<PAGE>

                                                                   EXHIBIT 10.14

                             AMENDED AND RESTATED
                             --------------------
                SUBORDINATED NOTE PURCHASE AND OPTION AGREEMENT
                -----------------------------------------------

          THIS AMENDED AND RESTATED SUBORDINATED NOTE PURCHASE AND OPTION
AGREEMENT (this "Agreement") is made and entered as of December 30, 1996, by and
among Univision Communications Inc., a Delaware corporation ("Univision"),
Entravision Communications Company, L.L.C., a Delaware limited liability company
(the "Company"), KSMS-TV, Inc. ("KSMS"), a Delaware corporation, Tierra Alta
Broadcasting, Inc. ("Tierra Alta"), a Delaware corporation, Cabrillo
Broadcasting Corporation ("Cabrillo"), a California corporation, Golden Hills
Broadcasting Corporation ("Golden"), a Delaware corporation, Las Tres Palmas
Corporation ("Las Tres"), a Delaware corporation, Entravision Merger Corp.,
("Merger Corp."), a Delaware corporation (each of the Company, KSMS, Tierra
Alta, Cabrillo, Golden, Las Tres and Merger Corp. a "Borrower", and
collectively, the "Borrowers"), and Walter F. Ulloa, an individual and Philip C.
Wilkinson, an individual, as the managing members (the "Managing Members"), and
amends and restates in its entirety the SUBORDINATED NOTE PURCHASE AND OPTION
AGREEMENT made and entered as of December 30, 1996 (the "Effective Date") among
the parties hereto with reference to the following:

                                   RECITALS
                                   --------

          A.  Univision has made a Loan to the Company in the principal amount
of $3,000,000 which is evidenced by a Subordinated Promissory Note due August
19, 1997 (the "Prior Note").

          B.  Univision is to purchase a Non-Negotiable Subordinated Note from
the Company in the principal amount of $10,000,000.

          C.  The Company desires to sell the Non-Negotiable Subordinated Note
to Univision and grant to Univision an option to acquire an equity interest in
the Company.

          D.  In order to induce Univision to purchase the Non-Negotiable
Subordinated Note, the Borrowers wish to make certain representations and
warranties to Univision and agree to perform covenants for the benefit of
Univision.

          E.  In order to induce Univision to purchase the Subordinated Note,
the Managing Members of the Company wish to grant to Univision an option to
acquire an equity interest in the Borrowers.

                                   AGREEMENT
                                   ---------

          In consideration of the promises, the mutual covenants and the
agreements hereinafter set forth and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
covenant and agree as follows:
<PAGE>

          1.   Purchase of Subordinated Note.
               -----------------------------

               1.1  Authorization of Subordinated Note.  Pursuant to the terms
                    ----------------------------------
and conditions contained herein, the Company has authorized the issuance to
Univision of a Non-Negotiable Subordinated Note in the form of Exhibit A
attached hereto (the "Subordinated Note").

               1.2  Purchase and Sale.
                    -----------------

                    (a) Subject to the terms and conditions hereof, the Company
hereby issues and sells to Univision and Univision hereby purchases from the
Company, the Subordinated Note for the Purchase Price described in Section
1.2(b).

                    (b) The aggregate purchase price of the Subordinated Note
shall equal $7,000,000 and the delivery to the Company for cancellation of the
Prior Note (the "Purchase Price").

               2.   Representations and Warranties.  The Subordinated Note has
                    ------------------------------
been authorized by all necessary actions on the part of the Company, and is the
valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms. This Agreement has been authorized by the Company and
each of the Borrowers and is a valid and binding obligation of the Company, each
of the Borrowers and each of the Managing Members enforceable against such party
in accordance with its terms. As inducement for Univision entering into this
agreement and purchasing the Subordinated Note each of the Company and the
Borrowers hereby restates and adopt in favor of and for the benefit of Univision
the representations and warranties set forth in Section 3 of the Credit
Agreement among Union Bank of California, as agent for the Banks who are parties
thereto, the Company and the Borrowers dated as of the date hereof, a copy of
which is attached hereto as Exhibit B (the "Credit Agreement") and agrees that,
until the closing of Reorganization (as hereinafter defined) to not engage in
any of the acts or activities described in Section 3 of the Subordinated Note
without the consent of Univision in accordance with the terms thereof.

          3.   Univision Option/Anti-Dilution Protection.
               -----------------------------------------

               For the purposes of this Section 3 capitalized terms not defined
herein shall have the meaning given to such terms in the Amended and Restated
Operating Agreement of the Company, a copy of which is attached hereto as
Exhibit C (the "Operating Agreement").

               3.1  Univision Option.  Univision is hereby granted a right to
                    ----------------
acquire an equity interest in the Company (as calculated in Section 3.2 below)
through the acquisition of Class A Non-Managing Membership Units for a total
exercise price of Ten Million Dollars ($10,000,000) reduced but not below $1, by
the payment to Univision of any amounts distributed pursuant to Section 3(a)(iv)
of the Subordinated Note as a Prepayment Amount (as defined in the Subordinated
Note) (the "Univision Option"). The Univision Option is exercisable only in its
entirety. In light of the unique relationship between Univision and the Company
and the special nature of the Univision Option, the Univision Option is not
assignable to any third party without

                                       2
<PAGE>

the consent of the Company, which the Company may withhold in its sole
unqualified discretion. The Univision Option is exercisable for a period of
twenty-five (25) years from the date hereof (i) at the sole option of Univision
or (ii) automatically and mandatorily at any time upon a change of FCC's rules
that would permit such conversion without attribution to Univision.
Notwithstanding anything to the contrary herein, Univision shall not exercise
any of its rights under this provision should such action constitute or result
in a change of control of a broadcast station licensee, if such change of
control would require, under then existing law, the prior approval of the
Federal Communications Commission. In such event, Univision shall only exercise
its rights upon the prior consent of the Federal Communications Commission to a
request filed with it for transfer of control of the broadcast station licensee.
The Option is exercisable only in its entirety, unless the then applicable FCC
attribution rules and regulations permit Univision to acquire a lesser percent.
Univision shall be permitted to credit the principal sum due under the
Subordinated Note to pay the Purchase Price upon Univision's exercise of the
Univision Option. This Univision Option shall expire upon the exercise of the
Borrower Option, as defined below.

          3.2  Option Percentage.  Upon exercise, the Univision Option shall
               -----------------
entitle Univision to acquire 25.55% of the sum of (i) the Class A and Class C
Non-Managing Membership Units currently issued plus (ii) the Class A and Class C
Non-Managing Membership Units to be issued upon the Reorganization (as defined
below) plus (iii) the Class A Non-Managing Membership Units to be issued to
Univision on exercise of the Univision Option (the "Option Percentage"),
including those to be issued to Valley Channel in accordance with the Operating
Agreement.  Univision's Option Percentage shall also proportionately increase
upon purchase by the Company of any Class A Non-Managing Membership Units
outstanding on the Effective Date or the non-issuance of any Class A Non-
Managing Membership Units contemplated to be issued in the Reorganization which
are not so issued.  There shall be no adjustment related to the option to
acquire 11,965 units held by Dr. Armando Navarro.

          3.3  Anti-Dilution Protection.  Univision shall have a right of first
               ------------------------
refusal to purchase any new issuance of Membership Units in the Company pursuant
to Section 7(c)(iii) of the Operating Agreement in order to maintain its
percentage interest in profits, losses and rights; except for the issuance of
non-voting Class D Membership Units to certain managers and employees
representing up to a five percent (5%) interest in profits and losses of the
Company on a fully diluted basis.  Any such additional issuances of equity shall
be evidenced by Class B Membership Units pursuant to Section 7(c)(iii) of the
Operating Agreement.  In connection with any such additional issuance, so long
as the Univision Option is outstanding, Univision shall have the right to make
an additional long term loan to the Company (the "Additional Loan") in a
Proportionate Amount (as hereinafter defined), which Additional Loan shall be on
the same terms and conditions as the Subordinated Note and shall be accompanied
by additional options to acquire Class B Membership Units (the "Additional
Option"), in an amount sufficient to allow Univision to maintain an ownership
interest in the Company equal to the then Option Percentage.  For purposes of
this Section 3.3, "Proportionate Amount" means a principal amount determined by
multiplying (i) the amount to be raised by the Company by (ii) Univision's then
existing Option Percentage.  To the extent that Univision exercises its right to
make an Additional Loan, the amount to be raised from the sale of Class B
Membership Units shall be decreased by the amount of such Additional Loan.  Such
rights of first refusal and right to make Additional Loans shall terminate upon
a public offering of the Company.

                                       3
<PAGE>

          3.4  Manner of Exercising Option.  Upon the exercise of the Univision
               ---------------------------
Option pursuant to Section 3.1 above, Univision shall take the following
actions:

               (a) Execute and deliver to the Company an agreement agreeing to
be bound by all of the terms and provisions of the then Operating Agreement of
the Company in a form reasonably satisfactory to the Company's attorneys;

               (b) Furnish to the Company appropriate documentation that the
person or persons exercising the Univision Option on behalf of Univision have
the authority to exercise the Univision Option; and

               (c) Deliver the original of the Note marked "cancelled" and "paid
in full."

As soon thereafter as practical, the Company shall mail or deliver to Univision,
if the Company's membership units are then certificated, a certificate
representing the Membership Units so purchased by Univision.

     4.   Borrower Option.
          ---------------

          4.1  Borrower Option.  As inducement for Univision entering into this
               ---------------
agreement and purchasing the Subordinated Note each of the Managing Members
hereby grant to Univision the right to purchase the same percentage of the
Capital Stock of each of the Borrowers as Univision may from time to time be
entitled to purchase from the Company pursuant to Section 3 above (the "Borrower
Option").  The Borrower Option is exercisable only in its entirety.  In light of
the unique relationship between Univision and the Company and the special nature
of the Borrower Option, the Borrower Option is not assignable to any third party
without the consent of the Company, which the Company may withhold in its sole
unqualified discretion.  The Borrower Option is exercisable for a period of
twenty-five (25) years from the Effective Date at the sole option of Univision
and shall expire upon the earlier to occur of (i) the consummation of the
transactions contemplated by the Amended and Restated Formation Agreement among
the Company and the Borrowers dated as of December 30, 1996 (the
"Reorganization") or (ii) the exercise of the Univision Option contained in
Section 3 hereof.

          4.2  Manner of Exercising Borrower Option.  Upon the exercise of the
               ------------------------------------
Borrower Option pursuant to Section 4.1 above, Univision shall take the
following actions:

               (a) Furnish to the Company appropriate documentation that the
person or persons exercising the Borrower Option on behalf of Univision have the
authority to exercise the Borrower Option; and

               (b) Deliver the original of the Subordinated Note.

                                       4
<PAGE>

As soon thereafter as practical, the Managing Members shall deliver to Univision
securities representing the interests so purchased by Univision.

          Notwithstanding the generality of the foregoing, Univision agrees to
cooperate with the Managing Members and the Borrowers in replacing the Borrower
Option with options directly from the Borrowers for newly issued securities of
Borrowers which would give Univision the same percentage interest in each of the
Borrowers after giving effect to the exercise of such options as Univision would
have if it exercised its option from the Borrower Option.

     5.   Miscellaneous.
          -------------

          5.1  Further Assurances.  Each party agrees to cooperate fully with
               ------------------
the other parties and to execute such further instruments, documents and
agreements and to give such further written assurances, as may be reasonably
requested by any other party to evidence and reflect the transactions described
herein and contemplated hereby, and to carry into effect the intents and
purposes of this Agreement.

          5.2  Rights Cumulative.  Each and all of the various rights, powers
               -----------------
and remedies of the parties hereto shall be considered to be cumulative with and
in addition to any other rights, powers and remedies which such parties may have
at law or in equity in the event of the breach of any of the terms of this
Agreement.  The exercise or partial exercise of any right, power or remedy shall
neither constitute the exclusive election thereof nor the waiver of any other
right, power or remedy available to such party.

          5.3  Notices.  All Notices, demands and requests required by this
               -------
Agreement shall be in writing and shall be deemed to have been given for all
purposes (i) upon personal delivery, (ii) one day after being sent, when sent by
professional overnight courier service from and to locations within the
continental United States, (iii) five days after posting when sent by registered
or certified mail, or (iv) on the date of transmission when sent by telegram,
telegraph, telex or facsimile transmission, addressed to the parties hereto at
the addresses set forth on the signature pages hereto.  Any party hereto may
from time to time by notice in writing served upon the others as provided
herein, designate a different mailing address or a different person to which
such notices or demands are thereafter to be address or delivered.

          5.4  Captions.  Captions are provided herein for convenience only and
               --------
they are not to serve as a basis for interpretation or construction of this
Agreement, nor as evidence of the intention of the parties hereto.

          5.5  Severability.  If any clause, provision or section of this
               ------------
Agreement is ruled invalid by any court of competent jurisdiction, the
invalidity of such clause, provision or section shall not affect any of the
remaining provisions hereof.  The parties further agree to replace such void or
unenforceable provisions of this Agreement with valid and enforceable provisions
which will achieve, to the extent possible, the economic, business and other
purposes of the void or unenforceable provisions.

                                       5
<PAGE>

          5.6  Governing Law.  This Agreement shall be governed, interpreted,
               -------------
construed and enforced in accordance with the laws of the State of California.

          5.7  Entire Agreement.  This writing is the complete and exclusive
               ----------------
statement of the agreement between the parties with respect to the transactions
contemplated hereby and supersedes any prior proposal, agreement or
communication relating to the subject matter of this Agreement, and may not be
modified except by writing signed by all of the parties hereto.

          5.8  Waiver of Breach.  The failure of any party hereto at any time to
               ----------------
require performance by the other shall in no way affect their right thereafter
to enforce the same, nor shall the waiver by either party hereto of any breach
of any provision(s) hereof be taken or held to be a waiver of any succeeding
breach or as a waiver of the provision itself.

          5.9  Successors and Assigns.  Except as otherwise provided herein, the
               ----------------------
provisions hereof shall inure to the benefit of, and be binding upon, the
successors, assigns, heirs, executors and administrators of the parties hereto.
Except as provided in Section 3.1 herein and above, which shall be controlling,
Univision may transfer or assign its rights and obligations hereunder.

          5.10 Attorneys' Fees.  If any action is brought to enforce the terms
               ---------------
of this Agreement, the prevailing party shall be entitled to reasonable
attorneys' fees, costs, and disbursements in addition to any other relief to
which the party may be entitled.

          5.11 Survival.  Except as otherwise provided in this Agreement, none
               --------
of the terms, provisions, agreements or representations contained in this
Agreement shall survive the termination of this Agreement.

          5.12 Counterparts.  This Agreement may be executed simultaneously in
               ------------
multiple counterparts, each of which shall be deemed an original, but all of
which taken together shall constitute one and the same instrument.

                                       6
<PAGE>

          IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the Effective Date and, as applicable in their respective
corporate names by their duly authorized officers.

                               UNIVISION COMMUNICATIONS INC.,

                               a Delaware corporation

                               By: /s/ Andrew W. Hobson

                               Name:___________________________
                               Title:__________________________
                               ________________________________
                               ________________________________

                               ENTRAVISION COMMUNICATIONS
                               COMPANY, L.L.C.,
                               a Delaware limited liability company

                               By: /s/ Walter F. Ulloa  /s/ Philip C. Wilkinson

                               Name:___________________________
                               Title:__________________________
                               ________________________________
                               ________________________________

                               BORROWERS

                               KSMS-TV, INC.

                               By: /s/ Walter F. Ulloa

                               Name: __________________________
                               Title: _________________________

                               11900 Olympic Boulevard, Suite 590
                               Los Angeles, California 90064
                               Fax No.: (310) 979-8804

                               TIERRA ALTA BROADCASTING, INC.

                               By: /s/ Walter F. Ulloa

                               Name: __________________________
                               Title: _________________________

                               22 Commerce Center Way
                               Henderson, Nevada  89015
                               Fax No.: (702) _____________

                                       7
<PAGE>

                               CABRILLO BROADCASTING
                               CORPORATION

                               By: /s/ Philip C. Wilkinson
                               Name: ____________________________________
                               Title: ___________________________________

                               KBNT-TV, Channel 19
                               5764 Pacific Center Boulevard, Suite 110
                               San Diego, California 92121
                               Fax No.: (619) 597-1909

                               GOLDEN HILLS BROADCASTING
                               CORPORATION

                               By: /s/ Walter F. Ulloa
                               Name: ____________________________________
                               Title: ___________________________________

                               KCEC
                               777 Grant Street, Suite 110
                               Denver, Colorado 80203

                               Fax No.:  (303) 832-3410

                               LAS TRES PALMAS CORPORATION

                               By: /s/ Walter F. Ulloa
                               Name: ____________________________________
                               Title: ___________________________________

                               KVER-TV
                               41601 Corporate Way
                               Palm Desert, California  92260-1904
                               Fax No.: (619) 341-0951

                               MANAGING MEMBERS

                               WALTER E. ULLOA

                               /s/ Walter F. Ulloa

                               PHILIP C. WILKINSON

                               /s/ Philip C. Wilkinson

                                       8
<PAGE>

                                   EXHIBIT A
                                   ---------

             NON-NEGOTIABLE SUBORDINATED NOTE AND OPTION AGREEMENT
<PAGE>

                       NON-NEGOTIABLE SUBORDINATED NOTE
                       --------------------------------


THIS SUBORDINATED NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
("STATE ACT").  THE SECURITIES EVIDENCED BY THIS NOTE MAY NOT BE OFFERED, SOLD
OR TRANSFERRED FOR VALUE, DIRECTLY OR INDIRECTLY, IN THE ABSENCE OF SUCH
REGISTRATION UNDER THE ACT AND QUALIFICATION UNDER APPLICABLE STATE ACTS, OR
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND QUALIFICATION UNDER
APPLICABLE STATE ACTS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE
REASONABLE SATISFACTION OF ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.



                  ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.

Subordinated Note Due December 30, 2021

$10,000,000                                              Los Angeles, California
                                                               December 30, 1996

                              ------------------

     Entravision Communications Company, L.L.C., a Delaware limited liability
company (the "Company"), for value received, hereby promises to pay to Univision
Communications Inc., a Delaware corporation ("Univision"), at 1999 Avenue of the
Stars, Suite 3050, Los Angeles, California  90067, the principal sum of Ten
Million Dollars ($10,000,000) together with interest (computed on the basis of a
360-day year) from the date of this Note, (the "Commencement Date") on the
unpaid balance of such principal amount at 7.01% (the "Interest Rate").
Principal and interest under this Note shall be payable as follows:  Interest on
this Note shall be due and payable semi-annually, as it accrues, beginning six
(6) months after the Commencement Date and continuing regularly and semi-
annually thereafter each calendar year until December 30, 2021, when the
outstanding principal balance of this Note, together with all accrued and unpaid
interest thereon, shall be due and payable in full.  Reference is made to the
Company's Amended and Restated Operating Agreement dated as of December 30, 1996
(the "Operating Agreement"). Capitalized terms not defined herein shall have the
meaning given to such terms in the Operating Agreement.

     1.   Subordination.
          -------------

          (a) Subordination to Senior Indebtedness.  The indebtedness evidenced
              ------------------------------------
by this Note, and the payment of the principal hereof and any interest hereon,
is wholly subordinated,
<PAGE>

junior and subject in right of payment, to the extent and in the manner
hereinafter provided, to the prior payment of all Senior Indebtedness (as
hereinafter defined) of the Company now outstanding or hereafter incurred.
"Senior Indebtedness" means the principal of and interest on, together with all
other payment obligations under (i) all indebtedness of the Company to banks,
trust companies, insurance companies and other financial institutions, including
commercial paper and accounts receivable sold or assigned by the Company to such
institutions; (ii) obligations of the Company as lessee under leases of real or
personal property; (iii) any indebtedness of the Company issued or incurred in
connection with the acquisition of an equity interest in a business or with the
assets of a business; (iv) shareholder and/or member loans, junk bond debt,
trade debt incurred in the ordinary course of business and other unsecured debt;
(v) deferrals, renewals, extensions and refunding of and modifications to any
such indebtedness or obligations described in (i), (ii), (iii) and (iv) above;
and (vi) any other indebtedness of the Company which the Company and Univision
may hereafter from time to time expressly and specifically agree in writing.

          (b) Payment Upon Dissolution, Etc.  Upon payment or distribution of
              ------------------------------
assets of the Company of any kind or character, whether in cash, property or
securities, to creditors upon any dissolution or winding-up or total or partial
liquidation or reorganization of the Company, whether voluntary or involuntary,
in bankruptcy, insolvency, receivership or other proceedings, all principal and
interest, together with all other payment obligations under, due upon any Senior
Indebtedness shall first be paid in full, or payment thereof in full duly
provided for, before Univision shall be entitled to receive or, if received, to
retain any payment or distribution on account of this Note; and upon any such
dissolution or winding-up or liquidation or reorganization, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, to which Univision would be entitled except for the
provisions of this Section 1 shall be paid by the Company or by any receiver,
trustee in bankruptcy, liquidating trustee, agent or other person making such
payment or distribution, or by Univision if it shall have received such payment
or distribution, directly to the holders of the Senior Indebtedness (pro rata to
                                                                     --- ----
each such holder on the basis of the respective amounts of such Senior
Indebtedness held by such holder) or their representatives to the extent
necessary to pay all such Senior Indebtedness in full after giving effect to any
concurrent payment or distribution to or for the holders of such Senior
Indebtedness, before any payment or distribution is made to Univision.  In the
event of any such dissolution, winding-up, liquidation or reorganization of the
Company, Univision shall be entitled to be paid one hundred percent (100%) of
the outstanding principal amount hereof and accrued interest hereon before any
distribution of assets shall be made among the holders of any class of
Membership Units of the Company in their capacities as holders of such
Membership Units.

          For purposes of this paragraph (b), the words "assets" and "cash,
property or securities" shall not be deemed to include Membership Units of the
Company as reorganized or readjusted, or Membership Units of the Company or any
other person provided for by a plan of reorganization or readjustment, the
payment of which is subordinated at least to the extent provided in this Section
1 with respect to this Note to the payment of all Senior Indebtedness which may
at the time be outstanding; provided that (i) the Senior Indebtedness is assumed
                            --------
by the

                                      -2-
<PAGE>

new person, if any, resulting from any such reorganization or readjustment, and
(ii) the rights of the holders of Senior Indebtedness are not, without the
consent of such holders, altered by such reorganization or readjustment.

