Exhibit 10.9


FIRST
AMENDMENT TO CREDIT AGREEMENT


This
FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into
as of August 24, 2006 among UNIVISION
COMMUNICATIONS INC., a Delaware corporation (the “Company”), UNIVISION
OF PUERTO RICO INC., a Delaware corporation (the “Subsidiary Borrower”,
together with the Company, the “Borrowers” and each a “Borrower”),
the Guarantors, the Lenders and BANK OF AMERICA, N.A., as Administrative Agent
(the “Administrative Agent”).  Capitalized
terms used herein and not otherwise defined shall have the meanings set forth
in the Credit Agreement (as defined below).


RECITALS


WHEREAS,
the Borrowers, the Guarantors, the Lenders and the Administrative Agent are
parties to that certain Credit Agreement dated as of March 17, 2006 (the “Credit
Agreement”);


WHEREAS,
the Borrowers are requesting that the Lenders modify certain provisions of the
Credit Agreement; and


WHEREAS,
the Administrative Agent and the Lenders have agreed to amend certain terms of
the Credit Agreement on the terms, and subject to the conditions, set forth
below.


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


AGREEMENT


1.                                       Amendments
to Section 1.01 of the Credit Agreement.


(a)                                  The
following definition is added to Section 1.01 of the Credit Agreement:


“Transaction
Termination Date” means the earlier of (a) the termination of the Agreement
and Plan of Merger, dated as of June 26, 2006, by and among the Company,
Umbrella Holdings, LLC, and Umbrella Acquisition, Inc. and (b) August 31, 2007.


(b)                                 The
definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is
hereby amended to read as follows:










 



 


“Applicable
Rate” means


(a)                                  from
August 7, 2006 through the Transaction Termination Date, the following
percentages per annum, based upon the Consolidated Leverage Ratio as set forth
in the most recent Compliance Certificate received by the Administrative Agent
pursuant to Section 7.02(b):




	
  Pricing

  Tier

  	
   

  	
  Consolidated

  Leverage Ratio

  	
   

  	
  Facility Fee

  	
   

  	
  Utilization Fee

  	
   

  	
  Eurodollar Rate

  Loans

  	
   

  	
  Letters of Credit

  Fee

  	
   

  
	
  1

  	
   

  	
  <
  2.0:1.0

  	
   

  	
  0.080

  	
  %

  	
  0.100

  	
  %

  	
  0.22

  	
  %

  	
  0.22

  	
  %

  
	
  2

  	
   

  	
  >
  2.0:1.0 and < 2.75:1.0

  	
   

  	
  0.100

  	
  %

  	
  0.125

  	
  %

  	
  0.30

  	
  %

  	
  0.30

  	
  %

  
	
  3

  	
   

  	
  >
  2.75:1.0 and < 3.5:1.0

  	
   

  	
  0.125

  	
  %

  	
  0.150

  	
  %

  	
  0.375

  	
  %

  	
  0.375

  	
  %

  
	
  4

  	
   

  	
  >
  3.5:1.0

  	
   

  	
  0.175

  	
  %

  	
  0.150

  	
  %

  	
  0.475

  	
  %

  	
  0.475

  	
  %

  






 


Any increase or decrease in the Applicable Rate
resulting from a change in the Consolidated Leverage Ratio shall become
effective as of the first Business Day immediately following the date a
Compliance Certificate is required to be delivered pursuant to Section 7.02(b);
provided, however, that if such Compliance Certificate is not
delivered when due in accordance with such Section, then Pricing Tier 4 shall
apply as of the first Business Day after the date on which such Compliance
Certificate was required to have been delivered and shall continue to apply
until the first Business Day immediately following the date such Compliance
Certificate is delivered, whereupon the Applicable Rate shall be adjusted based
upon the calculation of the Consolidated Leverage Ratio contained in such
Compliance Certificate.  The Applicable
Rate in effect from August 7, 2006 through the first Business Day immediately
following the date a Compliance Certificate is required to be delivered
pursuant to Section 7.02(b) for the fiscal quarter ending September
30, 2006 shall be determined based upon Pricing Tier 2; or


