S-4

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As filed with the Securities and Exchange Commission on October 11, 2001

Registration No. 333-        

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 020549

FORM S-4
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933

UNIVISION COMMUNICATIONS INC.
(Exact name of registrant as specified in its charter)

DELAWARE	4833	95-4398884
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

(For Co-Registrants, please see "Table of Co-Registrants" on the following page)

1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
(310) 556-7676

(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Office)

ROBERT V. CAHILL, ESQ.
UNIVISION COMMUNICATIONS INC.
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
(310) 556-7676

(Name, Address, Including Zip Code, and Telephone Number of Agent for Service for Registrant)

COPIES TO:

C. DOUGLAS KRANWINKLE, ESQ.
UNIVISION COMMUNICATIONS INC.
1999 AVENUE OF THE STARS, SUITE 3050
LOS ANGELES, CALIFORNIA 90067
(310) 556-7676 ALLISON KELLER, ESQ.
O'MELVENY & MYERS LLP
1999 AVENUE OF THE STARS, SUITE 700
LOS ANGELES, CALIFORNIA 90067
(310) 553-6700

Approximate Date of Commencement of Proposed Sale to the Public:
As soon as practicable after this Registration Statement becomes effective.

   If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. / /

   If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

   If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / /

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee(1)
7.85% Senior Notes due 2011	$500,000,000	99.824%	$499,120,000	$124,780
Guarantees constituting guarantees of the Notes by the Guarantors	*	*	*	*

(1)

Estimated solely for the purpose of determining the registration fee in accordance with Rule 457(f) of the Securities Act of 1933, as amended.

*

No separate consideration will be received for the Guarantees.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8 of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8, may determine.

TABLE OF CO-REGISTRANTS

Exact name of Co-Registrant as specified in its charter	Primary Standard Industrial Classification No.	I.R.S. Identification Number
Sunshine Acquisition Corp.	4833	954365851
Sunshine Acquisition L.P.	4833	954399747
The Univision Network Limited Partnership	4833	954399333
PTI Holdings, Inc.	4833	954398881
Univision Television Group, Inc.	4833	954398877
KWEX License Partnership, G.P.	4833	N/A
KUVN License Partnership, G.P.	4833	N/A
KMEX License Partnership, G.P.	4833	N/A
KDTV License Partnership, G.P.	4833	N/A
KFTV License Partnership, G.P.	4833	N/A
KTVW License Partnership, G.P.	4833	N/A
KXLN License Partnership, G.P.	4833	N/A
WGBO License Partnership, G.P.	4833	N/A
WXTV License Partnership, G.P.	4833	N/A
WLTV License Partnership, G.P.	4833	N/A
KUVS License Partnership, G.P.	4833	N/A
KUVI License Partnership, G.P.	4833	N/A
Galavision, Inc.	4841	954596951
Univision-EV Holdings, LLC	4833	943355929
Univision Online, Inc.	7389	134078167
Univision Music, Inc.	3652	954853455
Telefutura	4833	954862792
Univision of Dallas Inc.	4833	N/A
Univision of Atlanta Inc.	4833	N/A
Univision of Hollywood, Florida Inc.	4833	N/A
Univision Spanish Media Inc.	4833	N/A
Station Works, LLC	4833	330975456
Univision Partnership of Dallas	4833	N/A
Univision Partnership of Atlanta	4833	N/A
Univision Partnership of Hollywood, Florida	4833	N/A
Univision of Puerto Rico Inc.	4833	N/A
Univision of New Jersey Inc.	4833	N/A
Univision Partnership of New Jersey	4833	N/A

The address, including zip code, and telephone number, including area code, of each of the Co-Registrant's Principal Executive Offices is c/o Univision Communications Inc., 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067, (310) 556-7676.

The name, address, including zip code, and telephone number, including area code, of Agent For Service for each of the Co-Registrants is Robert V. Cahill, Esq., c/o Univision Communications Inc., 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067, (310) 556-7676.

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SUBJECT TO COMPLETION, PRELIMINARY PROSPECTUS DATED OCTOBER 11, 2001.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

P R O S P E C T U S

UNIVISION COMMUNICATIONS INC.

Offer to exchange all of our outstanding
$500,000,000 7.85% Senior Notes due 2011
for
$500,000,000 7.85% Senior Notes due 2011
that have been registered under the Securities Act of 1933

PAYMENT OF PRINCIPAL, PREMIUM, IF ANY,
AND INTEREST ON THE NEW 7.85% SENIOR NOTES DUE 2011 IS
UNCONDITIONALLY GUARANTEED
BY
ALL OF OUR CURRENT AND FUTURE SUBSIDIARIES THAT GUARANTEE OUR CREDIT FACILITY

    Univision Communications Inc. (the "Company" or "Univision," which may be referred to with it subsidiaries, unless stated otherwise or the context otherwise requires, as "we," "us," or "our") hereby offers, upon the terms and subject to the conditions set forth in this prospectus and the accompanying letter of transmittal (which together constitute the "exchange offer"), to exchange up to $500,000,000 aggregate principal amount of our new 7.85% Senior Notes due 2011 (the "new Notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal amount of our outstanding 7.85% Senior Notes due 2011 (the "old Notes" and collectively with the new Notes, the "Notes"), which have not been registered. The terms of the new Notes are identical in all material respects to the old Notes except for the absence of certain transfer restrictions relating to the old Notes. The new Notes will evidence the same indebtedness as the old Notes, and will be issued pursuant to, and entitled to the benefits of, the same Indenture that governs the old Notes.

    We will accept for exchange any and all old Notes validly tendered and not withdrawn before 5:00 p.m., New York City time, on            , 2001 unless extended. The exchange offer is not conditioned upon any principal amount of the old Notes being tendered for exchange pursuant to the exchange offer. The exchange offer is subject to certain other customary conditions. See "The Exchange Offer—Conditions of the Exchange Offer." We will not receive any proceeds from the exchange offer.

    We do not intend to apply for listing the new Notes on any securities exchange or for inclusion of the Notes in any automated quotation system. Therefore no active public market for the new Notes is anticipated. You should carefully review the Risk Factors on page 11 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is            , 2001.

TABLE OF CONTENTS

	Page
WHERE YOU CAN FIND MORE INFORMATION	3
FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE	4
PROSPECTUS SUMMARY	5
RISK FACTORS	11
THE EXCHANGE OFFER	18
RATIO OF EARNINGS TO FIXED CHARGES	26
DESCRIPTION OF NEW NOTES	26
REGISTRATION RIGHTS	42
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS	44
PLAN OF DISTRIBUTION	48
LEGAL MATTERS	49
EXPERTS	49

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WHERE YOU CAN FIND MORE INFORMATION

    We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended. In accordance with the Exchange Act, we file reports, proxy statements and other information with the Securities and Exchange Commission, or the Commission. The reports, proxy statements and other information can be inspected and copied at the public reference facility that the Commission maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the Commission at the principal offices of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. Information about public reference rooms may be obtained by calling the Commission at 1-800-SEC-0330. The Commission also maintains a website that contains these reports and other documents filed by us at http://www.sec.gov.

    Univision's Quarterly Reports on Form 10-Q for the periods ended June 30, 2001 and March 31, 2001, Univision's Annual Report on Form 10-K for the year ended December 31, 2000 and Univision's Current Reports on Form 8-K filed on June 18, 2001 and June 26, 2001, all of which have been previously filed with the Commission, are hereby incorporated by reference into this prospectus.

    All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the exchange offer shall be deemed to be incorporated by reference into this prospectus and to be part of this prospectus from the date of filing thereof.

    We will provide without charge to each person to whom a copy of this prospectus has been delivered, and who makes a written or oral request, a copy of any and all of the documents incorporated by reference in this prospectus (other than exhibits unless such exhibits are specifically incorporated by reference into such documents). Requests should be submitted in writing or by telephone to:

Univision Communications Inc.
Attention: Corporate Secretary
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067
(310) 556-7676.

    If you would like to request documents from us, please do so by            , 2001 to receive them before the exchange offer expires.

    Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or therein, or in any other subsequently filed document that also is or is deemed to be incorporated herein or therein by reference, modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed to constitute a part of this prospectus except as so modified or superseded.

    You should rely only on the information in this prospectus or incorporated by reference in this prospectus. We have not authorized anyone to provide you with different information. We are not making any offer of these debt securities in any state where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front page of this prospectus.

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FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE

    All statements, other than statements of historical fact, contained within this prospectus constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases you can identify forward-looking statements by terms such as "may," "intend," "might," "will," "should," "could," "would," "expect," "believe," "estimate," "potential," "expect," "plan" or the negative of these terms, and similar expressions intended to identify forward-looking statements.

    These forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties. Also, these forward-looking statements present our estimates and assumptions only as of the date of this prospectus. Except for our ongoing obligation to disclose material information as required by federal securities laws, we do not intend to update you concerning any future revisions to any forward-looking statements to reflect events or circumstances occurring after the date of this prospectus.

    Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include, but are not limited to, those described in "Risk Factors" or in the documents incorporated by reference in this prospectus, and the following:

•

changes in general economic conditions and interest rates;



•

cancellations, reductions or delays in purchases of advertising on our networks or stations;



•

a decrease in the supply or quality of programming available to us;



•

an increase in the cost of programming available to us;



•

a decrease in our networks' ratings or audience share;



•

an increase in preference among U.S. Hispanics for English-language television;



•

a decrease in advertising revenue due to programming without advertising as a result of breaking news events;



•

competitive pressures from other television broadcasters and other entertainment and news media;



•

changes in FCC regulations resulting in increased competition or other negative effects;



•

the impact of new technologies;



•

disruption of transmission of our stations' signals due to satellite or other equipment failures;



•

regulatory and other obstacles to making acquisitions; and



•

failure to effectively integrate acquired businesses and assets or to successfully or timely launch our new network.

4

PROSPECTUS SUMMARY

This summary is qualified in its entirety by the detailed information and financial statements appearing elsewhere in this prospectus or incorporated by reference in this prospectus. Certain capitalized terms used herein are defined elsewhere in this prospectus.

Who We Are

    We are a Delaware corporation and our principal executive offices are located at 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067, telephone number (310) 556-7676. For additional information about us, please refer to the documents we have incorporated by reference. See "WHERE YOU CAN FIND MORE INFORMATION."

    We are the leading Spanish-language television broadcaster in the United States. We own 26 full-power and seven low-power television stations. We have the right to acquire five full-power and four low-power stations, and we have an agreement to acquire a construction permit for another full-power station. We also have an approximately 32% interest in Entravision Communications Corporation, a diversified Spanish-language media company that owns and operates the majority of our full-power broadcast affiliates. Through the Univision Network, we reach approximately 95% of all Hispanic households in the United States and, with our equity interest in Entravision, we control or have an equity interest in almost all of our broadcast distribution. Through our programming agreements with Televisa, the world's largest producer of Spanish-language programs, and Venevision, one of Venezuela's leading television networks, as well as our internally produced programming, we believe that we offer our viewers the highest quality Spanish-language television programming available.

The Exchange Offer

    On July 18, 2001, we issued $500,000,000 aggregate principal amount of 7.85% Senior Notes due 2011 to certain initial purchasers in a transaction exempt from the registration requirements of the Securities Act. The terms of the new Notes and the old Notes are substantially identical in all material respects, except that the new Notes will be freely transferable by the holders, except as otherwise provided in this prospectus.

    We are offering to exchange $1,000 principal amount of new Notes for each $1,000 principal amount of old Notes.

    In connection with the sale of the old Notes, we entered into an Exchange and Registration Rights Agreement with the initial purchasers dated as of July 18, 2001 (the "Registration Rights Agreement"), which grants the holders of the old Notes certain exchange and registration rights. The exchange offer is intended to satisfy such exchange rights, which terminate upon the consummation of the exchange offer.

    Based on existing interpretations of the Securities Act by the staff of the SEC's Division of Corporation Finance (the "Staff") set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the new Notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by the holders thereof (other than holders who are broker-dealers) without further compliance with the registration and prospectus delivery provisions of the Securities Act (subject to certain representations required to be made by each holder of the old Notes, as described below). However, any purchaser of the old Notes (A) who is an affiliate of us or the Guarantors, (B) who did not acquire the new Notes to be received in the ordinary course of business or (C) who intends to participate in the exchange offer for the purpose of distributing new Notes, or any broker-dealer who purchased the old Notes to resell pursuant to Rule 144A or any other available exemption under the Securities Act (x) will not be able to rely on the interpretation of the Staff set forth in the above-mentioned no-action letters, (y) will not be entitled to

5

tender its old Notes in the exchange offer and (z) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the old Notes unless such sale or transfer is made pursuant to an exemption from such requirements. We do not intend to seek our own no-action letter, and there can be no assurance that the Staff would make a similar determination with respect to the new Notes as it has in such no-action letters issued to other parties.

    Any holder (other than certain specified holders) who wishes to exchange the old Notes for new Notes in the exchange offer will be required to represent that (i) it is not an affiliate of us or the Guarantors or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (ii) the new Notes to be received by it will be acquired in the ordinary course of its business and (iii) at the time of the exchange offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the new Notes. In addition, in connection with any resales of new Notes, any broker-dealer who acquired the Notes for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes with this prospectus. Under the Registration Rights Agreement, we and the Guarantors are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus in connection with the resale of the new notes.

Expiration Date	The exchange offer will expire at 5:00 p.m., New York City time, on            , 2001, or a later date and time to which we extend it (the "expiration date").
Withdrawal	The tender of the old Notes in the exchange offer may be withdrawn at any time before 5:00 p.m., New York City time, on            , 2001, or a later date and time to which we extend the offer.
Interest on the New Notes and the Old Notes	Interest on the new Notes will accrue from the date of the original issuance of the old Notes or from the date of the last periodic payment of interest on the old Notes, whichever is later. No additional interest will be paid on the old Notes tendered and accepted for exchange. However, old Notes that are not tendered or accepted for exchange will continue to accrue interest.
Conditions to the Exchange Offer	The exchange offer is subject to certain conditions, which we may waive. See "THE EXCHANGE OFFER—Conditions to the Exchange Offer."

6

Procedures for Tendering Old Notes	To accept the exchange offer, you must complete, sign and date a copy of the accompanying letter of transmittal and mail or otherwise deliver it, together with the old Notes and any other required documentation, to the exchange agent at the address set forth in this prospectus. Persons holding the old Notes through The Depository Trust Company ("DTC") and wishing to accept the exchange offer must do so under the DTC's automated tender offer program. Under this program, each tendering participant will agree to be bound by the letter of transmittal.
Special Procedures for Beneficial Owners	Any beneficial owner whose old Notes are beneficially registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact such registered holder promptly and instruct such registered holder to tender on such beneficial owner's behalf. If such beneficial owner wishes to tender on such beneficial owner's own behalf, such owner must, before completing and executing the letter of transmittal and delivering its old Notes, either make appropriate arrangements to register ownership of the old Notes in such owner's name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time.
Guaranteed Delivery Procedures	Holders of old Notes who wish to tender their old Notes and whose old Notes are not immediately available or who cannot deliver their old Notes, the letter of transmittal or any other documents required by the letter of transmittal to the exchange agent (or comply with the procedures for book-entry transfer) before the expiration date must tender their old Notes according to the guaranteed delivery procedures set forth in "THE EXCHANGE OFFER—Guaranteed Delivery Procedures."
Exchange Agent	Our principal exchange agent is The Bank of New York.
Federal Income Tax Considerations	In the opinion of our counsel, the exchange of old Notes for new Notes in the exchange offer will not be a taxable exchange for United States federal income tax purposes.

7

Effect of Not Tendering
Old Notes that are not tendered, or that are tendered but not accepted, will continue to be subject to the existing restrictions on transfer. We will have no further obligation to register the old Notes under the Securities Act. See "THE EXCHANGE OFFER—Consequences Of Failure To Exchange."

The New Notes

    Some of the terms and conditions described below are subject to important limitations and exceptions. The "DESCRIPTION OF NEW NOTES" section of this prospectus beginning on page 26 contains a more detailed description of the terms and conditions of the new Notes.

Issuer	Univision Communications Inc., a Delaware corporation.
Guarantors	All of our current and future subsidiaries that guarantee our credit facility.
Securities Offered	$500,000,000 principal amount of new 7.85% Senior Notes due 2011.
Maturity	July 15, 2011.
Interest Rate	7.85% per annum, calculated using a 360-day year of twelve 30-day months.
Interest Payment Dates	Each January 15 and July 15, commencing January 15, 2002.
Ranking	The new Notes and the guarantees are senior obligations of Univision and the guarantors. Accordingly they will rank:
	(i) equally with all of Univision's and the Guarantors' existing and future senior unsecured obligations; and (ii) ahead of any of Univision's and the Guarantors' future debt that expressly provides that they are subordinated to the Notes or the guarantees. As of June 30, 2001, we had approximately $951,000,000 of debt outstanding.
Optional Redemption	We can redeem some or all of the Notes at our option at any time at the redemption prices listed under the caption "DESCRIPTION OF NEW NOTES—Optional Redemption" on page 28.

Risk Factors

    We urge you to carefully review the risk factors beginning on page 11 for a discussion of factors you should consider before exchanging your old Notes for new Notes.

8

Selected Historical Consolidated Financial Data

    The following table contains our selected historical consolidated financial data. The selected historical consolidated financial data as of December 31, 1998, 1999 and 2000 and for the years then ended has been derived from our audited consolidated financial statements. The selected historical consolidated financial data for the six months ended June 30, 2000 and 2001 and as of June 30, 2000 and 2001 has been derived from our unaudited consolidated financial statements for the six months ended June 30, 2000 and 2001. In the opinion of management, the interim consolidated financial data reflects all adjustments necessary for a fair representation. These adjustments are only of a normal recurring nature. The selected historical consolidated financial data should be read in conjunction with, and is qualified in its entirety by reference to, the audited and unaudited consolidated financial statements and the related notes thereto from which it has been derived. More comprehensive financial information is included in the consolidated financial statements and related notes that are included or incorporated by reference in this prospectus. Interim operating results are not necessarily indicative of results that may be expected for the full year.

9

			Year Ended December 31,															For the Six Months Ended June 30,
			1996			1997			1998			1999			2000			2000			2001
(In thousands, except share and per-share data)																		(unaudited)			(unaudited)
Income Statement Data:
Net revenues			$	244,858		$	459,741		$	577,053		$	693,090		$	863,459		$	412,616		$	432,389
Direct operating expenses				58,443			159,619			220,918			241,870			312,381			146,994			175,328
Selling, general and administrative expenses				79,818			137,070			160,543			184,159			223,023			114,240			115,254
Depreciation and amortization				39,516			58,640			64,438			62,583			66,765			32,187			36,918
Operating income				67,081			104,412			131,154			204,478			261,290			119,195			104,889
Interest expense, net				41,691			40,147			35,830			27,459			30,097			13,113			19,185
Amortization of deferred financing costs				2,934			1,630			1,677			1,441			1,361			684			677
Special bonus award				—			—			42,608			—			—			—			—
Equity loss in unconsolidated subsidiaries				—			—			764			498			4,828			—			13,767
Non-recurring expense (reversal) of acquired station				—			(1,059	)		—			—			—			—			—
Minority interest in net income of consolidated subsidiary				(1,851	)		—			—			—			—			—			—
Income before taxes and extraordinary loss on extinguishment of debt				24,307			63,694			50,275			175,080			225,004			105,398			71,260
Provision (benefit) for income taxes				5,714			(19,465	)		40,348			91,536			108,081			51,108			36,350
Income before extraordinary loss on extinguishment of debt				18,593			83,159			9,927			83,544			116,923			54,290			34,910
Extraordinary loss on extinguishments of debt, net of tax				(8,228	)		—			—			(2,611	)		—			—			(330	)
Net income				10,365			83,159			9,927			80,933			116,923			54,290			34,580
Preferred stock dividends				—			(561	)		(606	)		(540	)		(518	)		(270	)		(70	)
Net income available to common stockholders			$	10,365		$	82,598		$	9,321		$	80,393		$	116,405		$	54,020		$	34,510
Earnings Per Share Available to Common Stockholders (a)
	Basic Earnings Per Share
		Income before extraordinary loss	$	0.11		$	0.48		$	0.05		$	0.43		$	0.57		$	0.26		$	0.17
		Net income	$	0.06		$	0.48		$	0.05		$	0.42		$	0.57		$	0.26		$	0.17
		Weighted average common shares outstanding		170,448,720			170,477,036			173,281,776			192,971,418			204,893,438			204,281,316			207,175,859
	Diluted Earnings Per Share
		Income before extraordinary loss	$	0.08		$	0.36		$	0.04		$	0.35		$	0.49		$	0.23		$	0.15
		Net income	$	0.04		$	0.36		$	0.04		$	0.34		$	0.49		$	0.23		$	0.15
		Weighted average common shares outstanding		231,179,320			232,690,674			232,418,104			236,236,626			238,963,587			238,981,478			239,576,925
Balance Sheet Data (at end of period):
Current assets			$	111,790		$	138,754		$	153,991		$	177,910		$	249,872		$	179,623		$	340,148
Total assets				884,367			967,755			938,329			974,457			1,448,305			1,086,881			1,939,533
Current liabilities				120,350			144,029			152,891			141,901			362,961			205,653			207,376
Long-term debt				498,137			460,830			377,435			303,138			377,689			256,232			947,424
Stockholders' equity				262,207			346,229			394,648			513,778			695,272			610,093			776,234
Other Data
EBITDA				106,597			163,052			195,592			267,061			328,055			151,382			141,807

(a)

All common-share and per-common-share amounts have been adjusted retroactively for a two-for-one common-stock split effective August 11, 2000.

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RISK FACTORS

You should carefully consider the following discussion of risks, and the other information included or incorporated by reference in this prospectus in evaluating us and our business before participating in the exchange offer:

Risk Factors Related To The Exchange

    Holders of old Notes who do not exchange their old Notes for new Notes will continue to be subject to the restrictions on transfer of the old Notes, as set forth in the legends on the old Notes. The old Notes may not be offered or sold unless they are registered under the Securities Act or are exempt from registration. See "THE EXCHANGE OFFER."

Risks Related to Our Indebtedness and the Notes

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under the Notes.

    At June 30, 2001, after giving effect to the sale of the Notes and repayment of existing indebtedness with the proceeds from the original issuance of the Notes and drawings under our new credit facilities, and assuming we applied the proceeds as intended, we would have had total indebtedness of approximately $951.0 million. Our substantial indebtedness could have important consequences to you. For example, it could:

•

make it more difficult for us to satisfy our obligations with respect to the Notes;



•

increase our vulnerability to general adverse economic and industry conditions;



•

require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions, investments and other general corporate purposes;



•

limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate;



•

place us at a competitive disadvantage compared to our competitors that have less debt; and



•

limit our ability to borrow additional funds.

    In addition, we will incur additional indebtedness in the future. The terms of the Indentures governing the Notes and the new credit facilities will allow us to incur additional debt subject to certain limitations. If new debt is added to current debt levels, the related risks described above could intensify. If such debt financing is not available when required or is not available on acceptable terms, we may be unable to grow our business, take advantage of business opportunities, respond to competitive pressures or refinance maturing debt, any of which could have a material adverse effect on our operating results and financial condition.

The Notes are obligations of a holding company that has no independent operations and is dependent on its subsidiaries for cash.

    As a holding company, our investments in our operating subsidiaries constitute all of our operating assets. Consequently, our subsidiaries conduct all of our consolidated operations and own substantially all of our consolidated assets. Our principal source of the cash we need to pay our obligations, including the Notes, is the cash that our subsidiaries generate from their operations. Our subsidiaries' ability to make payments to us will depend on their operating results and will be subject to applicable laws.

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Federal and state statutes allow courts, under specific circumstances, to void the guarantees of the Notes.

    The issuance of the guarantees of the Notes may be subject to review under U.S. federal bankruptcy law and comparable provisions of state fraudulent conveyance laws if a bankruptcy or reorganization case or lawsuit is commenced by or on behalf of a subsidiary guarantor's unpaid creditors. Under the laws, if a court were to find in such a bankruptcy or reorganization case or lawsuit that, at the time the subsidiary guarantor issued the guarantee of the Notes:

•

it issued the guarantee to delay, hinder or defraud present or future creditors; or



•

it received less than reasonably equivalent value or fair consideration for issuing the guarantee and at the time it issued the guarantee it was insolvent or rendered insolvent by reason of issuing the guarantee, or it was engaged, or about to engage, in a business or transaction for which its assets, after giving effect to its potential liability under the guarantee, constituted unreasonably small capital to carry on its business, or it intended to incur, or believed that it would incur, debts beyond its ability to pay as they mature,

then the court could void the obligations under the guarantees of the Notes, subordinate the guarantees of the Notes to that subsidiary guarantor's other obligations or take other action detrimental to holders of the guarantees of the Notes.

    The measures of insolvency for purposes of fraudulent transfer laws vary depending upon the law of the jurisdiction that is being applied in any proceeding to determine whether a fraudulent transfer had occurred. Generally, however, a person would be considered insolvent if, at the time it incurred the debt:

•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

    We cannot be sure as to the standard that a court would use to determine whether a subsidiary guarantor was solvent at the relevant time, or, regardless of the standard that the court uses, that the issuance of the guarantee of the Notes would not be voided or the guarantee of the Notes would not be subordinated to a subsidiary guarantor's other debt. If such a case were to occur, a guarantee could also be subject to the claim that, since the guarantee was incurred for Univision's benefit, and only indirectly for the benefit of the subsidiary guarantor, the guarantee was incurred for less than fair consideration.

We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control.

    Our ability to make payments on and to refinance our indebtedness, including the Notes, and to fund planned capital expenditures and expansion efforts and any strategic acquisitions we may make in the future, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control.

    Based on our current level of operations and planned capital expenditures, we believe that our cash flow from operations, together with available cash and available borrowings under the new credit facility and the financing we expect to have in place before February 2002, will be adequate to meet future liquidity needs for at least the next twelve months. However, we cannot assure you that our business will generate sufficient cash flow from operations in the future or that future borrowings will be available to us in an amount sufficient to enable us to repay indebtedness, including the Notes, or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness, including

12

the Notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness on commercially reasonable terms or at all.

You may not be able to sell the Notes easily.

    There is no established trading market for the Notes and we cannot assure you that an active or liquid trading market will develop. The liquidity of any market for the Notes will depend upon the number of holders, our own financial performance, the market for similar securities, the interest of securities dealers in making a market and other factors.

Risks Related to Our Business

Cancellations or reductions of advertising could cause our quarterly results to fluctuate and, therefore, could adversely affect the market price of our securities.

    We derive substantially all of our revenues from advertisers in diverse industries. Other than network advertising, some of which is presold on an annual basis, we rarely obtain long-term commitments from advertisers, and advertisers generally may cancel, reduce or postpone orders without penalty. Cancellations, reductions or delays in purchases of advertising could, and often do, occur as a result of a strike, a general economic downturn, an economic downturn in one or more industries or in one or more geographic areas, or a failure to agree on contractual terms. Since the middle of the third quarter of last year, there has been a general slowdown in the advertising industry. As a result of this slowdown, some of our advertisers have cancelled, reduced or postponed their orders with us. If these trends continue, and if we are unable to replace any lost or delayed advertising orders, our results of operations would be adversely affected.

If we cannot manage our growth and integrate acquired businesses or assets effectively, we may lose business and experience reduced profitability.

    As a result of our recent acquisition of stations from USA Broadcasting, together with acquisitions that we expect to make in late 2001 and early 2002, we will significantly increase our business within a short period of time. The number of our wholly owned and operated full-power television stations will more than double, and this may result in a strain on our infrastructure and internal systems. If we are to grow successfully, we must:

•

attract and retain qualified employees, management and other key personnel;



•

improve our operational, administrative and financial systems; and



•

manage multiple relationships with various advertisers.

    We may not be able to accomplish all or any of these tasks, and our failure to do so would have a material adverse effect on our operating results. If we do not effectively manage our growth, our advertisers could reduce or cancel their advertising orders.

Failure of new stations and our new network to produce projected revenues could adversely affect our financial results and expected growth.

    If our new stations and our new network do not generate substantial revenues within the expected time periods, it could harm our financial results and our expected growth. We may incur significant expenses related to:

•

purchasing programming;



•

changing programming formats;

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•

programming to appeal to an audience distinct from our existing audiences on the Univision Network and Galavisión;



•

increasing and improving cable distribution;



•

hiring new personnel; and



•

marketing new stations and the new network to viewers.

    Additionally, there may be a period before we can start generating substantial revenues because it requires time to gain viewer awareness of new station and network programming and to attract advertisers.

If we are unable to successfully convert acquired stations to a Spanish-language format, anticipated revenues from such acquisitions will be diminished.

    We intend to convert the English-language stations that we acquire or have recently acquired, including those from USA Broadcasting and Equity Broadcasting, to a Spanish-language format. This conversion process may require a heavy initial investment of both financial and management resources. We may incur losses for a period of time after a format change due to the time required to build up ratings and station loyalty. These format conversions may be unsuccessful in any given market, and we may incur substantial costs and losses in implementing this strategy. Additionally, we do not expect to convert any stations we acquire for the new network to a Spanish-language format before the first quarter of 2002. In the interim, we would have to purchase programming or produce our own programming for any such stations that are disengaged from their current programming, and we anticipate that such stations will operate at a loss at least until we convert them to our Spanish-language format. Any unanticipated delay in the launch of the new network would further increase these losses.

We are subject to risks associated with future acquisitions and joint ventures.

    We intend to continue to pursue acquisitions of businesses and stations and to enter into joint venture arrangements that could complement or expand our business. We will not be able to acquire other businesses if we cannot identify suitable acquisition opportunities or obtain acceptable financing. The negotiation of potential acquisitions or joint ventures, as well as the integration of an acquired business or station, could require us to incur significant costs and cause diversion of management's time and resources. Future acquisitions by us could result in the following consequences:

•

dilutive issuances of equity securities;



•

incurrence of debt and contingent liabilities;



•

impairment of goodwill and other intangibles; and



•

other acquisition-related expenses.

    We may not be able to raise additional funds on terms acceptable to us or in amounts sufficient for us to meet our requirements. In addition, even after we enter into acquisition agreements (including those that we have recently executed), the acquisitions may not close as conditions set forth in such agreements may not be satisfied. Failure to achieve the anticipated benefits of any acquisition or to successfully integrate the operations of the acquired companies could also adversely affect our business and results of operations.

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Our television ratings and revenue could decline significantly if Televisa programming becomes unavailable to us or becomes accessible to our viewers through means other than our stations, or if we are unable to obtain sufficient quality programming from others for the second network and the stations we have agreed to acquire in Puerto Rico.

    A substantial part of our operating strategy depends upon the continued availability and commercial success of programming from Televisa. In 2000 we derived approximately 40% of our gross advertising sales from programs produced by Televisa. Televisa programming represented approximately 37% of the Network's non-repeat broadcast hours in 2000. If such programming were to become unavailable or unsuccessful for any reason, including political or economic instability, government regulations or other trade barriers in Mexico, we might not be able to obtain or produce alternative programming of equivalent quality and popularity at all or on terms as favorable to us.

    Furthermore, we are currently involved in a dispute with Televisa regarding the exclusivity of our broadcast rights in the United States. Under our program license agreement, we have the first right to air Televisa's Spanish-language programming in the United States through 2017. Televisa asserts that it can directly broadcast that same programming into the United States through a direct satellite venture in Mexico. If we are unable to resolve this disagreement favorably, any resulting interruption or reduction in the supply of Televisa programming to our stations, or the broadcast of any Televisa programming in our markets other than through our stations, could have a material adverse effect on our financial condition and results of operations.

    Our program license agreement with Televisa is limited to broadcasts on the Univision Network and Galavisión, and will not extend to the new network or to broadcasts outside of the United States (defined under the program license agreement to exclude Puerto Rico). While in the United States Televisa generally cannot license its programming to third parties without being subject to a Univision right of first refusal, this restriction does not apply in Puerto Rico or other locations outside of the United States. Consequently, if we acquire the two stations in Puerto Rico, they will compete directly with Televisa programming. In addition, because Televisa and Venevision share the international rights to air some programs that we produce, including Sabado Gigante and Cristina, those shows are currently licensed to stations that will compete with any stations we may acquire in Puerto Rico. If we are unable to produce or acquire quality programming for the new network and any stations we may acquire in Puerto Rico, it may reduce our audience share for those stations and have a material adverse effect on our results of operations.

If we are unable to compete effectively against other stations and other media companies, some of which have greater resources than we do, we could suffer a decrease in advertising revenue.

    We face intense competition in the broadcasting and cable business. We compete for viewers and revenues with other Spanish-language broadcasting companies, such as Telemundo Group, Inc., as well as English-language television stations and networks, some of which have begun producing Spanish-language programming and simulcasting programming in English and Spanish. Several cable broadcasters have recently commenced, or announced their intention to commence, Spanish-language services as well. In addition, TV Azteca, the second largest producer of Spanish-language programming in the world, has announced it has launched a new television network targeting the U.S. Hispanic population.

    We also compete for viewers and revenues with independent television stations, other video media, suppliers of cable television programs, direct broadcast satellite systems (including two which were started in 1996 for broadcast outside the United States and in which Televisa and Venevision, respectively, have substantial interests), newspapers, magazines, the Internet, radio, outdoor and other forms of entertainment and advertising. In addition, our affiliates located near the Mexican border compete for viewers with television stations operated in Mexico, many of which are affiliated with a

15

Televisa network and owned by Televisa. Many of our competitors have greater financial resources than us, and increased competition for viewers and revenues may have a material adverse effect on our financial condition and results of operations.

The loss of any of our most popular programs could significantly decrease our ratings and negatively impact our advertising revenues.

    Our productions Sabado Gigante, a variety show hosted by Mario Kreutzberger, Primer Impacto, a news magazine program, and Cristina, a talk show hosted by Cristina Saralegui, are among our most successful programs in terms of advertising revenues generated. Approximately 19% of our total gross advertising revenues in 2000 were accounted for by advertising aired on these programs. If any of these programs were lost for any reason, including the failure to renegotiate contracts with key talent for the programs, any replacement programs might not have as much appeal to our audience or advertisers. Consequently, the loss of any of these programs, or a decrease in their popularity, could have a negative impact on our ratings and a corresponding material adverse effect on our results of operations.

Because the U.S. Hispanic population is highly concentrated geographically, a regional downturn in economic conditions or other negative event in particular markets could have a material adverse affect on our operations.

    Approximately 33% of all U.S. Hispanics live in the Los Angeles, New York and Miami-Fort Lauderdale markets, and the top ten U.S. Hispanic markets collectively account for approximately 56% of the U.S. Hispanic population. Our revenues are similarly concentrated in these key markets. As a result, a significant decline in revenue from our operations in these markets, whether due to a general regional economic downturn, increased competition or otherwise, could have a material adverse effect on our financial performance.

Our new Internet portal is expected to operate at a loss in 2001 and could also lose money in future years.

    We recently launched our proprietary Internet portal. We intend to continue to direct both financial and managerial resources to further upgrading and developing our presence on the Internet. To date, our Internet operations have resulted in net losses, and we expect that they will operate at a loss during the remainder of 2001. The portal may never operate at a profit.

We are dependent upon key personnel.

    Our business is dependent upon the performance of key individuals, including A. Jerrold Perenchio, our Chairman of the Board, President and Chief Executive Officer. The loss of the services of Mr. Perenchio could have a material adverse effect on us. Our continued success will also be dependent on our ability to attract and retain quality general managers and other management personnel for our new and existing stations and networks.

Because of our concentrated share ownership, Mr. Perenchio, Televisa and Venevision have control over our policies, affairs and all other aspects of our business and future direction.

    Mr. Perenchio beneficially owns all of our outstanding Class P common stock, which gives him ten votes per share compared to the one vote per share of all other capital stock. Our Class A and Class P common stock vote together on all matters. As of June 30, 2001, Mr. Perenchio had 73.2% of the voting power of all holders of Class A common stock and Class P common stock (who vote as a single class to elect our Class A/P directors), and, assuming no exercise of options or warrants, 69.1% of our overall voting power, with respect to substantially all matters submitted to a vote (subject to

16

supermajority board approvals), including election of directors, proxy contests, mergers, tender offers and other purchases of our common stock that could give our stockholders the opportunity to realize a premium over the then prevailing market price for their shares of common stock.

    Under the supermajority voting provisions of our bylaws, Televisa's and/or Venevision's approval is required for many major company transactions, such as mergers, sales of significant assets, securities or certain debt issuances, dissolution and similar actions or other business transactions out of the ordinary course of our business. These provisions could also delay or prevent us from being acquired.

The required conversion to digital television could impose significant costs on us.

    The FCC requires us to provide a digitally transmitted signal by May 1, 2002 for all of our U.S. television stations and, generally, to stop broadcasting analog signals by 2006. Our costs to convert our television stations to digital television will be significant. The cost to supply both digital and analog signals between 2002 and 2006 will also be significant. Moreover, the FCC may impose additional public service obligations on television broadcasters in return for their use of the digital television spectrum, which could add to our operational costs.

Changes in the rules and regulations of the FCC could result in increased competition for our broadcast stations.

    Recent and prospective actions by the FCC could cause us to face increased competition in the future. The changes include:

•

relaxation of restrictions on the participation by regional telephone operating companies in cable television and other direct-to-home audio and video technologies;



•

the establishment of a Class A television service for low-power stations that makes such stations primary stations and gives them protection against full-service stations; and



•

permission for direct broadcast satellite television to provide the programming of traditional over-the-air stations, including local and out-of-market network stations.

We are subject to ongoing regulation by the FCC which is beyond our control and which could negatively impact our operations.

    Our operations are subject to extensive and changing regulation on an ongoing basis by the FCC, which enforces the Communications Act. Approval by the FCC is required for the issuance, renewal and assignment of station operating licenses and the transfer of control of station licensees. Our FCC licenses will come up for renewal from time to time, and such renewal may be subject to challenge on a number of grounds. If we are unable to maintain our FCC license at any station, we would have to cease operations at that station. In addition, if the FCC were to revoke or fail to renew any of our significant licenses for any reason, our lenders could declare all amounts then outstanding to be immediately due and payable, and we may not have sufficient funds to pay the amounts owed.

    The FCC also regulates ownership and control by foreign interests. If we fail to comply with the foreign ownership restrictions included in our certificate of incorporation, or if we depart from representations made to the FCC, the FCC has the ability to enforce such foreign ownership restrictions through warnings, fines, cancellations of licenses or other actions.

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Because our full-power television stations rely on "must carry" rights to obtain cable carriage, new laws or regulations that eliminate or limit the scope of our cable carriage rights could have a material adverse impact on our operations.

    Pursuant to the "must carry" provisions of the Cable Television Consumer Protection and Competition Act of 1992, a broadcaster may demand carriage on a specific channel on cable systems within its market. However, the future of those "must carry" rights is uncertain, especially as they relate to the carriage of digital television. The current FCC rules relate only to the carriage of analog television signals. It is not clear what, if any, "must carry" rights television stations will have after they make the transition to digital television. New laws or regulations that eliminate or limit the scope of our cable carriage rights could have a material adverse impact on our operations.

If any of our transmission equipment fails or becomes unavailable for any reason, the resulting interruption in broadcasting could negatively impact our financial results.

    Television broadcasting requires the use of sensitive technical equipment. We broadcast our programs to our affiliates on three separate satellites from four transponders, one of which is owned and three of which are leased on a long-term basis pursuant to two lease agreements. If any of these transponders or satellites fails, there can be no assurance that other transponders or satellites would be available to us, or if available, whether the use of such other transponders or satellites could be obtained on favorable terms. A disruption of transmission could reduce advertising revenues during and after the disruption and could have a material adverse effect on our results of operations.

    We also own or lease remote antenna space and microwave transmitter space near each of our owned and operated stations. The loss of any of these antenna tower leases could similarly curtail our operations and reduce our revenues.

THE EXCHANGE OFFER

Purpose of the Exchange Offer

    We originally issued and sold the old Notes on July 18, 2001 in an offering exempt from registration under the Securities Act in reliance upon the exemptions provided by the Securities Act. Accordingly, the old Notes may not be transferred unless registered or unless an exemption from the registration requirements of the Securities Act and applicable state securities laws is available.

    As a condition to the sale of the old Notes, we and the initial purchasers of the old Notes (the "initial purchasers") entered into the Registration Rights Agreement. In the Registration Rights Agreement, we agreed that we would:

•

file with the SEC a registration statement under the Securities Act with respect to the new Notes by October 16, 2001;



•

use our reasonable best efforts to cause a registration statement for the new Notes to become effective by December 14, 2001;



•

use our reasonable best efforts to keep the exchange offer open for at least 20 calendar days after the date that notice of the exchange offer is mailed to the holders of the old Notes; and



•

use our reasonable best efforts to complete the exchange offer within 60 calendar days after the effective date of the registration statement.

    We have filed a copy of the Registration Rights Agreement as an exhibit to the registration statement of which this prospectus is a part. The registration statement satisfies certain of our obligations under the Registration Rights Agreement.

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Terms of the Exchange Offer, Period for Tendering Old Notes

    This prospectus and the accompanying letter of transmittal together make up the exchange offer. On the terms and subject to the conditions set forth in this prospectus and the letter of transmittal, we will accept for exchange any old Notes that are properly tendered on or before the expiration date unless they are withdrawn as permitted below. We will issue $1,000 principal amount of new Notes in exchange for each $1,000 principal amount of outstanding old Notes surrendered in the exchange offer. Holders of the old Notes may tender some or all of their old Notes; however, old Notes may be exchanged only in integral multiples of $1,000. The form and terms of the new Notes are the same as the form and terms of the old Notes except that the exchange will be registered under the Securities Act and the new Notes will not bear legends restricting their transfer.

    The new Notes will evidence the same debt as the old Notes, respectively, and will be issued under the same Indenture.

    The exchange offer is not conditioned upon any minimum principal amount of old Notes being tendered. As of the date of this prospectus, an aggregate of $500,000,000 in principal amount of the old Notes is outstanding. This prospectus is first being sent on or about              , 2001, to all holders of old Notes known to us.

    We may, at any time or from time to time, extend the period of time during which the exchange offer is open and delay acceptance for exchange of any old Notes by giving written notice of the extension to the holders as described below. During the extension, all old Notes previously tendered will remain subject to the exchange offer and may be accepted for exchange by us. Any old Notes not accepted for exchange for any reason will be returned without expense to the tendering holder as promptly as practicable after the expiration of the exchange offer.

    We reserve the right to amend or terminate the exchange offer if any of the conditions of the exchange offer are not met. The conditions of the exchange offer are specified below under "—Conditions Of The Exchange Offer." We will give written notice of any extension, amendment, nonacceptance or termination to the holders of the old Notes as promptly as practicable. Any extension to be issued by means of a press release or other public announcement will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date.

Procedures for Tendering Old Notes

    The tender of old Notes by a holder as set forth below and the acceptance by us will create a binding agreement between the tendering holder and us upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal. Except as set forth below, a holder who wishes to tender old Notes for exchange must send a completed and signed letter of transmittal, including all other documents required by the letter of transmittal, to the exchange agent at one of the addresses set forth below under "—Exchange Agent" on or before the expiration date. In addition, either:

•

the exchange agent must receive before the expiration date certificates for the old Notes, as applicable, along with the letter of transmittal;



•

the exchange agent must receive confirmation before the expiration date of a book-entry transfer of the old Notes, as applicable, into the exchange agent's account at the DTC as described below; or



•

the holder must comply with the guaranteed delivery procedures described below.

    The method of delivery of old Notes, letters of transmittal and all other required documents, including delivery through DTC, is at the election and risk of the holders. If the delivery is by mail, we recommend that holders use registered mail, properly insured, with return receipt requested. In all

19

cases, holders should allow sufficient time to assure timely delivery. Holders should not send letters of transmittal or old Notes to us.