          (c) Subrogation.  Subject to payment in full of all Senior
              -----------
Indebtedness, Univision shall be subrogated to the rights of the holders of
Senior Indebtedness to receive payments or distributions of the assets of the
Company made on such Senior Indebtedness until all principal and interest on
this Note shall be paid in full; and, for purposes of such subrogation, no
payments or distributions to the holders of Senior Indebtedness of any cash,
property or securities to which Univision would be entitled except for the
subordination provisions of this Section 1 shall, as between Univision and the
Company and/or its creditors other than the holders of the Senior Indebtedness,
be deemed to be a payment on account of the Senior Indebtedness.

          (d) Rights of Holder Unimpaired.  The provisions of this Section 1 are
              ---------------------------
and are intended solely for the purposes of defining the relative rights of
Univision and the holders of Senior Indebtedness; and nothing in this Section 1
shall impair, as between the Company and Univision, the obligation of the
Company, which is unconditional and absolute, to pay to Univision the principal
hereof and interest hereon, in accordance with the terms of this Note; nor shall
anything herein prevent Univision from exercising all remedies otherwise
permitted by applicable law or hereunder upon default, subject to the rights set
forth above of holders of Senior Indebtedness to receive cash, property or
securities otherwise payable or deliverable to Univision.

          (e) Holders of Senior Indebtedness.  These provisions regarding
              ------------------------------
subordination will constitute a continuing offer to all persons who, in reliance
upon such provisions, become holders of, or continue to hold, Senior
Indebtedness; such provisions are made for the benefit of the holders of Senior
Indebtedness, and such holders are hereby made obligees under such provisions to
the same extent as if they were named herein, and they or any of them may
proceed to enforce such subordination.  Univision shall execute and deliver to
any holder of Senior Indebtedness (i) any such instrument as such holder of
Senior Indebtedness may request in order to confirm the subordination of this
Note to such Senior Indebtedness upon the terms set forth in this Note, and (ii)
any powers of attorney specifically confirming the rights of holders of Senior
Indebtedness to enforce such subordination and all such proofs of claim,
assignments of claim and other instruments as may be requested by the holders of
Senior Indebtedness or their representatives to enforce all claims upon or in
respect of this Note.

          (f) Payments on Subordinated Note.  Subject to the terms of this
              -----------------------------
Section 1, the Company may make payments of the principal of, and any interest
on, this Note, if at the time of payment, and immediately after giving effect
thereto, (i) there exists no default in any payment with respect to any Senior
Indebtedness and (ii) there shall not have occurred an event of default (other
than a default in the payment of amounts due thereon) with respect to any Senior
Indebtedness, as defined in the instrument under which the same is outstanding,
permitting the holders thereof to accelerate the maturity thereof, other than an
event of default which shall have been cured or waived or shall have ceased to
exist.  All payments of principal and interest with

                                      -3-
<PAGE>

respect to this Note and all other Subordinated Notes of the Company due at the
time of said payment shall be made ratably in proportion to the aggregate amount
outstanding with respect to each of the Notes.

     2.   Prepayment.  The principal and interest indebtedness represented by
          ----------
this Note may be prepaid to Univision, in whole or in part, without penalty, any
time upon thirty (30) days' prior written notice from Company to Univision.

     3.   Univision Rights.
          ----------------

          (A) Matters Requiring Univision Approval.  The following matters shall
              ------------------------------------
require Univision's approval, which shall not be unreasonably withheld, except
as otherwise specified:

              (1) Acquisition of assets by the Company for a purchase price
equal to or greater than the greater of (a) Five Million Dollars ($5,000,000) or
(b) ten percent (10%) of the Company's "Net Asset Value." Net Asset Value shall
be defined to mean the most recent four (4) quarters of EBITDA (excluding
"Additional Compensation" as that term is defined in that certain Letter
Agreement between Univision and the Company dated December 30, 1996, times eight
(8), less outstanding indebtedness, other than the Subordinated Note.

              (2) Incurrence of debt (excluding the Subordinated Note and debt
under the Credit Facility) if, on a pro forma basis, the debt to EBITDA ratio
would exceed the ratio set forth below for the applicable EBITDA of the Company:

<TABLE>
<CAPTION>

               EBITDA                               LEVERAGE RATIO
               ------                               --------------
               <S>                                  <C>

               Up to $5 million                        4.00 : 1
               $5.0 to less than $6.5 million          4.25 : 1
               $6.5 to less than $8.0 million          4.50 : 1
               $8.0 to less than $10.0 million         4.75 : 1
               $10 million or greater                  5.00 : 1
</TABLE>
              (3) Any transaction involving the direct or indirect transfer or
sale of any FCC License, (including the sale of Membership Units) in which case,
except as provided below, Univision's consent may be withheld in its sole
discretion; provided, however, in connection with a transfer of Membership
Interests subject to the provisions of Section 26(d) of the Operating Agreement,
the Managing Members may submit to Univision a list of potential transferees
prior to the right of first offer pursuant to said Section 26(d) of the
Operating Agreement and such potential transferees may be approved by Univision,
which approval shall not be unreasonably withheld. If such transferee is
approved in such a manner, an indirect transfer of an FCC License as a result of
such transfer of Membership Interests to such transferee that complies with
Section 26(d) of the Operating Agreement, shall be deemed approved hereunder;

                                      -4-
<PAGE>

provided, further, that Univision agrees to not unreasonably withhold its
approval of other potential transferees under Section 26(d) of the Operating
Agreement.

              (4) Distributions to Members in excess of quarterly tax
distributions (calculated at the highest applicable federal and state income tax
rates, taking into account the deduction of state income taxes for federal
income tax purposes). The Company shall be permitted to make additional
distributions in amounts in excess of reasonable working capital and reserve
requirements if concurrent with such distribution the Company makes a prepayment
of principal on this Subordinated Note in an amount equal to the "Prepayment
Amount" (as defined below). The "Prepayment Amount" shall be determined as
follows:

               A = B (C + A)
               A equals the amount to be prepaid on this Subordinated Note;
               B equals Univision's then existing Option Percentage (as defined
               in Exhibit "D" to the Operating Agreement);
               C equals the total distributions proposed to be made to the
               Members of the Company;

              (5) Transactions with any Member in excess of $50,000 or not at
arm's length (except for existing management contracts, employment agreements,
and loans existing at the date hereof and scheduled in the Credit Facility
between the Company, among others, and Union Bank of California, N.A., as agent
for various banks).

              (6) Amendments to the Operating Agreement that would adversely
affect the Class A Non-Managing Membership Units or Univision with respect to
its rights under the Operating Agreement.

              (7) The merger or consolidation of the Company with a third party
or the sale of all, or substantially all, the assets of the Company, in which
case Univision may withhold its consent, in its sole discretion.

              (8) The issuance of additional Membership Units in the Company
pursuant to Section 7(c)(iii) of the Operating Agreement.

              (9) The dissolution and liquidation of the Company, in which case
Univision may withhold its consent, in its sole discretion.

The foregoing approval rights shall terminate upon the closing of Univision's
sale of a majority of the principal amount of this Note to a third party.

          (a) So long as this Note remains outstanding, Univision shall have the
right to approve any matter upon which the Members of the Company have a right
to vote if, assuming

                                      -5-
<PAGE>

full exercise of the rights of Univision under that certain Subordinated Note
Purchase and Option Agreement dated December 30, 1996 between and among the
Company, Univision, et al., Univision's affirmative vote as a Member in favor of
such matter would be required to approve such matter.

          (b) So long as this Note remains outstanding, Univision shall (i) have
the inspection rights of a Member of the Company set forth in the Operating
Agreement and (ii) shall be entitled to receive all financial reports provided
to the Members of the Company pursuant to the Operating Agreement.

     10.  Executive Committee Representative.  Univision shall be permitted to
          ----------------------------------
have one of its representatives attend all meetings of the Company's Executive
Committee in order to assure compliance with the terms of this Note.  If such
representative reasonably believes that any action proposed at an Executive
Committee meeting would adversely affect the interests of the Class A Non-
Managing Members or Univision (with respect to its separate rights under the
Operating Agreement) in any material respect or breach of the terms of this
Note, Univision will be entitled to have a representative vote on any such
proposal.  Univision shall be notified in advance of all Executive Committee
meetings including material actions proposed to be taken at such meetings.

     11.  No Assignment.  This Note may be transferred, assigned or encumbered
          -------------
only with the consent of the Company which consent the Company may withhold in
its sole discretion.

     12.  Default.  Subject to the terms, provisions and conditions any time
          -------
contained in any Subordination Agreement by and between Univision and the
holder(s) of any Senior Indebtedness, Univision can require that the entire
unpaid principal of this Note and the interest then accrued on this Note shall
become and be immediately due and payable upon written demand of Univision,
without any other notice or demand of any kind or any presentment or protest, if
any one of the following events (an "Event of Default") shall occur and be
continuing at the time of such demand, whether voluntarily or involuntarily, or,
without limitation, occurring or brought about by operation of law or pursuant
to or in compliance with any judgment, decree or order of any court or any
order, rule or regulation of any governmental body:

          (a) The failure to pay any principal and/or interest amount when due
hereunder;

          (b) If the Company (i) makes a general assignment for the benefit of
creditors; (ii) applies for, consents to, acquiesces in, files a petition or an
answer seeking, or admits (by answer, default or otherwise) the material
allegations of a petition filed against it seeking the appointment of a trustee,
receiver, liquidator or assignee in bankruptcy or insolvency of itself or of all
or a substantial portion of its assets, or a reorganization, arrangement with
creditors or other remedy, relief or adjudication available to or against a
bankrupt, insolvent or debtor under any bankruptcy or insolvency law or any law
relating to relief of debtors; or (iii) admits in writing its inability to pay
its debts generally as they become due; or

                                      -6-
<PAGE>

          (c) If a decree, order or judgment shall have been entered adjudging
the company a bankrupt or insolvent, or appointing a receiver, liquidator,
trustee or assignee in bankruptcy or insolvency for it or for all or a
substantial portion of its assets or approving a petition seeking a
reorganization, arrangement or the winding-up or liquidation of its affairs on
the grounds of insolvency or nonpayment of debts, and such decree, order or
judgment shall remain undischarged and unstayed for a period of sixty (60) days;
or if any substantial part of the property of the Company is sequestered or
attached and shall not be returned to the possession of the Company or such
subsidiary or released from such attachment within sixty (60) days.

          (d) A material breach of the terms of this Note which goes uncured for
a period of thirty (30) days from written notice from Univision to the Company;
provided that if such breach is not curable within thirty (30) days, the Company
shall have such longer period as may be reasonably necessary to cure such breach
so long as it diligently continues to pursue such cure.

     13.  General.
          -------

          (a) Successors and Assigns.  Subject to the restrictions on
              ----------------------
assignment/transfer contained in Section 5 of this Note, this Note, and the
obligations and rights of the Company hereunder, shall be binding upon and inure
to the benefit of the Company, Univision and their respective heirs, successors
and assigns.

          (b) Recourse.  This Note is unsecured.  Recourse under this Note shall
              --------
be to the general unsecured assets of the Company only and in no event to the
Managing Members, officers, or Members of the Company.

          (c) Changes.  Changes in or additions to this Note may be made or
              -------
compliance with any term, covenant, agreement, condition or provision set forth
herein may be omitted or waived (either generally or in a particular instance
and either retroactively or prospectively), upon written consent of the Company
and Univision.

          (d) Currency.  All payments shall be made in such coin or currency of
              --------
the United States of America as at the time of payment shall be legal tender
therein for the payment of public and private debts.

          (e) Notices.  All notices, requests, consents and demands shall be
              -------
made in writing and shall be mailed postage prepaid, or delivered by hand at the
addresses set forth below or to such other address as may be furnished in
writing to the other party hereto:

                                      -7-
<PAGE>

          Univision:

          Univision Communications Inc.
          1999 Avenue of the Stars, Suite 3050
          Los Angeles, California  90067
          Telephone No.:  (310) 556-7600

          The Company:

          Entravision Communications Company, L.L.P.
          Attention: Walter F. Ulloa and Philip C. Wilkinson
          11900 Olympic Boulevard, Suite 590
          Los Angeles, California 90064
          Telephone No.: (310) 820-5355
          Facsimile No.: (310) 820-2445

          (f) Saturdays, Sundays, Holidays.  If any date that may at any time be
              ----------------------------
specified in this Note as a date for the making of any payment of principal or
interest under this Note shall fall on Saturday, Sunday or on a day which in the
State of California shall be a legal holiday, then the date for the making of
that payment shall be the next subsequent day which is not a Saturday, Sunday or
legal holiday.

          (g) Governing Law.  This Note shall be construed and enforced in
              -------------
accordance with, and the rights of the parties shall be governed by, the laws of
the State of California, without giving effect to any conflicts of laws
principles.

          (h) Definitions.  Any capitalized, but undefined, terms used in this
              -----------
Note shall have the same meaning set forth in the Operating Agreement.



                  [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

                                      -8-
<PAGE>

     IN WITNESS WHEREOF, this Note has been executed and delivered on the date
first above written by the Managing Members of the Company.

                         ENTRAVISION COMMUNICATIONS COMPANY, L.L.C., a Delaware
                         limited liability company

                         By: ______________________________________
                              Walter F. Ulloa, Managing Member

                         By: ______________________________________
                              Philip C. Wilkinson, Managing Member
Acknowledged and Agreed:

UNIVISION COMMUNICATIONS INC.


BY: ____________________________
    Title:______________________



              [Signature Page to Non-Negotiable Subordinated Note]

                                      -9-
<PAGE>

                                   EXHIBIT B
                                   ---------

                               CREDIT AGREEMENT

This Exhibit attaches a prior credit agreement of the registrant which has been
amended and restated in its entirety and has no relevance or material connection
to this contract, and accordingly, has been omitted pursuant to the direction of
the staff of the Securities and Exchange Commission.
<PAGE>

                                   EXHIBIT C
                                   ---------

                              OPERATING AGREEMENT
<PAGE>

================================================================================


                          FIRST AMENDED AND RESTATED
                              OPERATING AGREEMENT
                                      OF
                  ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.

================================================================================
<PAGE>

                               TABLE OF CONTENTS
                                      OF
                FIRST AMENDED AND RESTATED OPERATING AGREEMENT
                                      OF
                  ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.

<TABLE>
<CAPTION>
                                                                                                page
<S> <C>                                                                                     <C>
1.   Glossary of Terms........................................................................  -2-

2.   Amendment/Restatement....................................................................  -2-

3.   Other Qualifications.....................................................................  -2-

4.   Name.....................................................................................  -3-

5.   Registered Office; Principal Place of Business...........................................  -3-

6.   Purposes.................................................................................  -3-
     (a)      General.........................................................................  -3-
     (b)      Licensing.......................................................................  -3-
     (c)      Credit Facility.................................................................  -3-
     (d)      [Intentionally omitted.]........................................................  -4-
     (e)      Formation of Subsidiary Limited Liability Company...............................  -4-

7.   Capital Contributions and Percentage Interests...........................................  -4-
     (a)      Initial Capital Contributions...................................................  -4-
     (b)      Equity Incentive Pool...........................................................  -5-
     (c)      Future Capital Requirements.....................................................  -5-
     (d)      Univision Transactions..........................................................  -7-
     (e)      Las Tres Campanas Television, Inc. .............................................  -7-
     (f)      Valley Channel Debt.............................................................  -7-

8.   Withdrawal of Capital; Interest on Capital...............................................  -8-

9.   Member Loans.............................................................................  -8-

10.  Determination of Profit and Loss.........................................................  -8-
     (a)      Fiscal Year.....................................................................  -8-
     (b)      Accounting......................................................................  -8-
     (c)      Computation Conventions.........................................................  -8-

11.  Capital Accounts and Valuation...........................................................  -9-
     (a)      Capital Account Principles......................................................  -9-
</TABLE>
                                               -i-
<PAGE>

<TABLE>
<CAPTION>

<S> <C>                                                                                      <C>
     (b)      Valuation Principles............................................................  -9-

12.  Distributions and Withholding............................................................  -9-
     (a)      Quarterly Tax Distributions.....................................................  -9-
     (b)      Distributions in the Ordinary Course of Business................................ -10-
     (c)      Distributions Upon Sale or Liquidation.......................................... -10-
     (d)      Withholding..................................................................... -11-
     (e)      Certain In-Kind Distributions Within Five (5) Years............................. -11-
     (f)      Safir Class D Units............................................................. -12-

13.  Allocation of Net Income and Net Losses.................................................. -12-
     (a)      General Allocation Scheme for Net Losses........................................ -12-
     (b)      General Allocation Scheme for Net Income........................................ -12-
     (c)      Special Allocations............................................................. -12-
     (d)      Regulatory Allocations.......................................................... -13-
     (e)      Curative Allocations............................................................ -14-
     (f)      Depreciation Recapture.......................................................... -14-
     (g)      Allocation Adjustments.......................................................... -14-
     (h)      Safir Allocation Adjustments.................................................... -15-

14.  Company Books, Records and Reports....................................................... -15-
     (a)      Maintenance of Books and Records................................................ -15-
     (b)      Inspection Rights............................................................... -15-
     (c)      Financial and Tax Reports....................................................... -15-
     (d)      Information Available at Principal Office....................................... -16-
     (e)      Banking......................................................................... -17-

15.  "Tax Matters Partner".................................................................... -17-

16.  Management............................................................................... -17-
     (a)      Executive Committee............................................................. -17-
     (b)      Matters Requiring Executive Committee Approval.................................. -18-
     (c)      Matters Requiring Univision Approval............................................ -19-
     (d)      Like-Kind Exchange.............................................................. -20-
     (e)      Key Man Insurance............................................................... -21-
     (f)      Officers........................................................................ -21-

17.  Managing Member -- Impasse Resolution.................................................... -21-

18.  Matters Requiring Majority Approval of Members........................................... -22-

19.  Fees and Reimbursements to the Managing Members/Executive Committee...................... -22-
     (a)      Company Expenses................................................................ -22-
</TABLE>

                                               -ii-
<PAGE>

<TABLE>
<CAPTION>

<S> <C>                                                                                      <C>
     (b)      Managing Members Reimbursements................................................. -23-
     (c)      Executive Committee Reimbursements.............................................. -23-
     (d)      Managing Member Employment Agreements........................................... -23-
     (e)      Loan to Member(s)............................................................... -23-

20.  Third-Party Contracts, Instruments, Etc.................................................. -23-

21.  Time Devoted to Business................................................................. -24-

22.  Liability................................................................................ -24-

23.  Indemnification.......................................................................... -24-

24.  Non-Competing Ventures and Conflicts of Interest......................................... -25-

25.  Meetings of Members...................................................................... -25-

26.  Assignment by Members.................................................................... -26-
     (a)      General Prohibition............................................................. -26-
     (b)      Permitted Transfers............................................................. -26-
     (c)      Income Tax Considerations....................................................... -27-
     (d)      Right of First Offer............................................................ -27-
     (e)      Purchase Option................................................................. -28-
     (f)      Consent Required for Substitution............................................... -30-
     (g)      Conditions to Substitution...................................................... -30-
     (h)      Managing Members Signatory Authority............................................ -31-
     (i)      Initial Public Offering......................................................... -31-

27.  Death, Withdrawal, Resignation, Removal, Bankruptcy or Dissolution of a Member........... -32-
     (a)      Effect - Non-Managing Member.................................................... -32-
     (b)      Effect - Managing Members....................................................... -32-
     (c)      Purchase of Membership Units on Death of Ulloa, Wilkinson or Zevnik............. -32-
     (d)      Removal......................................................................... -34-

28.  Dissolution of the Company............................................................... -34-
     (a)      Events Causing Dissolution...................................................... -34-
     (b)      Termination Activities.......................................................... -35-
     (c)      Negative Capital Account Make-Up................................................ -35-

29.  Member Representations................................................................... -35-

30.  Notices.................................................................................. -36-
</TABLE>

                                               -iii-
<PAGE>

<TABLE>
<CAPTION>

<S> <C>                                                                                      <C>
31.  Exhibits................................................................................. -36-

32.  Entire Agreement; Amendments............................................................. -36-

33.  Successors............................................................................... -36-

34.  Executed Counterparts.................................................................... -36-

35.  Captions................................................................................. -37-

36.  Computation of Time Periods.............................................................. -37-

37.  Gender; Statutory References............................................................. -37-

38.  Severability............................................................................. -37-

39.  Time of Essence.......................................................................... -37-

40.  Further Acts............................................................................. -37-

41.  Governing Law............................................................................ -37-

42.  Attorneys' Fees.......................................................................... -37-

43.  Maximum Interest Rates................................................................... -38-

44.  Arbitration.............................................................................. -38-

45.  No Third Party Beneficiaries............................................................. -38-

46.  Consent of Spouse........................................................................ -39-

47.  Signatory Authority...................................................................... -39-

48.  Counsel to the Company................................................................... -39-
</TABLE>
                                               -iv-

<PAGE>

THESE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE
AND MAY NOT BE OFFERED AND SOLD UNLESS (A) REGISTERED AND/OR QUALIFIED PURSUANT
TO THE RELEVANT PROVISIONS OF FEDERAL AND STATE SECURITIES OR BLUE SKY LAWS OR
(B) EXEMPT FROM SUCH REGISTRATION OR QUALIFICATION. THEREFORE, NO SALE, PLEDGE
OR OTHER TRANSFER OF THIS SECURITY SHALL BE MADE, NO ATTEMPTED SALE, PLEDGE OR
OTHER TRANSFER SHALL BE VALID, AND THE ISSUER SHALL NOT BE REQUIRED TO GIVE ANY
EFFECT TO ANY SUCH TRANSACTION UNLESS (A) SUCH TRANSACTION SHALL HAVE BEEN DULY
REGISTERED UNDER THE ACT AND QUALIFIED OR APPROVED UNDER APPLICABLE STATE
SECURITIES OR BLUE SKY LAW, OR (B) THE ISSUER SHALL HAVE FIRST RECEIVED AN
OPINION OF COUNSEL SATISFACTORY TO IT THAT SUCH REGISTRATION, QUALIFICATION OR
APPROVAL IS NOT REQUIRED UNDER THE ACT OR STATE SECURITIES OR BLUE SKY LAWS.


                           FIRST AMENDED AND RESTATED
                              OPERATING AGREEMENT
                                       OF
                   ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.


