Exhibit 10.9

AMENDED AND RESTATED INTERNATIONAL PROGRAM RIGHTS AGREEMENT

This AMENDED AND RESTATED INTERNATIONAL PROGRAM RIGHTS AGREEMENT is entered into as of December 19, 2001 and amends and restates the International Program
Rights Agreement dated October 2, 1996 by and between UNIVISION COMMUNICATIONS INC., a Delaware corporation ("UCI" and other entities directly or indirectly controlled by UCI hereinafter
referred to collectively as "Univision"), Grupo Televisa, S.A. ("Televisa") and Venevision International, Inc. ("Venevision").

1.Grandfathered Programs.



1.2(a) At such time as the Televisa Program License is terminated, all rights in Grandfathered Programs granted to Televisa
pursuant to Section 1.1 above, shall revert to Univision, and subject to Section 11, Televisa shall have no further right to any Grandfathered Program under this Agreement.



2.New Programs.



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3.Univision Rights.Univision and its Affiliates shall have the
right and ability to, and to permit others to: (i) transmit or retransmit via satellite which receives its signal from any earth station or other facility in the Univision Territory to any
television station in or cable system serving the Univision Territory, any Programs which may also be covered by this Agreement, notwithstanding the fact that such transmissions or retransmissions may
be incidentally viewed in Territories other than the Univision Territory ("Other Territories"); (ii) transmit or retransmit from any television station located in the United States any Programs
which may also be covered by this Agreement, notwithstanding the fact that such transmissions or re-transmissions may be incidentally viewed in Other Territories; (iii) transmit via
satellite to any direct-to-home subscribers located in the Univision Territory, any Programs which may also be covered by this Agreement, notwithstanding the fact that such
transmissions may be intercepted by unauthorized recipients in the Other Territories, and (iv) transmit via the Internet (x) Univision's national network evening news broadcast,
(y) religious service telecasts, and (z) charitable and non-commercial specials (e.g., telethons and presidential speeches).

Notwithstanding
the foregoing exceptions, neither Univision nor its Affiliates shall consent to, and each shall use its commercially reasonable efforts to prohibit, (A) the
transmission or retransmission of such Programs by (x) any television station in any Other Territory, (y) any cable system in any Other Territory that is located beyond 35 miles from the
community of license of any transmitting television station in the United States transmitting the Programs (any such cable transmission or re-transmission

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within such 35 mile limit being hereby expressly permitted) or (z) any other means of broadcasting in or into any Other Territory, and (B) the sale of any
direct-to-home or similar services, or any mechanical device, authorization code or other access devices, to persons located outside the Univision Territory for the purpose of
receiving Programs in contravention of this Section 3.

To
the extent that Univision has the right to transmit or retransmit under clause (ii) and (iv) above, Univision 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 any Other Territory to receive Programs contained in such transmissions. The parties acknowledge and agree
that this Section 3 is intended solely to insure that Univision will not be in violation of this Agreement merely because transmissions or retransmissions from stations located in the Univision
Territory or transmissions or retransmissions from satellite signals intended for television stations, cable systems or direct-to-home subscribers in the Univision Territory,
and over the Internet as provided above, may be incidentally viewed by unauthorized recipients in Other Territories, and is not intended to give Univision any right to broadcast, or license others to
broadcast, Programs intended for viewing or which may be viewed in the Territories other than the Univision Territory other than in accordance with the other provisions of this Agreement.

4.Other Networks(a) If Univision or any Affiliate of Univision forms any
network (an "Other Network") other than the Univision Network or the Galavision Network, subject to the provisions of this Section 4 and Section 5.2 below, neither Televisa nor
Venevision shall have any rights in or to any program produced or acquired by Univision for any Other Network in accordance with the terms of this Agreement.



5.Rights of First Negotiation and Offer.