    Some beneficial ownership of old Notes is registered in the name of a broker, dealer, commercial bank, trustee or other nominee. If one of those beneficial owners wishes to tender, the beneficial owner should contact the registered holder of the old Notes promptly and instruct the registered holder to tender on the beneficial owner's behalf. If one of those beneficial owners wishes to tender on its own behalf, then before completing and signing the letter of transmittal and delivering its old Notes, the beneficial owner must either register ownership of the old Notes in the beneficial owner's name or obtain a properly completed power of attorney from the registered holder of old Notes. The transfer of record ownership may take considerable time. If the letter of transmittal is signed by a person other than the registered holder of the old Notes, the old Notes must be endorsed or accompanied by appropriate powers of attorney. In either case, the letter of transmittal must be signed exactly as the name of the registered holder appears on the old Notes.

    Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed unless the old Notes surrendered for exchange are tendered:

•

by a registered holder of the old Notes who has not completed the box entitled "SPECIAL REGISTRATION INSTRUCTIONS" or "SPECIAL DELIVERY INSTRUCTIONS" on the letter of transmittal, or



•

for the account of a firm or other entity identified in Rule 17Ad-15 under the Exchange Act as an eligible guarantor institution. Eligible guarantor institutions include:



•

a member of a registered national securities exchange; or



•

a member of the National Association of Securities Dealers, Inc.; or



•

a commercial bank or trust company having an office or correspondent in the United States.

    If signatures on a letter of transmittal or a notice of withdrawal are required to be guaranteed, the guarantees must be by an eligible guarantor institution.

    If old Notes are registered in the name of a person other than a signer of the letter of transmittal, the old Notes surrendered for exchange must be endorsed by the registered holder with the signature guaranteed by an eligible guarantor institution. Alternatively, the old Notes may be accompanied by a written assignment, signed by the registered holder with the signature guaranteed by an eligible guarantor institution.

    All questions as to the validity, form, eligibility, time of receipt and acceptance of old Notes tendered for exchange will be determined by us in our sole discretion, and our determination will be final and binding. We reserve the absolute right to reject any tenders of any old Notes not properly tendered or any old Notes whose acceptance might, in our judgment or the judgment of our counsel, be unlawful. We also reserve the absolute right to waive any defects or irregularities or conditions of the exchange offer as to any old Notes either before or after the expiration date. The interpretation of the terms and conditions of the exchange offer as to any old Notes either before or after the expiration date by us will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old Notes for exchange must be cured within a reasonable period of time as we will determine. Neither we nor the exchange agent nor any other person will be under any duty to give notification of any defect or irregularity with respect to any tender of old Notes for exchange. Any old Notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable.

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    If the letter of transmittal or any old Notes or powers of attorney are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, those persons should so indicate when signing. Unless waived by us, those persons must submit proper evidence satisfactory to us of their authority to act.

    By tendering, each holder will represent to us:

•

that it is not an "affiliate," as defined in Rule 405 of the Securities Act, of us or our Guarantors, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable;



•

that it is acquiring the new Notes in the ordinary course of its business; and



•

at the time of the closing of the exchange offer it has no arrangement or understanding to participate in the distribution, within the meaning of the Securities Act, of the new Notes.

    If the holder is a broker-dealer that will receive new Notes for its own account in exchange for old Notes that were acquired as a result of market-making activities or other trading activities, the holder may be deemed to be an "underwriter" within the meaning of the Securities Act. Such holder will be required to acknowledge in the letter of transmittal that it will deliver a prospectus in connection with any resale of the new Notes. However, by so acknowledging and by delivering a prospectus, the holder will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

Acceptance of Old Notes for Exchange, Delivery of New Notes

    Upon satisfaction or waiver of all of the conditions to the exchange offer, we will accept, promptly after the expiration date, all old Notes properly tendered and will issue the new Notes promptly after acceptance of the old Notes. See "—Conditions Of The Exchange Offer" below. We will be deemed to have accepted properly tendered old Notes for exchange when we have given oral or written notice to the exchange agent.

    For each old Note validly tendered to us, the holder of the old Note will receive a new Note having a principal amount equal to the principal amount of the tendered old Note. The new Notes will bear interest at the same rate and on the same terms as the old Notes. Consequently, interest on the new Notes will accrue at a rate of 7.85% per annum from July 18, 2001, payable semiannually in arrears on January 15 and July 15 of each year, commencing January 15, 2002.

    The issuance of new Notes for old Notes that are accepted for exchange in the exchange offer will be made only after timely receipt by the exchange agent of certificates for the old Notes or a timely book-entry confirmation of the old Notes into the exchange agent's account at the book-entry transfer facility, a completed and signed letter of transmittal and all other required documents. If any tendered old Notes are not accepted for any reason set forth in the terms and conditions of the exchange offer, or if old Notes are submitted for a greater amount than the holder desires to exchange, the unaccepted or non-exchanged old Notes will be returned without expense to the tendering holder as promptly as practicable after the exchange offer expires or terminates. In the case of old Notes tendered by book-entry procedures described below, the non-exchanged old Notes will be credited to an account maintained with the book-entry transfer facility.

Conditions of the Exchange Offer

    We will not be required to accept for exchange any old Notes and may terminate or amend the exchange offer before the expiration date, if we determine that we are not permitted to effect the exchange offer because of:

•

any changes in law, or applicable interpretations by the SEC; or

21

•

any action or proceeding is instituted or threatened in any court or governmental agency with respect to the exchange offer.

    If we determine that any of the conditions are not satisfied, we may refuse to accept any old Notes and return all tendered old Notes to the tendering holders or extend the exchange offer and retain all old Notes tendered before the expiration date, subject to the rights of holders to withdraw such old Notes or waive such unsatisfied conditions with respect to the exchange offer and accept all properly tendered old Notes that have not been withdrawn. If such waiver or amendment constitutes a material change to the exchange offer, we will promptly disclose such waiver or amendment by means of a prospectus supplement that will be distributed to the registered holders of the old Notes and we will extend the exchange offer to the extent required by Rule 14e-1 under the Exchange Act.

    Holders may have certain rights and remedies against us under the Registration Rights Agreement if we fail to close the exchange offer, whether or not the conditions stated above occur. These conditions are not intended to modify those rights or remedies. See "REGISTRATION RIGHTS."

Book Entry Transfer

    The exchange agent will make a request to establish an account for the old Notes at the book-entry transfer facility for the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the book-entry transfer facility's systems may make book-entry delivery of old Notes by causing the book-entry transfer facility to transfer the applicable old Notes into the exchange agent's account at the book-entry transfer facility in accordance with the book-entry transfer facility's procedures for transfer. However, although delivery of old Notes may be effected through book-entry transfer at the book-entry transfer facility, the letter of transmittal or facsimile, or an agent's message, with any required signature guarantees and any other required documents, must be received by the exchange agent at one of the addresses set forth below under "—Exchange Agent" on or before the expiration date or the guaranteed delivery procedures described below must be complied with.

    The term "agent's message" means a message, transmitted by DTC to the exchange agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant stating that the participant has received and agrees to be bound by the terms of the letter of transmittal, and that we may enforce the letter of transmittal against the participant.

Guaranteed Delivery Procedures

    If a registered holder wishes to tender its old Notes and the old Notes are not immediately available, or time will not permit the holder's old Notes or other required documents to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on time, the old Notes may nevertheless be exchanged if:

•

the tender is made through an eligible guarantor institution;



•

before the expiration date, the exchange agent has received from the eligible guarantor institution an agent's message with respect to guaranteed delivery or a completed and signed letter of transmittal, or a facsimile, and a notice of guaranteed delivery, substantially in the form provided by us. Delivery may be made by facsimile transmission, mail or hand delivery. The letter of transmittal and notice of guaranteed delivery must set forth the name and address of the holder of the old Notes and the amount of the old Notes being tendered, state that the tender is being made and guarantee that within five trading days on the New York Stock Exchange ("NYSE") after the date of signing of the notice of guaranteed delivery, the applicable certificates for all physically tendered old Notes, in proper form for transfer, or a

22

book-entry confirmation, and any other documents required by the letter of transmittal, will be deposited by the eligible guarantor institution with the exchange agent; and

•

the applicable certificates for all physically tendered old Notes, in proper form for transfer, or a book-entry confirmation and all other documents required by the letter of transmittal, are received by the exchange agent within five NYSE trading days after the date of signing the notice of guaranteed delivery.

Withdrawal Rights

    Tenders of old Notes may be withdrawn at any time before the close of business on the expiration date.

    For a withdrawal to be effective, a written notice of withdrawal must be received by the exchange agent at one of the addresses set forth below under "—Exchange Agent." Notice may be sent by facsimile transmission, mail or hand delivery. Any notice of withdrawal must:

•

specify the name of the person who tendered the old Notes to be withdrawn;



•

identify the amount of the old Notes;



•

where certificates for old Notes have been transmitted, specify the name in which the old Notes are registered, if different from that of the withdrawing holder; and



•

state that such holder of the old Notes is withdrawing his election to have such old Notes tendered.

    If certificates for old Notes have been delivered or otherwise identified to the exchange agent, then, before the release of the certificates the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an eligible guarantor institution unless the holder is an eligible guarantor institution. If old Notes have been tendered under the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn old Notes and otherwise comply with the procedures of the facility. We will determine all questions as to the validity, form, eligibility and time of receipt of the notices, and our determination will be final and binding on all parties. Any old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the exchange offer. Any old Notes that have been tendered for exchange, but that are not exchanged for any reason will be returned to the holder without cost to the holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. In the case of old Notes tendered by book-entry transfer into the exchange agent's account at the book-entry transfer facility under the book-entry transfer procedures described above, the old Notes will be credited to an account with the book-entry transfer facility specified by the holder. Properly withdrawn old Notes may be re- tendered by following one of the procedures described under "—Procedures For Tendering Old Notes" above at any time on or before the expiration date.

Exchange Agent

    The Bank of New York has been appointed as the exchange agent for the exchange offer. All signed letters of transmittal should be directed to the exchange agent at one of the addresses set forth below. Questions and requests for assistance, requests for additional copies of this prospectus or of the

23

letter of transmittal and requests for notices of guaranteed delivery should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail:	By Hand or Overnight Delivery:
The Bank of New York	The Bank of New York
20 Broad Street, Lower Level	20 Broad Street, Lower Level
New York, New York 10005	New York, New York 10005
Attention: Frank Driscoll and Henry Lopez	Attention: Frank Driscoll and Henry Lopez
	Reorganization Section
For information call:
(914) 773-5735
Fax: (914) 773-5038

    Delivery of a letter of transmittal to an address other than as set forth above or transmission of instructions via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

    We will not make any payment to brokers, dealers or others soliciting acceptances of the exchange offer and holders who tender old Notes will not be required to pay brokerage commissions or fees.

    We will pay the expenses that will be incurred in connection with the exchange offer. We estimate the expenses will be approximately $300,000.

Accounting Treatment

    For accounting purposes, we will recognize no gain or loss as a result of the exchange offer. The expenses of the exchange offer will be amortized over the term of the new Notes.

Transfer Taxes

    Holders who instruct us to register new Notes in the name of a person other than the registered tendering holder will be responsible for paying any applicable transfer tax, as will holders who request that old Notes not tendered or not accepted in the exchange offer be returned to a person other than the registered tendering holder. In all other cases, no transfer taxes will be due.

Regulatory Matters

    We are not aware of any governmental or regulatory approvals that are required in order to complete the exchange offer.

Resales of the New Notes

    With respect to resales of new Notes, based on certain interpretive letters issued by the Staff of the SEC to third parties, we believe that a holder of Notes (other than (i) a broker-dealer who purchased old Notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act or (ii) a person who is an affiliate of ours or our Guarantors within the meaning of Rule 405 under the Securities Act) who exchanges old Notes for new Notes in the ordinary course of business and who is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate, in the distribution of the new Notes, will be allowed to resell the new Notes to the public without further registration under the Securities Act and without delivering to the purchasers of the new Notes a prospectus that satisfies the requirements of the

24

Securities Act. However, a broker-dealer who holds old Notes that were acquired for its own account as a result of market making or other trading activities may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act. For a period of 180 days from the expiration of the exchange offer, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. If any other holder is deemed to be an "underwriter" within the meaning of the Securities Act or acquires new Notes in the exchange offer for the purpose of distributing or participating in a distribution of the new Notes, such holder must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction, unless an exemption from registration is otherwise available.

Consequences of Failure to Exchange

    Participation in the exchange offer is voluntary. Old Notes that are not exchanged for new Notes will remain outstanding, continue to accrue interest and will be restricted securities. Accordingly, those old Notes may only be transferred:

•

to a person who the seller reasonably believes is a qualified institutional buyer under Rule 144A under the Securities Act;



•

in an offshore transaction under Rule 903 or Rule 904 of Regulation S under the Securities Act;



•

under Rule 144 under the Securities Act (if available);



•

to an institutional accredited investor in a transaction exempt from the registration requirements of the Securities Act; or



•

pursuant to an effective registration statement under the Securities Act;

and in accordance with all applicable securities laws of the states of the United States. Following the consummation of the exchange offer, neither we nor any of our subsidiaries will have any further obligation to such holders to provide for registration under the Securities Act, except that under certain circumstances, we are required to file a shelf registration statement under the Securities Act. See "REGISTRATION RIGHTS."

Payment of Additional Interest Upon Registration Defaults

    If we fail to meet our obligations to complete the exchange offer or file a shelf registration statement, additional interest will accrue on the Notes. For additional information regarding payments of additional interest, please see "REGISTRATION RIGHTS."

Use of Proceeds

    We will not receive any proceeds from the issuance of the new Notes or the closing of the exchange offer.

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RATIO OF EARNINGS TO FIXED CHARGES

    The following table sets forth the ratio of earnings to fixed charges for each of the periods indicated.(1)

Year Ended December 31,					Six Months Ended June 30,
1996	1997	1998	1999	2000	2000	2001
1.5x	2.4x	3.3x	6.3x	7.2x	7.7x	5.3x

(1)

For purposes of computing the ratio of earnings to fixed charges, earnings consist of income before taxes, equity losses in unconsolidated subsidiaries and non-recurring items plus fixed charges and amortization of capitalized interest less interest capitalized. Fixed charges consist of interest expensed and capitalized, amortization of debt expenses and an estimate of the interest within rent expense.

DESCRIPTION OF NEW NOTES

General

    The new Notes are a series of senior debt securities ("Debt Securities") under an Indenture dated as of July 18, 2001, as supplemented and amended from time to time (the "Indenture"), among us, the Guarantors and The Bank of New York, as trustee (the "Trustee"). We have summarized selected provisions of the Indenture and the registration rights agreement below. This summary is not complete and is qualified by reference to provisions of the Indenture and the registration rights agreement, copies of which can be obtained as set forth under the caption "WHERE YOU CAN FIND MORE INFORMATION".

    In this section, references to "Univision," "we," "our" and "us" mean Univision Communications Inc. excluding, unless otherwise expressly stated or the context otherwise requires, its subsidiaries. Capitalized terms used in this section but not otherwise defined below have the meanings assigned to them in the Indenture.

    The registered holder of a Note will be treated as the owner of it for all purposes. Only registered holders will have rights under the Indenture.

Brief Description of the Notes and the Guarantees

The Notes

    The Notes:

•

are our senior unsecured obligations;



•

are equal in right of payment with all of our existing and future senior unsecured Indebtedness;



•

are senior in right of payment to any of our future subordinated Indebtedness; and



•

are unconditionally guaranteed by all of our Guarantors.

    The Indenture does not limit our ability to incur Indebtedness or require the maintenance of financial ratios or specified levels of net worth or liquidity. However, the Indenture restricts our ability and the ability of our subsidiaries to enter into certain transactions. See the discussion below under the caption entitled "—Certain Covenants". The Indenture does not contain any provisions which would require us to repurchase or redeem or otherwise modify the terms of the Notes upon a change of control.

26

    Since the new Notes will constitute separate series of Debt Securities under the Indenture, holders of old Notes who do not exchange such old Notes for new Notes will vote together as a separate series of Debt Securities with holders of such new Notes for all relevant purposes under the Indenture. In that regard, the Indenture requires that certain actions by the holders under such old Notes (including acceleration following an Event of Default) must be taken, and certain rights must be exercised, by specified minimum percentages of the aggregate principal amount of the outstanding Notes. In determining whether holders of the requisite percentage in principal amount of the Notes have given any notice, consent or waiver or taken any other action permitted under the Indenture, any old Notes that remain outstanding after the exchange offer will be aggregated with the new Notes and the holders of the old Notes and the new Notes will vote together as a single series for all purposes. Accordingly, all references in this section will be deemed to mean, at any time after the exchange offer is consummated, the requisite percentage in aggregate principal amount of the old Notes and the new Notes.

The Guarantees

    The Notes are guaranteed by all of our Guarantors. These subsidiary guarantees are joint and several obligations of the Guarantors. The obligations of each Guarantor under its subsidiary guarantee is limited as necessary to prevent that subsidiary guarantee from constituting a fraudulent conveyance under applicable law. See "RISK FACTORS—Federal and state statutes allow courts, under specific circumstances, to void the guarantees of the Notes".

    Each subsidiary guarantee of the Notes:

•

is a senior unsecured obligation of the Guarantor;



•

is equal in right of payment to all existing and future senior unsecured Indebtedness of that Guarantor; and



•

is senior in right of payment with any future subordinated Indebtedness of that Guarantor.

Without the consent of the holders of the Notes, a Guarantor may not consolidate with, or sell, lease or convey all or substantially all of its assets to, or merge with or into, any other Person, except if:

•

the successor entity will be the Guarantor or a corporation organized under the laws of the United States or any state thereof or the District of Columbia and will expressly assume the Guarantor's obligations under the guarantee, the Indenture and the registration rights agreement; and



•

immediately after such merger or consolidation, or such sale, lease or conveyance, no Default or Event of Default exists.

    Subject to those limitations set forth in the Indenture, a trustee may receive from such Guarantor an officer's certificate and an opinion of counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, complies with the provisions of the Indenture.

    Not all of our subsidiaries will guarantee the Notes. In the event of a bankruptcy, liquidation or reorganization of any of these non-guarantor subsidiaries, the non-guarantor subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute any of their assets to us. The Guarantors generated over 99% of our consolidated revenues in each of the year ended December 31, 2001 and the six-month period ended June 30, 2001 and held over 99% of our consolidated assets as of each of December 31, 2000 and June 30, 2001.

27

    The Guarantors also guarantee our credit facility. The guarantee of the Notes of any Guarantor will be released when the guarantee of such Guarantor under a Credit Facility, including our current credit facility, is released. The guarantee of the Notes of any Subsidiary will be reinstated if such Subsidiary once again guarantees the obligations of the Company under a Credit Facility.

    The Notes will be effectively subordinated to all existing and future Indebtedness and other liabilities of our subsidiaries. However, as discussed above, the subsidiary guarantees will rank equal to the existing and future senior unsecured Indebtedness of the Guarantors, and senior to the future subordinated Indebtedness of the Guarantors. Our right to receive assets of any of our subsidiaries upon the subsidiary's liquidation or reorganization (and the consequent right of the holders of the Notes to participate in those assets) will be effectively subordinated to the claims of that subsidiary's creditors, except to the extent that we are recognized as a creditor of the subsidiary, in which case our claims would still be subordinate in right of payment to any security in the assets of the subsidiary and any Indebtedness of the subsidiary senior to that held by us. At June 30, 2001, our subsidiaries had total consolidated liabilities of approximately $1.163 billion and the Guarantors had total consolidated liabilities of approximately $1.162 billion.

Principal, Maturity and Interest

    The Notes initially have a maximum aggregate principal amount of $500.0 million. The Notes are in denominations of $1,000 and integral multiples of $1,000. The Notes will mature on July 15, 2011.

    Interest on the Notes will accrue at the rate of 7.85% per annum and will be payable semi-annually in arrears on January 15 and July 15, commencing on January 15, 2002. We will make each interest payment to the holders of record on the immediately preceding January 1 and July 1.

    Interest on the Notes will accrue from July 18, 2001 or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months.

Paying Agent and Registrar for the Notes

    The Bank of New York will initially act as paying agent and registrar. We may change the paying agent or registrar without prior notice to the holders of the Notes, and we or any of our Subsidiaries may act as paying agent or registrar.

Additional Securities

    We may, without the consent of the holders of the Notes, create and issue additional notes ranking equally with the Notes in all respects, including having the same CUSIP number, so that such additional notes shall be consolidated and form a single series of notes with the Notes and shall have the same terms as to status, redemption or otherwise as the Notes. No additional securities may be issued if an Event of Default has occurred and is continuing with respect to the Notes.

Optional Redemption

    All or a portion of the Notes may be redeemed at our option at any time or from time to time. The redemption price for the Notes to be redeemed on any redemption date will be equal to the greater of the following amounts:

•

100% of the principal amount of the Notes being redeemed on the redemption date; or



•

the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed on that redemption date (not including any portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semiannual

28

basis at the Adjusted Treasury Rate (as defined below) plus 35 basis points, as determined by the Reference Treasury Dealer (as defined below),

plus, in each case, accrued and unpaid interest and Special Interest, if any, thereon to the redemption date. Notwithstanding the foregoing, installments of interest on Notes that are due and payable on interest payment dates falling on or before a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to the Notes and the Indenture. The redemption price will be calculated on the basis of a 360-day year consisting of twelve 30-day months.

    We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each registered holder of the Notes to be redeemed. Once notice of redemption is mailed, the Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price, plus accrued and unpaid interest to the redemption date. If we elect to redeem all or a portion of the Notes, that redemption will not be conditional upon receipt by the paying agent or the Trustee of monies sufficient to pay the redemption price. See the discussion below under the caption "—Selection and Notice of Redemption".

    Unless we default in payment of the redemption price, on and after the redemption date interest will cease to accrue on the Notes or portions thereof called for redemption.

"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price of the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

"Comparable Treasury Issue" means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes.

"Comparable Treasury Price" means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations, or (B) if the Trustee obtains fewer than three such Reference Treasury Dealer Quotations, the average of all such quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such quotation.

"Reference Treasury Dealer" means (A) Goldman, Sachs & Co., BNP Paribas Securities Corp., and J.P. Morgan Securities Inc. (or their respective affiliates which are Primary Treasury Dealers), and their respective successors; provided, however, that if any of the foregoing shall cease to be a primary U.S. Government securities dealer in New York City (a "Primary Treasury Dealer"), we will substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Trustee after consultation with us.

"Reference Treasury Dealer Quotation" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third business day preceding such redemption date.

29

No Mandatory Redemptions or Repurchases

    We are not required to make mandatory redemption or sinking fund payments with respect to the Notes, nor to offer to repurchase any of the Notes upon a change of control or with the proceeds of any asset sales.

Selection and Notice of Redemption

    If less than all of the Notes are to be redeemed at any time, the Trustee will select Notes for redemption as follows:

•

if the Notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the Notes are listed; or



•

if the Notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate.

    No Notes of $1,000 or less can be redeemed in part. Notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of Notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days before a redemption date if the notice is issued in connection with a defeasance of the Notes or a satisfaction and discharge of the Indenture. Notices of redemption may not be conditional.

    If any Note is to be redeemed in part only, the notice of redemption that relates to that Note will state the portion of the principal amount of that Note that is to be redeemed. A new Note in principal amount equal to the unredeemed portion of the original Note will be issued in the name of the holder of Notes upon cancellation of the original Note. Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on Notes or portions of them called for redemption.

Certain Covenants

Incurrence of Subordinated Indebtedness

    Neither we nor any of the Guarantors will incur any Indebtedness that is contractually subordinated in right of payment to any of our or such Guarantor's other Indebtedness unless such Indebtedness is also contractually subordinated in right of payment to the Notes or the guarantees, as applicable, on substantially identical terms; provided, however, that none of our or any of the Guarantors' Indebtedness will be deemed to be contractually subordinated in right of payment to any of our or such Guarantor's other Indebtedness solely by virtue of being unsecured.

Liens

    We will not and will not permit any of our Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind (other than Permitted Liens) upon any of our or our Subsidiaries' property or assets, now owned or hereafter acquired, unless all payments due under the Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien.

Merger, Consolidation or Sale of Assets

    We may consolidate with, or sell, lease or convey all or substantially all of our assets to, or merge with or into, any other Person, provided, that:

•

either Univision will be the continuing corporation, or the successor corporation will be a corporation organized and existing under the laws of the United States or any state thereof or

30

the District of Columbia and will expressly assume, by a supplemental Indenture, executed and delivered to each trustee, in form satisfactory to each trustee, all of our obligations under the Notes, the Indenture and the registration rights agreement; and

•

immediately after such merger or consolidation, or such sale, lease or conveyance, no Default or Event of Default exists.

    Subject to those limitations set forth in the Indenture, a trustee may receive from us an officer's certificate and an opinion of counsel as conclusive evidence that any such consolidation, merger, sale, lease or conveyance, and any such assumption, complies with the provisions of the Indenture.

Additional Subsidiary Guarantees

    If any of our present or future Subsidiaries that is not a Guarantor on the date of the Indenture guarantees or otherwise provides direct credit support for borrowings by Univision under a Credit Facility after the date of the Indenture, then that Subsidiary will become a Guarantor and execute a supplemental Indenture and deliver an opinion of counsel satisfactory to the Trustee within 10 business days of the date on which it guaranteed or otherwise began providing such direct credit support.

Sale and Leaseback Transactions

    We will not, and will not permit any of our Subsidiaries to, enter into any sale and leaseback transaction; provided that we or any of our Subsidiaries may enter into a sale and leaseback transaction if the gross cash proceeds of that sale and leaseback transaction are at least equal to the fair market value, as determined in good faith by the Board of Directors and set forth in an officers' certificate delivered to the Trustee, of the property that is the subject of that sale and leaseback transaction, and if either:

•

we or that Subsidiary could have incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the caption "—Liens"; or



•

we, within 120 days of the effective date of the sale and leaseback transaction, apply an amount not less than the fair market value of such property to one or more of: (a) the optional redemption of some or all of the Notes in accordance with the provisions of the Indenture; (b) the payment or retirement of other funded non-subordinated Indebtedness incurred or assumed by us; or (c) the purchase of other property by us at not more than its fair market value.

Events of Default and Remedies

    Each of the following is an Event of Default:

•

default for 30 days in the payment when due of interest on, or Special Interest with respect to, the Notes;



•

default in payment when due of the principal of, or premium, if any, on the Notes;



•

failure by us or any of our Subsidiaries for 60 days after notice to comply with any covenant or agreements in the Indenture;



•

default under any mortgage, Indenture or instrument (other than USA Indebtedness) under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by us or any of our Subsidiaries, or the payment of which is guaranteed by us or any of our Subsidiaries, whether such Indebtedness or guarantee now exists, or is created after the date of the Indenture, if that default;

31

(i)

is caused by a failure to pay principal of, or premium, if any, on such Indebtedness before the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or



(ii)

results in the acceleration of such Indebtedness before its express maturity,

and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $75 million or more and the Payment Default or such acceleration is not rescinded or annulled, or such Indebtedness for money borrowed is not discharged, within 30 days after written notice to us by the Trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

•

except as permitted by the Indenture, any guarantee of the Notes shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its guarantee of the Notes; and



•

certain events of bankruptcy or insolvency described in the Indenture with respect to us, any of our Subsidiaries that is a Significant Subsidiary or any group of our Subsidiaries that, taken together, would constitute a Significant Subsidiary.

    In the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to us, any of our Subsidiaries that is a Significant Subsidiary or any group of our Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately.

    Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the Notes notice of any continuing Default or Event of Default if it determines that withholding Notes is in their interest, except a Default or Event of Default relating to the payment of principal, interest or Special Interest.

    The holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default (i) in the payment of interest or Special Interest on, or the principal of, the Notes or (ii) in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of each holder affected.

    We are required to deliver to the Trustee annually a statement regarding compliance with the Indenture. Upon becoming aware of any Default or Event of Default, we are required to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

    None of our or any of our Guarantors' directors, officers, employees, incorporators or stockholders, as such, will have any liability for any of our or such Guarantor's obligations under the Notes, the Indenture or the subsidiary guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws.

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Legal Defeasance and Covenant Defeasance

    We may, at our option and at any time, elect to have all of our obligations discharged with respect to the outstanding Notes and all obligations of the Guarantors discharged with respect to their subsidiary guarantees ("Legal Defeasance") except for:

•

the rights of holders of outstanding Notes to receive payments in respect of the principal of, or interest or premium and Special Interest, if any, on such Notes when such payments are due from the trust referred to below;



•

our obligations with respect to the Notes concerning issuing temporary Notes, mutilated, destroyed, lost or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;



•

the rights, powers, trusts, duties and immunities of the Trustee, and our and the Guarantors' obligations in connection therewith; and



•

the Legal Defeasance provisions of the Indenture.

    In addition, we may, at our option and at any time, elect to have our and our Guarantors' obligations released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under the caption "—Events of Default and Remedies" will no longer constitute an Event of Default with respect to the Notes.

    In order to exercise either Legal Defeasance or Covenant Defeasance:

•

we must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the Notes, cash in U.S. dollars, Government Securities, or a combination of cash in U.S. dollars and Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, or interest and premium on the outstanding Notes on the stated maturity or on the applicable redemption date, as the case may be, and we must specify whether the Notes are being defeased to maturity or to a particular redemption date;



•

in the case of Legal Defeasance, we have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that (a) we have received from, or there has been published by, the Internal Revenue Service a ruling or (b) since the date of the Indenture, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;



•

in the case of Covenant Defeasance, we have delivered to the Trustee an opinion of counsel reasonably acceptable to the Trustee confirming that the holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

33

•

no Default or Event of Default has occurred and is continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit);



•

such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than the Indenture) to which we are or any of our Subsidiaries is a party or by which we are or any of our Subsidiaries is bound;



•

we must deliver to the Trustee an officers' certificate stating that the deposit was not made by us with the intent of preferring the holders of Notes over our other creditors with the intent of defeating, hindering, delaying or defrauding our creditors or creditors of others; and



•

we must deliver to the Trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

Amendment, Supplement and Waiver

    Except as provided in the next two succeeding paragraphs, the Indenture or the Notes may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing default or compliance with any provision of the Indenture or the Notes may be waived with the consent of the holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes).

    Without the consent of each holder affected, an amendment or waiver may not (with respect to any Notes held by a non-consenting holder):

•

reduce the principal amount of Notes whose holders must consent to an amendment, supplement or waiver;



•

reduce the principal of or change the fixed maturity of any Note or alter the provisions with respect to the redemption of the Notes;



•

reduce the rate of or change the time for payment of interest on any Note;



•

waive a Default or Event of Default in the payment of principal of, or interest or premium, or Special Interest, if any, on the Notes (except a rescission of acceleration of the Notes by the holders of at least a majority in aggregate principal amount of the Notes and a waiver of the Payment Default that resulted from such acceleration);



•

make any Note payable in money other than that stated in the Notes;



•

make any change in the provisions of the Indenture relating to waivers of past Defaults or the rights of holders of Notes to receive payments of principal of, or interest, premium or Special Interest, if any, on the Notes;



•

waive a redemption payment with respect to any Note;



•

release any Guarantor from any of its obligations under its subsidiary guarantee or the Indenture, except in accordance with the terms of the Indenture; or



•

make any change in the preceding amendment and waiver provisions.

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    Notwithstanding the preceding, without the consent of any holder of Notes, we, the Guarantors and the Trustee may amend or supplement the Indenture or the Notes:

•

to cure any ambiguity, defect or inconsistency;



•

to provide for uncertificated Notes in addition to or in place of certificated Notes;



•

to provide for the assumption of our obligations to holders of Notes in the case of a merger or consolidation or sale of all or substantially all of our assets;



•

to make any change that would provide any additional rights or benefits to the holders of Notes or that does not adversely affect the legal rights under the Indenture of any such holder; or



•

to comply with requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act.

Satisfaction and Discharge

    The Indenture will be discharged and will cease to be of further effect as to all Notes issued thereunder, when:

•

either:



•

all Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has been deposited in trust and thereafter repaid to us, have been delivered to the Trustee for cancellation; or



•

all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and we or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium and Special Interest, if any, and accrued interest to the date of maturity or redemption;

•

no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which we or any Guarantor is a party or by which we or any Guarantor is bound;



•

we or any Guarantor has paid or caused to be paid all sums payable by it under the Indenture; and



•

we have delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be.

In addition, we must deliver an officers' certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

Concerning the Trustee

    If the Trustee becomes our or any Guarantor's creditor, the Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; provided,

35

however, that if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue or resign.

    The holders of a majority in principal amount of the then outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default occurs and is continuing, the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any holder of Notes, unless such holder has offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Additional Information

    Anyone who receives this prospectus may obtain a copy of the Indenture and Registration Rights Agreement without charge by writing to Univision Communications Inc., 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067, Attention: Corporate Secretary.

Book-Entry, Delivery and Form

    The New Notes initially will be represented by one or more Notes in registered, global form without interest coupons (collectively, the "Global Notes"). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below.

    Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for Notes in certificated form except in the limited circumstances described below. See "—Exchange of Global Notes for Certificated Notes". Except in the limited circumstances described below, owners of beneficial interests in the Global Notes will not be entitled to receive physical delivery of Notes in certificated form.

Depository Procedures

    The following description of the operations and procedures of DTC is provided solely as a matter of convenience. These operations and procedures are solely within the control of DTC and are subject to changes by DTC. We take no responsibility for these operations and procedures and urges investors to contact DTC or its participants directly to discuss these matters.

    DTC has advised us that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

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    DTC has also advised us that, pursuant to procedures established by it:

•

upon deposit of the Global Notes, DTC will credit the accounts of the appropriate Participants with portions of the principal amount of the Global Notes; and



•

ownership of these interests in the Global Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

    The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such Persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a Global Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

    Except as described below, owners of interests in the Global Notes will not have Notes registered in their names, will not receive physical delivery of Notes in certificated form and will not be considered the registered owners or "holders" thereof under the Indenture for any purpose.

    Payments in respect of the principal of, and interest and premium and Special Interest, if any, on a Global Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the Indenture. Under the terms of the Indenture, we and the Trustee will treat the Persons in whose names the Notes, including the Global Notes, are registered as the owners of the Notes for the purpose of receiving payments and for all other purposes. Consequently, neither we, the Trustee nor any agent of us or the Trustee has or will have any responsibility or liability for:

•

any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or



•

any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

    DTC has advised us that its current practice, upon receipt of any payment in respect of securities such as the Notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of Notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or us. Neither we nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the Notes, and we and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

    DTC has advised us that it will take any action permitted to be taken by a holder of Notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Notes and only in respect of such portion of the aggregate principal amount of the Notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the Notes, DTC reserves the right to exchange the Global Notes for legended Notes in certificated form, and to distribute such Notes to its Participants.

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Exchange of Global Notes for Certificated Notes

    A Global Note is exchangeable for definitive Notes in registered certificated form ("Certificated Notes") if:

•

DTC: (a) notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we fail to appoint a successor depositary or (b) has ceased to be a clearing agency registered under the Exchange Act;



•

we, at our option, notify the Trustee in writing that we elect to cause the issuance of the Certificated Notes; or



•

there has occurred and is continuing an Event of Default with respect to the Notes.

In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).

Same Day Settlement and Payment

    We will make payments in respect of the Notes represented by the Global Notes (including principal, premium, if any, interest and Special Interest, if any) by wire transfer of immediately available funds to the accounts specified by the holder. We will make all payments of principal, interest and premium and Special Interest, if any, with respect of the Notes represented by the Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders or, if no such account is specified, by mailing a check to each such holder's registered address. The new Notes represented by the Global Notes are expected to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such Notes will, therefore, be required by DTC to be settled in immediately available funds. We expect that secondary trading in any Certificated Notes will also be settled in immediately available funds.

Governing Law

    The Indenture and the Notes will be governed by, and construed in accordance with, the laws of the State New York.

Certain Definitions

    Set forth below are certain defined terms used in the indenture. Reference is made to the indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

    "Board of Directors" means, with respect to us and our Subsidiaries, as the context may require:

•

with respect to a corporation, the board of directors of the corporation or any committee of that board duly authorized to act thereunder;



•

with respect to a partnership, the board of directors of the general partner of the partnership; and



•

with respect to any other Person, the board or committee of such Person serving a similar function.

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    "Capital Lease Obligation" means, at the time any determination is to be made, the amount of a liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

    "Capital Stock" means:

•

in the case of a corporation, corporate stock;



•

in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;



•

in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and



•

any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

    "Credit Agreement" means that certain Credit Agreement, dated as of July 18, 2001, by and among Univision, the guarantors party thereto and the lenders parties thereto, and BNP Paribas and J.P. Morgan Securities Inc., as joint book managers and joint lead arrangers, and The Chase Manhattan Bank, as administrative agent (as amended through the date of this prospectus), including any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time.

    "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities of Univision or any of its Subsidiaries, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time.

    "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

    "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

"Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit, and which are not callable or redeemable at the option of the issuer thereof.

    "Guarantors" means each of our present and future Subsidiaries that guarantee any of our Credit Facilities. We expect that all of our domestic Subsidiaries as of the closing of this offering will guarantee our new credit facility except (1) Immaterial Subsidiaries and (2) the USA Acquisition Subsidiaries and any entities acquired by such Subsidiaries in the USA Broadcasting acquisition until the repayment of all promissory notes any such subsidiary may issue to USA Broadcasting that must be repaid to complete the purchase of the remaining stations from USA Broadcasting (scheduled for January 2002). At such time as a Subsidiary no longer meets the definition of a Guarantor, it shall cease to be a Guarantor and its guarantee shall be released.

39

    "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under:

•

interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and



•

other agreements or arrangements designed to protect such Person against fluctuations in interest rates.

    "Immaterial Subsidiaries" means our Subsidiaries (other than our subsidiaries that hold an FCC license) which have assets with a book value or fair market value of less than $25.0 million (and the aggregate amount of assets of all such Subsidiaries does not exceed $100.0 million) and are not party to any material contracts.

    "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent:

•

in respect of borrowed money;



•

evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof);



•

in respect of banker's acceptances;



•

representing Capital Lease Obligations;



•

representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or



•

representing any Hedging Obligations;

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the guarantee by the specified Person of any indebtedness of any other Person.

    The amount of any Indebtedness outstanding as of any date will be:

•

the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; and



•

the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness.

    "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

    "Permitted Liens" means:

•

with respect to any Subsidiary, Liens in favor of Univision or any Guarantor;



•

Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Univision or any Subsidiary of Univision; provided that such Liens were in existence before the contemplation of such merger or consolidation and do not extend to any

40

assets other than those of the Person merged into or consolidated with Univision or the Subsidiary;

•

Liens on property existing at the time of acquisition of the property by Univision or any Subsidiary of Univision, provided that such Liens were in existence before the contemplation of such acquisition;



•

Liens to secure Indebtedness represented by Capital Lease Obligations relating to long-term capital leases of satellite transponders used in the business of Univision or any of its Subsidiaries ("Transponder Leases");



•

Liens to secure Indebtedness represented by Capital Lease Obligations (other than Transponder Leases), mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Univision or any of its Subsidiaries, in an aggregate principal amount, including all Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause, not to exceed $100 million at any time outstanding;



•

Liens to secure USA Indebtedness;



•

Liens to secure the performance of bids, trade contracts (other than for borrowed money), statutory obligations, surety or appeal bonds, performance bonds or other obligations of a like nature incurred in the ordinary course of business;



•

Liens existing on the date of the indenture;



•

Liens for taxes, assessments or governmental charges or claims that are not yet delinquent or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded, provided that any reserve or other appropriate provision as is required in conformity with GAAP has been made therefor;



•

Liens incurred in the ordinary course of business of Univision or any Subsidiary of Univision with respect to obligations that do not exceed $50 million at any one time outstanding;



•

Liens arising pursuant to any order of attachment, distraint or similar legal process arising in connection with court proceedings so long as the execution or other enforcement thereof is effectively stayed and claims secured thereby are being contested in good faith by appropriate proceedings;



•

Liens created by operation of law not securing the payment of Indebtedness for money borrowed or guaranteed, including carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 45 days or which are being contested in good faith by appropriate proceedings;



•

pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;



•

easements, rights-of-way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, would not cause a material adverse effect on our and our Subsidiaries' business, operations, property, condition or prospects, taken as a whole;



•

leases and subleases of real property which do not materially interfere with the ordinary conduct of our or our Subsidiaries' business;

41

•

Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by us or our Subsidiaries in the ordinary course of business;



•

Liens securing the Notes, Exchange Notes and subsidiary guarantees; and



•

Liens securing any Indebtedness incurred to refinance, refund, replace, renew, repay or extend any Indebtedness that was previously so secured, provided that any such Lien is limited to all or part of the same property or assets (plus improvements, accessions, proceeds or dividends or distributions in respect thereof) that secured (or, under the written arrangements under which the original Lien arose, could secure) the Indebtedness being refinanced.

    "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity.

    "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

    "Subsidiary" means, with respect to any specified Person:

•

any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and



•

any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof).

    "USA Acquisition Subsidiaries" means any wholly-owned Subsidiaries of Univision which are formed for the sole purpose of acquiring stock of subsidiaries we are purchasing from USA Broadcasting and that issue a promissory note to USA Broadcasting in payment of the purchase price for such subsidiaries, provided that, immediately following such acquisition, the assets of such Subsidiary are limited to the stock acquired in such acquisition.

    "USA Indebtedness" means Indebtedness incurred by a USA Acquisition Subsidiary which is not and will not be guaranteed by Univision or any of its Subsidiaries.

REGISTRATION RIGHTS

    Based on existing interpretations of the Securities Act by the staff of the SEC's Division of Corporation Finance (the "Staff") set forth in several no-action letters to third parties, and subject to the immediately following sentence, we believe that the new Notes issued pursuant to the exchange offer may be offered for resale, resold and otherwise transferred by the holders thereof (other than holders who are broker-dealers) without further compliance with the registration and prospectus delivery provisions of the Securities Act (subject to certain representations required to be made by each holder of the Notes, as described above). However, any purchaser of Notes (A) who is an affiliate of us or the Guarantors (B) who did not acquire the new Notes to be received in the ordinary course of business or (C) who intends to participate in the exchange offer for the purpose of distributing new Notes, or any broker-dealer who purchased Notes to resell pursuant to Rule 144A or any other available exemption under the Securities Act (x) will not be able to rely on the interpretation of the Staff set forth in the above-mentioned no-action letters, (y) will not be entitled to tender its Notes in the exchange offer and (z) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Notes unless such sale or transfer is made pursuant to an exemption from such requirements. We do not intend to seek our own no-action

42

letter, and there can be no assurance that the Staff would make a similar determination with respect to the new Notes as it has in such no-action letters issued to other parties.

    Any holder (other than certain specified holders) who wishes to exchange old Notes for new Notes in the exchange offer will be required to represent that (i) it is not an affiliate of us or the Guarantors or if it is an affiliate, that it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (ii) the new Notes to be received by it will be acquired in the ordinary course of its business and (iii) at the time of the exchange offer, it has no arrangement with any person to participate in the distribution (within the meaning of the Securities Act) of the new Notes. In addition, in connection with any resales of new Notes, any broker-dealer who acquired the Notes for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The SEC has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new Notes with this prospectus. Under the Registration Rights Agreement, Univision and the Guarantors are required to allow participating broker-dealers and other persons, if any, subject to similar prospectus delivery requirements to use this prospectus in connection with the resale of the new Notes.

    If this exchange offer is not available to any holder of Notes, we and the Guarantors shall file under the Securities Act as soon as practicable, but no later than 30 days after the time such obligation to file arises, a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Notes, pursuant to Rule 415 under the Securities Act or any similar rule that may be adopted by the SEC (such filing, the "Shelf Registration" and such registration statement, the "Shelf Registration Statement").

