Exhibit 10.11.2

WARRANT PURCHASE AGREEMENT

This Warrant Purchase Agreement (the "Agreement") is entered into as of December 19, 2001, by and between VVI Investments Corp., a Delaware corporation
("Buyer"), and Univision Communications Inc., a Delaware corporation ("Seller").

WHEREAS, Buyer has indicated it desires to purchase a Warrant (the "Class V Warrant") to purchase shares of Seller's Class V
Common Stock (the "Class V Stock") and a Warrant (the "Class A Warrant"; and together with the Class V Warrant, the "Warrants") to purchase shares of Seller's Class A
Common Stock (the "Class A Stock");

WHEREAS, Seller is willing to sell such Warrants to Buyer;

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to be legally bound, the parties agree as follows:

1.Purchase and Sale of Warrants. In consideration of the surrender by Buyer of certain governance
rights under Seller's charter documents, Seller hereby sells to Buyer and Buyer hereby purchases from Seller:



2.Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows:



1

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2

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3.Representations and Warranties of Buyer. Buyer represents and warrants to Seller as follows:



4.Continuing Covenants.



3

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5.General.



4

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If to Buyer:

If to Seller:VVI Investments Corp.
550 Biltmore Way, 9th Floor
Coral Gables, Florida 33134
Attn: Alejandro Rivera
Telecopier: (305) 447-1389

Univision Communications Inc.
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
Attn: C. Douglas Kranwinkle
Telecopier: (310) 556-3568With a copy to:

With a copy to:Milbank, Tweed, Hadley & McCloy LLP
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Robert O'Hara
Telecopier: (212) 530 5219

O'Melveny & Myers LLP
1999 Avenue of the Stars, Suite 700
Los Angeles, CA 90067
Attention: Kendall R. Bishop
Telecopier: (310) 246-6779


5

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or
to such other address as either party specifies by written notice so given, and such notice will be deemed to have been delivered as of the date so telecommunicated, personally delivered or mailed.



IN
WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its duly authorized officers as of the day and year first above written.

| |  | BUYER                        
| |  | -----------------------------
| |  | VVI INVESTMENTS CORP.        
| |  | By:                          
| |  |                              
| |  |                              
| |  |                              
| |  | SELLER:                      
| |  | UNIVISION COMMUNICATIONS INC.
| |  | By:                          
| |  |                              
| |  |                              
| |  |                              

6

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EXHIBIT A

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY
NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT

to Purchase Class V Common Stock of

Univision Communications Inc.,
a Delaware corporation

THIS IS TO CERTIFY THAT:VVI Investments Corp., a Delaware corporation, or registered transferees (the "Holder")
is entitled to purchase from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration
Date an aggregate of 247,748 shares of Class V Common Stock (or Class A Common Stock as provided herein) at a purchase price of $38.261 per share, all on the terms and conditions and
subject to the adjustments provided for in this warrant (the "Warrant").

Section 1.Certain Definitions.As used in this Warrant, unless the context
otherwise
requires:

"Affiliate"
means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified
Person. For purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of
voting securities, by contract or otherwise.

"Business
Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

"Class A
Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

"Class P
Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

"Class T
Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

"Class V
Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

"Common
Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

"Communications
Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications
Commission promulgated thereunder.

"Exercise
Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to
Section 4.

"Expiration
Date" means December 17, 2017.

Ex. A-1

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"Market
Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last
sales price regular way
or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

"Permitted
Holder" means



"Person"
means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a
governmental body or other entity.

"Securities
Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder, all as the same shall be in effect at the time.

"Warrant
Shares" at any time means the shares of Class V Common Stock or Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

Section 2.Exercise of Warrant.

2.1Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part
from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such
exercise all of the following conditions are met:



In
the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for
obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal
Communications Commission under

Ex. A-2

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Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the Holder will use reasonable efforts
to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances provided pursuant to
paragraph (b), in which case such efforts shall be at the expense of the Company.

2.2Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a
written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and
agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being
purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon
delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless exercise, the right to purchase each Warrant Share may be
exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which will be the difference between (y) the then current
Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

2.3Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so
purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid
and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or
certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such notice and shall be registered in the name of the Holder. Such certificate or certificates shall
be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to
consent or to receive notice as a stockholder, as of the close of business on the date all of the conditions referred to in Section 2.1 are satisfied (including, without limitation, the
obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the items specified in Section 2.2 above are delivered to the Company. If this Warrant shall
have been exercised only in part the Company shall, within two Business Days of delivery of such certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is
issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The
Holder shall pay all expenses, transfer taxes and other charges payable in connection with the preparation, issuance and delivery of stock certificates under this Section 2.

