<PAGE>

                                EXHIBIT 10.14.1

                          SCHEDULE OF DOCUMENTS OMITTED

                     PURSUANT TO ITEM 601, INSTRUCTION NO. 2

                                OF REGULATION S-K

The following documents are substantially identical in all material respects to
Exhibit 10.14.1 except as to the material details set forth below:



Guarantees by each of the following Guarantors:


     PTI Holdings, Inc., a Delaware corporation

     Galavision, a Delaware corporation

     Sunshine Acquisition Corp., a California corporation

     Sunshine Acquisition, L.P., a California limited partnership

     The Univision Network Holding Limited Partnership, a Delaware limited
     partnership  (NB THIS ENTITY HAS BEEN TERMINATED)


<PAGE>

                                       GUARANTEE

                            (UNIVISION TELEVISION GROUP, INC.)



        This GUARANTEE ("GUARANTEE"), dated as of September 26, 1996, is made
by UNIVISION TELEVISION GROUP, INC., a Delaware corporation (the
"GUARANTOR"), in favor of THE CHASE MANHATTAN BANK, a New York banking
corporation, as administrative agent (the "AGENT") for the benefit of the
Lenders (as defined in the Credit Agreement referred to below, the "LENDERS").

                                        RECITALS

      A.   The Chase Manhattan Bank, a New York banking corporation, as a
managing agent, Banque Paribas, a French banking corporation, as a managing
agent (collectively, the "MANAGING AGENTS"), the Agent and the Lenders have
entered into a Credit Agreement dated as of September 26, 1996 (said
Agreement, as it may hereafter be amended or otherwise modified from time to
time, being called the "CREDIT AGREEMENT") with Univision Communications
Inc., a Delaware corporation (the "BORROWER").

      B.   Guarantor previously executed that certain Guarantee dated as of
December 17, 1992 (the "PRIOR GUARANTEE"), in favor of the Agent for the
benefit of certain financial institutions party to a Credit Agreement dated
as of December 17, 1992 among such financial institutions, the Agent, as
agent therefor, the Managing Agents and Univision Television Group, Inc., as
amended (the "PRIOR CREDIT AGREEMENT").  Concurrently herewith, borrowings
under the Credit Agreement are being used to repay indebtedness under the
Prior Credit Agreement.  This Guarantee is being given in exchange for the
release of the Prior Guarantee.

      C.   It is a condition precedent to the extension of credit by the
Lenders under the Credit Agreement that the Guarantor shall have executed and
delivered this Guarantee.  Guarantor desires to execute this Guarantee
because it is interested in the financial success of the Borrower and, in
addition, anticipates that extensions of credit under the Credit Agreement
may be distributed by the Borrower to it or its Subsidiaries, including
Univision Television Group, Inc., for use in their respective businesses.

      D.   Terms defined in the Credit Agreement and not otherwise defined
herein have the same respective meanings when used herein, and the rules of
interpretation set forth in Section 1.2 of the Credit Agreement are
incorporated herein by reference.

<PAGE>

                                 AGREEMENT

        NOW, THEREFORE, in order to induce the Lenders to enter into the
Credit Agreement and for other good and valuable consideration, the receipt
and adequacy of which is hereby acknowledged, Guarantor hereby agrees as
follows:

        SECTION 1.  GUARANTEE.

                (a)      The Guarantor hereby unconditionally, continually
and irrevocably guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of all obligations of the Borrower
now or hereafter existing under the Credit Agreement, the Notes and the other
Loan Documents, whether for principal, interest, fees, reimbursement under
Letters of Credit, expenses or otherwise and whether accruing before or after
the filing of a petition initiating any insolvency, bankruptcy,
reorganization or similar proceeding affecting the Borrower or the Guarantor
(collectively, the "OBLIGATIONS"); PROVIDED, HOWEVER, that the Guarantor's
liability hereunder in respect of the Obligations shall not exceed at any
time the greater of (i) the net benefit realized by the Guarantor from
proceeds of working capital advances made by the Borrower from the proceeds
of extensions of credit under the Credit Agreement to the Guarantor or any of
its Subsidiaries from time to time and (ii) the lesser of (A) the Obligations
or (B) 95% of (1) the fair salable value of the property of the Guarantor
from time to time minus (2) the total liabilities of the Guarantor (including
contingent liabilities, but excluding the obligations of the Guarantor
hereunder and under any Subordinated Indebtedness of the Guarantor) from time
to time.  This is a guaranty of payment and not of collection only.

