Exhibit
10.19


UNIVISION
COMMUNICATIONS INC.

1999 Avenue of the Stars, Suite 3050

Los Angeles, CA 90067


August 7, 2006


Messrs. Robert V. Cahill and John G. Perenchio

1999 Avenue of the Stars, Suite 3050

Los Angeles, CA 90067


Re:  Resale Registration


Dear Messrs. Cahill and Perenchio:


This letter agreement sets forth the terms of
indemnification, contribution and payment of expenses as agreed upon between
Univision Communications Inc. (the “Company”) and each of you (collectively,
the “Holders”) in connection with the resale distribution of up to 1,804,000
shares of Class A Common Stock (the “Securities”) of the Company by the
Holders.


In consideration for the Holders agreeing to an
orderly distribution of the Securities through a sale of the Securities pursuant
to a registered offering and the Company agreeing to file a registration
statement for such resale (as amended and supplemented by any post-effective
amendment, the “Registration Statement”), the parties agree as follows:


1.  Indemnification
by the Company


The Company agrees to indemnify and hold harmless the
Holders from and against any and all losses, claims, damages and liabilities
(including any investigation, legal or other expenses (“Loss” or “Losses”)
reasonably incurred in connection with, and any amount paid in settlement of,
any action, suit or proceeding or any claim asserted) to which the Holders may
become subject under the Securities Act of 1933 (as amended, the “Securities
Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such Losses arise out of or are based upon (a) any untrue
statement or alleged untrue statement of a material fact contained in the
Registration Statement, Prospectus (as defined below) or preliminary prospectus
or any amendment or supplement thereto or the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading or (b) any violation by the
Company of the Securities Act or the Exchange Act, or other federal or state
law applicable to the Company and relating to any action or inaction required
of the Company in connection with such registration, and shall reimburse the
Holders for any legal or other expenses incurred by them in connection with
investigating or defending any such Loss; provided, however, that
the Company shall not be liable to the Holders in any such case only to 









 



the extent that any such Loss arises out of or is
based upon any alleged untrue statement or alleged omission made in the
Registration Statement, Prospectus, preliminary prospectus, or amendment or
supplement in reliance upon and in conformity with written information
furnished to the Company by the Holders specifically for use therein.  Such indemnity shall remain in full force and
effect regardless of any investigation made by or on behalf of the Holders and
shall survive the transfer of the Securities by the Holders.  As used in this letter agreement, “Prospectus”
means the prospectus included in the Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Securities covered by the Registration Statement
and by all other amendments and supplements to the prospectus, including
post-effective amendments and all material incorporated by reference in such
Prospectus.  The Company will also
indemnify underwriters, selling brokers, dealer managers and similar securities
industry professionals participating in the distribution, their officers and
directors and each Person who controls such Persons (within the meaning of
Section 15 of the Securities Act) to the same extent customarily requested by
such Persons in similar circumstances.


2.  Indemnification
by the Holders


If the Holders sell the Securities under the
Prospectus, then the Holders agree to indemnify and hold harmless the Company,
its directors and each officer (other than an officer or director who is a
Holder) who signed such Registration Statement and each Person (defined as any
corporation, association, trust, partnership, joint venture, organization,
business, individual, government or political subdivision thereof or
governmental body) who controls the Company (within the meaning of
Section 15 of the Securities Act) (each, a “Controlling Person”) under the
same circumstances as the foregoing indemnity from the Company to the Holders
to the extent, but only to the extent, that such Losses arise out of or are
based upon any untrue statement of a material fact or omission of a material
fact that was made in the Registration Statement,  Prospectus, or any amendment or supplement
thereto, in reliance upon and in conformity with written information relating
to the Holders furnished to the Company by the Holders expressly for use
therein.  In no event shall the aggregate
liability of the Holders exceed the amount of the net proceeds received by
the Holders upon the sale of the Securities giving rise to such indemnification
obligation.  Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf
of the Company or such officer, director, employee or Controlling Person, and
shall survive the transfer of the Securities by the Holders.  The Company and the Holders shall be entitled
to receive indemnities from underwriters, selling brokers, dealer managers and
similar securities industry professionals participating in the distribution, to
the same extent as customarily furnished by such Persons in similar
circumstances.


3.  Contribution


If the indemnification provided for in Sections 1 or 2
is unavailable to an indemnified party or is insufficient to hold such
indemnified party harmless for any Losses in respect of which Sections 1 or 2
would otherwise apply by its terms (other than by reason of exceptions provided
in Sections 1 or 2), then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and several obligation
to contribute to the amount paid or payable by such indemnified party as a
result of such Losses, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party, on the one hand, and such 



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indemnified party, on the other hand, in connection
with the actions, statements or omissions that resulted in such Losses as well
as any other relevant equitable considerations. 
The relative fault of such indemnifying party, on the one hand, and
indemnified party, on the other hand, shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, has been taken or made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent any such action, statement or omission. 
The amount paid or payable by a party as a result of any Losses shall be
deemed to include any legal or other fees or expenses incurred by such party in
connection with any investigation or proceeding, to the extent such party would
have been indemnified for such expenses if the indemnification provided for in
Sections 1 or 2 was available to such party.


4.  Registration
Expenses


Except as provided in the next to last sentence of
this Section 4, all expenses incident to the Company’s performance of or
compliance with this Agreement, including without limitation all registration
and filing fees, fees and expenses of compliance with securities or blue sky
laws, printing expenses, messenger expenses, telephone and delivery expenses,
and fees and disbursements of Company counsel and of independent certified
public accountants of the Company (including the expenses of any special audit
required by or incident to such performance), shall be borne by the
Company.  The Company will also pay its
internal expenses, the expense of any annual audit and the fees and expenses of
any Person retained by the Company.  In
addition, the Company agrees to pay all reasonable fees and disbursements of
one counsel to the Holders. 
Notwithstanding the foregoing, all underwriting fees and commissions
with respect to an underwritten offering, and transfer taxes, if any, shall be
borne by the Holder selling Securities in such underwritten offering.


[signature page to
follow]



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To express your
agreement with the terms discussed herein, please sign this letter agreement,
retain a fully executed copy in your file, and return the fully executed
original to us.


	
  

  	
  Very sincerely yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  UNIVISION COMMUNICATIONS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ C. Douglas Kranwinkle

  
	
   

  	
  Name:

  	
  C. Douglas Kranwinkle

  
	
   

  	
  Title:

  	
  Executive Vice President and General Counsel

  
				



 


ACCEPTED AND AGREED, as
of the date first above written:


	
  By:

  	
   

  	
  /s/ Robert V. Cahill

  	
   

  
	
  Name:

  	
  Robert V. Cahill

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  /s/ John G. Perenchio

  	
   

  
	
  Name:

  	
  John G. Perenchio

  	
   

  



 



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