2.4Class of Shares Issued. If the Holder is a Permitted Holder, the Holder may elect to receive shares of Class V
Common Stock or shares of Class A Common Stock upon exercise of this Warrant. If the Holder is not a Permitted Holder, the Company shall issue to the Holder shares of Class A Common
Stock upon exercise of this Warrant.

2.5Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the
Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date,
any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

Section 3.Transfer of Warrant.

3.1Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be
sold, transferred, pledged or hypothecated (collectively, "Transferred") to any

Ex. A-3

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third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with legends in substantially the form of the legends contained on the first page hereof.

3.2Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all
rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a
written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this
Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

Section 4.Adjustment of Warrant Shares; Anti-Dilution Provisions.

If
any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be
purchased hereunder immediately prior to such event shall be adjusted as described below:

4.1Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or
Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal
Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares
remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the
Holder, that the Holder may receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant
Shares remaining to be purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon
the date of such redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any,
between the redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

4.2Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A
Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or
otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time
the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then
the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the
number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

4.3Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into
another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the
Class V Common Stock or Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter
receive, upon the exercise hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the
exercise of this Warrant

Ex. A-4

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would have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof
shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor
corporation, as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart
from the assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall
apply to successive mergers or consolidations or sales or other transfers.

4.4Dividends.



Ex. A-5

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4.5Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as
practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation
thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

4.6Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price
shall be computed to the nearest 1/1000 cent and the number of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and
fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

Section 5.Securities Laws.The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this
Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable
state securities laws and agrees not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities
laws or would cause the issuance by the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all
certificates representing Warrant Shares will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall
constitute a representation by the Holder that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of
the Securities Act or applicable state securities laws.

Section 6.No Voting Rights.This Warrant shall not entitle the holder hereof
to any
voting rights or other rights as a stockholder of the Company.

Section 7.Reservation of Warrant Shares.The Company has reserved and will
keep
available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon
issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

Section 8.Loss, Destruction of Warrant.Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the
Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

Section 9.Miscellaneous Provisions.

9.1Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with
the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made
by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written
consent of the Holders of all of the Warrants.

9.2Jurisdiction; Venue; Service of Process. The Company and the Holder each 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 Warrant or the transactions contemplated hereby, and
irrevocably agrees that any such action or proceeding may be heard and determined only in

Ex. A-6

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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 its agent
to receive on behalf of it and 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 9.3. 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.

9.3Notices. 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 acknowledgement 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 follows:



Ex. A-7

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or
to such other addresses as may be specified by like notice to the other parties.

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

|Dated: |  |                               |  |                                
|------ |  | ----------------------------- |  | -------------------------------
|       |  | UNIVISION COMMUNICATIONS INC.
|       |  | By:                           |  |                                
|       |  |                               |  |                                
|       |  |                               |  | Name: C. Douglas Kranwinkle    
|       |  |                               |  | Title: Executive Vice President

Ex. A-8

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EXHIBIT A  CASHLESS EXERCISE FORM

The undersigned Holder exercises the right to
purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange
the Warrant for Warrant Shares as provided inSection 2.2of the Warrant. Certificate(s) for such shares are to be issued and delivered as set
forth below.

|Dated: |  |        |  | 
|------ |  | ------ |  | 
|       |  | Holder
|       |  | By:    |  | 
|       |  |        |  | 
|       |  | Its:   |  | 
|       |  |        |  | 

|                                                                                                                                                                                |  |                |  |                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | --------------------------------------
|Name to appear on
the stock certificate:                                                                                                                                        |  |               
|                                                                                                                                                                                |  | (Please Print) |  |                                       
|Address:                                                                                                                                                                        |  |                |  | Employer Identification Number, Social
|                                                                                                                                                                                |  |                |  | Security Number or other identifying  
|                                                                                                                                                                                |  |                |  | number:                               
|If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
|Name:                                                                                                                                                                           |  |                |  |                                       
|                                                                                                                                                                                |  | (Please Print) |  |                                       
|Address:                                                                                                                                                                        |  |                |  | Employer Identification Number, Social
|                                                                                                                                                                                |  |                |  | Security Number or other identifying  
|                                                                                                                                                                                |  |                |  | number:                               
|Calculation of Cashless Exercise:                                                                                                                                               |  |               
|A = Current Market Price:                                                                                                                                                       |  |               
|B = Exercise Price:                                                                                                                                                             |  |               
|X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:                                                                      
|AB ()                                                                                                                                                                         
|1 ×  = X
()                                                                                                                                                                    
|A ()                                                                                                                                                                           
|Total number of Warrant Shares issuable:                                                                                                                                       
|Total number of Warrant Shares to be issued:                                                                                                                                   