5.2If Univision wishes to license or broadcast any program not broadcast on the Univision Network or the Galavision Network
in Mexico or Venezuela, Univision will first offer to Televisa and/or Venevision, as applicable, a right of first offer to license such program in Mexico or Venezuela, as the case may be. Televisa and
Venevision will have a period of 10 business days to make an offer with

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respect to the license of such program. If Univision does not wish to accept such offer, Univision shall be free to license such program to a third party for broadcast in Mexico or Venezuela on terms
no less favorable to Univision than those offered by Televisa or Venevision; or Univision may itself broadcast such program in Mexico or Venezuela, as applicable. Notwithstanding the foregoing, if
Univision or any Affiliate of Univision wishes to license or broadcast a program that has aired on the Telefutura Network and after compliance with the right of first offer described above, Univision
and Televisa or Venevision, as applicable, cannot reach agreement on a license for Mexico or Venezuela, as applicable, Univision will not license or broadcast such program to a third party for
broadcast or itself broadcast in Mexico or Venezuela, as applicable.

6.Cost Obligations.To the extent any costs are incurred or
payment or clearances are required with respect to the exploitation of any Program in any the Remainder Territory, the Televisa Territory or the Venevision Territory, including, but not limited to,
residual or royalty obligations and participations, the party or parties having the rights to exploit such Program in such Territory shall be responsible for all such costs, payments or clearances, as
applicable. Notwithstanding the generality of the foregoing, Univision shall not have the ability to commit Televisa or Venevision to any of the foregoing costs, payments or clearances with respect to
any Program unless (i) Televisa or Venevision, as the case may be, gives prior approval or (ii) Televisa or Venevision, as the case may be, airs or licenses such Program.

7.Internet.

7.1Notwithstanding anything to the contrary contained in this Agreement, for a period of five (5) years from the date
hereof, except to the extent permitted by Sections 7.2 and 7.3 below, and after the fifth anniversary of the date hereof, except to the extent permitted by Section 7.4 below, and except to the
extent, if any, otherwise permitted by this Agreement (i) neither Televisa or Venevision may broadcast or otherwise transmit, or permit others to broadcast or otherwise transmit, any Program or
any portion thereof over or by means of the internet, or similar systems, now existing or hereafter developed ("Internet") and (ii) Univision may not broadcast or otherwise transmit, or permit
others to broadcast or otherwise transmit any Programs covered by this Agreement (or any portion thereof) over or by means of the Internet.



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8.Definitions.

"Affiliates"
of a person means any person that directly or indirectly controls, is controlled by, or is under common control with the person in question. For the purposes of this
definition, "control", when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.

"Broadcast
Period" means (i) for novelas or other Programs with a plot line continuing through more than one episode, the time necessary to broadcast all episodes on a continuing
basis without substantial interruption and (ii) for all other programs (excluding one-program shows), (x) for weekly programs, the time period necessary to broadcast 26
episodes of the Program without substantial interruption, which under normal circumstances is expected to be 26 continuous weeks and (y) for daily programs (Monday through Friday), 26 weeks.

"Designated
Specials" means the specials set forth on Schedule 1 hereto (to the extent and frequency described on such schedule), and if such specials are not produced on the
frequency set forth on Schedule 1, such other specials having the same format, theme and frequency as the specials not so
produced. Univision agrees to determine the frequency of specials in the ordinary course and use good faith in determining Designated Specials.

"Existing
Programs" means all Programs being produced by Univision as set forth on Schedule 1 hereto.

"Grandfathered
Programs" means all Existing Programs, all Replacement Programs and all Designated Specials.

"New
Programs" means all Programs other than Grandfathered Programs.

"Program
License Agreements" means the Televisa Program License Agreement and the Venevision Program License Agreement.

"Programs"
means television programs initially produced in the Spanish language or programs with Spanish subtitles produced directly or indirectly by or for the Univision Network or the
Galavision Network and to be produced directly or indirectly by or for the Univision Network or the Galavision Network for broadcast at any time and which are available for broadcast and to which the
Univision Network or the Galavision Network has the rights to Broadcast in an applicable Territory including, without limitation, in the following categories: novelas, musicals, variety shows,
situation comedies, game shows, talk shows, children's shows, news shows, cultural and educational programs, and sports programs. Programs do not include programs acquired by Univision from Televisa
or Venevision.

"Replacement
Program" means any Program that (A) shares at least two out of four of the following characteristics with an Existing Program or another Replacement Program (each, a
"Replaced Program") (i) it has a substantially similar format and theme to such Replaced Program, (ii) it shares a material amount of talent with such Replaced Program, (iii) it
is in the same day-part as such Replaced Program and (iv) it shares the same or a substantially similar name with such Replaced Program; and

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(B) commences broadcast on Univision Network or Galavision Network within six months prior to or within six months after the termination of broadcast of such Replaced Program on such network.
A special will only be required to comply with clause (A) above.