(b)                                 from
the Closing Date through, but not including, August 7, 2006 and at all times
after the Transaction Termination Date, the following percentages per annum,
based upon the Debt Rating as set forth below:




	
  Pricing

  Tier

  	
   

  	
  Debt Rating

  	
   

  	
  Facility Fee

  	
   

  	
  Utilization Fee

  	
   

  	
  Eurodollar Rate

  Loans

  	
   

  	
  Letters of Credit

  Fee

  	
   

  
	
  1

  	
   

  	
  >
  A- / A3

  	
   

  	
  0.060

  	
  %

  	
  0.075

  	
  %

  	
  0.19

  	
  %

  	
  0.19

  	
  %

  
	
  2

  	
   

  	
  BBB+
  / Baa1

  	
   

  	
  0.080

  	
  %

  	
  0.100

  	
  %

  	
  0.22

  	
  %

  	
  0.22

  	
  %

  
	
  3

  	
   

  	
  BBB
  / Baa2

  	
   

  	
  0.100

  	
  %

  	
  0.125

  	
  %

  	
  0.30

  	
  %

  	
  0.30

  	
  %

  
	
  4

  	
   

  	
  BBB-
  / Baa3

  	
   

  	
  0.125

  	
  %

  	
  0.150

  	
  %

  	
  0.375

  	
  %

  	
  0.375

  	
  %

  
	
  5

  	
   

  	
  < BBB- / Baa3

  	
   

  	
  0.175

  	
  %

  	
  0.150

  	
  %

  	
  0.475

  	
  %

  	
  0.475

  	
  %

  






 


provided that
(a) if the respective Debt Ratings is issued by the foregoing rating agencies
differ by one level, then the Pricing Tier for the higher of such Debt Ratings
shall apply (with the Debt Rating for Pricing Tier 1 being the highest and the
Debt Rating for Pricing Tier 5 being the lowest); (b) if there is a split in
Debt Ratings of more than one level, then the Pricing Tier that is one level
lower than the Pricing Tier of the higher Debt Rating shall apply; (c) if the
Company has only one Debt Rating, the Pricing Tier that is one level lower than
that of such Debt Rating



 2
 






 



 


shall apply; and (d) if the
Company does not have any Debt Rating, Pricing Tier 5 shall apply.  Initially, the Applicable Rate shall be set
at Pricing Tier 3.  Thereafter, each change in the Applicable
Rate resulting from a publicly announced change in the Debt Rating shall be
effective during the period commencing on the date of the public announcement
thereof and ending on the date immediately preceding the effective date of the
next such change.


2.                                       Effectiveness;
Conditions Precedent.  This Amendment
shall become effective upon receipt by the Administrative Agent of the
following:


(a)                                  copies
of this Amendment duly executed by the Loan Parties and the Lenders; and


(b)                                 the
payment of expenses, including without limitation reasonable attorneys’ fees,
incurred in connection with the preparation of this Amendment, and the payment
of all other fees and expenses that may be owing from the Company to the
Administrative Agent to the extent reflected in a statement rendered to the
Company at least one Business Day prior to the date of this Amendment.


3.                                       Ratification
of Credit Agreement.  The term “Credit
Agreement” as used in each of the Loan Documents shall hereafter mean the
Credit Agreement as amended and modified by this Amendment.  Except as herein specifically agreed, the
Credit Agreement, as amended by this Amendment, is hereby ratified and
confirmed and shall remain in full force and effect according to its
terms.  The Loan Parties acknowledge and
consent to the modifications set forth herein and agree that this Amendment
does not impair, reduce or limit any of their obligations under the Loan
Documents (including, without limitation, the indemnity obligations set forth
therein) and that, after the date hereof, this Amendment shall constitute a
Loan Document.  Notwithstanding anything
herein to the contrary and without limiting the foregoing, each of the
Guarantors reaffirm their guaranty obligations set forth in the Loan Agreement.