Ex. A-9

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EXHIBIT B

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THIS WARRANT MAY
NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER APPLICABLE FEDERAL OR STATE SECURITIES LAWS.

WARRANT        to Purchase Class A Common Stock of        Univision Communications Inc.,  a Delaware corporation

THIS IS TO CERTIFY THAT:VVI Investments Corp., a Delaware corporation, or registered transferees (the "Holder") is entitled to purchase
from Univision Communications Inc., a Delaware corporation (the "Company"), at any time and from time to time on and after the date hereof and prior to the Expiration Date an aggregate of 6,806
shares of Class A Common Stock at a purchase price of $38.261 per share, all on the terms and conditions and subject to the adjustments provided for in this warrant (the "Warrant").

Section 1.Certain Definitions.As used in this Warrant, unless the context
otherwise
requires:

"Affiliate"
means, with respect to a specified Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified
Person. For purposes
of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, whether through the ownership of voting securities,
by contract or otherwise.

"Business
Day" means any day on which commercial banks are not authorized or required to close in Los Angeles, California.

"Class A
Common Stock" means the Company's authorized Class A Common Stock, par value $.01 per share.

"Class P
Common Stock" means the Company's authorized Class P Common Stock, par value $.01 per share.

"Class T
Common Stock" means the Company's authorized Class T Common Stock, par value $.01 per share.

"Class V
Common Stock" means the Company's authorized Class V Common Stock, par value $.01 per share.

"Common
Stock" means the Class A Common Stock, Class P Common Stock, Class T Common Stock and Class V Common Stock.

"Communications
Act" means the Federal Communications Act of 1934, as amended, or any other similar Federal statute, and the rules and regulations of the Federal Communications
Commission promulgated thereunder.

"Exercise
Price" means, on the date hereof, the purchase price per share as set forth on the first page of this Warrant and thereafter shall mean such amount as adjusted pursuant to
Section 4.

"Expiration
Date" means December 17, 2017.

Ex. B-1

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"Market
Price" means the average of the daily closing prices per share for the 30 consecutive trading days before the date in question. The closing price for each day will be the last
sales price regular way or, if no such sale takes place on such day, the average of the closing bid and ask prices regular way on the New York Stock Exchange.

"Person"
means a corporation, an association, a trust, a partnership, a joint venture, an organization, a business, an individual, a government or political subdivision thereof, a
governmental body or other entity.

"Securities
Act" means the Securities Act of 1933, as amended, or any similar Federal statute, and the rules and regulations of the Securities and Exchange Commission promulgated
thereunder, all as the same shall be in effect at the time.

"Warrant
Shares" at any time means the shares of Class A Common Stock then purchasable by the Holder upon the exercise of this Warrant.

Section 2.Exercise of Warrant.

2.1Conditions of Exercise. The Holder may at any time on and after the date hereof exercise this Warrant in whole or in part
from time to time, for the number of Warrant Shares which the Holder is then entitled to purchase hereunder; provided, however, that this Warrant may not be exercised unless at the time of such
exercise all of the following conditions are met:



In
the event that the Company declines to permit the exercise of this Warrant because it believes that paragraphs (a) or (b) above have not been satisfied and a procedure exists for
obtaining a binding determination of whether or not such exercise will cause a violation of applicable law, including, without limitation, obtaining a declaratory ruling from the Federal
Communications Commission under Rule 1.2 of the rules promulgated under the Communications Act (or any successor rule), then at the request of the Holder or the Company, the Company and the
Holder will use reasonable efforts to obtain such determination. Any such efforts shall be at the expense of the Holder, unless the Company is unreasonable in refusing to rely on the assurances
provided pursuant to paragraph (b), in which case such efforts shall be at the expense of the Company.