     This First Amended and Restated Operating Agreement ("Agreement") is
entered into effective December 30, 1996 (the "Effective Date") by and among
WALTER F. ULLOA, an individual ("Ulloa") and PHILIP C. WILKINSON, an individual,
("Wilkinson") as the managers (herein the "Managing Members"),  CABRILLO
BROADCASTING CORPORATION, a California corporation ("Cabrillo"), GOLDEN HILLS
BROADCASTING CORPORATION, a Delaware corporation ("Golden Hills"), KSMS-TV,
INC., a Delaware corporation ("KSMS-TV"), LAS TRES PALMAS CORPORATION, a
Delaware corporation ("Las Tres"), TIERRA ALTA BROADCASTING, INC., a Delaware
corporation ("Tierra Alta"), ENTRAVISION MERGER CORP., a Delaware corporation
("Merger Corp."), EDITH SEROS, TRUSTEE OF THE WALTER F. ULLOA IRREVOCABLE TRUST
OF 1996, dated October 9, 1996 ("Ulloa Trust"), and KEVIN GRENHAM AND KENNETH D.
POLIN, CO-TRUSTEES OF THE PAUL A. ZEVNIK TRUST, dated November 2, 1996 ("Zevnik
Trust"), PHILIP C. WILKINSON AND WENDY K. WILKINSON, Trustees for THE 1994
WILKINSON CHILDREN'S GIFT TRUST (the "Wilkinson Children's Gift Trust"), who are
receiving Class A Units as set forth on Exhibit "A" to this Agreement (the
foregoing are collectively referred to as the "Class A Non-Managing Members" and
individually as a Class A Non-Managing Member, as the context requires),  and
PAUL Z. ZEVNIK, an individual ("Zevnik"), and RICHARD NORTON, an individual
("Norton"), with respect to the facts that follow.

     A.   The Company was formed pursuant to a Certificate of Formation filed on
January 11, 1996 and pursuant to an Operating Agreement, dated January 11, 1996,
entered into by Ulloa, Wilkinson and Paul A. Zevnik ("Zevnik") (the "Original
Operating Agreement").
<PAGE>

     B.   Concurrent with the addition of certain Members as provided for herein
and pursuant to that certain Formation Agreement for Entravision Communications
Company, L.L.C., dated January 29, 1996, entered into by and among certain of
the Members, as amended by that certain Amended and Restated Formation Agreement
dated December 30, 1996 (collectively, the "Formation Agreement"), the Members
hereby now desire to amend and restate in its entirety the Operating Agreement
for the Company under the Delaware Limited Liability Company Act, 6 Del. C.
                                                                    -------
(S)18-101 through (S)18-1109, as amended from time to time (herein the "Act").

     C.   Pursuant to that certain Acquisition Agreement and Plan of Merger
dated July 12, 1996, Merger Corp. and the Company have agreed to acquire all the
outstanding capital stock of Valley Channel 48, Inc., a Texas corporation
("Valley Channel") in a reverse merger pursuant to which Merger Corp. will be
merged into and with Valley Channel (the "Merger").  Immediately following the
consummation of the Merger, Valley Channel will execute an amendment to this
Agreement to become a party hereto and shall enter into an Asset Contribution
Agreement to contribute substantially all of its assets to the Company in
exchange for the Class A Units set forth on Exhibit "A" hereto.

     D.   The Company has been formed for purposes of (i) combining the
operations of the television stations owned and operated by certain Class A Non-
Managing Members (which stations are listed opposite the applicable Class A Non-
Managing Members' name on Exhibit "A" hereto, which are engaged in the business
of broadcasting in Spanish principally by and through Univision Network
Affiliation Agreements entered into with Univision Network Limited Partnership,
which is controlled by Univision Communications, Inc. ("Univision") (herein,
each an "Univision Agreement") and are referred to collectively as the
"Stations"), (ii) to operate the Stations through one entity managed and
controlled by the Managing Members and (iii) to otherwise pursue opportunities
in the media business, including, but not limited to, acquisitions of other
media properties.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by the parties hereto, it is agreed as follows:

      1.  Glossary of Terms.  Except as otherwise indicated in the body of this
          -----------------
Agreement, all capitalized terms set forth herein shall have the meanings given
such terms by the Glossary attached hereto as Exhibit "B" and incorporated
herein by this reference.

      2.  Amendment/Restatement.  By this Agreement, the parties hereto amend
          ---------------------
and restate in its entirety the Original Operating Agreement for the Company
pursuant to the Act.  The term of the Company shall commence as of the date that
the Certificate of Formation for the Company was filed and, subject to
provisions set forth elsewhere herein and in the Act, shall terminate on the
latest date for dissolution set forth in Section 28, below.

      3.  Other Qualifications.  The parties to this Agreement agree that the
          --------------------
Managing Members shall cause the Company to file or record such documents and
take such other actions under the laws of any jurisdiction as are necessary or
desirable to permit the Company to do business in any such

                                      -2-
<PAGE>

jurisdiction as is selected by the Company and to promote the limitation of
liability for the Members in any such jurisdiction.

      4.  Name.  The name of the Company is "Entravision Communications Company,
          ----
L.L.C."

      5.  Registered Office; Principal Place of Business.  The address of the
          ----------------------------------------------
registered office of the Company in Delaware is and the Company's registered
agent at this Delaware address is Corporation Trust Company, 1209 Orange Street,
Wilmington, New Castle County, Delaware.  The principal place of business of the
Company is 11900 Olympic Boulevard, Suite 590, Los Angeles, California 90064.
The principal place of business of the Company may be changed from time to time,
as determined by the Managing Members.

      6.  Purposes.
          --------

          (a) General.  The purposes of the Company shall be:  (i) to enter into
              -------
a Local Marketing Agreement with each of Cabrillo, KSMS-TV, Las Tres, Golden
Hills and Tierra Alta relating to the Stations, each dated November 1, 1996
(collectively the "LMA Agreements"); (ii) to acquire the Stations pursuant to
the Asset Contribution Agreements (as defined hereinbelow) and to operate the
Stations; (iii) to acquire and to operate television station KNVO, McAllen,
Texas, pursuant to the Merger and a Local Marketing Agreement; (iv) to acquire
television station KINT-TV, El Paso, Texas and radio broadcast stations KINT-FM
and KSVE-AM, El Paso, Texas from Paso Del Norte Broadcasting Corporation
pursuant to that certain Asset Purchase Agreement, dated November 4, 1996; (v)
to enter into that certain Option Agreement among Armando Navarro, La Paz
Wireless Corporation, a Delaware corporation ("La Paz") and the Company; (vi) to
enter into that certain Local Marketing Agreement between La Paz and the
Company; (vii) to pursue, acquire and operate other media businesses, including,
without limitation, the acquisition of other Spanish language radio and
television properties herein "Acquisitions"); and (viii) such other activities
as the Managing Members may determine to be necessary and appropriate in
connection with the foregoing purposes.

          (b) Licensing.  Each of the Class A Entities holds one or more
              ---------
licenses and permits from the Federal Communications Commission ("FCC") which
shall be assigned to Entravision Holdings, LLC, a California limited liability
company ("Entravision Holdings") and a 99.999% subsidiary of the Company
pursuant to an Asset Contribution Agreement between the Company and each Class A
Entity (as defined below) pending FCC approval, (collectively the "FCC
Licenses").  The Managing Members shall take those actions reasonably necessary
to facilitate the assignment of the FCC Licenses, each Univision Agreement and
all other material contracts, leases and licenses relating to the "Businesses"
(as defined below) to the Company or Entravision Holdings pursuant to the Asset
Contribution Agreements.

          (c) Credit Facility.  All Members acknowledge and agree that
              ---------------
concurrent with the execution of this Agreement, the Company and certain Class A
Non-Managing Members are obtaining a $65,000,000 credit facility from the
several banks and financial institutions (collectively, the "Bank") party to
that certain Credit Agreement, dated December 31, 1996, with Union Bank of
California, N.A.,

                                      -3-
<PAGE>

as agent (the "Agent") for such banks and financial institutions (the "Credit
Facility"). The Members hereby acknowledge and agree that the Company and such
Class A Non-Managing Members shall each have direct primary liability and
responsibility, jointly and severally, for repayment of all sums due and payable
under the Credit Facility both before and after the closing of the Asset
Contribution Agreements.

          (d) Rights of Bank Upon Foreclosure.  It is hereby acknowledged by
              -------------------------------
each Member that certain Members have pledged all their right, title and
interest in and to their interests as Members in the Company (such interests,
the "Pledged Membership Interest") (specifically including a receiver or trustee
appointed by a court of competent jurisdiction pursuant to the Pledge Agreement)
(the "Receiver") to the Bank in connection with the Credit Facility.  In
connection therewith, the Bank, or its assignee, may, in the future, foreclose
on some or all of the Pledged Membership Interests and become Members in the
Company, provided that there shall have first been obtained all required prior
consent of the FCC.  Each Member agrees, for itself and for its successors and
assigns, that upon any such foreclosure, and provided that any such required
approval of the FCC shall have been obtained, the following shall automatically
occur, without the necessity for any notice, writing or other act:

              (i) The Managing Members shall be removed and the Receiver shall
be the sole Managing Member, with all the powers of the Managing Members set
forth in this Agreement. The Executive Committee shall resign and the Receiver
shall appoint the members of a new Executive Committee, subject to Univision's
right to appoint one of the four Executive Committee members in accordance with
Section 16(a)(i).

             (ii) The fourth sentence of Section 16(a)(i) shall be amended and
restated to read as follows:  "The Executive Committee may act on majority vote,
but only with the consent of the Receiver, on behalf of the Banks," and the
fifth and sixth sentences shall be deleted.  In addition, with respect to any
other provision of the Agreement which specifically refers to rights or powers
exercisable by one or both of Messrs. Ulloa and Wilkinson, such rights of
Messrs. Ulloa and Wilkinson shall be transferred to the Receiver and shall be
exercisable solely by the Receiver.

            (iii) The reference in Section 32 to "and Class A Non-Managing
Members holding at least seventy-five percent (75%) of the Class A Units" shall
be deleted.

             (iv) Notwithstanding the foregoing, the rights of Univision under
Section 16(c) of this Agreement, and any other provision of this Agreement which
specifically refers to rights or powers exercisable by Univision, remain
exercisable by Univision; provided that, with regard to the transfer or sale of
                          -------------
an FCC license pursuant to Section 16(c)(iii), Univision shall have no approval
rights with regard to any FCC license associated with a station which is not
party to a Network Affiliation Agreement with Univision.

          (e) Formation of Subsidiary Limited Liability Company.  All Members
              -------------------------------------------------
consent to the formation of Entravision Holdings for the sole purpose of owning
the FCC Licenses and such other assets as may be required under the terms of the
Credit Facility and/or other future bank financing.


                                      -4-
<PAGE>

      7.  Capital Contributions and Percentage Interests.
          ----------------------------------------------

           (a) Initial Capital Contributions.
               -----------------------------

               (i) In exchange for their Class A Units and Percentage Interests
set forth in Exhibit "A" hereto, Cabrillo, Golden Hills, KSMS-TV, Las Tres,
Tierra Alta and Valley Channel (each a "Class A Entity" and collectively "Class
A Entities") shall enter into the LMA Agreements and shall contribute to the
Company their respective assets and Businesses, as going concerns, including
without limitation, their FCC Licenses and Univision Agreements, indicated
opposite their respective names on Exhibit "A" hereto (with respect to each
Class A Entity collectively referred to as such Class A Entity's "Business" and
collectively the "Businesses") and shall receive a capital account credit as set
forth below. Such transfer and assignment of the Businesses shall be pursuant to
Asset Contribution Agreements between the Company and each Class A Entity (each
an "Asset Contribution Agreement"). The allocation of Class A Membership Units
to the Class A Entities is derived from the relative net equity values of the
Class A Entities set forth in revised Exhibit "D" to the Formation Agreement and
upon closing of the Asset Contribution Agreements, such values as set forth on
Exhibit "A" attached hereto shall be the initial amount reflected in the
contributing Class A Entities capital accounts. The initial capital account of
all other Members shall be as set forth on Exhibit "A" attached hereto. By
execution hereof, each Member hereby consents to the issuance of Class A Units
and Percentage Interest to Valley Channel following consummation of the Merger.
The Class A Units, Percentage Interest, and capital account to be issued to
Valley Channel shall be inserted in an amended Exhibit "A" upon closing of the
Asset Contribution Agreement relating to Valley Channel.

              (ii) In exchange for their Class A Units and Percentage
Interests, the Ulloa Trust, Zevnik Trust and Wilkinson Children's Gift Trust
shall each exchange the respective membership interests held by each trust
pursuant to the Original Operating Agreement in exchange for 23,900 Class A
Units.

             (iii) The Company previously loaned $360,366.38 to Golden Hills to
facilitate the purchase of a portion of the Fadem Estate ownership interest in
Golden Hills  (the "Fadem Interest").  Pursuant to the terms and conditions set
forth in Section 1.6 of the Formation Agreement, Zevnik has delivered a Secured
Promissory Note to the Company in the principal amount of $360,366.38 in
exchange for 10,313 additional Class A Units as set forth on Exhibit "A"
attached hereto (the "Zevnik Note").

              (iv) Ulloa and Wilkinson shall receive those certain Class C
Units in the Company indicated opposite their respective names on Exhibit "A"
hereto in connection for services to be rendered in their capacities as Managing
Members of the Company.

               (v) Except with respect to the execution and delivery of the LMA
Agreements, each Class A Entity's initial capital contribution shall be due upon
closing of the Asset Contribution Agreement relating to said entity.

                                      -5-
<PAGE>

              (vi) Zevnik and Norton shall receive those certain Class C Units
in the Company set forth opposite their respective names on Exhibit "A" hereto
in connection with services rendered to the Company.

          (b) Equity Incentive Pool.  The Company hereby adopts an equity
              ---------------------
incentive plan establishing an equity incentive pool ("Equity Incentive Pool")
to grant Class D Units to certain managers and employees of Company (including
without limitation, the Company's officers, and members of the Executive
Committee) based upon the Company's performance.  The Class D Units shall, for
all purposes, be the same as Class C Membership Units in all respects except
that Class D Units shall be non-voting and shall not exceed a five percent (5%)
ownership interest in the Company on a fully-diluted basis.  The Executive
Committee has the right to establish a vesting schedule for the Class D Units,
which schedule shall be determined in the Executive Committee's sole discretion.
The Class D Units shall be issued pursuant to an Option Agreement in a form
approved by the Managing Members, which shall provide for a nominal exercise
price per Class D Unit and shall only be exercisable in connection with an
initial public offering of the Company's securities, the sale of substantially
all of the Company's assets or substantially all of the Members' Percentage
Interests in the Company or within thirty (30) days following an optionee's
termination of employment with the Company or on such other terms and conditions
determined by the Executive Committee.

           (c) Future Capital Requirements.
               ---------------------------

               (i) Third-Party Loans.  The Members intend and agree that the
                   -----------------
Company's additional cash requirements for operations will be satisfied via
loans from third-party lenders on commercially reasonable terms and conditions.
In addition, the Members acknowledge and agree that in connection with potential
Acquisitions, the Company may borrow from third-party lenders and/or incur
purchase money indebtedness in connection with such Acquisitions.  Prior to
incurring any third-party indebtedness, the terms and conditions of such
indebtedness must be approved by the Executive Committee.  The Executive
Committee shall have the right to hypothecate Company Assets in connection with
any third party loan approved by the Executive Committee.  In the event that the
Executive Committee determines in good faith that the Company requires
additional funds, it shall provide written notice to the other Members of the
total amount of funds required and the purpose(s) therefor.  If no third-party
loans are funded within sixty (60) days after such notice has been given, or if
the net proceeds of any such loans is less than the amount of funds required by
the Company, the Executive Committee may, but shall not be required to, request
that the Members make discretionary loans to the Company in the aggregate amount
necessary to cover the shortfall, which loans shall be made within thirty (30)
days after a second written notice from the Executive Committee specifying the
revised amount of funds required (after taking into account any third-party loan
proceeds), each Member's share thereof and the anticipated use or uses of such
funds.  All such loans shall be voluntary and shall be made in accordance with
the terms set forth in Section 9 hereof.

             (ii)   No Member Guaranties.  Notwithstanding anything in this
                    --------------------
Agreement to the contrary and except pursuant to the terms of the Credit
Facility, no Member nor any Affiliate of such Member shall be obligated to
guarantee any Company indebtedness.

                                      -6-
<PAGE>

               (ii)  Secondary Funding Sources.  In the event the Company
                     -------------------------
requires additional funds for any reason, which funds have not been obtained (or
cannot be obtained) pursuant to the above provisions, the Executive Committee
may, but shall not be obligated to, obtain the required funds from the issuance
of a separate class of Non-Managing Member interests ("Class B Interests").
Prior to issuing any Class B Interests to outside persons, the Executive
Committee shall first give written notice of such proposed equity offering to
all the existing Members of the Company, which shall contain the amount and
terms and conditions pursuant to which the Company proposes to issue additional
Class B Interests in the Company (herein the "Equity Notice").  In the Equity
Notice, the Company shall offer to each Member (the "First Refusal Offer") the
right to purchase a Proportionate share of the Class B Interests being offered
by the Company on the terms and conditions set forth in said Equity Notice.  The
Members shall notify the Company of their respective elections within thirty
(30) days of receipt of the Equity Notice.  No Member shall be required to make
additional capital contributions hereunder.  If any Member does not wish to
accept such First Refusal Offer he, she or it shall give written notice to the
Company within thirty (30) days after receipt of the Equity Notice of his, her
or its intention to reject the First Refusal Offer.  If an existing Class A Non-
Managing Member does not purchase his or its entire Proportionate share of the
Class B Interests being offered to him or it, such share may be purchased by the
other Class A Non-Managing Members on a Proportionate basis. This process shall
be repeated until all of the Class B Interests have been purchased by the
existing Class A Non-Managing Members or until no existing Class A Non-Managing
Member has any further interest in purchasing the Class B Interests -- but in no
event shall the process continue beyond thirty (30) days after the thirty (30)
day period referred to above.  If existing Class A Non-Managing Members do not
purchase all of the Class B Interests, the unpurchased Interests shall then be
offered to outside investors on the same terms and conditions offered to the
Class A Non-Managing Members.  The Members acknowledge that in connection with
any issuance of Class B Interests, Univision shall have the right to make an
additional long-term loan to the Company in a "Proportionate Amount," (as such
term is defined on attached Exhibit "D-2"), which additional note shall be on
the same terms and conditions as the Subordinated Note and shall be accompanied
by additional options to acquire the Class B Interests in an amount to allow
Univision to maintain an ownership interest in the Company equal to the then
Option Percentage (as such term is defined in attached Exhibit "D."  The rights
of first refusal and Univision right to make an additional loan set forth in
this Section 7(c)(v) shall terminate upon the Initial Public Offering of
securities in the Company or a successor "C" Corporation pursuant to Section
26(i) hereof.

           (d) Univision Transactions.
               ----------------------

               (i)  Univision Subordinated Note. Univision has entered into that
                    ---------------------------
certain Subordinated Note Purchase and Option Agreement with the Company,
pursuant to which Univision will acquire a Ten Million Dollar ($10,000,000) Non-
Negotiable Subordinated Note (the "Subordinated Note") and a related Class A
Membership Option (the "Univision Option") (collectively the "Univision
Investment"). The Subordinated Note shall refinance an existing $3 million loan
from Univision in its entirety. The terms of the Subordinated Note and the
Univision Option are more particularly described hereinbelow. The Members hereby
acknowledge and consent to the Univision Investment.

                                      -7-
<PAGE>

               (ii) Univision Affiliation Agreements.  Concurrent with the
                    --------------------------------
closing of the Univision Investment, Univision shall enter into a Univision
Network Affiliation Agreement relating to each station to provide for a new
twenty-five (25) year term under each Univision Agreement.

              (iii) Terms of Subordinated Note.  The Subordinated Note shall be
                    --------------------------
in the form of that certain Non-Negotiable Subordinated Note attached hereto as
Exhibit "D-1" and incorporated herein by this reference.

               (iv) Terms of Univision Option.  The Univision Option will grant
                    -------------------------
Univision the right to acquire an equity interest in the Company through the
acquisition of Class A Non-Managing Membership Units for a total exercise price
of Ten Million Dollars ($10,000,000).  The Univision Option shall be on the
terms set forth in the Univision Subordinated Note Purchase and Option Agreement
attached hereto as Exhibit "D-2."

          (e) Las Tres Campanas Television, Inc. ("Campanas"), a Nevada
              ----------------------------------
corporation, purchased from third parties outstanding shares of common stock of
Campanas.  The cash portion of the purchase was advanced by the Company.
Campanas is a low-power television station in Las Vegas, Nevada which broadcasts
a simulcast of the Tierra Alta broadcast.  In connection with said purchase,
Ulloa and Alexandra Seros ("Seros") guaranteed to make the payment of a
promissory note in the principal amount of $262,500 (the "Campanas Note"),
delivered by Campanas in connection with the purchase of said shares.  In
consideration for Ulloa's and Seros' agreement to contribute all of the Campanas
stock and/or substantially all the assets of Campanas to Entravision upon full
repayment of the Campanas Note, the Company hereby agrees to (i) advance all
payments due under the Campanas Note and (ii) defend, indemnify and hold
harmless Seros and Ulloa from and against any claim, demand, liability or
obligation arising out of or relating to the Campanas Note.

          (f) Valley Channel Debt.  The Company and certain Members thereof
              -------------------
intend to jointly and severally borrow $25,000,000 pursuant to the Credit
Facility to fund the acquisition of Valley Channel (the "Valley Channel
Indebtedness").  All parties hereto acknowledge and agree that, notwithstanding
the subsequent transfer of the assets of Valley Channel to the Company, Valley
Channel shall retain the ultimate risk of loss with respect to the Valley
Channel Indebtedness. Accordingly, Valley Channel hereby agrees that should a
default exist pursuant to the terms of the Credit Facility with respect to the
Valley Channel Indebtedness, Valley Channel shall be obligated to make an
additional capital contribution to the Company pursuant to this Section 7(f) in
an amount equal to any deficiency with respect to the Valley Channel
Indebtedness after the Company has transferred, liquidated or otherwise disposed
of all of its assets in satisfaction thereof.  Valley Channel hereby irrevocably
waives any rights of subrogation against the Company with respect to the Valley
Channel Indebtedness.  All parties acknowledge and agree that this Section 7(f)
shall be interpreted in all respects such that Valley Channel shall retain the
"economic risk of loss" with respect to the Valley Channel Indebtedness as such
term is defined in Regulations Section 1.752-2, and Valley Channel agrees to
take all actions and execute all documents necessary to reflect the same.