4.                                       Authority/Enforceability.  Each of the Loan Parties represents and
warrants as follows:


(a)                                  It
has taken all necessary action to authorize the execution, delivery and
performance of this Amendment.


(b)                                 This
Amendment has been duly executed and delivered by such Person and constitutes
such Person’s legal, valid and binding obligation, enforceable in accordance
with its terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors’
rights generally or by equitable principles relating to enforceability.


(c)                                  No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or Governmental Authority or third party is
required in connection with the execution, delivery or performance by such
Person of this Amendment.


(d)                                 The
execution and delivery of this Amendment does not (i) violate, contravene or
conflict with any provision of its Organization Documents or (ii) materially
violate, contravene or conflict with any Laws applicable to it.


5.                                       Representations.  The Loan Parties represent and warrant to the
Lenders that the representations and warranties of the Loan Parties set forth
in Article VI of the Credit Agreement are true



 3
 






 



 


and correct in all
material respects as of the date hereof except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true and correct in all material respects on and as of such
earlier date.


6.                                       Counterparts/Telecopy/Electronic
Mail.  This Amendment may be executed
in any number of counterparts, each of which when so executed and delivered
shall be an original, but all of which shall constitute one and the same
instrument.  Delivery of executed
counterparts of this Amendment by telecopy or electronic mail shall be
effective as an original and shall constitute a representation that an original
shall be delivered promptly upon request.


7.                                       GOVERNING LAW.  THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


[remainder of page
intentionally left blank]



 4















 


IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to be duly executed and delivered and this Amendment shall be
effective as of the date first above written.


	
  BORROWERS:

  	
  UNIVISION COMMUNICATIONS INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
  Senior Executive
  Vice President, CFO and CSO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNIVISION OF PUERTO RICO INC.,

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
  GUARANTORS:

  	
  THE UNIVISION NETWORK LIMITED

  PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision Communications Inc., general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W. Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Senior Executive Vice President,

  
	
   

  	
   

  	
   

  	
  CFO and CSO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNIVISION EV-HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
										



 


UNIVISION
COMMUNICATIONS INC.

FIRST AMENDMENT










 



 


	
  

  	
  HPN NUMBERS,
  INC.

  
	
   

  	
  GALAVISION, INC.

  
	
   

  	
  TELEFUTURA
  NETWORK

  
	
   

  	
  TELEFUTURA OF
  SAN FRANCISCO, INC.

  
	
   

  	
  TELEFUTURA ORLANDO,
  INC.

  
	
   

  	
  TELEFUTURA
  TELEVISION GROUP, INC.

  
	
   

  	
  UNIVISION
  INVESTMENTS, INC.

  
	
   

  	
  UNIVISION
  MANAGEMENT CO.

  
	
   

  	
  UNIVISION MUSIC,
  INC.

  
	
   

  	
  UNIVISION OF
  ATLANTA INC.

  
	
   

  	
  UNIVISION OF NEW
  JERSEY INC.

  
	
   

  	
  UNIVISION OF
  RALEIGH, INC.

  
	
   

  	
  UNIVISION
  TELEVISION GROUP, INC.

  
	
   

  	
  FONOHITS MUSIC
  PUBLISHING, INC.

  
	
   

  	
  FONOMUSIC, INC.

  
	
   

  	
  FONOVISA, INC.

  
	
   

  	
  PTI HOLDINGS,
  INC.

  
	
   

  	
  SUNSHINE
  ACQUISITION CORP.

  
	
   

  	
  UNIVISION
  ONLINE, INC.

  
	
   

  	
  EL TRATO, INC.

  
	
   

  	
  UNIVISION HOME
  ENTERTAINMENT, INC.

  
	
   

  	
  WURZBURG, INC.

  
	
   

  	
  UNIVISION PUERTO
  RICO STATION ACQUISITION COMPANY

  
	
   

  	
  UNIVISION PUERTO
  RICO STATION OPERATING COMPANY

  
	
   

  	
  UNIVISION PUERTO
  RICO STATION PRODUCTION COMPANY

  
	
   

  	
  UNIVISION RADIO ILLINOIS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice President,

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer and Treasurer

  











 



 


	
  

  	
  KCYT-FM LICENSE CORP.