2.2Method of Exercise. The Holder may exercise this Warrant in whole or in part by delivering to the Company (i) a
written notice of the Holder's election to exercise this Warrant, which notice shall specify the number of Warrant Shares to be purchased, (ii) this Warrant, (iii) the evidence and
agreement requested by the Company referred to in Section 2.1(b) above and (iv) an amount equal to the product of the Exercise Price, as adjusted, and the number of Warrant Shares being
purchased pursuant to the exercise of this Warrant in the form of a cashiers' check or wire transfer. The Holder may also exercise this Warrant, in whole or in part, in a "cashless" exercise, upon
delivery to the Company of (i) this Warrant and (ii) a Cashless Exercise Form in the form of Exhibit A. In a cashless

Ex. B-2

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exercise, the right to purchase each Warrant Share may be exchanged for that number of shares of Common Stock determined by multiplying the number one (1) by a fraction, the numerator of which
will be the difference between (y) the then current Market Price and (z) the Exercise Price, and the denominator of which will be the then current Market Price.

2.3Issuance of Warrant Shares. Upon the Holder's exercise of this Warrant, the Company shall issue the Warrant Shares so
purchased to the Holder and within two Business Days shall cause to be executed and delivered to the Holder a certificate or certificates representing the aggregate number of fully-paid
and nonassessable shares of Common Stock issuable upon such exercise. The stock certificate or certificates for Warrant Shares so delivered shall be in such denominations as may be specified in such
notice and shall be registered in the name of the Holder. Such certificate or certificates shall be deemed to have been issued and the Holder shall be deemed to have become a holder of record of such
Common Stock, with the right, to the extent permitted by law, to vote such Common Stock or to consent or to receive notice as a stockholder, as of the close of business on the date all of the
conditions referred to in Section 2.1 are satisfied (including, without limitation, the obtaining of any requested declaratory ruling from the Federal Communications Commission) and all of the
items specified in Section 2.2 above are delivered to the Company. If this Warrant shall have been exercised only in part the Company shall, within two Business Days of delivery of such
certificate or certificates, deliver to the Holder either (i) a new warrant dated the date it is issued evidencing the rights of the Holder to purchase the remaining Warrant Shares called for
by this Warrant or (ii) this Warrant bearing an appropriate notation of such partial exercise. The Holder shall pay all expenses, transfer taxes and other charges payable in connection with the
preparation, issuance and delivery of stock certificates under this Section 2.

2.4Class of Shares Issued. The Company shall issue to the Holder shares of Class A Common Stock upon exercise of this
Warrant.

2.5Term of Warrant. The Holder shall have the right, at any time on or before the Expiration Date to purchase from the
Company at the Exercise Price the number of fully paid and nonassessable Warrant Shares that the Holder may at the time be entitled to purchase on exercise of this Warrant. After the Expiration Date,
any previously unexercised portion of this Warrant will be void, have no value and be of no further effect.

Section 3.Transfer of Warrant.

3.1Restrictions on Transfer. Subject to Section 5 hereof, this Warrant and all Warrant Shares issued hereunder may be
sold, transferred, pledged or hypothecated (collectively, "Transferred") to any third party. Any certificate for any Warrant Shares issued hereunder shall be stamped or otherwise imprinted with
legends in substantially the form of the legends contained on the first page hereof.

3.2Mechanics of Transfers. Subject to satisfaction of the conditions set forth in Section 3.1, this Warrant and all
rights hereunder are transferable, in whole or in part, on the books of the Company to be maintained for such purpose, upon surrender of this Warrant at the office of the Company, together with a
written assignment of this Warrant duly executed by the Holder or its agent or attorney. Upon such surrender, the Company shall execute and deliver a new Warrant or Warrants in the name of the
assignee or assignees and in the denominations specified in such instrument of assignment, and this Warrant shall promptly be canceled. This Warrant, if properly Transferred in compliance with this
Section 3, may be exercised by an assignee for the purchase of Warrant Shares without having a new Warrant issued.

Section 4.Adjustment of Warrant Shares; Anti-Dilution Provisions.

