Exhibit 4.4.3


 


Univision Communications, Inc.


 


OFFICERS’ CERTIFICATE


(Pursuant to Sections 201 and 301 of the
Indenture)


 


Dated:  July 18, 2001


 


The
undersigned, Robert V. Cahill, Vice Chairman and Secretary of Univision
Communications, Inc., a Delaware corporation (the “Corporation”) and C. Douglas
Kranwinkle, Executive Vice President and General Counsel of the Corporation,
hereby certify as follows:


 


The
undersigned, having read the appropriate provisions of the Indenture dated as
of July 18, 2001 (the “Indenture”) between the Corporation and The Bank of
New York, as trustee (the “Trustee”), including Sections 201, 301 and 303
thereof and the definitions in such Indenture relating thereto, and certain
other corporate documents and records, and having made such examination and
investigation as, in the opinion of the undersigned, each considers necessary
to enable the undersigned to express an informed opinion as to whether or not
the conditions set forth in the Indenture relating to the establishment of the terms
of the offering of $500,000,000 of the Corporation’s 7.85% Notes due 2011 (the
“Notes”) and the form of certificate evidencing the Notes have been
complied with, and whether the conditions in the Indenture relating to the
authentication and delivery by the Trustee of the Notes have been complied
with, certify that (1) the terms of the Notes were established by the
undersigned pursuant to authority delegated to them by resolutions duly adopted
by the Board of Directors of the Corporation on February 7, 2001 and
May 9, 2001 (the “Resolutions”) and such terms are as set forth in Annex
I hereto, (2) the form of certificate evidencing the Notes was established
by the undersigned pursuant to authority delegated to them by the Resolutions
and shall be in substantially the form attached as Annex II hereto, (3)
a true, complete and correct copy of the Resolutions, which were duly adopted
by the Board of Directors of the Corporation and are in full force and effect
on the date hereof, are attached as an exhibit to the Certificate of the
Secretary of the Corporation of even date herewith, and (4) the form and terms
of the Notes have been established pursuant to Sections 201 and 301 of the
Indenture and comply with the Indenture and, in the opinion of the undersigned,
all conditions provided for in the Indenture (including, without limitation,
those set forth in Sections 201, 301 and 303 of the Indenture) relating to the
establishment of the terms of the Notes and the form of certificate evidencing
the Notes, and relating to the execution, authentication and delivery of the
Notes, have been complied with.


 


This
certificate may be executed by the parties hereto in counterparts, each of
which when so executed shall be deemed to be an original, with the same effect
as if the signatures thereto and hereto were on the same instrument, but all
such counterparts shall together constitute but one and the same instrument.


 


(Signature Page Follows)


 


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IN WITNESS
WHEREOF, we have hereunto set our hands as of the date first written above.


 


	
   

  	
   

  	
   

  
	
   

  	
  /s/ Robert
  V. Cahill

  
	
   

  	
  Name:

  	
  Robert V.
  Cahill

  
	
   

  	
  Title:

  	
  Vice
  Chairman and Secretary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ C.
  Douglas Kranwinkle

  
	
   

  	
  Name:

  	
  C. Douglas
  Kranwinkle

  
	
   

  	
  Title:

  	
  Executive
  Vice President and General

  
	
   

  	
   

  	
  Counsel

  
				



 

















 


ANNEX I


 


 


Capitalized
terms used in this Annex I and not otherwise defined herein have the
same definitions as in the Indenture referred to in the Officers’ Certificate
of which this Annex I constitutes a part.


 


(1)                                  The
Securities of the series established hereby shall be known and designated as
the “7.85% Notes due July 15, 2011” (the “Notes”).


 


(2)                                  The
aggregate principal amount of the Notes which initially may be authenticated
and delivered under the Indenture (except for Notes authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu of, other
Notes of the same series pursuant to Sections 304, 305, 306, 906 or 1106 of the
Indenture and except for any Notes which, pursuant to Section 303 of the
Indenture, are deemed never to have been authenticated and delivered hereunder)
is $500,000,000.  The Corporation may,
without the consent of the Holders of the Notes, issue additional notes having
the same ranking, interest rate, maturity, CUSIP numbers and terms as to
status, redemption or otherwise as the Notes; provided, however, that,
notwithstanding the foregoing, no additional notes may be issued if (a) the
Corporation has effected Defeasance or Covenant Defeasance with respect to the
Notes pursuant to Section 1302 and 1303, respectively, of the Indenture,
(b) the Corporation has effected satisfaction and discharge with respect to the
Notes pursuant to Section 401 of the Indenture or (c) an Event of Default
has occurred and is continuing with respect to the Notes.


 


(3)                                  Interest
on the Notes shall be payable to the persons in whose names the Notes are
registered at the close of business on the Regular Record Date (as specified in
paragraph (5) below) for such interest payment.


 


(4)                                  The
principal of the Notes shall be payable, unless accelerated or earlier redeemed
or repurchased pursuant to the Indenture, on July 15, 2011.


 


(5)                                  The
rate at which each of the Notes shall bear interest shall be 7.85% per annum;
provided, that in the event of a Registration Default (as defined in the
Exchange and Registration Rights Agreement (the “Registration Rights
Agreement”) dated as of July 18, 2001 by and among the Corporation, the
guarantors identified therein and the initial purchasers identified therein)
with respect to the Notes, special interest (“Special Interest”), in addition
to the interest that would otherwise accrue on the Notes, shall accrue at a per
annum rate of 0.25% for the first 90 days of the Registration Default Period
(as defined in the Registration Rights Agreement), at a per annum rate of 0.50%
for the second 90 days of the Registration Default Period, at a per annum rate
of 0.75% for the third 90 days of the Registration Default Period and at a per
annum rate of 1.0% thereafter.  Interest
and any Special Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months. 
The date from which interest shall accrue for the Notes shall be
July 18, 2001.  The Interest
Payment Dates on which interest and any Special Interest on the Notes shall be
payable are January 15 and July 15, commencing on January 15,
2002.  The Regular Record Date shall be
the January 1 or July 1 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.


 


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(6)                                  The
Corporation shall not have a right to extend the interest payment period of the
Notes.


 


(7)                                  The
principal, premium, if any, interest and Special Interest, if any, in respect
of the Notes represented by Global Notes shall be paid by wire transfer of
immediately available funds to the accounts specified by the Global Note
Holder.  The principal, premium, if any,
interest and Special Interest, if any, with respect to Certificated Notes (as
defined below) shall be paid by wire transfer of immediately available funds to
the accounts specified by the Holders of the Certificated Notes or, if no such
account is specified, by mailing a check to each such Holder’s registered
address.


