Exhibit 10.6

SECOND
AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT

This
SECOND AMENDED AND RESTATED PROGRAM LICENSE AGREEMENT is entered into as of December 19, 2001 (the "Restatement Date") by and between VENEVISION INTERNATIONAL CORPORATION, a
Delaware corporation (hereinafter "Licensor"), and UNIVISION COMMUNICATIONS INC., a Delaware corporation ("Licensee" or "UCI"), and amends and restates that certain AMENDED AND RESTATED PROGRAM
LICENSE AGREEMENT (the "Amended and Restated Program License Agreement") made as of the 1st day of October, 1996 by and between Dennevar, B.V. (and assigned by Dennevar B.V. to Licensor) and The
Univision Network Limited Partnership, a Delaware limited partnership ("UNLP").

WHEREAS,
Licensor has or will have rights in the United States of America, including all territories and possessions thereof other than Puerto Rico (the "Territory"), to license certain
television programs in the Spanish language or with Spanish subtitles produced by and to be produced by CORPORACION VENEZOLANA DE TELEVISION, C.A. (VENEVISION) ("CVT") or otherwise available to CVT,
Licensor or other entities controlled by CVT (CVT and all of the companies it controls, and Licensor being hereinafter referred to collectively as "Venevision").

WHEREAS,
Licensee operates the Univision Network, the Galavision Network, the Stations, the Telefutura Network and the Telefutura Stations.

WHEREAS,
Licensee desires to acquire the right to broadcast in the Territory over the Univision Network, the Galavision Network, and the Telefutura Network, programs produced, to be
produced or otherwise available to Venevision, and Licensor is willing to grant such a license upon the terms, provisions and conditions herein set forth.

WHEREAS,
Televisa Internacional, S.A. de C.V. ("Televisa") is simultaneously herewith entering into a Second Amended and Restated Program License Agreement, dated as of the date hereof
(the "Televisa Agreement"), with the Licensee to license certain television programming for broadcast in the Territory.

NOW,
THEREFORE, in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

1.License of Programming.



1

---



Each
Program shall be available for license to Licensee in the Territory pursuant to the terms of this Agreement upon the first to occur of (x) the date when such Program is initially broadcast
by Venevision or (y) the date when such Program is first made available for broadcast by any third party.

Except
as provided in the following paragraph, if Licensor or Venevision shall produce directly or indirectly any Spanish Language or Spanish subtitled programming for broadcast in the
Territory it shall be deemed a Program subject to the terms and conditions of this Agreement.



No
program that would otherwise be a Program under Section 1.2(a)(ii) shall become a Co-Produced Program solely because Venevision or Licensor licenses or sells distribution
rights in the Territory prior to or during production of such program and neither Venevision nor Licensor shall enter into any agreement to the contrary.

In
order for a program to be a Co-Produced Program, some material property right underlying such program must be provided by such unaffiliated third party described above and
such unaffiliated third party must participate in the development and production of the Program in exchange for such third party's distribution rights in the Territory or participation in distribution
revenues from the Territory.

2

---

If
Venevision intends to enter into an agreement or arrangement with respect to a program that it believes will be a Co-Produced Program under this Agreement, Venevision will
provide UCI with written notification of such intention at least 10 business days prior to entering into any such agreement or arrangement, along with the basis for Venevision's belief that such
program should be characterized as a Co-Produced Program solely for the purpose of permitting UCI to monitor compliance by Venevision with the provisions contained herein relating to
Co-Produced Programs, it being agreed that UCI and its Affiliates shall keep confidential such notice and the information contained therein, shall not use such notice or information for
its own account and shall not contact or engage in discussions with any Person other than Venevision with respect to such agreement or arrangement.

Subject
to the following paragraph, nothing contained in this Agreement shall prevent Licensor or Venevision from licensing broadcast rights (in exchange for cash or in-kind
services or property other than Programs) for territories other than the Territory to programs initially produced in the Spanish language or programs with Spanish language subtitles that are developed
and produced in the Territory by unaffiliated third party producers located in the Territory, including broadcasters, provided that neither Licensor nor Venevision has participated in any way in the
development or production of any such program.