                (b)      In addition to the amount stated above (and not
limited by the proviso set forth therein), after the occurrence and during
the continuance of a Default, the Guarantor agrees to pay or reimburse each
Managing Agent, the Agent and each Lender for all its reasonable costs and
out-of-pocket expenses incurred in connection with the enforcement or
preservation of any rights under this Guarantee and any other documents
executed in connection herewith or in connection with any refinancing or
restructuring of the credit arrangements provided under the Credit Agreement
involving this Guarantee in the nature of a "work-out" or of any insolvency
or bankruptcy proceeding, including, without limitation, reasonable legal
fees and disbursements of counsel to the Agent, the Managing Agents and each
Lender and the allocated reasonable cost of internal counsel to the Managing
Agents, the Agent and each Lender.

                (c)      Without limiting the generality of the foregoing,
this Guarantee guarantees, to the extent provided herein, the payment of all
amounts which constitute part of the

<PAGE>

Obligations and would be owed by the Borrower to the Lenders under any Loan
Document but for the fact that they are unenforceable or not allowable due to
the existence of a bankruptcy, reorganization or similar proceeding involving
the Borrower or the Guarantor.

                (d)      This Guarantee is secured by, among other things,
the Guarantor Security Agreement executed by Guarantor in connection herewith
and may be secured from time to time in the future by leasehold and/or fee
deeds of trust or mortgages on forms and containing terms and conditions
acceptable to the Majority Lenders which Guarantor shall provide to the Agent
for the benefit of the Lenders, all as more particularly set forth and
described in the Credit Agreement.

        SECTION 2.  GUARANTEE ABSOLUTE.  The Guarantor guarantees that the
Obligations will be paid strictly in accordance with the terms of the Credit
Agreement, the Notes and the other Loan Documents, regardless of any
Requirement of Law now or hereafter in effect in any jurisdiction affecting
any of such terms or the rights of the Lenders with respect thereto.  The
obligations of the Guarantor hereunder shall remain in full force and effect
without regard to, and shall not be affected or impaired by the following,
any of which may be taken without the consent of, or notice to, the
Guarantor, nor shall any of the following give the Guarantor any recourse or
right of action against the Lenders:

                (a)      any lack of validity or enforceability of, or any
release or discharge of the Borrower or any other Loan Party from liability
under, the Credit Agreement or any other Loan Document;

                (b)      any change in the time, manner or place of payment
of, or in any other term of, all or any of the Obligations or any other
amendment or waiver of, or any consent to departure from, the Credit
Agreement or any other Loan Document;

                (c)      any subordination, compromise, exchange, release,
nonperfection or liquidation of any collateral, or any release, amendment or
waiver of, or consent to departure from, any other guaranty, for any or all
of the Obligations;

                (d)      any express or implied amendment, modification,
renewal, supplement, extension or acceleration of the Obligations or any of
the Loan Documents;

                (e)      any exercise or nonexercise by the Lenders of any
right or privilege under this Guarantee or any of the other Loan Documents;

                                      -3-

<PAGE>

                (f)      any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to the Guarantor, the Borrower or any other guarantor of the
Obligations or any action taken with respect to this Guarantee by any
trustee, receiver or court in any such proceeding, whether or not the
Guarantor shall have had notice or knowledge of any of the foregoing;

                (g)      any assignment or other transfer, in whole or in
part, of this Guarantee or any of the other Loan Documents;

                (h)      any acceptance of partial performance of the
Obligations;

                (i)      any consent to the transfer of, or any bid or
purchase at sale of, any collateral for the Obligations; or

                (j)      any other circumstance that might otherwise
constitute a defense available to, or a discharge of, the Borrower or any
guarantor (other than payment by the Borrower or any other Loan Party of the
Obligations).