    In the event that (i) we and the Guarantors have not filed the Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to the provisions of the Registration Rights Agreement, (ii) such Shelf Registration Statement has not become effective or been declared effective by the SEC on or before the date on which such registration statement is required to become or be declared effective pursuant to the provisions of the Registration Rights Agreement or (iii) the Shelf Registration Statement required by the provisions of the Registration Rights Agreement is filed and declared effective but shall thereafter either be withdrawn by us or the Guarantors or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted by the Registration Rights Agreement) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iii), a "Registration Default"), then, as liquidated damages for such Registration Default, subject to the provisions of the Registration Rights Agreement, special interest ("Special Interest"), in addition to the interest that would otherwise accrue on the Notes, shall accrue on the Notes that are then not transferable without restriction under the Securities Act, at an annual rate of 0.25% for the first 90 days of the Registration Default period, 0.50% for the second 90 days of the registration Default period, 0.75% for the third 90 days of the Registration Default period and 1.0% thereafter. Special Interest on such Notes shall cease to accrue (A) in the case of clause (i) above, upon the filing of the Shelf Registration Statement, (B) in the case of clause (ii) above, upon the effectiveness of the Shelf Registration Statement, (C) in the case of clause (iii) above, upon the cessation of the stop order suspending the effectiveness of such Shelf Registration Statement and (D) other than with respect to a holder that is an affiliate of Univision, upon the expiration of two years (or such shorter period as may be prescribed by Rule 144(k) under the Securities Act, or any successor provision thereof) commencing on July 18, 2001.

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    In the event of a Shelf Registration, in addition to the information required to be provided by each electing holder in its notice questionnaire, we and the Guarantors may require such electing holder to furnish to us such additional information regarding such electing holder and such electing holder's intended method of distribution of Notes as may be required in order to comply with the Securities Act. Each such electing holder agrees to notify us as promptly as practicable of any inaccuracy or change in information previously furnished by such electing holder to us or the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such electing holder or such electing holder's intended method of disposition of such Notes or omits to state any material fact regarding such electing holder or such electing holder's intended method of disposition of such Notes required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to us any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such election holder or the disposition of such Notes, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.

    Each holder will be required to deliver information to be used in connection with the Shelf Registration Statement, if any, in order to be entitled to be named as a selling security holder in the Shelf Registration Statement. A holder that sells Notes pursuant to the Shelf Registration Statement generally will be required to be named as a selling security holder in the related prospectus and to deliver a prospectus to purchasers and will be subject to certain of the civil liability provisions under the Securities Act in connection with such sales.

CERTAIN U.S. FEDERAL TAX CONSIDERATIONS

    The following is a summary of certain U.S. federal tax consequences applicable to the exchange of old Notes for new Notes in the exchange offer and the beneficial ownership and disposition of new Notes. This summary does not discuss tax considerations applicable to subsequent purchasers of new Notes. This summary is based on the Internal Revenue Code of 1986, as amended (the "Code"), regulations issued thereunder, and rulings and decisions now in effect, all of which are subject to change, possibly with retroactive effect. Any such change may adversely affect the federal tax consequences described herein.

    Except as specifically discussed below regarding Non-U.S. Holders (as defined below), this summary applies only to U.S. Holders (as defined below) that are beneficial owners of old or new Notes, and that hold old Notes and will hold new Notes as "capital assets" (within the meaning of Section 1221 of the Code). This summary does not address tax considerations applicable to an investor's particular circumstances or to investors that may be subject to special tax rules such as (a) financial institutions, (b) holders subject to the alternative minimum tax, (c) tax-exempt organizations, (d) regulated investment companies, (e) insurance companies, (f) U.S. expatriates, (g) investors whose functional currency is not the U.S. dollar, (h) dealers in securities or currencies, (i) persons that will hold notes as a position in a hedging transaction, "straddle" or "conversion transaction" for tax purposes, or (j) persons deemed to sell notes under the constructive sale provisions of the Code.

    For purposes of this summary, a U.S. Holder means a beneficial owner of an old Note or a new Note that is:

(1)

an individual who is a citizen or resident of the U.S.;



(2)

a corporation or partnership (or any other entity treated as a corporation or partnership for U.S. federal income tax purposes) created or organized in the U.S. or any state or political subdivision thereof;

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(3)

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or



(4)

a trust, if a court within the U.S. is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

    A Non-U.S. Holder is a beneficial owner of an old Note or a new Note that is not a U.S. Holder.

    CURRENT AND PROSPECTIVE HOLDERS OF OLD NOTES AND NEW NOTES SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE APPLICATION OF U.S. FEDERAL TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY CONSEQUENCES OF THE EXCHANGE OF THE OLD NOTES FOR NEW NOTES AND OF THE BENEFICIAL OWNERSHIP AND DISPOSITION OF NEW NOTES ARISING UNDER THE LAWS OF ANY STATE OR OTHER TAXING JURISDICTION.

U.S. Federal Income Tax Consequences of the Exchange Offer

    The exchange of old Notes for new Notes pursuant to the exchange offer will not be a taxable event for U.S. federal income tax purposes. U.S. Holders and Non-U.S. Holders will not recognize any taxable gain or loss as a result of such exchange and will have the same tax basis and holding period in the new Notes as they had in the old Notes immediately before the exchange.

U.S. Federal Income Tax Consequences of Holding New Notes

    Treatment of Interest.  Interest paid on the new Notes will be included in the income of a U.S. Holder as ordinary interest income at the time the interest is accrued or received, in accordance with the holder's regular method of accounting.

    Market Discount.  If a U.S. Holder holds old Notes that were acquired at a price below their stated redemption price at maturity by more than a de minimis amount (generally 0.25% of the stated redemption price multiplied by the number of complete years to maturity), the amount of the difference is treated as "market discount." When old Notes with market discount are exchanged for new Notes, the market discount will carry over to the new Notes, and any gain on the subsequent sale, exchange or retirement of the new Notes, or any principal payment on the new Notes, will be treated as ordinary income to the extent of the accrued market discount that has not previously been included in income, unless the U.S. Holder elects to accrue market discount in income on a current basis (the "current income election"). Market discount is normally accrued on a straight-line basis, but U.S. Holders may elect to use a constant yield method of accrual instead. A U.S. Holder that does not make the current income election will be required to defer deductions for a portion of its interest expense on any indebtedness incurred to purchase the old Notes that were exchanged or to carry the new Notes.

Amortization of Bond Premium. A U.S. Holder whose tax basis immediately after its acquisition of new Notes exceeds the sum of all remaining payments other than qualified stated interest payable on the Notes will be considered to have purchased such notes with "bond premium" equal in amount to such excess. Such U.S. Holders may elect to amortize the bond premium by offsetting it against qualified stated interest income. The offset will be calculated for each accrual period using constant yield principles, but the offset for an accrual period will be taken into account only when the U.S. Holders take the corresponding qualified stated interest income into account under their regular method of accounting. If the amount of bond premium available for offset on a new Note is greater than the corresponding amount of qualified stated interest, the excess bond premium will be allowed as a deduction to the extent the U.S. Holder included in income in prior accrual periods interest income in excess of bond premium deductions with respect to the Note. Excess bond premium not allowed as a deduction will carry forward to future accrual periods.

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Sale or Other Disposition of New Notes

    Upon the sale, retirement or other taxable disposition of a new Note, a U.S. Holder will recognize taxable gain or loss equal to the difference between (a) the amount of the cash and the fair market value of any property received on the sale, retirement or other taxable disposition (not including any amount attributable to accrued but unpaid interest or accrued market discount not previously included in income) and (b) the U.S. Holder's adjusted tax basis in the new Note. A U.S. Holder's adjusted tax basis in a new Note generally will be equal to the cost of the Note to such U.S. Holder, increased by the amount of any market discount previously included in income by the U.S. Holder and reduced by the amount of any payments received by the U.S. Holder, other than payments of qualified stated interest, and by the amount of amortizable bond premium taken into account. Subject to the discussion of market discount above, gain or loss realized on the sale, retirement or other taxable disposition of a new Note will be capital gain or loss.

U.S. Federal Income Tax Consequences to Non-U.S. Holders

    Subject to the discussion of backup withholding below:

•

Payments of principal and interest on a new Note to a Non-U.S. Holder will not be subject to U.S. federal income or withholding tax, provided that, in the case of interest:



1.

the payments are not effectively connected with the conduct of a U.S. trade or business;



2.

the Non-U.S. Holder does not actually or constructively own 10% or more of the total combined voting power of all classes of Univision stock entitled to vote;



3.

the Non-U.S. Holder is not (a) a controlled foreign corporation related to Univision through stock ownership, (b) a bank receiving interest pursuant to a loan agreement entered into in the ordinary course of its trade or business, or (c) a foreign tax exempt organization or a foreign private foundation for U.S. federal income tax purposes; and



4.

before payment, a statement (generally made on a properly completed and duly executed IRS Form W-8BEN) is received certifying that the beneficial owner of the new Note is not a U.S. person.

A 30% withholding tax will generally apply to payments of interest on a new Note to a Non-U.S. Holder unless (a) the above conditions are satisfied, or (b) an applicable income tax treaty reduces or eliminates such tax or the interest is effectively connected with a U.S. trade or business of such Non-U.S. Holder, and the Non-U.S. Holder provides an appropriate statement to that effect (generally, a properly completed and duly executed W-8BEN or W-8ECI, respectively). If the interest is effectively connected with the conduct of a U.S. trade or business of the Non-U.S. Holder, such holder generally will be subject to U.S. federal income tax with respect to all income from new Notes at the rates applicable to U.S. taxpayers, and if such Non-U.S. Holder is a corporation, it could be subject to a branch profits tax on all or a portion of such income.

•

A Non-U.S. Holder of a Note will not be subject to U.S. federal income or withholding tax on gain realized on the sale, exchange or retirement of a new Note unless:



1.

the gain is effectively connected with the conduct of a U.S. trade or business of the Non-U.S. Holder; or



2.

the Non-U.S. Holder is an individual who is present in the U.S. for 183 days or more during the taxable year and certain other conditions are met.

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•

A new Note held by the estate of an individual, who at the time of death is not a citizen or resident of the U.S. (as defined for U.S. federal estate tax purposes), will not be included in the estate of such individual for U.S. federal estate tax purposes unless:



1.

the individual actually or constructively owns 10% or more of the total combined voting power of all classes of stock of Univision entitled to vote; or



2.

the interest received on the new Note is effectively connected with the conduct of a U.S. trade or business.

U.S. Information Reporting Requirements and Backup Withholding Tax

    We will report to the holders and the IRS the amount of any interest paid on the new Notes in each calendar year and the amounts of tax withheld, if any, with respect to the payments where required.

    A U.S. Holder may be subject to backup withholding of U.S. federal income tax with respect to interest payments made on the new Notes and gross proceeds from the sale, exchange or retirement of the new Notes unless the U.S. Holder is an "exempt recipient" (such as, generally, corporations, tax-exempt organizations, qualified pension and profit sharing trusts, and individual retirement accounts), or provides a properly completed and duly executed IRS Form W-9, which identifies the U.S. Holder, shows the U.S. Holder's taxpayer identification number, and certifies that the U.S. Holder is not subject to backup withholding.

    A Non-U.S. Holder who has provided the form and certifications mentioned above or who has otherwise established an exemption will generally not be subject to backup withholding tax if neither Univision nor its agent has actual knowledge or reason to know that any information in those forms and certifications is unreliable or that the conditions of the exemption are in fact not satisfied.

    The payment of proceeds to a Non-U.S. Holder from the sale or other disposition of a new Note to or through a foreign office of a broker will not be subject to information reporting or backup withholding. However, information reporting, but not backup withholding, may apply to those payments if the broker is one of the following:

(1)

a U.S. person;



(2)

a controlled foreign corporation for U.S. tax purposes;



(3)

a foreign person, 50 percent or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding the payment was effectively connected with a U.S. trade or business; or



(4)

a foreign partnership with specified connections to the U.S.

    The payment of proceeds to a Non-U.S. Holder from a sale or other disposition of a new Note to or through the U.S. office of a broker is subject to information reporting and backup withholding unless the holder or beneficial owner provides the certifications described above or otherwise establishes an exemption from information reporting and backup withholding.

    Under current law, the backup withholding rate is 30.5%. Pursuant to the Economic Growth and Tax Relief Reconciliation Act of 2001, the backup withholding rate will be gradually reduced each year until 2006, when the backup withholding rate will be 28%.

    Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a holder of a new Note will be allowed as a refund or credit against such holder's U.S. federal income tax provided that the required information is furnished to the IRS in a timely manner.

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    THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH CURRENT OR PROSPECTIVE INVESTOR SHOULD CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR U.S. FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES OF EXCHANGING OLD NOTES FOR NEW NOTES, AND HOLDING AND DISPOSING OF THE NEW NOTES. TAX ADVISORS SHOULD ALSO BE CONSULTED AS TO THE U.S. ESTATE AND GIFT TAX CONSEQUENCES, BACKUP WITHHOLDING TAX CONSEQUENCES AND THE FOREIGN TAX CONSEQUENCES OF EXCHANGING OLD NOTES FOR NEW NOTES, AND HOLDING AND DISPOSING OF THE NEW NOTES, AS WELL AS THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

PLAN OF DISTRIBUTION

    Each Participating Broker-Dealer that receives new Notes for its own account in the exchange offer must acknowledge that it acquired the old Notes for its own account as a result of market-making or other trading activities and must agree that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. See "REGISTRATION RIGHTS." A Participating Broker-Dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of new Notes received in exchange for old Notes, where the old Notes, as the case may be, were acquired as a result of market-making activities or other trading activities. Under the Registration Rights Agreement, we have agreed that for a period of 180 calendar days after the Expiration Date, we will make this prospectus, as amended or supplemented, available to any Participating Broker-Dealer for use in connection with any resale of new Notes.

    We will not receive any proceeds from any sale of the new Notes by any Participating Broker-Dealer. New Notes received by Participating Broker-Dealers for their own account in the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new Notes, as the case may be, or a combination of the methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such Participating Broker-Dealer and/or the purchasers of the new Notes. Any Participating Broker-Dealer that resells new Notes that were received by it for its own account in the exchange offer and any broker or dealer that participates in a distribution of the new Notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of new Notes and any commissions or concessions received by those persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a Participating Broker-Dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

    For a period of 180 calendar days after closing of the exchange offer, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any Participating Broker-Dealer that requests the documents in the letter of transmittal. We have agreed to pay all expenses incident to our performance of, or compliance with, the Registration Rights Agreement and all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the old Notes, but excluding commissions or concessions of any brokers or dealers, and will indemnify the holders, including any broker-dealers, and certain parties related to the holders against certain liabilities, including liabilities under the Securities Act.

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    We have not entered into any arrangements or understandings with any person to distribute the new Notes to be received in the exchange offer.

LEGAL MATTERS

    Various legal matters with respect to the Notes being offered hereby will be passed upon for us and the Guarantors by O'Melveny & Myers LLP, Los Angeles, California. Attorneys at O'Melveny & Myers LLP involved in this offering own 15,888 shares of our common stock.

EXPERTS

    The consolidated financial statements and schedules of Univision Communications Inc. for the year ended December 31, 2000 included in Univision's Annual Report on Form 10-K filed with the SEC on March 30, 2001, incorporated by reference in this prospectus and the registration statement have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their report with respect thereto, and are included herein in reliance upon the authority of said firm as experts in giving said reports.

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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

    Our certificate of incorporation provides that our directors shall not be liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exemption from such liability or limitation thereof is not permitted under the Delaware General Corporation Law. Under Delaware law, liability of a director may not be limited (a) for any breach of the director's duty of loyalty to us or our stockholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) in respect of certain unlawful dividend payments or stock redemptions or repurchases and (d) for any transaction from which the director derives an improper personal benefit. The effect of the provisions of our certificate of incorporation is to eliminate the rights of us and our stockholders (through stockholders' derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior), except in the situations described in clauses (a) through (d) above. This provision does not limit or eliminate our rights or the rights of any stockholder to seek nonmonetary relief, such as an injunction or rescission, in the event of a breach of a director's duty of care. In addition, our certificate of incorporation provides that we shall indemnify our directors, officers, employees and agents against losses incurred by any such person because such person was acting in such capacity.

    We have entered into contracts with each of our directors, officers, employees and agents pursuant to which we have agreed to indemnify such director, officer, employee and/or agent against all costs, charges, expenses, liabilities and losses actually and reasonably incurred or suffered by such person in or arising out of such person's capacity as a director, officer, employee and/or agent of us or any other corporation of which such person is a director or officer at our request to the maximum extent provided by applicable law. In addition, such director, officer, employee and/or agent is entitled to an advance of expenses to the maximum extent authorized or permitted by law.

    To the extent that our board of directors or our stockholders wish to limit or repeal our ability to provide indemnification as set forth in our certificate of incorporation, such repeal or limitation may not in any way diminish any rights to indemnification of such director, officer, employee or agent or our obligations arising thereunder with respect to any action, suit or proceeding arising out of, or relating to, any actions, transactions or facts occurring before the final adoption of such modification or repeal. It is anticipated that similar contracts may be entered into, from time to time, with our future directors and officers.

Item 21. Exhibits and Financial Statement Schedules

Exhibit No.	Description
(1)	Purchase Agreement, dated as of July 13, 2001, by and among Univision Communications Inc., the Guarantors and Goldman, Sachs & Co., as representative of the initial purchasers named therein
(4-A)	Exchange and Registration Rights Agreement, dated as of July 18, 2001, by and among Univision Communications Inc., the Guarantors and Goldman, Sachs & Co., as representative of the initial purchasers named therein
(4-B)	Forms of Letter of Transmittal, Broker Letters and Notice of Guaranteed Delivery
(4-C)	Indenture, dated as of July 18, 2001, among Univision Communications Inc. and The Bank of New York as Trustee

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(4-D)	Form of Supplemental Indenture to be delivered by additional guarantors, among Univision Communications Inc., the Guaranteeing Subsidiaries to be named therein, and the Bank of New York as Trustee
(5)	Opinion of O'Melveny & Myers LLP as to legality of the securities being registered
(8)	Opinion of O'Melveny & Myers LLP with respect to certain tax matters
(12)	Calculation of ratio of earnings to fixed charges
(21)	Subsidiaries of Univision Communications Inc.
(23-A)	Consent of Arthur Andersen LLP
(23-B)	Consent of O'Melveny & Myers LLP (included in Exhibit 5)
(24)	Power of Attorney (included on Signature Pages)
(25)	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939

Item 22. Undertakings

    The undersigned registrant hereby undertakes:

(A)(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act, unless the information required to be included in such post-effective amendment is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference;



(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act and incorporated herein by reference. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement;



(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)

That, for the purpose of determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bone fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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    The undersigned hereby undertakes:

    (B)(1)  That before any public reoffering of the securities registered hereunder through the use of a prospects which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) under the Securities Act, the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

    (2) That every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415 under the Securities Act, will be filed as part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under Securities Act, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.

    (C) The undersigned hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated by first class mail or other equally prompt means. This includes information contained in the documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

    (D) The undersigned hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

    (E) The registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

    (F) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES; POWER OF ATTORNEY

UNIVISION COMMUNICATIONS INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision Communications Inc. has duly caused this Registration Statement to be signed on its own behalf and as general partner on behalf of The Univision Network Limited Partnership by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION COMMUNICATIONS INC., for itself and as general partner of The Univision Network Limited Partnership
By:	/s/ C. DOUGLAS KRANWINKLE C. Douglas Kranwinkle Executive Vice President and General Counsel

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision Communications Inc. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
/s/ GEORGE W. BLANK George W. Blank	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)
José A. Bastón Patiño	Director
/s/ HAROLD GABA Harold Gaba	Director

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/s/ ALAN F. HORN Alan F. Horn	Director
/s/ JOHN G. PERENCHIO John G. Perenchio	Director
/s/ ALEJANDRO RIVERA Alejandro Rivera	Director
/s/ RAY RODRIGUEZ Ray Rodriguez	Director
Juan Villalonga	Director

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SUNSHINE ACQUISITION CORP.

    Pursuant to the requirements of the Securities Act of 1933, Sunshine Acquisition Corp. has duly caused this Registration Statement to be signed on its own behalf and as general partner on behalf of Sunshine Acquisition L.P. by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

SUNSHINE ACQUISITION CORP., for itself and as general partner of Sunshine Acquisition L.P.
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Vice President and Secretary

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Sunshine Acquisition Corp. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	President (Principal Executive Officer) and Sole Director
/s/ GEORGE W. BLANK George W. Blank	Chief Financial Officer (Principal Financial Officer and Accounting Officer)

55

PTI HOLDINGS, INC.

    Pursuant to the requirements of the Securities Act of 1933, PTI Holdings, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

PTI HOLDINGS, INC.
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Vice President and Secretary

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	PTI Holdings, Inc. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	President (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Vice President and Treasurer (Principal Financial Officer and Accounting Officer)
/s/ ROBERT V. CAHILL Robert V. Cahill	Director

56

UNIVISION TELEVISION GROUP, INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision Television Group, Inc. has duly caused this Registration Statement to be signed on its own behalf and as controlling general partner on behalf of each of the following co-registrants: (i) KWEX License Partnership, G.P.; (ii) KUVN License Partnership, G.P.; (iii) KMEX License Partnership, G.P.; (iv) KDTV License Partnership, G.P.; (v) KFTV License Partnership, G.P.; (vi) KTVW License Partnership, G.P.; (vii) KXLN License Partnership, G.P.; (viii) WGBO License Partnership, G.P.; (ix) WXTV License Partnership, G.P.; (x) WLTV License Partnership, G.P.; (xi) KUVS License Partnership, G.P.; and (xii) KUVI License Partnership, G.P. (collectively, the "Licensee Partnerships"), by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION TELEVISION GROUP, INC. for itself and as controlling general partner of the Licensee Partnerships
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Vice President and Secretary

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision Television Group, Inc. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chairman of the Board and Chief Executive Officer (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Accounting Officer)
/s/ ROBERT V. CAHILL Robert V. Cahill	Director

57

GALAVISION, INC.

    Pursuant to the requirements of the Securities Act of 1933, Galavision, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

GALAVISION, INC.
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Chairman of the Board

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Galavision, Inc. Title
/s/ ROBERT V. CAHILL Robert V. Cahill	Chairman of the Board (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Treasurer (Principal Financial Officer and Accounting Officer)
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Director

58

UNIVISION-EV HOLDINGS, LLC

    Pursuant to the requirements of the Securities Act of 1933, Univision-EV Holdings, LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION-EV HOLDINGS, LLC
By:	/s/ GEORGE W. BLANK George W. Blank Manager

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision E-V Holdings, LLC Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chief Executive Officer (Principal Executive Officer) and Manager
/s/ GEORGE W. BLANK George W. Blank	Chief Financial Officer (Principal Financial Officer and Accounting Officer) and Manager
/s/ ROBERT V. CAHILL Robert V. Cahill	Manager

59

UNIVISION ONLINE, INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision Online, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION ONLINE, INC.
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Vice President and Secretary

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision Online, Inc. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chief Executive Officer (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Accounting Officer)
/s/ ROBERT V. CAHILL Robert V. Cahill	Director

60

UNIVISION MUSIC, INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision Music, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION MUSIC, INC.
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Vice President and Secretary

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision Music, Inc. Title
/s/ JOSE BEHAR Jose Behar	President and Chief Executive Officer (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer and Accounting Officer)
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Director
/s/ ROBERT V. CAHILL Robert V. Cahill	Director

61

TELEFUTURA

    Pursuant to the requirements of the Securities Act of 1933, Telefutura has duly caused this Registration Statement to be signed on its own behalf and as sole member on behalf of Station Works LLC by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

TELEFUTURA, for itself and as sole member of Station Works LLC
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Executive Vice President

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Telefutura Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Chief Financial Officer (Principal Financial Officer and Accounting Officer) and Director

62

UNIVISION OF DALLAS INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision of Dallas Inc. has duly caused this Registration Statement to be signed on its own behalf and as managing general partner on behalf of Univision Partnership of Dallas (in its capacity as the sole member of Univision Dallas LLC) by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION OF DALLAS INC., for itself and as managing general partner of Univision Partnership of Dallas (in its capacity as sole member of Univision Dallas LLC)
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Executive Vice President

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision of Dallas Inc. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chief Executive Officer (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Chief Financial Officer (Principal Financial Officer and Accounting Officer) and Director
/s/ ROBERT V. CAHILL Robert V. Cahill	Director

63

UNIVISION OF ATLANTA INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision of Atlanta Inc. has duly caused this Registration Statement to be signed on its own behalf and as managing general partner on behalf of Univision Partnership of Atlanta (in its capacity as the sole member of Atlanta Station LLC) by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION OF ATLANTA INC., for itself and as managing general partner of Univision Partnership of Atlanta (in its capacity as sole member of Atlanta Station LLC)
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Executive Vice President

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision of Atlanta Inc. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chief Executive Officer (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Chief Financial Officer (Principal Financial Officer and Accounting Officer) and Director
/s/ ROBERT V. CAHILL Robert V. Cahill	Director

64

UNIVISION OF HOLLYWOOD, FLORIDA INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision of Hollywood, Florida Inc. has duly caused this Registration Statement to be signed on its own behalf and as managing general partner on behalf of Univision Partnership of Hollywood, Florida (in its capacity as the sole member of Hollywood Florida Station LLC) by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION OF HOLLYWOOD, FLORIDA INC., for itself and as managing general partner of Univision Partnership of Hollywood, Florida (in its capacity as sole member of Hollywood, Florida Station LLC)
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Executive Vice President

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision of Hollywood, Florida Inc. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chief Executive Officer (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Chief Financial Officer (Principal Financial Officer and Accounting Officer) and Director
/s/ ROBERT V. CAHILL Robert V. Cahill	Director

65

UNIVISION SPANISH MEDIA INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision Spanish Media Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION SPANISH MEDIA INC.
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Executive Vice President

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision Spanish Media Inc. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chief Executive Officer (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Chief Financial Officer (Principal Financial Officer and Accounting Officer) and Director
/s/ ROBERT V. CAHILL Robert V. Cahill	Director

66

UNIVISION OF PUERTO RICO INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision of Puerto Rico Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION OF PUERTO RICO
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Executive Vice President

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision of Puerto Rico Inc. Title
/s/ A. JERROLD PERENCHIO A. Jerrold Perenchio	Chairman, President and Chief Executive Officer (Principal Executive Officer)
/s/ GEORGE W. BLANK George W. Blank	Chief Financial Officer (Principal Financial Officer and Accounting Officer)
/s/ ROBERT V. CAHILL Robert V. Cahill	Director

67

UNIVISION OF NEW JERSEY INC.

    Pursuant to the requirements of the Securities Act of 1933, Univision of New Jersey Inc. has duly caused this Registration Statement to be signed on its own behalf and as managing general partner on behalf of Univision Partnership of New Jersey (in its capacity as the sole member of New Jersey Station LLC) by the undersigned, thereunto duly authorized, in the City of Los Angeles, State of California, on the 9th day of October, 2001.

UNIVISION OF NEW JERSEY INC., for itself and as managing general partner of Univision Partnership of New Jersey (in its capacity as sole member of New Jersey Station LLC)
By:	/s/ ROBERT V. CAHILL Robert V. Cahill Chairman, President and Chief Executive Officer

    KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George W. Blank, Robert V. Cahill and C. Douglas Kranwinkle, and each or any of them, as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to be done by virtue hereof.

    Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on the 9th day of October, 2001.

Signature	Univision of New Jersey Inc. Title
/s/ ROBERT V. CAHILL Robert V. Cahill	Chairman, President and Chief Executive Officer (Principal Executive Officer) and Director
/s/ GEORGE W. BLANK George W. Blank	Treasurer (Principal Financial Officer and Accounting Officer)
/s/ C. DOUGLAS KRANWINKLE C. Douglas Kranwinkle	Director

68

EXHIBIT INDEX

Exhibit No.	Description
(1)	Purchase Agreement, dated as of July 13, 2001, by and among Univision Communications Inc., the Guarantors and Goldman, Sachs & Co., as representative of the initial purchasers named therein
(4-A)	Exchange and Registration Rights Agreement, dated as of July 18, 2001, by and among Univision Communications Inc., the Guarantors and Goldman, Sachs & Co., as representative of the initial purchasers named therein
(4-B)	Forms of Letter of Transmittal, Broker Letters and Notice of Guaranteed Delivery
(4-C)	Indenture, dated as of July 18, 2001, among Univision Communications Inc. and The Bank of New York as Trustee
(4-D)	Form of Supplemental Indenture to be delivered by additional guarantors, among Univision Communications Inc., the Guaranteeing Subsidiaries to be named therein, and the Bank of New York as Trustee
(5)	Opinion of O'Melveny & Myers LLP as to legality of the securities being registered
(8)	Opinion of O'Melveny & Myers LLP with respect to certain tax matters
(12)	Calculation of ratio of earnings to fixed charges
(21)	Subsidiaries of Univision Communications Inc.
(23-A)	Consent of Arthur Andersen LLP
(23-B)	Consent of O'Melveny & Myers LLP (included in Exhibit 5)
(24)	Power of Attorney (included on Signature Pages)
(25)	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939

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TABLE OF CO-REGISTRANTS
TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
FORWARD-LOOKING INFORMATION MAY PROVE INACCURATE
PROSPECTUS SUMMARY
Selected Historical Consolidated Financial Data
RISK FACTORS
Risk Factors Related To The Exchange
Risks Related to Our Indebtedness and the Notes
Risks Related to Our Business
THE EXCHANGE OFFER
RATIO OF EARNINGS TO FIXED CHARGES
DESCRIPTION OF NEW NOTES
REGISTRATION RIGHTS
CERTAIN U.S. FEDERAL TAX CONSIDERATIONS
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES; POWER OF ATTORNEY
EXHIBIT INDEX

EX-1

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UNIVISION COMMUNICATIONS INC.

7.85% Notes due 2011

unconditionally guaranteed as to the payment of
principal, premium, if any, and interest by the
guarantors listed on Schedule II hereto

Purchase Agreement

July 13, 2001

Goldman, Sachs & Co.,
As representative (the "Representative") of
  the several Purchasers named in Schedule I hereto,
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

    Univision Communications Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of $500,000,000 principal amount of the Notes specified above (the "Notes"). The Notes will be unconditionally guaranteed as to the payment of principal, premium, if any, and interest (the "Guarantees") by each of the entities listed on Schedule II hereto (each a "Guarantor" and collectively the "Guarantors"). The Notes and the Guarantees are hereinafter collectively called the "Securities".

    1.  Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agrees with, each of the Purchasers that:

(a)

A preliminary offering circular, dated June 28, 2001 (the "Preliminary Offering Circular") and an offering circular, dated July 13, 2001 (the "Offering Circular"), have been prepared in connection with the offering of the Securities. Any reference to the Preliminary Offering Circular or the Offering Circular shall be deemed to refer to and include the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001, Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 and Current Reports on Form 8-K filed on June 18, 2001 and June 26, 2001, and all subsequent documents filed with the United States Securities and Exchange Commission (the "Commission") pursuant to Section 13(a), 13(c) or 15(d) of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act") on or prior to the date of the Preliminary Offering Circular or the Offering Circular, as the case may be, and any reference to the Preliminary Offering Circular or the Offering Circular, as the case may be, as amended or supplemented, as of any specified date, shall be deemed to include (i) any documents filed with the Commission pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act after the date of the Preliminary Offering Circular or the Offering Circular, as the case may be, and prior to such specified date and (ii) any Additional Issuer Information (as defined in Section 5(f)) furnished by the Company prior to the completion of the distribution of the Securities; and all documents filed under the Exchange Act and so deemed to be included in the Preliminary Offering Circular or the Offering Circular, as the case may be, or any amendment or supplement thereto are hereinafter called the "Exchange Act Reports". The Exchange Act Reports, when they were or

1

are filed with the Commission, conformed or will conform in all material respects to the applicable requirements of the Exchange Act and the applicable rules and regulations of the Commission thereunder. The Preliminary Offering Circular or the Offering Circular and any amendments or supplements thereto and the Exchange Act Reports did not and will not, as of their respective dates, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a Purchaser through Goldman, Sachs & Co. expressly for use therein;

(b)

Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Offering Circular any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Circular; and, since the respective dates as of which information is given in the Offering Circular, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, in each case otherwise than as set forth or contemplated in the Offering Circular;



(c)

Except as otherwise set forth in the Offering Circular or such as are not material to the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, the Company and each of its subsidiaries has good and marketable title, free and clear of all liens, claims, encumbrances and restrictions (except liens, claims, encumbrances or restrictions contemplated by that certain credit agreement to be entered into concurrently with the Time of Delivery by and among the Company, certain subsidiaries of the Company, the lenders party thereto, and BNP Paribas and J.P. Morgan Securities Inc., as joint book managers and joint lead arrangers, and The Chase Manhattan Bank, as administrative agent (the "New Credit Facility"), and liens for taxes not yet due and payable), to all property and assets described in the Offering Circular as being owned by it. All leases to which the Company or any of its subsidiaries is a party are valid and binding and no default has occurred or is continuing thereunder which might result in any material adverse change in the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, and the Company and its subsidiaries enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or such subsidiary;



(d)

Each of the Company and its corporate subsidiaries has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to carry on its business as it is currently being conducted and to own, lease and operate its properties, and each is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. Each of the Company's subsidiaries that is a partnership is a duly formed general or limited partnership, as the case may be, and is validly existing as a general or limited partnership, as the case may be, under the laws of the state of its organization, with full partnership power and authority to carry on its business as it is currently being conducted

2

and to own, lease and operate its properties, and each is duly qualified and is in good standing as a foreign partnership authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole;

(e)

The Company has an authorized capitalization as set forth in the Offering Circular, and all the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive or similar rights. All of the outstanding shares of capital stock of each of the Company's corporate subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable, and all of the outstanding partnership interests in each of the Company's subsidiaries which is a partnership have been duly authorized by such partnership, and all of such shares of capital stock and partnership interests owned directly or indirectly of record by the Company, are owned free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature, except for those contemplated by the Company's New Credit Facility;



(f)

The Securities have been duly authorized and, when issued and delivered pursuant to this Agreement, will have been duly executed, authenticated, issued and delivered and will constitute legally valid and binding obligations of the Company entitled to the benefits provided by the indenture to be dated as of July 18, 2001 (the "Indenture") between the Company and The Bank of New York, as Trustee (the "Trustee"), under which they are to be issued, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles, and which will be substantially in the form previously delivered to you; the Guarantees have been duly authorized and, upon the due authorization, issuance and delivery of the related Notes and the due endorsement of the Guarantees thereon, will have been duly executed, authenticated, issued and delivered and will constitute legally valid and binding obligations of the Guarantors entitled to the benefits provided by the Indenture, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; the Indenture has been duly authorized and, when executed and delivered by the Company, the Guarantors and the Trustee, the Indenture will constitute a legally valid and binding instrument, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles; and the Securities and the Indenture will conform in all material respects to the descriptions thereof in the Offering Circular and will be in substantially the form previously delivered to you;



(g)

The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and the Guarantors and this Agreement has been duly executed and delivered by the Company and the Guarantors;



(h)

The registration rights agreement, to be dated as of July 18, 2001, among the Company, the Guarantors and the Purchasers (the "Registration Rights Agreement"), has been duly authorized by each of the Company and the Guarantors, and when executed and delivered by the Company and the Guarantors pursuant to this Agreement, will constitute a legally valid and binding instrument, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Exchange Securities (as defined in Section 5(k) hereof) have been duly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture will be the legally valid and binding obligations of the Company, entitled to the benefits provided by the Indenture,

3

enforceable against the Company in accordance with their terms subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. Each of the Guarantees with respect to the Exchange Notes has been duly authorized for issuance by each Guarantor, and when issued in accordance with the terms of the Indenture will be the legally valid and binding obligations of such Guarantor, entitled to the benefits provided by the Indenture, enforceable against the respective Guarantors in accordance with their terms subject to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles. The Registration Rights Agreement and the Exchange Securities conform in all material respects to the descriptions thereof in the Offering Circular and will be in substantially the form previously delivered to you;

(i)

None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Securities) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System;



(j)

Prior to the date hereof, none of the Company, any of the Guarantors or any of their affiliates has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Securities;



(k)

Subject to the accuracy of the representations and warranties of the Purchasers in Section 3 hereof, the issue and sale of the Securities and the Exchange Securities and the compliance by the Company and the Guarantors with all of the provisions of the Securities, the Indenture, the Registration Rights Agreement, the New Credit Facility and this Agreement and the consummation of the transactions herein and therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of the Company or any of the Guarantors or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the issue and sale of the Securities and the Exchange Securities or the consummation by the Company or any of the Guarantors of the transactions contemplated by this Agreement, the Registration Rights Agreement, the New Credit Facility or the Indenture, except for the filing of a registration statement by the Company and the Guarantors with the Commission pursuant to the United States Securities Act of 1933, as amended (the "Act"), pursuant to Section 5(k) hereof, the filing of a notice on Form D by the Company and the Guarantors with the Commission pursuant to Section 5(h) hereof and such consents, approvals, authorizations, registrations or qualifications as may be required under state or foreign securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Purchasers;



(l)

Neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws or other governing documents. Neither the Company nor any of its subsidiaries is in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective property is bound, which violation or default would have a

4

material adverse affect on the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole;

(m)

The statements set forth in the Offering Circular under the caption "Description of Notes", insofar as they purport to constitute a summary of the terms of the Securities, under the captions "Certain Relationships and Related Transactions", "Certain United States Federal Tax Considerations" and "Plan of Distribution", insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair in all material respects;



(n)

Except as otherwise set forth in the Offering Circular, there are no legal or governmental proceedings pending, or to the best of the Company's or any Guarantor's knowledge, threatened or contemplated, to which the Company or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject that are required to be described in the Offering Circular and are not so described; nor are there any contracts or other documents that are required to be described in the Offering Circular that are not so described, incorporated by reference therein or filed as exhibits to any Exchange Act Reports that are incorporated by reference therein, as required or otherwise permitted;



(o)

When the Securities are issued and delivered pursuant to this Agreement, the Securities will not be of the same class (within the meaning of Rule 144A under the Act) as securities which are listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated inter-dealer quotation system;



(p)

The Company and its subsidiaries hold all Federal Communications Commission (the "FCC") permits, licenses, authorizations and approvals (collectively, the "Authorizations") that are necessary to conduct their businesses in the manner in which they are currently being conducted. The Company's Authorizations are in full force and effect. The Authorizations to be acquired by the Company from USA Broadcasting, Inc. ("USA") (the "USA Authorizations") are sufficient for the Company to conduct the operations of the subsidiaries being acquired by the Company from USA. The operations of the stations owned or operated by the Company or any of its subsidiaries (the "Stations") are in all material respects in compliance with the Communications Act of 1934, as amended, and the rules, regulations, written policies and decisions of the FCC (collectively, the "Communications Act"). All reports and documents that are required by the Communications Act with respect to the ownership, management or operation of the Stations have been duly and timely filed, except for such reports or documents the failure to file which will not have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole.

No Station is party to any time brokerage agreement. Except as disclosed in the Offering Circular, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, material adverse modification, forfeiture or non-renewal of any of the Company's Authorizations, except for such conditions or events which will not have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. There are no judgments, decrees, complaints, petitions, filings, orders issued or threatened by the FCC, other proceedings pending or threatened before the FCC (other than rulemakings of general applicability to the broadcast industry), or events that have occurred that would result in the suspension, revocation, material adverse modification, forfeiture or non-renewal of any of the Company's Authorizations or could reasonably be expected to result in the imposition of any financial penalty in excess of $250,000 in the aggregate by the FCC upon the Company Authorizations. The FCC has granted, without the imposition of conditions outside the normal course, all consents necessary for transfer of control of the licensee

5

subsidiaries which hold the USA Authorizations, and the Company has no reason to believe that such consents will be revoked or modified in any material manner, except as disclosed in the Offering Circular;

(q)

Neither the Company nor any of its subsidiaries has violated any foreign, federal, state or local law or regulation relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), any provisions of the Employee Retirement Income Security Act of 1974, as amended, or any provisions of the Foreign Corrupt Practices Act or the rules and regulations promulgated thereunder, except for such violations which, singly or in the aggregate, would not have a material adverse effect on the business, financial condition or results of operation of the Company and its subsidiaries, taken as a whole;



(r)

There are no costs or liabilities associated with any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any Authorization, any related constraints on operating activities and any potential liabilities to third parties under Environmental Laws which would, singly or in the aggregate, have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole;



(s)

The Company and each of its subsidiaries maintains insurance of the types and in the amounts generally deemed adequate for its business;



(t)

There is (i) no significant unfair labor practice complaint pending against the Company or any of its subsidiaries or, to the best knowledge of the Company and the Guarantors, threatened against any of them, before the National Labor Relations Board or any state or local labor relations board, and no significant grievance or more significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending against the Company or any of its subsidiaries or, to the best knowledge of the Company and the Guarantors, threatened against any of them, and (ii) no significant strike, labor dispute, slowdown or stoppage pending against the Company or any of its subsidiaries or, to the best knowledge of the Company and the Guarantors, threatened against them or any of their subsidiaries except for such actions specified in clause (i) or (ii) above, which, singly or in the aggregate would not reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole;



(u)

The consolidated financial statements included in or incorporated by reference into the Offering Circular (and any amendment or supplement thereto), together with related schedules and notes, present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, except as disclosed therein; the supporting schedules, if any, included in the Offering Circular present fairly in accordance with generally accepted accounting principles the information required to be stated therein; and the other financial and statistical information and data set forth in the Offering Circular are, in all material respects, accurately presented and prepared on a basis consistent with such financial statements and the books and records of the Company. The pro forma financial information of the Company and its subsidiaries set forth in the Offering Circular has been prepared on a basis consistent with the historical financial statements of the Company and its subsidiaries, gives effect to the assumptions used in the preparation thereof on a reasonable basis and in good faith and presents fairly in all material respects the historical transactions described in the Offering Circular;

6

(v)

The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;



(w)

All material tax returns required to be filed by the Company and each of its subsidiaries in any jurisdiction have been filed, other than those filings being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due pursuant to such returns or pursuant to any assessment received by the Company or any of its subsidiaries have been paid, other than those being contested in good faith and for which adequate reserves have been provided;



(x)

The Company and its subsidiaries possess, or possess the right to use, the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, "Intellectual Property") presently employed by them in connection with the businesses now operated by them, and neither the Company nor any of the its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to the foregoing which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse change in the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. The use of such Intellectual Property in connection with the business and operations of the Company and its subsidiaries does not, to the Company's knowledge, infringe in any material respect on the rights of any person;



(y)

To the best of the Company's knowledge, the Company is in compliance with and, upon consummation of the offering and sale of the Securities, the Company will take all commercially reasonable steps to remain in compliance with Section 310(b) of the Communications Act with respect to the collective debt and equity interests in the Company owned or voted, directly or indirectly, by aliens, entities organized under the laws of foreign governments, or the representatives of either, except for such noncompliance that will not have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole. Further, as the Company's acquisition of USA is currently contemplated, upon the Time of Delivery and upon the completion of the acquisition of the subsidiaries of USA pursuant to that certain Stock Purchase Agreement between the Company and USA dated as of January 17, 2001, as amended, the Company will be, in compliance with the FCC's multiple ownership rules;



(z)

The Company has received executed commitments from lenders under the New Credit Facility in an aggregate amount not less than $1,245,000,000;



(aa)

Each certificate signed by any officer of the Company or any Guarantor and delivered to the Purchasers or counsel for the Purchasers shall be deemed to be a representation and warranty by the Company or such Guarantor to the Purchasers as to the matters covered thereby;



(bb)

The Company is subject to Section 13 or 15(d) of the Exchange Act;



(cc)

Neither the Company nor any Guarantor is, and after giving effect to the offering and sale of the Securities, will be an "investment company", as such term is defined in the United States Investment Company Act of 1940, as amended (the "Investment Company Act");

7

(dd)

Neither the Company nor any Guarantor, nor any person acting on its or their behalf has offered or sold the Securities by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act or, with respect to Securities sold outside the United States to non-U.S. persons (as defined in Rule 902 under the Act), by means of any directed selling efforts within the meaning of Rule 902 under the Act and the Company, the Guarantors, any affiliate of the Company and any person acting on its or their behalf has complied with and will implement the "offering restriction" within the meaning of such Rule 902;



(ee)

Within the preceding six months, none of the Company, the Guarantors or any other person acting on behalf of the Company or the Guarantors has offered or sold to any person any Securities, or any securities of the same or a similar class as the Securities, other than Securities offered or sold to the Purchasers hereunder. The Company and the Guarantors will take reasonable precautions designed to insure that any offer or sale, direct or indirect, in the United States or to any U.S. person (as defined in Rule 902 under the Act) of any Securities or any substantially similar security issued by the Company and the Guarantors, within six months subsequent to the date on which the distribution of the Securities has been completed (as notified to the Company by Goldman, Sachs & Co.), is made under restrictions and other circumstances reasonably designed not to affect the status of the offer and sale of the Securities in the United States and to U.S. persons contemplated by this Agreement as transactions exempt from the registration provisions of the Act;



(ff)

None of the Company, any of the Guarantors or any of their affiliates does business with the government of Cuba or with any person or affiliate located in Cuba within the meaning of Section 517.075, Florida Statutes;



(gg)

No "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436(g)(2) under the Act has indicated to the Company that it is considering (i) the downgrading, suspension or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating assigned to the Company or any securities of the Company or (ii) any change in the outlook for any rating of the Company or any securities of the Company; and



(hh)

Arthur Andersen LLP, who have certified certain financial statements of the Company and its subsidiaries, and McGladrey & Pullen, LLP, who have certified certain financial statements of Entravision Communications Corporation, are each independent public accountants as required by the Act and the rules and regulations of the Commission thereunder.