In
the case of novelas, if Licensor or any of its Affiliates, (a) enters into an agreement or arrangement with respect to the co-production of a novela or
(b) sells or transfers a novela script or format to any third party, and (x) Licensor or any Affiliate owns or obtains Venezuelan broadcast rights to such novela and (y) broadcast
rights in the Territory exist during the Term, then Licensor must cause such novela to be a Program hereunder.

Venevision
agrees that it will use good faith efforts not to structure arrangements or agreements with respect to programs in a manner intended to cause such programs not to be
considered Programs hereunder.



3

---



Notwithstanding
the foregoing exceptions, neither Venevision nor its Affiliates shall consent to, and each shall use its commercially reasonable efforts to prohibit,



4

---



To
the extent that Venevision has the right to transmit or retransmit under clause (b) and (d) above, Venevision shall have the right to market and promote and otherwise
generate revenues (including, but not limited to, the sale of advertising time) attributable to the ability of viewers in the Territory to receive Programs contained in such transmissions. Venevision
and Licensee acknowledge and agree that this Section 1.3 is intended solely to ensure that Venevision will not be in violation of this Agreement merely because transmissions or retransmissions
from stations located in Venezuela or transmissions or retransmissions from satellite signals intended for television stations, cable systems or direct-to-home subscribers
outside the Territory, and over the Internet as provided above, may be incidentally viewed by unauthorized recipients in the Territory, and is not intended to give Venevision any right to broadcast,
or license others to broadcast, Programs intended for viewing or which may be viewed in the Territory other than in accordance with the other provisions of this Agreement.

2.Notification, Acceptance and Licensing of Programming.Not less than once in each calendar quarter during the
term of this Agreement, Licensor will deliver a written notice (an "Availability Notice") to Licensee specifying all Programs which (a) have become available for license by Licensee since the
delivery of the preceding Availability Notice or (b) may no longer be available to Licensee for license hereunder. Upon the request of Licensee, Licensor shall deliver to Licensee whatever
materials are reasonably available with respect to any Program available for license, at Licensee's expense to the extent Licensee requests more than a videotape pilot or representative episode with
respect to a new Program. If Licensee desires to license any Programs, it shall notify Licensor of its acceptance in writing (an "Acceptance") at any time. Such Acceptance shall specify the name of
the Accepted Program and such other information as may reasonably be requested by Licensor. An Acceptance shall constitute the acceptance of the license by Licensee of the Program(s) and upon receipt
by Licensor of such Acceptance, the Program(s) covered by each such Acceptance shall without further action be automatically licensed to Licensee on the terms and conditions of this Agreement and be
an "Accepted Program".

3.Delivery, Expenses And Use Of Programs.



5

---



6

---



The
editing rights hereunder shall be subject to applicable law and applicable contractual rights of unaffiliated third parties of which Licensor informs Licensee in writing at the time of delivery to
Licensee of such Program (provided that Licensor agrees to use (and to cause its Affiliates to use) good faith efforts not to permit to exist any such contractual restrictions). Licensee will pay for
editing performed by Licensor at Licensor's incremental cost.



4.Royalties and License Fees.



7

---



8

---



9

---



5.Special Programs and Co-Produced Programs.



10

---



6.Representations and Warranties of Licensor.



11

---



12

---



7.Indemnification.