  
	
   

  	
  KECS-FM LICENSE
  CORP.

  
	
   

  	
  KESS-AM LICENSE
  CORP.

  
	
   

  	
  KESS-TV LICENSE
  CORP.

  
	
   

  	
  KHCK-FM LICENSE
  CORP.

  
	
   

  	
  KICI-AM LICENSE
  CORP.

  
	
   

  	
  KICI-FM LICENSE
  CORP.

  
	
   

  	
  KLSQ-AM LICENSE
  CORP.

  
	
   

  	
  KLVE-FM LICENSE
  CORP.

  
	
   

  	
  KMRT-AM LICENSE
  CORP.

  
	
   

  	
  KTNQ-AM LICENSE
  CORP.

  
	
   

  	
  LICENSE CORP.
  NO. 1

  
	
   

  	
  LICENSE CORP.
  NO. 2

  
	
   

  	
  MI CASA
  PUBLICATIONS, INC.

  
	
   

  	
  SERVICIO DE
  INFORMACION PROGRAMATIVA, INC.

  
	
   

  	
  SPANISH
  COAST-TO-COAST LTD.

  
	
   

  	
  TC TELEVISION,
  INC.

  
	
   

  	
  TICHENOR LICENSE
  CORP.

  
	
   

  	
  UNIVISION RADIO
  SAN FRANCISCO, INC.

  
	
   

  	
  TMS LICENSE
  CALIFORNIA, INC.

  
	
   

  	
  WADO-AM LICENSE
  CORP.

  
	
   

  	
  WADO RADIO, INC.

  
	
   

  	
  WLXX-AM LICENSE
  CORP.

  
	
   

  	
  WPAT-AM LICENSE
  CORP.

  
	
   

  	
  WQBA-AM LICENSE
  CORP.

  
	
   

  	
  WQBA-FM LICENSE
  CORP.

  
	
   

  	
  UNIVISION RADIO
  CORPORATE SALES, INC.

  
	
   

  	
  UNIVISION RADIO
  FRESNO, INC.

  
	
   

  	
  UNIVISION RADIO
  GP, INC.

  
	
   

  	
  UNIVISION RADIO
  HOUSTON LICENSE CORPORATION

  
	
   

  	
  UNIVISION RADIO
  INVESTMENTS, INC.

  
	
   

  	
  UNIVISION RADIO
  LAS VEGAS, INC.

  
	
   

  	
  UNIVISION RADIO
  LICENSE CORPORATION

  
	
   

  	
  UNIVISION RADIO
  LOS ANGELES, INC.

  
	
   

  	
  UNIVISION RADIO
  MANAGEMENT COMPANY, INC.

  
	
   

  	
  UNIVISION RADIO
  NEW MEXICO, INC.

  
	
   

  	
  UNIVISION RADIO
  NEW YORK, INC.

  
	
   

  	
  UNIVISION RADIO
  PHOENIX, INC.

  
	
   

  	
  UNIVISION RADIO
  PUERTO RICO, INC.

  
	
   

  	
  UNIVISION RADIO
  SACRAMENTO, INC.

  
	
   

  	
  UNIVISION RADIO
  SAN DIEGO, INC.

  
	
   

  	
  UNIVISION RADIO
  TOWER COMPANY, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
  Executive Vice President and Treasurer

  











 



 


	
  

  	
  UNIVISION RADIO,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HBCi, LLC

  
	
   

  	
  UNIVISION RADIO
  FLORIDA, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision Radio, Inc., manager

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew W. Hobson

  	
   

  
	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TELEFUTURA SAN
  FRANCISCO LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Telefutura of San Francisco, Inc., member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNIVISION NEW
  YORK LLC

  
	
   

  	
  UNIVISION
  PHILADELPHIA LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision of New Jersey Inc., member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
										











 



 


	
  

  	
  STATION WORKS,
  LLC

  
	