    2.  Subject to the terms and conditions herein set forth, the Company and the Guarantors agree to issue and sell to each of the Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.074% of the principal amount thereof, plus accrued interest, if any, from July 18, 2001 to the Time of Delivery hereunder, the principal amount of Securities set forth opposite the name of such Purchaser in Schedule I hereto.

    3.  Upon the authorization by you of the release of the Securities, the several Purchasers propose to offer the Securities for sale upon the terms and conditions set forth in this Agreement and the Offering Circular and each Purchaser hereby represents and warrants to, and agrees with the Company that:

(a)

It will offer and sell the Securities only to (i) persons who it reasonably believes are "qualified institutional buyers" ("QIBs") within the meaning of Rule 144A under the Act in transactions meeting the requirements of Rule 144A or (ii) upon the terms and conditions set forth in Annex I to this Agreement;



(b)

It is an Institutional Accredited Investor; and

8

(c)

It will not offer or sell the Securities by any form of general solicitation or general advertising, including but not limited to the methods described in Rule 502(c) under the Act.



4.

(a)    The Securities to be purchased by each Purchaser hereunder will be represented by one or more definitive global Securities in book-entry form which will be deposited by or on behalf of the Company with The Depository Trust Company ("DTC") or its designated custodian. The Company and the Guarantors will deliver the Securities to Goldman, Sachs & Co., for the account of each Purchaser, against payment by or on behalf of such Purchaser of the purchase price therefor by wire transfer of same day funds, by causing DTC to credit the Securities to the account of Goldman, Sachs & Co. at DTC. The Company and the Guarantors will cause the certificates representing the Securities to be made available to Goldman, Sachs & Co. for checking at least twenty-four hours prior to the Time of Delivery (as defined below) at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on July 18, 2001 or such other time and date as Goldman, Sachs & Co. and the Company may agree upon in writing. Such time and date are herein called the "Time of Delivery".



(b)

The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 7 hereof, including the cross-receipt for the Securities and any additional documents requested by the Purchasers pursuant to Section 7(i) hereof, will be delivered at such time and date at the offices of Latham & Watkins: 633 West Fifth Street, Suite 4000, Los Angeles, California 90071 (the "Closing Location"), and the Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the New York Business Day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For the purposes of this Section 4, "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close.

    5.  Each of the Company and the Guarantors, jointly and severally, agrees with each of the Purchasers:

(a)

To prepare the Offering Circular in a form approved by you; to make no amendment or any supplement to the Offering Circular which shall be disapproved by you promptly after reasonable notice thereof; and to furnish you with copies thereof;



(b)

Promptly from time to time to take such action as you may reasonably request to qualify the Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith neither the Company nor any of the Guarantors shall be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;



(c)

To furnish the Purchasers with written and electronic copies of the Offering Circular and each amendment or supplement thereto in such quantities as you may from time to time reasonably request, and if, at any time prior to the completion of the distribution of the Securities or, if later, until such time as none of the Purchasers hold any Securities acquired directly from the Company, any event shall have occurred as a result of which the Offering Circular as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the

9

circumstances under which they were made when such Offering Circular is delivered, not misleading, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Offering Circular, to notify you and upon your request to prepare and furnish without charge to each Purchaser and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Offering Circular or a supplement to the Offering Circular which will correct such statement or omission or effect such compliance;

(d)

During the period beginning from the date hereof and continuing until the date six months after the Time of Delivery, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder or in the Registration Rights Agreement, any securities of the Company or the Guarantors that are substantially similar to the Notes or the Guarantees, without your prior written consent;



(e)

Not to be or become, at any time prior to the expiration of the earlier to occur of (i) the date on which none of the Securities and Exchange Securities, if any, are restricted securities within the meaning of Rule 144 of the Act and (ii) two years after the Time of Delivery, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act;



(f)

At any time when the Company is not subject to Section 13 or 15(d) of the Exchange Act, for the benefit of holders from time to time of Securities, to furnish at its expense, upon request, to holders of Securities and prospective purchasers of securities information (the "Additional Issuer Information") satisfying the requirements of subsection (d)(4)(i) of Rule 144A under the Act and subsection (c)(2) of Rule 144 under the Act;



(g)

If requested by you, to use their best efforts to cause such Securities to be eligible for the PORTAL trading system of the National Association of Securities Dealers, Inc.;



(h)

To file with the Commission, not later than 15 days after the Time of Delivery, five copies of a notice on Form D under the Act (one of which will be manually signed by a person duly authorized by the Company); to otherwise comply with the requirements of Rule 503 under the Act; and to furnish promptly to you evidence of each such required timely filing (including a copy thereof);



(i)

During a period of three years from the date of the Offering Circular, to furnish to you copies of all reports or other communications (financial or other) furnished to stockholders of the Company or the Guarantors, and to deliver to you as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any securities exchange on which the Securities or any class of securities of the Company or any Guarantor is listed;



(j)

During the period of two years after the Time of Delivery, the Company will not, and will not permit any of its "affiliates" (as defined in Rule 144 under the Act) to, resell any of the Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them;



(k)

The Company and the Guarantors shall file and use their best efforts to cause to be declared or become effective under the Act, on or prior to 150 days after the Time of Delivery, a registration statement on Form S-4 providing for the registration of (i) another series of debt securities of the Company and guarantees of the Guarantors, with terms identical to the Securities (the "Exchange Securities"), and the exchange of the Securities for the Exchange Securities, all in a manner which will permit persons who acquire the Exchange Securities to resell the Exchange Securities pursuant to Section 4(1) of the Act; and

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(l)

To use the net proceeds received by the Company from the sale of the Securities pursuant to this Agreement in the manner specified in the Offering Circular under the caption "Use of Proceeds".

    6.  Each of the Company and the Guarantors, jointly and severally, covenants and agrees with the several Purchasers that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the issue of the Securities and all other expenses in connection with the preparation, printing and filing of the Preliminary Offering Circular and the Offering Circular and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Purchasers and dealers; (ii) the cost of printing or producing any Agreement among Purchasers, this Agreement, the Indenture, the New Credit Facility, the Blue Sky and Legal Investment Memoranda and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iii) all expenses in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(b) hereof, including the fees and disbursements of counsel for the Purchasers in connection with such qualification and in connection with the Blue Sky and legal investment surveys; (iv) any fees charged by securities rating services for rating the Securities; (v) the cost of preparing the Securities and the Exchange Securities; (vi) the fees and expenses of the Trustee and any agent of the Trustee and the fees and disbursements of counsel for the Trustee in connection with the Indenture, the Securities and the Exchange Securities; (vii) any cost incurred in connection with the designation of the Securities for trading in PORTAL and all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section. It is understood, however, that, except as provided in this Section, and Sections 8 and 11 hereof, the Purchasers will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Securities by them, and any advertising expenses connected with any offers they may make.

    7.  The obligations of the Purchasers hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company and the Guarantors herein are, at and as of the Time of Delivery, true and correct, the condition that the Company and the Guarantors shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a)

Latham & Watkins, counsel for the Purchasers, shall have furnished to you such opinion or opinions, dated the Time of Delivery, with respect to the matters covered in paragraphs (vi), (vii), (viii), (x), (xvi) and the last paragraph of subsection (b) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters;



(b)

O'Melveny & Myers LLP, counsel for the Company and the Guarantors, shall have furnished to you their written opinion, dated the Time of Delivery, in form and substance satisfactory to you, to the effect that:

(i) The Company and each of the Guarantors has been duly incorporated or organized, as applicable, and each is validly existing and in good standing under the laws of its state of incorporation or organization, with corporate or other organizational power to own its properties and assets and to carry on its business as described in the Offering Circular;

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(ii)	The outstanding shares of the capital stock of each of the Guarantors have been duly authorized by all necessary corporate action on the part of such corporation, are validly issued, fully-paid and nonassessable, and are owned directly or indirectly of record by the Company, and the outstanding partnership interests in each Guarantor that is a partnership have been duly authorized by such partnership and (except as otherwise set forth in the Offering Circular) are owned directly or indirectly of record by the Company (such counsel being entitled to rely in respect of the opinion in this clause upon opinions of local counsel and with respect, provided that such counsel shall state that they believe that both you and they are justified in relying upon such opinions);
(iii)	The outstanding shares of the capital stock of the Company have been duly authorized by all necessary corporate action on the part of the Company and are validly issued, fully paid and nonassessable;
(iv)	The Company and each of the Guarantors is qualified as a foreign corporation to do business and is in good standing under the laws of each of the States identified in a certificate of an officer of the Company that sets forth the States in which the Company or any Guarantor owns or leases properties or conducts business and in which the failure to be so qualified would have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole;
(v)	Except for the matters described in the Offering Circular or in a schedule attached to such counsel's opinion, such counsel has not, since January 1, 2000, given substantive attention on behalf of the Company or any of its subsidiaries to, or represented the Company or any of its subsidiaries in connection with, any actions, suits or proceedings pending or threatened against the Company or any of its subsidiaries before any court, arbitrator or governmental agency;
(vi)	The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Company and the Guarantors and this Agreement has been duly executed and delivered by the Company and the Guarantors;
(vii)	The Securities have been duly authorized by all necessary corporate action on the part of the Company and each of the Guarantors, have been executed by the Company and each of the Guarantors, and, upon payment for and delivery of the Securities in accordance with this Agreement and the authentication of the certificate or certificates representing the Securities by a duly authorized signatory of the trustee under the Indenture, will constitute legally valid and binding obligations of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor's rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law (it being understood that such counsel need express no opinion with respect to the effect of the enforceability of the Guarantees against the Guarantors of Sections 544 and 548 of the U.S. Bankruptcy Code, Section 3439 et. seq. of the California Civil Code or Section 270 et. seq. of the New York Debtor and Creditor law relating to fraudulent transfers and obligations);

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(viii)	The Indenture has been duly authorized by all necessary corporate action on the part of the Company and each of the Guarantors, has been executed by the Company and each of the Guarantors, and, assuming the due authorization, execution and delivery by the trustee under the Indenture, will constitute the legally valid and binding obligation of the Company and each of the Guarantors, enforceable against the Company and each of the Guarantors in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor's rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law;
(ix)	The Exchange Securities have been duly authorized by all necessary corporate action on the part of the Company and the Guarantors and, when duly executed in a manner contemplated by the Indenture and issued and delivered in exchange for the Securities in the manner contemplated in the Registration Rights Agreement, will be legally valid and binding obligations of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditor's rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in proceeding in equity or at law (it being understood that such counsel need express no opinion with respect to the effect of the enforceability of the guarantees constituting part of the Exchanged Securities against the Guarantors of Sections 544 and 548 of the U.S. Bankruptcy Code, Section 3439 et. seq. of the California Civil Code or Section 270 et. seq. of the New York Debtor and Credit law relating to fraudulent transfers and obligations);
(x)	The Registration Rights Agreement has been duly authorized by all necessary corporate action on the part of the Company and the Guarantors, has been executed by the Company and each of the Guarantors, and constitutes the legally valid and binding obligations of the Company and the Guarantors, enforceable against the Company and the Guarantors in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and except that no opinion need be expressed with respect to the provisions contained in Section 6 of the Registration Rights Agreement;

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(xi)	The issuance and sale of the Securities, the execution and delivery by the Company and the Guarantors of this Agreement, the Indenture and the Registration Rights Agreement do not, and the Company's and the Guarantors' performance of their respective obligations under the Securities, the Indenture and the Registration Rights Agreement will not, (a) violate the Company's Certificate of Incorporation or Bylaws, (b) violate, breach or result in a default under any existing obligation of or restriction on the Company or any Guarantor under any agreement (the "Other Agreements") listed as an exhibit to the Company's most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q (or otherwise identified on Schedule I to such opinion), or (c) breach or otherwise violate any existing obligation of or restriction on the Company or any Guarantor under any order, judgment or decree of any court or governmental authority binding on the Company or any Guarantor identified in a certificate from an officer of the Company (it being understood that such counsel need express no opinion as to the effect of the Company's or any Guarantor's performance of its obligations under the Securities, Indenture or Registration Rights Agreement on their respective compliance with financial covenants in the Other Agreements, or regarding any federal securities law or blue sky or state or foreign securities laws);
(xii)	The issuance and sale of the Securities or the Exchange Securities or the consummation by the Company or the Guarantors of the transactions contemplated by this Agreement, the Indenture or the Registration Rights Agreement will not violate the current Delaware General Corporation Law or any current California, New York or Federal statute, rule or regulation that such counsel has, in the exercise of customary professional diligence, recognized as applicable to the Company or any of the Guarantors or to the transactions of the type contemplated by this Agreement, the Indenture or the Registration Rights Agreement, except such consents, approvals, authorizations, registrations or qualifications as may be required under states or foreign securities or blue sky laws in connection with the purchase and distribution of the Securities by the Purchasers (it being understood that such counsel need express no opinion with respect to Section 8 of this Agreement of Section 6 of the Registration Rights Agreement);
(xiii)	Based upon the representations, warranties and agreements of the Company and the Guarantors in Sections 1 and 5 of this Agreement and of the Purchasers in Section 3 of this Agreement (including Annex 1) and on the truth and accuracy of the representations and agreements made or deemed made by the purchasers of the Securities in the Offering Circular, no order, consent, permit or approval of any California, New York or Federal governmental authority is required on the part of the Company or any of the Guarantors for the execution and delivery of this Agreement or the Indenture or for the issuance and sale of the Securities, except such as may be required under any applicable state or foreign jurisdiction securities or blue sky laws;
(xiv)	The statements in the Offering Circular under the caption "Description of Notes", insofar as they purport to constitute a summary of the terms of the Securities, and under the captions "Certain Relationships and Related Transactions" and "Certain United States Federal Income Tax Considerations", insofar as they purport to summarize the provisions of laws and documents referred to therein, are accurate in all material respects;

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(xv)	The Exchange Act Reports, on the respective dates they were filed, appeared on their face to comply in all material respects with the requirements as to form for reports on Form 10-K, Form 10-Q and Form 8-K, as the case may be, under the Exchange Act and the related rules and regulations in effect at the respective dates of their filing, except that such counsel need express no opinion concerning the financial statements and other financial information contained or incorporated by reference therein;
(xvi)	Based upon the representations as to matters of fact, warranties and agreements of the Company and the Guarantors in Sections 1 and 5 of this Agreement and of the Purchasers in Section 3 of this Agreement (including Annex 1) and on the truth and accuracy of the representations and agreements made or deemed to be made by the purchasers of the Securities contained in the Offering Circular, it is not necessary in connection with the offer, sale and delivery of the Securities to the Purchasers under this Agreement or in connection with the initial resale of such Securities by the Purchasers in accordance with this Agreement to register the Securities under the Act or to qualify the Indenture under the United States Trust Indenture Act of 1939; provided, however, that such counsel need express no opinion with respect to the conditions under which the Securities may be further resold; and
(xvii)	Neither the Company nor any of the Guarantors is an investment company under the Investment Company Act of 1940, as amended.

    In addition, such counsel shall state that in connection with such counsel's participation in conferences in connection with preparation of the Offering Circular, such counsel has not independently verified the accuracy, completeness or fairness of the statements contained or incorporated therein, and the limitations inherent in the examination made by such counsel and the knowledge available to such counsel are such that such counsel is unable to assume, and does not assume, any responsibility for such accuracy, completeness or fairness (except as otherwise specifically stated in paragraph (xiv) above). However, such counsel shall state that on the basis of such counsel's review of the Offering Circular and the documents incorporated by reference therein and its participation in conferences in connection with the preparation of the Offering Circular, such counsel does not believe that the Offering Circular and the documents incorporated therein, considered as a whole, as of its date or on the date of the opinion, contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (however, such counsel need express no opinion or belief as to the financial statements and other financial information contained or incorporated by reference in the Offering Circular or in the documents incorporated therein by reference);

(c)

Shaw Pittman, special communications counsel for the Company and the Guarantors, shall have furnished to you their written opinion, dated the Time of Delivery, with respect to the matters set forth in Annex II hereto;



(d)

On the date of the Offering Circular prior to the execution of this Agreement and also at the Time of Delivery, Arthur Andersen shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the effect set forth in Annex III hereto;



(e)

(i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Offering Circular any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Offering Circular, and (ii) since the respective dates as of which information is given in the Offering Circular there shall not have

14

been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders' equity or results of operations of the Company and its subsidiaries, otherwise than as set forth or contemplated in the Offering Circular, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representative so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in this Agreement and in the Offering Circular;

(f)

On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company's or any of the Guarantors' debt securities by any "nationally recognized statistical rating organization", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Act, and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's or any of the Guarantors' debt securities;



(g)

On or after the date hereof there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally on the New York Stock Exchange; (ii) a suspension or material limitation in trading in the Company's securities on the New York Stock Exchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York or California State authorities; or (iv) the outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war, if the effect of any such event specified in this clause (iv) in the judgment of the Representative makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the terms and in the manner contemplated in the Offering Circular; or (v) the occurrence of any material adverse change in the existing, financial, political or economic conditions in the United States or elsewhere which, in the judgment of the Representative, would materially and adversely affect the financial markets for the Securities and other debt securities;



(h)

The Securities have been designated for trading on PORTAL;



(i)

The Company and the Guarantors shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the Company and the Guarantors satisfactory to you as to the accuracy of the representations and warranties of the Company and the Guarantors herein at and as of such Time of Delivery, as to the performance by the Company and the Guarantors of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (e) and (f) of this Section and as to such other matters as you may reasonably request; and



(j)

The New Credit Facility shall have been duly authorized, executed and delivered by the Company, the Guarantors and each of their subsidiaries that is a party thereto. The Company shall have consummated the transactions contemplated by the New Credit Facility, including the repayment in full of the obligations outstanding under and the termination of the Credit Agreement dated as of September 26, 1996 among the Company, the lenders party thereto, Banque Paribas and The Chase Manhattan Bank, as managing agents, and The Chase Manhattan Bank, as administrative agent, as amended, and the Purchasers shall have received copies of counterparts, conformed as executed thereof and of all other documents and agreements entered into in connection therewith.

8.

(a) The Company and each of the Guarantors will, jointly and severally, indemnify and hold harmless each Purchaser against any losses, claims, damages or liabilities, joint or several, to which such Purchaser may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue

15

statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular or the Offering Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Purchaser for any legal or other expenses reasonably incurred by such Purchaser in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor the Guarantors shall be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Circular or the Offering Circular or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Purchaser through Goldman, Sachs & Co. expressly for use therein; and provided, further, that with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in any Preliminary Offering Circular, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any Purchaser from whom the person asserting any such loss, claim, damage or liability purchased the Securities concerned if the Offering Circular corrected any such untrue statement or alleged untrue statement or omission or alleged omission and the Company provided such Purchaser with a sufficient number of copies of such corrected Offering Circular pursuant to Section 5(c) hereof and such Purchaser did not deliver a copy of the Offering Circular to such person.

(b)

Each Purchaser will indemnify and hold harmless the Company and the Guarantors against any losses, claims, damages or liabilities to which the Company or the Guarantors may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular or the Offering Circular, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Circular or the Offering Circular or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Purchaser through Goldman, Sachs & Co. expressly for use therein; and will reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred.



(c)

Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred

16

by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d)

If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then, except to the extent (but only to the extent) that the indemnifying party suffers actual prejudice as a result of any failure by the indemnified party to notify the indemnifying party of any action as required by subsection (c) above, each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors on the one hand and the Purchasers on the other from the offering of the Securities. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then, except to the extent (but only to the extent) that the indemnifying party suffers actual prejudice as a result of any failure by the indemnified party to notify the indemnifying party of any action as required by subsection (c) above, each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company and the Guarantors on the one hand and the Purchasers on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors on the one hand and the Purchasers on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company and the Guarantors bear to the total underwriting discounts and commissions received by the Purchasers, in each case as set forth in the Offering Circular. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Guarantors on the one hand or the Purchasers on the other and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Guarantors and the Purchasers agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Purchaser shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to investors were offered to investors exceeds the amount of any damages which such Purchaser has otherwise been required to pay by reason of such

17

untrue or alleged untrue statement or omission or alleged omission. The Purchasers' obligations in this subsection (d) to contribute are several in proportion to their respective underwriting obligations and not joint.

(e)

The obligations of the Company and the Guarantors under this Section 8 shall be in addition to any liability which the Company or the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Purchaser within the meaning of the Act; and the obligations of the Purchasers under this Section 8 shall be in addition to any liability which the respective Purchasers may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or the Guarantors and to each person, if any, who controls the Company or the Guarantors within the meaning of the Act.

9.

(a) If any Purchaser shall default in its obligation to purchase the Securities which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Securities on the terms contained herein. If within thirty-six hours after such default by any Purchaser you do not arrange for the purchase of such Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Securities on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Securities, or the Company notifies you that it has so arranged for the purchase of such Securities, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Offering Circular, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments to the Offering Circular which in your opinion may thereby be made necessary. The term "Purchaser" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Securities.

(b)

If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Company as provided in subsection (a) above, the aggregate principal amount of such Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Securities, then the Company shall have the right to require each non-defaulting Purchaser to purchase the principal amount of Securities which such Purchaser agreed to purchase hereunder and, in addition, to require each non-defaulting Purchaser to purchase its pro rata share (based on the principal amount of Securities which such Purchaser agreed to purchase hereunder) of the Securities of such defaulting Purchaser or Purchasers for which such arrangements have not been made; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

(c)

If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Purchaser or Purchasers by you and the Company as provided in subsection (a) above, the aggregate principal amount of Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Securities, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Purchasers to purchase Securities of a defaulting Purchaser or Purchasers, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Purchaser or the Company or the Guarantors, except for the expenses to be borne by the Company, the Guarantors and the Purchasers as provided in Section 6 hereof and the indemnity and contribution agreements in Section 8 hereof; but nothing herein shall relieve a defaulting Purchaser from liability for its default.

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10.

The respective indemnities, agreements, representations, warranties and other statements of the Company, the Guarantors and the several Purchasers, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Purchaser or any controlling person of any Purchaser, the Guarantors or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities.

11.

If this Agreement shall be terminated pursuant to Section 9 hereof, neither the Company nor the Guarantors shall then be under any liability to any Purchaser except as provided in Sections 6 and 8 hereof; but, if for any other reason, the Securities are not delivered by or on behalf of the Company as provided herein, the Company and the Guarantors, jointly and severally, will reimburse the Purchasers through you for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by the Purchasers in making preparations for the purchase, sale and delivery of the Securities, but neither the Company nor the Guarantors shall then be under no further liability to any Purchaser except as provided in Sections 6 and 8 hereof.

12.

In all dealings hereunder, you shall act on behalf of each of the Purchasers, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Purchaser made or given by you jointly or by Goldman, Sachs & Co. on behalf of you as the representative.

    All statements, requests, notices and agreements hereunder shall be in writing, and if to the Purchasers shall be delivered or sent by mail, telex or facsimile transmission to you as the representative in care of Goldman, Sachs & Co., 32 Old Slip, 21st Floor, New York, New York 10005, Attention: Registration Department; and if to the Company or the Guarantors shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Offering Circular, Attention: Secretary; provided, however, that any notice to a Purchaser pursuant to Section 8(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Purchaser at its address set forth in its Purchasers' Questionnaire, or telex constituting such Questionnaire, which address will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

13.

This Agreement shall be binding upon, and inure solely to the benefit of, the Purchasers, the Company, the Guarantors and, to the extent provided in Sections 8 and 10 hereof, the officers and directors of the Company or the Guarantors and each person who controls the Company, the Guarantors or any Purchaser, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Securities from any Purchaser shall be deemed a successor or assign by reason merely of such purchase.

14.

Time shall be of the essence of this Agreement.

15.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

16.

This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

17.

The Company and the Guarantors are authorized, subject to applicable law, to disclose any and all aspects of this potential transaction that are necessary to support any U.S. federal income tax benefits expected to be claimed with respect to such transaction, without the Purchasers imposing any limitation of any kind.

[signature pages follow]

19

    If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, the Company and the Guarantors. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,

UNIVISION COMMUNICATIONS, INC.
By:	/s/ C. DOUGLAS KRANWINKLE
	Name: C. Douglas Kranwinkle Title: Executive Vice President and General Counsel

SUNSHINE ACQUISITION CORP.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

SUNSHINE ACQUISITION L.P.
By:	Sunshine Acquisition Corp. its General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

THE UNIVISION NETWORK LIMITED PARTNERSHIP
By:	Univision Communications Inc. its General Partner
By:	/s/ C. DOUGLAS KRANWINKLE
	Name: C. Douglas Kranwinkle Title: Executive Vice President and General Counsel

S–1

PTI HOLDINGS, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

UNIVISION TELEVISION GROUP, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KWEX LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KUVN LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KMEX LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

S–2

KDTV LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KFTV LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KTVW LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

S–3

KXLN LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

WGBO LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

WXTV LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

WLTV LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

S–4

KUVS LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KUVI LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

GALAVISION, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

UNIVISION-EV HOLDINGS, LLC
By:	/s/ GEORGE W. BLANK
	Name: George W. Blank Title: Manager

UNIVISION ONLINE, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

UNIVISION MUSIC, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

S–5

UNIVISION ACQUISITION CORP.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION OF DALLAS INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION OF ATLANTA INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION OF HOLLYWOOD, FLORIDA INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION SPANISH MEDIA INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

STATION WORKS LLC
By:	Univision Acquisition Corp. its Sole Member
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

S–6

UNIVISION PARTNERSHIP OF DALLAS
By:	Univision Dallas LLC its Managing General Partner
By:	Univision of Dallas Inc.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION PARTNERSHIP OF ATLANTA
By:	Atlanta Station LLC its Managing General Partner
By:	Univision of Atlanta Inc.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION PARTNERSHIP OF HOLLYWOOD, FLORIDA
By:	Hollywood Florida Station LLC its Managing General Partner
By:	Univision of Hollywood, Florida Inc.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION OF PUERTO RICO INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

S–7

Accepted as of the date hereof:

Goldman, Sachs & Co.

BNP Paribas Securities Corp.
J.P. Morgan Securities Inc.
Banc of America Securities
LLC BNY Capital Markets, Inc.
Fleet Securities, Inc.
Mizuho International plc
UBS Warburg LLC

By:	/s/ GOLDMAN, SACHS & CO.
	(Goldman, Sachs & Co.) On behalf of each of the Purchasers

S–8

SCHEDULE I

Purchaser		Principal Amount of Securities to be Purchased
Goldman, Sachs & Co.		$	250,000,000
BNP Paribas Securities Corp			62,500,000
J.P. Morgan Securities Inc.			62,500,000
Banc of America Securities LLC			25,000,000
BNY Capital Markets, Inc.			25,000,000
Fleet Securities, Inc.			25,000,000
Mizuho International plc			25,000,000
UBS Warburg LLC			25,000,000
	Total	$	500,000,000

SCHEDULE II

Guarantors

Sunshine Acquisition Corp.

Sunshine Acquisition L.P.

The Univision Network Limited Partnership

PTI Holdings, Inc.

Univision Television Group, Inc.

KWEX License Partnership, G.P., a California general partnership

KUVN License Partnership, G.P., a California general partnership

KMEX License Partnership, G.P., a California general partnership

KDTV License Partnership, G.P., a California general partnership

KFTV License Partnership, G.P., a California general partnership

KTVW License Partnership, G.P., a California general partnership

KXLN License Partnership, G.P., a California general partnership

WGBO License Partnership, G.P., a California general partnership

WXTV License Partnership, G.P., a California general partnership

WLTV License Partnership, G.P., a California general partnership

KUVS License Partnership, G.P., a California general partnership

KUVI License Partnership, G.P., a California general partnership

Galavision, Inc.

Univision-EV Holdings, LLC

Univision Online, Inc.

Univision Music, Inc.

Univision Acquisition Corp.

Univision of Dallas, Inc.

Univision of Atlanta Inc.

Univision of Hollywood, Florida Inc.

Univision Spanish Media Inc.

Station Works, LLC

Univision Partnership of Dallas

Univision Partnership of Atlanta

Univision Partnership of Hollywood, Florida

Univision of Puerto Rico Inc.

ANNEX I

    (1)  The Securities have not been and will not be registered under the Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S under the Act or pursuant to an exemption from the registration requirements of the Act. Each Purchaser represents that it has offered and sold the Securities, and will offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery, only in accordance with Rule 903 of Regulation S, Rule 144A or pursuant to Paragraph 2 of this Annex I under the Act. Accordingly, each Purchaser agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities, and it and they have complied and will comply with the offering restrictions requirement of Regulation S. Each Purchaser agrees that, at or prior to confirmation of sale of Securities (other than a sale pursuant to Rule 144A) or pursuant to Paragraph 2 of this Annex I, it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the restricted period a confirmation or notice to substantially the following effect:

    "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the closing date, except in either case in accordance with Regulation S (or Rule 144A if available) under the Securities Act. Terms used above have the meaning given to them by Regulation S."

    Terms used in this paragraph have the meanings given to them by Regulation S.

    Each Purchaser further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior written consent of the Company.

    In addition,

(A)

except to the extent permitted under U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D) (the "D Rules"), (i) each Purchaser agrees that it has not offered or sold, and during the restricted period will not offer or sell, Securities in bearer form to a person who is within the United States or its possessions or to a U.S. person, and (ii) it has not delivered and will not deliver within the United States or its possessions definitive Securities in bearer form that are sold during the restricted period;



(B)

each Purchaser represents and agrees that it has, and throughout the restricted period will have, in effect procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling Securities in bearer form are aware that such Securities may not be offered or sold during the restricted period to a person who is within the United States or its possessions or to a United States person, except as permitted by the D Rules;



(C)

if it is a United States person, each such Purchaser represents that it is acquiring the Securities in bearer form for purposes of resale in connection with their original issuance and if it retains Securities in bearer form for its own account, it will only do so in accordance with the requirements of U.S. Treas. Reg. § 1.163-5(c)(2)(i)(D)(6); and



(D)

with respect to each affiliate that acquires from it Securities in bearer form for the purpose of offering or selling such Securities during the restricted period, such Purchaser either (i) repeats and confirms the representations and agreements contained in clauses (A), (B) and (C) on its behalf or (ii) agrees that it will obtain from such affiliate for the Company's benefit the representations and agreements contained in clauses (A), (B) and (C).

Terms used in this paragraph have the meanings given to them by the United States Internal Revenue Code and regulations thereunder, including the D Rules.

    (2)  Notwithstanding the foregoing, Securities in registered form may be offered, sold and delivered by the Purchasers in the United States and to U.S. persons pursuant to Section 3 of this Agreement without delivery of the written statement required by paragraph (1) above.

    (3)  Each Purchaser further represents and agrees that (i) it has not offered or sold and prior to the date six months after the date of issue of the Securities will not offer or sell any Securities to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their businesses or otherwise in circumstances which have not resulted and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (b) it has complied, and will comply, with all applicable provisions of the Financial Services Act of 1986 of Great Britain with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom, and (c) it has only issued or passed on and will only issue or pass on in the United Kingdom any document received by it in connection with the issuance of the Securities to a person who is of a kind described in Article 11(3) of the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996 of Great Britain or is a person to whom the document may otherwise lawfully be issued or passed on.

    (4)  Each Purchaser agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction outside the United States except under circumstances that will result in compliance with the applicable laws thereof, and that it will take at its own expense whatever action is required to permit its purchase and resale of the Securities in such jurisdictions. Each Purchaser understands that no action has been taken to permit a public offering in any jurisdiction outside the United States where action would be required for such purpose. Each Purchaser agrees not to cause any advertisement of the Securities to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Securities, except in any such case with Goldman, Sachs & Co.'s express written consent and then only at its own risk and expense.

2

ANNEX II

Shaw Pittman FCC Opinion

July      , 2001

Goldman Sachs & Co.
As representative of the several
  Purchasers referred to below,
2121 Avenue of the Stars
Suite 2600
Los Angeles, CA 90067

Re: Univision Communications Inc.

Ladies and Gentlemen:

    We have acted as special communications counsel for Univision Communications Inc. (the "Company"), and each of the entities listed on Attachment A hereto (each a "Guarantor" and collectively, the "Guarantors") and have represented the Company and the Guarantors as Federal Communications Commission ("FCC") counsel only, in connection with the Purchase Agreement ("Purchase Agreement"), dated as of             ,  among the Company, the Purchasers named in Schedule I thereto (the "Purchasers"), and Goldman Sachs & Co. as representative of the Purchasers. This opinion is being delivered pursuant to Section 7(c) of the Purchase Agreement.

    In rendering this opinion, we are engaged and acting solely as special communications counsel for the Company and its Guarantors, and we are not engaged or acting as counsel of any type for you or any other person or entity. Each capitalized term used but not defined herein shall have its respective meaning set forth in the Purchase Agreement. When used herein, "or" shall mean "and/or" unless the context otherwise requires.

    This opinion is limited strictly to matters arising under the Communications Act of 1934, as amended, and the published rules, regulations, and policies promulgated thereunder by the FCC (collectively, "Communications Laws"), and we express no opinion on any other matter whatsoever. Furthermore, this opinion is limited to the opinions expressly stated herein. No implication shall be drawn from anything herein that has the effect of extending any such opinion beyond what is expressly stated in such opinion.

    In connection with the issuance of this letter, we have examined only publicly available records of the FCC regarding the Stations (as defined below) located at the FCC's principal offices in Washington, D.C, which we examined during a period commencing on              , 2001 and ending on              , 2001 (the "Examination Time"). In rendering this opinion, we have assumed the absence of changes in such records since our examination of them. We have examined no other records. With respect to questions of fact relevant to the opinions expressed herein, we have assumed and relied upon, without independent inquiry or verification by us, the accuracy and completeness of: (a) all statements, certifications, representations, and warranties set forth in the Purchase Agreement, (b) all verbal confirmations, if any, by FCC staff members regarding outstanding complaints, if any, pending before the FCC with respect to the Stations; and (c) all information located in the publicly available files of the FCC in Washington, D.C. (such FCC information, "FCC Review Materials"). We have not examined or investigated the records that may be available in any other office of the FCC. You should be aware that certain records of the FCC, such as those subject to the federal Freedom of Information Act, are public as a matter of law. Such records, however, may not have been included in the FCC Review Materials at the time that we examined those materials in connection with this opinion. Accordingly, we express no opinion regarding the completeness of the FCC Review Materials at the time we reviewed them. Furthermore, there may be records of matters pending at the FCC that were not available for inspection by the public as a matter of law and that, therefore, we did not examine.

    We have examined an unexecuted copy of the Purchase Agreement dated as of        , 2001, as provided to us. In rendering this opinion, we have assumed without investigation the genuineness of all

signatures, the legal capacity of all natural persons, the authenticity of all documents examined by us, whether or not they are originals, the conformity of all copies or facsimile transmissions to the originals of the same, whether or not they are certified to be true copies, the conformity of all unexecuted documents presented to us as final versions thereof to the executed originals of the same, the accuracy and completeness of all public records, including but not limited to those of the FCC, and the absence of changes through the date hereof in the FCC records that we examined during the Examination Time.

    The opinions expressed in this letter are based upon the current law and facts presently known to us, and are not guarantees or assurances of any future fact, event, occurrence, omission, or condition or that any law, statute, rule, regulation, policy, order, case, or interpretation of the same will not change in the future. Moreover, this letter expresses opinions only as of the date of this letter and we specifically disclaim all responsibility whatsoever for advising you of changes in matters addressed herein occurring after such date.

    We have undertaken no on-site inspection or visual or aural monitoring whatsoever of the Company or the Guarantors, properties of the Company or the Guarantors, or the Stations, and, except as otherwise specifically stated herein, we have undertaken no independent inquiry whatsoever of any of the matters addressed in this opinion. Furthermore, we have no firsthand knowledge of the citizenship, attributable or non-attributable media interests, or character or other qualifications under the Communications Laws of the Company or the Guarantors, their principals, or any other person or entity having any present or proposed connection with the Company or the Guarantors, and therefore express no opinion with respect thereto.

    As used in this letter, the phrases "our knowledge," "known to us," or "we are presently aware" or similar phrases mean the current actual knowledge, that is, the conscious awareness of facts or other information, of lawyers currently affiliated with this firm who have given substantive legal attention to representation of the Company or the Guarantors in connection with the transactions contemplated under the Agreement, including but not limited to the preparation of this letter, but except as otherwise expressly stated herein, we have undertaken no investigation with respect to such facts or information.

    We express no opinion whatsoever in this letter as to your qualifications under the Communications Laws, or such qualifications of your assigns, if any, to have an ownership interest in or to control, directly or indirectly, any license or other authorization issued by the FCC or any person or entity holding such license or authorization. Moreover, the Company holds certain attributable interests in Entravision Communications Corporation, an entity that directly or indirectly owns and operates broadcast stations subject to the jurisdiction of the FCC. We express no opinion whatsoever in this letter as to any matters affecting Entravision Communications Corporation or the Company's interest in it.

    Based upon the foregoing, and subject in all respects to the qualifications and limitations set forth in this letter and in reliance on the January 26, 1996 Report of the Subcommittee on Legal Opinions of the Transactional Practice Committee of the Federal Communications Bar Association ("FCBA Accord"), we are of the opinion that:

1.

Except as set forth in Attachment B hereto, the entities identified in Attachment A hereto hold the FCC licenses and authorizations for the full power and low power television stations specified on Attachment B (the "UCI Stations"). Except as noted on Attachment B hereto, Attachment B includes all FCC licenses, permits or authorizations necessary for the entities identified as licensees on Attachment B to operate the class of station identified on Attachment B to serve the community of license identified on Attachment B. Except as noted in Attachment B hereto, all of the FCC licenses, permits or authorizations identified in Attachment B hereto are in full force and effect.

2.

Except as set forth in Attachment B hereto, and for rulemaking proceedings or similar proceedings of or orders of general applicability to entities such as the Company or its Affiliates or to facilities

such as the UCI Stations, to our knowledge, there is not now issued, pending, or overtly threatened in writing any judgment, decree, order, action, investigation, or proceeding by the FCC against the Company or any of its Affiliates or the Stations that would reasonably be expected to have a material adverse effect upon the Company, its Affiliates or the Stations.

3.

The execution, delivery, and performance in accordance with its terms of the Purchase Agreement by the Company and each Guarantor that is a party thereto does not require any authorization, consent, approval, or filing of or with the FCC not previously obtained or made, and does not violate the Communications Laws, except that (a) copies of certain documents, including but not limited to the Purchase Agreement, may be required to be filed with the FCC pursuant to 47 C.F.R. § 73.3613, (b) from time to time, the Company and its affiliates may be required to obtain certain authorizations from or to make certain filings with the FCC that would be required in their ordinary course of business, (c) in connection with the exercise of any rights or remedies under the Purchase Agreement by you, or your assigns, if any, that involves disposition of voting stock in the Company, its affiliates or the Guarantors, the Communications Laws may require that such disposition be accomplished by public or private arm's-length sale or other means acceptable to the FCC, and (d) prior to exercise of any rights or remedies under the Purchase Agreement by you, or your assigns, if any, which involves the exercise of voting rights of the stock in the Company, an assignment of any of the full or low power television licenses held directly or indirectly by the Company or a transfer of control of the Company, FCC consents and notifications with respect to such exercise may be required to be timely obtained or made; provided, however, that we express no opinion whatsoever as to the likelihood of obtaining such consents.

    This opinion is (i) solely for your information in connection with the transactions contemplated under the Purchase Agreement, and that of your permitted assigns under the Purchase Agreement but the opinion speaks only as of its date and your assigns have no greater rights than the named addressee(s), (ii) not to be relied upon by any other person or entity for any reason whatsoever, (iii) not to be quoted in whole or in part or otherwise referred to in any document except as directly a part of and related to such transactions, and (iv), except as otherwise required by applicable law, not to be filed with or provided to any government agency or any other entity or person whatsoever. We hereby consent to reliance hereon by any future participants or assigns of your interest in the Purchase Agreement.

Very truly yours,

SHAW PITTMAN

Attachments

Attachment A

Guarantors

Sunshine Acquisition Corp.

Sunshine Acquisition L.P.

The Univision Network Limited Partnership

PTI Holdings, Inc.

Univision Television Group, Inc.

KWEX License Partnership, G.P., a California general partnership

KUVN License Partnership, G.P., a California general partnership

KMEX License Partnership, G.P., a California general partnership

KDTV License Partnership, G.P., a California general partnership

KFTV License Partnership, G.P., a California general partnership

KTVW License Partnership, G.P., a California general partnership

KXLN License Partnership, G.P., a California general partnership

WGBO License Partnership, G.P., a California general partnership

WXTV License Partnership, G.P., a California general partnership

WLTV License Partnership, G.P., a California general partnership

KUVS License Partnership, G.P., a California general partnership

KUVI License Partnership, G.P., a California general partnership

Galavision, Inc.

Univision-EV Holdings, LLC

Univision Online, Inc.

Univision Music, Inc.

Univision Acquisition Corp.

Univision of Dallas, Inc.

Univision of Atlanta Inc.

Univision of Hollywood, Florida Inc.

Univision Spanish Media Inc.

Station Works, LLC

Univision Partnership of Dallas

Univision Partnership of Atlanta

Univision Partnership of Hollywood, Florida

Univision of Puerto Rico Inc.