So long as any of the obligations guaranteed hereunder shall be owing to the
Lenders, or any Commitment or Letter of Credit shall be outstanding, the
Guarantor shall not, without the prior written consent of the Lenders,
commence or join with any other party in commencing any bankruptcy,
reorganization or insolvency proceedings of or against the Borrower.  The
Guarantor understands and acknowledges that by virtue of this Guarantee, it
has specifically assumed any and all risks of a bankruptcy or reorganization
case or proceeding with respect to the Borrower.  As an example and not in
any way of limitation, a subsequent modification of the Obligations not
consented to by the required number of Lenders under the Credit Agreement in
any reorganization case concerning the Borrower shall not affect the
obligation of the Guarantor to pay and perform the Obligations in accordance
with their respective terms prior to such reorganization case.  If claim is
ever made upon the Lenders for repayment of any amount or amounts received by
the Lenders in payment of the Obligations and the Lenders repay all or any
part of said amount, then, notwithstanding any revocation or termination of
this Guarantee or any other instrument evidencing the Obligations, the
Guarantor shall be and remain liable to the Lenders for the amount so repaid
to the same extent as if such amount had never originally been received by
the Lenders.

        SECTION 3.  WAIVERS.  The Guarantor unconditionally waives any
defense to the enforcement of this Guarantee, including the following:

                (a)      all presentments, demands for performance, notices
of nonperformance, protests, notices of protests,

                                      -4-

<PAGE>

notices of dishonor and notices of acceptance of this Guarantee;

                (b)      any right to require the Lenders to proceed against
the Borrower or any other guarantor of the Obligations at any time, to
proceed against or exhaust any security held by the Lenders at any time or to
pursue any other remedy whatsoever at any time;

                (c)      the defense of any statute of limitations affecting
the liability of the Guarantor hereunder, the liability of the Borrower or
any other guarantor of the Obligations or the enforcement hereof, to the
extent permitted by law;

                (d)      any defense arising by reason of any invalidity or
unenforceability of any of the Loan Documents, any disability of the Borrower
or any other guarantor of the Obligations, any manner in which the Lenders
have exercised their rights and remedies under the Loan Documents or any
cessation from any cause whatsoever of the liability of the Borrower or any
other guarantor of the Obligations;

                (e)      any defense based upon an election of remedies by
the Lenders, including any election to proceed by judicial or nonjudicial
foreclosure of any Lien, whether on real property or personal property, or by
deed in lieu thereof, whether or not every aspect of any foreclosure sale is
commercially reasonable, or any election of remedies, including remedies
relating to real-property or personal-property security, that destroys or
otherwise impairs any subrogation rights of the Guarantor or any rights of
the Guarantor to proceed against the Borrower or any other guarantor of the
Obligations for reimbursement, or both (including California Code of Civil
Procedure Sections 580a, 580b, 580d and 726);

                (f)      any duty of the Lenders to advise the Guarantor of
any information known to the Lenders regarding the financial condition of the
Borrower or any other circumstance affecting the Borrower's ability to
perform its obligations to the Lenders, it being agreed that the Guarantor
assumes responsibility for being and keeping informed regarding such
condition or any such circumstance;

                (g)      any right of subrogation, contribution, indemnity or
otherwise against the Borrower that may arise out of or be caused by this
Guarantee, all rights and/or claims against the Borrower which may arise
against the Borrower by reason of this Guarantee, any right to enforce any
remedy that the Lenders now have or may hereafter have against the Borrower
and any benefit of, and any right to participate in, any security now or
hereafter held by the Lenders;