                                      -8-
<PAGE>

      8.  Withdrawal of Capital; Interest on Capital.  Except as may otherwise
          ------------------------------------------
be explicitly provided herein, a Member's capital contributions may not be
withdrawn without the approval of a majority of the Executive Committee members,
and no interest or similar return shall be paid on the capital contributions of
any Member.

      9.  Member Loans.  No Member may lend monies to the Company without the
          ------------
written approval of the Managing Members.  Any permitted Member loan shall be
evidenced by one or more separate agreements and instruments setting forth the
terms of such loan or, absent such documentation, shall bear interest at the
Prime Rate, plus two percent (2%), and shall be repaid in accordance with the
applicable provisions of Section 11 hereof.  The making of any Member loan shall
not increase the lending Member's capital account and shall not entitle the
lending Member to an increase in its Percentage Interest.  This Section 9 shall
not apply to the Univision Subordinated Note or loans by Univision to purchase
its Proportionate Amount.

      10. Determination of Profit and Loss.
          --------------------------------

          (a) Fiscal Year.  The Company's taxable year shall be December 31,
              -----------
unless a different year is required under applicable federal income tax laws or
is permitted and is selected by the Managing Members.

          (b) Accounting.  The Company's net profit or net loss for each fiscal
              ----------
year shall be determined using the accrual basis method of accounting, unless a
different method is required under applicable federal income tax laws or is
permitted and is selected by the Managing Members.

          (c) Computation Conventions.  Each Member's share of the Company items
              -----------------------
of income, gain, loss, deduction and credit shall be determined as of the end of
business on the last day of each fiscal year and allocated as provided herein.
Except as may otherwise be from time to time required by applicable provisions
of the Code and the Regulations, the Company's items of income, gain, loss,
deduction and credit shall be deemed to have been earned or incurred ratably
during each fiscal year; however, gains from sales and losses from sales, to the
extent of the gain or loss recognized and taxable in the year of such sale(s),
shall be allocated solely to the Members who were Members at the time of the
occurrence of the taxable event(s).  Additionally, any allocation of income,
gains, deductions and/or losses to the Members which is to be made in accordance
with their respective Percentage Interests shall reflect any changes to the
Members' respective Percentage Interests which occurred during the Company's
fiscal year with respect to which the allocation is being made, deter  mined
using the interim closing-of-the books method except that depreciation,
amortization and similar items with respect to assets owned by the Company
during the entire year shall be deemed to accrue ratably on a daily basis during
the year.

                                      -9-
<PAGE>

      11. Capital Accounts and Valuation.
          ------------------------------

                                     -10-
<PAGE>

          (a) Capital Account Principles.  A separate capital account shall be
              --------------------------
established and maintained for each Member in accordance with all applicable
provisions of the Regulations under Sections 704(b), 704(c) and 752 of the Code.

          (b) Valuation Principles.  The Members' respective capital accounts
              --------------------
shall be adjusted to reflect a revaluation of the Company's Assets when such
revaluation is required by the Regulations under Code Section 704(b).  In
situations where such Regulations permit a revaluation of Company Assets, but
where such revaluation is not required, such revaluation shall occur if the
Managing Members so determine.

          For purposes of revaluing Company Assets and adjusting the Members'
respective capital accounts, a Majority in Interest of the Members shall attempt
in good faith to agree on a value of the Assets.  If they are unable to agree on
a value, they shall attempt to agree on a single appraiser with substantial
experience in valuing similar Assets to value the Assets.  If they are unable to
agree on a single appraiser to render an appraisal, the Managing Members and a
Majority in Interest of the Non-Managing Members shall each select an appraiser
with substantial experience in valuing similar Assets, and the two appraisers so
selected shall then agree upon a third similarly qualified appraiser.  Such
third appraiser shall then render the appraisal.  If either the Managing Members
or a Majority in Interest of the Non-Managing Members fails for any reason to
select an appraiser within fifteen (15) days after being requested to do so by
the other, the appraiser chosen by the other shall render the appraisal.  The
determinations of the appraiser selected pursuant to this Section 11(b) to value
the Company's Assets shall be binding upon the Company, the Members and any
other interested persons.

      12. Distributions and Withholding.
          -----------------------------

          (a) Quarterly Tax Distributions.  The Company shall make distributions
              ---------------------------
of estimated Cash Available for Distribution to the Members in proportion to and
to the extent of their respective Presumed Company Tax Liabilities each of the
first three calendar quarters of each year.  The Company may follow the
procedures described in the preceding sentence with respect to the fourth
calendar quarter, or at the option of the Executive Committee, the Company's
accountants shall compute the exact amount of each Member's annual tax liability
with respect to allocations of income and gain, loss and deduction from the
Company and the Company shall distribute to each Member out of Cash Available
for Distribution an amount equal to the excess (if  any) of such actual tax
liability over the three previous quarterly distributions of Cash Available for
Distribution pursuant to this Section 12(a). Such final distribution (if
applicable) shall be made to each Member on or prior to the date payment is due
with respect to such actual tax liability.  Any excess distribution made
pursuant to this Section 12(a) shall be offset against future distributions due
the Recipient pursuant to Section 12 (b) or (c).

          (b) Distributions in the Ordinary Course of Business.  Other than in
              ------------------------------------------------
connection with dissolution and termination of the Company, subject to the
                            ---
Univision Note, Cash Available for Distribution shall be distributed at such
times and in such amounts as determined by the Executive Committee, in the
following order of priority:


                                     -11-
<PAGE>

          (i)  First, to the Members in proportion to and to the extent of their
respective shares of accrued but undistributed funds pursuant to Section 12(a)
hereof;

         (ii)  Second, to the Members who have made permitted loans to the
Company, in proportion to and to the extent of the amounts owed such Members
(including accrued but unpaid interest on such loans) and then due;

         (iii) Thereafter, to the Members in accordance with their
respective Percentage Interests.

The Members acknowledge and agree that the Executive Committee has the right to
reasonably distribute amounts in excess of Reserves based on the actual and
contemplated needs of the Company at the time of such distribution.

       (c) Distributions Upon Sale or Liquidation.  Except as otherwise
           --------------------------------------
provided in this Section 12(c), distributions in connection with (a) the
termination, liquidation, sale, merger, consolidation, or other business
combination of the Company with or into another person or persons, or (b) any
sale or conveyance to another person of the Assets of the Company as an entirety
(with each of the transactions referred to in (a) and (b) above (herein, a
"Capital Transaction"), shall be made to the Members as follows:

          (i) First, to establish Reserves deemed appropriate by the Managing
Members to pay any known or contingent liabilities and, if appropriate, to pay
the costs of winding up and liquidating the Company;

         (ii) Second, to the Members who have made permitted loans to the
Company, in proportion to and to the extent of the amounts owed such Members
(including accrued but unpaid interest on such loans);

        (iii) Third, to the Members with positive capital account
balances, in proportion to and to the extent of such positive capital account
balances;

         (iv) Thereafter, the Members in accordance with their respective
Percentage Interests.

       (d) Withholding.  The Company shall withhold in the manner, in the
           -----------
amounts, and at the times prescribed by Sections 1441 et seq. and other
                                                      -- ---
applicable provisions of the Code and the Treasury Regulations in connection
with distributions from the Company and allocations of Company income, gain,
losses and deductions.  The Company shall also comply with the requirements of
any applicable state laws requiring withholding on allocations of Company
income, gains, losses and deductions, as well as withholding on distributions.
Notwithstanding the foregoing, however, no withholding for federal income tax
purposes shall be required with respect to any Member who furnishes the Managing
Members with a certificate (the "Certificate") containing the following: (i) the

                                     -12-
<PAGE>

member's name, address and U.S. social security number or other U.S. taxpayer
identification number; (ii) a statement under penalty of perjury that the Member
is not a foreign person, but rather is a "U.S. person" within the meaning of
Code Section 7701(a)(30); and (iii) an obligation to notify the Company within
sixty (60) days of a change to the Member's status as a U.S. person.  In the
event applicable state law provides a similar safe-harbor from withholding, no
withholding shall be required with respect to any Member who strictly complies
with the requirements of the safe-harbor, as determined by the Managing Members
in their sole discretion.  Each Certificate supplied by a Member shall be
effective for a period of three (3) years after it has been provided to the
Managing Members, subject to earlier termination on the date the Company
receives notice or otherwise learns of a change in the Member's status as a U.S.
person.  The Managing Members shall have no duty whatsoever to investigate the
veracity of any Certificate, and any Member furnishing a Certificate shall
indemnify the Managing Members and shall hold them and the Company harmless from
any and all losses incurred by the Managing Members and/or the Company,
including, without limitation, attorney's fees, by reason of the Company's
failure to withhold.  The Managing Members are hereby authorized for the purpose
of satisfying a Member's indemnification obligation pursuant to this Section to
withhold all or any portion of any Company distribution that would otherwise be
payable to the Member.  Any amount so withheld shall instead be distributed to
the Members who have been assessed a penalty or penalties for failure to
withhold and thereafter to the other Members on a Proportionate basis, and,
notwithstanding anything in the provisions of this Agreement relating to
allocations of Net Income (excepting only "regulatory allocations") to the
contrary, a corresponding amount of Company gross income (and, if necessary,
gains from sale) shall be allocated as quickly as possible to such Members in
proportion to and to the extent of the distributions made to them pursuant to
this Section.

          (e) Certain In-Kind Distributions Within Five (5) Years.  In the event
              ---------------------------------------------------
the Company is liquidated within five (5) years from the date an Asset with a
value in excess of its tax basis is contributed to the Company and, in
connection therewith, all or a portion of such Asset is to be distributed in-
kind pursuant to Section 11 hereof, the Asset to be distributed shall be
revalued pursuant to Section 11(b), and any increase or decrease in the value of
such Asset shall be reflected in the Members' capital accounts in accordance
with the applicable terms of this Agreement and the applicable principles of the
Regulations under Code Sections 704(b) and (c).  After such revaluation and the
related capital account adjustments have occurred, subject to the provisions of
Section 12(c), the Asset (or as great an interest therein as possible) shall be
distributed to the Member(s) who contributed the Asset to the Company.  The
Members acknowledge that, to the extent permitted by applicable state and
federal laws, the Member who contributed an Asset, such as a Station, has the
right to require the return of such Asset upon the Company's liquidation.

          (f) Safir Class D Units.  Notwithstanding anything to the contrary
              -------------------
contained herein, in no event shall the Class D Units to be held by Larry Safir
and issued pursuant to the terms of his Executive Employment Agreement dated
January 1, 1997 (the "Employment Date") by and between Safir and the Company
receive any distributions of cash or property pursuant to this Section 12 prior
to the third anniversary of the Employment Date.


                                     -13-
<PAGE>

      13. Allocation of Net Income and Net Losses.
          ---------------------------------------

          (a) General Allocation Scheme for Net Losses.  Net Losses of the
              ----------------------------------------
Company shall be allocated to the Members in proportion to their Percentage
Interests.  Notwithstanding the previous sentence, loss allocations to a Member
shall be made only to the extent that such loss allocations will not create a
deficit Adjusted Capital Account balance for that Member.  Any loss not
allocated to a Member because of the foregoing provision shall be allocated to
the other Members (to the extent the other Members are not limited in respect of
the allocation of losses under this Section 13(a).  Any loss reallocated under
this Section 13(a) shall be taken into account in computing subsequent
allocation of income and losses pursuant to this Section 13, so that the net
amount of any item so allocated and the income and losses allocated to each
Member pursuant to this Section 13, to the extent possible, shall be equal to
the net amount which would have been allocated to each Member pursuant to this
Section 13 if no reallocation of losses had occurred under this Section 13(a).

          (b) General Allocation Scheme for Net Income.  Net Income of the
              ----------------------------------------
Company realized other than in connection with the Capital Transaction of the
Company shall be allocated to the Members as follows:

              (i) First, to the Members with negative Adjusted Capital Account
balances, in proportion to the extent of such negative Adjusted Capital Account
balances;

             (ii) Second, to the Members in the proportion and to the extent
necessary to eliminate as quickly as possible the positive difference (if any)
between (1) the cumulative allocations of Net Losses to each Member, and (2) the
cumulative amount of Net Income previously allocated to such Member pursuant to
this Section 13(b) and Section 13(c);

            (iii) Thereafter, to the Members in accordance with their respective
Percentage Interests.

          (c) Special Allocations.  Before allocating any amount(s) pursuant to
              -------------------
Section 13(a) and/or Section 13(b), the following special allocations shall, in
the order in which they appear, be made:

              (i) To the extent permissible under the Regulations, in the event
the Company is required to realize imputed income or expense, including interest
income or expense under Code Section 1272 et seq. and/or Code Section 7872 in
                                          -- ---
connection with a transaction(s) between the Company and one or more Members,
each item of such imputed income or expense shall be allocated to the Member(s)
who is/are to report the corresponding imputed item, in proportion to and to the
extent of the imputed amount required to be reported by each such Member.

             (ii) In the event that a Member is required to recognize income
pursuant to Code Section 83 in connection with receipt of a profits interest in
the Company, any corresponding deduction permitted to the Company under Code
Section 83(h) shall be specially allocated to the Member required to recognize
the income under Code Section 83.  In the event that all or any portion

                                     -14-
<PAGE>

of a deduction pursuant to Code Section 83(h) is required to be capitalized,
deductible Net Losses shall instead be allocated as soon as possible to the
Member required to recognize the income under Code Section 83. This provision
shall be applied retroactively (to the extent deductions to be allocated
pursuant to this part (ii) can be allocated via amended Company tax returns) and
retrospectively (to the extent such deductions cannot be allocated via amended
Company tax returns) in the event that the Company's or any Member's return is
audited and an adjustment is determined requiring any Member to recognize income
under Code Section 83.

          (d) Regulatory Allocations.  It is the intention of the Members that
              ----------------------
the allocation of tax attributes arising from the Company comply with applicable
provisions of the Regulations under Sections 704(b), 704(c) and 752 of the Code.
To conform further the allocation provisions of this Agreement to such
Regulations, the Members agree that the following special allocation rules shall
apply, provided, however, that in respect of any particular allocation the
following rules shall supersede the provisions otherwise applicable under this
Section 13 only to the extent necessary to cause such allocation to be respected
under the Regulations.  In the event of any inconsistency between the
Regulations and the provisions of this Section 13(d), the Regulations shall
govern.

              (i) In accordance with Code Section 704(c), and the Regulations
promulgated thereunder, income, gain, loss and deduction with respect to any
property contributed to the capital of the Company shall, solely for tax
purposes, be allocated among the Members so as to take account of any variation
between the adjusted basis of such property to the Company for federal income
tax purposes, and its fair market value on the date of contribution.
Allocations pursuant to this Section 13(d)(i) are solely for purposes of
federal, state and local taxes.  As such, they shall not affect or in any way be
taken into account in computing a Member's Account or share of profits, losses,
or other items of distribution pursuant to any provision of this Agreement.  All
Members acknowledge and agree that the allocation of items pursuant to this
Section 13(d)(i) shall be made utilizing the traditional method of making
Section 704(c) allocations set forth in Regulation Section 1.704-3(b).

             (ii) In the event that a revaluation of the Company's Assets is
reflected in the Members' capital accounts, depreciation, depletion,
amortization and other "tax items" shall be allocated in the manner required by
the Regulations Sections 1.704-1(b)(2)(iv)(g) and 1.704-1(b)(4)(i).

            (iii) If during any Company fiscal year there is a net decrease in
the Minimum Gain or net decrease in Minimum Gain attributable to the disposition
of a particular Asset, then items of income and gain of the Company shall be
allocated in the manner required by the applicable "minimum gain chargeback"
provisions of Regulation Section 1.704-2.

             (iv) If a Member receives an adjustment, allocation or
distribution described in Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or
(6) which is unexpected within the meaning of Regulations Section 1.704-1(b)(2)
(ii)(d) and which causes or increases a negative balance in such Member's
Adjusted Capital Account, such Member will, to the extent required by
Regulations Section 1.704-1(b)(2)(ii)(d), be allocated an amount of gross income
and/or gain sufficient to eliminate such negative balance as quickly as
possible.

                                     -15-
<PAGE>

               (v) All deductions attributable to Member Non-Recourse Loans
shall be allocated as required by the applicable provisions of Regulations
Section 1.704-2.

          (e) Curative Allocations.  Any special allocation of items pursuant to
              --------------------
Sections 13(c) and (d)(iii) through (v) shall be taken into account under
Sections 13(a) and 13(b) in computing allocations of gain or loss on each sale
of Company Assets or an interest or interests therein so that the net amount of
income, gains, losses and deductions and all other items allocated to each
Member pursuant to this Section 13 shall, to the extent possible, be equal to
the net amount that would have been allocated to each Member if the above
specified special allocations had not been made.

          (f) Depreciation Recapture.  In determining the character (but not
              ----------------------
priority or amount) of Net Income allocable pursuant to Section 13(b) in
connection with a sale or sales of Assets giving rise to ordinary income
depreciation recapture, the Members shall be allocated ordinary income
depreciation recapture to the extent of their respective shares of the Company's
prior depreciation deductions.

          (g) Allocation Adjustments.  The allocations set forth in this Section
              ----------------------
are intended to allocate Company income, gains, deductions and losses to the
Members for federal income tax purposes in accordance with their economic
interests in the Company while complying with the requirements of Code Sections
704(b), 704(c) and 752, as well as the Regulations promulgated under such
Sections.  If, in the opinion of the Company's tax counsel, the allocation of
profits or losses pursuant to the preceding provisions of this Section 13 does
not (i) satisfy the requirements of Code Section 704(b), 704(c), 752 or the
Regulations underlying any of these Sections, (ii) comply with any other
provisions of the Code or the Regulations, or (iii) properly take into account
any expenditure or item of income or gain of the Company or the transfer of an
interest in the Company, then notwithstanding anything to the contrary contained
in the preceding provisions of this Section 13, the income, gains, deductions
and/or losses of the Company shall be allocated in such manner as the Company's
tax counsel determines to be required so as to reflect properly (i), (ii) and/or
(iii) of this Section 13(g), as the case may be, and the Managing Members shall
have the right to amend this Agreement without action by the Members to reflect
any such change in the method of allocating Company income, gains, deductions
and/or losses, provided, however, that any change in the method of allocating
such income, gains, deductions and/or losses shall not materially alter the pre-
tax economic arrangement among the Members.

          (h) Safir Allocation Adjustments.  Notwithstanding anything to the
              ----------------------------
contrary contained herein, in no event shall the Class D Units to be held by
Larry Safir and issued pursuant to the terms of his Executive Employment
Agreement dated to be entered into and commence as of the closing of the Valley
Channel Acquisition Agreement and Plan of Merger (the "Employment Date") by and
between Safir and the Company receive any allocations of income, gain, loss or
deduction pursuant to this Section 13 prior to the third anniversary of the
Employment Date.

                                     -16-
<PAGE>

      14. Company Books, Records and Reports.
          ----------------------------------

          (a) Maintenance of Books and Records.  True and proper books, records,
              --------------------------------
reports, bank account statements, accounting records and accounts of the Company
shall be maintained by the Managing Members at all times, in which shall be
entered fully and accurately all Company transactions.  All such items, together
with this Agreement and any amendments thereto, shall at all times be kept at
the principal place of business of the Company, or such other location as the
Managing Members may select from time to time.

          (b) Inspection Rights.  Upon the request of a Member or the holder of
              -----------------
an economic interest in the Company, for purposes reasonably related to the
interest of that person as a member or holder of an economic interest, the
Managing Members shall promptly deliver to the Member or holder of an economic
interest, at the expense of the Company, a copy of any or all of the items
listed in subparts (i), (ii) and (iv) of Section 14(d) below, as well as a copy
of this Agreement.  Each Member and holder of an economic interest shall also
have the right, upon reasonable request, for purposes reasonably related to the
interest of that person as a Member or holder of an economic interest in the
Company, and at such person's sole expense, to inspect and copy during normal
business hours the other items listed in Section 14(d) below, as well as any
other books, records, reports, returns and the like required to be maintained at
the Company's principal office pursuant to Section 17058 of the Act.

           (c) Financial and Tax Reports.
               -------------------------

               (i) Annual Report. At the end of each fiscal year, the books
                   -------------
shall be closed and statements reflecting the financial condition of the Company
and its profits or losses shall be prepared by the Managing Members or, at the
Managing Members' election, by an accounting firm employed at the Company's
expense.

                   If the Company has more than thirty-five (35) Members, not
later than one hundred twenty (120) days after the close of the fiscal year, the
Managing Members shall cause an annual report to be sent to each of the Members.
The annual report shall contain a balance sheet as of the end of the fiscal year
and an income statement and statement of changes in financial position for the
fiscal year. Additionally, if the Company has more than thirty-five (35)
Members, Members representing at least five percent (5%) of the Percentage
Interests, or three (3) or more Members, may make a written request to the
Managing Members for an income statement of the Company for the initial 3-month,
6-month or 9-month period of the fiscal year ended more than thirty (30) days
prior to the date of the request, and a balance sheet of the Company as of the
end of that period. These statements shall be delivered or mailed to the Members
within thirty (30) days thereafter.

                   The financial statements referred to in this Section shall be
accompanied by the report thereon, if any, of the accountants engaged by the
Company or, if there is no report, the certificate of the Managing Members that
the financial statements were prepared without audit from the books and records
of the Company.

                                     -17-
<PAGE>

              (ii)  Tax Information.  The Managing Members or, at the Managing
                    ---------------
Members' election, an accounting firm employed at the Company's expense, shall
send to each of the Members, within ninety (90) days after the end of each
taxable year, such information as is necessary to complete his or its federal,
state and local income tax or information returns, and, if the Company has
thirty-five (35) or fewer members, a copy of the Company's federal, state, and
local income tax or information returns for the year.