Attachment B

KDTV(TV), San Francisco, California, Channel 14
Licensee:	KDTV License Partnership, G.P.
Renewal Expiration:	12/1/2006
KDTV-LP, Santa Rosa, California, Channel 28
Licensee:	KDTV License Partnership, G.P.
Renewal Expiration:	12/1/2006
KFTV(TV), Hanford, California, Channel 21
Licensee:	KFTV License Partnership, G.P.
Renewal Expiration:	12/1/2006
KABE-LP, Bakersfield, California, Channel 391
Licensee:	KFTV License Partnership, G.P.
Renewal Expiration:	12/1/2006
KMEX-TV, Los Angeles, California, Channel 342
Licensee:	KMEX License Partnership, G.P.
Renewal Expiration:	12/1/2006
KTVW-TV, Phoenix, Arizona, Channel 33
Licensee:	KTVW License Partnership, G.P.
Renewal Expiration:	10/1/2006
KUVE-LP, Tucson, Arizona, Channel 523
Licensee:	KTVW License Partnership, G.P.
Renewal Expiration:	10/1/2006
K48GX, Tucson, Arizona, Channel 484
Licensee:	KTVW License Partnership, G.P.
Renewal Expiration:	N/A
KUVI(TV), Bakersfield, California, Channel 45
Licensee:	KUVI License Partnership, G.P.
Renewal Expiration:	12/1/2006
KUVN(TV), Garland, Texas, Channel 23
Licensee:	KUVN License Partnership, G.P.
Renewal Expiration:	8/1/2006
KUVN-LP, Fort Worth, Texas, Channel 315
Licensee:	KUVN License Partnership, G.P.
Renewal Expiration:	8/1/2006
KUVS(TV), Modesto, California, Channel 19
Licensee:	KUVS License Partnership, G.P.
Renewal Expiration:	12/1/2006
KWEX-TV, San Antonio, Texas, Channel 41
Licensee:	KWEX License Partnership, G.P.
Renewal Expiration:	8/1/2006
K31FM, Austin, Texas, Channel 31
Licensee:	KWEX License Partnership, G.P.
Renewal Expiration:	8/1/2006

KXLN-TV, Rosenberg, Texas, Channel 45
Licensee:	KXLN License Partnership, G.P.
Renewal Expiration:	8/1/2006
WGBO-TV, Joliet, Illinois, Channel 66
Licensee:	WGBO License Partnership, G.P.
Renewal Expiration:	12/1/2005
WLTV(TV), Miami, Florida, Channel 23
Licensee:	WLTV License Partnership, G.P.
Renewal Expiration:	2/1/2005
WXTV(TV), Paterson, New Jersey, Channel 41
Licensee:	WXTV License Partnership, G.P.
Renewal Expiration:	6/1/2007
WXTV-LP, Philadelphia, Pennsylvania, Channel 28
Licensee:	WXTV License Partnership, G.P.
Renewal Expiration:	8/1/2007
W47AD, Hartford, Connecticut, Channel 476
Licensee:	WXTV License Partnership, G.P.
Renewal Expiration:	4/1/2007
KSTR-TV, Irving, Texas, Channel 497
Licensee:	Univision Partnership of Dallas
Renewal Expiration:	8/1/2006
WAMI-TV, Hollywood, Florida, Channel 697
Licensee:	Univision Partnership of Hollywood, Florida
Renewal Expiration:	2/1/2005
WHOT-TV, Athens, Georgia, Channel 347
Licensee:	Univision Partnership of Atlanta
Renewal Expiration:	4/1/200

1

On June 1, 1998, KFTV License Partnership, G.P. filed an application seeking displacement relief to change the channel of operation of KABE-LP from Channel 39 to Channel 31 due to the impact of full power television station digital operations. This application was mutually exclusive with another low power television applicant seeking similar displacement relief. On November 25, 1998, a Joint Request for Approval of Settlement Agreement was filed with the FCC seeking the FCC's consent to a Settlement Agreement whereby KABE-LP would be awarded the construction permit for Channel 31. On January 16, 2001, a minor amendment to the displacement application was filed. This application, amendment and Joint Request for Approval of Settlement Agreement are currently pending.

2

On October 28, 1999, KMEX License Partnership, G.P. filed an application for KMEX-TV seeking consent to the construction of a new digital facility on Channel 35. The application was granted on March 16, 2001. The construction permit will expire on May 1, 2002. On April 26, 2001, ABC Holding Company, licensee of KABC-TV, Los Angeles, California filed a Petition for Reconsideration of the grant. The petitioner has requested dismissal of the Petition pursuant to a settlement agreement.

3

On June 1, 1998, KTVW License Partnership, G.P. filed an application seeking displacement relief to change the channel of operation of KUVE-LP from Channel 52 to Channel 38 due to the

impact of full power television station digital operations. The application was granted on January 22, 2001. The construction permit will expire on January 22, 2004.

4

On June 14, 1988, KTVW License Partnership, G.P. filed an application seeking a new low power television station on Channel 48 at Tucson, Arizona. The application was granted on January 29, 2001. The construction permit will expire on January 29, 2004.

5

On June 1, 1998, KUVN License Partnership, G.P. filed an application seeking displacement relief to change the channel of operation of KUVN-LP from Channel 31 to Channel 47 due to the impact of full power television station digital operations. The application was granted on September 29, 2000. The construction permit will expire on September 29, 2003.

6

On June 1, 1998, WXTV License Partnership, G.P. filed an application seeking displacement relief to change the channel of operation of W47AD from Channel 47 to Channel 28 due to the impact of full power television station digital operations. This application was mutually exclusive with other low power television applicants seeking similar displacement relief. The application was granted on February 1, 2001. The construction permit will expire on February 1, 2004. On March 2, 2001, Paging Associates filed a Petition for Reconsideration of the grant. On March 15, 2001, W47AD filed an Opposition to Petition for Reconsideration. On March 27, 2000, Paging Associates filed a Reply to Opposition to Petition for Reconsideration. This matter is pending.

7

The Company sought and received each FCC consent required to acquire control of the licensees of certain full power television stations licensed to affiliates of USA Broadcasting, Inc., including KSTR-TV, Irving, Texas (Channel 49), WAMI-TV, Hollywood, Florida (Channel 69), and WHOT-TV, Athens, Georgia (Channel 34) (the "Initial Stations"). The transfers of control of the licensees of the Initial Stations were consummated on June 12, 2001. On June 20, 2001, Theodore M. White filed an Application for Review (the "White Petition") with the FCC. The White Petition seeks FCC review of the action, taken by the FCC's staff pursuant to delegated authority, granting consent to the transfer of control of the USA Broadcasting, Inc. stations to the Company. If the White Petition is granted, the FCC could require the Company to transfer control of the licensees of the Initial Stations back to USA Broadcasting, Inc., and could rescind the Company's authority to acquire control of the licensees of the remaining USA Broadcasting, Inc., stations.

ANNEX III

    Pursuant to Section 7(d) of the Purchase Agreement, the accountants shall furnish letters to the Purchasers to the effect that:

(i)

They are independent certified public accountants with respect to the Company and its subsidiaries under rule 101 of the AICPA's Code of Professional Conduct, and its interpretations and rulings;



(ii)

In our opinion, the consolidated financial statements and financial statement schedules audited by us and included in the Offering Circular comply as to form in all material respects with the applicable requirements of United States generally accepted auditing standards;



(iii)

The unaudited selected financial information with respect to the consolidated results of operations and financial position of the Company for the five most recent fiscal years included in the Offering Circular agrees with the corresponding amounts (after restatements where applicable) in the audited consolidated financial statements for such five fiscal years;



(iv)

On the basis of limited procedures not constituting an audit in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company and its subsidiaries, inspection of the minute books of the Company and its subsidiaries since the date of the latest audited financial statements included in the Offering Circular, inquiries of officials of the Company and its subsidiaries responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that:



(A)

the unaudited consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Offering Circular are not in conformity with generally accepted accounting principles applied on the basis substantially consistent with the basis for the unaudited condensed consolidated statements of income, consolidated balance sheets and consolidated statements of cash flows included in the Offering Circular;



(B)

any other unaudited income statement data and balance sheet items included in the Offering Circular do not agree with the corresponding items in the unaudited consolidated financial statements from which such data and items were derived, and any such unaudited data and items were not determined on a basis substantially consistent with the basis for the corresponding amounts in the audited consolidated financial statements included in the Offering Circular;



(C)

the unaudited financial statements which were not included in the Offering Circular but from which were derived any unaudited condensed financial statements referred to in clause (A) and any unaudited income statement data and balance sheet items included in the Offering Circular and referred to in clause (B) were not determined on a basis substantially consistent with the basis for the audited consolidated financial statements included in the Offering Circular;



(D)

any unaudited pro forma consolidated condensed financial statements included in the Offering Circular do not comply as to form in all material respects with the applicable accounting requirements or the pro forma adjustments have not been properly applied to the historical amounts in the compilation of those statements;



(E)

as of a specified date not more than five days prior to the date of such letter, there have been any changes in the consolidated capital stock (other than issuances of capital stock upon exercise of options and stock appreciation rights, upon earn-outs of performance shares and upon conversions of convertible securities, in each case which were outstanding on the date of the latest financial statements included in the Offering Circular or any increase in the consolidated long-term debt of the Company and its

subsidiaries, or any decreases in consolidated net current assets or stockholders' equity or other items specified by the Representative, or any increases in any items specified by the Representative, in each case as compared with amounts shown in the latest balance sheet included in the Offering Circular except in each case for changes, increases or decreases which the Offering Circular discloses have occurred or may occur or which are described in such letter; and

(F)

for the period from the date of the latest financial statements included in the Offering Circular to the specified date referred to in clause (E) there were any decreases in consolidated net revenues or operating profit or other items specified by the Representative, or any increases in any items specified by the Representative, in each case as compared with the comparable period of the preceding year and with any other period of corresponding length specified by the Representative, except in each case for decreases or increases which the Offering Circular discloses have occurred or may occur or which are described in such letter; and

(v)

In addition to the examination referred to in their report(s) included in the Offering Circular and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraphs (iii) and (iv) above, they have carried out certain specified procedures, not constituting an audit in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representative, which are derived from the general accounting records of the Company and its subsidiaries, which appear in the Offering Circular, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and its subsidiaries and have found them to be in agreement.

2

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SCHEDULE I
SCHEDULE II
ANNEX I
ANNEX II
Attachment A
Attachment B
ANNEX III

EX-4.(A)

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Univision Communications Inc.
7.85% Senior Notes due 2011

unconditionally guaranteed as to the
payment of principal, premium,
if any, and interest by the Guarantors
named in Schedule I hereto

Exchange and Registration Rights Agreement

    July 18, 2001

Goldman, Sachs & Co.,
BNP Paribas Securities Corp.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
BNY Capital Markets, Inc.
Fleet Securities, Inc.
Mizuho International plc
UBS Warburg LLC
  As representatives of the several Purchasers named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

    Univision Communications Inc., a Delaware corporation (the "Company"), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) its 7.85% Senior Notes due 2011, which are unconditionally guaranteed by the Guarantors (as defined herein). As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Company and each of the Guarantors agree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.

Certain Definitions. For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

"Base Interest" shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

    The term "broker-dealer" shall mean any broker or dealer registered with the Commission under the Exchange Act.

"Closing Date" shall mean the date on which the Securities are initially issued.

"Commission" shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

1

"Effective Time," in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Registration Statement effective or as of which the Exchange Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

    "Electing Holder" shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

"Exchange Act" shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

"Exchange Offer" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Registration" shall have the meaning assigned thereto in Section 3(c) hereof.

"Exchange Registration Statement" shall have the meaning assigned thereto in Section 2(a) hereof.

"Exchange Securities" shall have the meaning assigned thereto in Section 2(a) hereof.

"Guarantors" shall have the meaning assigned thereto in the Indenture, which Guarantors are named in Schedule I hereto.

    The term "holder" shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

"Indenture" shall mean the Indenture, dated as of July 18, 2001, among the Company, each of the Guarantors and The Bank of New York, as Trustee, as the same shall be amended from time to time.

    "Notice and Questionnaire" means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

    The term "person" shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

"Purchase Agreement" shall mean the Purchase Agreement, dated as of July 13, 2001, among the Purchasers, each of the Guarantors and the Company relating to the Securities.

"Purchasers" shall mean the Purchasers named in Schedule I to the Purchase Agreement.

"Registrable Securities" shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a)); (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144 by the holder thereof; or (v) such Security shall cease to be outstanding.

2

"Registration Default" shall have the meaning assigned thereto in Section 2(c) hereof.

"Registration Expenses" shall have the meaning assigned thereto in Section 4 hereof.

"Registration Statement" shall mean any Exchange Registration Statement or Shelf Registration Statement.

"Resale Period" shall have the meaning assigned thereto in Section 2(a) hereof.

"Restricted Holder" shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder's business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

"Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

"Securities" shall mean, collectively, the 7.85% Senior Notes due 2011 of the Company to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the guarantees provided for in the Indenture (the "Guarantees") and, unless the context otherwise requires, any reference herein to a "Security," an "Exchange Security" or a "Registrable Security" shall include a reference to the related Guarantees.

"Securities Act" shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

"Shelf Registration" shall have the meaning assigned thereto in Section 2(b) hereof.

"Shelf Registration Statement" shall have the meaning assigned thereto in Section 2(b) hereof.

"Special Interest" shall have the meaning assigned thereto in Section 2(c) hereof.

"Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

    Unless the context otherwise requires, any reference herein to a "Section" or "clause" refers to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or other subdivision.

2.

Registration Under the Securities Act.

(a)

Except as set forth in Section 2(b) below, the Company agrees to file under the Securities Act, as soon as practicable, but no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the "Exchange Registration Statement", and such offer, the "Exchange Offer") any and all of the Securities for a like aggregate principal amount of debt securities issued by the Company and guaranteed by each of the Guarantors, which debt securities and guarantees are substantially identical to the Securities and the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the additional interest contemplated in Section 2(c) below (such new debt securities hereinafter called "Exchange Securities"). The Company agrees to use its

3

reasonable best efforts to cause the Exchange Registration Statement to become effective under the Securities Act as soon as practicable, but no later than 150 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company further agrees to use its reasonable best efforts to commence and complete the Exchange Offer promptly, but no later than 60 days after the Exchange Registration Statement has become effective, hold the Exchange Offer open for at least 20 business days and exchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been "completed" only if the debt securities and related guarantees received by holders, other than Restricted Holders, in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 20 business days following the commencement of the Exchange Offer. The Company agrees (x) to include in the Exchange Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer that holds Registrable Securities for its own account as a result of market-making activities or other trading activities (a "Participating Broker-Dealer") and (y) to keep such Exchange Registration Statement effective for a period (the "Resale Period") beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180^th day after the Exchange Offer has been completed or such time as such Participating Broker-Dealers no longer own any Registrable Securities. With respect to such Exchange Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

(b)

If (i) on or prior to the time the Exchange Offer is completed existing Commission interpretations are changed such that the debt securities or the related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are not or would not be, upon receipt, transferable by each such holder without restriction under the Securities Act, (ii) the Exchange Offer has not been completed within 210 days following the Closing Date or (iii) the Exchange Offer is not available to any holder of the Securities, the Company shall, in lieu of (or, in the case of clause (iii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), file under the Securities Act as soon as practicable, but no later than the later of 30 days after the time such obligation to file arises, a "shelf" registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the "Shelf Registration" and such registration statement, the "Shelf Registration Statement"). The Company agrees to use its reasonable best efforts (x) to cause the Shelf Registration Statement to become or be declared effective no later than 90 days after such Shelf Registration Statement is filed and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus

4

forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) in the event that the Exchange Offer is not completed pursuant to either clause (i) or (ii) above, after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof. The Company further agrees to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

(c)

In the event that (i) the Company has not filed the Exchange Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) the Exchange Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been completed within 60 days after the initial effective date of the Exchange Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default" and each period during which a Registration Default has occurred and is continuing, a "Registration Default Period"), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest ("Special Interest"), in addition to the Base Interest, shall accrue at a per annum rate of 0.25% for the first 90 days of the Registration Default Period, at a per annum rate of 0.50% for the second 90 days of the Registration Default Period, at a per annum rate of 0.75% for the third 90 days of the Registration Default Period and at a per annum rate of 1.0% thereafter. Special Interest on such Securities shall cease to accrue (A) in the case of clause (i) above, upon the filing of the Exchange Registration Statement or Shelf Registration Statement, (B) in the case of clause (ii) above, upon the effectiveness of the Exchange Registration Statement or Shelf Registration Statement, (C) in the case of clause (iii) above, upon the completion of the Exchange Offer, (D) in the case of clause (iv) above, upon the cessation of the stop order suspending the effectiveness of such Exchange Registration Statement or Shelf Registration Statement and (E) other than with respect to a holder that is an affiliate of the Company or a holder that is not otherwise eligible to utilize the provisions of Rule 144k under the Securities Act, upon the expiration of two years (or such shorter period as may be prescribed by paragraph (k) of Rule 144) commencing on the Closing Date.



(d)

The Company shall take, and shall cause each of the Guarantors to take, all actions necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected

5

as so contemplated, including all actions necessary or desirable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

(e)

Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

3.

Registration Procedures.

    If the Company files a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)

At or before the Effective Time of the Exchange Offer or the Shelf Registration, as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act of 1939.



(b)

In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.



(c)

In connection with the Company's obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the "Exchange Registration"), if applicable, the Company shall, as soon as practicable (or as otherwise specified):

(i)

prepare and file with the Commission, as soon as practicable but no later than 90 days after the Closing Date, an Exchange Registration Statement on any form which may be utilized by the Company and which shall permit the Exchange Offer and resales of Exchange Securities by Participating Broker-Dealers during the Resale Period to be effected as contemplated by Section 2(a), and use its reasonable best efforts to cause such Exchange Registration Statement to become effective as soon as practicable thereafter, but no later than 150 days after the Closing Date;

(ii)

as soon as practicable prepare and file with the Commission such amendments and supplements to such Exchange Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Registration Statement, and promptly provide each Participating Broker-Dealer holding Exchange Securities that has provided written notice to the Company that it will be utilizing the prospectus contained in the Exchange Registration Statement, with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

6

(iii)	promptly notify each Participating Broker-Dealer that has provided written notice to the Company that it will be utilizing the prospectus contained in the Exchange Registration Statement, and confirm such advice in writing, (A) when such Exchange Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Exchange Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(iv)	in the event that the Company would be required, pursuant to Section 3(c)(iii)(F) above, to notify any Participating Broker-Dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(v)	use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Registration Statement or any post-effective amendment thereto at the earliest practicable date;

7

(vi)	use its reasonable best efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each Participating Broker-Dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Company nor the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;
(vii)	use its reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by Participating Broker-Dealers during the Resale Period;
(viii)	provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time;
(ix)	comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(d)

In connection with the Company's obligations with respect to the Shelf Registration, if applicable, the Company shall, as soon as practicable (or as otherwise specified):

(i)

prepare and file with the Commission, as soon as practicable but in any case within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and which shall register all of the Registrable Securities for resale by the holders thereof in accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and use its reasonable best efforts to cause such Shelf Registration Statement to become effective as soon as practicable but in any case within the time periods specified in Section 2(b);

(ii)

not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the registered owners of such Registrable Securities and any organization holding Registrable Securities through such registered owners for one or more beneficial owners; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;

8

(iii)	after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company;
(iv)	as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;
(v)	take all reasonable steps as an issuer necessary to allow the holders of all the Registrable Securities covered by such Shelf Registration Statement to dispose of such Registrable Securities in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;
(vi)	provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders the opportunity to participate in the preparation of such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto;
(vii)	for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company's principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement);

9

(viii)	promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto or any request by the Commission for amendments or supplements to such Shelf Registration Statement or prospectus or for additional information, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company contemplated by Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;
(ix)	use its reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;
(x)	if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

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(xi)	furnish to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) an executed copy (or, in the case of an Electing Holder, a conformed copy) of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto (in the case of an Electing Holder of Registrable Securities, upon request) and documents incorporated by reference therein) and such number of copies of such Shelf Registration Statement (excluding exhibits thereto and documents incorporated by reference therein unless specifically so requested by such Electing Holder, agent or underwriter, as the case may be) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;
(xii)	use its reasonable best efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and for so long as may be necessary to enable any such Electing Holder, agent or underwriter to complete its distribution of Registrable Securities pursuant to such Shelf Registration Statement and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neither the Company nor the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;
(xiii)	use its reasonable best efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities;

11

(xiv)	unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;
(xv)	provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;
(xvi)	enter into one or more underwriting agreements, engagement letters, agency agreements, "best efforts" underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

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(xvii)
whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, if requested by any Electing Holders aggregating at least 20% in aggregate principle amount of the Registrable Securities at the time outstanding, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement or to a registration statement filed on the form applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Company in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto); (C) obtain a "cold comfort" letter or letters from the independent certified public accountants of the Company addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers' certificates, as may be reasonably requested by any Electing Holders of at least 20% in aggregate principal amount of the Registrable Securities at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors; and (E) undertake such obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

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(xviii)	notify in writing each registered owner of such Registrable Securities and any organization holding Registrable Securities through such registered owners for one or more beneficial owners of any proposal by the Company to amend or waive any provision of this Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;
(xix)	in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or "assist in the distribution" (within the meaning of the Conduct Rules (the "Conduct Rules) of the National Association of Securities Dealers, Inc. ("NASD") or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a "qualified independent underwriter" (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and
(xx)	comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earnings statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

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(e)

In the event that the Company would be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company shall without delay prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing Holder shall deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such Electing Holder's possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.



(f)

In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder's intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company without delay of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder's intended method of disposition of such Registrable Securities or omits to state any material fact regarding such Electing Holder or such Electing Holder's intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing.



(g)

Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its "affiliates" (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

4.

Registration Expenses.

    The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company's performance of or compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including, in the case of any NASD registration, filing and review, the fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their

15

eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any fees and disbursements of one counsel for all Electing Holders and underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or producing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses of the Company relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) reasonable fees and expenses of the Trustee under the Indenture and any counsel for the Trustee, (f) internal expenses (including all salaries and expenses of the Company's officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or "cold comfort" letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any "qualified independent underwriter" engaged pursuant to Section 3(d)(xix) hereof, (i) fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the "Registration Expenses"). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

5.

Representations and Warranties.

    The Company and each of the Guarantors, jointly and severally, represent and warrant to, and agree with, each Purchaser and each of the holders from time to time of Registrable Securities that:

(a)

Each registration statement covering Registrable Securities and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than from (i) such time as a notice has been given to holders of Registrable Securities pursuant to Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration statement, and each prospectus (including any

16

summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities or any placement or sales agent or underwriter expressly for use therein.

(b)

Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities or any placement or sales agent or underwriter expressly for use therein.



(c)

The compliance by the Company with all of the provisions of this Exchange and Registration Rights Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any subsidiary of the Company is a party or by which the Company or any subsidiary of the Company is bound or to which any of the property or assets of the Company or any subsidiary of the Company is subject, nor will such action result in any violation of the provisions of the certificate of incorporation, as amended, or the by-laws of the Company or any of the Guarantors or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any subsidiary of the Company or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company and each of the Guarantors of the transactions contemplated by this Exchange and Registration Rights Agreement, except the registration under the Securities Act of the Securities, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under State securities or blue sky laws in connection with the offering and distribution of the Securities.



(d)

This Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company.

6.

Indemnification.

(a)

Indemnification by the Company and each of the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in any Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material

17

fact contained in any Exchange Registration Statement or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon 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, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein; and provided, further, that with respect to any untrue statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus, the indemnity agreement contained in this subsection (a) shall not inure to the benefit of any holder, Electing Holder, agent or underwriter from whom the person asserting any such loss, claim, damage or liability purchased the Registrable Securities concerned if the final prospectus corrected any such untrue statement or alleged untrue statement or omission or alleged omission and the Company provided such holder, Electing Holder, agent or underwriter with a sufficient number of copies of such corrected final prospectus and such holder, Electing Holder, agent or underwriter did not deliver a copy of the final prospectus to such person.

(b)

Indemnification by the Holders and any Agents and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company, each of the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, any of the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and each of the Guarantors for any legal or other expenses reasonably incurred by the Company and each of the Guarantors in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder's Registrable Securities pursuant to such registration.

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(c)

Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.



(d)

Contribution. If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then, except to the extent (but only to the extent) that the indemnifying party suffers actual prejudice as a result of any failure by the indemnified party to notify the indemnifying party of any action as required by subsection (c) above, each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute

19

any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders' and any underwriters' obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

(e)

Further Liability. The obligations of the Company and each of the Guarantors under this Section 6 shall be in addition to any liability which the Company or any of the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or any of the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of the Company or any of the Guarantors) and to each person, if any, who controls the Company within the meaning of the Securities Act.

7.

Underwritten Offerings.

(a)

Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

(b)

Participation by Holders. Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8.

Rule 144.

    The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without

20

registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder's sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

9.

Miscellaneous.

(a)

No Inconsistent Agreements. The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement.

(b)

Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction.

(c)

Notices. All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at Univision Communications Inc., 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067 to the attention of the General Counsel, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(d)

Parties in Interest. All the terms and provisions of this Exchange and Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e)

Survival. The respective indemnities, agreements, representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner

21

thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.

(f)

Governing Law. This Exchange and Registration Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(g)

Headings. The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange and Registration Rights Agreement.



(h)

Entire Agreement; Amendments. This Exchange and Registration Rights Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights Agreement may be amended and the observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.



(i)

Inspection. For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the holders of Registrable Securities shall be made available for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.



(j)

Counterparts. This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

22

    If the foregoing is in accordance with your understanding, please sign and return to us seven counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers, each of the Guarantors and the Company. It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

Very truly yours,

UNIVISION COMMUNICATIONS, INC.
By:	/s/ C. DOUGLAS KRANWINKLE
	Name: C. Douglas Kranwinkle Title: Executive Vice President and General Counsel

SUNSHINE ACQUISITION CORP.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

SUNSHINE ACQUISITION L.P.
By:	Sunshine Acquisition Corp. its General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

THE UNIVISION NETWORK LIMITED PARTNERSHIP
By:	Univision Communications Inc. its General Partner
By:	/s/ C. DOUGLAS KRANWINKLE
	Name: C. Douglas Kranwinkle Title: Executive Vice President and General Counsel

S–1

PTI HOLDINGS, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

UNIVISION TELEVISION GROUP, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KWEX LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KUVN LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KMEX LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

S–2

KDTV LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KFTV LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KTVW LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

S–3

KXLN LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

WGBO LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

WXTV LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

WLTV LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

S–4

KUVS LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

KUVI LICENSE PARTNERSHIP, G.P.
By:	Univision Television Group, Inc. its Controlling General Partner
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

GALAVISION, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

UNIVISION-EV HOLDINGS, LLC
By:	/s/ GEORGE W. BLANK
	Name: George W. Blank Title: Manager

UNIVISION ONLINE, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

UNIVISION MUSIC, INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Vice President and Secretary

S–5

UNIVISION ACQUISITION CORP.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION OF DALLAS INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION OF ATLANTA INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION OF HOLLYWOOD, FLORIDA INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION SPANISH MEDIA INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

STATION WORKS LLC
By:	Univision Acquisition Corp. its Sole Member
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

S–6

UNIVISION PARTNERSHIP OF DALLAS
By:	Univision Dallas LLC its Managing General Partner
By:	Univision of Dallas Inc.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION PARTNERSHIP OF ATLANTA
By:	Atlanta Station LLC its Managing General Partner
By:	Univision of Atlanta Inc.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION PARTNERSHIP OF HOLLYWOOD, FLORIDA
By:	Hollywood Florida Station LLC its Managing General Partner
By:	Univision of Hollywood, Florida Inc.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

UNIVISION OF PUERTO RICO INC.
By:	/s/ ROBERT V. CAHILL
	Name: Robert V. Cahill Title: Executive Vice President

S–7

Accepted as of the date hereof:

Goldman, Sachs & Co.

BNP Paribas Securities Corp.
J.P. Morgan Securities Inc.
Banc of America Securities
LLC BNY Capital Markets, Inc.
Fleet Securities, Inc.
Mizuho International plc
UBS Warburg LLC

By:	/s/ GOLDMAN, SACHS & CO.
	(Goldman, Sachs & Co.) On behalf of each of the Purchasers

S–8

SCHEDULE I

Guarantors

Sunshine Acquisition Corp.

Sunshine Acquisition L.P.

The Univision Network Limited Partnership

PTI Holdings, Inc.

Univision Television Group, Inc.

KWEX License Partnership, G.P., a California general partnership

KUVN License Partnership, G.P., a California general partnership

KMEX License Partnership, G.P., a California general partnership

KDTV License Partnership, G.P., a California general partnership

KFTV License Partnership, G.P., a California general partnership

KTVW License Partnership, G.P., a California general partnership

KXLN License Partnership, G.P., a California general partnership

WGBO License Partnership, G.P., a California general partnership

WXTV License Partnership, G.P., a California general partnership

WLTV License Partnership, G.P., a California general partnership

KUVS License Partnership, G.P., a California general partnership

KUVI License Partnership, G.P., a California general partnership

Galavision, Inc.

Univision-EV Holdings, LLC

Univision Online, Inc.

Univision Music, Inc.

Univision Acquisition Corp.

Univision of Dallas, Inc.

Univision of Atlanta Inc.

Univision of Hollywood, Florida Inc.

Univision Spanish Media Inc.

Station Works, LLC

Univision Partnership of Dallas

Univision Partnership of Atlanta

Univision Partnership of Hollywood, Florida

Univision of Puerto Rico Inc.

Exhibit A

Univision Communications Inc.

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT—IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE: [DATE]^*

    The Depository Trust Company ("DTC") has identified you as a DTC Participant through which beneficial interests in the Univision Communications Inc. (the "Company") 7.85% Senior Notes due 2011 (the "Securities") are held.

    The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof. In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response]. Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you. If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Univision Communications Inc., 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067, (310) 556-7676.

*

Not less than 28 calendar days from date of mailing.

A–1

Univision Communications Inc.

Notice of Registration Statement
and
Selling Securityholder Questionnaire

(Date)

    Reference is hereby made to the Exchange and Registration Rights Agreement (the "Exchange and Registration Rights Agreement") between Univision Communications Inc. (the "Company") and the Purchasers named therein. Pursuant to the Exchange and Registration Rights Agreement, the Company proposes to file with the United States Securities and Exchange Commission (the "Commission") a registration statement on Form      (the "Shelf Registration Statement") for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), of the Company's 7.85% Senior Notes due 2011 (the "Securities"). A copy of the Exchange and Registration Rights Agreement is attached hereto. All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

    Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement. In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire ("Notice and Questionnaire") must be completed, executed and delivered to the Company's counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

    Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus. Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

    The term "Registrable Securities" is defined in the Exchange and Registration Rights Agreement.

A–2

ELECTION

    The undersigned holder (the "Selling Securityholder") of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3). The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

    Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

    The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

A–3

QUESTIONNAIRE

(1)	(a)	Full Legal Name of Selling Securityholder:
	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:
	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:
(2)		Address for Notices to Selling Securityholder:

Telephone:

Fax:

Contact Person:

A–4

(3)		Beneficial Ownership of Securities:
		Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	(a)	Principal amount of Registrable Securities beneficially owned:                          CUSIP No(s). of such Registrable Securities:
	(b)	Principal amount of Securities other than Registrable Securities beneficially owned:                          CUSIP No(s). of such other Securities:
	(c)	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:                          CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
(4)		Beneficial Ownership of Other Securities of the Company:
		Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3).
		State any exceptions here:
(5)		Relationships with the Company:
		Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
		State any exceptions here:
(6)		Plan of Distribution:
		Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.
		State any exceptions here:

    By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

A–5

    In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

    By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus. The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

    In accordance with the Selling Securityholder's obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect. All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)

To the Company:

Univision Communications Inc.
1999 Avenue of the Stars
Suite 3050
Los Angeles, CA 90067
attn: General Counsel

(ii)

With a copy to:

O'Melveny & Myers LLP
1999 Avenue of the Stars
7^th Floor
Los Angeles, CA 90067
attn: Allison Keller, Esq.

    Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company's counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above. This Agreement shall be governed in all respects by the laws of the State of New York.

A–6

    IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:
	Selling Securityholder (Print/type full legal name of beneficial owner of Registrable Securities)
	By:
	Name: Title:

    PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

O'Melveny & Myers LLP
1999 Avenue of the Stars
7^th Floor
Los Angeles, CA 90067
attn: Allison Keller, Esq.

A–7

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York
Univision Communications Inc.
c/o The Bank of New York
101 Barclay Street, Floor 21 West,
New York, New York 10286

Attention: Trust Officer

    Re:  Univision Communications Inc. (the "Company")
7.85% Senior Notes due 2011

Dear Sirs:

    Please be advised that  has transferred $         aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form  (File No. 333-      ) filed by the Company.

    We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus dated            , 2001 or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner's name.

Dated:

Very truly yours,
	(Name)
By:
	(Authorized Signature)

B–1

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SCHEDULE I
Exhibit A
Univision Communications Inc. INSTRUCTION TO DTC PARTICIPANTS (Date of Mailing) URGENT—IMMEDIATE ATTENTION REQUESTED DEADLINE FOR RESPONSE: [DATE] ^*
Univision Communications Inc. Notice of Registration Statement and Selling Securityholder Questionnaire (Date)
ELECTION
QUESTIONNAIRE
Exhibit B
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

EX-4.(B)

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LETTER OF TRANSMITTAL

UNIVISION COMMUNICATIONS INC.

OFFER TO EXCHANGE
7.85% SENIOR NOTES DUE 2011
FOR ANY AND ALL
OUTSTANDING 7.85% SENIOR NOTES DUE 2011
PURSUANT TO THE PROSPECTUS DATED OCTOBER __, 2001

    THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [NOVEMBER __], 2001, UNLESS THE EXCHANGE OFFER IS EXTENDED.

THE PRINCIPAL EXCHANGE AGENT (THE "EXCHANGE AGENT") FOR THE EXCHANGE OFFER IS:
The Bank of New York

By Registered or Certified Mail:	By Hand or Overnight Delivery:
The Bank of New York 20 Broad Street, Lower Level New York, New York 10005 Attention: Frank Driscoll and Henry Lopez	The Bank of New York 20 Broad Street, Lower Level New York, New York 10005 Attention: Frank Driscoll and Henry Lopez Reorganization Section

FOR QUESTIONS REGARDING THIS LETTER OF TRANSMITTAL OR FOR OTHER INFORMATION, YOU MAY CONTACT THE EXCHANGE AGENT.

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS LETTER OF TRANSMITTAL.

    The undersigned acknowledges that he or she has received the prospectus dated October __, 2001 (the "Prospectus") of Univision Communications Inc. (the "Company") and the guarantors named therein (each a "Guarantor"), and this Letter of Transmittal and the instructions hereto (the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange $1,000 principal amount of each of its 7.85% Senior Notes due 2011 (the "new Notes") the offering of which has been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement of which the Prospectus is a part, for each $1,000 principal amount of its outstanding 7.85% Senior Notes due 2011 (the "old Notes"), of which $500,000,000 aggregate principal amount is outstanding, upon the terms and subject to the conditions set forth in the Prospectus. The term "Expiration Date" will mean 5:00 p.m., New York City time, on November __, 2001, unless the Company, in its sole discretion, extends the Exchange Offer, in which case the term will mean the latest date and time to which the Exchange Offer is extended by the Company. Capitalized terms used but not defined herein have the meaning given to them in the Prospectus.

    This Letter of Transmittal is to be used if: (1) certificates representing old Notes are to be physically delivered to the Exchange Agent herewith by Holders (as defined below); (2) tender of old Notes is to be made by book-entry transfer to an account maintained by the Exchange Agent at The Depository Trust Company ("DTC"), pursuant to the procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes" in the Prospectus by any financial institution that is a participant in DTC and whose name appears on a security position listing as the owner of old Notes; or (3) tender of old Notes is to be made according to the guaranteed delivery procedures set forth in the Prospectus under "The Exchange Offer—Guaranteed Delivery Procedures." Delivery of this Letter of Transmittal and any other required documents must be made to the Exchange Agent.

DELIVERY OF DOCUMENTS TO DTC IN ACCORDANCE WITH DTC PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

    The term "Holder" as used herein means any person in whose name old Notes are registered on the books of the Company or any other person who has obtained a properly completed bond power from the registered holder.

    All Holders of old Notes who wish to tender their old Notes must, before the Expiration Date: (1) complete, sign, and deliver this Letter of Transmittal, or a facsimile thereof, to the Exchange Agent, in person or to the address set forth above; and (2) tender (and not withdraw) his or her old Notes or, if a tender of old Notes is to be made by book-entry transfer to the account maintained by the Exchange Agent at DTC, confirm such book-entry transfer (a "Book-Entry Confirmation"), in each case in accordance with the procedures for tendering described in the Instructions to this Letter of Transmittal. Holders of old Notes whose certificates are not immediately available, or who are unable to deliver their certificates or Book-Entry Confirmation and all other documents required by this Letter of Transmittal to be delivered to the Exchange Agent on or before the Expiration Date, must tender their old Notes according to the guaranteed delivery procedures set forth under the caption "The Exchange Offer—Guaranteed Delivery Procedures" in the Prospectus. (See Instruction 2.)

    Upon the terms and subject to the conditions of the Exchange Offer, the acceptance for exchange of the old Notes validly tendered and not withdrawn and the issuance of the new Notes will be made promptly following the Expiration Date. For the purposes of the Exchange Offer, the Company will be deemed to have accepted for exchange validly tendered old Notes when, as and if the Company has given written notice thereof to the Exchange Agent.

    The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW. THE INSTRUCTIONS INCLUDED IN THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS, THIS LETTER OF TRANSMITTAL AND THE NOTICE OF GUARANTEED DELIVERY MAY BE DIRECTED TO THE EXCHANGE AGENT. (SEE INSTRUCTION 12.)

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OLD NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY AND COMPLY WITH ALL OF ITS TERMS.

2

    List below the old Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the Certificate Numbers and Principal Amounts should be listed on a separate signed schedule, attached hereto. The minimum permitted tender is $1,000 in principal amount of each of the 7.85% Senior Notes due 2011. All other tenders must be in integral multiples of $1,000.

BOX I DESCRIPTION OF 7.85% SENIOR NOTES DUE 2011
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)* (PLEASE FILL IN, IF BLANK)	(A) CERTIFICATE NUMBER(S)	(B) AGGREGATE PRINCIPAL AMOUNT TENDERED (IF LESS THAN ALL)**
	Total Principal Amount of old Notes

*

Need not be completed by book-entry Holders.

**

Need not be completed by Holders who wish to tender all old Notes listed.

PLEASE READ CAREFULLY THE ACCOMPANYING INSTRUCTIONS

BOX II

SPECIAL REGISTRATION INSTRUCTIONS

(SEE INSTRUCTIONS 4, 5 AND 6)

    To be completed ONLY if certificates
for old Notes in a principal amount not tendered, or new Notes issued in exchange for old Notes accepted for exchange, are to be issued in the name of someone other than the undersigned.

Issue certificate(s) to:

Name: 

(PLEASE PRINT)

(PLEASE PRINT)

Address: 

(INCLUDING ZIP CODE)

(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

BOX III

SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4, 5 AND 6)

    To be completed ONLY if certificates for old Notes in a principal amount not tendered, or new Notes issued in exchange for old Notes accepted for exchange, are to be delivered to someone other than the undersigned.

Deliver certificate(s) to:

Name: 

(PLEASE PRINT)

(PLEASE PRINT)

Address: 

(INCLUDING ZIP CODE)

(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)

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/

/  CHECK HERE IF OLD NOTES ARE BEING DELIVERED BY DTC TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING:

    Name of Tendering Institution 

/

/  The Depository Trust Company

    Account Number 

    Transaction Code Number 

    Holders whose old Notes are not immediately available or who cannot deliver their old Notes and all other documents required hereby to the Exchange Agent on or before the Expiration Date may tender their old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." (See Instruction 2.)

/

/  CHECK HERE IF OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING:

    Name(s) of Tendering Holder(s) 

    Date of Execution of Notice of Guaranteed Delivery 

    Name of Institution which Guaranteed Delivery 

    Transaction Code Number 

/

/  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO:

    Name: 

    Address: 

IMPORTANT:  THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OLD NOTES OR A CONFIRMATION OF BOOK-ENTRY TRANSFER OF SUCH OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR, IF GUARANTEED DELIVERY PROCEDURES ARE TO BE COMPLIED WITH, A NOTICE OF GUARANTEED DELIVERY, MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR BEFORE THE EXPIRATION DATE.

4

NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

    Subject to the terms and conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of old Notes indicated above.

    Subject to and effective upon the acceptance for exchange of the principal amount of old Notes tendered hereby in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Indenture for the old Notes and the new Notes) with respect to the tendered old Notes with full power of substitution (such power of attorney being deemed an irrevocable power coupled with an interest), subject only to the right of withdrawal described in the Prospectus, to (1) deliver certificates for such old Notes to the Company or transfer ownership of such old Notes on the account books maintained by DTC, together, in either such case, with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (2) present such old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such old Notes, all in accordance with the terms of the Exchange Offer.

    The undersigned acknowledges that the Exchange Offer is being made in reliance upon interpretative advice given by the staff of the SEC to third parties in connection with transactions similar to the Exchange Offer, so that the new Notes issued pursuant to the Exchange Offer in exchange for the old Notes may be offered for resale, resold and otherwise transferred by holders thereof (other than a broker-dealer who purchased such old Notes directly from the Company for resale pursuant to Rule 144A, Regulation S or any other available exemption under the Securities Act or a person that is an "affiliate" of the Company or a Guarantor within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such new Notes are acquired in the ordinary course of such holders' business and such holders are not participating, do not intend to participate and have no arrangement or understanding with any person to participate, in the distribution of such new Notes.

    The undersigned represents and warrants that: (1) the new Notes acquired pursuant to the Exchange Offer are being acquired in the ordinary course of business of the person receiving new Notes (which will be the undersigned unless otherwise indicated in the box entitled "Special Delivery Instructions" above) (the "Recipient"); (2) neither the undersigned nor the Recipient (if different) is engaged in, intends to engage in or has any arrangement or understanding with any person to participate in the distribution (as that term is interpreted by the SEC) of such new Notes; and (3) neither the undersigned nor the Recipient (if different) is an "affiliate" of the Company or of a Guarantor as defined in Rule 405 under the Securities Act, or if it is an affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable.

    If the undersigned is a broker-dealer, the undersigned further: (1) represents that it acquired old Notes for the undersigned's own account as a result of market-making activities or other trading activities; (2) represents that it has not entered into any arrangement or understanding with the Company or a Guarantor or any "affiliate" of the Company or a Guarantor (within the meaning of Rule 405 under the Securities Act) to distribute the new Notes to be received in the Exchange Offer; and (3) acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act (for which purposes, the delivery of the Prospectus, as the same may be hereafter supplemented or amended, will be sufficient) in connection with any resale of new Notes received in the Exchange Offer. Such a broker-dealer will not be deemed, solely by reason of such acknowledgment and prospectus delivery, to admit that it is an "underwriter" within the meaning of the Securities Act.

    The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the old Notes tendered hereby and to acquire new Notes issuable upon the exchange of such tendered old Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed to be necessary or desirable by the Exchange Agent or the Company in order to complete the exchange, assignment and transfer of tendered old Notes or transfer of ownership of such old Notes on the account books maintained by a book-entry transfer facility.

5

    The undersigned agrees that acceptance of any tendered old Notes by the Company and the issuance of new Notes in exchange therefor will constitute performance in full by the Company of its obligations under the Registration Rights Agreement (as defined in the Prospectus) and that, upon the issuance of the new Notes, the Company will have no further obligations or liabilities thereunder for the registration of the old Notes or the new Notes.

    The undersigned understands that tenders of old Notes pursuant to the procedures described under the caption "The Exchange Offer—Procedures for Tendering Old Notes" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned, the Company and the Exchange Agent in accordance with the terms and subject to the conditions of the Exchange Offer.

    The Exchange Offer is subject to certain conditions set forth in the Prospectus under the caption "The Exchange Offer—Conditions of the Exchange Offer." The undersigned recognizes that as a result of these conditions, as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the old Notes tendered hereby. If any tendered old Notes are not accepted for exchange pursuant to the Exchange Offer for any reason, certificates for any such unaccepted old Notes will be returned (except as noted below with respect to lenders through DTC), at the Company's cost and expense, to the undersigned at the address shown below or at a different address as may be indicated herein under "Special Delivery Instructions" as promptly as practicable after the Expiration Date.