 


(8)                                  The
Notes are redeemable, as a whole or from time to time in part, at the option of
the Corporation as set forth in the form of certificate evidencing the Notes
which appears as Annex II to this Officers’ Certificate.  The Redemption Price for the notes to be
redeemed on any Redemption Date will be equal to the greater of the following
amounts:


 


(a)                                  100%
of the principal amount of the Notes being redeemed on the Redemption Date; or


 


(b)                                 the
sum of the present values of the remaining scheduled payments of principal and
interest on the Notes being redeemed on that Redemption Date (not including any
portion of any payments of interest accrued to the Redemption Date) discounted
to the Redemption Date on a semiannual basis at the Adjusted Treasury Rate (as
defined below) plus 35 basis points, as determined by the Reference Treasury
Dealer (as defined below),


 


plus, in each case, accrued and
unpaid interest and Special Interest, if any, thereon to the Redemption
Date.  Notwithstanding the foregoing,
installments of interest on Notes that are due and payable on Interest Payment
Dates falling on or prior to a Redemption Date will be payable on the Interest
Payment Date to the registered Holders as of the close of business on the
relevant Regular Record Date according to the Notes and the Indenture.  The Redemption Price will be calculated on
the basis of a 360-day year consisting of twelve 30-day months.


 


As used herein, the following terms have the meanings set forth below:


 


“Adjusted Treasury Rate” means, with respect to any Redemption
Date, the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.


 


“Comparable Treasury Issue” means the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Notes of this series to be redeemed
that would be utilized, at the time of selection and in accordance with
customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Notes.


 


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“Comparable Treasury Price” means, with respect to any
Redemption Date, (a) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations, or
(c) if only one Reference Treasury Dealer Quotation is received, such
Quotation.


 


“Reference Treasury Dealer” means (a) Goldman, Sachs & Co.,
BNP Paribas Securities Corp., and J.P. Morgan Securities Inc. (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Corporation will substitute therefor another Primary Treasury
Dealer; and (b) any other Primary Treasury Dealer(s) (selected by the Trustee
after consultation with the Corporation).


 


“Reference Treasury Dealer Quotation” means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third business day preceding such Redemption Date.


 


(9)                                  There
is no obligation of the Corporation to redeem or repurchase the Notes pursuant
to any sinking fund or analogous provision or to redeem or repurchase any of
the Notes prior to the Stated Maturity at the option of the Holder thereof.


 


(10)                            The
Notes shall be issued in fully registered form without coupons in denominations
of $1,000 and integral multiples thereof.


 


(11)                            The
entire principal amount of the Notes shall be payable upon declaration of
acceleration of the maturity thereof pursuant to Section 502 of the
Indenture.


 


(12)                            Sections
1302 and 1303 of the Indenture shall apply to the Notes.


 


(13)                            The
Notes shall be issued in the form of one or more Global Securities, in
accordance with and subject to the provisions of Section 305 of the
Indenture and as follows:


 


(a)                                  Notes
sold within the United States to qualified institutional buyers (“QIBs”), as
defined under Rule 144A under the Securities Act of 1933, as amended (the
“Securities Act”), initially will be represented by one or more Global
Securities (the “144A Global Notes”), and Notes sold outside of the United
States in reliance on Regulation S under the Securities Act initially will be
represented by one or more Global Securities (the “Regulation S Global Notes”
and, together with the 144A Global Notes, the “Global Notes”).  The Global Notes will be deposited upon
issuance with the Trustee as custodian for The Depository Trust Corporation
(“DTC”) and registered in the name of DTC or its nominee, in each case for
credit to an account of a direct or indirect participant in DTC.


 


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(b)                                 Through
and including the 40th day after the later of the commencement of
the offering of the Notes and the closing of the offering (such period the
“Restricted Period”), beneficial interests in the Regulation S Global Notes may
be held only through the Euroclear System (“Euroclear”) and Clearstream Banking
S.A. (“Clearstream”) (as indirect participants in DTC), unless transferred to a
person that takes delivery through a 144A Global Note in accordance with the
certification requirements set forth in paragraph (c) below.


 


(c)                                  Prior
to the expiration of the Restricted Period, beneficial interests in Regulation
S Global Notes may be exchanged for beneficial interests in 144A Global Notes
only if the transferor first delivers to the Trustee a written certificate in
the form attached hereto as Exhibit A to the effect that the Notes are
being transferred to a person (A) who the transferor reasonably believes to be
a QIB; (B) purchasing for its own account or the account of a QIB in a
transaction meeting the requirements of Rule 144A; and (C) in accordance with
all applicable securities laws of the states of the United States and other
jurisdictions.


 


(d)                                 Beneficial
interests in 144A Global Notes may be transferred to a person who takes
delivery in the form of an interest in Regulation S Global Notes, whether
before or after the expiration of the Restricted Period, only if the transferor
first delivers to the Trustee a written certificate in the form attached hereto
as Exhibit A to the effect that such transfer is being made in
accordance with Rule 903 or 904 of Regulation S or Rule 144 Global Notes (if
available) and that, if such transfer occurs prior to the expiration of the
Restricted Period, the interest transferred will be held immediately thereafter
through Euroclear or Clearstream.


 


(e)                                  In
addition to the circumstances set forth in clause (2) of Section 305 of
the Indenture with respect to the exchange of Global Notes for Notes registered
in definitive form, Notes issued as Global Notes may be exchanged in whole or
in part for registered Notes if the Corporation in its discretion at any time
determines not to have all the Notes represented by Global Notes.


 


(14)                            Pursuant
to Section 201 of the Indenture, the Notes shall bear the following
legends:


 


“THE NOTES EVIDENCED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933
(THE “SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A
QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE
SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2)
IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904


 


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OF REGULATION
S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO
AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ALL
APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.”


 


“UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO
THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE,
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.”


 


(15)                            The
Trustee is appointed as the Paying Agent and Security Registrar.


 


(16)                            As
used in the Indenture with respect to the Notes and in the certificates
evidencing the Notes, all references to “premium” on the Notes shall mean any
amounts (other than accrued interest) payable upon the redemption of any Notes
in excess of 100% of the principal amount of the Notes.


 


(17)                            The
Notes shall have such other terms and provisions as are set forth in the form
of certificate evidencing the Notes attached as Annex II to this
Officers’ Certificate, all of which terms and provisions are incorporated by
reference in and made a part of this Annex I as if set forth in full
herein.


 


(18)                            The
Notes shall initially be jointly and severally, fully and unconditionally
guaranteed by each of the guarantors set forth on Exhibit B hereto (the
“Initial Guarantors”).  The Initial
Guarantors shall execute, and the Notes shall be entitled to the benefit of, a
supplemental indenture in the form attached hereto as Exhibit C to be
executed by each of the Initial Guarantors and incorporated herein by
reference.


 


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(19)                            Clause
(5) of Section 501 of the Indenture shall not apply to a default under USA
Indebtedness (as defined herein).


