Prepared by MERRILL CORPORATION




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FORM OF
  SUPPLEMENTAL INDENTURE
  TO BE DELIVERED BY ADDITIONAL GUARANTORS    
  



    SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of            , among
[            ] (together, 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"). 


 
 

WITNESSETH    
  


    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 as 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. 


    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] 








    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:	 	[Guarantor]
	

 	
 	

By:	
 	

  
 Name:

Title:
	

 	
 	

[Guarantor]
	

 	
 	

By:	
 	

  
 Name:

Title:
	

 	
 	

UNIVISION COMMUNICATIONS INC.
	

 	
 	

By:	
 	

  
 Name:

Title:
	

 	
 	

THE BANK OF NEW YORK,

as TRUSTEE
	

 	
 	

By:	
 	

  
 Authorized Signatory











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FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY ADDITIONAL GUARANTORS

WITNESSETH