13

---



8.Term.The term of this Agreement (the "Term") shall be until December 17, 2017. Any license in effect
for any Program at the end of the Term shall continue through the Broadcast Period for such applicable Program, with no right of re-license or extension at the end
thereof,and all of the rights and obligations of the parties under this Agreement with respect to such license will continue through the Broadcast
Period for such Program, it being agreed that the parties shall enter into mutually satisfactory royalty arrangements with respect to the Broadcast Period following the termination of this Agreement
in order to compensate Licensor for the use of Programs during such period and, if the parties are unable to agree upon such royalty arrangements, the amount thereof shall be determined based on
prevailing market conditions. For Programs that commence broadcast on the Networks or the Telefutura Network in the final year of the Term, Licensee must commence the broadcast of the Program on one
of such networks over at least 70% of such network's coverage (as determined by the number of Hispanic television households potentially reached by the applicable network) and shall continue to
broadcast the Program without substantial interruption over such minimum of 70% network coverage until the conclusion of the Broadcast Period for such Program.

For
purposes of this Agreement only:



14

---



In
addition this Agreement may be terminated by either party in the event that the other party (i) materially breaches its obligations hereunder and fails to cure such breach
within 180 days of notice thereof (90 days for failure to pay the Program Royalty or Telefutura Royalty when due) by the party seeking termination (which notice shall describe the breach
in reasonable detail);provided, however, that the inaccuracy of any of Licensor's representations and warranties contained in Section 6 hereof
shall not be deemed to be a breach of its obligations for purposes of this Section 8 to the extent that Licensor satisfies its indemnification obligations with respect to such inaccuracy, or
(ii) asserts Force Majeure under Section 9 as a relief from substantially all of its obligations hereunder for a period in excess of one year. Any notice of material breach referred to
in (i) above shall concurrently be sent to the Managing Agents for any lenders providing financing to the Stations and the Networks, and the Managing Agents on behalf of such lenders shall have
the right to cure such alleged material breach within such 90-day or 180-day cure period. Any notice of termination for Force Majeure pursuant to (ii) above shall
concurrently be sent to such Managing Agents.

9.Force Majeure.Neither party hereto shall be liable for or suffer any penalty or termination of rights
hereunder by reason of any failure or delay in performing any of its obligations hereunder if such failure or delay is occasioned by compliance with governmental regulation or order, or by
circumstances beyond the reasonable control of the party so failing or delaying, including but not limited to acts of God, war, insurrection, fire, flood, accident, strike or other labor disturbance,
interruption of or delay in transportation (a "Force Majeure Event"). Each party shall promptly notify the other in writing of any such event of force majeure, the expected duration thereof, and its
anticipated effect on the party affected and make reasonable efforts to remedy any such event, except that neither party shall be under any obligation to settle a labor dispute. If Licensor is
prevented by a Force Majeure Event from delivering any Accepted Program to Licensee, the running of the time period for purposes of computing the applicable Broadcast Period for such Program shall be
suspended and, if such Force Majeure Event prevents Licensor from delivering any substitute Programs to Licensee, then Licensee's obligations to pay the Program Royalty under Section 4.1 hereof
shall be reduced (but not below zero) for the time period or periods so affected to the extent necessary to compensate Licensee for the cost of obtaining substitute programming. Any notice of Force
Majeure sent pursuant to this Section 9 shall concurrently be sent to the Managing Agents referred to in Section 8 above.

10.Modification.This Agreement shall not be modified or waived in whole or in part except in writing signed by
an officer of the party to be bound by such modification or waiver.

11.Waiver of Breach.A waiver by either party of any breach or default by the other party shall not be
construed as a waiver of any other breach or default whether or not similar and whether or not occurring before or after the subject breach.

12.Jurisdiction; Venue; Service of Process.Each of the parties irrevocably submits to the jurisdiction of any
California State or United States Federal court sitting in Los Angeles County in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and
irrevocably agrees that any such action or proceeding may be heard and determined only in such California State or Federal court. Each of the parties irrevocably waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum to the maintenance of any such action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the "Process Agent"),

15

---

with an office on the date hereof at 818 West 7th Street, Los Angeles, CA 90017 as his or its agent to receive on behalf of him or it and his or its property service of copies of the summons and
complaint and any other process which may be served in any such action or proceeding. Such service may be made by delivering a copy of such process to any of the parties in care of the Process Agent
at the Process Agent's above address, and each of the parties irrevocably authorizes and directs the Process Agent to accept such service on its behalf. As an alternate method of service, each of the
parties consents to the service of copies of the summons and complaint and any other process which may be served in any such action or proceeding by the mailing or delivering of a copy of such process
to such party at its address specified in or pursuant to Section 13. Each of the parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by law.