 


(20)                            The
following covenants shall be added to Article X of the Indenture with
respect to the Notes only:


 


Section 1007.  Additional Subsidiary Guarantees.


 


If any of the
Corporation’s present or future Subsidiaries that is not an Initial Guarantor
guarantees or otherwise provides direct credit support for borrowings by the
Corporation under a Credit Facility after the date of the Indenture, then that
Subsidiary will become a Note Guarantor and execute a supplemental indenture in
the form attached hereto as Exhibit D and incorporated herein by
reference and deliver an Opinion of Counsel satisfactory to the Trustee within
10 Business Days of the date on which it guaranteed or otherwise began
providing such direct credit support.


 


Section 1008.  Liens.


 


The
Corporation will not and will not permit any of its Subsidiaries to, create,
incur, assume or otherwise cause or suffer to exist or become effective any
Lien of any kind (other than Permitted Liens) upon any of its or its
Subsidiaries’ property or assets, now owned or hereafter acquired, unless all
payments due under the Indenture and the Notes are secured on an equal and
ratable basis with the obligations so secured until such time as such
obligations are no longer secured by a Lien.


 


Section 1009.  Incurrence of Subordinated Indebtedness.


 


Neither the
Corporation nor any of the Note Guarantors, if any, will incur any Indebtedness
that is contractually subordinated in right of payment to any of the
Corporation’s or such Note Guarantor’s, if any, other Indebtedness unless such
Indebtedness is also contractually subordinated in right of payment to the
Notes or the guarantees of such series, as applicable, on substantially
identical terms; provided, however,
that none of the Corporation’s or any of the Note Guarantors’, if any,
Indebtedness will be deemed to be contractually subordinated in right of
payment to any of the Corporation’s or such Note Guarantor’s, if any, other
Indebtedness solely by virtue of being unsecured.


 


Section 1010.  Sale and Leaseback Transactions.


 


The
Corporation will not, and will not permit any of its Subsidiaries to, enter
into any sale and leaseback transaction; provided
that the Corporation or any of its Subsidiaries may enter into a sale and
leaseback transaction if the gross cash proceeds of that sale and leaseback
transaction are at least equal to the fair market value, as determined in good
faith by the Board of Directors of the Corporation and set forth in an
Officers’ Certificate delivered to the Trustee, of the property that is the
subject of that sale and leaseback transaction, and if either:


 


(1)                                  the
Corporation or that Subsidiary could have incurred a Lien to secure such
Indebtedness under Section 1008 above, or


 


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(2)                                  the
Corporation, within 120 days of the effective date of the sale and leaseback
transaction, apply an amount not less than the fair market value of such
property to one or more of: (a) the optional redemption of some or all of the
Notes in accordance with the provisions item (8) herein; (b) the payment or
retirement of other funded non-subordinated Indebtedness incurred or assumed by
the Corporation; or (c) the purchase of other property of the Corporation at
not more than its fair market value.


 


Section 1011.  Reports.


 


At any time when the Corporation is not subject to Section 13 or
15(d) of the Exchange Act, for the benefit of the Holders from time to time of
the Notes, the Corporation shall furnish at its expense, upon request, to
Holders of the Notes and prospective purchasers of the Notes, information
satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the
Act and subsection (c)(2) of Rule 144 under the Act.


 


(21)                            The
following definitions shall be added to Section 101 of the Indenture with
respect to the Notes:


 


“Capital Lease
Obligation” means, at the time any determination is to be made, the amount of a
liability in respect of a capital lease that would at that time be required to
be capitalized on a balance sheet in accordance with GAAP.


 


“Credit
Agreement” means that certain Credit Agreement, dated as of July 18, 2001,
by and among the Corporation, the guarantors party thereto and the lenders
party thereto, and BNP Paribas and J.P. Morgan Securities Inc., as joint book
managers and joint lead arrangers, and The Chase Manhattan Bank, as
administrative agent, including any related notes, guarantees, collateral
documents, instruments and agreements executed in connection therewith, and in
each case as amended, modified, renewed, refunded, replaced or refinanced from
time to time.


 


“Credit
Facilities” means, one or more debt facilities (including, without limitation,
the Credit Agreement) or commercial paper facilities of the Corporation or any
of its Subsidiaries, in each case with banks or other institutional lenders
providing for revolving credit loans, term loans, receivables financing
(including through the sale of receivables to such lenders or to special
purpose entities formed to borrow from such lenders against such receivables)
or letters of credit, in each case, as amended, restated, modified, renewed,
refunded, replaced or refinanced in whole or in part from time to time.


 


“GAAP” means
generally accepted accounting principles set forth in the opinions and
pronouncements of the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect from time to time.


 


“Hedging
Obligations” means, with respect to any specified Person, the obligations of
such Person under:


 


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(a)                                  interest
rate swap agreements, interest rate cap agreements and interest rate collar
agreements; and


 


(b)                                 other
agreements or arrangements designed to protect such Person against fluctuations
in interest rates.


 


“Indebtedness”
means, with respect to any specified Person, any indebtedness of such Person,
whether or not contingent:


 


(a)                                  in
respect of borrowed money;


 


(b)                                 evidenced
by bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof);


 


(c)                                  in
respect of banker’s acceptances;


 


(d)                                 representing
Capital Lease Obligations;


 


(e)                                  representing
the balance deferred and unpaid of the purchase price of any property, except
any such balance that constitutes an accrued expense or trade payable; or


 


(f)                                    representing
any Hedging Obligations,


 


if and to the extent any of the
preceding items (other than letters of credit and Hedging Obligations) would
appear as a liability upon a balance sheet of the specified Person prepared in
accordance with GAAP.  In addition, the
term “Indebtedness” includes all Indebtedness of others secured by a Lien on
any asset of the specified Person (whether or not such Indebtedness is assumed
by the specified Person) and, to the extent not otherwise included, the
guarantee by the specified Person of any indebtedness of any other Person.


 


The amount of
any Indebtedness outstanding as of any date will be:


 


(1)                                  the
accreted value of the Indebtedness, in the case of any Indebtedness issued with
original issue discount; and


 


(2)                                  the
principal amount of the Indebtedness, together with any interest on the
Indebtedness that is more than 30 days past due, in the case of any other
Indebtedness.


 


“Lien” means,
with respect to any asset, any mortgage, lien, pledge, charge, security
interest or encumbrance of any kind in respect of such asset, whether or not
filed, recorded or otherwise perfected under applicable law, including any
conditional sale or other title retention agreement, any lease in the nature
thereof, any option or other agreement to sell or give a security interest in
and any filing of or agreement to give any financing statement under the
Uniform Commercial Code (or equivalent statutes) of any jurisdiction.