                                      -5-

<PAGE>

                (h)      any failure by the Lenders to perfect or continue
the perfection of any lien or security interest in any collateral, including,
but not limited to, the collateral given under the Loan Documents or any
failure by the Lenders to protect the property covered by any such lien or
security interest;

                (i)  any right to interpose any defense, counter-claim or
offset of any nature and description which the Guarantor may now have or
which may exist between and among the Lenders and the Loan Parties (other
than payment by the Borrower or any other Loan Party of the Obligations); and

                (j)      in furtherance and not in limitation of the
foregoing, the Guarantor waives all rights and defenses arising out of an
election of remedies by the Lenders, even though that election of remedies,
such as a nonjudicial foreclosure with respect to any mortgages or deeds of
trust securing the Obligations from time to time, has destroyed the
Guarantor's rights of subrogation and reimbursement against the Borrower by
the operation of Section 580d of the California Code of Civil Procedure or
otherwise.

        SECTION 4.  PAYMENTS IN TRUST.  If any amount shall be paid to the
Guarantor contrary to the provisions of Section 3(g), such amount shall be
held in trust for the benefit of the Lenders and shall forthwith be paid to
the Agent to be credited and applied to the Obligations, whether matured or
unmatured, in accordance with the terms of the Credit Agreement.

        SECTION 5.  CONTINUING GUARANTEE; SUCCESSORS.  The obligations of the
Guarantor under this Guarantee and any Guarantor Collateral Documents
executed by Guarantor in connection herewith shall continue in full force and
effect until the Obligations shall have been fully paid in cash and
performed, the Commitments and any Letters of Credit shall have been
terminated or shall have expired and the expiration of the period of time
during which payments by the Borrower to the Lenders may be deemed to be
preferential payments under the United States Bankruptcy Code or other
similar applicable laws.  This Guarantee shall be binding upon the Guarantor
and its successors and assigns (provided that the Guarantor may not assign
this Guarantee without the prior written consent of each of the Lenders) and
shall inure to the benefit of and be enforceable by the Lenders and their
successors, transferees and assigns. Without limiting the generality of the
foregoing, and without notice to the Guarantor, the Lenders may assign or
otherwise transfer any of their rights and obligations under the Loan
Documents to any other person or entity in accordance with the terms of the
Credit Agreement, and such other person or entity shall thereupon become
vested with all the rights in respect thereof granted to the Lenders herein
or otherwise.

                                      -6-

<PAGE>

The term "BORROWER" shall mean both the named Borrower and any other person
or entity at any time assuming or otherwise becoming primarily liable on all
or any part of the Obligations.

        SECTION 6.  SUBORDINATION.  Any indebtedness of the Borrower now or
hereafter held by the Guarantor is hereby subordinated to the prior payment
and performance in full of the Obligations.  The Guarantor agrees not to ask
for, demand, sue for, take or receive from the Borrower, directly or
indirectly, in cash or other property, by setoff or in any other manner
(including, without limitation, from or by way of collateral), payment of all
or any of such indebtedness of the Borrower unless and until the Obligations
shall have been paid in full in cash.  If the Guarantor shall receive any
payments from the Borrower in violation of the preceding sentence, the
Guarantor shall act as trustee for the Lenders and immediately pay over to
the Agent for the benefit of the Lenders any amounts received by the
Guarantor to be applied against the Obligations.  However, no such payment
shall reduce or affect in any manner the absolute, unconditional and
independent liability of the Guarantor hereunder except to the extent such
payment is applied against the Obligations.

        SECTION 7.  PAYMENTS.  It is understood that the Obligations may at
any time and from time to time exceed the aggregate liability of the
Guarantor hereunder without impairing this Guarantee.  The Guarantor agrees
that whenever the Guarantor shall make any payment to the Agent for the
benefit of the Lenders hereunder on account of the liability hereunder, the
Guarantor will deliver such payment to the Agent at the address provided for
it in Section 11 below and notify the Agent in writing that such payment is
made under this Guarantee for such purpose.  It is understood that the Agent,
without impairing this Guarantee, may apply payments from the Borrower to the
Obligations or to such other obligations owed by the Borrower to the Lenders
in such amounts and in such order as the Lenders in their complete discretion
determine.  No payment made hereunder by the Guarantor to the Agent or the
Lenders shall constitute the Guarantor as a creditor of the Agent, the
Lenders or the Borrower.