    All authority conferred or agreed to be conferred by this Letter of Transmittal will survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under this Letter of Transmittal will be binding on the undersigned's heirs, personal representatives, successors and assigns. This tender may be withdrawn only in accordance with the procedures set forth in this Letter of Transmittal.

    By acceptance of the Exchange Offer, each broker-dealer that receives new Notes pursuant to the Exchange Offer hereby acknowledges and agrees that upon the receipt of notice by the Company of the happening of any event that makes any statement in the Prospectus untrue in any material respect or that requires the making of any changes in the Prospectus in order to make the statements therein not misleading (which notice the Company agrees to deliver promptly to such broker-dealer), such broker-dealer will suspend use of the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented prospectus to such broker-dealer.

    Unless otherwise indicated under "Special Registration Instructions," please issue the certificates representing the new Notes issued in exchange for the old Notes accepted for exchange and return any certificates for old Notes not tendered or not exchanged, in the name(s) of the undersigned (or, in either such event in the case of old Notes tendered by DTC, by credit to the account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the new Notes issued in exchange for the old Notes accepted for exchange and any certificates for old Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. If both "Special Registration Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the new Notes issued in exchange for the old Notes accepted for exchange in the name(s) of, and return any certificates for old Notes not tendered or not exchanged to, the person(s) so indicated. The undersigned understands that the Company has no obligations pursuant to the "Special Registration Instructions" or "Special Delivery Instructions" to transfer any old Notes from the name of the registered Holder(s) thereof if the Company does not accept for exchange any of the old Notes so tendered.

    Holders who wish to tender the old Notes and (1) whose old Notes are not immediately available or (2) who cannot deliver their old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent before the Expiration Date, may tender their old Notes according to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." See Instruction 1 regarding the completion of the Letter of Transmittal.

6

PLEASE SIGN HERE WHETHER OR NOT
OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY
AND WHETHER OR NOT TENDER IS TO BE MADE
PURSUANT TO THE GUARANTEED DELIVERY PROCEDURES

This Letter of Transmittal must be signed by the registered holder(s) as their name(s) appear on the old Notes or, if tendered by a participant in DTC, exactly as such participant's name appears on a security listing as the owner of old Notes, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If old Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then such person must (1) set forth his or her full title below and (2) unless waived by the Company, submit evidence satisfactory to the Company of such person's authority so to act. (See Instruction 4.)

X	Date:
X	Date:
Signature(s) of Holder(s) or Authorized Signatory
Name(s):	Address:
Name(s):	Address:
Please Print	Including Zip Code
Capacity:	Telephone Number:
	Including Area Code
Social Security No.

PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN

7

BOX IV
SIGNATURE GUARANTEE (SEE INSTRUCTION 1)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION

(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)

(FIRM ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NO.
(INCLUDING AREA CODE))

(AUTHORIZED SIGNATURE)

(PRINTED NAME)

(TITLE)

Date:                                                

8

INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.

GUARANTEE OF SIGNATURES.

    Signatures on this Letter of Transmittal need not be guaranteed if (a) this Letter of Transmittal is signed by the registered holder(s) of the old Notes tendered herewith and such holder(s) have not completed the box set forth herein entitled "Special Registration Instructions" or the box entitled "Special Delivery Instructions" or (b) such old Notes are tendered for the account of a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or correspondent in the United States (each, an "Eligible Institution"). (See Instruction 6.) Otherwise, all signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an Eligible Institution. All signatures on bond powers and endorsements on certificates must also be guaranteed by an Eligible Institution.

2.

DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES.

    Unless the Exchange Agent has received a properly transmitted Agent's Message (as defined below), certificates for all physically delivered old Notes or confirmation of any book-entry transfer to the Exchange Agent at DTC of old Notes tendered by book-entry transfer, as well as, in each case (including cases where tender is effected by book-entry transfer), a properly completed and duly executed copy of this Letter of Transmittal or facsimile hereof and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein before 5:00 p.m., New York City time, on the Expiration Date. The method of delivery of the tendered old Notes, this Letter of Transmittal and all other required documents to the Exchange Agent is at the election and risk of the Holder and the delivery will be deemed made only when actually received by the Exchange Agent. If old Notes are sent by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery. No Letter of Transmittal or old Notes should be sent to the Company.

    The Exchange Agent will make a request to establish an account with respect to the old Notes at DTC for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in DTC may make book-entry delivery of old Notes by causing DTC to transfer such old Notes into the appropriate Exchange Agent's account at DTC in accordance with DTC's procedures for transfer. However, although delivery of old Notes may be effected through book-entry transfer at DTC, the Letter of Transmittal, with any required signature guarantees or an Agent's Message (as defined in the next paragraph) in connection with a book-entry transfer and any other required documents, must, in any case, be transmitted to and received by the Exchange Agent at the address specified on the cover page of the Letter of Transmittal on or before the Expiration Date or the guaranteed delivery procedures described below must be complied with.

    A Holder may tender old Notes that are held through DTC by transmitting its acceptance through DTC's Automated Tender Offer Program, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an Agent's Message to the Exchange Agent for its acceptance. The term "Agent's Message" means a message transmitted by DTC to, and received by, the Exchange Agent and forming part of the Book-Entry Confirmation, which states that DTC has received an express acknowledgment from each participant in DTC tendering the old Notes and that such participant has received the Letter of Transmittal and agrees to be bound by the terms of the Letter of Transmittal and the Company may enforce such agreement against such participant.

    Holders who wish to tender their old Notes and (1) whose old Notes are not immediately available, or (2) who cannot deliver their old Notes, this Letter of Transmittal or any other documents required hereby to the Exchange Agent on or before the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their old Notes according to the guaranteed delivery procedures set forth in the Prospectus. See "The Exchange Offer—Guaranteed Delivery Procedures." Pursuant to such procedure: (1) such tender must be made by or through an Eligible Institution and (2) on or before the Expiration Date, the Exchange Agent must have received from the Eligible Institution either (a) an Agent's Message with respect to guaranteed delivery or (b) a properly completed and duly executed Notice of Guaranteed Delivery (by facsimile transmission, overnight courier, mail or hand delivery) setting forth the name and address of the Holder of the old Notes, the certificate number or numbers of such old Notes and the principal amount of old Notes tendered, stating that the tender is being made thereby and guaranteeing that, within five New York Stock Exchange trading days after the date of signing of the Notice of Guaranteed Delivery, this Letter of Transmittal (or facsimile hereof) together with the

9

certificate(s) representing the old Notes and any other required documents will be deposited by the Eligible Institution with the Exchange Agent. Such properly completed and executed Letter of Transmittal (or facsimile hereof), as well as all other documents required by this Letter of Transmittal and the certificate(s) representing all tendered old Notes in proper form for transfer (or a confirmation of book-entry transfer of such old Notes into the Exchange Agent's account at DTC), must be received by the Exchange Agent within five New York Stock Exchange trading days after the date of signing of the Notice of Guaranteed Delivery, all in the manner provided in the Prospectus under the caption "The Exchange Offer—Guaranteed Delivery Procedures." Any Holder who wishes to tender his or her old Notes pursuant to the guaranteed delivery procedures described above must ensure that the Exchange Agent receives the Notice of Guaranteed Delivery before 5:00 p.m., New York City time, on the Expiration Date. Upon request to the Exchange Agent, a Notice of Guaranteed Delivery will be sent to Holders who wish to tender their old Notes according to the guaranteed delivery procedures set forth above.

    All questions as to the validity, form, eligibility (including time of receipt), acceptance of tendered old Notes, and withdrawal of tendered old Notes will be determined by the Company in its sole discretion, which determination will be final and binding. All tendering Holders, by execution of this Letter of Transmittal (or facsimile thereof), will waive any right to receive notice of the acceptance of the old Notes for exchange. The Company reserves the absolute right to reject any and all old Notes not properly tendered or any old Notes the Company's acceptance of which might, in the Company's judgment or the judgment of the Company's counsel, be unlawful. The Company also reserves the right to waive any irregularities or conditions of the Exchange Offer as to particular old Notes. The Company's interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of old Notes must be cured within such time as the Company will determine, Neither the Company, the Exchange Agent nor any other person will be under any duty to give notification of defects or irregularities with respect to tenders of old Notes, nor will any of them incur any liability for failure to give such notification. Tenders of old Notes, will not be deemed to have been made until such defects or irregularities have been cured to the Company's satisfaction or waived. Any old Notes received by the Exchange Agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the Exchange Agent to the tendering Holders pursuant to the Company's determination, unless otherwise provided in this Letter of Transmittal, as soon as practicable following the Expiration Date. The Exchange Agent and has no fiduciary duties to the Holders with respect to the Exchange Offer and is acting solely on the basis of directions of the Company.

3.

INADEQUATE SPACE.

    If the space provided is inadequate, the certificate numbers and/or the number of old Notes should be listed on a separate signed schedule attached hereto.

4.

TENDER BY HOLDER.

    Only a Holder of old Notes may tender such old Notes in the Exchange Offer. Any beneficial owner of old Notes who is not the registered Holder and who wishes to tender should arrange with such registered Holder to execute and deliver this Letter of Transmittal on such beneficial owner's behalf or must, before completing and executing this Letter of Transmittal and delivering his or her old Notes, either make appropriate arrangements to register ownership of the old Notes in such beneficial owner's name or obtain a properly complete bond power from the registered Holder or properly endorsed certificates representing such old Notes.

5.

PARTIAL TENDERS; WITHDRAWALS.

    Tenders of old Notes will be accepted only in integral multiples of $1,000. If less than the entire principal amount of any old Notes is tendered, the tendering Holder should fill in the principal amount tendered in the third column (B) of the box entitled "Description of 7.85% Senior Notes due 2011" above. The entire principal amount of any old Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. If the entire principal amount of all old Notes is not tendered, then old Notes for the principal amount of old Notes not tendered and a certificate or certificates representing new Notes issued in exchange for any old Notes accepted will be sent to the Holder at his or her registered address, unless a different address is provided in the "Special Delivery Instructions" box above on this Letter of Transmittal or unless tender is made through DTC, promptly after the old Notes are accepted for exchange.

10

    Except as otherwise provided herein, tenders of old Notes may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date. To withdraw a tender of old Notes in the Exchange Offer, a written notice (sent by facsimile transmission, mail or hand delivery) of withdrawal must be received by the Exchange Agent at its address set forth herein before 5:00 p.m., New York City time, on the Expiration Date. Any such notice of withdrawal must: (1) specify the name of the person having deposited the old Notes to be withdrawn (the "Depositor"); (2) identify the old Notes to be withdrawn (including the certificate number or numbers and principal amount of such old Notes, or, in the case of old Notes transferred by book-entry transfer, the name and number of the account at DTC to be credited); (3) be signed by the Depositor in the same manner as the original signature on the Letter of Transmittal by which such old Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Exchange Agent with respect to the old Notes register the transfer of such old Notes into the name of the person withdrawing the tender; (4) specify the name in which any such old Notes are to be registered, if different from that of the Depositor; and (5) state that the Depositor is withdrawing the election to have such old Notes tendered. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination will be final and binding on all parties. Any old Notes so withdrawn will be deemed not to have been validly tendered for purposes of the Exchange Offer and no new Notes will be issued with respect thereto unless the old Notes so withdrawn are validly retendered. Any old Notes that have been tendered but that are not accepted for exchange by the Company will be returned to the Holder thereof without cost to such Holder as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. In the case of old Notes tendered by book-entry transfer into the Exchange Agent's account at DTC, the old Notes will be credited to an account with DTC specified by the Holder. Properly withdrawn old Notes may be retendered by following one of the procedures described in the Prospectus under "The Exchange Offer—Procedures for Tendering Old Notes" at any time before the Expiration Date.

6.

SIGNATURES ON THE LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS.

    If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder(s) of the old Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the Old Note without alteration, enlargement or any change whatsoever. If any of the old Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

    If a number of old Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many copies of this Letter of Transmittal as there are different registrations of old Notes.

    If this Letter of Transmittal (or facsimile hereof) is signed by the registered Holder or Holders (which term, for the purposes described herein, will include a book-entry transfer facility whose name appears on a security listing as the owner of the old Notes) of old Notes tendered and the certificate or certificates for new Notes issued in exchange therefor is to be issued (or any untendered principal amount of old Notes to be reissued) to the registered Holder, then such Holder need not and should not endorse any tendered old Notes, nor provide a separate bond power. In any other case, such Holder must either properly endorse the old Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal with the signatures on the endorsement or bond power guaranteed by an Eligible Institution.

    If this Letter of Transmittal (or facsimile hereof) is signed by a person other than the registered Holder or Holders of any old Notes listed, such old Notes must be endorsed or accompanied by appropriate bond powers in each case signed as the name of the registered Holder or Holders appears on the old Notes.

    If this Letter of Transmittal (or facsimile hereof) or any old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, or officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and unless waived by the Company, evidence satisfactory to the Company of their authority so to act must be submitted with this Letter of Transmittal.

    Endorsement on old Notes or signatures on bond powers required by this Instruction 6 must be guaranteed by an Eligible Institution.

7.

SPECIAL REGISTRATION AND DELIVERY INSTRUCTIONS.

    Tendering Holders should indicate, in the applicable box or boxes, the name and address to which new Notes or substitute old Notes for principal amounts not tendered or not accepted for exchange are to be issued or sent,

11

if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the taxpayer identification or social security number of the person named must also be indicated.

8.

U.S. BACKUP TAX WITHHOLDING AND INTERNAL REVENUE SERVICE FORM W-9.

Under the federal income tax laws, payments that may be made by the Company on account of new Notes issued pursuant to the Exchange Offer may be subject to backup withholding at the rate of 30.5% (to be reduced to 28% by 2006). Backup withholding will not apply to each tendering Holder who completes and signs the Substitute Form W-9 included in this Letter of Transmittal and either (a) provides the correct taxpayer identification number ("TIN") and certifies, under penalties of perjury, that the TIN provided is correct and that (1) the Holder has not been notified by the Internal Revenue Service (the "IRS") that the Holder is subject to backup withholding as a result of failure to report all interest or dividends or (2) the IRS has notified the Holder that the Holder is no longer subject to backup withholding; or (b) provides an adequate basis for exemption. If the tendering Holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such Holder should write "Applied For" in the space provided for the TIN in Part I of the Substitute Form W-9, sign and date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I, the Company (or the Exchange Agent under the Indenture governing the new Notes) will retain 30.5% (or the applicable reduced percentage) of payments made to the tendering Holder during the 60-day period following the date of the Substitute Form W-9. If the Holder furnishes the Exchange Agent or the Company with its TIN within 60 days after the date of the Substitute Form W-9, the Company or the Exchange Agent, as the case may be, will remit such amounts retained during the 60-day period to the Holder and no further amounts will be retained or withheld from payments made to the Holder thereafter. If, however, the Holder has not provided the Exchange Agent or the Company with its TIN within such 60-day period, the Company or the Exchange Agent, as the case may be, will remit such previously retained amounts to the IRS as backup withholding. In general, if a Holder is an individual, the TIN is the social security number of such individual. If the Exchange Agent or the Company are not provided with the correct TIN, the Holder may be subject to a $50 penalty imposed by the IRS. Certain Holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such Holder must submit a statement (generally, IRS Form W-8BEN), signed under penalties of perjury, attesting to that individual's exempt status. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if old Notes are registered in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. Failure to complete the Substitute Form W-9 will not, by itself, cause old Notes to be deemed invalidly tendered, but may require the Company or the Exchange Agent, as the case may be, to withhold 30.5% (or the applicable reduced percentage) of the amount of any payments made on account of new Notes. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the IRS.

9.

TRANSFER TAXES.

    Holders who tender their old Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, certificates representing new Notes or old Notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be registered in the name of, any person other than the registered Holder of the old Notes tendered hereby, or if tendered old Notes are registered in the name of a person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason other than the exchange of old Notes pursuant to the Exchange Offer, then the amount of any such transfer taxes (whether imposed on the registered Holder or on any other persons) will be payable by the tendering Holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted with this Letter of Transmittal, the amount of such transfer taxes will be billed directly to such tendering Holder. See the Prospectus under "The Exchange Offer—Transfer Taxes."

    Except as provided in this Instruction 9, it will not be necessary for transfer tax stamps to be affixed to the old Notes listed in this Letter of Transmittal.

12

10.

WAIVER OF CONDITIONS.

    The Company reserves the right, in its sole discretion, to amend, waive or modify specified conditions in the Exchange Offer in the case of any old Notes tendered.

11.

MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

    Any tendering Holder whose old Notes have been mutilated, lost, stolen or destroyed should contact the Exchange Agent at the address indicated herein for further instructions.

12.

REQUESTS FOR ASSISTANCE, COPIES.

    Requests for assistance and requests for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent at the address specified in the Prospectus. Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Exchange Offer.

(DO NOT WRITE IN SPACE BELOW)

CERTIFICATE SURRENDERED	OLD NOTES TENDERED	OLD NOTES ACCEPTED
Received
Accepted by
Checked by
Delivery Prepared by
Checked by
Date

13

TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PAYOR'S NAME: THE BANK OF NEW YORK

SUBSTITUTE FORM W-9 DEPARTMENT OF THE TREASURY INTERNAL REVENUE SERVICE REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION	PART I—Taxpayer Identification Number ("TIN"). Enter your TIN in the appropriate box. For individuals, this is your Social Security Number (SSN). For sole proprietors, see the Instructions in the enclosed Guidelines. For other entities, it is your Employer Identification Number (EIN). If you do not have a number, see how to get a TIN in the enclosed Guidelines.	Social Security Number or  Employer Identification Number
	PART II—For Payees exempt from backup withholding. See Part II of instructions in the enclosed Guidelines. NOTE: If the account is in more than one name, see the chart on Page 2 of the enclosed guidelines on whose number to enter.
	PART III—CERTIFICATION—UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
	(1) the number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me).
	(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding.
	Signature	Date

CERTIFICATION INSTRUCTIONS—You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because of underreporting interest of dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, the acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and general payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN.

CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER

    I certify, under penalties of perjury, that a Taxpayer Identification Number has not been issued to me, and that I mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a Taxpayer Identification Number to the payor, up to 30.5% of all payments made to me on account of the new Notes will be retained until I provide a Taxpayer Identification Number within 60 days, such retained amounts will be remitted to the Internal Revenue Service as backup withholding and up to 30.5% of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a Taxpayer Identification Number.

Signature    Date 

14

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF UP TO 30.5% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.

15

OFFER TO EXCHANGE
UNIVISION COMMUNICATIONS INC.
7.85% SENIOR NOTES DUE 2011
FOR ANY AND ALL
OUTSTANDING 7.85% SENIOR NOTES DUE 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON NOVEMBER __, 2001, UNLESS EXTENDED. TENDERS OF 7.85% SENIOR NOTES DUE 2011 MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

    Univision Communications Inc. (the "Company") hereby offers to exchange (the "Exchange Offer"), upon and subject to the terms and conditions set forth in the prospectus dated October __, 2001 (the "Prospectus") and the enclosed Letter of Transmittal (the "Letter of Transmittal"), up to $500,000,000 aggregate principal amount of new 7.85% Senior Notes due 2011, which will be freely transferable (the "new Notes"), for any and all outstanding 7.85% Senior Notes due 2011, which have certain transfer restrictions (the "old Notes"). The Exchange Offer is intended to satisfy certain obligations of the Company contained in the Exchange and Registration Rights Agreement dated July 18, 2001 between the Company and the initial purchasers of the old Notes.

    We are requesting that you contact your clients for whom you hold old Notes regarding the Exchange Offer. For your information and for forwarding to your clients for whom you hold old Notes registered in your name or in the name of your nominee, or who hold old Notes registered in their own names, we are enclosing the following documents:

1.

Prospectus dated October __, 2001;



2.

The Letter of Transmittal for your use and for the information of your clients;



3.

A Notice of Guaranteed Delivery to be used to accept the Exchange Offer if certificates for old Notes are not immediately available or time will not permit all required documents to reach the principal exchange agent, The Bank of New York (the "Exchange Agent") before the Expiration Date (as defined below) or if the procedure for book-entry transfer cannot be completed on a timely basis;



4.

A form of letter that may be sent to your clients for whose account you hold old Notes registered in your name or the name of your nominee, with space provided for obtaining such clients' instructions with regard to the Exchange Offer;



5.

Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9; and



6.

Return envelopes addressed to the Exchange Agent for the old Notes.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON NOVEMBER __, 2001 (THE "EXPIRATION DATE"), UNLESS EXTENDED BY THE COMPANY. ANY OLD NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

    To participate in the Exchange Offer, a duly executed and properly completed Letter of Transmittal (or facsimile thereof), with any required signature guarantees and any other required documents, must be sent to the Exchange Agent and certificates representing the old Notes must be delivered to the Exchange Agent, all in accordance with the instructions set forth in the Letter of Transmittal and the Prospectus.

    If holders of old Notes wish to tender, but it is impracticable for them to forward their certificates for old Notes before the expiration of the Exchange Offer or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures

described in the Prospectus under "The Exchange Offer—Guaranteed Delivery Procedures." Any inquiries you may have with respect to the Exchange Offer or requests for additional copies of the enclosed materials should be directed to the Exchange Agent for the old Notes, at its address and telephone numbers set forth on the front of the Letter of Transmittal.

Very truly yours,

Univision Communications Inc.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

NOTICE OF GUARANTEED DELIVERY
FOR
7.85% SENIOR NOTES DUE 2011
OF
UNIVISION COMMUNICATIONS INC.

    As set forth in the Prospectus dated October __, 2001 (the "Prospectus") of Univision Communications Inc. (the "Company") and in the Letter of Transmittal (the "Letter of Transmittal"), this form or a form substantially equivalent to this form must be used to accept the Exchange Offer (as defined below) if the certificates for the outstanding 7.85% Senior Notes due 2011 (the "old Notes") of the Company and all other documents required by the Letter of Transmittal cannot be delivered to the Exchange Agent (as defined below) by the expiration of the Exchange Offer or compliance with book-entry transfer procedures cannot be effected on a timely basis. Such form may be delivered by hand or transmitted by facsimile transmission, mail or overnight courier to the Exchange Agent no later than the Expiration Date, and must include a signature guarantee by an eligible guarantor institution as set forth below.

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON NOVEMBER __, 2001 (THE "EXPIRATION DATE"), UNLESS EXTENDED. TENDERS OF 7.85% SENIOR NOTES DUE 2011 MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

TO:  THE BANK OF NEW YORK (THE PRINCIPAL "EXCHANGE AGENT")

BY REGISTERED OR CERTIFIED MAIL:	BY HAND OR OVERNIGHT DELIVERY:
The Bank of New York 20 Broad Street, Lower Level New York, New York 10005 Attention: Frank Driscoll and Henry Lopez	The Bank of New York 20 Broad Street, Lower Level New York, New York 10005 Attention: Frank Driscoll and Henry Lopez, Reorganization Section
BY FACSIMILE:	FOR INFORMATION OR CONFIRMATION BY TELEPHONE:
(914) 773-5038 Attention: Exchanges	(914) 773-5735

DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS GUARANTEED DELIVERY.

    This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an eligible guarantor institution under the instructions thereto, such signature must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signature(s).

Ladies and Gentlemen:

    The undersigned acknowledges receipt of the Prospectus and the related Letter of Transmittal, that describes the Company's offer (the "Exchange Offer") to exchange $1,000 in principal amount of new 7.85% Senior Notes due 2011 (the "new Notes") for each $1,000 in principal amount of the applicable old Notes.

    The undersigned hereby tenders to the Company the aggregate principal amount of old Notes set forth below on the terms and conditions set forth in the Prospectus and the related Letter of Transmittal pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Guaranteed Delivery Procedures" section in the Prospectus and the accompanying Letter of Transmittal.

    The undersigned understands that no withdrawal of a tender of old Notes may be made after 5:00 p.m., New York City time, on the Expiration Date. The undersigned understands that for a withdrawal of a tender of old Notes to be effective, a written notice of withdrawal that complies with the requirements of the Exchange Offer must be timely received by the Exchange Agent at its address specified on the cover of this Notice of Guaranteed Delivery before 5:00 p.m., New York City time, on the Expiration Date.

    The undersigned understands that the exchange of old Notes for new Notes pursuant to the Exchange Offer will be made only after timely receipt by the Exchange Agent of (1) such old Notes (or book-entry confirmation of the transfer of such old Notes into the Exchange Agent's account at The Depository Trust Company ("DTC")) and (2) a Letter of Transmittal (or facsimile thereof) with respect to such old Notes, properly completed and duly executed, with any required signature guarantees, this Notice of Guaranteed Delivery and any other documents required by the Letter of Transmittal or a properly transmitted Agent's Message. The term "Agent's Message" means a message transmitted by DTC to, and received by, the Exchange Agent and forming part of the confirmation of a book-entry transfer, which states that DTC has received an express acknowledgment from a participant in DTC tendering the old Notes and that such participant has received the Letter of Transmittal and agrees to be bound by the terms of the Letter of Transmittal and the Company may enforce such agreement against such participant.

    All authority conferred or agreed to be conferred by this Notice of Guaranteed Delivery will not be affected by, and will survive, the death or incapacity of the undersigned, and every obligation of the undersigned under this Notice of Guaranteed Delivery will be binding on the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.

PLEASE COMPLETE

Principal Amount of old Notes Tendered:	If old Notes will be delivered by book-entry transfer at DTC, insert Depository Account No.:
Certificate No.(s) of old Notes (if available):

PLEASE SIGN AND PRINT NAME(S) AND ADDRESS(ES)

Signature(s) of Registered Holder(s) or Authorized Signatory:	Name(s) of Registered Holder(s)
Date:	Address(es):
	Area Code and Telephone No.:

    This Notice of Guaranteed Delivery must be signed by the registered holder(s) of old Notes exactly as its (their) name(s) appear on certificates for old Notes or on a security position listing as the owner of old Notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information.

Name(s):

Capacity:

Address(es):

DO NOT SEND OLD NOTES WITH THIS FORM. OLD NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL.

GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

    The undersigned, a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc. or a commercial bank or trust company having an office or a correspondent in the United States, or otherwise an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (1) represents that each holder of old Notes on whose behalf this tender is being made "own(s)" the old Notes covered hereby within the meaning of Rule 13d-3 under the Exchange Act (2) represents that such tender of old Notes complies with Rule 14e-4 of the Exchange Act and (3) guarantees that, within five New York Stock Exchange trading days after the date of signing of the Notice of Guaranteed Delivery, a properly completed and duly executed Letter of Transmittal (or a facsimile thereof), together with certificates representing the old Notes covered hereby in proper form for transfer (or confirmation of the book-entry transfer of such old Notes into the Exchange Agent's account at DTC, pursuant to the procedure for book-entry transfer set forth in the Prospectus) and required documents will be deposited by the undersigned with the Exchange Agent.

    The undersigned acknowledges that it must deliver the Letter of Transmittal and old Notes tendered hereby to the Exchange Agent within the time period set forth above and the failure to do so could result in financial loss to the undersigned.

Name of Firm

Address

Area Code and Telephone No:

Authorized Signature

Title

Name:

(Please Type or Print)

Dated:

PLEASE DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL.

OFFER TO EXCHANGE

UNIVISION COMMUNICATIONS INC.
7.85% SENIOR NOTES DUE 2011
THAT HAVE BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FOR ANY AND ALL
OUTSTANDING 7.85% SENIOR NOTES DUE 2011

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME ON NOVEMBER __, 2001, UNLESS EXTENDED. TENDERS OF 7.85% SENIOR NOTES DUE 2011, MAY ONLY BE WITHDRAWN UNDER THE CIRCUMSTANCES DESCRIBED IN THE PROSPECTUS AND THE LETTER OF TRANSMITTAL.

To Our Clients:

    Enclosed for your consideration is a prospectus dated October __, 2001 (the "Prospectus") and the related Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") of Univision Communications Inc. (the "Company") to exchange up to $500,000,000 aggregate principal amount of new 7.85% Senior Notes due 2011, which will be freely transferable (the "new Notes"), for any and all outstanding 7.85% Senior Notes due 2011, which have certain transfer restrictions (the "old Notes"), upon the terms and subject to the conditions described in the Prospectus and the related Letter of Transmittal. The Exchange Offer is intended to satisfy certain obligations of the Company contained in the Exchange and Registration Rights Agreement dated July 18, 2001 between the Company and the initial purchasers of the old Notes.

    This material is being forwarded to you as the beneficial owner of the old Notes carried by us for your account but not registered in your name. A TENDER OF SUCH OLD NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

    Accordingly, we request instructions as to whether you wish us to tender on your behalf the old Notes held by us for account, pursuant to the terms and conditions set forth in the enclosed Prospectus and Letter of Transmittal.

    Please forward your instructions to us as promptly as possible in order to permit us to tender the old Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m., New York City time, on November __, 2001 (the "Expiration Date"), unless extended by the Company. Any old Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before 5:00 p.m., New York City time, on the Expiration Date.

    Your attention is directed to the following:

1.

The Exchange Offer is for any and all old Notes.



2.

The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned "The Exchange Offer—Conditions of the Exchange Offer."



3.

The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Company.

    If you wish to have us tender your old Notes, please so instruct us by completing, executing and returning to us the instruction form on the back of this letter.

THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OLD NOTES.

INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

    The undersigned acknowledge(s) receipt of this letter and the enclosed materials referred to therein relating to the Exchange Offer made by the Company with respect to the old Notes.

    This will instruct you to tender the old Notes held by you for the account of the undersigned, upon and subject to terms and conditions set forth in the Prospectus and the related Letter of Transmittal.

    Please tender the old Notes held by you for the account of the undersigned as indicated below:

	AGGREGATE PRINCIPAL AMOUNT OF OLD NOTES
7.85% Senior Notes due 2011
/ /  Please do not tender any old Notes held by you for the account of the undersigned.
Dated:              , 2001	Signature(s)
	Please print name(s) here
	Address(es)
	Area Code(s) and Telephone Number(s)
	Tax Identification or Social Security No(s).

NONE OF THE OLD NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE OLD NOTES HELD BY US FOR YOUR ACCOUNT.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.—Social Security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer.

For this type of account:		Give the SOCIAL SECURITY number of:
1.	An individual's account	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Husband and wife (joint account)	The actual owner of the account or, if joint funds, the first individual on the account(1)
4.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
5.	Adult and minor (joint account)	The adult or, if the minor is the only contributor, the minor(1)
6.	Account in the name of guardian or committee for a designated ward, minor, or incompetent person	The ward, minor, or incompetent person(3)
7.	(a) The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	(b) So-called trust account that is not a legal or valid trust under State law	The actual owner(1)
8.	Sole proprietorship account	The owner(4)
9.	A valid trust, estate, or pension trust	The legal entity (Do not furnish the identifying number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)(5)
10.	Corporate account	The corporation
11.	Religious, charitable, or educational organization account	The organization
12.	Partnership account held in the name of the business	The partnership
13.	Association, club, or other tax-exempt organization	The organization
14.	A broker or registered nominee	The broker or nominee
15.	Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

Circle the ward's, minor's or incompetent person's name and furnish such person's social security number.

(4)

Show the name of the owner.

(5)

List first and circle the name of the legal trust, estate, or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Page 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card (for individuals), or Form SS-4, Application for Employer Identification Number (for businesses and all other entities), at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on ALL payments include the following (Section references are to the Internal Revenue Code):

•

An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodial account under Section 403(b)(7) if the account satisfies the requirements of Section 401(f)(2).



•

The United States or any agency or instrumentality thereof.



•

A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof.



•

A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof.



•

An international organization, or any agency or instrumentality thereof.

Other payees that may be exempt from backup withholding include:

•

A corporation.



•

A financial institution.



•

A registered dealer in securities or commodities registered in the U.S. or a possession of the U.S.



•

A real estate investment trust.



•

A common trust fund operated by a bank under section 584(a).



•

An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1).



•

An entity registered at all times under the Investment Company Act of 1940.



•

A foreign central bank of issue.

Payments of dividends and patronage dividends not generally subject to backup withholding include the following:

•

Payments to nonresident aliens subject to withholding under section 1441.



•

Payments to partnerships not engaged in a trade or business in the U.S. and which have at least one nonresident partner.



•

Payments of patronage dividends where the amount received is not paid in money.



•

Payments made by certain foreign organizations.



•

Section 404(k) distributions made by an ESOP.

Payments of interest not generally subject to backup withholding include the following:

•

Payments of interest on obligations issued by individuals.

NOTE: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer.

•

Payments of tax-exempt interest (including exempt-interest dividends under section 852).



•

Payments described in section 6049(b)(5) to nonresident aliens.



•

Payments on tax-free government bonds under section 1451.



•

Payments made by certain foreign organizations.



•

Payments made to a nominee.

Exempt payees described above should file a Substitute Form W-9 to avoid possible erroneous backup withholding.

FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Certain payments other than interest, dividends, and patronage dividends, that are not subject to information reporting are also not subject to backup withholding. For details, see sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A, and 6050N, and the regulations under those sections.

PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax returns. Payers must be given the numbers whether or not recipients are required to file a tax return. Payers must generally withhold 30.5% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1)

PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)

FAILURE TO REPORT CERTAIN DIVIDEND AND INTEREST PAYMENTS.—If you fail to include any portion of an includible payment for interest, dividends or patronage dividends in gross income, such failure is strong evidence of negligence. If negligence is shown, you will be subject to a penalty of 20% on any portion of an underpayment attributable to that failure.

(3)

CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING.—If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500.

(4)

CRIMINAL PENALTY FOR FALSIFYING INFORMATION.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

QuickLinks

LETTER OF TRANSMITTAL
OFFER TO EXCHANGE
NOTICE OF GUARANTEED DELIVERY FOR 7.85% SENIOR NOTES DUE 2011 OF UNIVISION COMMUNICATIONS INC.
PLEASE COMPLETE
PLEASE SIGN AND PRINT NAME(S) AND ADDRESS(ES)
GUARANTEE (NOT TO BE USED FOR SIGNATURE GUARANTEE)
OFFER TO EXCHANGE
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2

EX-4.(C)

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Univision Communications Inc.

Indenture

Dated as of July 18, 2001

The Bank of New York

Trustee

CERTAIN SECTIONS OF THIS INDENTURE RELATING TO SECTIONS 310
THROUGH 318, INCLUSIVE, OF THE TRUST INDENTURE ACT OF 1939:

Trust Indenture Act Section		Indenture Section
Section 310	(a)(1)	609
	(a)(2)	609
	(a)(3)	Not Applicable
	(a)(4)	Not Applicable
	(b)	608 610
Section 311	(a)	613
	(b)	613
Section 312	(a)	701 702
	(b)	702
	(c)	702
Section 313	(a)	703
	(b)	703
	(c)	703
	(d)	703
Section 314	(a)	704
	(a)(4)	101 1005
	(b)	Not Applicable
	(c)(1)	102
	(c)(2)	102
	(c)(3)	Not Applicable
	(d)	Not Applicable
	(e)	102
Section 315	(a)	601
	(b)	602
	(c)	601
	(d)	601
	(e)	514
Section 316	(a)	101
	(a)(1)(A)	502 512
	(a)(1)(B)	513
	(a)(2)	Not Applicable
	(b)	508
	(c)	104
Section 317	(a)(1)	503
	(a)(2)	504
	(b)	1003
Section 318	(a)	107

Note:  This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Indenture.

TABLE OF CONTENTS

			Page
Parties			1
Recitals of the Corporation			1
ARTICLE I.	DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION		1
	Section 101.	Definitions	1
	Section 102.	Compliance Certificates and Opinions	6
	Section 103.	Form of Documents Delivered to Trustee	6
	Section 104.	Acts of Holders; Record Dates	7
	Section 105.	Notices, Etc., to Trustee, Corporation and any Guarantor	9
	Section 106.	Notice to Holders; Waiver	9
	Section 107.	Conflict with Trust Indenture Act	10
	Section 108.	Effect of Headings and Table of Contents	10
	Section 109.	Successors and Assigns	10
	Section 110.	Separability Clause	10
	Section 111.	Benefits of Indenture	10
	Section 112.	Governing Law	10
	Section 113.	Legal Holidays	10
ARTICLE II.	SECURITY FORMS		10
	Section 201.	Forms Generally	10
	Section 202.	Form of Face of Security	11
	Section 203.	Form of Reverse of Security	12
	Section 204.	Form of Guarantee	15
	Section 205.	Form of Legend for Global Securities	17
	Section 206.	Form of Trustee's Certificate of Authentication	17
ARTICLE III.	THE SECURITIES		17
	Section 301.	Amount Unlimited; Issuable in Series	17
	Section 302.	Denominations	20
	Section 303.	Execution, Authentication, Delivery and Dating	20
	Section 304.	Temporary Securities	21
	Section 305.	Registration, Registration of Transfer and Exchange	22
	Section 306.	Mutilated, Destroyed, Lost and Stolen Securities	24
	Section 307.	Payment of Interest; Interest Rights Preserved	25
	Section 308.	Persons Deemed Owners	26
	Section 309.	Cancellation	26
	Section 310.	Computation of Interest	26
	Section 311.	CUSIP Numbers	26
ARTICLE IV.	SATISFACTION AND DISCHARGE		26
	Section 401.	Satisfaction and Discharge of Indenture	26
	Section 402.	Application of Trust Money	28
ARTICLE V.	REMEDIES		28
	Section 501.	Events of Default	28

ii

	Section 502.	Acceleration of Maturity; Rescission and Annulment	30
	Section 503.	Collection of Indebtedness and Suits for Enforcement by Trustee	31
	Section 504.	Trustee May File Proofs of Claim	31
	Section 505.	Trustee May Enforce Claims Without Possession of Securities	32
	Section 506.	Application of Money Collected	32
	Section 507.	Limitation on Suits	32
	Section 508.	Unconditional Right of Holders to Receive Principal, Premium and Interest	33
	Section 509.	Restoration of Rights and Remedies	33
	Section 510.	Rights and Remedies Cumulative	33
	Section 511.	Delay or Omission Not Waiver	33
	Section 512.	Control By Holders	33
	Section 513.	Waiver of Past Defaults	34
	Section 514.	Undertaking for Costs	34
	Section 515.	Waiver of Stay or Extension Laws	34
ARTICLE VI.	THE TRUSTEE		35
	Section 601.	Certain Duties and Responsibilities	35
	Section 602.	Notice of Defaults	36
	Section 603.	Certain Rights of Trustee	36
	Section 604.	Not Responsible for Recitals or Issuance of Securities	37
	Section 605.	May Hold Securities	37
	Section 606.	Money Held in Trust	37
	Section 607.	Compensation, Reimbursement and Indemnity	37
	Section 608.	Conflicting Interests	38
	Section 609.	Corporate Trustee Required; Eligibility	38
	Section 610.	Resignation and Removal; Appointment of Successor	38
	Section 611.	Acceptance of Appointment by Successor	40
	Section 612.	Merger, Conversion, Consolidation or Succession to Business	40
	Section 613.	Preferential Collection of Claims Against Corporation	41
	Section 614.	Appointment of Authenticating Agent	41
	Section 615.	Trustee's Application for Instructions from the Corporation	42
ARTICLE VII.	HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION		42
	Section 701.	Corporation to Furnish Trustee Names and Addresses of Holders	42
	Section 702.	Preservation of Information; Communications to Holders	43
	Section 703.	Reports by Trustee	43
	Section 704.	Reports by Corporation and the Guarantor	43
ARTICLE VIII.	CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER		44
	Section 801.	Corporation or Guarantor May Consolidate, Etc., on Certain Terms	44
	Section 802.	Successor Substituted	44
ARTICLE IX.	SUPPLEMENTAL INDENTURES		45
	Section 901.	Supplemental Indentures Without Consent of Holders	45
	Section 902.	Supplemental Indentures With Consent of Holders	46
	Section 903.	Execution of Supplemental Indentures	47

iii

	Section 904.	Effect of Supplemental Indentures	47
	Section 905.	Conformity with Trust Indenture Act	47
	Section 906.	Reference in Securities to Supplemental Indentures	47
ARTICLE X.	COVENANTS		47
	Section 1001.	Payment of Principal, Premium and Interest	47
	Section 1002.	Maintenance of Office or Agency	47
	Section 1003.	Money for Securities Payments to Be Held in Trust	48
	Section 1004.	Corporate Existence	49
	Section 1005.	Statement by Officers as to Default	49
	Section 1006.	Waiver of Certain Covenants	49
ARTICLE XI.	REDEMPTION OF SECURITIES		50
	Section 1101.	Applicability of Article	50
	Section 1102.	Election to Redeem; Notice to Trustee	50
	Section 1103.	Selection by Trustee of Securities to be Redeemed	50
	Section 1104.	Notice of Redemption	51
	Section 1105.	Securities Payable on Redemption Date	51
	Section 1106.	Securities Redeemed in Part	52
ARTICLE XII.	SINKING FUNDS		52
	Section 1201.	Applicability of Article	52
	Section 1202.	Satisfaction of Sinking Fund Payments with Securities	52
	Section 1203.	Redemption of Securities for Sinking Fund	53
ARTICLE XIII.	DEFEASANCE AND COVENANT DEFEASANCE		53
	Section 1301.	Applicability of Article	53
	Section 1302.	Defeasance and Discharge	53
	Section 1303.	Covenant Defeasance	54
	Section 1304.	Conditions to Defeasance or Covenant Defeasance	54
	Section 1305.	Deposited Money and Government Securities to be Held in Trust; Miscellaneous Provisions	55
	Section 1306.	Reinstatement	56
ARTICLE XIV.	GUARANTEE		56
	Section 1401.	Applicability of Article; Guarantee.	56
	Section 1402.	Execution and Delivery of Guarantees	58
ARTICLE XV.	IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS		59
	Section 1501.	Indenture and Securities Solely Corporate Obligations	59

iv

    INDENTURE, dated as of July 18, 2001, among Univision Communications Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Corporation"), having its principal office at 1999 Avenue of the Stars, Suite 3050, Los Angeles, California 90067, and The Bank of New York, a New York banking corporation, as Trustee (herein called the "Trustee").

RECITALS OF THE CORPORATION

    The Corporation has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured senior debentures, notes or other evidences of indebtedness (herein called the "Securities"), to be issued in one or more series as in this Indenture provided. All things necessary to make this Indenture a valid agreement of the Corporation, in accordance with its terms, have been done.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

    For and in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof, as follows:

ARTICLE I.

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

    Section 101.  Definitions.

    For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

    (1) the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

    (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein;

    (3) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term "generally accepted accounting principles" with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted in the United States of America;

    (4) unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture; and

    (5) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

    "Act," when used with respect to any Holder, has the meaning specified in Section 104.

    "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the 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, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" and "controlled" have meanings correlative to the foregoing.

    "Authenticating Agent" means any Person authorized by the Trustee pursuant to Section 614 to act on behalf of the Trustee to authenticate Securities of one or more series.

    "Board of Directors" means, with respect to the Corporation and its Subsidiaries, as the context may require, (1) with respect to a corporation, the board of directors of the corporation or any committee of that board duly authorized to act hereunder, (2) with respect to a partnership, the board

of directors of the general partner of the partnership or any committee of that board duly authorized to act hereunder, and (3) with respect to any other Person, the board or committee of such Person serving a similar function.

    "Board Resolution" means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Corporation or any Guarantor, as the case requires, to have been duly adopted by the Board of Directors of the Corporation or any Guarantor, as the case requires, and to be in full force and effect on the date of such certification, and delivered to the Trustee.

    "Business Day," when used with respect to any Place of Payment, means a day other than (i) a Saturday or a Sunday or (ii) a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to remain closed.

    "Capital Stock" means:

    (1) in the case of a corporation, corporate stock;

    (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

    (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

    (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

    "Commission" means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

    "Company Order" or "Company Request" means a written order or request signed in the name of the Corporation by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

    "Corporate Trust Office" means the office of the Trustee at which at any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 101 Barclay Street, Floor 21 West, New York, New York 10286, Attn: Corporate Trust Administration.