 


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“Note
Guarantors” means each of the Corporation’s present and future Subsidiaries
that guarantee any of the Corporation’s Credit Facilities.  At such time as a Subsidiary no longer meets
the definition of a Note Guarantor, it shall cease to be a Note Guarantor and
its guarantee shall be released.  The
Subsidiaries meeting the definition of Note Guarantors at the time of this
Officers’ Certificate are set forth on Exhibit B hereto.


 


“Permitted
Liens” means:


 


(a)                                  with
respect to any Subsidiary, Liens in favor of the Corporation or any Note
Guarantor;


 


(b)                                 Liens
on property of a Person existing at the time such Person is merged with or into
or consolidated with the Corporation or any Subsidiary of the Corporation; provided that such Liens were in existence
prior to the contemplation of such merger or consolidation and do not extend to
any assets other than those of the Person merged into or consolidated with the
Corporation or the Subsidiary;


 


(c)                                  Liens
on property existing at the time of acquisition of the property by the
Corporation or any Subsidiary of the Corporation, provided that such Liens were in existence prior to the
contemplation of such acquisition;


 


(d)                                 Liens
to secure Indebtedness represented by Capital Lease Obligations relating to
long-term capital leases of satellite transponders used in the business of the
Corporation or any of its Subsidiaries (“Transponder Leases”);


 


(e)                                  Liens
to secure Indebtedness represented by Capital Lease Obligations (other than
Transponder Leases), mortgage financings or purchase money obligations, in each
case, incurred for the purpose of financing all or any part of the purchase
price or cost of construction or improvement of property, plant or equipment
used in the business of the Corporation or any of its Subsidiaries, in an
aggregate principal amount, including all Indebtedness incurred to refund,
refinance or replace any Indebtedness incurred pursuant to this clause, not to
exceed $100 million at any time outstanding;


 


(f)                                    Liens
to secure the USA Indebtedness


 


(g)                                 Liens
to secure the performance of bids, trade contracts (other than for borrowed
money), statutory obligations, surety or appeal bonds, performance bonds or
other obligations of a like nature incurred in the ordinary course of business;


 


(h)                                 Liens
existing on the date of the Indenture;


 


(i)                                     Liens
for taxes, assessments or governmental charges or claims that are not yet
delinquent or that are being contested in good faith by appropriate proceedings
promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision as is required in conformity
with GAAP has been made therefor;


 


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(j)                                     Liens
incurred in the ordinary course of business of the Corporation or any
Subsidiary of the Corporation with respect to obligations that do not exceed
$50 million at any one time outstanding;


 


(k)                                  Liens
arising pursuant to any order of attachment, distraint or similar legal process
arising in connection with court proceedings so long as the execution or other
enforcement thereof is effectively stayed and claims secured thereby are being
contested in good faith by appropriate proceedings;


 


(l)                                     Liens
created by operation of law not securing the payment of Indebtedness for money
borrowed or guaranteed, including carriers’, warehousemen’s, mechanics’,
materialmen’s, repairmen’s or other like Liens arising in the ordinary course
of business which are not overdue for a period of more than 45 days or which
are being contested in good faith by appropriate proceedings;


 


(m)                               pledges
or deposits in connection with workers’ compensation, unemployment insurance
and other social security legislation and deposits securing liability to
insurance carriers under insurance or self-insurance arrangements;


 


(n)                                 easements,
rights-of-way, restrictions and other similar encumbrances incurred in the
ordinary course of business which, in the aggregate, would not cause a material
adverse effect on the Corporation’s and its Subsidiaries’ business, operations,
property, condition or prospects, taken as a whole;


 


(o)                                 leases
and subleases of real property which do not materially interfere with the
ordinary conduct of the Corporation’s or its Subsidiaries’ business;


 


(p)                                 Liens
arising from Uniform Commercial Code financing statement filings regarding
operating leases entered into by us or our Subsidiaries in the ordinary course
of business;


 


(q)                                 Liens
securing the Notes, notes exchangeable for the Notes in a registered exchange
offer and the guarantees by the Note Guarantors; and


 


(r)                                    Liens
securing any Indebtedness incurred to refinance, refund, replace, renew, repay
or extend any Indebtedness that was previously so secured, provided that any such Lien is limited to
all or part of the same property or assets (plus improvements, accessions,
proceeds or dividends or distributions in respect thereof) that secured (or,
under the written arrangements under which the original Lien arose, could
secure) the Indebtedness being refinanced.


 


“USA Acquisition Subsidiaries” means any wholly-owned Subsidiaries of
the Corporation which are formed for the sole purpose of acquiring stock of
subsidiaries the Corporation is purchasing from USA Broadcasting and that issue
a promissory note to USA Broadcasting in payment of the purchase price for such
subsidiaries, provided that, immediately following such acquisition, the assets
of such Subsidiary are limited to the stock acquired in such acquisition.


 


I-10

















 


“USA Indebtedness” means Indebtedness incurred by a USA Acquisition
Subsidiary which is not and will not be guaranteed by the Corporation or any of
its Subsidiaries.


 


I-11

















 


EXHIBIT A TO ANNEX I


 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE


OR REGISTRATION OF TRANSFER OF SECURITIES


 


This
Certificate relates to
$                     
principal amount of the 7.85% Senior Notes due 2011 of Univision Communications
Inc. held in
                         
book entry or *
                    
definitive form by
                     
(the “Transferor”) and issued under that certain Indenture dated as of
July 18, 2001 (the “Indenture”) between Univision Communications Inc. and
The Bank of New York, as Trustee (the “Trustee”).


 


The Transferor*


 


o                                    has
requested the Trustee by written order to deliver in exchange for its
beneficial interest in the Global Note held by the Depository a Note or Notes
in definitive, registered form of authorized denominations in an aggregate
principal amount equal to its beneficial interest in such Global Note (or the
portion thereof indicated above); or


 


o                                    has
requested the Trustee by written order to exchange or register the transfer of
a Note or Notes.


 


In connection with such request
and in respect of each such Note, the Transferor does hereby certify that that
Transferor is familiar with the Indenture relating to the above captioned Notes
and the transfer of this Note does not require registration under the
Securities Act of 1933, as amended (the “Securities Act”) because:*


 


o                                    Such
Note is being acquired for the Transferor’s own account, without transfer; or


 


o                                    Such
Note is being transferred to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act) in reliance on Rule 144A; or


 


o                                    Such
Note is being transferred pursuant to an exemption from registration in
accordance with Rule 903 or Rule 904 under the Securities Act; or


 


o                                    Such
Note is being transferred to an “institutional accredited investor” (as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) in
a transaction exempt from the registration requirements of the Securities Act.;
or


 


o                                    Such
Note is not a “restricted security” as defined under Rule 144 under the
Securities Act.


 


	
   

  	
   

  	
   

  
	
   

  	
  [INSERT NAME
  OF TRANSFEROR]

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
							



 












*Check applicable box.


 


A-1

















 


	
   

  	
  Signature
  Guarantee:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  



 


Signature must
be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities and Exchange Act
of 1934, as amended.