   

  	
  TELEFUTURA
  ALBUQUERQUE LLC

  
	
   

  	
  TELEFUTURA
  BAKERSFIELD LLC

  
	
   

  	
  TELEFUTURA
  BOSTON LLC

  
	
   

  	
  TELEFUTURA
  CHICAGO LLC

  
	
   

  	
  TELEFUTURA D.C.
  LLC

  
	
   

  	
  TELEFUTURA
  DALLAS LLC

  
	
   

  	
  TELEFUTURA
  FRESNO LLC

  
	
   

  	
  TELEFUTURA
  HOUSTON LLC

  
	
   

  	
  TELEFUTURA LOS
  ANGELES LLC

  
	
   

  	
  TELEFUTURA MIAMI
  LLC

  
	
   

  	
  TELEFUTURA
  SACRAMENTO LLC

  
	
   

  	
  TELEFUTURA
  SOUTHWEST LLC

  
	
   

  	
  TELEFUTURA TAMPA
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Telefutura Television Group, Inc., member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  TELEFUTURA
  PARTNERSHIP OF DOUGLAS

  
	
   

  	
  TELEFUTURA
  PARTNERSHIP OF FLAGSTAFF

  
	
   

  	
  TELEFUTURA
  PARTNERSHIP OF FLORESVILLE

  
	
   

  	
  TELEFUTURA
  PARTNERSHIP OF PHOENIX

  
	
   

  	
  TELEFUTURA
  PARTNERSHIP OF SAN ANTONIO

  
	
   

  	
  TELEFUTURA
  PARTNERSHIP OF TUCSON

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Telefutura Television Group, Inc., general

  partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  UNIVISION MUSIC LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision Music, Inc., managing member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
								











 



 


	
  

  	
  UNIVISION ATLANTA LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision of Atlanta Inc., member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  WUVC LICENSE PARTNERSHIP G.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision of Raleigh, Inc., general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  KAKW LICENSE
  PARTNERSHIP, L.P.

  
	
   

  	
  UVN TEXAS L.P.

  
	
   

  	
  KDTV LICENSE
  PARTNERSHIP, G.P.

  
	
   

  	
  KFTV LICENSE
  PARTNERSHIP, G.P.

  
	
   

  	
  KMEX LICENSE
  PARTNERSHIP, G.P.

  
	
   

  	
  KTVW LICENSE
  PARTNERSHIP, G.P.

  
	
   

  	
  KUVI LICENSE
  PARTNERSHIP, G.P.

  
	
   

  	
  KUVN LICENSE
  PARTNERSHIP, L.P.

  
	
   

  	
  KUVS LICENSE
  PARTNERSHIP, G.P.

  
	
   

  	
  KWEX LICENSE
  PARTNERSHIP, L.P.

  
	
   

  	
  KXLN LICENSE
  PARTNERSHIP, L.P.

  
	
   

  	
  WGBO LICENSE
  PARTNERSHIP, G.P.

  
	
   

  	
  WLTV LICENSE PARTNERSHIP,
  G.P.

  
	
   

  	
  WXTV LICENSE
  PARTNERSHIP, G.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision Television Group, Inc., general

  partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  WLII/WSUR LICENSE PARTNERSHIP, G.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision of Puerto Rico Inc., general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
									











 



 


	
  

  	
  UNIVISION RADIO
  BROADCASTING PUERTO RICO, L.P.

  
	
   

  	
  UNIVISION RADIO
  BROADCASTING TEXAS, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision Radio GP, Inc., general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNIVISION CLEVELAND LLC

  
	
   

  	
  UNIVISION TEXAS STATIONS LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Univision Television Group, Inc., member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Executive Vice
  President,

  
	
   

  	
   

  	
   

  	
  Chief Financial
  Officer and Treasurer

  
	
   

  	
   

  
	
   

  	
  UNIVISION NETWORK PUERTO RICO PRODUCTION LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  The Univision Network Limited Partnership, member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Univision Communications, Inc., general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
   