13.Notices.All notices and other communications required or permitted hereunder shall be in writing, shall be
deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by registered or certified mail (air mail if addressed to an address outside of the country in which
mailed), postage prepaid, return receipt requested, (c) by a generally recognized overnight courier service which provides written acknowledgment by the addressee of receipt, or (d) by
facsimile or other generally accepted means of electronic transmission (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to
clause (b)), addressed as set forth in Schedule 1 or to such other addresses as may be specified by like notice to the other parties.

14.Assignments.Either of the parties may assign its rights hereunder and delegate its duties hereunder, in
whole or in part, to an Affiliate capable to perform the assignor's obligations hereunder, and either of the parties may assign its rights hereunder and delegate its duties hereunder to any person or
entity to which all or substantially all of such party's businesses and assets are pledged or transferred. No such assignment or delegation shall relieve any party of its obligations hereunder. Any
such assignment or delegation authorized pursuant to this Section 14 shall be pursuant to a written agreement in form and substance reasonably satisfactory to the parties and to the Managing
Agents referred to in Section 8 above. Except as otherwise expresslyprovided herein, neither this Agreement nor any rights, duties or
obligations hereunder may be assigned or delegated by any of the parties, in whole or in part, whether voluntarily, by operation of law or otherwise; provided, however, that Licensor may assign, grant
a security interest in or otherwise transfer its rights to payment hereunder in connection with one or
more financings. Any attempted assignment or delegation in violation of this prohibition shall be null and void. Subject to the foregoing, all of the terms and provisions hereof shall be binding upon,
and inure to the benefit of, the successors and assigns of the parties. Nothing contained herein, express or implied, is intended to confer on any person other than the parties or their respective
successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

15.Governing Law.This Agreement and the legal relations among the parties shall be governed by and construed
in accordance with the laws of the State of California applicable to contracts between California parties made and performed in that State, without regard to conflict of laws principles.

16.Further Assurances.Each party hereto agrees to execute any and all additional documents and do all things
and perform all acts necessary or proper to further effectuate on evidence this Agreement including any required filings with the U.S. Copyright Office.

17.Counterparts.This Agreement may be executed in counterparts, each of which shall be an original instrument
and all of which, when taken together, shall constitute one and the same agreement.

18.Severability.If any provision of this Agreement, or the application thereof, shall for any reason or to any
extent be invalid or unenforceable, then the remainder of this Agreement and application of such provision to other persons or circumstances shall continue in full force and effect

16

---

and in no way be affected, impaired or invalidated; provided that the aggregate of all such provisions found to be invalid or unenforceable does not materially affect the benefits and obligations of
the parties of the Agreement taken as a whole.

19.Specific Performance.The parties hereto agree that irreparable damage may occur in the event that any of
the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties may be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction pursuant to
Section 12, this being in addition to any other remedy to which they are entitled at law or in equity.

20.  [Intentionally
omitted]

21.Participation Agreement.All the terms and conditions of this Agreement shall at all times be subject to the
terms and conditions of the Participation Agreement dated as of October 2, 1996 by and among UCI, A. Jerrold Perenchio, Grupo Televisa, S.A., Messrs. Gustavo A. Cisneros and Ricardo J.
Cisneros
and CVT, and if there is any inconsistency between any terms and conditions of this Agreement and the terms and conditions of the Participation Agreement, the Participation Agreement shall prevail.

22.Venevision Advertising.