 


A-2

















 


EXHIBIT B TO ANNEX I


 


Sunshine Acquisition Corp.


Sunshine Acquisition L.P.


The Univision Network Limited
Partnership


PTI Holdings, Inc.


Univision Television Group,
Inc.


KWEX License Partnership, G.P.,
a California general partnership


KUVN License Partnership, G.P.,
a California general partnership


KMEX License Partnership, G.P.,
a California general partnership


KDTV License Partnership, G.P.,
a California general partnership


KFTV License Partnership, G.P.,
a California general partnership


KTVW License Partnership, G.P.,
a California general partnership


KXLN License Partnership, G.P.,
a California general partnership


WGBO License Partnership, G.P.,
a California general partnership


WXTV License Partnership, G.P.,
a California general partnership


WLTV License Partnership, G.P.,
a California general partnership


KUVS License Partnership, G.P.,
a California general partnership


KUVI License Partnership, G.P.,
a California general partnership


Galavision, Inc.


Univision-EV Holdings, LLC


Univision Online, Inc.


Univision Music, Inc.


Univision Acquisition Corp.


Univision of Dallas, Inc.


Univision of Atlanta Inc.


Univision of Hollywood, Florida
Inc.


Univision Spanish Media Inc.


Station Works, LLC


Univision Partnership of Dallas


Univision Partnership of
Atlanta


Univision Partnership of
Hollywood, Florida


Univision of Puerto Rico Inc.


 


B-1

















 


EXHIBIT C TO ANNEX I


 


[FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY INITIAL GUARANTORS]


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”),
dated as of July 18, 2001, among the guarantors set forth on
Schedule I hereto (the “Guaranteeing
Subsidiaries”), Univision Communications Inc., a Delaware
corporation (the “Corporation”),
and The Bank of New York, as trustee under the indenture referred to below (the
“Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the
Corporation has heretofore executed and delivered to the Trustee an indenture,
dated as of July 18, 2001, as supplemented by that certain Officers’
Certificate, dated as of July 18, 2001 (together, the “Indenture”), providing for the issuance of
an aggregate principal amount of up to $500,000,000 of 7.85% Senior Notes due
2011 of the Corporation (the “Notes”);


 


WHEREAS, the
Indenture provides that the Guaranteeing Subsidiaries shall execute and deliver
to the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiaries shall unconditionally guarantee all of the Corporation’s
Obligations under the Notes and the Indenture on the terms and conditions set
forth herein (the “Note Guarantee”);
and


 


WHEREAS,
pursuant to Section 901 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiaries and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:


 


1.                                       CAPITALIZED
TERMS.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


 


2.                                       AGREEMENT
TO GUARANTEE.  The Guaranteeing
Subsidiaries hereby agree that, with respect to the Notes only, the provisions
of the Indenture, including but not limited to Article XIV, shall apply to
the Guaranteeing Subsidiaries.


 


3.                                       RELEASES.


 


(a)                                  In
the event that any Guaranteeing Subsidiary is no longer a guarantor of any of
the Corporation’s Credit Facilities, such Guaranteeing Subsidiary, on a date
selected by the Corporation or such Guaranteeing Subsidiary, shall be
unconditionally released from all of its obligations under its Note Guarantee.


 


(b)                                 Any
Guarantor not released from its obligations under its Note Guarantee shall
remain liable for the full amount of principal of and interest on the Notes and
for the other obligations of any Guarantor under the Indenture.


 


C-1

















 


 


4.                                       NEW
YORK LAW TO GOVERN.  THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


5.                                       COUNTERPARTS.  The
parties may sign any number of copies of this Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.


 


6.                                       EFFECT
OF HEADINGS.  The Section headings herein are for convenience
only and shall not affect the construction hereof.


 


7.                                       THE
TRUSTEE.  The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiaries and the
Corporation.


 


[Signature Pages Follow]


 


C-2

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.


 


Dated:  July 18, 2001


 


	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  UNIVISION
  COMMUNICATIONS INC.

  
	
   

  	
   

  
	
   

  	
  By:  

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


C-3

















 


	
   

  	
  THE BANK OF
  NEW YORK,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:   

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  



 


C-4

















 


SCHEDULE I


 


SCHEDULE OF INITIAL GUARANTORS


 


Sunshine Acquisition Corp.


Sunshine Acquisition L.P.


The Univision Network Limited
Partnership


PTI Holdings, Inc.


Univision Television Group,
Inc.


KWEX License Partnership, G.P.,
a California general partnership


KUVN License Partnership, G.P.,
a California general partnership


KMEX License Partnership, G.P.,
a California general partnership


KDTV License Partnership, G.P.,
a California general partnership


KFTV License Partnership, G.P.,
a California general partnership


KTVW License Partnership, G.P.,
a California general partnership


KXLN License Partnership, G.P.,
a California general partnership


WGBO License Partnership, G.P.,
a California general partnership


WXTV License Partnership, G.P.,
a California general partnership


WLTV License Partnership, G.P.,
a California general partnership


KUVS License Partnership, G.P.,
a California general partnership


KUVI License Partnership, G.P.,
a California general partnership


Galavision, Inc.


Univision-EV Holdings, LLC


Univision Online, Inc.


Univision Music, Inc.


Univision Acquisition Corp.


Univision of Dallas, Inc.


Univision of Atlanta Inc.


Univision of Hollywood, Florida
Inc.


Univision Spanish Media Inc.


Station Works, LLC


Univision Partnership of Dallas


Univision Partnership of
Atlanta


Univision Partnership of
Hollywood, Florida


Univision of Puerto Rico Inc.


 


C-5

















 


EXHIBIT D TO ANNEX I


 


[FORM OF SUPPLEMENTAL INDENTURE


TO BE DELIVERED BY ADDITIONAL GUARANTORS]


 


SUPPLEMENTAL
INDENTURE (this “Supplemental Indenture”),
dated as of
                 ,
      , among
                      
(the “Guaranteeing Subsidiary”),
Univision Communications Inc., a Delaware corporation (the “Corporation”), other Guarantors (as
defined in the Indenture referred to herein) and The Bank of New York, as
trustee under the indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the
Corporation has heretofore executed and delivered to the Trustee an indenture,
dated as of July 18, 2001, as supplemented by that certain Officers’
Certificate, dated as of July 18, 2001, and that certain Supplemental
Indenture, dated as of July 18, 2001 (together, the “Indenture”), providing for the issuance of
an aggregate principal amount of up to $500,000,000 of 7.85% Senior Notes due
2011 of the Corporation (the “Notes”);


 


WHEREAS, the
Indenture provides that the Guaranteeing Subsidiary shall execute and deliver
to the Trustee a supplemental indenture pursuant to which the Guaranteeing
Subsidiary shall unconditionally guarantee all of the Corporation’s Obligations
under the Notes and the Indenture on the terms and conditions set forth herein
(the “Note Guarantee”); and


 


WHEREAS,
pursuant to Section 901 of the Indenture, the Trustee is authorized to
execute and deliver this Supplemental Indenture.