  	
  Senior Executive
  Vice President,

  
	
   

  	
   

  	
   

  	
  CFO and CSO

  
	
   

  	
   

  
	
   

  	
  UNIVISION
  CONSUMER PRODUCTS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew W.
  Hobson

  	
   

  
	
   

  	
   

  	
  Andrew W. Hobson

  
	
   

  	
   

  	
  Executive Vice President,

  
	
   

  	
   

  	
  Chief Financial Officer and Treasurer

  
											











 



 


	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Maurice E.
  Washington

  	
   

  
	
   

  	
  Name: Maurice E.
  Washington

  
	
   

  	
  Title: Assistant
  Vice President

  
	
   

  	
   

  
	
  LENDERS:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender and
  L/C Issuer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher
  T. Ray

  	
   

  
	
   

  	
  Name:
  Christopher T. Ray

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CITICORP USA,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Sean
  Klimchalk

  	
   

  
	
   

  	
  Name: Sean
  Klimchalk

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BNP PARIBAS,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Susan M.
  Bowes

  	
   

  
	
   

  	
  Name: Susan M.
  Bowes

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kristine E.
  Lapic

  	
   

  
	
   

  	
  Name: Kristine
  E. Lapic

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
  UBS LOAN FINANCE
  LLC,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard L.
  Tavrow

  	
   

  
	
   

  	
  Name: Richard L.
  Tavrow

  
	
   

  	
  Title: Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Otsa

  	
   

  
	
   

  	
  Name: Irja R.
  Otsa

  
	
   

  	
  Title: Associate
  Director

  
													











 



 


	
  

  	
  MIZUHO CORPORATE
  BANK, LTD.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Leon Mo

  	
   

  
	
   

  	
  Name: Leon Mo

  
	
   

  	
  Title: Senior
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  UNION BANK OF
  CALIFORNIA, N.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Matthew H.
  Heming

  	
   

  
	
   

  	
  Name: Matthew H.
  Heming

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW
  YORK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John E.
  Foote

  	
   

  
	
   

  	
  Name: John E.
  Foote

  
	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF CHINA,

  
	
   

  	
  NEW YORK BRANCH,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William
  Warren Smith

  	
   

  
	
   

  	
  Name: William
  Warren Smith

  
	
   

  	
  Title: Chief
  Lending Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANCO BILBAO
  VIZCAYA

  
	
   

  	
  ARGENTARIA S.A.,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hector O.
  Villegas

  	
   

  
	
   

  	
  Name: Hector O.
  Villegas

  
	
   

  	
  Title: Vice
  President, Global Corporate Banking

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Martini

  	
   

  
	
   

  	
  Name: John
  Martini

  
	
   

  	
  Title: Vice
  President, Corporate Banking

  
											











 



 


	
  

  	
  SUMITOMO MITSUI
  BANKING CORPORATION,

  NEW YORK,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shigeru
  Tsuru

  	
   

  
	
   

  	
  Name: Shigeru
  Tsuru

  
	
   

  	
  Title: Joint
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CHANG HWA
  COMMERCIAL BANK, LTD.,

  
	
   

  	
  NEW YORK BRANCH,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kang Yang

  	
   

  
	
   

  	
  Name: Kang Yang

  
	
   

  	
  Title: AVP &
  AGM

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  E. SUN
  COMMERCIAL BANK LTD.,

  
	
   

  	
  LOS ANGELES
  BRANCH,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Benjamin Lin

  	
   

  
	
   

  	
  Name: Benjamin
  Lin

  
	
   

  	
  Title: EVP &
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF
  COMMUNICATIONS,

  
	
   

  	
  NEW YORK BRANCH,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Shelley He

  	
   

  
	
   

  	
  Name: Shelley He

  
	
   

  	
  Title: Deputy
  General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  U.S. BANK,
  NATIONAL ASSOCIATION,

  
	
   

  	
  as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas G.
  Gunder

  	
   

  
	
   

  	
  Name: Thomas G.
  Gunder

  
	
   

  	
  Title: SVP