Ex. B-3

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If
any of the following events occurs at any time hereafter prior to the full exercise of this Warrant, then the Exercise Price and/or the number of Warrant Shares remaining to be
purchased hereunder immediately prior to such event shall be adjusted as described below:

4.1Redemptions and Repurchases. If at any time there is a pro rata (based upon the shares of Class A Common Stock or
Class V Common Stock to be redeemed or repurchased) redemption or repurchase of the Class A Common Stock or Class V Common Stock and if either (i) the Federal
Communications Commission (or other governmental entity that replaces it) issues a ruling, the effect of which permits the Holder to receive on a current basis a payment as if the Warrant Shares
remaining to be purchased hereunder were outstanding or (ii) the Company obtains an unqualified opinion from counsel specializing in federal communications law, reasonably acceptable to the
Holder, that the Holder may
receive on a current basis a payment as if the Warrant Shares remaining to be purchased hereunder were outstanding, then the Holder can elect that the number of Warrant Shares remaining to be
purchased hereunder shall be decreased by a percentage equal to the percentage of Class A Common Stock or Class V Common Stock so redeemed or repurchased and upon the date of such
redemption or repurchase, the Company shall pay to the Holder an amount equal to the number of shares by which the Warrant has been decreased multiplied by the difference, if any, between the
redemption or repurchase price and the Exercise Price for such shares (adjusted proportionately in accordance with Section 4.2).

4.2Stock Subdivisions, Stock Dividends or Stock Consolidations. If at any time the outstanding shares of Class A
Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are subdivided into a greater number of shares, whether by stock split, stock dividend or
otherwise, then the Exercise Price will be reduced proportionately and the number of Warrant Shares remaining to be purchased hereunder will be increased proportionately. Conversely, if at any time
the outstanding shares of Class A Common Stock, Class P Common Stock, Class T Common Stock, and Class V Common Stock are consolidated into a smaller number of shares, then
the Exercise Price will be increased proportionately and the number of Warrant Shares remaining to be purchased hereunder will be reduced proportionately. Each adjustment to the Exercise Price and the
number of Warrant Shares shall be effective on the record date, or if there is no record date, the effective date for such subdivision or consolidation.

4.3Consolidation, Merger or Sale of Assets. If the Company shall at any time (i) consolidate with or merge into
another corporation or other entity or (ii) merge with another corporation or other entity and be the surviving corporation in such merger, and in connection therewith all or part of the
Class A Common Stock shall be changed into or exchanged for securities of any other entity or cash or other property, the Holder of this Warrant will thereafter receive, upon the exercise
hereof in accordance with the terms hereof, the securities, cash or other property to which the holder of the number of shares of Common Stock then deliverable upon the exercise of this Warrant would
have received upon such consolidation or merger, and the Company shall take such steps in connection with such consolidation or merger as may be necessary to assure that the provisions thereof shall
thereafter be applicable, as nearly as reasonably may be, in relation to any securities or property thereafter deliverable upon the exercise of this Warrant. The Company or the successor corporation,
as the case may be, shall execute and deliver to the Holder a supplemental Warrant so providing. A sale of all or substantially all the assets of the Company for a consideration (apart from the
assumption of obligations) consisting primarily of securities shall be deemed a consolidation or merger for the foregoing purposes. The provisions of this Section 4.3 similarly shall apply to
successive mergers or consolidations or sales or other transfers.

4.4Dividends.



Ex. B-4

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4.5Notices. When any adjustments are required to be made under this Section 4, the Company shall as promptly as
practicable (i) determine such adjustments, (ii) prepare a statement describing in reasonable detail the method used in arriving at the adjustment and setting forth the calculation
thereof; and (iii) cause a copy of such statement to be mailed to the Holder.

4.6Computations and Adjustments. Upon each computation of an adjustment under this Section 4, the Exercise Price
shall be computed to the nearest 1/1000 cent and thenumber of Warrant Shares shall be calculated to the nearest whole share (i.e., fractions of less than one-half shall be disregarded and
fractions of one-half or greater shall be treated as being the next greater integer). However, the fractional amount shall be used in calculating any future adjustments.

Section 5.Securities Laws.The Holder of this Warrant, by acceptance hereof,
acknowledges that this Warrant and the Warrant Shares which may be issued pursuant thereto have not been registered under the Securities Act, or applicable state securities laws. The Holder of this
Warrant, by acceptance hereof, represents that it is fully informed as to the applicable limitations upon any distribution or resale of the Warrant Shares under the Securities Act or any applicable
state securities laws and agrees

Ex. B-5

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not to distribute or resell any Warrant Shares if such distribution or resale would constitute a violation of the Securities Act or any applicable state securities laws or would cause the issuance by
the Company of the Warrant or the Warrant Shares to be in violation of the Securities Act or any applicable state securities laws. The Holder agrees that all certificates representing Warrant Shares
will carry an appropriate legend substantially in the form of the first legend contained on the first page hereof. Any exercise hereof by the Holder shall constitute a representation by the Holder
that the Warrant Shares are not being acquired with the view to, or for resale in connection with, any distribution or public offering thereof in violation of the Securities Act or applicable state
securities laws.