 


NOW THEREFORE,
in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the Guaranteeing
Subsidiary and the Trustee mutually covenant and agree for the equal and
ratable benefit of the Holders of the Notes as follows:


 


1.                                       CAPITALIZED
TERMS.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


 


2.                                       AGREEMENT
TO GUARANTEE.  The Guaranteeing Subsidiary
hereby agrees that, with respect to the Notes only, the provisions of the
Indenture, including but not limited to Article XIV, shall apply to the
Guaranteeing Subsidiary.


 


3.                                       RELEASES.


 


(a)                                  In
the event that the Guaranteeing Subsidiary is no longer a guarantor of any of
the Corporation’s Credit Facilities, the Guaranteeing Subsidiary, on a date
selected by the Corporation or the Guaranteeing Subsidiary, shall be
unconditionally released from all of its obligations under its Note Guarantee.


 


D-1

















 


(b)                                 So
long as the Guarantor is not released from its obligations under its Note
Guarantee, it shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under the
Indenture.


 


4.                                       NEW
YORK LAW TO GOVERN.  THIS SUPPLEMENTAL
INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.


 


5.                                       COUNTERPARTS.  The parties may sign any number of copies of
this Supplemental Indenture.  Each
signed copy shall be an original, but all of them together represent the same
agreement.


 


6.                                       EFFECT
OF HEADINGS.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


7.                                       THE
TRUSTEE.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guaranteeing
Subsidiary and the Corporation.


 


D-2

















 


IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed and attested, all as of the date first above written.


 


	
  Dated:

  	
   

  	
  ,

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [GUARANTEEING
  SUBSIDIARY]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  UNIVISION
  COMMUNICATIONS INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [OTHER
  GUARANTORS]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK,

  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized
  Signatory

  	
   

  



 


D-3

















 


ANNEX II


 


[Form of Certificate Evidencing the Notes]


 


[Insert for Notes issued as Global Securities:]


 


THIS SECURITY IS A [U.S./REGULATION S] GLOBAL SECURITY WITHIN THE
MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME
OF A DEPOSITARY OR A NOMINEE THEREOF. 
THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A
SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR
A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.


 


[Insert for Notes issued in the name of the Depositary’s nominee:]


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITARY TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY).  ANY TRANSFER, PLEDGE, OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.


 


[Insert for all Notes:]


 


THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”) AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A , (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT,
AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES.


 


II-1

















 


UNIVISION COMMUNICATIONS INC.


 


	
  No.

  	
  $

  	
   

  
	
   

  	
  CUSIP No.

  	
   

  



 


Univision Communications Inc., a corporation duly organized and
existing under the laws of the State of Delaware (herein called the “Corporation,” which
term includes any successor Person under the Indenture hereinafter referred
to), for value received, hereby promises to pay to                                                                                              ,
or registered assigns, the principal sum of
                                     
Dollars
($                       )
on July 15, 2011, and to pay interest thereon from July 18, 2001 or
from the most recent date to which interest has been paid or duly provided for,
semi-annually, on January 15 and July 15 in each year (each, an “Interest Payment Date”),
commencing January 15, 2002, and at Maturity at the rate of 7.85% per
annum, until the principal hereof is paid or made available for payment,
provided, that in the event of a Registration Default (as defined in the
Exchange and Registration Rights Agreement (the “Registration Rights
Agreement”) dated as of July 18, 2001 by and among the Corporation, the
guarantors identified therein and the initial purchasers identified therein)
with respect to this Security, special interest (“Special Interest”), in
addition to the interest that would otherwise accrue on this Security, shall
accrue at a per annum rate of 0.25% for the first 90 days of the Registration
Default Period (as defined in the Registration Rights Agreement), at a per
annum rate of 0.50% for the second 90 days of the Registration Default Period,
at a per annum rate of 0.75% for the third 90 days of the Registration Default
Period and at a per annum rate of 1.0% thereafter, provided further, that any
principal hereof or premium, if any, or interest hereon which is not paid when
due shall bear interest at the then applicable rate per annum (to the extent
that the payment of such interest shall be legally enforceable) from the dates
such amounts are due until they are paid or made available for payment, and
such interest shall be payable on demand.


 


Interest and any Special Interest on this Security shall be calculated
on the basis of a 360-day year consisting of twelve 30-day months.  The interest so payable, and punctually paid
or duly provided for, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on the Regular
Record Date for such interest, which shall be the January 1 or July 1
(whether or not a Business Day), as the case may be, next preceding such
Interest Payment Date.  Any such
interest not so punctually paid or duly provided for on any Interest Payment
Date will forthwith cease to be payable to the Holder on such Regular Record
Date by virtue of having been such Holder and may either be paid to the Person
in whose name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of
such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to Holders of Securities of this series not less than 10 days prior to
such Special Record Date, or be paid at any time in any other lawful manner not
inconsistent with the requirements of any securities exchange on which the
Securities of this series may be listed, and


 


II-2

















 


upon such notice as may be
required by such exchange, all as more fully provided in said Indenture.


 


Payment of the
principal of (and premium, if any) and interest and any Special Interest on
this Security will be made at the office or agency of the Corporation
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that at the option of the Corporation payment of interest and any
Special Interest may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Security Register or by
wire transfer at such place and to such account at a banking institution in the
United States as may be designated in writing to the Trustee at least fifteen
(15) days prior to the date for payment by the Person entitled thereto.  Notwithstanding the foregoing, so long as
the Holder of this Security is the Depositary or its nominee, payment of the
principal of (and premium, if any) and interest and any Special Interest on
this Security will be made by wire transfer of immediately available funds.


 


Reference is
hereby made to the further provisions of this Security set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as
if set forth at this place.


 


Unless the
certificate of authentication hereon has been executed by the Trustee referred
to on the reverse hereof by manual signature, this Security shall not be
entitled to any benefit under the Indenture or be valid or obligatory for any
purpose.


 


(Signature Page Follows)


 


II-3

















 


IN WITNESS
WHEREOF, the Corporation has caused this instrument to be duly executed.


 


	
  Dated:

  	
  UNIVISION
  COMMUNICATIONS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
				



 


 


This is one of
the Securities of the series designated therein referred to in the
within-mentioned Indenture.