17

---



23.Univision Advertising.Licensee and its controlled Affiliates will be entitled to an aggregate of $5,000,000
per year in advertising on Licensor's television networks which cannot be preempted by Licensor or its Affiliates which time shall be valued at the lowest spot rate then being offered for a
non-preemptable spot in the program during which such time is sold. Licensee may not, however,
directly or indirectly make such free time available to Persons other than its controlled Affiliates. All material provided for broadcast by Licensee or its controlled Affiliates shall comply with the
quality standards for unaffiliated advertisers established by Licensor from time to time.

24.Internet.



18

---



IN
WITNESS WHEREOF, the parties have set their hands as of the day and year first above written.

| |  | VENEVISION INTERNATIONAL CORPORATION
| |  | ------------------------------------
| |  | By:                                 
| |  |                                     
| |  | Title:                              
| |  |                                     
| |  | UNIVISION COMMUNICATIONS INC.       
| |  | By:                                 
| |  |                                     
| |  | Title:                              
| |  |                                     

19

---

Exhibit A

1.3  Licensor
and its Affiliates shall have the right and ability to, and to permit others to: (i) transmit or re-transmit in any electronic form or other
means, from any television station in Venezuela, or via
satellite which receives its signal from any earth station or other facility in Venezuela, any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or
re-transmissions may be viewed in the Territory, provided that neither Licensor nor its Affiliates consent to the re-transmission of such Programs by any television station in
the Territory or by any cable system in the Territory; and (ii) market and promote and otherwise generate revenues (including, but not limited to the sale of advertising time) attributable to
the ability of viewers in the Territory to receive such Programs.

20

---

GUARANTY

For and in consideration of the execution by UNIVISION COMMMUNICATIONS INC. ("Licensee") of that Amended and Restated Program License Agreement (the
"License Agreement"), between Licensee and VENEVSION INTERNATIONAL CORPORATION. ("Licensor"), of even date herewith, CORPORACION VENEZOLANA DE TELEVISION, C.A. (VENEVISION) ("Guarantor") hereby agrees
as follows:

21

---





22

---



IN
WITNESS WHEREOF, the parties have set their hands as of the day and year first above written.

|                              |  |                          |  | DATED:
|----------------------------- |  | ------------------------ |  | ------
|                              |  |                          |  |       
|                              |  |                          |  |       
|                              |  |                          |  |       
|                              |  |                          |  |       
|                              |  |                          |  |       
|                              |  |                          |  |       
|                              |  |                          |  |       
|Accepted and Agreed:          |  |                          |  |       
|UNIVISION COMMUNICATIONS INC. |  |                          |  |       
|By:                           |  | /s/C. DOUGLAS KRANWINKLE |  |       
|Its:                          |  | EVP                      |  |       

23

---

Schedule 1

NOTICES

| |  |      |  |                 |  |                                                                                                                                                     
| |  | ---- |  | --------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | (i)  |  | If to Licensee:
| |  |      |  |                 |  | 1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle
Telecopier: (310) 556-3568                           
| |  |      |  | with a copy to:
| |  |      |  |                 |  | O'Melveny & Myers
1999 Avenue of the Stars, Suite 700
Los Angeles, California 90067
Attn: Kendall R. Bishop
Telecopier: (310) 246-6779              
| |  | (ii) |  |                 |  | If to Licensor:                                                                                                                                     
| |  |      |  |                 |  | c/o Venevision International, Inc.
550 Biltmore Way
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 445-9667                   
| |  |      |  | with copies to:
| |  |      |  |                 |  | Venevision International, Inc.
550 Biltmore Way
Coral Gables, Florida 33134
Attn: Eduardo Hernandez
Telecopier: (305) 447-1389                      
| |  |      |  | and            
| |  |      |  |                 |  | Milbank, Tweed, Hadley & McCloy
One Chase Manhattan Plaza
New York, New York 10005
Attention: Robert S. O'Hara, Jr., Esq.
Telecopier: (212) 530-5219

24

---

QuickLinks