    "Corporation" means the Person named as the "Corporation" in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Corporation" shall mean such successor Person.

    "Covenant Defeasance" has the meaning specified in Section 1303.

    "Defaulted Interest" has the meaning specified in Section 307.

    "Defeasance" has the meaning specified in Section 1302.

    "Depositary" means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 301.

    "Event of Default" has the meaning specified in Section 501.

    "Exchange Act" means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

    "Expiration Date" has the meaning specified in Section 104.

2

    "Global Security" means a Security that evidences all or part of the Securities of any series which is issued to a Depositary or a nominee thereof for such series in accordance with Section 301(17) and in each case, any related Guarantee.

    "Government Security" has the meaning specified in Section 1304.

    "Guarantee" means any guarantee of any Guarantor endorsed on a Security authenticated and delivered pursuant to this Indenture.

    "Guarantor" has the meaning specified in Section 301(20).

    "Guarantor Order" or "Guarantor Request" means a written order or request signed in the name of any Guarantor by its Chairman of the Board, its President or a Vice President, and by its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

    "Holder" means a Person in whose name a Security is registered in the Security Register.

    "Indebtedness" has the meaning specified in section 1401.

    "Indenture" means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such supplemental indenture, respectively. The term "Indenture" shall also include the terms of particular series of Securities established as contemplated by Section 301.

    "interest," when used with respect to an Original Issue Discount Security which by its terms bears interest only after Maturity, means interest payable after Maturity.

    "Interest Payment Date," when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

    "Investment Company Act" means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

    "Maturity," when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

    "Notice of Default" means a written notice of the kind specified in Section 501(4).

    "Officers' Certificate" means a certificate signed by either the Chairman of the Board, the Chief Executive Officer, the Vice Chairman of the Board, the President or a Vice President, and also signed by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary, of the Corporation or a Guarantor, as the case requires, and delivered to the Trustee. One of the officers signing an Officers' Certificate given pursuant to Section 1005 shall be the principal executive, financial or accounting officer of the Corporation or such Guarantor, as the case requires.

    "Opinion of Counsel" means a written opinion of counsel, who may be counsel for the Corporation or a Guarantor, as the case requires, or other counsel who shall be reasonably acceptable to the Trustee.

    "Original Issue Discount Security" means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502.

3

    "Outstanding," when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except:

    (1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

    (2) Securities for whose payment or redemption the necessary amount of money or Government Securities has been theretofore deposited with the Trustee or any Paying Agent (other than the Corporation) in trust or set aside and segregated in trust by the Corporation (if the Corporation shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

    (3) Securities as to which Defeasance has been effected pursuant to Section 1302; and

    (4) Securities which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Corporation proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Corporation;

provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 502, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 301, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 301, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Corporation or any other obligor upon the Securities or any Affiliate of the Corporation or of any such other obligor, whether of record or beneficially, shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee's right so to act with respect to such Securities and that the pledgee is not the Corporation or any other obligor upon the Securities or any Affiliate of the Corporation or of any such other obligor.

    "Participating Indebtedness" has the meaning specified in Section 1401.

    "Paying Agent" means any Person authorized by the Corporation to pay the principal of or any premium or interest on any Securities on behalf of the Corporation or any Guarantor.

    "Payment Default" has the meaning specified in Section 501.

    "Periodic Offering" means an offering of Securities of a series from time to time the specific terms of which Securities, including without limitation the rate or rates of interest or formula for determining the rate or rates of interest thereon, if any, the Stated Maturity or Maturities thereof and the redemption provisions, if any, with respect thereto, are to be determined by the Corporation upon the issuance of such Securities.

4

    "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity, or political subdivision thereof.

    "Place of Payment," when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified in or as contemplated by Section 301.

    "Predecessor Security" of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 306 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

    "Redemption Date," when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

    "Redemption Price," when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

    "Regular Record Date" for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 301.

    "Responsible Officer," means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee, including any vice president, assistant vice president, assistant secretary, assistant treasurer, trust officer or any other officer of the Trustee who customarily performs functions similar to those performed by the persons who at the time shall be such officers, respectively, or to whom any corporate trust matter is referred because of such person's knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

    "Securities" has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

    "Securities Act" means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

    "Security Register" and "Security Registrar" have the respective meanings specified in Section 305.

    "Significant Subsidiary" means any Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof.

    "Special Record Date" for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307(1).

    "Stated Maturity," when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the date on which the principal of such Security or such installment of principal or interest is due and payable, in the case of such principal, as such date may be advanced or extended as provided pursuant to the terms of such Security established pursuant to Section 301.

    "Subsidiary" means, with respect to any specified Person, (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a

5

combination thereof); and (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one of more Subsidiaries of that Person (or any combination thereof).

    "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the Trust Indenture Act of 1939 is amended after such date, "Trust Indenture Act" shall mean, to the extent required by any such amendment, the Trust Indenture Act of 1939 as so amended.

    "Trustee" means the Person named as the "Trustee" in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

    "Vice President," when used with respect to the Corporation or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title "vice president."

    Section 102.  Compliance Certificates and Opinions.

    Upon any application or request by the Corporation or any Guarantor to the Trustee to take any action under any provision of this Indenture, the Corporation and such Guarantor shall each furnish to the Trustee such certificates and opinions as may be required under the Trust Indenture Act. Each such certificate or opinion shall be given in the form of an Officers' Certificate, if to be given by an officer of the Corporation or such Guarantor, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the Trust Indenture Act and any other requirements set forth in this Indenture.

    Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include

    (1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

    (2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

    (3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to express an informed opinion as to whether or not such covenant or condition has been complied with; and

    (4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

    Section 103.  Form of Documents Delivered to Trustee.

    In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

    Any certificate or opinion of an officer of the Corporation or any Guarantor may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or

6

representations with respect to the matters upon which such officer's certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Corporation or such Guarantor stating that the information with respect to such factual matters is in the possession of the Corporation or such Guarantor, as the case requires, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

    Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

    Whenever, subsequent to the receipt by the Trustee of any Board Resolution, Officers' Certificate, Opinion of Counsel or other document or instrument, a clerical, typographical or other inadvertent or unintentional error or omission shall be discovered therein, a new document or instrument may be substituted therefor in corrected form with the same force and effect as if originally filed in the corrected form and, irrespective of the date or dates of the actual execution and/or delivery thereof, such substitute document or instrument shall be deemed to have been executed and/or delivered as of the date or dates required with respect to the document or instrument for which it is substituted. Anything in this Indenture to the contrary notwithstanding, if any action has been taken by or at the request of the Corporation or any Guarantor in reliance on an error or omission in the original document which has been corrected as aforesaid, the action so taken shall not be invalidated or otherwise rendered ineffective but shall be and remain in full force and effect, except to the extent that such action was a result of willful misconduct or bad faith. Without limiting the generality of the foregoing, any Securities or Guarantees issued under the authority of such defective document or instrument shall nevertheless be the valid obligations of the Corporation or any such Guarantor, as the case may be, entitled to the benefits of this Indenture equally and ratably with all other Outstanding Securities or Guarantees, as the case may be, except as aforesaid.

    Section 104.  Acts of Holders; Record Dates.

    Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Corporation and any Guarantor. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 601) conclusive in favor of the Trustee, the Corporation and any such Guarantor, if made in the manner provided in this Section.

    The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Where such execution is by a signer acting in a capacity other than the signer's individual capacity, such certificate or affidavit shall also constitute sufficient proof of the signer's authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

    The ownership of Securities shall be proved by the Security Register.

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    Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Corporation or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Security.

    Each of the Corporation and any Guarantor may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders of Securities of such series; provided that the Corporation and any Guarantor may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take or revoke the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Corporation or any Guarantor from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Corporation or any such Guarantor, at their own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

    The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 502, (iii) any request to institute proceedings referred to in Section 507(2) or (iv) any direction referred to in Section 512, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction or to revoke the same, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Corporation's or any such Guarantor's expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be sent to the Corporation and any such Guarantor in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 106.

    With respect to any record date set pursuant to this Section, the party hereto which sets such record date may designate any day as the "Expiration Date" and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless

8

notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 106 on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

    Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

    Section 105.  Notices, Etc., to Trustee, Corporation and any Guarantor.

    Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

    (1) the Trustee by any Holder or by the Corporation shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing, which may be made via facsimile, to or with the Trustee at its Corporate Trust Office, or

    (2) the Corporation by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing, which may be made via facsimile, or mailed, first-class postage prepaid, to the Corporation addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Treasurer, or at any other address previously furnished in writing to the Trustee by the Corporation, or

    (3) any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or filed in writing, which may be made via facsimile, or mailed, first-class postage prepaid, to any such Guarantor addressed to it at the address of its principal office specified in the first paragraph of this instrument, Attention: Treasurer, or at any other address previously furnished in writing to the Trustee by any such Guarantor.

    Section 106.  Notice to Holders; Waiver.

    Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed by such Holders or the Corporation with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

    In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

9

    Section 107.  Conflict with Trust Indenture Act.

    If any provision hereof limits, qualifies or conflicts with a provision of the Trust Indenture Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control. If any provision of this Indenture modifies or excludes any provision of the Trust Indenture Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

    Section 108.  Effect of Headings and Table of Contents.

    The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

    Section 109.  Successors and Assigns.

    All covenants and agreements in this Indenture by the Corporation or any Guarantor shall bind its successors and assigns, whether so expressed or not.

    Section 110.  Separability Clause.

    In case any provision in this Indenture or in the Securities or any Guarantees shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

    Section 111.  Benefits of Indenture.

    Nothing in this Indenture or in the Securities or any Guarantees, express or implied, shall give to any Person, other than the parties hereto, their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

    Section 112.  Governing Law.

    THIS INDENTURE, THE SECURITIES AND ANY GUARANTEES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

    Section 113.  Legal Holidays.

    In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, or at the Stated Maturity.

ARTICLE II.

SECURITY FORMS

    Section 201.  Forms Generally.

    The Securities of each series and any Guarantees endorsed thereon shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution, in one or more indentures supplemental hereto or in an Officers' Certificate pursuant to Section 301 hereof, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefor or as may, consistently herewith, be determined by the officers executing such Securities or Guarantees, as the case may be, as evidenced by

10

their execution thereof. If the form of Securities of any series or Guarantees endorsed thereon is established by action taken by or pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Corporation and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 303 for the authentication and delivery of such Securities.

    The definitive Securities and any Guarantees endorsed thereon shall be printed, lithographed or engraved or may be produced in any other manner, all as determined by the officers executing such Securities or Guarantees, as evidenced by their execution thereof.

    Section 202.  Form of Face of Security.

    [Insert any legend required by the Internal Revenue Code and the regulations thereunder or by the Depositary.]

UNIVISION COMMUNICATIONS INC.

No.	$
	CUSIP No.

    Univision Communications Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the "Corporation," which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to             , or registered assigns, the principal sum of            Dollars ($            ) on            [if the Security is to bear interest prior to Maturity and interest payment periods are not extendable, insert—, and to pay interest thereon from            or from the most recent date to which interest has been paid or duly provided for, [insert—semi-annually, quarterly, monthly or other description of the relevant payment period] on [            ,       ,] and            in each year (each, an "Interest Payment Date"), commencing            , and at Maturity at the rate of      % per annum, until the principal hereof is paid or made available for payment [if applicable, insert—, provided that any principal hereof or premium, if any, or interest hereon which is not paid when due shall bear interest at the rate of  % per annum (to the extent that the payment of such interest shall be legally enforceable) from the dates such amounts are due until they are paid or made available for payment, and such interest shall be payable on demand]. Interest on this Security shall be calculated on the basis of a 360-day year consisting of twelve 30-day months. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the            or            (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for on any Interest Payment Date will forthwith cease to be payable to the Holder on such Regular Record Date by virtue of having been such Holder and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture].

    [If the Security is not to bear interest prior to Maturity, insert—The principal of this Security shall not bear interest except in the case of a default in payment of principal upon acceleration, upon

11

redemption or at Stated Maturity and in such case the overdue principal and any overdue premium shall bear interest at the rate of      % per annum (to the extent that the payment of such interest shall be legally enforceable), from the dates such amounts are due until they are paid or made available for payment. Interest on any overdue principal or premium shall be payable on demand. Any such interest on overdue principal or premium which is not paid on demand shall bear interest at the rate of      % per annum (to the extent that the payment of such interest on interest shall be legally enforceable), from the date of such demand until the amount so demanded is paid or made available for payment. Interest on any overdue interest shall be payable on demand.]

    Payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made at the office or agency of the Corporation maintained for that purpose in the [Borough of Manhattan, The City of New York], in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts [if applicable, insert—; provided, however, that at the option of the Corporation payment of interest may be made by check mailed to the address of the Person entitled thereto as such address shall appear in the Security Register or by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least fifteen (15) days prior to the date for payment by the Person entitled thereto]. [In the case of a Global Security registered in the name of the Depository Trust Company or its nominee, insert—Notwithstanding the foregoing, so long as the Holder of this Security is the Depositary or its nominee, payment of the principal of (and premium, if any) and [if applicable, insert—any such] interest on this Security will be made by wire transfer of immediately available funds.]

    Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

    Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

    IN WITNESS WHEREOF, the Corporation has caused this instrument to be duly executed.

Dated:	UNIVISION COMMUNICATIONS INC.
	By:
Attest:

    Section 203.  Form of Reverse of Security.

    This Security is one of a duly authorized issue of securities of the Corporation (herein called the "Securities"), issued and to be issued in one or more series under an Indenture, dated as of      ,      (herein called the "Indenture," which term shall have the meaning assigned to it in such instrument), between the Corporation and The Bank of New York, as Trustee (herein called the "Trustee," which term includes any successor trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Corporation, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security is one of

12

the series designated on the face hereof [if applicable, insert—, limited (subject to exceptions provided in the Indenture) in aggregate principal amount to $            -      ].

    [If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days' nor more than 60 days' prior written notice by mail, [if applicable, insert—(1) on            in any year commencing with the year      and ending with the year       through operation of the sinking fund for this series at a Redemption Price equal to 100% of the principal amount, and (2)] at any time [if applicable, insert—on or after            , 19  ], as a whole or in part, at the election of the Corporation, at the following Redemption Prices (expressed as percentages of the principal amount): If redeemed [if applicable, insert—on or before            ,  %, and if redeemed] during the 12-month period beginning             of the years indicated,

Year
Redemption Price Year
Redemption Price

and thereafter at a Redemption Price equal to      % of the principal amount, together in the case of any such redemption [if applicable, insert—(whether through operation of the sinking fund or otherwise)] with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.]

    [If applicable, insert—The Securities of this series are subject to redemption upon not less than 30 days' nor more than 60 days' prior written notice by mail, (1) on            in any year commencing with the year      and ending with the year      through operation of the sinking fund for this series at the Redemption Prices for redemption through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below, and (2) at any time [if applicable, insert—on or after            ], as a whole or in part, at the election of the Corporation, at the Redemption Prices for redemption otherwise than through operation of the sinking fund (expressed as percentages of the principal amount) set forth in the table below: If redeemed during the 12- month period beginning       of the years indicated,

Year
Redemption Price
for Redemption
Through Operation
of the Sinking Fund Redemption Price
for Redemption
Otherwise Than
Through Operation
of the Sinking Fund

and thereafter at a Redemption Price equal to            % of the principal amount, together in the case of any such redemption (whether through operation of the sinking fund or otherwise) with accrued interest to the Redemption Date, but interest installments whose Stated Maturity is on or prior to such Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, of record at the close of business on the relevant Regular Record Dates referred to on the face hereof, all as provided in the Indenture.]

    [If applicable, insert—Notwithstanding the foregoing, the Corporation may not, prior to            , redeem any Securities of this series as contemplated by [if applicable, insert—Clause (2) of] the preceding paragraph as a part of, or in anticipation of, any refunding operation by

13

the application, directly or indirectly, of moneys borrowed having an interest cost to the Corporation (calculated in accordance with generally accepted financial practice) of less than       % per annum.]

    [If applicable, insert—The sinking fund for this series provides for the redemption on            in each year beginning with the year       and ending with the year      of [if applicable, insert—not less than $            ("mandatory sinking fund") and not more than] $            aggregate principal amount of Securities of this series. Securities of this series acquired or redeemed by the Corporation otherwise than through [if applicable, insert—mandatory] sinking fund payments may be credited against subsequent [if applicable, insert—mandatory] sinking fund payments otherwise required to be made [if applicable, insert—, in the inverse order in which they become due].]

    [If the Security is subject to redemption of any kind, insert—In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder hereof upon the cancellation hereof.]

    [If the Security is not subject to redemption, insert—The Securities are not subject to redemption prior to the Stated Maturity of the principal thereof.]

    [If applicable, insert—The Indenture contains provisions for defeasance at any time of [the entire indebtedness of this Security] [or] [certain restrictive covenants and Events of Default with respect to this Security] [, in each case] upon compliance with certain conditions set forth in the Indenture.]

    [If applicable, insert—The obligations of the Corporation under this Security are unconditionally guaranteed on a senior basis pursuant to the Guarantee endorsed hereon.]

    [If the Security is not an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of and accrued and unpaid interest on the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.]

    [If the Security is an Original Issue Discount Security, insert—If an Event of Default with respect to Securities of this series shall occur and be continuing, an amount of principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture. Such amount shall be equal to [insert formula for determining the amount]. Upon payment (i) of the amount of principal so declared due and payable and (ii) of interest on any overdue principal, premium and interest (in each case to the extent that the payment of such interest shall be legally enforceable), all of the Corporation's obligations in respect of the payment of the principal of and premium and interest, if any, on the Securities of this series shall terminate.]

    The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Corporation and the rights of the Holders of the Securities of each series affected under the Indenture at any time by the Corporation and the Trustee with the consent of the Holders of a majority in principal amount of the Securities of each series at the time Outstanding affected thereby. The Indenture contains provisions permitting the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding with respect to which a default under the Indenture shall have occurred and be continuing, on behalf of the Holders of all Securities of such series, to waive, with certain exceptions, such past default with respect to such series and its consequences. The Indenture also permits the Holders of not less than a majority in principal amount of the Securities of any series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Corporation with certain provisions of the Indenture. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange therefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.

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    As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee, such Holder or Holders shall have offered the Trustee reasonable indemnity, and the Trustee, for 60 days after its receipt of such notice, shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and the Trustee shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.

    No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Corporation, which is absolute and unconditional, to pay the principal of [and premium, if any,] and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.

    As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Corporation in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Corporation and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

    The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder surrendering the same.

    No service charge shall be made for any such registration of transfer or exchange, but the Corporation may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

    Prior to due presentment of this Security for registration of transfer, the Corporation, the Trustee and any agent of the Corporation or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Corporation, the Trustee nor any such agent shall be affected by notice to the contrary.

    This Security shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of law principles thereof.

    All terms used in this Security which are defined in the Indenture and not defined herein shall have the meanings assigned to them in the Indenture.

    Section 204.  Form of Guarantee.

    [If applicable, insert—FOR VALUE RECEIVED, the undersigned hereby unconditionally guarantees to the Holder of the accompanying       %            (the "Security") issued by Univision Communications Inc. (the "Corporation") under an Indenture dated as of July 18, 2001 (the "Indenture") among the Corporation and The Bank of New York, as trustee (the "Trustee"), and to

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the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on such Security and of any sinking fund payments thereon, in each case when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of the Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest, if any, or any such sinking fund payment, whether at Stated Maturity, by declaration of acceleration, call for redemption or otherwise, the undersigned hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation. The undersigned hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or the Indenture, or any failure to enforce any provisions of such Security or the Indenture, or any waiver, modification or indulgence granted to the Corporation with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the undersigned, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or change the amount of principal of such Security that would be due and payable upon a declaration of acceleration thereof pursuant to Article V of the Indenture. The undersigned hereby waives the benefits of diligence, presentment, demand for payment or performance, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Corporation or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Corporation, any right to require a proceeding first against the Corporation, protest or notice with respect to such Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture, such Security and in this Guarantee.

    No reference herein to the Indenture and no provision of this Guarantee or of the Indenture shall alter or impair the guarantee of the undersigned, which is absolute and unconditional, of the full and prompt payment of the principal of and premium, if any, interest and sinking fund payment, if any, on such Security.

    THIS GUARANTEE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

    Unless the certificate of authentication on such Security has been executed by the Trustee referred to on the reverse of such Security by manual signature, this Guarantee shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

    The obligations of the undersigned to the Holder of such Security and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article XIV of the Indenture and reference is hereby made to the Indenture for the precise terms of this Guarantee and all of the other provisions of the Indenture to which this Guarantee relates.

    All terms in this Guarantee which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

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    IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be duly executed.

Dated:
	[GUARANTOR]
	By:	[Name] [Title]]

    Section 205.  Form of Legend for Global Securities.

    Unless otherwise specified as contemplated by Section 301 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

    THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

    Section 206.  Form of Trustee's Certificate of Authentication.

    The Trustee's certificate of authentication shall be in substantially the following form:

    This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

	The Bank of New York, As Trustee
	By:	Authorized Signatory
Dated:

ARTICLE III.

THE SECURITIES

    Section 301.  Amount Unlimited; Issuable in Series.

    The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

    The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 303, set forth, or determined in the manner provided, in an Officers' Certificate, or established in one or more indentures supplemental hereto, prior to the issuance of Securities of any series,

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    (1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

    (2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 304, 305, 306, 906 or 1106 and except for any Securities which, pursuant to Section 303, are deemed never to have been authenticated and delivered hereunder);

    (3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

    (4) the date or dates on which the principal of any Securities of the series is payable or the method by which such date shall be determined and the right, if any, to shorten or extend the date on which the principal of any Securities of the series is payable and the conditions to any such change;

    (5) the rate or rates at which any Securities of the series shall bear interest, if any, or the method by which such rate or rates shall be determined; the date or dates from which any such interest shall accrue; the Interest Payment Dates on which any such interest shall be payable; the manner (if any) of determination of such Interest Payment Dates; and the Regular Record Date, if any, for any such interest payable on any Interest Payment Date;

    (6) the right, if any, to extend the interest payment periods and the terms of such extension or extensions;

    (7) the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;

    (8) the period or periods within which, or the date or dates on which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Corporation and, if other than by a Board Resolution, the manner in which any election by the Corporation to redeem the Securities shall be evidenced;

    (9) the obligation, if any, of the Corporation to redeem or purchase any Securities of the series pursuant to any sinking fund, purchase fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

   (10) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;

   (11) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

   (12) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of "Outstanding" in Section 101;

   (13) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Corporation or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the

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currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

   (14) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 502;

   (15) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose thereunder or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

   (16) if either or both of Sections 1302 and 1303 do not apply to any Securities of the series;

   (17) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositary or Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 204 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 305 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

   (18) any addition, modification or deletion of any Events of Default or covenants provided with respect to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 502;

   (19) any addition to or change in the covenants set forth in Article X which applies to Securities of the series;

   (20) if the obligations of the Corporation with respect to the Securities of any series are to be Guaranteed by any Person or Persons (each a "Guarantor" and together the "Guarantors"), the identity of such Guarantor or Guarantors and any terms of such Guarantees with respect to the Securities of such series in addition to those set forth in Section 1401, or any exceptions to or changes in those set forth in Section 1401; and

   (21) any other terms of the series.

    All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 303) set forth, or determined in the manner provided, in the Officers' Certificate referred to above or in any such indenture supplemental hereto.

    If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Corporation and delivered to the Trustee at or prior to the delivery of the Officers' Certificate setting forth the terms or the manner of determining the terms of the series.

    With respect to Securities of a series offered in a Periodic Offering, the Board Resolution (or action taken pursuant thereto), Officers' Certificate or supplemental indenture referred to above may provide general terms or parameters for Securities of such series and provide either that the specific

19

terms of particular Securities of such series shall be specified in a Company Order or that such terms shall be determined by the Corporation in accordance with other procedures specified in a Company Order as contemplated by the fourth paragraph of Section 303.

    Notwithstanding Section 301(2) herein and unless otherwise expressly provided with respect to a series of Securities, a series of Securities may from time to time be "re-opened" and the aggregate principal amount of any such series of Securities may be increased and additional Securities of such series may be issued up to the maximum aggregate principal amount authorized with respect to such series as increased.

    Section 302.  Denominations.

    The Securities of each series shall be issuable only in fully registered form without coupons and only in such denominations as shall be specified as contemplated by Section 301. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

    Section 303.  Execution, Authentication, Delivery and Dating.

    The Securities shall be executed on behalf of the Corporation by its Chairman of the Board, its Vice Chairman of the Board, its Chief Executive Officer, its President or one of its Vice Presidents attested by its Secretary or one of its Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.

    Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Corporation shall bind the Corporation, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

    Unless otherwise provided as contemplated by Section 301, with respect to any series of Securities, any Guarantees to be endorsed on any series of Securities shall be executed and delivered in accordance with the provisions of Section 1402.

    At any time and from time to time after the execution and delivery of this Indenture, the Corporation may deliver Securities of any series executed by the Corporation with any Guarantees executed by any Guarantor, to the Trustee for authentication, together with a Company Order and any Guarantor Order for the authentication and delivery of such Securities and for the delivery of any such Guarantees endorsed thereon, and the Trustee in accordance with the Company Order and any such Guarantor Order shall authenticate such Securities and deliver such Securities and any such Guarantees endorsed thereon, provided, however, that in the case of Securities offered in a Periodic Offering, the Trustee shall authenticate such Securities and deliver such Securities and such Guarantees endorsed thereon from time to time in accordance with such other procedures (including, without limitation, the receipt by the Trustee of electronic instructions from the Corporation or its duly authorized agents, promptly confirmed in writing) acceptable to the Trustee as may be specified by or pursuant to a Company Order and any Guarantor Order delivered to the Trustee prior to the time of the first authentication of Securities of such series. If the form or terms of the Securities of the series or any Guarantees endorsed thereon have been established by or pursuant to one or more Board Resolutions as permitted by Sections 201 and 301, in authenticating such Securities and any such Guarantees endorsed thereon and accepting the additional responsibilities under this Indenture in relation to such Securities and any such Guarantees endorsed thereon, the Trustee shall be furnished, and (subject to Section 601) shall be fully protected in relying upon, an Opinion of Counsel stating,

    (1) if the forms of such Securities or Guarantees have been established by or pursuant to Board Resolution as permitted by Section 201, that such forms have been established in conformity with the provisions of this Indenture;

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    (2) if the terms of such Securities or Guarantees have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established by or pursuant to Board Resolution as permitted by Section 301, that such terms have been, or in the case of Securities of a series offered in a Periodic Offering, will be, established in conformity with the provisions of this Indenture, subject, in the case of Securities of a series offered in a Periodic Offering, to any conditions specified in such Opinion of Counsel; and

    (3) that such Securities and any Guarantees endorsed thereon, when authenticated and delivered by the Trustee and issued by the Corporation and any such Guarantor in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute legally valid and binding obligations of the Corporation and any such Guarantor enforceable against the Corporation and any such Guarantor in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

    If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee's own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which is not reasonably acceptable to the Trustee.

    Notwithstanding the provisions of Section 301 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers' Certificate otherwise required pursuant to Section 301 or the Company Order, any Guarantor Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the authentication of each Security of such series if such documents are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

    With respect to Securities of a series offered in a Periodic Offering, the Trustee may conclusively rely, as to the authorization by the Corporation and any Guarantor of any of such Securities and Guarantees endorsed thereon, the forms and terms thereof and the legality, validity, binding effect and enforceability thereof, upon the Opinion of Counsel and the other documents delivered pursuant to Sections 201 and 301 and this Section, as applicable, in connection with the first authentication of Securities of such series.

    Each Security shall be dated the date of its authentication.

    No Security or Guarantee endorsed thereon shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated hereunder and that such Security and any Guarantee endorsed thereon have been duly delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Corporation, and the Corporation shall deliver such Security to the Trustee for cancellation as provided in Section 309, for all purposes of this Indenture such Security (and any Guarantee endorsed thereon) shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

    Section 304.  Temporary Securities.

    Pending the preparation of definitive Securities of any series, the Corporation may execute, and upon Company Order and any Guarantor Order, if applicable, the Trustee shall authenticate and

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deliver, temporary Securities (with any temporary Guarantees endorsed thereon) which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities and any Guarantees in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities or Guarantees, as the case may be, may determine, as evidenced by their execution of such Securities or Guarantees, as the case may be.

    If temporary Securities or Guarantees of any series are issued, the Corporation will cause definitive Securities and Guarantees of that series to be prepared without unreasonable delay. After the preparation of definitive Securities and Guarantees of such series, the temporary Securities and Guarantees of such series shall be exchangeable for definitive Securities of such series, with the definitive Guarantees of any Guarantor endorsed thereon, upon surrender of the temporary Securities of such series at the office or agency of the Corporation in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, with any definitive Guarantees executed by such Guarantor endorsed thereon. Until so exchanged, the temporary Securities of any series and any Guarantees endorsed thereon shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor and definitive Guarantees.

    Section 305.  Registration, Registration of Transfer and Exchange.

    The Corporation shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office or in any other office or agency of the Corporation in a Place of Payment being herein sometimes referred to as the "Security Register") in which, subject to such reasonable regulations as it may prescribe, the Corporation shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed "Security Registrar" for the purpose of registering Securities and transfers of Securities as herein provided.

    Upon surrender for registration of transfer of any Security of a series at the office or agency of the Corporation in a Place of Payment for that series, the Corporation shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, with any Guarantees executed by the Guarantor endorsed thereon.

    At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Corporation shall execute, and the Trustee shall authenticate and deliver, the Securities, with any Guarantees of the Guarantor endorsed thereon, which the Holder making the exchange is entitled to receive.

    All Securities and Guarantees issued upon any registration of transfer or exchange of Securities and the Guarantees endorsed thereon shall be the valid obligations of the Corporation and the Guarantor, respectively, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities and Guarantees surrendered upon such registration of transfer or exchange.

    Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Corporation, any Guarantor or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Corporation, any Guarantor and the Security Registrar duly executed, by the Holder thereof or his attorney duly authorized in writing.

    No service charge shall be assessed against the Holder for any registration of transfer or exchange of Securities, but the Corporation may require payment of a sum sufficient to cover any tax or other

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governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 304, 906 or 1106 not involving any transfer.

    If the Securities of any series (or of any series and specified tenor) are to be redeemed, the Corporation shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

    The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

    (1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefor, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

    (2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary has notified the Corporation that it is unwilling or unable to continue as Depositary for such Global Security and a successor Depositary has not been appointed by the Corporation within 90 days of receipt by the Corporation of such notification, (B) if at any time the Depositary ceases to be a clearing agency registered under the Exchange Act at a time when the Depositary is required to be so registered to act as such Depositary and no successor Depositary shall have been appointed by the Corporation within 90 days after it became aware of such cessation, (C) the Corporation, in its sole discretion, executes and delivers to the Trustee a Company Order to the effect that such Global Security, together with all other Global Securities of the same series, shall be exchangeable as described below, (D) an Event of Default has occurred and is continuing with respect to the Securities of such series, or (E) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 301. If any of the events described in clauses (A) through (E) of the preceding sentence occur, the beneficial owners of interests in the relevant Global Securities will be entitled to exchange those interests for definitive Securities and, without unnecessary delay but in any event not later than the earliest date on which those interests may be so exchanged, the Corporation will deliver to the Trustee definitive Securities in such form and denominations as are required by or pursuant to this Indenture, and of the same series, containing identical terms and in an aggregate principal amount equal to the principal amount of such Global Securities, such Securities to be duly executed by the Corporation. On or after the earliest date on which such beneficial interests may be so exchanged, such Global Securities shall be surrendered from time to time by the Depositary as shall be specified in the Company Order with respect thereto (which the Corporation agrees to deliver), and in accordance with any instructions given to the Trustee and the Depositary (which instructions shall be in writing but need not be contained in or accompanied by an Officers' Certificate or be accompanied by an Opinion of Counsel), as shall be specified in the Company Order with respect thereto to the Trustee, as the Corporation's agent for such purpose, to be exchanged, in whole or in part, for definitive Securities as described above without charge. The Trustee shall authenticate and make available for delivery, in exchange for each portion of such surrendered Global Security, a like aggregate principal amount of definitive Securities of the same series of authorized denominations and of like tenor as the portion of such Global Security to be exchanged. Promptly following any such exchange in part, such Global Security shall be returned by the Trustee to such Depositary or its custodian. If a definitive Security is issued in exchange for any portion of a

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Global Security after the close of business at the place where such exchange occurs on or after (i) any Regular Record Date for such Security and before the opening of business at that Place of Payment on the next Interest Payment Date, or (ii) any Special Record Date for such Security and before the opening of business at such Place of Payment on the related proposed date for the payment of Defaulted Interest, as the case may be, interest shall not be payable on such Interest Payment Date or proposed date for payment, as the case may be, in respect of such definitive Security, but shall be payable on such Interest Date or proposed date for payment, as the case may be, only to the Person to whom interest in respect of such portion of such Global Security shall be payable in accordance with the provisions of this Indenture.

    (3) Subject to Clause (2) above, any exchange or transfer of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for or upon transfer of a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

    (4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 304, 306, 906 or 1106 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

    Section 306.  Mutilated, Destroyed, Lost and Stolen Securities.

    If any mutilated Security is surrendered to the Trustee, the Corporation shall execute and the Trustee shall authenticate and deliver in exchange therefor a new Security of the same series and of like tenor and principal amount, having a Guarantee, if any, executed by the Guarantor endorsed thereon and bearing a number not contemporaneously outstanding.

    If there shall be delivered to the Corporation, any Guarantor and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as required by them to save each of them and any agent of any of them harmless, then, in the absence of notice to the Corporation, any Guarantor or the Trustee that such Security has been acquired by a bona fide purchaser, the Corporation shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount, having a Guarantee, if any, executed by the Guarantor endorsed thereon and bearing a number not contemporaneously outstanding.

    In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Corporation or any Guarantor in its discretion may, instead of issuing a new Security, pay such Security.

    Upon the issuance of any new Security under this Section, the Corporation may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee) connected therewith.

    Every new Security of any series and any Guarantee endorsed thereon issued pursuant to this Section in lieu of any destroyed, lost or stolen Security and any Guarantee endorsed thereon shall constitute an original additional contractual obligation of the Corporation and such Guarantor, respectively, whether or not the destroyed, lost or stolen Security or Guarantee shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder and any Guarantees endorsed on such Securities.

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    The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

    Section 307.  Payment of Interest; Interest Rights Preserved.

    Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, such payment to be made at the office or agency maintained for such purpose pursuant to Section 1002; provided, however, that, at the option of the Corporation, interest on any series of Securities that bear interest may be paid (i) by check mailed to the address of the Persons entitled thereto as such addresses shall appear on the Security Register or (ii) by wire transfer at such place and to such account at a banking institution in the United States as may be designated in writing to the Trustee at least 15 days prior to the date for payment by the Persons entitled thereto. Any such instructions given pursuant to clause (ii) shall remain in effect until revoked by written notice to the Trustee at least 15 days prior to any payment date by the Person entitled to such payment.

    Except as otherwise provided as contemplated by Section 301 with respect to any series of Securities, any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called "Defaulted Interest") shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Corporation, at its election in each case, as provided in Clause (1) or (2) below:

    (1) The Corporation or any Guarantor may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Corporation or any such Guarantor shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Corporation or any such Guarantor, as the case may be, shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Corporation and any such Guarantor of such Special Record Date and, in the name and at the expense of the Corporation or any such Guarantor, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given to each Holder of Securities of such series in the manner set forth in Section 106, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

    (2) The Corporation or any Guarantor may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which such Securities may be listed, and upon such notice as may be

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required by such exchange, if, after notice given by the Corporation or any Guarantor to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

    Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

    Section 308.  Persons Deemed Owners.

    Prior to due presentment of a Security for registration of transfer, the Corporation, any Guarantor, the Trustee and any agent of the Corporation, any Guarantor or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 307) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and none of the Corporation, any Guarantor, the Trustee or any agent of the Corporation, any Guarantor or the Trustee shall be affected by notice to the contrary.

    Section 309.  Cancellation.

    All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Corporation or any Guarantor may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Corporation or any Guarantor may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Corporation has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee. No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by a Company Order or Guarantor Order; provided, however, that the Trustee shall not be required to destroy such canceled Securities.

    Section 310.  Computation of Interest.

    Except as otherwise specified as contemplated by Section 301 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

    Section 311.  CUSIP Numbers.

    The Corporation in issuing the Securities may use "CUSIP" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such numbers. The Corporation shall promptly notify the Trustee of any change in the "CUSIP" numbers.

ARTICLE IV.

SATISFACTION AND DISCHARGE

    Section 401.  Satisfaction and Discharge of Indenture.

    This Indenture shall upon Company Request cease to be of further effect with respect to any series of Securities specified in such Company Request (except as to those surviving rights and

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obligations specified below), and the Trustee, at the expense of the Corporation, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture as to such series, when

    (1) either

    (A) all Securities of such series theretofore authenticated and delivered (other than (i) Securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Securities of such series for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Corporation and thereafter repaid to the Corporation or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

    (B) all such Securities of such series not theretofore delivered to the Trustee for cancellation

     (i) have become due and payable, or

    (ii) will become due and payable at their Stated Maturity within one year, or

    (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Corporation,

and the Corporation or any Guarantor of the Securities of such series, in the case of (B) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose money, cash in U.S. dollars, non-callable Government Securities or a combination of cash in U.S. dollars and non-callable Government Securities, in an amount sufficient without consideration of any reinvestment of interest, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

    (2) no Event of Default or event that is, or with the passage of time or the giving of notice or both would be, an Event of Default, has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Corporation or any Guarantor of the Securities of such series is a party or by which the Corporation or any Guarantor of the Securities of such series is bound;

    (3) the Corporation or any Guarantor of the Securities of such series has paid or caused to be paid all other sums payable hereunder by the Corporation and any such Guarantor;

    (4) the Corporation has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Securities of such series at the Stated Maturity or Redemption Date, as the case may be; and

    (5) the Corporation has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture as to such series have been complied with.

    Notwithstanding the satisfaction and discharge of this Indenture with respect to any series of Securities, the obligations of the Corporation and any Guarantor of the Securities of such series to the Trustee under Section 607, the obligations of the Corporation to any Authenticating Agent under Section 614 and, if money shall have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of this Section, the obligations of the Corporation and the Trustee with respect to the

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Securities of such series under Sections 304, 305, 306, 402, 1002, 1003 and 1306 shall survive such satisfaction and discharge.

    Section 402.  Application of Trust Money.

    Subject to the provisions of the last paragraph of Section 1003, all money deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (other than the Corporation acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.

ARTICLE V.

REMEDIES

    Section 501.  Events of Default.

    "Event of Default," wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body), unless it is specifically deleted or modified in the Board Resolution or Officers' Certificate delivered to the Trustee prior to the issuance of such series of Securities or supplemental indenture under which such series of Securities is issued or has been deleted or modified in an indenture supplemental hereto:

    (1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; provided, however, that if the Corporation is permitted by the terms of the Securities of such series to defer the payment in question, the date on which such payment is due and payable shall be the date on which the Corporation is required to make payment following such deferral, if such deferral has been elected pursuant to the terms of the Securities; or

    (2) default in the payment of the principal of or any premium on any Security of that series at its Maturity; or

    (3) default in the making of any sinking fund payment applicable to Securities of such series, when and as due by the terms of a Security of that series; or

    (4) default in the performance, or breach, of any covenant or warranty of the Corporation or any of its Subsidiaries in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of a series of Securities other than that series) or the Securities of that series, and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Corporation and any Guarantor by the Trustee or to the Corporation, any such Guarantor and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; or

    (5) default occurs under any mortgage, indenture or other instrument evidencing any indebtedness for money borrowed by the Corporation or any of its Subsidiaries (including a default with respect to any other series of Securities issued under this Indenture), or under any mortgage, indenture or other instrument under which there may be issued or by which there may be secured or evidenced any indebtedness for money borrowed by the Corporation or any of its Subsidiaries (or the payment of which is guaranteed by the Corporation or any of its Subsidiaries), whether

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such indebtedness or guarantee exists on the date this Indenture or is issued or entered into following the date of this Indenture, if:

    (a) either:

     (i) such default results from the failure to pay principal of, or premium, if any, on such indebtedness prior to the expiration of the grace period provided in such indebtedness on the date of such default (a "Payment Default"); or

    (ii) as a result of such default the maturity of such indebtedness has been accelerated prior to its expressed maturity; and

    (b) the principal amount of such indebtedness, together with the principal amount of any other such indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates at least $75 million and the Payment Default or such acceleration is not rescinded or annulled, or such indebtedness for money borrowed is not discharged, within 30 days after written notice to the Corporation by the Trustee or the Holders of at least 25% in principal amount of the Outstanding Securities of that series; or

    (6) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of such entity or entities under any applicable federal or state law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such entity or entities or of any substantial part of the property of such entity or entities, or ordering the winding-up or liquidation of the affairs of such entity or entities, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

    (7) the commencement by the Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, of a voluntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, to the entry of a decree or order for relief in respect of such entity in an involuntary case or proceeding under any applicable federal or state bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, or the filing by such entity or entities of a petition or answer or consent seeking reorganization or relief under any applicable federal or state law, or the consent by the Corporation, any of its Subsidiaries that is a Significant Subsidiary or any group of its Subsidiaries that, taken together, would constitute a Significant Subsidiary, to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of such entity or entities or of any substantial part of its or their property, or the making by such entity or entities of an assignment for the benefit of creditors, or the admission by such entity or entities in writing of its or their inability to pay its or their debts generally as they become due, or the authorization of any such action by the Board of Directors of such applicable entity or entities; or

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    (8) except as otherwise permitted herein, any Guarantee of the Securities of any series shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor that is a Significant Subsidiary, or any person acting on behalf of any such Guarantor, shall deny or disaffirm its obligations under its Guarantee with respect to Securities of that series; or

    (9) any other Event of Default provided with respect to Securities of that series.

    Section 502.  Acceleration of Maturity; Rescission and Annulment.

    If an Event of Default specified in clause (6), (7) or (8) of Section 501 hereof occurs, all Outstanding Securities will become due and payable immediately and without any further action or notice. If any other Event of Default with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) and accrued and unpaid interest, if any, thereon to be due and payable immediately, by a notice in writing to the Corporation (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) and accrued and unpaid interest shall become immediately due and payable.

    At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Event of Default giving rise to such declaration of acceleration shall, without further act, be deemed to have been waived, and such declaration and its consequences shall, without further act, be deemed to have been rescinded and annulled, if

    (1) the Corporation or any Guarantor has paid or deposited with the Trustee a sum sufficient to pay

    (A) all overdue interest on all Securities of that series which has become due otherwise than by such declaration of acceleration,

    (B) the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and, to the extent permitted by law, any interest thereon at the rate or rates prescribed therefor in such Securities or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities,

    (C) to the extent that payment of such interest is lawful, interest upon overdue interest which has become due otherwise than by such declaration of acceleration at the rate or rates prescribed therefor in such Securities or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities, and

    (D) all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel and any other amounts due the Trustee under Section 607;

and

    (2) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of or accrued and unpaid interest on Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513.

    No such rescission shall affect any subsequent default or impair any right consequent thereon.

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    Section 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

    The Corporation and each Guarantor, if any, jointly and severally covenant that if

    (1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days,

    (2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, or

    (3) default is made in the deposit of any mandatory sinking fund payment applicable to any Security when due,

the Corporation or any such Guarantor will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefor in such Securities or, if no such rate or rates are so provided, at the rate or respective rates, as the case may be, of interest borne by such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

    If the Corporation fails to pay the money it is required to pay the Trustee pursuant to the preceding paragraph forthwith upon demand of the Trustee, the Trustee, in its own name and as trustee of an express trust, may institute a judicial proceeding for the collection of the money so due and unpaid, and may prosecute such proceeding to judgment or final decree, and may enforce the same against the Corporation or any other obligor upon such Securities endorsed thereon and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Corporation or any other obligor upon such Securities, wherever situated.