 


	
   

  	
  The Bank of
  New York,

  As Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
   

  
					



 


II-4

















 


 


[Form of Reverse of Security]


 


This Security
is one of a duly authorized issue of securities of the Corporation (herein
called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of
July 18, 2001 (herein called the “Indenture,” which term shall have the meaning
assigned to it in such instrument), between the Corporation and The Bank of New
York, as Trustee (herein called the “Trustee,” which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture for
a statement of the respective rights, limitation of rights, duties and
immunities thereunder of the Corporation, the Trustee and the Holders of the
Securities and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof, initially limited
(subject to exceptions provided in the Indenture) in aggregate principal amount
to $500,000,000.


 


The Securities
are redeemable, as a whole or from time to time in part, at the option of the
Corporation.  The Redemption Price for
the Securities to be redeemed on any Redemption Date will be equal to the
greater of the following amounts:


 


(a)                                  100%
of the principal amount of the Securities being redeemed on the Redemption
Date; or


 


(b)                                 the
sum of the present values of the remaining scheduled payments of principal and
interest, including any Special Interest, on the Securities being redeemed on
that Redemption Date (not including any portion of any payments of interest accrued
to the Redemption Date) discounted to the Redemption Date on a semiannual basis
at the Adjusted Treasury Rate (as defined below) plus 35 basis points, as
determined by the Reference Treasury Dealer (as defined below),


 


plus, in each case, accrued and
unpaid interest and Special Interest, if any, thereon to the Redemption
Date.  Notwithstanding the foregoing,
installments of interest on the Securities that are due and payable on Interest
Payment Dates falling on or prior to a Redemption Date will be payable on the
Interest Payment Date to the registered Holders as of the close of business on
the relevant Regular Record Date according to the Securities and the
Indenture.  The Redemption Price will be
calculated on the basis of a 360-day year consisting of twelve 30-day months.


 


The
Corporation will mail notice of any redemption at least 30 days but not more
than 60 days before the Redemption Date to each registered Holder of the
Securities to be redeemed.  Once notice
of redemption is mailed, the Securities called for redemption will become due
and payable on the Redemption Date and at the applicable Redemption Price, plus
accrued and unpaid interest and Special Interest, if any, to the Redemption
Date.  If the Corporation elects to
redeem all or a portion of the Securities, that redemption will not be
conditional upon receipt by the Paying Agent or the Trustee of monies
sufficient to pay the Redemption Price.


 


II-5

















 


Unless the
Corporation defaults in payment of the Redemption Price, on and after the
Redemption Date interest and Special Interest, if any, will cease to accrue on
the Securities or portions thereof called for redemption.


 


As used
herein, the following terms have the meanings set forth below:


 


“Adjusted Treasury Rate” means, with respect to any Redemption
Date, the rate per annum equal to the semiannual equivalent yield to maturity
of the Comparable Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for such Redemption Date.


 


“Comparable Treasury Issue” means the United States Treasury
security selected by the Reference Treasury Dealer as having a maturity
comparable to the remaining term of the Securities of this series to be
redeemed that would be utilized, at the time of selection and in accordance
with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Securities.


 


“Comparable Treasury Price” means, with respect to any
Redemption Date, (a) the average of the Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations, or (b) if the Trustee obtains fewer than three such
Reference Treasury Dealer Quotations, the average of all such Quotations, or
(c) if only one Reference Treasury Dealer Quotation is received, such
Quotation.


 


“Reference Treasury Dealer” means (a) Goldman, Sachs & Co.,
BNP Paribas Securities Corp., and J.P. Morgan Securities Inc. (or their
respective affiliates which are Primary Treasury Dealers), and their respective
successors; provided, however, that if any of the foregoing shall cease to be a
primary U.S. Government securities dealer in New York City (a “Primary Treasury
Dealer”), the Corporation will substitute therefor another Primary Treasury
Dealer; and (b) any other Primary Treasury Dealer(s) (selected by the Trustee
after consultation with the Corporation).


 


“Reference Treasury Dealer Quotation” means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.
(New York City time) on the third business day preceding such Redemption Date.


 


In the event
of redemption of this Security in part only, a new Security or Securities of
this series and of like tenor for the unredeemed portion hereof will be issued
in the name of the Holder hereof upon the cancellation hereof.


 


The Indenture
contains provisions for defeasance at any time of the entire indebtedness of
this Security or certain restrictive covenants and Events of Default with
respect to this Security, in each case upon compliance with certain conditions
set forth in the Indenture.


 


II-6

















 


The obligations
of the Corporation under this Security are unconditionally guaranteed on a
senior basis pursuant to the Guarantee endorsed hereon.


 


If an Event of
Default with respect to Securities of this series shall occur and be
continuing, the principal of and accrued and unpaid interest and Special
Interest, if any, on the Securities of this series may be declared due and
payable in the manner and with the effect provided in the Indenture.


 


The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Corporation and the
rights of the Holders of the Securities of each series affected under the
Indenture at any time by the Corporation and the Trustee with the consent of
the Holders of a majority in principal amount of the Securities of each series
at the time Outstanding affected thereby. 
The Indenture contains provisions permitting the Holders of not less
than a majority in principal amount of the Securities of any series at the time
Outstanding with respect to which a default under the Indenture shall have
occurred and be continuing, on behalf of the Holders of all Securities of such
series, to waive, with certain exceptions, such past default with respect to
such series and its consequences.  The
Indenture also permits the Holders of not less than a majority in principal
amount of the Securities of any series at the time Outstanding, on behalf of
the Holders of all Securities of such series, to waive compliance by the
Corporation with certain provisions of the Indenture.  Any such consent or waiver by the Holder of this Security shall
be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange therefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


As provided in
and subject to the provisions of the Indenture, the Holder of this Security
shall not have the right to institute any proceeding with respect to the
Indenture or for the appointment of a receiver or trustee or for any other
remedy thereunder unless such Holder shall have previously given the Trustee
written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 25% in principal amount of the
Securities of this series at the time Outstanding shall have made written
request to the Trustee to institute proceedings in respect of such Event of
Default as Trustee, such Holder or Holders shall have offered the Trustee
reasonable indemnity, and the Trustee, for 60 days after its receipt of such
notice, shall not have received from the Holders of a majority in principal
amount of Securities of this series at the time Outstanding a direction
inconsistent with such request, and the Trustee shall have failed to institute
any such proceeding, for 60 days after receipt of such notice, request and
offer of indemnity.  The foregoing shall
not apply to any suit instituted by the Holder of this Security for the
enforcement of any payment of principal hereof or any premium or interest
hereon on or after the respective due dates expressed herein.


 


No reference
herein to the Indenture and no provision of this Security or of the Indenture
shall alter or impair the obligation of the Corporation, which is absolute and
unconditional, to pay the principal of and premium, if any, and interest and
Special Interest, if any, on this Security at the times, place and rate, and in
the coin or currency, herein prescribed.


 


As provided in
the Indenture and subject to certain limitations therein set forth, the
transfer of this Security is registrable in the Security Register, upon
surrender of this Security


 


II-7

















 


for registration of transfer at
the office or agency of the Corporation in any place where the principal of and
any premium and interest and Special Interest, if any, on this Security are
payable, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Corporation and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Securities of this series and of like tenor, of
authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.