        SECTION 8.  REPRESENTATIONS AND WARRANTIES.  The Guarantor hereby
represents and warrants as follows:

                (a)      SOLVENCY.  The execution and delivery of this
Guarantee and the other Loan Documents to which Guarantor is party will not
(i) render the Guarantor insolvent under GAAP nor render it Insolvent (as
defined below), (ii) leave the Guarantor with remaining assets which
constitute unreasonably small capital given the nature of the Guarantor's
business, or (iii) result in the incurrence of Debts (as defined below)
beyond the Guarantor's ability to pay them when and as they

                                      -7-

<PAGE>

mature.  For the purposes of this Section, "INSOLVENT" means that the present
fair salable value of assets is less than the amount that will be required to
pay the probable liability on existing Debts as they become absolute and
matured.  For the purposes of this Section, "DEBTs" includes any legal
liability for indebtedness, whether matured or unmatured, liquidated or
unliquidated, absolute, fixed or contingent.

                (b)      FINANCIAL OR OTHER BENEFIT OR ADVANTAGE.  The
Guarantor hereby acknowledges and warrants that it has derived or expects to
derive a financial or other benefit or advantage from the Credit Agreement
and from each and every renewal, extension, release of collateral or other
relinquishment of legal rights made or granted or to be made or granted by
the Lenders to the Borrower in connection with the Credit Agreement.

                (c)      EXISTENCE AND RIGHTS.  The Guarantor is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware.  The Guarantor has the power and authority and
legal right to own its property and to carry on its business as now owned and
carried on and in which it proposes to be engaged after the Initial Closing
Date and is duly qualified and in good standing in each jurisdiction in which
the property owned by it or the business conducted by it makes such
qualification necessary (except to the extent the failure to qualify
thereunder could not, in the aggregate, reasonably be expected to have a
material adverse effect on the financial condition or business of the
Guarantor or its ability to perform under this Guarantee or any other
Guarantor Collateral Document executed by the Guarantor (a "MATERIAL ADVERSE
EFFECT")) and the Guarantor has the power and authority to make and carry out
this Guarantee and the other Loan Documents to which Guarantor is party.

                (d)      GUARANTEE AUTHORIZED AND BINDING; COMPLIANCE WITH
LAW.  The execution, delivery and performance of each of this Guarantee and
the other Loan Documents to which the Guarantor is party has been duly
authorized and, except as set forth on Schedule 7 to the Credit Agreement,
does not require the consent or approval of any Governmental Authority
(including, without limitation, the FCC) and is not in contravention of, or
in conflict with, any Requirement of Law.  The Guarantor is in compliance
with all Requirements of Law except to the extent that a failure to comply
therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.   Each of this Guarantee and the other Loan
Documents to which the Guarantor is party is a valid and legally binding
obligation of the Guarantor enforceable in accordance with its terms, subject
to and limited by the effect of bankruptcy, insolvency, reorganization,
receivership, conservatorship, arrangement, moratorium or other laws
affecting or relating to the rights of creditors generally and

                                      -8-

<PAGE>

by general equitable principles (whether enforcement is sought by proceedings
in equity or at law).

                (e)      NO CONFLICT.  The execution and delivery of this
Guarantee and the other Loan Documents to which the Guarantor is party are
not, and the performance of this Guarantee and the other Loan Documents to
which the Guarantor is party will not be, in contravention of, or in conflict
with, any agreement, indenture or undertaking to which the Guarantor is a
party or by which it or any of its property is or may be bound or affected
and do not, and will not cause any Lien to be created or imposed upon any
such property, other than security interests imposed by the Loan Documents.