          (d) Information Available at Principal Office.  The following shall be
              -----------------------------------------
maintained by the Managing Members at the Company's principal place of business:

              (i) A current list of the full name and last known business or
residence address of each Member and of each holder of an economic interest in
the Company, set forth in alphabetical order, together with the contribution and
the Percentage Interest of each Member and holder of an economic interest;

             (ii) The full names and business or residence addresses of the
Managing Members;

            (iii) A copy of the Certificate of Formation and all amendments
thereto, together with any powers of attorney pursuant to which the Certificate
of Formation or any amendments thereto were executed;

             (iv) Copies of the Company's federal, state, and local income tax
or information returns and reports, if any, for the six most recent taxable
years;

              (v) A copy of this Agreement and any amendments hereto, together
with any powers of attorney pursuant to which this Agreement was executed;

             (vi) Copies of the financial statements of the Company, if any,
for the six most recent fiscal years; and

            (vii) The books and records of the Company as they relate to the
internal affairs of the Company for at least the current and past four fiscal
years.

       (e) Banking.  The Managing Members shall open and maintain one or more
           -------
separate bank accounts in the Company's name in which Company funds may be
deposited.  The funds in such accounts shall be used solely for the Company
business, and all withdrawals therefrom may be made only on the signature of one
or more individuals authorized by the Managing Members.

      15. "Tax Matters Partner".  Walter F. Ulloa is hereby designated the "Tax
          ---------------------
Matters Partner" for purposes of Sections 6221-6233 of the Code.  The "Tax
Matters Partner" may rely upon its certified public accountants or tax attorneys
with respect to any election, action or determination relating to a Company
audit and any proceedings arising therefrom.  The "Tax Matters Partner" shall
give all other

                                     -18-
<PAGE>

Members prompt notice of any communication from the IRS or any action it
proposes to take as the "Tax Matters Partner." The "Tax Matters Partner" shall
be reimbursed for any expenditures made or expenses incurred by it on behalf of
the Company in connection with such audit or proceeding.

      16. Management.  Subject to the provisions of this Section 16 and except
          ----------
as otherwise explicitly provided herein, the Company shall be managed by the
Managing Members, who are hereby designated pursuant to Section 18-401 of the
Act.  Pursuant to Section 16(a) the Managing Members shall establish an
Executive Committee, which shall have the rights, powers and duties set forth in
Sections 16(a) and (b) below.  The Executive Committee shall also appoint
officers of the Company, who shall be responsible for management of the day-to-
day business of the Company, subject to the supervision and authority of the
Executive Committee as set forth in this Section 16.  The Non-Managing Members
shall not participate in the management or control of the Company business.

           (a) Executive Committee.
               -------------------

               (i) The Company shall have an Executive Committee, which shall
consist of four (4) individuals. The Executive Committee shall consist initially
of four (4) members, as follows: Walter F. Ulloa, Philip C. Wilkinson, Paul A.
Zevnik and a member designated by Messrs. Ulloa, Wilkinson and Zevnik. Upon
Univision's exercise of the Univision Option, Univision shall have the right to
elect one of the four Executive Committee members. The Executive Committee may
act on majority vote, but only with the consent of both Messrs. Ulloa and
Wilkinson. In the event of a disagreement between Ulloa and Wilkinson, such
dispute shall be resolved in accordance with Section 17 of this Agreement. In
the event of a deadlock vote of the Executive Committee where Messrs. Ulloa and
Wilkinson vote in the same manner and Mr. Zevnik and the other Executive
Committee member vote together, the vote of Messrs. Ulloa and Wilkinson shall be
controlling and the Executive Committee shall be empowered to take action based
upon such vote. Each member of the Executive Committee, including a member of
the Executive Committee elected to fill a vacancy, shall serve until the next
annual election of the Executive Committee members and until a successor has
been elected and qualified, except in the case of death, resignation or removal
of such member of the Executive Committee. The Executive Committee shall have
regular monthly meetings by telephone or in person. The Managing Members, or any
member of the Executive Committee who wishes to do so, may call a meeting of the
Executive Committee by providing advance written notice to all members of the
Executive Committee at least three (3) business days, and no more than thirty
(30) days, prior to the meeting. Each meeting of the Executive Committee shall
take place at the principal place of business of the Company or a different
location otherwise agreed upon by a majority in number of the Executive
Committee members. One or more members of the Executive Committee may
participate in an Executive Committee meeting in person, by telephone or by
proxy.

               (ii)  [Intentionally omitted.]

          (b)   Matters Requiring Executive Committee Approval.  In addition to
                ----------------------------------------------
any other matters requiring the vote or approval of a Majority in Interest of
the Members pursuant to provisions

                                     -19-
<PAGE>

set forth elsewhere in this Agreement, the following matters shall require
approval of the Executive Committee pursuant to the rules and procedures set
forth in Section 16(a)(i) above.

               (i) Approve budgets for the Company, including, but not limited
to, capital and operating budgets;

              (ii) Authorize and/or issue any debt securities, equity
securities and/or securities convertible into equity securities of the Company;

             (iii) Make any loans, guarantees or joint ventures, or invest in
partially owned subsidiaries;

             (iv)  Create any subsidiary;

              (v)  Merge, consolidate, reorganize or dispose of all or
substantially all of the Company's assets;

             (vi)  Engage in any business other than those presented in the
approved business plan of the Company;

             (vii) Except with respect to tax distributions, pay or declare any
distribution on the Company's Membership interests or repurchase any Membership
interests;

            (viii) Establish or modify any employee equity, stock option,
pension, profit sharing or other similar plan;

             (ix)  Any pledge, mortgage or hypothecation of any assets of the
Company;

              (x)  Except as set forth in an approved budget, any expenditure of
cash or other property by the Company in excess of $75,000;

              (xi) Except as set forth in an approved budget and except for the
compensation payable to Messrs. Ulloa and Wilkinson under their Employment
Agreements with the Company (as described in Section 19(d) herein), the payment
or agreement to pay salaries, wages, bonuses consulting fees and/or actual or
projected commissions to any employee of the Company in excess of $200,000 per
twelve (12) month period;

             (xii) Except as set forth in an approved budget, the execution of
any promissory note, guarantee or other form of indebtedness in excess of
$120,000 by the Company or the consummation of bank or financial institution
loan or credit arrangement; and

                                     -20-
<PAGE>

              (xiii)  Except as set forth in an approved budget, the execution
of any lease or other obligation for real or personal property wherein the total
expected payments by the Company exceed $120,000 per twelve (12) month period.

          (c) Matters Requiring Univision Approval.  If and only if Univision
              ------------------------------------
exercises the Univision Option, the following matters shall require Univision's
approval, which shall not be unreasonably withheld, except as otherwise
specified:

              (i)   Acquisition of assets by the Company for a purchase price
equal to or greater than the greater of (a) Five Million Dollars ($5,000,000) or
(b) ten percent (10%) of the Company's "Net Asset Value." Net Asset Value shall
be defined to mean the most recent four (4) quarters of EBITDA (excluding
"Additional Compensation" as that term is defined in that certain Letter
Agreement between Univision and the Company dated December 30, 1996 times eight
(8), less outstanding indebtedness, other than the Subordinated Note.

              (ii)  Incurrence of debt (excluding the Subordinated Note and
excluding debt incurred under the Credit Facility) if, on a pro forma basis, the
debt to EBITDA (**) ratio would exceed the ratio set forth below for the
applicable EBITDA of the Company:
<TABLE>
<CAPTION>

                          EBITDA                    LEVERAGE RATIO
                          ------                    --------------
               <S>                                  <C>

               Up to $5 million                        4.00 : 1
               $5.0 to less than $6.5 million          4.25 : 1
               $6.5 to less than $8.0 million          4.50 : 1
               $8.0 to less than $10.0 million         4.75 : 1
               $10 million or greater                  5.00 : 1
</TABLE>

              (iii) Subject to Section 6(d)(iv), any transaction involving the
direct or indirect transfer or sale of any FCC License (including a sale of
Membership Units) in which case, except as provided below, Univision's consent
may be withheld in its sole discretion; provided, however, in connection with a
transfer of Membership Interests subject to the provisions of Section 26(d)
below, the Managing Members may submit to Univision a list of potential
transferees prior to the right of first offer pursuant to said Section 26(d) and
such potential transferees may be approved by Univision, which approval shall
not be unreasonably withheld.  If such transferee is approved in such a manner,
an indirect transfer of an FCC License as a result of such transfer of
Membership Interests to such transferee that complies with Section 26(d), shall
be deemed approved hereunder; provided, further, that Univision agrees to not
unreasonably withhold its approval of other potential transferees under Section
26(d).

              (iv)  Distributions to Members in excess of quarterly tax
distributions (calculated at the highest applicable federal and state income tax
rates, taking into account the deduction of state income taxes for federal
income tax purposes).  The Company shall be permitted to make additional
distributions in amounts in excess of reasonable working capital and reserve
requirements if concurrent with such distribution the Company makes a prepayment
of principal on the Subordinated

                                     -21-

<PAGE>

Note in an amount equal to the "Prepayment Amount" (as defined below). The
"Prepayment Amount" shall be determined as follows:

               A = B (C + A)
               A equals the amount to be prepaid on the Subordinated Note;
               B equals Univision's then existing Option Percentage (as defined
               in Exhibit "D");
               C equals the total distributions proposed to be made to the
               Members of the Company.

              (v)    Transactions with any Member in excess of $50,000 or not at
arm's length (except for existing management contracts, employment agreements,
and loans existing at closing and scheduled in the Credit Facility).

              (vi)   Amendments to the Operating Agreement that would adversely
affect the Class A Units or Univision with respect to its rights under this
Agreement.

              (vii)  The merger or consolidation of the Company with a third
party or the sale of all, or substantially all, the assets of the Company, in
which case Univision may withhold its consent, in its sole discretion.

              (viii) The issuance of additional Membership Units in the Company
pursuant to Section 7(c)(iii) hereof.

              (ix)   The dissolution and liquidation of the Company, in which
case Univision may withhold its consent, in its sole discretion.

The foregoing approval rights, and Univision's rights under Section 16(a), shall
terminate upon the closing of Univision's sale of a majority of its Percentage
Interest in the Company to a third party.

          (d) Like-Kind Exchange.  The Executive Committee shall have the right
              ------------------
to approve the Company's selling, disposing of and/or exchanging any Station or
other Company Asset in a like kind exchange to the extent permitted by
applicable State and Federal law.

          (e) Key Man Insurance.  The Managing Members have the right, but not
              -----------------
the obligation to obtain and maintain keyman life insurance on Ulloa, Wilkinson
and Zevnik, for the benefit of the Company and the Company shall own such keyman
life insurance policy(ies).

          (f) Officers.  The Executive Committee may appoint officers at any
              --------
time.  The officers of Company, if deemed necessary by the Executive Committee,
may include a chief executive officer, president, executive vice president and
secretary.  The Managing Members may appoint a chief financial and/or chief
accounting officer.  The officers shall serve at the pleasure of the Executive
Committee.  Any individual may hold any number of offices.  No officer need be a
resident of the State of California or a citizen of the United States.  The
officers shall exercise such powers and perform such

                                     -22-

<PAGE>

duties as shall be determined from time to time by the Executive Committee. By
execution of this Agreement, the Executive Committee hereby appoint the
following individuals as the initial officers of the Company:

          Name                      Title
          ----                      -----

          Walter F. Ulloa           Chief Executive Officer
          Philip C. Wilkinson       President
          Paul A. Zevnik            Secretary
          Jeanette Tully            Chief Financial Officer/Treasurer

              (i)   Any officer may be removed, either with or without cause, by
the Executive Committee at any time.

              (ii)  Any officer may resign at any time by giving written notice
to the Executive Committee.  Any resignation shall take effect at the date of
the receipt of the notice or at any later time specified in that notice; and,
unless otherwise specified in that notice, the acceptance of the resignation
shall not be necessary to make it effective.  Any resignation is without
prejudice to the rights, if any, of the Company under any contract to which the
officer is a party.

              (iii) A vacancy in any office because of death, resignation,
removal, disqualification or any other cause shall be filled in the manner
prescribed in this Agreement for regular appointments to that office.

      17. Managing Member -- Impasse Resolution.  If a dispute arises between
          -------------------------------------
the Managing Members with respect to a decision affecting the ordinary day-to-
day operations of the Company, and the Managing Members are unable, in good
faith and after reasonable effort, to agree on such matter requiring their
approval and are so dead-locked that the business of the Company can no longer
be conducted with advantage to the Members, such disagreement or matter shall be
settled by binding arbitration in Los Angeles, California, conducted by a
retired judge from the panel of Judicial Arbitration and the Mediation Services,
Inc. ("JAMS") in accordance with JAMS's rules governing arbitrations conducted
by JAMS in effect at the time of this Agreement.  One arbitrator agreed upon by
the parties hereto shall be appointed from JAMS, or if the parties cannot agree
upon one arbitrator, JAMS will appoint the arbitrator itself.  The decision of
the arbitrator shall be final and binding on the Managing Members.  The Managing
Members agree to mediate any such dispute on an expedited basis and in no event
later than fifteen (15) business days after filing of the arbitration
proceeding.  Any dispute as to whether a controversy or claim is subject to
arbitration shall also be submitted as part of the arbitration proceeding.  The
Company shall be responsible for reasonable attorneys' fees and costs and fees
of expert witnesses in connection with such proceeding; provided, however, the
arbitrator may, in its sole discretion, assess such fees and costs against any
Managing Member found to have acted in bad faith.

                                     -23-

<PAGE>

      18. Matters Requiring Majority Approval of Members.  In addition to any
          ----------------------------------------------
other matters requiring approval of the Members pursuant to provisions set forth
elsewhere in this Agreement, the following matters shall require the affirmative
vote of a Majority in Interest of the Members:

          (a) Approval of the Company to merge or consolidate with one or more
business entities;

          (b) To sell all or substantially all of the assets of the Company to
dissolve the Company;

          (c) To issue additional membership units in the Company pursuant to
Section 7(c)(i); and

          (d) Any material amendment to the Certificate of Formation of the
Company and/or this Agreement.

      19. Fees and Reimbursements to the Managing Members/Executive Committee.
          -------------------------------------------------------------------

          (a) Company Expenses.  The Company shall pay all costs and expenses
              ----------------
incurred in connection with the formation of the Company, the operation of the
Company's business, and the management and operation of the Assets, including:

              (i)   Costs of personnel employed by the Company and directly
involved in the Company business;

              (ii)  Costs of acquiring, owning, developing, improving,
operating, and disposing of any or all of the Assets;

              (iii) Legal, consulting and similar fees for professional services
provided to the Company;

              (iv)  Expenses of Company administration, accounting,
documentation and reporting, including, without limitation: preparation and
maintenance of Company books and records, financial reports, audits, budgets,
economic surveys, cash flow projections, and working capital requirements;
preparation of Company state and federal tax returns; insurance expenses
required in connection with the Company business; and expenses in connection
with distributions and communications to Members; expenses of revising,
amending, modifying, or terminating this Agreement; and

              (v) Costs incurred in connection with any litigation in which the
Company is involved and any examination, investigation or other proceedings
conducted by any regulatory agency, including legal and accounting fees.

                                     -24-

<PAGE>

          (b) Managing Members Reimbursements.  The Managing Members shall be
              -------------------------------
reimbursed by the Company for (i) actual out-of-pocket expenses paid to third
parties for the review, preparation and publishing of Company financial and
business reports, conduct of Company meetings, Non-Managing Members
consultations, etc., (ii) other costs and expenses which are to be borne by the
Company under the terms of this Agreement, and (iii) direct costs and expenses
paid to third parties incurred in performing the duties and responsibilities of
the Managing Members.  As used herein "direct expenses" shall include
transportation and lodging expenses which are reasonably and necessarily
incurred in discharging the responsibilities of the Managing Members.  However,
no Member shall be entitled to reimbursement for any portion of its indirect
overhead expenses (regardless of whether all or any portion of such expenses are
allocable to the Company).

          (c) Executive Committee Reimbursements.  The Executive Committee
              ----------------------------------
Members shall be reimbursed by the Company for reasonable expenses incurred by
such members in attending Executive Committee meetings.

          (d) Managing Member Employment Agreements.  The Managing Members shall
              -------------------------------------
each enter into written Employment Agreements with the Company concurrent with
the execution of this Agreement.

          (e) Loan to Member(s).  the Members hereby approve the Zevnik Note in
              -----------------
the principal amount of $360,366.38, which shall be evidenced by a Secured
Promissory Note (the "Secured Note") delivered by Zevnik to the Company and
shall be secured by Class A Membership Units acquired by Zevnik, subject to any
prior security interest held by the Bank.  The Secured Note shall bear interest
at 5.625% and shall be payable in one (1) installment of principal and all
accrued interest five (5) years after delivery.  In addition, the Secured Note
shall be due and payable in full upon the earlier of sale by Zevnik of his
interest in the Company.  The Company and the Members hereby acknowledge and
agree that Zevnik may repay the Secured Note at any time, including, but not
limited to, by means of use of funds otherwise distributable to Zevnik by the
Company or by any of the Members hereto.

      20. Third-Party Contracts, Instruments, Etc.  Only those officers of,
          ----------------------------------------
and/or other individuals associated with, the Company or the Managing Members
who have been given authority by the Managing Members to do so may execute on
behalf of the Company any note, mortgage, evidence of indebtedness, contract,
certificate, statement, conveyance or other instrument in writing, or any
assignment or endorsement thereof.  Any Person dealing with the Company or the
Managing Members may rely upon a certificate signed by any of the Managing
Members as to (a) the identity of the Managing Members or any other Member of
the Company; (b) the Persons who are authorized to execute and deliver any
instrument or document for or on behalf of the Company or (c) any act or failure
to act by the Company or as to any other matter whatsoever involving the Company
or any Member.  No Member acting solely in the capacity of a Member, is an agent
of the Company; nor does any Member, unless expressly and duly authorized in
writing to do so by the Managing Members, have any power or authority to bind or
act on behalf of the Company in any way, to pledge its credit, to execute any
instrument on its behalf or to render it liable for any purpose.

                                     -25-

<PAGE>

      21. Time Devoted to Business.  The Managing Members shall devote such time
          ------------------------
to the affairs of the Company's business as the Managing Members in each of
their reasonable discretion deems to be required.

      22. Liability.  No Managing Member shall be liable to the Company or to
          ---------
any other Member for any loss or damage sustained by the Company or any other
Member, unless the loss or damage shall have been the result of fraud, deceit,
gross negligence, reckless or intentional misconduct, or a knowing violation of
the law by such Managing Member.  No Member nor any shareholder, officer,
director, partner, member, subsidiary, employee, agent or affiliate of the
Member (nor any officer, director, partner, member, subsidiary, employee, agent
or any other person acting through or under authority of any of the foregoing)
shall be liable, responsible or accountable in damages or otherwise to any other
Member or the Company for any act performed in good faith by any or all such
person(s) in connection with the affairs of the Company, where such action,
inaction or failure to act is based upon the belief that such action, inaction
or failure to act is reasonable under the circumstances and does not constitute
gross negligence or intentional misconduct.  Except as expressly required by
law, no Member shall be personally liable for any debt, obligation, or liability
of the Company, whether that liability or obligation arises in contract, tort or
otherwise.

      23. Indemnification.  The Company shall defend, indemnify and hold
          ---------------
harmless, and pay all judgments against, each Executive Committee Member and
each Member and his or its shareholders, officers, directors, partners, members,
subsidiaries, employees, agents and affiliates (and any stockholders, officers,
directors, partners, members, subsidiaries, employees and agents of any of the
foregoing) arising from any claim, loss, liability or damage incurred by reason
of an act performed, or omitted to be performed, in connection with the affairs
of the Company by any or all of the aforementioned persons in good faith,
including attorneys' fees incurred by any of the aforementioned in connection
with the defense of any action based on any such alleged act or omission, which
attorneys' fees shall be paid as incurred from Company funds.  All judgments
against the Company and/or any of the aforementioned, wherein any of the
aforementioned is entitled to indemnification, as herein provided, shall first
be satisfied from Company Assets.  The indemnities set forth in this Section 23
shall not require payment as a condition precedent to recovery by the
indemnified party.  The Company shall have the power to purchase and maintain
insurance on behalf of any Person who is or was an agent of the Company against
any liability asserted against such Person and incurred by such Person in any
such capacity, or arising out of such Person's status as an agent, whether or
not the Company would have the power to indemnify such Person against such
liability under the provisions of this Section 23 or under applicable law.

      24. Non-Competing Ventures and Conflicts of Interest.  Except for those
          ------------------------------------------------
existing business and activities set forth on attached Schedule "1", each
Member, including each Managing Member, and his or its officers, directors,
shareholders, partners, members, subsidiaries, employees, agents and affiliates
shall not engage or invest in, independently or with others, any business
activity of any type or description that is in direct competition with the
Company in markets where the Company's stations then broadcast.  Each Member,
including each Managing Member, shall be obligated to present any investment
opportunity or prospective economic advantage (an "Opportunity") relating to the

                                     -26-

<PAGE>

Company's business to the Company in writing ("Opportunity Notice").  The
Company shall have thirty (30) days in which to elect to pursue the Opportunity
described in the Opportunity Notice.  If the Company waives its right to pursue
the Opportunity described in the Opportunity Notice or fails to respond to such
Opportunity Notice within the time period set forth above, then the Member
presenting such Opportunity shall have the right to pursue such Opportunity in
such Member's individual capacity. Provided, however, in the case of the
Managing Members, pursuing such Opportunity cannot materially interfere with the
Managing Member(s) duties pursuant to this Agreement.  Subject to the foregoing,
each Managing Member shall have the right to hold any investment opportunity or
prospective economic advantage for his or its own account or to recommend such
opportunity to a person or persons other than the Company.  Neither the Company
nor any other Member shall have any right in or to such other ventures or
activities or to the income or proceeds derived therefrom.  The Non-Managing
Members acknowledge that the Managing Members and their respective affiliates
own and/or manage other businesses, including businesses that may compete with
the Company and for such Managing Members' time as set forth on Schedule "1."
The Non-Managing Members hereby waive any and all rights and claims which they
may otherwise have against the Managing Members and their respective officers,
directors, shareholders, partners, members, subsidiaries, employees, agents and
affiliates as a result of any such activities described on Schedule "1."
Notwithstanding anything to the contrary contained in this Section 24, the
provisions of this Section 24 shall not apply to Univision.