"Required
Amount" in the case of Televisa and Venevision shall have the meaning given to such term in the Restated Certificate of Incorporation of Univision Communications Inc.

"Telefutura
Network" means the Telefutura Network of affiliated broadcast stations, cable outlets and other affiliated broadcast outlets broadcasting the Telefutura Network.

"Televisa
Program License Agreement" means that certain Second Amended and Restated Program License Agreement between Televisa International, S.A. de C.V. and UCI (as successor to The
Univision Network Limited Partnership) dated as of the date hereof, as it may be amended from time to time.

"Territories"
means the Univision Territory, the Televisa Territory, the Venevision Territory and the Remainder Territory.

"Venevision
Program License Agreement" means that certain Second Amended and Restated Program License Agreement between Venevision International Inc. (as successor to Dennevar,
B.V.), and UCI (as successor to The Univision Network Limited Partnership) dated as of the date hereof, as it may be amended from time to time.

"without
substantial interruption" means that the Programs will be scheduled and run on a continuing periodic basis except for occasional network preemption to accommodate
one-time specials or programs which, because of their nature or timeliness or because of applicable rules, must in a person's reasonable judgment be broadcast in lieu of the regularly
scheduled Program.

9.Representations and Warranties of Univision.



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10.Indemnification.



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11.Term.Subject to Sections 1.2 and 2.2, the term of this Agreement shall be until
December 17, 2017. Any license in effect for any Program at the date of termination of this Agreement (or the termination of any rights under this Agreement) shall continue through the
Broadcast Period for such 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 Univision 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.

In
addition this Agreement may be terminated by Univision with respect to Televisa or Venevision, as the case may be, if Televisa or Venevision, as the case may be (i) materially
breaches its obligations hereunder and fails to cure such breach within 180 days of notice thereof by the party seeking termination (which notice shall describe the breach in reasonable
detail); or (ii) asserts a Force Majeure Event under Section 12 as a relief from substantially all of its obligations hereunder for a period in excess of one year and this Agreement may
be terminated by Televisa and Venevision with respect to Univision, if Univision (i) materially breaches its obligations hereunder and fails to cure such breach within 180 days of notice
thereof by the party seeking termination (which notice shall describe the breach in reasonable detail); or (ii) asserts a Force Majeure Event under Section 12 as a relief from
substantially all of its obligations hereunder for a period in excess of one year.

12.Force Majeure.No 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

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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 others in writing of any such Force Majeure Event, the expected duration thereof, and its anticipated
effect on the party affected and make reasonable efforts to remedy any such event, except that no party shall be under any obligation to settle a labor dispute.

13.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.

14.Waiver of Breach.A waiver by one party of any breach or default by another 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.

15.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 our 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"), 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 16. 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.

16.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 on Schedule 1 or to such other addresses as may be specified by like notice to the other parties.

17.Assignments.Any party may assign its rights hereunder and delegate its duties
hereunder, in whole or in part, to an Affiliate able to perform the assignor's obligations hereunder, and any party 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 17 shall be pursuant to a written agreement in form and substance reasonably satisfactory to the parties. Except as otherwise
expressly provided 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. 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

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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. Pursuant to the financing documents relating to financing to UCI, the Administrative Agent (for the benefit of the various
lenders) has been granted a security interest in and to all of UCI's rights in this Agreement. The parties hereto acknowledge and consent to the grant of such security interest.

18.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.

19.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 or evidence this Agreement including any required filings with the United States Copyright Office.

20.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.

21.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 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.

22.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 15, this being in addition to any other remedy to which they are entitled at law or in equity.

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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

| |  | UNIVISION COMMUNICATIONS INC. 
| |  | ------------------------------
| |  | By:                           
| |  |                               
| |  | Title:                        
| |  |                               
| |  | GRUPO TELEVISA, S.A.          
| |  | By:                           
| |  |                               
| |  | Title:                        
| |  |                               
| |  | By:                           
| |  |                               
| |  | Title:                        
| |  |                               
| |  | By:                           
| |  |                               
| |  | Title:                        
| |  |                               
| |  | VENEVISION INTERNATIONAL, INC.
| |  | By:                           
| |  |                               
| |  | Title:                        
| |  |                               

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