 


The Securities
of this series are issuable only in registered form without coupons in
denominations of $1,000 and any integral multiple thereof.  As provided in the Indenture and subject to
certain limitations therein set forth, Securities of this series are
exchangeable for a like aggregate principal amount of Securities of this series
and of like tenor of a different authorized denomination, as requested by the
Holder surrendering the same.


 


No service
charge shall be made for any such registration of transfer or exchange, but the
Corporation may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.


 


Prior to due
presentment of this Security for registration of transfer, the Corporation, the
Trustee and any agent of the Corporation or the Trustee may treat the Person in
whose name this Security is registered as the owner hereof for all purposes,
whether or not this Security be overdue, and neither the Corporation, the
Trustee nor any such agent shall be affected by notice to the contrary.


 


THIS SECURITY
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF.


 


All terms used
in this Security which are defined in the Indenture and not defined herein
shall have the meanings assigned to them in the Indenture.


 


(Remainder of Page Intentionally Left Blank)


 


II-8

















 


[Form of Guarantee of Notes]


 


FOR VALUE
RECEIVED, each of the undersigned hereby unconditionally guarantees to the
Holder of the accompanying 7.85% Security due July 15, 2011 (the “Security”)
issued by Univision Communications Inc. (the “Corporation”) under an Indenture
dated as of July 18, 2001 (the “Indenture”) among the Corporation and The
Bank of New York, as trustee (the “Trustee”), and to the Trustee on behalf of
such Holder, the due and punctual payment of the principal of, and premium, if
any, and interest including Special Interest, if any, on such Security and of
any sinking fund payments thereon, in each case when and as the same shall
become due and payable, whether at the Stated Maturity, by declaration of
acceleration, call for redemption, or otherwise, in accordance with the terms
of such Security and of the Indenture. 
In case of the failure of the Corporation punctually to make any such
payment of principal, premium, if any, or interest including Special Interest,
if any, or any such sinking fund payment, whether at Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, each of the
undersigned hereby agrees to cause such payment to be made punctually when and
as the same shall become due and payable, whether at Stated Maturity or by
declaration of acceleration, call for redemption or otherwise, and as if such
payment were made by the Corporation. 
Each of the undersigned hereby agrees that its obligations hereunder
shall be absolute and unconditional irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of such Security or the
Indenture, or any failure to enforce any provisions of such Security or the Indenture,
or any waiver, modification or indulgence granted to the Corporation with
respect thereto, by the Holder of such Security or the Trustee or any other
circumstance which may otherwise constitute a legal or equitable discharge or
defense of a surety or guarantor; provided, however, that notwithstanding the
foregoing, no such waiver, modification or indulgence shall, without the
consent of the undersigned, increase the principal amount of such Security, or
increase the interest rate thereon, or change any redemption provisions thereof
(including any change to increase any premium payable upon redemption thereof),
or change the Stated Maturity thereof, or change the amount of principal of
such Security that would be due and payable upon a declaration of acceleration
thereof pursuant to Article V of the Indenture.  Each of the undersigned hereby waives the benefits of diligence,
presentment, demand for payment or performance, any requirement that the
Trustee or any of the Holders exhaust any right or take any action against the
Corporation or any other Person, filing of claims with a court in the event of
insolvency or bankruptcy of the Corporation, any right to require a proceeding
first against the Corporation, protest or notice with respect to such Security
or the indebtedness evidenced thereby and all demands whatsoever, and covenants
that this Guarantee will not be discharged except by complete performance of
the obligations contained in the Indenture, such Security and in this
Guarantee.


 


No reference
herein to the Indenture and no provision of this Guarantee or of the Indenture
shall alter or impair the guarantee of the undersigned, which is absolute and
unconditional, of the full and prompt payment of the principal of and premium,
if any, interest and sinking fund payment, if any, on such Security.


 


THIS GUARANTEE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.


 


1

















 


Unless the
certificate of authentication on such Security has been executed by the Trustee
referred to on the reverse of such Security by manual signature, this Guarantee
shall not be entitled to any benefit under the Indenture or be valid or
obligatory for any purpose.


 


The
obligations of the undersigned to the Holder of such Security and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article XIV of the Indenture and reference is hereby made to the Indenture
for the precise terms of this Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.


 


All terms in
this Guarantee which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.


 


(Signature Pages Follow)


 


2

















 


IN WITNESS
WHEREOF, the undersigned has caused this Guarantee to be duly executed.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [GUARANTOR]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title:

  	
   

  
							



 


3

















 


CERTIFICATE TO BE DELIVERED UPON EXCHANGE

OR REGISTRATION OF TRANSFER OF SECURITIES


 


This
Certificate relates to
$           principal
amount of the 7.85% Senior Notes due 2011 of Univision Communications Inc. held
in         book entry or *                definitive
form by
               (the
“Transferor”) and issued under that certain Indenture dated as of July 18,
2001 (the “Indenture”) between Univision Communications Inc. and The Bank of
New York, as Trustee (the “Trustee”).


 


The Transferor*


 


o                                    has
requested the Trustee by written order to deliver in exchange for its
beneficial interest in the Global Note held by the Depository a Note or Notes
in definitive, registered form of authorized denominations in an aggregate
principal amount equal to its beneficial interest in such Global Note (or the
portion thereof indicated above); or


 


o                                    has
requested the Trustee by written order to exchange or register the transfer of
a Note or Notes.


 


In connection with such request
and in respect of each such Note, the Transferor does hereby certify that that
Transferor is familiar with the Indenture relating to the above captioned Notes
and the transfer of this Note does not require registration under the
Securities Act of 1933, as amended (the “Securities Act”) because:*


 


o                                    Such
Note is being acquired for the Transferor’s own account, without transfer; or 


 


o                                    Such
Note is being transferred to a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act) in reliance on Rule 144A; or


 


o                                    Such
Note is being transferred pursuant to an exemption from registration in
accordance with Rule 903 or Rule 904 under the Securities Act; or


 


o                                    Such
Note is being transferred to an “institutional accredited investor” (as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) in
a transaction exempt from the registration requirements of the Securities Act.;
or


 


o                                    Such
Note is not a “restricted security” as defined under Rule 144 under the
Securities Act.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  [INSERT NAME
  OF TRANSFEROR]

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
						



 












*Check applicable box.


 

















 


	
   

  	
  Signature
  Guarantee:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature

  



 


Signature must
be guaranteed by an “eligible guarantor institution” meeting the requirements
of the Registrar, which requirements include membership or participation in the
Security Transfer Agent Medallion Program (“STAMP”) or such other “signature
guarantee program” as may be determined by the Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities and Exchange Act
of 1934, as amended.