      25. Meetings of Members.  There shall be no scheduled or periodic meetings
          -------------------
of the Members, but meetings of the Members may be called either by the Managing
Members or upon the written request of Non-Managing Members holding, in the
aggregate, more than ten percent (10%) of the outstanding Percentage Interests
held by all Members.  All meetings shall be held at the Company's principal
place of business unless a different and reasonably accessible location is
specified by the Member(s) calling the meeting in the notice thereof.  A
Majority in Interest of the Members or, if any matter to be voted upon or
approved requires more than a Majority in Interest of the Members, Members
holding cumulatively at least the minimum Percentage Interest so required
represented in person (or via telephone) and/or by proxy shall constitute a
quorum for any Company meeting.  Every Member entitled to vote on any matter
shall have the right to either in person or in one or more agents authorized by
a written proxy signed by the Person or filed with the Managing Members of the
Company.  A proxy shall be deemed signed if the Member's name is placed on the
proxy (whether by manual signature, typewriting, telegraphic transmission,
electronic transmission or otherwise) by the Member or the Member's attorney-in-
fact.

          If the Managing Members or Non-Managing Member(s) entitled to do so
elect to call a meeting, written notice of such meeting shall be given to all
Members not less than ten (10), nor more than sixty (60), days prior to the date
of such meeting.  The notice shall state the nature of the business to be
transacted and the matters, if any, upon which the Members will be requested to
vote.  Any notice sent by a Member may include his or its recommendation as to
the proposals contained therein.  If the notice has failed to state the nature
of a particular item addressed at the meeting, any approvals of the Members
sought in connection therewith shall require the unanimous vote of the Members.
Members may vote in person (or via voice vote on the telephone) or by written
proxy at any such meeting.

                                      27
<PAGE>

          A Member may sign a written waiver of notice to the holding of a
meeting, may consent to the holding of a meeting or may approve the minutes of a
meeting.  All waivers, consents, and approvals must be filed with the Company's
records or made a part of the minutes of the meeting to which they relate.
Attendance at a meeting constitutes waiver of notice of the meeting unless a
Member objects, at the beginning of the meeting, if the meeting was not lawfully
called or convened.

          When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken.  At the adjourned meeting, the
Company may transact any business that may have been transacted at the original
meeting.  If, however, the adjournment is for more than forty-five (45) days, or
if after the adjournment a new record date is fixed for the adjourned meeting, a
notice of the adjourned meeting shall be given in the manner specified above for
newly called meetings.

          Unless a meeting is called as provided in this Section, the consent or
approval of the Members may be obtained and evidenced by the written consent
(without a meeting) of Members holding the requisite outstanding Percentage
Interests (as determined pursuant to the applicable terms of this Agreement),
signed and delivered to the Managing Members on behalf of the Company within
sixty (60) days of the record date for the consent(s) or approval(s).

      26. Assignment by Members.
          ---------------------

          (a) General Prohibition.  The interest of a Member in the Company may
              -------------------
be assigned only as permitted by the provisions of this Section 26 and, except
as so permitted, no Member shall assign, sell, dispose of, give, pledge or
otherwise transfer, encumber or hypothecate (collectively "assign") his or its
Company interest or a part thereof, whether voluntarily, by operation of law, at
judicial sale or otherwise, to any Person.  This restriction against assignment
shall include, but not be limited to, the transfer to or for the benefit of any
Person as a result of or in connection with any property settlement or judgment
incident to a divorce, dissolution of marriage or separation, the transfer by
decree of distribution or other court order in proceedings arising from the
death of the spouse of any Member or if the Member is a trust, the designation
of a new or additional trustee of such trust.

          (b) Permitted Transfers.  The restrictions on transfer set forth in
              -------------------
Sections 26(a) and 26(d) hereof shall not apply to (i) any transfer by an
individual Member of all or any portion of such Member's Company interest to (A)
a trust for the benefit of the transferor alone or for the benefit of the
transferor and his or her beneficiaries, provided that such trust is, during the
transferor's lifetime, controlled by the transferor and his spouse and is
considered a so-called "grantor trust" for federal income tax purposes or (B) as
an estate planning transfer where the transferor retains voting control; (ii)
any transfer by a Member to a controlled affiliate (which shall mean an entity
of which greater than fifty percent (50%) of the voting and ownership interests
are owned by the transferring Member or its owners); (iii) any transfer to the
individual stockholders of a corporate Class A Non-Managing Member in connection
with a liquidation of a Class A Non-Managing Member; provided that, in each
case, the transferee executes an amendment to this Agreement agreeing to be
bound by all the terms and conditions of this Agreement and complies with the
conditions to substitution set forth in Section 26(g)

                                     -28-

<PAGE>

below; and (iv) any transfer by a Member to the Bank pursuant to the Credit
Facility, whether such transfer is pursuant to a Pledge Agreement or similar
agreement in favor of the Bank, or by the Bank foreclosing on the interest
conveyed by such Pledge Agreement or similar agreement.

          (c) Income Tax Considerations.  Even if an assignment of all or any
              -------------------------
portion of a Member's Company interest would otherwise be permitted by the
provisions of this Section 26, such assignment shall not be made if, in the
opinion of counsel to the Company, such assignment, standing alone or in
conjunction with other either previous or planned assignments, would result in a
material risk of the Company being treated as other than a partnership for
income tax purposes.  Any transfer in violation of this subpart (c) shall be
null and void ab initio.
              -- ------

          (d) Right of First Offer.  Except as permitted in Section 26(b), if at
              --------------------
any time a Member desires to transfer all (or any part) of his or its Company
interest (or any owner of an indirect, direct or beneficial controlling interest
in such Member desires to transfer such interest) ("Offer"), the Member shall,
prior to any other action, give notice, together with a description of the terms
upon which the Member would transfer such interest (the "Offer Notice"), to the
Managing Members on behalf of and for the benefit of the Company.

          The Managing Members shall accept or reject such Offer as to the
entire offered interest within thirty (30) days of receipt of the Offer Notice.
Failure by the Managing Members to give notice of election within the required
time period shall be deemed an election not to accept the Offer set forth in the
Offer Notice.  If the Managing Members elect not to exercise the Company's right
of first offer, the remaining Members shall have the right to purchase a
Proportionate share of the interest of the offeree pursuant to the terms of the
Offer Notice.

          In the Offer Notice which is submitted to the remaining Members, the
offeree shall offer (the "First Negotiation Offer") to each other Member the
right to purchase a Proportionate share of the Company interest of the offeree
for the same Proportionate price and subject to the same terms and conditions as
set forth in said Offer Notice.  If any affected Member does not wish to accept
a First Negotiation Offer, he or it shall give written notice to the Company
within thirty (30) days after the Offer Notice of his or its intention to reject
the First Negotiation Offer, and each Member who has decided to accept the First
Negotiation Offer shall be entitled to purchase his or its Proportionate share
of the Company interest subject to the rejected First Negotiation Offer.  The
other Members shall notify the offeree of their respective elections within
forty-five (45) days of the Offer Notice.  Elections to purchase the entire
Company interest of the offeree Member must be received within such forty-five
(45) day period; otherwise, the offeree Member shall be free to sell his or its
Company interest to any third party at a price equal to or greater than and upon
the terms and conditions set forth in the Offering Notice.  Any sale of an
interest hereunder to a third party shall comply with the following
requirements: (i) the sale documentation must contain provisions whereby any
proposed transferee is obligated to comply with all provisions of this Agreement
and any amendments hereto; (ii) any transferee must be a principal and not an
agent acting on behalf of an undisclosed principal, and such principal may not
be related to or an affiliate of the offeree or with respect to which the
offeree has any direct or indirect ownership or control; and (iii) any
prospective transferee must be of good business character and

                                     -29-

<PAGE>

reputation and is financially capable of carrying out all obligations of the
selling Member under this Agreement and related agreements. If the other Members
collectively elect to accept the First Negotiation Offer, they shall acquire the
offeree's Company interest upon the terms set forth therein. Failure by the
other Members to give notice of election within the required time period shall
be deemed an election not to accept the First Negotiation Offer set forth in the
Offer Notice. If the sale is not consummated within seventy-five (75) days from
the date of the other Members' elections not to accept the First Negotiation
Offer, the relevant Company interest shall then again become subject to the
right of first offer set forth in this Section 26(d). This Section shall not be
applicable to transfers described in Section 26(b). The right of first offer set
forth in this Section 26(d) shall terminate upon the Initial Public Offering of
securities in the Company or the "C" Corporation pursuant to Section 26(i)
herein.

          (e) Purchase Option.  In the event that a Member or an assignee of a
              ---------------
Member or an assignee thereof (referred to in this Section 26(e) as the
"Transferor") violates impermissibly the transfer restrictions set forth in this
Agreement, withdraws without the consent of the Managing Members, assigns to one
or more creditors, pledges, or otherwise directly or indirectly encumbers or
hypothecates, all or any portion of such person's interest in the Company (the
affected portion of such Member's interest in the Company is hereinafter
referred to in this Section 26(e) as the "Option Interest"), whether such
violation, withdrawal, assignment, gift, pledge, encumbrance or hypothecation is
voluntary or involuntary, the persons identified as Optionees below shall have
the option ("Purchase Option") to acquire all or any portion of the Option
Interest, including all or any portion of the Option Interest which has been
assigned or gifted to, or pledged or otherwise encumbered or hypothecated for
the benefit of, a third party.  Any third party who receives an interest in all
or any portion of an Option Interest shall receive such interest subject to this
Purchase Option.  Provided, however, this Section 26(e) shall not apply and
there is no Purchase Option created when such interest is (a) encumbered by an
involuntary lien, (b) hypothecated with the consent of the Executive Committee
or (c) hypothecated in connection with a Company loan which has been approved by
the Executive Committee.

          The persons possessing the Purchase Option with respect to any
impermissible transfer, withdrawal, assignment to one or more creditors, pledge,
encumbrance or hypothecation of an interest in the Company shall be all Members
whose interests are not (in whole or in part) subject to this Purchase Option
("Optionees").  Each such Member shall have the right to purchase his or its
Proportionate share of the Option Interest, and any portion of the Option
Interest that one or more of such persons does not elect to purchase may be
purchased by the other persons wishing to do so on a Proportionate basis
(counting, for this purpose, only those persons interested in purchasing an
additional portion of the Option Interest), and this process shall be repeated
until elections have been received to purchase the entire Option Interest or
until there is no further interest in purchasing any further portion of the
Option Interest.

          The Purchase Option may be exercised at any time within sixty (60)
days following the date on which each Member receives written notice that such
transfer, withdrawal, assignment, pledge, encumbrance or hypothecation has
occurred, and the identity of each person holding all or a portion of the Option
Interest.  Each such Optionee wishing to exercise his or its Purchase Option may
do so by

                                     -30-

<PAGE>

providing written notice to the Managing Members (or, if all or a portion of the
Managing Members' interest is the Option Interest, the Non-Managing Member with
the largest Percentage Interest of the Non-Managing Members willing to act in
the place of the Managing Members pursuant to this Section) within sixty (60)
days following receipt of the notice referred to in the preceding sentence,
which notice to the Managing Members (or, if all or a portion of the Managing
Members' interest is the Option Interest, the Non-Managing Member with the
largest Percentage Interest of the Non-Managing Members willing to act in the
place of the Managing Members pursuant to this Section) shall state that the
Purchase Option is being exercised and shall specify the portion of the Option
Interest that he or it wishes to acquire pursuant to the Purchase Option. The
Managing Members (or all or a portion of the Managing Members' interest is the
Option Interest, the Non-Managing Member with the largest Percentage Interest of
the Non-Managing Members willing to act in the place of the Managing Members
pursuant to this Section) shall then take all steps necessary or appropriate to
reconcile the notices (so that all interested persons acquire only that portion
of the Option Interest to which they are entitled) and, once such reconciliation
has occurred, shall provide written notice to any or all third parties holding
all or a portion of the Option Interest specifying that the Purchase Option has
been exercised and the portion of the Option Interest held by each such third
party that is to be acquired pursuant to exercise of the Purchase Option.

          Each electing Optionee shall pay to the Managing Members (or, if all
or a portion of the Managing Members' interest is the Option Interest, the Non-
Managing Member with the largest Percentage Interest of the Non-Managing Members
willing to act in the place of the Managing Members pursuant to this Section)
who shall then pay as nominee of such Optionee to the appropriate person or
persons, the value of the portion of the Option Interest (determined as provided
herein) in which such person(s) has (have) an interest.  Such amount shall be
paid via cash, one or more certified or cashier's checks or a combination of
cash and one or more certified or cashier's checks.

          In the event that exercise of the Purchase Option, or the purchase of
all or any portion of an Option Interest pursuant thereto, is delayed or stayed
for any reason pursuant to judicial order or by operation of the United States
bankruptcy laws or other applicable insolvency laws, each electing Optionee may
elect not to proceed with purchase of all or any portion of the Option Interest
or may, within sixty (60) days after the judicial order or the U.S. bankruptcy
and/or insolvency laws is (are) no longer applicable, elect to proceed with the
contemplated transaction.

          For purposes of determining the value of an interest in the Company
being acquired pursuant to the Purchase Option, the value of the Assets shall
first be determined pursuant to Section 11 hereof, and the value of the
Transferor's entire interest in the Company shall be equal to the amount that
the Transferor would have been entitled to receive pursuant to Section 12(c)
hereof assuming a cash sale of the Assets for such value had occurred
immediately prior to the occurrence of the event which triggered the Purchase
Option.  The value of each portion of the Option Interest being acquired
pursuant to the Purchase Option shall be equal to the value of the Transferor's
entire interest in the Company multiplied by the percentage interest represented
by such interest being acquired pursuant to the exercise of the Purchase Option
less an amount equal to any loss, damage, injury, cost, expense or other

                                     -31-

<PAGE>

amount (including attorney's fees) suffered by the Company or the Members as a
result of the impermissible transfer of the Option Interest by the Transferor.

          (f) Consent Required for Substitution.  Subject to the conditions to
              ---------------------------------
substitution set forth below, an assignee of an interest in the Company may
become a Member in the place and stead of his or its assignor only if a Majority
in Interest of the other Members vote in favor of the assignee's admission to
the Company as a substituted Member.  An assignee who has become a substituted
Member shall have, to the extent assigned to him or it, the rights and powers of
his or its assignor, and the assignee shall be subject to the restrictions and
liabilities of such assignor.

              If an assignee does not comply with all of the conditions to
substitution set forth below, or all of the other Members do not vote in favor
of the assignee's admission as a substituted Member, the assignee shall hold a
bare economic interest in the Company, with no right to vote, participate in the
management and affairs of the Company or to become or exercise any rights of a
Member.  Unless and until an assignee becomes a substituted Member, his or its
assignor shall continue to possess all rights pertinent to the assigned interest
(other than the right to receive distributions and related allocations of
income, gains, losses, deductions, and credits in accordance with this
Agreement).

              Notwithstanding any provision herein to the contrary, Sections
26(f) and 26(g) shall not apply to assignments to the Bank, or an assignee of
the Bank, pursuant to the Credit Facility.

           (g) Conditions to Substitution.
               --------------------------

               (i)   No assignee of an interest in the Company shall be entitled
to become a substituted Member unless and until his or its assignor has provided
the Managing Members with the assignee's name and address and all details
relating to the assignment.

               (ii)  No assignee of an interest in the Company shall be entitled
to become a substituted Member unless the assignee shall consent in writing, in
form satisfactory to the Managing Members, to be bound by the terms of this
Agreement in the place and stead of the assigning Member.

               (iii) No assignee of a Non-Managing Member's Company interest
shall be entitled to become a substituted Non-Managing Member unless and until
it has been demonstrated to the satisfaction of the Managing Members that the
assignment was pursuant to an exemption from registration under the Securities
Act of 1933, as amended, and pursuant to an exemption from qualification under
applicable state securities laws.

               (iv)  If, in connection with or as a condition to the assignment
of any interest in the Company, the consent or approval of the Federal
Communications Commission (the "FCC"), or any other governmental authority is
required under applicable law, then the Company shall forthwith take those steps
required to obtain and shall use its best efforts to duly obtain at the earliest
possible date such consent or approval.  Any time limitation upon or requirement
for such assignment shall, if necessary for the assignment, be extended by such
period of time as is reasonably necessary to obtain

                                     -32-

<PAGE>

such consent or approval, all costs and expenses in obtaining such consent or
approval shall be paid or reimbursed by the Company. The Members shall cooperate
with the Company to the extent required to obtain such consent or approval,
which shall be, if required, a condition to the substitution of any assignee of
an interest in the Company.

          (h) Managing Members Signatory Authority.  Subject to full compliance
              ------------------------------------
with the terms and provisions of this Agreement, any instrument reflecting the
assignment of all or a portion of the interest of a Member and the admission of
the assignee as a substituted Member of the Company need only be executed and
acknowledged by the Managing Members, the assignor and the assignee. Upon the
admission of a substituted Member, Exhibit "A" shall be amended to reflect the
name, number of Units and Percentage Interest of such substituted Member and to
eliminate or adjust, if necessary, the name, Units and Percentage Interest of
the predecessor of such substituted Member.

          (i) Initial Public Offering.  The Members agree that upon the vote of
              -----------------------
at least seventy-five percent (75%) of the Members and, subject to compliance
with applicable laws, the Company shall roll up to a "C" corporation (the "C"
Corporation) in connection with an initial public offering of such "C"
Corporation, which is (a) pursuant to a firm underwriting commitment by a
reputable investment banker, (b) has a pre-offering valuation of at least $150
million, and (c) results in the "C" Corporation's securities being listed on the
American Stock Exchange, the New York Stock Exchange or NASDAQ National Market
System (herein an "Initial Public Offering"). Each of the Members hereby agrees
to cooperate in connection with the contribution of their membership interests
in the Company to a such newly formed C-Corporation, with each existing Member
to receive the common stock of the "C" Corporation in proportion to its capital
account balance in the Company as of the date of the incorporation after
revaluing such Member's capital account in accordance with Treasury Regulations
and Section 11(b) to reflect the fair market value of the Company's assets as of
the date of incorporation.  As of the date of incorporation, the common stock
held by all Members shall be granted standard piggyback registration rights
entitling the Members to participate on a pari passu basis in registrations of
the "C" Corporation's common stock under the Securities Act of 1933, as amended,
other than the Initial Public Offering and subject to pro rata cut-backs at the
underwriter's discretion.  If Univision is a Class A Member and the Managing
Members both consent to a proposed Initial Public Offering, Univision agrees to
consent to such Initial Public Offering if (i) three (3) years from the
execution of this Agreement shall have expired; (ii) no more than five percent
(5%) of the shares to be  sold in such offering may be purchased by a single
Person,  and (iii) no more than thirty percent (30%) of the Company will be sold
in the Initial Public Offering.

      27. Death, Withdrawal, Resignation, Removal, Bankruptcy or Dissolution of
          ---------------------------------------------------------------------
          a Member.
          --------

          (a) Effect - Non-Managing Member.  In the event of the death,
              ----------------------------
withdrawal, resignation, removal, Bankruptcy or dissolution of a Non-Managing
Member, the Company shall continue.  Subject to Section 26, the representative
or successor in interest of the Non-Managing Member shall be vested with the
same status as that of its predecessor in interest.

                                     -33-

<PAGE>

          (b) Effect - Managing Members.  In the event of the death, withdrawal,
              -------------------------
resignation, removal, Bankruptcy or purchase of a Managing Member's entire
interest pursuant to the purchase Option set forth in Section 26, the remaining
Managing Member shall become the sole Managing Member and shall fill the
Executive Committee vacancy caused by the other Managing Member's death,
withdrawal, resignation, removal, Bankruptcy or purchase of such Managing
Member's entire interest pursuant to the Purchase Option set forth in Section
26.  In the event of the death, withdrawal, resignation, removal, Bankruptcy or
purchase of the remaining Managing Member's entire interest pursuant to the
Purchase Option set forth in Section 26, the Company shall be dissolved unless
other Members owning a Majority in Interest of (i) the Percentage Interests and
(ii) the capital of the Company (as determined via reference to applicable
guidelines published by the Internal Revenue Service from time to time) owned by
all Members (other than the Managing Member with respect to which the
dissolution event occurred) (1) elect within ninety (90) days after the death,
withdrawal, resignation, removal, Bankruptcy or purchase of the Managing
Member's entire interest pursuant to the Purchase Option set forth in Section 26
to continue the Company, and (2) appoint new Managing Members (who may be an
existing Non-Managing Member or an outside person) who agrees to be the new
Managing Members.  The Company shall take steps to amend this Agreement to
convert the interest of the former Managing Member to that of a Non-Managing
Member in this Company, with the same economic interest they had as the Managing
Members (subject to Proportionate dilution of their Percentage Interest in
connection with admission of an outside persons as the new Managing Member(s) or
the increase to the Percentage Interest of an existing Non-Managing Member(s) to
compensate him or it for becoming the new Managing Member(s)).

           (c) Purchase of Membership Units on Death of Ulloa, Wilkinson or
               ------------------------------------------------------------
Zevnik.
------

               (i) Transfers on Death of Ulloa, Wilkinson or Zevnik.  Upon the
                   ------------------------------------------------
death of Ulloa, Wilkinson or Zevnik (the "Deceased Member"), the Deceased
Member's estate (or other lawful successor or heirs (collectively the "Estate")
shall have the right to elect, at its discretion (within ninety (90) days after
the death of the Deceased Member), to sell all or any portion of such Deceased
Member's Membership Units to the Company at the Agreed Price provided for in
Section 27(c)(iii) hereof, which shall be paid in accordance with Section
27(c)(iv) hereof. If the Deceased Member's Estate elects to sell all or any
portion of the Deceased Member's Membership Units and the Company does not have
"key man" insurance (as provided for in Section 27(c)(ii) hereof) or the
proceeds from such "key man" insurance is less than twenty percent (20%) of the
Agreed Price of the Deceased Member's Membership Units to be sold, the Company
may, at its discretion, elect to allow the other Members to purchase up to
twenty percent (20%) of the Deceased Member's Membership Units to be sold at the
Agreed Price provided for in Section 27(c)(iii) hereof, which shall be paid in
accordance with Section 27(c)(iv) hereof. Each of the other Members shall have
the option to purchase a Proportionate share of the Membership Units to be sold.

               (ii)  Key Man Insurance.  The Members acknowledge that the
                     -----------------
Company, Cabrillo, Golden Hills, KSMS-TV, Las Tres and Tierra Alta shall
collectively purchase a "key man" insurance policy on the lives of each of
Ulloa, Wilkinson and Zevnik in the minimum amount of $5,000,000 per individual,
which amount shall be increased from time to time to be equal to an equal

                                     -34-

<PAGE>

to the greater of (i) an amount equal to 20% of the fair market value (as
determined by the Executive Committee) of Ulloa's, Wilkinson's or Zevnik's total
direct and indirect ownership interest in Company or (ii) a higher amount
determined by the Executive Committee; provided, however, that each of Ulloa,
Wilkinson and Zevnik is insurable and that such "key man" insurance is available
at commercially reasonable terms and conditions.