                (f)      LITIGATION.  Except as set forth on Schedule 1
hereto, there is no litigation or other proceeding pending or, to the
knowledge of the Guarantor, threatened against, or affecting, it or its
properties (a) on the Initial Closing Date with respect to this Guarantee or
any other Guarantor Collateral Document executed by the Guarantor or (b)
which, if determined adversely to the Guarantor, would, individually or in
the aggregate, have a Materially Adverse Effect, and the Guarantor is not in
default with respect to any order, writ, injunction, decree or demand of any
court or other Governmental Authority which default could reasonably be
expected to have a Material Adverse Effect.

                (g)      OWNERSHIP OF GUARANTOR.  The ownership of the
Guarantor on the Initial Closing Date and the Second Closing Date is as set
forth in Section 3.30 of the Credit Agreement.

        SECTION 9.  COVENANTS.  The Guarantor covenants and agrees that, so
long as any part of the Obligations shall remain unpaid or any Commitment
shall remain in effect or any Letter of Credit shall remain outstanding the
Guarantor will, unless the Majority Lenders shall otherwise consent in
writing:

                (a)      REPORTING REQUIREMENTS.  The Guarantor will furnish
to the Agent (i) as soon as available and in any event within 90 days after
the end of each fiscal year of the Guarantor, a copy of the financial
statements of the Guarantor for such period and (ii) such other information
respecting the financial condition or business of the Guarantor as any
Lender, through the Agent, may from time to time request.

                (b)      NOTICE OF PROCEEDINGS.  The Guarantor will promptly
give notice in writing to the Agent of all litigation, arbitral proceedings
and regulatory proceedings not otherwise described on Schedule 1 hereto
affecting the Guarantor or the properties of the Guarantor, except litigation
or proceedings that, if adversely determined, could not reasonably be
expected to have a Material Adverse Effect.

                                      -9-

<PAGE>

                (c)      LIMITATIONS ON FUNDAMENTAL CHANGES.  Except as
permitted under the Credit Agreement, the Guarantor shall not, and shall not
permit any of its Subsidiaries to, enter into any merger, consolidation or
amalgamation, or liquidate, wind up or dissolve itself (or suffer any
liquidation or dissolution), or convey, sell, lease, assign, transfer or
otherwise dispose of, all or substantially all of its property, business or
assets.

                (d)      LIMITATION ON DISTRIBUTIONS.  The Guarantor shall
not, and shall not permit any of its Subsidiaries to, except as otherwise
permitted pursuant to the Credit Agreement, declare or pay any dividend on,
or make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any shares of any class of its stock or any warrants or
options to purchase any such stock, whether now or hereafter outstanding, or
any other distribution in respect thereof, either directly or indirectly,
whether in cash or property.

        SECTION 10.  AMENDMENTS, ETC.  No amendment or waiver of any
provision of this Guarantee or consent to any departure by the Guarantor
therefrom shall in any event be effective unless the same shall be in writing
and otherwise in accordance with Section 9.1 of the Credit Agreement, and
then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given.

        SECTION 11.  ADDRESSES FOR NOTICES.  All notices, requests and
demands or other communications hereunder to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided herein,
shall be deemed to have been duly given or made when delivered by hand, or 3
days after being deposited in the United States mail, certified and postage
prepaid and return receipt requested, or, in the case of telecopy notice,
when received, in each case addressed as follows:  if to the Guarantor to it
at its address or telecopier number set forth on the signature page hereof,
and if to the Agent, to it at the address or telecopier number specified for
the Agent in the Credit Agreement; or, as to each party, to it at such other
address as shall be designated by such party in a written notice to the other
party.

        SECTION 12.  NO WAIVER; REMEDIES.  No failure on the part of the
Lenders to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof, and no single or partial exercise of any right
hereunder shall preclude any other or further exercise thereof or the
exercise of any other right.  The remedies provided herein are cumulative and
not exclusive of any remedies provided by law.