Section 6.No Voting Rights.This Warrant shall not entitle the holder hereof
to any
voting rights or other rights as a stockholder of the Company.

Section 7.Reservation of Warrant Shares.The Company has reserved and will
keep
available, out of the authorized and unissued shares of Common Stock, the full number of shares sufficient to provide for the exercise of the rights of purchase represented by this Warrant. Upon
issuance and delivery against payment pursuant to the terms of this Warrant, all Warrant Shares will be validly issued, fully paid and nonassessable.

Section 8.Loss, Destruction of Warrant.Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of any Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity satisfactory to the
Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new
Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Common Stock.

Section 9.Miscellaneous Provisions.

9.1Amendments. The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with
the written consent of the Holder and the Company. If at any time this Warrant is split into multiple Warrants, any consent to be given by the Holder with respect to any amendment hereto shall be made
by the Holders of Warrants exercisable for a majority of the unissued Warrant Shares, provided that no amendment may change the number of Warrant Shares or the Exercise Price without the written
consent of the Holders of all of the Warrants.

9.2Jurisdiction; Venue; Service of Process. The Company and the Holder each 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 Warrant 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 its agent to receive on behalf of it and 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 9.3. 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.

Ex. B-6

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9.3Notices. 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 acknowledgement 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 follows:



or
to such other addresses as may be specified by like notice to the other parties.

Ex. B-7

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its President or a Vice President.

|Dated: |  |                               |  |                                
|------ |  | ----------------------------- |  | -------------------------------
|       |  | UNIVISION COMMUNICATIONS INC.
|       |  | By:                           |  |                                
|       |  |                               |  |                                
|       |  |                               |  | Name: C. Douglas Kranwinkle    
|       |  |                               |  | Title: Executive Vice President

Ex. B-8

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EXHIBIT A  CASHLESS EXERCISE FORM

The undersigned Holder exercises the right to
purchase                        Warrant Shares, evidenced by the enclosed Warrant and requests that the Company exchange
the Warrant for Warrant Shares as provided inSection 2.2of the Warrant. Certificate(s) for such shares are to be issued and delivered as set
forth below.

|Dated: |  |        |  | 
|------ |  | ------ |  | 
|       |  | Holder
|       |  | By:    |  | 
|       |  |        |  | 
|       |  | Its:   |  | 
|       |  |        |  | 

|                                                                                                                                                                                |  |                |  |                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- |  | --------------------------------------
|Name to appear on
the stock certificate:                                                                                                                                        |  |               
|                                                                                                                                                                                |  | (Please Print) |  |                                       
|Address:                                                                                                                                                                        |  |                |  | Employer Identification Number, Social
|                                                                                                                                                                                |  |                |  | Security Number or other identifying  
|                                                                                                                                                                                |  |                |  | number:                               
|                                                                                                                                                                                |  |                |  |                                       
|If the foregoing exercise is not for all of the Warrant Shares purchasable under the Warrant, please register and deliver a new Warrant for the unexercised portion as follows:
|Name:                                                                                                                                                                           |  |                |  |                                       
|                                                                                                                                                                                |  | (Please Print) |  |                                       
|Address:                                                                                                                                                                        |  |                |  | Employer Identification Number, Social
|                                                                                                                                                                                |  |                |  | Security Number or other identifying  
|                                                                                                                                                                                |  |                |  | number:                               
|                                                                                                                                                                                |  |                |  |                                       

|                                                                                                          |  |  |  | 
|--------------------------------------------------------------------------------------------------------- |  |  |  | 
|Calculation of Cashless Exercise:                                                                         |  | 
|A = Current Market Price:                                                                                 |  |  |  | 
|                                                                                                          |  |  |  | 
|B = Exercise Price:                                                                                       |  |  |  | 
|                                                                                                          |  |  |  | 
|X = Number of shares of Common Stock to be issued for each right to purchase one Warrant Share exchanged:
|A-B ()                                                                                                   
|1 ×  = X
()                                                                                              
|A ()                                                                                                     
|Total number of Warrant Shares issuable:                                                                 
|Total number of Warrant Shares to be issued:                                                             

Ex. B-9

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