               (iii) Determination of the Agreed Price.  The price per
                     ---------------------------------
membership unit ("Agreed Price") at which Membership Units may be purchased
pursuant to Section 27(e) hereof shall be equal to the fair market value on a
per membership unit basis of each Membership Unit as of the last day (the
"Determination Date") of the most recent calendar month ending before the date
notice is given exercising, or the occurrence of the event triggering, the
applicable right to purchase. Said fair market value shall be determined by the
mutual agreement of the Members or, in the event the Members fail to so agree
(within thirty (30) business days after the later of (i) the event or the
exercise of the option requiring or permitting a purchase hereunder, or (ii) the
appointment of a personal representative, executor or guardian as the case may
be), as determined by a qualified appraiser mutually agreed to by the Members
(the "Appraiser"), the cost and expense of which shall be borne by the Company.
The parties or the qualified appraiser, as appropriate, shall determine the
value of each Membership Unit by first determining the fair market value of the
Company and then dividing such amount by the number of then outstanding
Membership Units of the Company.

               (iv)  Payment of Agreed Price.  In the event that the Company
                     -----------------------
purchases Membership Units pursuant to Section 27(c) hereof, the Deceased
Member's Estate, at its discretion, may require that payment for such Membership
Units be made by (i) delivery of a promissory note in an amount equal to the
Agreed Price or (ii) delivery of cash (in the form of a cashier's check) as to a
portion of the Agreed Price (up to the amount as provided below) and a
promissory note in an amount equal to the balance of the Agreed Price, if any.
If the Deceased Member's Estate elects delivery of both cash and a promissory
note, the maximum amount of cash which the Deceased Member's Estate may elect to
receive shall be the greater of (i) 20% of the Agreed Price of the Deceased
Member's Membership Units to be sold or (b) the amount of the proceeds from any
"key man" insurance available to the Company pursuant to Section 27(c)(ii)
hereof (but not greater than the amount of the Agreed Price).  Any promissory
note delivered to the Deceased Member's Estate pursuant to this Section
27(c)(iv) shall be (i) payable quarterly over a period no longer than five (5)
years and shall accrue interest at the Prime Rate and (ii) secured by the
Deceased Member's Membership Units pursuant to the form of the Membership Unit
Pledge Agreement attached hereto as Exhibit "__" and incorporated herein by this
reference (the "Membership Unit Pledge Agreement").  Each of the Members hereby
agrees that the Deceased Member's Estate, concurrent with entering into the
Membership Unit Pledge Agreement, shall enter into a subordination agreement
with Company pursuant to which the Deceased Member's Estate will subordinate its
security interest in the Deceased Member's Membership Units to Union Bank of
California, N.A.'s security interest in the same pursuant to the Nonrecourse
Guarantee and the Pledge Agreement, as well as any security interest which may
be granted to any future lenders who may provide financing to the Company.

                                     -35-

<PAGE>

               (v)   Limitation on Transfers.  This Agreement is entered into
                     -----------------------
concurrent with (i) Cabrillo, Golden Hills, KSMS-TV, Las Tres and Tierra Alta
and their respective stockholders entering into stockholders' agreements (the
"Other Agreements") which contain substantially the same terms as set forth in
this Section 27(c).  Notwithstanding (i), the Company's obligation to purchase
the Membership Units of the Deceased Member pursuant to Section 27(c) hereof and
(ii) Cabrillo's, Golden Hills', KSMS-TV's, Las Tres's and Tierra ALTA's
obligation to purchase a deceased member's stock in the Other Agreements, the
Members hereto acknowledge and agree that the Company, Cabrillo, Golden Hills,
KSMS-TV, Las Tres and Tierra Alta shall purchase such Membership Units and or
stock in a manner such that the total percentage ownership interest (both direct
and indirect) of each of the stockholders of Cabrillo, Golden Hills, KSMS-TV,
Las Tres and Tierra Alta remain, relative to each other, the same (i.e., within
two decimal points) as just prior to the purchase of such Membership Units and
stock by the Company, Cabrillo, Golden Hills, KSMS-TV, Las Tres and Tierra ALTA.

               (vi)  Transfer of Membership Units.  Upon the payment in full of
                     ----------------------------
the Agreed Price, the Deceased Member's Estate shall deliver to the Company a
receipt for the payment of the purchase and a membership unit assignment
separate from certificate.

          (d) Removal.  Either Managing Member may be removed by a vote of a
              -------
Majority in Interest of the other Members solely "for cause".  For purposes of
Section 27(c), the phrase "for cause" means:  (i) conviction of a felony or (ii)
upon thirty (30 ) days' written notice following the determination by the
Executive Committee that the Managing Member has engaged in intentional fraud or
intentional misappropriation of Company assets; provided that the Company gives
Managing Member written notice specifying the grounds for "cause" termination
under this Section 27(d), and Managing Member fails to cure the same within
thirty (30) days following such written notice.

      28. Dissolution of the Company.
          --------------------------

          (a) Events Causing Dissolution.  The Company shall be dissolved,
              --------------------------
liquidated and terminated:

              (i)    In the event of the expulsion, Bankruptcy of the sole
remaining Managing Member or purchase of the sole remaining Managing Member's
entire interest pursuant to the Purchase Option set forth in Section 26, absent
a vote to continue the Company and, if necessary, appoint a new Managing Member
pursuant to Section 27 hereof;

              (ii)   Upon the affirmative vote of the Managing Members and a
Majority in Interest of the Non-Managing Members;

              (iii)  Thirty-five (35) years after the date of the Certificate of
Formation for the Company was filed;

              (iv)   As otherwise provided for herein or under the Act; or

                                     -36-

<PAGE>

              (v) Upon the sale of all or substantially all of the Assets,
payment or other satisfaction of all known Company liabilities and distribution
of all or substantially all of the sales proceeds and remaining Assets to the
Members.

          (b) Termination Activities.
              ----------------------

              (i)   Upon the dissolution of the Company, where no election is
made to continue the Company pursuant to Section 27, the continuing operation of
the Company's business shall be confined to those activities reasonably
necessary to wind up the Company's affairs, discharge its obligations, and
preserve and sell or distribute the Assets.

              (ii)   The Members hereby acknowledge and agree that the Managing
Member or, if both Managing Members have been terminated as such, a person
approved by a Majority in Interest of the Non-Managing Members, shall have the
sole power to execute and acknowledge and record or publish all such instruments
that may be appropriate or necessary to reflect the dissolution and termination
of the Company.

               (iii) A reasonable time shall be allowed for the orderly
liquidation of the Assets and the discharge of the liabilities to creditors so
as to minimize the normal losses attendant at liquidation.

               (iv)  File a Certificate of Cancellation pursuant to (S)18-203 of
the Act upon the completion of the winding up of the Company.

          (c)  Negative Capital Account Make-Up.  No Member shall be obligated
               --------------------------------
to contribute to the Company any negative balance in his or its capital account.

      29. Member Representations.  Each Member acknowledges, agrees and
          ----------------------
represents to the Company and the other Members that (a) he or it is an
Accredited Investor, (b) he or it has been furnished with all documents and
additional information requested by him or it for the purpose of evaluating
whether an investment in the Company is suitable for the Member, (c) in
evaluating an investment in the Company, the Member has consulted with his or
its own investment and/or legal and/or tax advisor and has independently
concluded that an investment by the Member in the Company is appropriate in
light of his or its overall investment objectives and financial situation, (d)
the Member has adequate means of providing for current needs and contingencies,
has no need for liquidity with respect to his or its investment in the Company,
and is able to bear the economic risk of a possible loss of the Member's entire
investment in the Company, (e) the Member is purchasing his or its interest for
the Member's own account for investment, and not with a view to or for resale in
connection with any distribution of such security, (f) the Member has extensive
experience in business and investments, and (g) the Member understands that
there are no guarantees or assurances of any economic or other benefits that may
accrue by virtue of holding an interest in the Company.  Each Member further
acknowledges, agrees and represents that he or it is not relying on any other
Member, any officer, director, shareholder, partner, member, affiliate,
employee, and/or agent thereof, and/or legal counsel of any other Member,

                                     -37-

<PAGE>

or on any projections and/or representation (or lack thereof) by any of the
aforementioned (except as expressly made in this Agreement) in reviewing this
Agreement and in deciding whether to invest or participate as a Member.

      30. Notices.  Any written notice to any of the Members required or
          -------
permitted under this Agreement shall be deemed effective when delivered
personally (including transmission by facsimile or other similar device), by
overnight courier service, or three (3) days after the notice is sent by U.S.
mail, postage prepaid, to the address indicated below the recipient's signature
hereto.  Notices to the Company shall be similarly given, and addressed to its
principal office (Attn: Managing Members).

      31. Exhibits.  All Exhibits referred to in the body of this Agreement are,
          --------
as such Exhibits may hereafter be amended from time to time pursuant to terms
set forth in the body of this Agreement, hereby incorporated by reference.

      32. Entire Agreement; Amendments.  This Agreement (i) amends and restates
          ----------------------------
in its entirety the Operating Agreement for the Company, dated January 11,
1996;, and the Amended and Restated Operating Agreement of Entravision
Communications Company, L.L.C. dated December 30, 1996; (ii) supersedes and
controls over any provisions in the Formation Agreement, as amended, and the
Confidential Memorandum of Terms attached thereto as Exhibit "H" relating to
this First Amended and Restated Operating Agreement and (iii) constitutes the
full and complete agreement between the parties on the subject matter hereof,
and, subject to Section 16(c)(vi), may be amended only by a writing executed by
the Managing Members and Class A Non-Managing Members holding at least seventy-
five percent (75%) of the Class A Units; provided that an amendment to admit a
new Non-Managing Member pursuant to the terms of this Agreement shall only
require the consent of the Managing Member and the new Members to be admitted
pursuant to said amendment.

      33. Successors.  This Agreement shall be binding upon and inure
          ----------
to the benefit of the respective parties, their successors, heirs and assigns.

      34. Executed Counterparts.  This Agreement may be executed in one or more
          ---------------------
counterparts, all of which when fully-executed and delivered by all parties
hereto and taken together shall constitute a single agreement, binding against
each of the parties.  To the maximum extent permitted by law or by any
applicable governmental authority, any document may be signed and transmitted by
facsimile with the same validity as if it were an ink-signed document.  Each
signatory below represents and warrants by his or her signature that he or she
is duly authorized (on behalf of the respective entity for which such signatory
has acted) to execute and deliver this instrument and any other document related
to this transaction, thereby fully binding each such respective entity.

      35. Captions.  The section headings and captions shall in no way define,
          --------
limit, extend or interpret the scope of this Agreement or any particular section
hereof.

      36. Computation of Time Periods.  All periods of time referred to in this
          ---------------------------
Agreement shall include Saturdays, Sundays and state or national holidays,
provided that if the date or last date to

                                     -38-

<PAGE>

perform any act or give any notice or approval shall fall on a Saturday, Sunday
or state or national holiday, such act or notice may be timely performed or
given on the next succeeding day which is not a Saturday, Sunday or state or
national holiday.

      37. Gender; Statutory References.  All pronouns and any variations thereof
          ----------------------------
shall be deemed to refer to the masculine, feminine or neuter, singular or
plural, as the identity of the person, persons or Member or Members or the
context may require.  Any reference to the Code, the Act or other statutes or
laws will include all amendments, modifications, or replacements thereto.

      38. Severability.  Should any one or more of the provisions of this
          ------------
Agreement or of any agreement entered into pursuant to this Agreement be
determined to be illegal or unenforceable, then such illegal or unenforceable
provision shall be modified by the proper court or arbitrator to the minimum
extent necessary and possible to make such provision enforceable, and such
modified provision and all other provisions of this Agreement and of each other
agreement entered into pursuant to this Agreement shall be given effect
separately from the provision or portion thereof determined to be illegal or
unenforceable and shall not be affected thereby.

      39. Time of Essence.  Time is of the essence in all deadlines and time
          ---------------
periods set forth in this Agreement.

      40. Further Acts.  Each Member agrees to perform such additional acts and
          ------------
to execute and deliver such additional documents as reasonably may be necessary
to carry out promptly the intent of this Agreement.

      41. Governing Law.  Notwithstanding the place where this Agreement may be
          -------------
executed by any of the parties hereto, this Agreement, the rights and
obligations of the parties hereto, and any claims and disputes relating thereto,
shall be subject to and governed by the Act and the other laws of the State of
Delaware as applied to agreements among Delaware residents to be entered into
and performed entirely within the State of Delaware, and such laws shall govern
the limited liability company aspects of this Agreement.

      42. Attorneys' Fees.  In case any proceeding, whether at law, in equity or
          ---------------
in arbitration, shall be brought by any Member to enforce the terms of this
Agreement, or any controversy arising therefrom, the prevailing party in each
suit, as determined by the court or arbitrator, shall be entitled to the payment
of reasonable attorneys' fees.

      43. Maximum Interest Rates.  Notwithstanding any provision in this
          ----------------------
Agreement to the contrary, no amount owing from any person pursuant to this
Agreement or any agreement executed pursuant to the terms hereof shall accrue
interest in excess of the maximum applicable rate permitted by California law.
In the event that a person accepts as interest an amount which would exceed the
highest lawful rate, the amount which would constitute excess interest shall be
applied to the reduction of the unpaid principal balance due pursuant to the
loan with respect to which such payment is being made.

                                     -39-

<PAGE>

      44. Arbitration.  Subject to Section 17 above, which shall be controlling
          -----------
with respect to disagreement between the Managing Members on day-to-day
decisions affecting the management of the Company, any disputes which arise
involving all or any of the Members under this Agreement shall be subject first
to mediation, and then, in the absence of a resolution, to final, binding
arbitration upon written request by any Member involved in the dispute in
accordance with this Section.  The dispute shall be submitted before the
American Arbitration Association ("AAA") within thirty (30) days after the
requesting notice in accordance with the AAA's Commercial Arbitration Rules as
modified by this Section; a decision shall be issued within thirty (30) days
after the close of the record; and judgment upon the award may be entered in any
court having jurisdiction over the judgment.  Upon invocation of the
mediation/arbitration procedure by a Member, each party to the dispute shall
submit to each other and the mediator/arbitrator their respective proposals for
resolution of the dispute, and the mediation/arbitration shall be limited to the
sole question of determining which written proposal is to be accepted.  The
mediator/arbitrator shall have no authority to compromise between the proposals.
The substantive law of California shall be applied by the mediator/arbitrator,
and this requirement shall be deemed jurisdictional.  This mediation/arbitration
provision shall be deemed self-executing.  If a party to a dispute fails to
appear at any properly noticed mediation/arbitration proceeding, an award may be
entered against such party notwithstanding such failure to appear.  If the
parties disagree on the choice for a/an mediator/arbitrator, the parties shall
jointly request the AAA to furnish a list of five available attorneys,
businessmen, or both, experienced generally in commercial matters.  After
receipt of such list and an opportunity to consider the names, each party may
designate in writing to the AAA not more than two names to be eliminated from
the selection process.  If more than one name remains after such eliminations
are made, the selection of the mediator/arbitrator shall be made by lot from the
remaining names.  If either party makes demand upon the other for
mediation/arbitration, the arbitration shall be conducted at the AAA offices in
Los Angeles, California.  The parties may mutually agree to another location.
The expenses, wages and other compensation of any witnesses called before the
mediator/arbitrator shall be borne by the party calling the witnesses.  Other
expenses incurred, including wages of participants, and preparation of briefs
and date to be presented to the mediator/arbitrator, shall be borne separately
by the respective parties.  The fee for the arbitration, the
mediator's/arbitrator's fees and expenses, the cost of any hearing room, and the
cost of a shorthand or similar reporter and the original transcript shall all be
borne by the Company.

      45. No Third Party Beneficiaries.  The Members intend and agree that their
          ----------------------------
respective obligations set forth in this Agreement constitute an agreement
solely to and for the benefit of each other and not to or for the benefit of the
Company or any third party.  Accordingly, except as otherwise explicitly set
forth herein, no third party shall be entitled to enforce the Member's
obligations set forth herein.

      46. Consent of Spouse.  The spouse of any individual Member who has not
          -----------------
executed documents as a co-owner of such Member's interest in the Company shall
be required to execute a "Consent of Spouse" in the form of Exhibit "C" attached
hereto.

      47. Signatory Authority.  The individual or individuals signing this
          -------------------
Agreement on behalf of each Member represents to the other Members that he or
she has full authority to do so, has received

                                     -40-

<PAGE>

all required consents, and that his or her signature (together with the
signature or signatures of any other individual signing below on behalf of such
Member) is (are) the only signatures required to bind the Member on whose behalf
he or she is signing this Agreement.

      48. Counsel to the Company.  Counsel to the Company may also be counsel to
          ----------------------
any Managing Member or any Affiliate of a Managing Member.  The Managing Members
may execute on behalf of the Company and the Members any consent to the
representation of the Company the counsel may request pursuant to the California
Rules of Professional Conduct or similar rules of any other jurisdiction
("Rules").  The Company is initially selecting Zevnik Horton Guibord & McGovern,
L.L.P. ("Company Counsel") as legal counsel to the Company.  Notwithstanding any
adversity that may develop, in the event of any dispute or controversy arises
between any Members and the Company, or between any Members or the Company on
the one hand, and a Managing Member on the other hand, then each Managing Member
agrees that Company Counsel may represent either the Company or such Managing
Member, or both, in any such dispute or controversy to the extent permitted by
the Rules, and each Member hereby consents to such representation.  Each Member
further acknowledges that while communications with the Company Counsel
concerning the formation of the Company, its Members and Managing Members may be
confidential with respect to third parties, no Member has any expectation that
such communications are confidential with respect to such Member.

          IN WITNESS WHEREOF, the Members have executed this Agreement as of the
date first shown above.

"Managing Member"

                              --------------------------------------------------
                              WALTER F. ULLOA
                              11900 Olympic Boulevard, Suite 590
                              Los Angeles, California  90064
                              (310) 820-5355
                              FAX: (310) 979-8804


"Managing Member"
                              --------------------------------------------------
                              PHILIP C. WILKINSON
                              11900 Olympic Boulevard, Suite 590
                              Los Angeles, California  90064
                              (310) 820-5355
                              FAX: (310) 979-8804

                      [SIGNATURES CONTINUED ON NEXT PAGE]

                                     -41-
<PAGE>

APPROVED AS TO FORM AND CONTENT:

Univision Communications, Inc.


By:
   ------------------------------
Name:
     ----------------------------
Title:
      ---------------------------
1999 Avenue of the Stars, Suite 3050
Los Angeles, California  90067
Telephone No.:  (310) 556-7600


                         [Counterpart Signature Page to
               First Amended and Restated Operating Agreement of
                  Entravision Communications Company, L.L.C.]

              [See Attached Non-Managing Members signature pages]
               ---

                                     -42-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBERS.


                         CABRILLO BROADCASTING CORPORATION,
                         a California corporation



                         By:
                            ------------------------------------------------
                              Philip C. Wilkinson, President

                         c/o: KBNT-TV, Channel 19
                         5764 Pacific Center Boulevard, Suite 110
                         San Diego, California  92121

                         Phone No.: (619) 597-1919
                         Fax No.:  (619) 597-1909


                         Dated: _______________, 1996




                                     -43-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBER.


                         GOLDEN HILLS BROADCASTING CORPORATION,
                         a Delaware corporation



                         By:
                             --------------------------------------------------
                              Walter F. Ulloa, President

                         c/o: KCEC
                         777 Grant Street, Suite 110
                         Denver, Colorado 80203

                         Phone No.: (303) 832-0050
                         Fax No.:  (303) 832-3410


                         Dated: _______________, 1996



                                     -44-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBERS.


                         KSMS-TV, INC.,
                         a Delaware corporation



                         By:
                             -----------------------------------------------
                              Walter F. Ulloa, President

                         11900 Olympic Boulevard, Suite 590
                         Los Angeles, California  90064

                         Phone No.: (310) 820-5355
                         Fax No.:   (310) 979-8804


                         Dated: ______________, 1996



                                     -45-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBERS.


                         ENTRAVISION MERGER CORP.,
                         a Delaware corporation



                         By:
                             --------------------------------------------------
                              Walter F. Ulloa, Chairman and Chief Executive
                              Officer

                         11900 Olympic Boulevard, Suite 590
                         Los Angeles, California 90064

                         Phone No.: (310) 820-5355
                         Fax No.:   (310) 979-8804


                         Dated: ______________, 1996



                                     -46-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBERS.


                         LAS TRES PALMAS CORPORATION,
                         a Delaware corporation



                         By:
                            ----------------------------------------------------
                              Walter F. Ulloa, President

                         c/o: KVER-TV
                         41601 Corporate Way
                         Palm Desert, California 92260-1904

                         Phone No.: (619) 341-5837
                         Fax No.:  (619) 341-0951


                         Dated: _______________, 1996



                                     -47-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBERS.


                         TIERRA ALTA BROADCASTING, INC.,
                         a Delaware corporation



                         By:
                            --------------------------------------------------
                              Yrma G. Rico, President

                         22 Commerce Center Way
                         Henderson, Nevada 89015

                         Phone No.: (702) 433-0027
                         Fax No.:  (702) 434-0527


                         Dated: _______________, 1996




                                     -48-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBER.


               EDITH SEROS, TRUSTEE OF THE WALTER F. ULLOA IRREVOCABLE TRUST
               dated October 9, 1996



                         By:
                            ---------------------------------------------------
                              (Signature)

                         Its:
                              -------------------------------------------------

                         Print Name:
                                    -------------------------------------------

                         11900 Olympic Boulevard, Suite 590
                         ------------------------------------------------------
                         Los Angeles, California 90064
                         ------------------------------------------------------
                         ------------------------------------------------------
                         (Address)

                         Phone No.: (310) 820-5355
                         Fax No.:  (310) 979-8804


                         Dated: ______________, 1996



                                     -49-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBER.