        SECTION 13.  RIGHT OF SETOFF.  In addition to any rights and remedies
of the Lenders provided by law, with the prior

                                     -10-



<PAGE>

consent of the Majority Lenders, each Lender shall have the right,
exercisable upon the occurrence and during the continuance of an Event of
Default and acceleration of the Obligations pursuant to Section 7 of the
Credit Agreement, without prior notice to the Guarantor, any such notice
being expressly waived by the Guarantor to the extent permitted by applicable
law, to set off and appropriate and apply against any such Obligations any
and all deposits (general or special, time or demand, provisional or final),
in any currency, and any other credits, indebtedness or claims in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by such Lender or any branch
or agency thereof or bank controlling such Lender to or for the credit or the
account of the Guarantor.  Each Lender agrees promptly to notify the
Guarantor after any such set-off and application made by such Lender,
PROVIDED that the failure to give such notice shall not affect the validity
of such set-off and application.

        SECTION 14.  CONSENT TO JURISDICTION.

                (a)      The Guarantor, to the extent permitted by applicable
law, hereby irrevocably submits to the non-exclusive general jurisdiction of
the courts of the States of California and New York, the courts of the United
States of America for the Central District of California and the Southern
District of New York and appellate courts from any thereof in any legal
action or proceeding arising out of or relating to this Guarantee or any
other Loan Document to which the Guarantor is or may be a party, and the
Guarantor hereby irrevocably agrees that all claims in respect of such action
or proceeding may be heard and determined in such California, New York or
federal court.  The Guarantor hereby irrevocably waives, to the fullest
extent it may effectively do so, the defense of an inconvenient forum to the
maintenance of such action or proceeding and any objection to venue of such
action or proceeding.

                (b)      Nothing in this Section shall affect the right of
the Lenders to serve legal process in any manner permitted by law or affect
the right of the Lenders to bring any action or proceeding against the
Guarantor or its property in the courts of any other jurisdictions.

        SECTION 15.  GOVERNING LAW.  THIS GUARANTEE SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO ITS CHOICE OF LAW RULES).

        SECTION 16.  COMPLETE AGREEMENT.  This Guarantee supersedes any prior
negotiations, discussions or communications between the Guarantor and the
Lenders and constitutes the entire agreement between the Guarantor and the
Lenders with respect to the guarantee of the Obligations.

                                   -11-
<PAGE>

        SECTION 17.  WAIVER OF JURY TRIAL.  THE GUARANTOR, THE AGENT, THE
MANAGING AGENTS AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE OR
ANY OTHER LOAN DOCUMENT TO WHICH THE GUARANTOR IS OR MAY BE A PARTY OR ANY
DOCUMENT EXECUTED IN CONNECTION HEREWITH AND FOR ANY COUNTERCLAIM THEREIN.

        SECTION 18.  SEVERABILITY.  Any provision of this Guarantee which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining portions hereof or thereof or affecting the validity
or enforceability of such provision in any other jurisdiction.

        SECTION 19.  COPIES OF CERTIFICATES, ETC.  Whenever the Guarantor is
required to deliver notices, certificates, opinions, statements or other
information hereunder to the Agent or to the Managing Agents for delivery to any
Lender, it shall do so in such number of copies as the Agent or the Managing
Agents shall reasonably specify.

                                   -12-
<PAGE>

        IN WITNESS WHEREOF, the Guarantor has caused this Guarantee to be
executed by its duly authorized representative as of the date first above
written.

                                        UNIVISION TELEVISION GROUP, INC.

                                        By:
                                            -----------------------------------
                                        Name:
                                              ---------------------------------
                                        Title:
                                               --------------------------------

                                        Address for Notices:

                                        24 Meadowland Parkway
                                        Third Floor
                                        Secaucus, New Jersey 07094

                                   -13-
<PAGE>

                                                                   SCHEDULE 1 TO
                                                                       GUARANTEE



                            GUARANTOR LITIGATION




                                    NONE