                        PHILIP C. WILKINSON AND WENDY K. WILKINSON, AS TRUSTEES
                        OF THE 1994 WILKINSON CHILDREN'S GIFT TRUST



                         By:
                             ---------------------------------------------------
                              Philip C. Wilkinson, Trustee

                         By:
                             ---------------------------------------------------
                              Wendy K. Wilkinson, Trustee


                         11900 Olympic Boulevard, Suite 590
                         -------------------------------------------------------
                         Los Angeles, California 90064
                         -------------------------------------------------------
                         (Address)

                         Phone No.: (310) 820-5355
                         Fax No.:  (310) 979-8804


                         Dated: ______________, 1996



                                     -50-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBER.


                   KEVIN GRENHAM and KENNETH D. POLIN, CO-TRUSTEES OF THE PAUL
                   A. ZEVNIK IRREVOCABLE TRUST dated November 2, 1996



                         By:
                            ----------------------------------------------------
                              (Signature)

                         Its:
                             ---------------------------------------------------
                         Print Name:
                                    --------------------------------------------

                         1299 Pennsylvania Avenue, N.W., Ninth Floor
                         -------------------------------------------------------
                         Washington, D.C.  20004
                         -------------------------------------------------------
                         (Address)

                         Phone No.: (202) 824-0950
                         Fax No.:  (202) 824-0955


                         Dated: ______________, 1996


                                     -51-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBER.



                         PAUL A. ZEVNIK


                         1299 Pennsylvania Avenue, N.W., Ninth Floor
                         ------------------------------------------------------
                         Washington, D.C.  20004
                         ------------------------------------------------------
                         ------------------------------------------------------
                         (Address)

                         Phone No.: (202) 824-0950
                         Fax No.:  (202) 824-0955


                         Dated: ______________, 1996


                                     -52-
<PAGE>

                     SIGNATURE PAGE FOR NON-MANAGING MEMBER


THE NON-MANAGING MEMBER INTERESTS EVIDENCED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES
LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED UNLESS (a)
COVERED BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACTS OR (b) PURSUANT
TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS, THE AVAILABILITY OF WHICH IS
ESTABLISHED TO THE SATISFACTION OF THE MANAGING MEMBER.



                         ------------------------------------------------------
                         RICHARD D. NORTON


                         1299 Pennsylvania Avenue, N.W., Ninth Floor
                         ------------------------------------------------------
                         Washington, D.C.  20004
                         ------------------------------------------------------
                         ------------------------------------------------------
                         (Address)

                         Phone No.: (202) 824-0950
                         Fax No.:  (202) 824-0955


                         Dated: ______________, 1996


                                     -53-
<PAGE>

                                  EXHIBIT "A"
                              SCHEDULE OF MEMBERS
<TABLE>
<CAPTION>
===============================================================================================================================
                                                  Number                  Description of Initial                   Percentage
               Members                  Class   of Units*                  Capital Contribution                    Interest *
===============================================================================================================================
<S>                                     <C>        <C>                         <C>                                  <C>

Managing Members:
-------------------------------------------------------------------------------------------------------------------------------

WALTER F. ULLOA                           C        225,139                       $100                                20.77%
-------------------------------------------------------------------------------------------------------------------------------
PHILIP C. WILKINSON                       C         25,111                       $100                                 2.32%
-------------------------------------------------------------------------------------------------------------------------------

Non-Managing Members:
-------------------------------------------------------------------------------------------------------------------------------
CABRILLO BROADCASTING                     A        339,475   That certain low power television station               31.31%
CORPORATION,                                                 known as KBNT-TV 19 in San Diego,
a California corporation                                     California, and all related tangible and
                                                             intangible assets, including, but not limited
                                                             to, material contracts, leases, licenses,
                                                             tradenames, customer lists, accounts
                                                             receivable, furniture, fixtures and equipment.
                                                             $___________ value.
-------------------------------------------------------------------------------------------------------------------------------

GOLDEN HILLS BROADCASTING                 A        185,633   That certain television station known as                17.12%
CORPORATION,                                                 UHF-TV Channel 50 in Denver, Colorado,
a Delaware corporation                                       currently known by the call letters "KCEC",
                                                             including low power television stations
                                                             K43DK, Denver and K27DU, Colorado
                                                             Springs /Pueblo, and all related tangible and
                                                             intangible assets, including, but not limited
                                                             to, material contracts, leases, licenses,
                                                             tradenames, customer lists, accounts
                                                             receivable, furniture, fixtures and equipment.
                                                             $___________ value.
-------------------------------------------------------------------------------------------------------------------------------

KSMS-TV, INC.,                            A         14,413   That certain television station UHF-TV                   1.33%
a Delaware corporation                                       Channel 67, Monterey, California, and all
                                                             related tangible and intangible assets,
                                                             including, but not limited to, material
                                                             contracts, leases, licenses, tradenames,
                                                             customer lists, accounts receivable,
                                                             furniture, fixtures and equipment.
                                                             $___________ value.
-------------------------------------------------------------------------------------------------------------------------------

LAS TRES PALMAS CORPORATION,              A         14,956   KVER-TV4 in Indio/Palm Springs,                          1.38%
a Delaware corporation                                       California; the escrow rights to purchase
                                                             KLOB-FM in Desert Hot Springs /Palm
                                                             Springs, California, and the proposed
                                                             assignee of KAJB, Channel 54, Calipatria,
                                                             California, and all related tangible and
                                                             intangible assets, including, but not limited
                                                             to, material contracts, leases, licenses,
                                                             tradenames, customer lists, accounts
                                                             receivable, furniture, fixtures and equipment.
                                                             $___________ value.

-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      A-1
<PAGE>

<TABLE>
<CAPTION>
===============================================================================================================================
                                                  Number                  Description of Initial                   Percentage
               Members                  Class   of Units*                  Capital Contribution                    Interest *
===============================================================================================================================
<S>                                     <C>        <C>                         <C>                                  <C>
VALLEY CHANNEL 48, Inc.,                  A     [TO BE       KNVO-TV 48 in Harlingin-McAllen, Texas                 [TO BE
a Texas corporation                             PROVIDED]    _____% and all related tangible and                    PROVIDED]
                                                             intangible assets, including, but not limited
                                                             to, material contracts, leases, licenses,
                                                             tradenames, customer lists, accounts
                                                             receivable, furniture, fixtures and equipment.
                                                             $________________ value.


==================================================================================================================================

TIERRA ALTA BROADCASTING, INC.,           A     171,507      KINC, Channel 15 in Las Vegas, Nevada,                  15.82%
a Delaware corporation                                       and all related tangible and intangible assets,
                                                             including, but not limited to, material
                                                             contracts, leases, licenses, tradenames,
                                                             customer lists, accounts receivable,
                                                             furniture, fixtures and equipment.
                                                             $___________ value.


-----------------------------------------------------------------------------------------------------------------------------------

EDITH SEROS, TRUSTEE OF THE               A         23,920   Exchange of Existing Percentage Interest                      2.21%
WALTER F. ULLOA IRREVOCABLE
TRUST dated October 9, 1996
-----------------------------------------------------------------------------------------------------------------------------------


PHILIP C. WILKINSON AND WENDY K.          A         23,920   Exchange of Existing Percentage Interest                      2.21%
WILKINSON, AS TRUSTEES OF THE
1994 WILKINSON CHILDREN'S GIFT
TRUST
-----------------------------------------------------------------------------------------------------------------------------------


KEVIN GRENHAM and KENNETH D.              A         23,920   Exchange of Existing Percentage Interest                      2.21%
POLIN, CO-TRUSTEES OF THE PAUL A.
ZEVNIK IRREVOCABLE TRUST dated
November 2, 1996
-----------------------------------------------------------------------------------------------------------------------------------

                                                                                                                            .95%
PAUL A. ZEVNIK                            A         10,313
-----------------------------------------------------------------------------------------------------------------------------------


PAUL A. ZEVNIK                            C         13,460                                                                 1.24%

-----------------------------------------------------------------------------------------------------------------------------------

RICHARD NORTON                            C         12,321                                                                 1.13%
===================================================================================================================================

TOTAL                                                                                                           100.0000% /12/
===================================================================================================================================
</TABLE>

--------------------------
/1/  Excludes Class D Units issued pursuant to the Equity Incentive Pool equal
     to up to 5% of the Percentage Interests of the Company on a fully diluted
     basis.

/2/  Also excludes the Percentage Interest of Univision upon exercise of the
     Univision Option.

                                      A-2
<PAGE>

                                  EXHIBIT "B"

                                    GLOSSARY
                                    --------


     1.   "Accredited Investor" means an investor who, at the time of its
           -------------------
purchase of an interest in the Company, falls into one of the following
categories:

          (a) A natural person whose individual net worth or joint net worth
with that person's spouse, exceeds One Million Dollars ($1,000,000) (including
home, home furnishings and automobiles);

          (b) A natural person who had an individual income (excluding any
income of his or her spouse) in excess of Two Hundred Thousand Dollars
($200,000) in each of the two most recent years, or joint income with his or her
spouse in excess of Three Hundred Thousand Dollars ($300,000) in each of those
years and who reasonably expects to reach the same income level in the current
year;

          (c) An entity that (i) is a corporation, a partnership, or a
Massachusetts or similar business trust; (ii) has total assets in excess of Five
Million Dollars ($5,000,000), and (iii) was not formed for the specific purpose
of acquiring an interest in the Company;

          (d) A trust with total assets in excess of Five Million Dollars
($5,000,000), not formed for the specific purpose of acquiring an interest in
the Company whose purchase of an interest in the Company is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D
promulgated under the Securities Act of 1933, as amended (the "1933 Act");

          (e) A bank as defined in Section 3(a)(2) of the 1933 Act, or a savings
and loan or other institution as defined in Section 3(a)(5)(A) of the 1933 Act,
whether acting in its individual or fiduciary capacity; a broker or dealer
registered pursuant to Section 15 of the Securities Exchange Act of 1934; an
insurance company as defined in Section 2(13) of the 1933 Act; an investment
company registered under the Investment Company Act of 1940 or a business
development company as defined in Section 2(a)(48) of such Act; a private
business development company, as defined in Section 202(a)(22) of the Investment
Advisor's Act of 1940; or a Small Business Investment Company licensed by the
U.S. Business Administration under Sections 301(c) or (d) of the Small Business
Act of 1958; any plan established and maintained by a State, its political
subdivisions, or any agency or instrumentality of a State or its political
subdivisions, for the benefit of its employees, if such plan has total assets in
excess of $5,000,000; any employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 if the investment decision is
made by a plan fiduciary, as defined in Section 3(21) of such Act, which is
either a bank, savings and loan association, insurance company, or registered
investment adviser, or if the employee benefit plan has total assets in excess
of $5,000,000 or, if a self-directed plan, with investment decisions made solely
by persons that are accredited investors;

          (f) The Managing Members of the Company; or

                                      B-1
<PAGE>

          (g) An entity in which all the equity owners are Accredited Investors
as defined in subparagraphs (a) through (f) above.

     2.   "Act" shall have the meaning set forth in Recital B of this Agreement.
           ---

     3.   "Adjusted Capital Account" means, with respect to any Member, such
           ------------------------
Member's capital account balance after increasing such capital account balance
by such Member's share of Minimum Gain and decreasing such capital account
balance by any items described in Regulation Sections 1.704-1(b)(2)(ii)(d)(4),
(5) and (6).

     4.   "Affiliate" means as to any Person, (a) any other Person which,
           ---------
directly or indirectly, is in control of, is controlled by, or is under common
control with, such Person or (b) any Person who is a director, officer,
shareholder or partner (i) of such Person, (ii) or of any Person described in
the preceding clause (a). For purposes of this definition, "control" of a Person
means the power, directly or indirectly, either to (i) vote securities having 5%
or more of the ordinary voting power for the election of directors of such
Person or (ii) direct Person whether by contract or otherwise.

     5.   "Agreement" means this First Amended and Restated Operating Agreement
           ---------
of ENTRAVISION COMMUNICATIONS COMPANY, L.L.C., as amended from time to time in
accordance with the terms hereof.

     6.   "Assets" mean all assets and rights of the Company, of whatever nature
           ------
(e.g., tangible, intangible, inchoate, contractual, claims--whether contingent
 ----
or liquidated, etc.).

     7.   "Bankruptcy" shall have the meaning given such term by the Act.
           ----------

     8.   "Cash Available for Distribution" shall mean, with respect to any
           -------------------------------
fiscal period, all cash receipts during such fiscal period, less (a) the amount
of cash disbursed by the Company during such period, including, without
limitation, third-party debt service, expenditures required to be capitalized,
and operating cash expenses such as licensing fees, taxes, utilities and
telephone expenses, insurance expenses, supplies, professional expenses, rent,
general and administrative expenses, costs of preparing and printing reports and
communications to customers and to Members, reasonable travel expenses for
Company business, and fees and distributions to Members, (b) capital
contributions and other equity and debt financing, to the extent determined by
the Managing Members to be necessary or appropriate to fund Reserves, and (c)
excluding any Reserves.

     9.   "Class A Non-Managing Members" shall mean Cabrillo Broadcasting
           ----------------------------
Corporation, a California corporation, Golden Hills Broadcasting Corporation, a
Delaware corporation, KSMS-TV, Inc., a Delaware corporation,  Las Tres Palmas
Corporation, a Delaware corporation, Tierra Alta Broadcasting, Inc., a Delaware
corporation, Entravision Merger Corp., a Delaware corporation (which following
closing of the Acquisition Agreement and Plan of Merger will become Valley
Channel 48, Inc., a Texas corporation).  Edith Seros, Trustee of the Walter F.
Ulloa Irrevocable Trust of 1996 dated October 9, 1996, and Kevin Grenham and
Kenneth D. Polin, Co-Trustees of The Paul A. Zevnik Irrevocable Trust dated
November 2, 1996; Joseph Wilkinson, Trustee of the Philip C. Wilkinson
Irrevocable Trust dated November 2, 1996.

                                      B-2
<PAGE>

     10.  "Class C Members" shall mean Walter F. Ulloa, Philip C. Wilkinson,
           ---------------
Paul A. Zevnik and Richard Norton.

     11.  "Class D Members" shall mean those persons issued Class D Non-Voting,
           ---------------
Non-Managing Membership Units.

     12.  "Class A Units" shall mean membership interests in the Company which
           -------------
carry full voting rights, are issued in return for contributions of cash or
other property to the Company, and carry an initial capital interest in the
Company equal to the credit to each contributing Class A Unit Holder's capital
account in connection with such holder's initial capital contribution to the
Company.

     13.  "Class B Units" shall mean Units issued to third parties in accordance
           -------------
with Section 7 hereof on terms and conditions determined by the Executive
Committee.

     14.  "Class C Units" shall mean Units in the Company which carry full
           -------------
voting rights and are issued to persons in connection for services to be
rendered to the Company in each such person's capacity as a Member of the
Company.  Class C Units shall not have a capital interest in the Company upon
their issuance.

     15.  "Class D Units" shall mean Units with no voting rights hereunder
           -------------
issued to persons pursuant to the terms of this Agreement or as otherwise
determined by the Executive Committee.

     16.  "Code" means the Internal Revenue Code of 1986, as amended from time
           ----
to time, or any corresponding provision of succeeding law.

     17.  "Company" shall mean the limited liability company formed pursuant to
           -------
the Certificate of Formation referred to in Section 2 of this Agreement.

     18.  "Executive Committee" shall mean the committee described in Section 16
           -------------------
of the Agreement.

     19.  "Initial Public Offering" shall have the meaning set forth in Section
           -----------------------
26(i) of the Agreement.

     20.  "Majority in Interest" shall mean those Members of the group of
           --------------------
Members to whom reference is being made owning more than fifty percent (50%) of
the outstanding Percentage Interests held by such group of Members.

     21.  "Managing Members" shall mean Walter F. Ulloa and Philip C. Wilkinson.
           ----------------

     22.  "Members" shall refer collectively to the Managing Members and the
           -------
Non-Managing Members. Reference to a "Member" shall be to any one of the
Members.

     23.  "Member Non-recourse Debt" shall mean a loan described in 1.704-
           ------------------------
2(b)(4).


                                      B-3
<PAGE>

     24.  "Minimum Gain" shall mean the amount determined by computing with
           ------------
respect to each nonrecourse liability of the Company, including for this purpose
a Member Non-Recourse Debt, the amount of gain that would be realized by the
Company if it disposed of the Asset subject to such liability in full
satisfaction thereof, and by then aggregating the amounts so computed.

     25.  "Net Income" or "Net Losses," respectively, means all items of income
           ----------      ----------
as properly determined for "book" purposes, and "Net Losses" refers to all items
of deductions and loss as properly determined for "book" purposes.  Book income
and loss shall be determined based on the value of the Company's Assets as set
forth on the books of the Company in accordance with the principles of
Regulations Section 1.704-1(b)(2)(iv)(g).

     26.  "Non-Managing Members" shall refer to all persons holding a Non-
           --------------------
Managing Member interest in the Company, regardless of class.

     27.  "Non-Recourse Deductions" has that meaning given to the term by
           -----------------------
Regulation Section 1.704-2.

     28.  "Percentage Interest" shall mean the percentage interest assigned to a
           -------------------
Member with respect to allocations of Net Income and Net Losses, distributions,
voting rights (other than holders of Class D Units) and certain other incidents
of a Member's interest in the Company, as set forth on the attached Exhibit "A".

     29.  "Person" means any individual, firm, partnership, joint venture,
           ------
corporation, association, limited liability company, business enterprise trust,
unincorporated organization, government or department or agency thereof or other
entity, whether acting in an individual, fiduciary or other capacity.

     30.  "Presumed Company Tax Liability(ies)" shall, as to each Member for any
           -----------------------------------
given fiscal year of the Company, be deemed to be equal to the product of the
excess, if any, of the cumulative amount of the income and gain items reported
or reportable on such Member's Schedule K-1 (IRS Form 1065) with respect to the
Company for such year over the sum of the deduction and loss items reported or
reportable on such Schedule K-1 for such year, and the maximum combined
effective federal and California (or other state or the District of Columbia, as
applicable) state corporate or individual income tax rate in effect for such
year, whichever is higher.

     31.  "Prime Rate" shall mean the highest prime or reference rate as quoted
           ----------
from time to time by The Wall Street Journal, which shall be a variable rate.
                     -----------------------
Any interest rates described in this Agreement that are described with reference
to the Prime Rate shall similarly be variable interest rates and shall change
immediately effective upon any change in the Prime Rate.

     32.  "Proportionate" and "Proportionately," means, when used with respect
           -------------       ---------------
to the Members (or a group of them), the proportion that each such Member's
outstanding Percentage Interest bears to the total outstanding Percentage
Interests of all Members to whom reference is made.

     33.  "Regulations" means the temporary, proposed and final regulations
           -----------
promulgated by the Treasury Department pursuant to the Code.

                                      B-4
<PAGE>

     34.  "Reserves" means, with respect to any fiscal period, funds set aside
           --------
or amounts allocated during such period to Reserves, which shall be maintained
in a minimum amount equal to two (2) months operating expenses for the Company
plus such additional amounts determined to be appropriate by the Managing
Members for working capital and contingencies.


                                      B-5
<PAGE>

                                  EXHIBIT "C"

                               CONSENT OF SPOUSE
                               -----------------


     I, __________________________________________, spouse of
_________________________________________________, do hereby certify,
acknowledge and agree as follows:

     1.   I have read and approve each and every provision set forth in the
foregoing Agreement.

     2.   I accept and agree to be bound by the Agreement in all respects and in
lieu of each other interest I may have in Entravision Communications Company,
L.L.C. (the "Company"), whether that interest may be community property or
quasi-community property under the laws of the State of California or other laws
relating to marital property in effect in the state of our residence as of the
date of the signing of the foregoing Agreement.

     3.   I hereby appoint my spouse as my attorney-in-fact with respect to the
exercise of any rights under the Agreement.

     4.   I hereby consent to any amendments or modifications to the Agreement
that are consented to, executed by or otherwise binding upon my spouse.


Dated:  _______________________, 19___.



                              -----------------------------------
                              (Signature)

                              -----------------------------------
                              (Please Print Name)

                                      C-1
<PAGE>

                                  SCHEDULE "1"

                     LIST OF PERMISSIBLE BUSINESS ENDEAVORS

     MEMBER                         Permissible Business Endeavor
     ------                         -----------------------------

Walter F. Ulloa                     Entravision Holdings, L.L.C.; Entravision
                                    Merger Corp.; Cabrillo Broadcasting
                                    Corporation; Golden Hill Broadcasting
                                    Corporation; KSMS-TV, Inc.; Las Tres Palmas
                                    Corporation; Tierra Alta Broadcasting, Inc.

Philip C. Wilkinson                 Entravision Holdings, L.L.C.; Golden Hills
                                    Broadcasting Corporation; KSMS-TV, Inc.

Cabrillo Broadcasting               Cabrillo Broadcasting Corporation
Corporation

Golden Hills                        Golden Hills Broadcasting Corporation
Broadcasting Corporation

KSMS-TV, Inc.                       KSMS-TV, Inc.

Las Tres Palmas                     Las Tres Palmas Corporation
Corporation

Tierra Alta Broadcasting            Tierra Alta Broadcasting Corporation
Corporation

Entravision Merger Corp.            Entravision Merger Corp.

Ulloa Trust                         None

Zevnik Trust                        None

Wilkinson Children's Gift Trust     None

Paul A. Zevnik                      Entravision Merger Corp.; Golden Hills
                                    Broadcasting Corporation; KSMS-TV, Inc.; Las
                                    Tres Palmas Corporation; Tierra Alta
                                    Broadcasting, Inc.

Richard D. Norton                   Entravision Merger Corp.; KSMS-TV, Inc.;
                                    Tierra Alta Broadcasting, Inc.; Golden Hills
                                    Broadcasting Corporation


                               Schedule "I" - 1
<PAGE>

                    Costa de Oro Television, Inc., a California corporation
                    Tidewater Capital Corporation, a Delaware corporation
                    43 Corporation, Inc., a Delaware corporation
                    TCC II Corporation, a Delaware corporation
                    Beach 43 Corporation, Inc., a Delaware corporation
                    Las Tres Campanas Television, Inc., a Nevada corporation
                    Biltmore Broadcasting, a Delaware corporation
                    Channel 44 Associates, a California limited partnership
                    La Paz, Ltd., a California limited partnership
                    La Paz Wireless, Ltd., a California limited partnership
                    La Paz Wireless Corp., a Delaware corporation
                    Zeus Corporation of Washington, Inc., a Delaware corporation
                    Lomas de Oro Broadcasting Corporation

                                Schedule "I" - 2