    If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

    Section 504.  Trustee May File Proofs of Claim.

    In case of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, composition or similar judicial proceeding relative to the Corporation or any Guarantor (or any other obligor upon the Securities or any Guarantees), its or their respective property or its or their respective creditors, the Trustee (irrespective of whether the principal of such Securities shall then be due and payable as therein expressed or by declaration of acceleration or otherwise and irrespective of whether the Trustee shall have made any demand on the Corporation or any Guarantor for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the Trust Indenture Act in order to have claims of the Holders and the Trustee allowed in any such proceeding, to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Securities of such series, to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders of such Securities allowed in such judicial proceeding, to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same; and any custodian,

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receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

    No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or any Guarantees or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee may, on behalf of the Holders, vote for the election of a trustee in bankruptcy or similar official and be a member of a creditors' or other similar committee.

    Section 505.  Trustee May Enforce Claims Without Possession of Securities.

    All rights of action and claims under this Indenture or the Securities or any Guarantees endorsed thereon may be prosecuted and enforced by the Trustee without the possession of any of the Securities or any such Guarantees or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

    Section 506.  Application of Money Collected.

    Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

    First: To the payment of all amounts due the Trustee under Section 607;

    Second: To the payment of the amounts then due and unpaid for principal of and any premium and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the aggregate amounts due and payable on such Securities for principal and any premium and interest; and

    Third: To the payment of the balance, if any, to the Corporation or any other Person or Persons legally entitled thereto.

    Section 507.  Limitation on Suits.

    No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

    (1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

    (2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

    (3) such Holder or Holders have offered to the Trustee reasonable indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request;

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    (4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

    (5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series;

it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

    Section 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.

    Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 307) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

    Section 509.  Restoration of Rights and Remedies.

    If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Corporation, any Guarantor, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

    Section 510.  Rights and Remedies Cumulative.

    Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 306, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

    Section 511.  Delay or Omission Not Waiver.

    No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall, to the extent permitted by law, impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.

    Every right and remedy given by this Article or by law to the Trustee or to the Holders may, to the extent permitted by law, be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

    Section 512.  Control By Holders.

    The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy

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available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series; provided that

    (1) such direction shall not be in conflict with any rule of law or with this Indenture,

    (2) subject to Section 601, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

    (3) such direction is not unduly prejudicial to the rights of other Holders of Securities of that series not joining in that action.

    Section 513.  Waiver of Past Defaults.

    The Holders of not less than a majority in principal amount of the Outstanding Securities of any series with respect to which any default under this Indenture shall have occurred and be continuing may, on behalf of the Holders of all Securities of such series, waive such past default under this Indenture with respect to such Securities and its consequences, except a default:

    (1) in the payment of the principal of or any premium or interest on any Security of such series (except a rescission of acceleration of such series by the Holders of at least a majority in principal amount of the Outstanding Securities of such series and a waiver of the Payment Default that resulted from such acceleration), or

    (2) in respect of a covenant or provision hereof which under Article IX cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

    Upon any such waiver, such default shall cease to exist and be deemed not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

    Section 514.  Undertaking for Costs.

    All parties to this Indenture agree, and each Holder of any Security by his acceptance thereof shall be deemed to have agreed, that any court may in its discretion require, in any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees and disbursements, against any party litigant in such suit having due regard to the merits and good faith of the claims or defenses made by such party litigant, but the provisions of this Section 514 shall not apply to any suit instituted by the Trustee, to any suit instituted by any Holder, or group of Holders, holding in the aggregate more than 10% in principal amount of Outstanding Securities of any series, or to any suit instituted by any Holder for the enforcement of the payment of the principal of (or premium, if any) or interest, if any, on any Security on or after the respective Stated Maturities expressed in such Security (or, in the case of redemption, on or after the Redemption Date).

    Section 515.  Waiver of Stay or Extension Laws.

    Each of the Corporation and each Guarantor, if any, covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law or any usury law or any other law wherever enacted, now or at any time hereafter in force, which would prohibit or forgive the Corporation or any such Guarantor from paying all or any portion of the principal of or premium, if any, or interest on any Securities as contemplated herein or therein or which may affect the covenants or the performance of this Indenture; and each of the Corporation and each Guarantor, if any (to the extent that it may

34

lawfully do so), hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VI.

THE TRUSTEE

    Section 601.  Certain Duties and Responsibilities.

    (1) Except during the continuance of an Event of Default,

    (A) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

    (B) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

    (2) In case an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

    (3) No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent, failure to act, or its own willful misconduct, except that

    (A) this Subsection shall not be construed to limit the effect of Subsection (1) of this Section;

    (B) the Trustee shall not be liable for any error of judgement made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

    (C) the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in principal amount of the Outstanding Securities of any series, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture with respect to the Securities of such series; and

    (D) no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

    (4) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

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    Section 602.  Notice of Defaults.

    If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the Trust Indenture Act. For the purpose of this Section, the term "default" means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

    Section 603.  Certain Rights of Trustee.

    Subject to the provisions of Section 601:

    (1) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

    (2) any request or direction of the Corporation or any Guarantor mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, or Guarantor Request or a Guarantor Order, as applicable, or as otherwise expressly provided herein, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

    (3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers' Certificate of the Corporation or any Guarantor, as appropriate;

    (4) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

    (5) in case an Event of Default has occurred and is continuing with respect to the Securities of any series, the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture with respect to the Securities of such series, whether at the request or direction of any of the Holders thereof or pursuant to any other provision in this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to the Trustee against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

    (6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled, at reasonable times previously notified to the Corporation or the Guarantor, to examine the relevant books, records and premises of the Corporation or the Guarantor personally or by agent or attorney;

    (7) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

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    (8) the Trustee shall not be deemed to have notice of any Default or Event of Default unless a Responsible Officer of the Trustee has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Trustee at the Corporate Trust Office of the Trustee, and such notice references the Securities and this Indenture;

    (9) the Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

   (10) the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder; and

   (11) the Trustee may request that the Company deliver an Officers' Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers' Certificate may be signed by any person authorized to sign an Officers' Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

    Section 604.  Not Responsible for Recitals or Issuance of Securities.

    The recitals contained herein and in the Securities and any Guarantees endorsed thereon, except the Trustee's certificates of authentication, shall be taken as the statements of the Corporation or such Guarantor, as the case may be, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Securities or any Guarantees endorsed thereon. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Corporation of Securities or the proceeds thereof.

    Section 605.  May Hold Securities.

    The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Corporation, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 608 and 613, may otherwise deal with the Corporation with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other agent.

    Section 606.  Money Held in Trust.

    Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing by the Trustee with the Corporation or any Guarantor.

    Section 607.  Compensation, Reimbursement and Indemnity.

    The Corporation and each Guarantor, if any, jointly and severally agree

    (1) to pay to the Trustee from time to time such compensation as shall be agreed to in writing between the Corporation and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

    (2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the

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expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence, willful misconduct or bad faith; and

    (3) to indemnify the Trustee for, and to hold it harmless against, any and all loss, liability, damage, claim or expense, including taxes (other than taxes based on the income of the Trustee) incurred without negligence, willful misconduct or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder.

    The Trustee shall have a first priority lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section 607, except with respect to funds held in trust for the benefit of the Holders of Securities.

    Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6) or Section 501(7), the expenses (including the reasonable charges and expenses of its counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

    The provisions of this Section shall survive the termination of this Indenture.

    Section 608.  Conflicting Interests.

    If the Trustee has or shall acquire a conflicting interest within the meaning of the Trust Indenture Act, the Trustee shall eliminate such conflict or interest within 90 days, apply to the Commission for permission to continue as Trustee or resign, to the extent and in the manner provided by, and subject to the provisions of, the Trust Indenture Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a trustee under this Indenture with respect to Securities of more than one series.

    Section 609.  Corporate Trustee Required; Eligibility.

    There shall at all times be a Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee shall be a Person that is eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000. If any such Person publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the Trust Indenture Act, the combined capital and surplus of such Person shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

    Section 610.  Resignation and Removal; Appointment of Successor.

    No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 611.

    The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Corporation and the Guarantors with respect to such series, if any. If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Corporation, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

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    The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee, the Corporation and the Guarantors with respect to such series, if any.

    If at any time:

    (1) the Trustee shall fail to comply with Section 608 after written request therefor by the Corporation, any Guarantor or by any Holder who has been a bona fide Holder of a Security for at least six months, or

    (2) the Trustee shall cease to be eligible under Section 609 and shall fail to resign after written request therefor by the Corporation, any Guarantor or by any such Holder, or

    (3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (A) the Corporation and such Guarantors, if any, by Board Resolutions may remove the Trustee with respect to all Securities, or (B) subject to Section 514, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustees.

    If the instrument of acceptance by a successor Trustee required by Section 611 shall not have been delivered to the Trustee within 30 days after giving of notice of removal, the removed Trustee may petition, at the expense of the Corporation, any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

    If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Corporation and the Guarantors, if any, by Board Resolutions, shall promptly appoint a successor Trustee or Trustees with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 611. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Corporation and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 611, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Corporation and the Guarantors, if any. If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Corporation and the Guarantors, if any, or the Holders and accepted appointment in the manner required by Section 611, any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

    The Corporation shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 106. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

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    Section 611.  Acceptance of Appointment by Successor.

    In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Corporation, the Guarantors, if any, and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Corporation, any Guarantor or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder (subject to the lien provided for in Section 607).

    In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Corporation, the Guarantors, if any, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental indenture shall constitute such Trustees co-trustees of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Corporation, any Guarantor or any successor Trustee, such retiring Trustee shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

    Upon request of any such successor Trustee, the Corporation and the Guarantors, if any, shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

    No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

    Section 612.  Merger, Conversion, Consolidation or Succession to Business.

    Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided that such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been

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authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

    Section 613.  Preferential Collection of Claims Against Corporation.

    If and when the Trustee shall be or become a creditor of the Corporation or any Guarantor (or any other obligor upon the Securities or any Guarantees), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding the collection of claims against the Corporation or any such Guarantor (or any such other obligor).

    Section 614.  Appointment of Authenticating Agent.

    The Trustee may appoint an Authenticating Agent or Agents acceptable to the Corporation with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 306, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee's certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Corporation and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by federal or state authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

    Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided that such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

    An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee, the Corporation and the Guarantors, if any. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Corporation and the Guarantors, if any. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Corporation and any Guarantor and shall give notice of such appointment in the manner provided in Section 106 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor

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hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

    The Corporation and the Guarantors, if any, jointly and severally, agree to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section.

    If an appointment with respect to one or more series is made pursuant to this Section, the Securities of such series may have endorsed thereon, in addition to the Trustee's certificate of authentication, an alternative certificate of authentication in the following form:

    This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

Dated:	The Bank of New York, As Trustee
	By:	As Authenticating Agent
	By:	Authorized Signatory

    Section 615.  Trustee's Application for Instructions from the Corporation.

    Any application by the Trustee for written instructions from the Corporation may, at the option of the Trustee, set forth in writing any action proposed to be taken or omitted by the Trustee under this Indenture and the date on and/or after which such action shall be taken or such omission shall be effective. The Trustee shall not be liable to the Corporation for any action taken by, or omission of, the Trustee in accordance with a proposal included in such application on or after the date specified in such application (which date shall not be less than three Business Days after the date any officer of the Corporation actually receives such application, unless any such officer shall have consented in writing to any earlier date) unless prior to taking any such action (or the effective date in the case of an omission), the Trustee shall have received written instructions in response to such application specifying the action to be taken or omitted.

ARTICLE VII.

HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION

    Section 701.  Corporation to Furnish Trustee Names and Addresses of Holders.

    The Corporation and any Guarantor will furnish or cause to be furnished to the Trustee

    (1) 15 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as of such Regular Record Date, and

    (2) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Corporation or any Guarantor of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished;

excluding from any such list names and addresses received by the Trustee in its capacity as Security Registrar.

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    Section 702.  Preservation of Information; Communications to Holders.

    The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 701 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 701 upon receipt of a new list so furnished.

    The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the Trust Indenture Act.

    Every Holder of Securities, by receiving and holding the same, agrees with the Corporation, any Guarantor and the Trustee that none of the Corporation, any Guarantor, the Trustee nor any agent of any of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the Trust Indenture Act.

    Section 703.  Reports by Trustee.

    The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the Trust Indenture Act at the times and in the manner provided pursuant thereto. If required by Section 313(a) of the Trust Indenture Act, the Trustee shall, within 60 days after each May 15 following the date of this Indenture, deliver to Holders a brief report, dated as of such May 15, which complies with the provisions of such Section 313(a).

    A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Corporation and any Guarantor. The Corporation and the Guarantors, if any, will promptly notify the Trustee when any Securities are listed on any stock exchange or any delisting thereof.

    Section 704.  Reports by Corporation and the Guarantor.

    The Corporation and the Guarantors, if any, pursuant to Section 314(a) of the Trust Indenture Act, shall:

    (1) file with the Trustee, within 15 days after it is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which it may be required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if it is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations;

    (2) file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by it with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and

    (3) transmit within 30 days after the filing thereof with the Trustee, in the manner and to the extent provided in Section 313(c) of the Trust Indenture Act, such summaries of any information, documents and reports required to be filed by it pursuant to paragraphs (1) and (2) of this Section as may be required by rules and regulations prescribed from time to time by the Commission.

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    Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Corporation's compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers' Certificates).

ARTICLE VIII.

CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER

    Section 801.  Corporation or Guarantor May Consolidate, Etc., on Certain Terms.

    Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Corporation or the Guarantor with or into any other Person or Persons (whether or not affiliated with the Corporation), or successive consolidations or mergers in which the Corporation or the Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, transfer, lease or other conveyance of the properties and assets of the Corporation or the Guarantor as an entirety or substantially as an entirety to any other Person (whether or not affiliated with the Corporation or the Guarantor) lawfully entitled to acquire the same; provided, however, that the Corporation and the Guarantor shall not, in any transaction or series of transactions, consolidate or merge with or into any Person or sell, transfer, lease or otherwise convey the properties and assets of the Corporation or the Guarantor as an entirety or substantially as an entirety to any other Persons, unless:

     (i) either (A) the Corporation or the Guarantor, as the case may be, shall be the continuing Person (in the case of a merger) or (B) the successor Person formed by such consolidation or into which the Corporation or the Guarantor, as the case may be, is merged or which acquires by sale, transfer, lease or other conveyance the properties and assets of the Corporation or the Guarantor, as the case may be, as an entirety or substantially as an entirety, is a corporation organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an indenture (or indentures, if at such time there shall be more than one Trustee) supplemental hereto, executed by such successor corporation, the Trustee, the Corporation and the Guarantor, in form and substance satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest on all of the Outstanding Securities or the due and punctual payment of all amounts under the Guarantees, as the case may be, and the due and punctual performance and observance of every obligation in this Indenture and the Outstanding Securities on the part of the Corporation or the Guarantor, as the case may be, to be performed or observed;

    (ii) immediately after giving effect to such transaction, no Event of Default and no event which, after notice or lapse of time or both, would become an Event of Default, has or shall have occurred and be continuing; and

    (iii) the Corporation or the Guarantor, as the case may be, shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, sale, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

    Section 802.  Successor Substituted.

    Upon any consolidation of the Corporation or the Guarantor with, or merger of the Corporation or the Guarantor into, any other Person or any sale, transfer, lease or other conveyance of the properties and assets of the Corporation or the Guarantor as an entirety or substantially as an entirety in accordance with Section 801, the successor Person formed by such consolidation or into which the

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Corporation or the Guarantor, as the case may be, is merged or to which such sale, transfer, lease or other conveyance is made shall succeed to, and be substituted for, and may exercise every right and power of, the Corporation or the Guarantor, as the case may be, under this Indenture with the same effect as if such successor Person had been named as the Corporation or the Guarantor, as the case may be, herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and under the Securities or the Guarantees endorsed thereon, as the case may be.

ARTICLE IX.

SUPPLEMENTAL INDENTURES

    Section 901.  Supplemental Indentures Without Consent of Holders.

    Without the consent of any Holders, the Corporation and any Guarantor, when authorized by Board Resolutions, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form reasonably satisfactory to the Trustee, for any of the following purposes:

    (1) to evidence the succession of another Person to the Corporation or any Guarantor, as the case may be, and the assumption by any such successor of the covenants of the Corporation or any such Guarantor, as the case may be, herein and in the Securities or any such Guarantees endorsed thereon, as the case may be; or

    (2) to add to the covenants of the Corporation or any Guarantor for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Corporation or any Guarantor; or

    (3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

    (4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to facilitate the issuance of Securities in uncertificated form; or

    (5) to change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such change or elimination (A) shall neither (i) apply to any Security or Guarantee entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security or Guarantee with respect to such provision, or (B) shall become effective only when there is no such Security Outstanding or to add any new provision to this Indenture, provided that any such addition does not apply to any Security of any series or any Guarantee endorsed thereon created prior to the execution of such supplemental indenture; or

    (6) to secure the Securities or any Guarantees; or

    (7) to establish the form or terms of Securities of any series or any Guarantees as permitted by Sections 201 and 301; or

    (8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 611; or

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    (9) to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; or

   (10) to release any Guarantor, if any, from any of its obligations under its Guarantee of the Securities of such series, except as otherwise provided herein; or

   (11) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture; provided that such action pursuant to this Clause (11) shall not adversely affect the interests of the Holders of Securities of any series in any material respect.

    Section 902.  Supplemental Indentures With Consent of Holders.

    With the consent of the Holders of not less than a majority in principal amount of the Outstanding Securities of each series affected by such supplemental indenture (including, without limitation, consent obtained in connection with a purchase of, or tender offer or exchange offer for, such series), by Act of said Holders delivered to the Corporation, the Guarantors, if any, and the Trustee, the Corporation and the Guarantors, if any, when authorized by Board Resolutions, and the Trustee may enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of any supplemental indenture, or modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

    (1) change the Stated Maturity of the principal of, or premium, if any, or any installment of principal of or premium, if any, or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 502 or change any place of payment where or the coin or currency in which any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

    (2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

    (3) modify or affect in any manner the terms and conditions of the obligations of the obligations of any Guarantor in respect of the due and punctual payment of the principal of, or premium, if any, or interest on any Security, or

    (4) modify any of the provisions of this Section, Section 513 or Section 1006, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause (4) shall not be deemed to require the consent of any Holder with respect to changes in the references to "the Trustee" and concomitant changes in this Section and Section 1006, or the deletion of this proviso, in accordance with the requirements of Sections 611 and 901(8).

A supplemental indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities (including any Guarantees endorsed thereon), or which modifies the rights of the Holders of

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Securities of such series or any Guarantees endorsed thereon with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

    It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof.

    Section 903.  Execution of Supplemental Indentures.

    In executing, or accepting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Section 315(a) through 315(d) of the Trust Indenture Act) shall be fully protected in relying upon, an Opinion of Counsel and an Officers' Certificate, each stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture which affects the Trustee's own rights, duties or immunities under this Indenture or otherwise.

    Section 904.  Effect of Supplemental Indentures.

    Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

    Section 905.  Conformity with Trust Indenture Act.

    Every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect.

    Section 906.  Reference in Securities to Supplemental Indentures.

    Securities of any series authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Corporation and the Guarantors, if any, shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee, the Corporation and any such Guarantor, to any such supplemental indenture may be prepared and executed by the Corporation (with any Guarantees executed by such Guarantor endorsed thereon) and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE X.

COVENANTS

    Section 1001.  Payment of Principal, Premium and Interest.

    The Corporation covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

    Section 1002.  Maintenance of Office or Agency.

    The Corporation and the Guarantors, if any, will maintain in each Place of Payment for any series of Securities an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Corporation or any Guarantor in respect of the Securities of that series and this Indenture may be served. The Corporation and any such Guarantor

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will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Corporation or any such Guarantor shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Corporation and any such Guarantor hereby appoint the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

    The Corporation or any Guarantor may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Corporation or any Guarantor of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Corporation and the Guarantors, if any, will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

    Unless otherwise provided in or pursuant to Section 301 of this Indenture, the Corporation and the Guarantors, if any, hereby designate as a Place of Payment for each series of Securities the Borough of Manhattan, The City of New York, and initially appoint the office of The Bank of New York in the Borough of Manhattan, The City of New York, as its office or agency in that Place of Payment for such purpose.

    Section 1003.  Money for Securities Payments to Be Held in Trust.

    If the Corporation shall at any time act as its own Paying Agent with respect to any series of Securities, it will, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

    Whenever the Corporation shall have one or more Paying Agents for any series of Securities, it will, prior to 10:00 a.m. (local time at Place of Payment) on each due date of the principal of or any premium or interest on any Securities of that series, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held as provided by the Trust Indenture Act, and (unless such Paying Agent is the Trustee) the Corporation will promptly notify the Trustee of its action or failure so to act.

    The Corporation will cause each Paying Agent for any series of Securities other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will (1) comply with the provisions of the Trust Indenture Act applicable to it as a Paying Agent and (2) during the continuance of any default by the Corporation (or any other obligor upon the Securities of that series) in the making of any payment in respect of the Securities of that series, upon the written request of the Trustee, forthwith pay to the Trustee all sums held in trust by such Paying Agent for payment in respect of the Securities of that series.

    The Corporation may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust hereunder by the Corporation or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Corporation or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such money.

    Subject to any applicable escheatment laws, any money deposited with the Trustee or any Paying Agent, or then held by the Corporation, in trust for the payment of the principal of or any premium or interest on any Security of any series and remaining unclaimed for two years after such principal,

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premium or interest has become due and payable shall be paid to the Corporation on Company Request, or (if then held by the Corporation) shall be discharged from such trust; and the Holder of such Security shall thereafter, as an unsecured general creditor, look only to the Corporation and the Guarantors, if any, jointly and severally, for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Corporation as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Corporation cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Corporation.

    Section 1004.  Corporate Existence.

    Subject to Article VIII, each of the Corporation and each Guarantor, if any, will do or cause to be done all things necessary to preserve and keep in full force and effect their corporate existence, rights (charter and statutory) and franchises; provided, however, that neither the Corporation nor any Guarantor shall be required to preserve any such right or franchise if it shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Corporation or such Guarantor.

    Section 1005.  Statement by Officers as to Default.

    Each of the Corporation and the Guarantors, if any, will deliver to the Trustee, within 120 days after the end of each fiscal year of the Corporation or on or before such other day in each calendar year as the Corporation, the Guarantors, if any, and the Trustee may from time to time agree upon, an Officers' Certificate, stating whether or not to the best knowledge of the signers thereof the Corporation or any Guarantor, as the case may be, is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Corporation or any Guarantor shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge.

    The Corporation will, so long as any of the Securities are outstanding, deliver to the Trustee forthwith upon becoming aware of (1) an Event of Default or an event that is, or with the passage of time or the giving of notice or both would be, an Event of Default in the performance of a covenant or agreement or condition contained in this Indenture or (2) any Event of Default or event that is, or with the passage of time or the giving of notice or both would be, an Event of Default of the type provided for herein specifying such default or Event of Default, notice of such default or Event of Default.

    Section 1006.  Waiver of Certain Covenants.

    Except as otherwise specified as contemplated by Section 301 for Securities of such series, the Corporation may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 301(19) or 901(2) for the benefit of the Holders of such series if before the time for such compliance the Holders of not less than a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Corporation and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

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ARTICLE XI.

REDEMPTION OF SECURITIES

    Section 1101.  Applicability of Article.

    Securities of any series which are redeemable before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 301 for such Securities) in accordance with this Article.

    Section 1102.  Election to Redeem; Notice to Trustee.

    The election of the Corporation to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 301 for such Securities. In case of any redemption at the election of the Corporation, the Corporation shall, at least 45 days prior to the Redemption Date fixed by the Corporation (unless a shorter notice shall be satisfactory to the Trustee in its sole and absolute discretion), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities (A) prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, or (B) pursuant to an election of the Corporation which is subject to a condition specified in the terms of such Securities or elsewhere in this Indenture, the Corporation and the Guarantor shall each furnish the Trustee with an Officers' Certificate evidencing compliance with any such restriction or condition applicable to it.

    Section 1103.  Selection by Trustee of Securities to be Redeemed.

    If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, (1) if the particular series of Securities to be redeemed are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange or which such Securities are listed, or (2) if the particular series of securities to be redeemed are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the Trustee deems fair and appropriate; provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 60 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

    The Trustee shall promptly notify the Corporation in writing of the Securities selected for redemption as aforesaid and, in the case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

    The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

    For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed

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only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

    Section 1104.  Notice of Redemption.

    Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder of Securities to be redeemed, at his address appearing in the Security Register, except that redemption notices may be mailed more than 60 days prior to a Redemption Date if the notice is issued in connection with a Defeasance of such Securities or a satisfaction and discharge of this Indenture.

    All notices of redemption shall state:

    (1) the Redemption Date;

    (2) the Redemption Price;

    (3) if less than all the Outstanding Securities of any series and of a specified tenor consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series and of a specified tenor consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed;

    (4) that on the Redemption Date the Redemption Price, together with accrued interest, if any, to the Redemption Date, will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date;

    (5) the place or places where each such Security is to be surrendered for payment of the Redemption Price and accrued interest, if any, unless it shall have been specified as contemplated by Section 301 with respect to such Securities that such surrender shall not be required;

    (6) that the redemption is for a sinking fund, if such is the case;

    (7) the CUSIP number of such Securities, if any, or any other numbers used by the Depositary to identify such securities; and

    (8) such other matters as the Corporation shall deem desirable or appropriate.

    Notice of redemption of Securities to be redeemed at the election of the Corporation shall be given by the Corporation or, at the Corporation's request, by the Trustee in the name and at the expense of the Corporation. Any such notice of redemption shall be irrevocable.

    Prior to 10:00 a.m. (local time at the Place of Payment) on any Redemption Date, the Corporation shall deposit, with respect to the Securities of any series called for redemption pursuant to this Section 1104, with the Trustee or with a Paying Agent an amount of money in the applicable currency sufficient to pay the Redemption Price of, and any accrued interest on, all such Securities or portion thereof which are to be redeemed on that date.

    Section 1105.  Securities Payable on Redemption Date.

    Notice of redemption having been given as aforesaid, the Securities or portions thereof so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Corporation shall default in the payment of the Redemption Price and accrued interest, if any) such Securities or portions thereof, if interest-bearing, shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security or portion thereof shall be paid by the Corporation at the Redemption Price, together with accrued interest, if any, to the Redemption Date; provided, however, that no such

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surrender shall be a condition to such payment if so specified as contemplated by Section 301 with respect to such Security, and provided further that, unless otherwise specified as contemplated by Section 301, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Regular Record Dates according to their terms and the provisions of Section 307.

    If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefor in the Security or, if no rate is prescribed therefor in the Security, at the rate of interest, if any, borne by such Security.

    Section 1106.  Securities Redeemed in Part.

    Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefor (with, if the Corporation, any Guarantor or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Corporation, any such Guarantor and the Trustee duly executed by, the Holder thereof or his attorney duly authorized in writing), and the Corporation shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security without service charge, a new Security or Securities of the same series and of like tenor (and with a Guarantee executed by any such Guarantor, if any, endorsed thereon), of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered with the Guarantee, if any, of any such Guarantor endorsed thereon.

ARTICLE XII.

SINKING FUNDS

    Section 1201.  Applicability of Article.

    The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 301 for such Securities.

    The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a "mandatory sinking fund payment," and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an "optional sinking fund payment." If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 1202. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.

    Section 1202.  Satisfaction of Sinking Fund Payments with Securities.

    The Corporation (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Corporation pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

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    Section 1203.  Redemption of Securities for Sinking Fund.

    Not less than 45 days prior to each sinking fund payment date for any Securities, the Corporation will deliver to the Trustee an Officers' Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 1202 and stating the basis for such credit and that such Securities have not been previously so credited and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 1103 and cause notice of the redemption thereof to be given in the name of and at the expense of the Corporation in the manner provided in Section 1104. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 1105 and 1106.

ARTICLE XIII.

DEFEASANCE AND COVENANT DEFEASANCE

    Section 1301.  Applicability of Article.

    Unless, pursuant to Section 301, provision is made that either or both of (A) defeasance of any Securities or any series of Securities under Section 1302 and (B) covenant defeasance of any Securities or any series of Securities under Section 1303 shall not apply to such Securities of a series, then the provisions of either or both of Sections 1302 and Section 1303, as the case may be, together with Sections 1304 and 1305, shall be applicable to the Outstanding Securities of such series upon compliance with the conditions set forth below in this Article. Unless otherwise specified pursuant to Section 301, defeasance under Section 1302 and covenant defeasance under Section 1303 may be effected only with respect to all, and not less than all, the Securities of any series. To the extent that the Corporation is permitted, pursuant to Section 301, to defer interest payments, change the time for interest payments, or change the Stated Maturity of the Securities of any series or any installment of principal thereof, any such right shall terminate upon defeasance or covenant defeasance of the Securities of that series as described below or upon satisfaction and discharge with respect to the Securities of that series pursuant to Section 401.

    Section 1302.  Defeasance and Discharge.

    On and after the date the conditions set forth in Section 1304 are satisfied, the Corporation and the Guarantors, if any, may cause themselves to be discharged from their obligations with respect to any Securities or any series of Securities and any Guarantees endorsed thereon (hereinafter called "Defeasance"). For this purpose, such Defeasance means that the Corporation and any such Guarantor shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all their other obligations under such Securities and any such Guarantees endorsed thereon and this Indenture insofar as such Securities and any such Guarantees endorsed thereon are concerned (and the Trustee, at the expense of the Corporation and any such Guarantor, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder: (1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 1304 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due, (2) the Corporation's, any Guarantor's and Trustee's obligations with respect to such Securities and any Guarantees endorsed thereon under Sections 304, 305, 306, 1002, 1003 and 1306 and with respect to the Trustee under Section 607, (3) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Corporation's and any Guarantor's obligations in connection therewith, and (4) this Article. Subject to compliance with this Article, Defeasance with respect to any Securities

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or any series of Securities and any Guarantees endorsed thereon by the Corporation and any Guarantor is permitted under this Section 1302 notwithstanding the prior exercise by the Corporation of its rights under Section 1303 with respect to such Securities. Following a Defeasance, payment of such Securities may not be accelerated because of an Event of Default.

    Section 1303.  Covenant Defeasance.

    On and after the date the conditions set forth in Section 1304 are satisfied, the Corporation and the Guarantors, if any, may cause themselves to be released from their obligations under covenants provided pursuant to Section 301(19) or 901(2) with respect to any Securities and any Guarantees endorsed thereon or any series of Securities for the benefit of the Holders of such Securities and the occurrence of any event specified in Sections 501(4) (with respect to any such covenants provided pursuant to Section 301(19), 901(2) or 501(9)) shall be deemed not to be or result in an Event of Default with respect to such Securities as provided in this Section (hereinafter called "Covenant Defeasance"). For this purpose, such Covenant Defeasance means that, with respect to such Securities and any Guarantees endorsed thereon, the Corporation and any such Guarantor may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any covenants added for the benefit of the Securities of such series pursuant to any such specified Section (to the extent so specified in the case of Section 501(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby. Following a Covenant Defeasance, payment of the Securities may not be accelerated by reference to the covenant described in the description of Covenant Defeasance above.

    Section 1304.  Conditions to Defeasance or Covenant Defeasance.

    The following shall be the conditions to the application of Section 1302 or Section 1303 to any Securities or any series of Securities, as the case may be, and any Guarantees endorsed thereon:

    (1) The Corporation or any Guarantor shall irrevocably have deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefit of the Holders of such Securities, (A) money in U.S. dollars in an amount, or (B) Government Securities which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment due in respect of such Securities, money in an amount, or (C) a combination thereof, in each case sufficient, without consideration of any reinvestments of such principal and interest, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities or on any Redemption Date established pursuant to Clause (3) below, in accordance with the terms of this Indenture and such Securities, and any mandatory sinking fund payments or analogous payments applicable to such Securities when such payments are due and payable in accordance with the terms of this Indenture and of such Securities. As used herein, "Government Security" means direct obligations of, or obligations guaranteed by, the United States of America, and the payment for which the United States pledges its full faith and credit, and which are not callable or redeemable at the option of the issuer thereof.

    (2) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any Guarantee endorsed thereon shall have occurred and be continuing at the time of such deposit (other than such an event resulting form the borrowing of funds to be applied to such deposit) or, with regard to any such event specified in

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Sections 501(7) and (8), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

    (3) If the monies or Government Securities or combination thereof deposited pursuant to Clause (1) above are sufficient to pay the principal of and premium, if any, and interest, if any, on such Securities provided such Securities are to be redeemed prior to Stated Maturity (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to this Indenture or irrevocable instructions to redeem such Securities on such Redemption Date and to provide notice of such redemption to Holders satisfactory to the Trustee shall have been made.

    (4) In the case of Defeasance pursuant to Section 1302, the Corporation shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee stating that (x) the Corporation has received from, or there has been published by, the Internal Revenue Service a ruling, or (y) since the date of this Indenture there has been a change in applicable federal income tax law, in either case to the effect that, and based thereon such opinion of independent counsel shall confirm that, the Holders of such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Defeasance had not occurred; or, in the case of Covenant Defeasance pursuant to Section 1303, the Corporation shall have delivered to the Trustee an opinion of independent counsel reasonably acceptable to the Trustee to the effect that the Holders of such Outstanding Securities will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred.

    (5) The Corporation and the Guarantors, if any, shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Corporation or any such Guarantor with the intent of preferring the Holders of such Securities over the Corporation's or any Guarantor's other creditors with the intent of defeating, hindering, delaying or defrauding the creditors of the Corporation, any Guarantor or of others.

    (6) The Corporation and the Guarantors, if any, shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

    (7) Such Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Corporation or any of its Subsidiaries is a party or by which the Corporation or any of its Subsidiaries is bound.

    Section 1305.  Deposited Money and Government Securities to be Held in Trust; Miscellaneous Provisions

    Subject to the provisions of the last paragraph of Section 1003, all money and Government Securities (including the proceeds thereof) deposited with the Trustee pursuant to Section 1304 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (other than the Corporation acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

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    The Corporation or any Guarantor shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

    Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Corporation from time to time upon Company Request any money or Government Securities held by it as provided in Section 1304 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

    Section 1306.  Reinstatement.

    If the Trustee or any Paying Agent is unable to apply any moneys or Government Securities deposited pursuant to Section 401 or 1304 to pay any principal of or premium, if any, or interest, if any, on the Securities of any series by reason of any legal proceeding or any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Corporation's and any Guarantor's obligations under this Indenture and the Securities of such series and any Guarantees endorsed thereon shall be revived and reinstated as though no such deposit had occurred, until such time as the Trustee or Paying Agent is permitted to apply all such moneys and Government Securities to pay the principal of and premium, if any, and interest, if any, on the Securities of such series as contemplated by Section 402 or 1305, as the case may be, provided, however, that if either the Corporation or any Guarantor makes any payment of the principal of or premium, if any, or interest, if any, on the Securities of such series following the reinstatement of its obligations as aforesaid, the Corporation, or such Guarantor, as the case may be, shall be subrogated to the rights of the Holders of such Securities to receive such payment from the funds held by the Trustee or Paying Agent, but shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities of that series shall have been paid in full.

ARTICLE XIV.

GUARANTEE

    Section 1401.  Applicability of Article; Guarantee.

    If, pursuant to Section 301, provision is made for the Guarantee of the Securities of any series by any Guarantor, then the provisions of this Article XIV (with such modifications thereto as may be specified pursuant to Section 301 with respect to any Securities), shall be applicable to such Securities and Guarantees, and the Corporation may at its option by Board Resolution delivered to the Trustee, at any time, with respect to such Securities and Guarantees, elect to have this Article XIV be applied to such Securities and Guarantees. The Guarantor hereby unconditionally guarantees to each Holder of a Security to which the Guarantor's Guarantee applies that has been authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of, and premium, if any, and interest, if any, on such Security and of any sinking fund payments thereon, in each case when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, in accordance with the terms of such Security and of this Indenture. In case of the failure of the Corporation punctually to make any such payment of principal, premium, if any, or interest if any, or any such sinking fund payment, whether at the Stated Maturity, by declaration of acceleration, call for redemption or otherwise, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise, and as if such payment were made by the Corporation. The

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Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of, and shall be unaffected by, any invalidity, irregularity or unenforceability of such Security or this Indenture, or any failure to enforce any provisions of such Security or this Indenture, or any waiver, modification or indulgence granted to the Corporation with respect thereto, by the Holder of such Security or the Trustee or any other circumstance which may otherwise constitute a legal or equitable discharge or defense of a surety or guarantor; provided, however, that notwithstanding the foregoing, no such waiver, modification or indulgence shall, without the consent of the Guarantor, increase the principal amount of such Security, or increase the interest rate thereon, or change any redemption provisions thereof (including any change to increase any premium payable upon redemption thereof), or change the Stated Maturity thereof, or change the amount and principal of such security that would be due and payable upon a declaration of acceleration pursuant to Article V of this Indenture.

    The Guarantor hereby waives the benefits of diligence, presentment, demand for payment or performance, any requirement that the Trustee or any of the Holders exhaust any right or take any action against the Corporation or any other Person, filing of claims with a court in the event of insolvency or bankruptcy of the Corporation, any right to require a proceeding first against the Corporation, protest or notice with respect to any Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that this Guarantee will not be discharged in respect of any Security except by complete performance of the obligations contained in this Indenture, such Security and in this Guarantee. This Guarantee shall constitute a guaranty of payment and not of collection. The Guarantor hereby agrees that, in the event of a default in payment of principal, or premium, if any, or interest, if any, on any Security, whether at its Stated Maturity, by declaration of acceleration, call for redemption, or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce this Guarantee without first proceeding against the Corporation.

    The obligations of the Guarantor hereunder with respect to any Security shall be continuing and irrevocable until the date upon which the entire principal of, premium, if any, and interest on such Security has been, or has been deemed pursuant to the provisions of Article IV of this Indenture to have been, paid in full or otherwise discharged, but subject to reinstatement of such obligations on the terms and conditions set forth in Section 1306.

    The Guarantor shall be subrogated to all rights of the Holders of the Securities upon which its Guarantee is endorsed against the Corporation in respect of any amounts paid by the Guarantor on account of such Securities pursuant to the provisions of its Guarantee or this Indenture; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of, and premium, if any, and interest, if any, on all Securities issued hereunder shall have been paid in full.

    This Guarantee shall remain in full force and effect and continue notwithstanding any petition filed by or against the Corporation for liquidation or reorganization, the Corporation becoming insolvent or making an assignment for the benefit of creditors or a receiver or trustee being appointed for all or any significant part of the Corporation's assets, and shall, to the fullest extent permitted by law, continue to be effective or reinstated, as the case may be, if at any time payment of any Security, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Holder of such Security, whether as a "voidable preference," "fraudulent transfer," or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned on a Security, such Security shall, to the fullest extent permitted by law, be reinstated and deemed paid only by such amount paid and not so rescinded, reduced, restored or returned.

    Notwithstanding anything to the contrary in this Indenture, any Guarantor and each Holder by accepting the benefits of any Guarantee, confirm that it is its intention that such Guarantee by such

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Guarantor pursuant to this Indenture together with each other guarantee by each such Guarantor of Participating Indebtedness (as defined below) shall not constitute a fraudulent transfer or conveyance for purposes of any applicable provisions of Title 11 of the United States Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act, or any similar federal or state law. To effectuate the foregoing intention, the obligations of each such Guarantor under this Indenture and each other guarantee of Participating Indebtedness shall be limited, collectively, to such maximum amount as will, after giving effect to such maximum amount and all other liabilities of each such Guarantor, contingent or otherwise, that are relevant under such laws, and after giving effect to any rights to subrogation, reimbursement, indemnification or contribution of each such Guarantor pursuant to applicable law or pursuant to any agreement, result in the obligations of each such Guarantor in respect of such maximum amount not constituting a fraudulent transfer or conveyance. Each Holder by accepting the benefits of this Indenture and any such Guarantee confirms its intention that, in the event of a bankruptcy, reorganization or other similar proceeding of any Guarantor in which concurrent claims are made upon such Guarantor hereunder and under any other guarantee of Participating Indebtedness, to the extent such claims will not be fully satisfied, each such claimant with a valid claim against such Guarantor shall be entitled to a ratable share of all payments by such Guarantor in respect of such concurrent claims. For purposes of this Section 1401, "Participating Indebtedness" means any Indebtedness (as defined below) of the Corporation that is guaranteed by such Guarantor pursuant to a guarantee (i) the incurrence of which is not prohibited by the terms of this Indenture or any agreement governing any other Participating Indebtedness then outstanding (or, if so prohibited by this Indenture or any such agreement, is permitted as a result of a consent or waiver thereunder) and (ii) that contains a limitation of liability and confirmation of intention regarding ratability of payments on substantially the terms set forth in this Section 1401. "Indebtedness" means any indebtedness, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit and, to the extent not otherwise included, the guarantee by the Corporation of any indebtedness of any other Person. Anything contained herein to the contrary notwithstanding, the liability of the Corporation in respect of the Securities of any series guaranteed by any Guarantor shall not be limited by the terms of this Section 1401.

    Section 1402.  Execution and Delivery of Guarantees.

    The Guarantee to be endorsed on the Securities of each series shall include or incorporate by reference the terms of the Guarantee set forth in Section 1401 and any other terms that may be set forth as established pursuant to Section 301. The Guarantor hereby agrees to execute its Guarantee, in a form set forth in Section 204 or established pursuant to Section 201, to be endorsed on each Security authenticated and delivered by the Trustee.

    The Guarantee shall be executed on behalf of the Guarantor by its Chairman of the Board, its Vice Chairman of the Board, its President or its Vice President, attested by its Secretary or one of its Assistant Secretaries or by its Treasurer or one of its Assistance Treasurers. The signature of any such officer on the Guarantee may be manual or facsimile.

    A Guarantee bearing the manual or facsimile signature of an individual who was at any time a proper officer of the Guarantor shall bind the Guarantor, notwithstanding that any such individual has ceased to hold such office prior to the authentication and delivery of such Guarantee or did not hold such office at the date of such Guarantee.

    The delivery of any Security to which a Guarantee applies by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Guarantee endorsed thereon on behalf of the Guarantor. The Guarantor hereby agrees that its Guarantee set forth in Section 1401 shall remain in full force and effect notwithstanding any failure to endorse a Guarantee on any Security to which the Guarantee applies. The Guarantor by its execution of this Indenture or any applicable supplemental indenture hereby authorizes the Corporation, in the name and on behalf of the Guarantor, to confirm

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the applicable Guarantee to the Holder of each Security authenticated and delivered hereunder by the Corporation's execution and delivery of each such Security, with such Guarantee endorsed thereon, authenticated and delivered by the Trustee.

ARTICLE XV.

IMMUNITY OF INCORPORATORS,
STOCKHOLDERS, OFFICERS AND DIRECTORS

    Section 1501.  Indenture and Securities Solely Corporate Obligations.

    No recourse for the payment of the principal of or any premium or interest on any Security or any Guarantees of any part thereof, for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Corporation or any Guarantor in this Indenture or in any supplemental indenture, or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Corporation or any Guarantor or of any successor corporation to either of them, either directly or through the Corporation or any such Guarantor or any successor corporation to either of them, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities and any Guarantees endorsed thereon.

*    *    *    *

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    This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

    In Witness Whereof, the parties hereto have caused this Indenture to be duly executed and attested, each as of the day and year first above written.

	UNIVISION COMMUNICATIONS INC.
	By:	/s/ C. DOUGLAS KRANWINKLE Name: C. Douglas Kranwinkle Title: Executive Vice President and General Counsel
Attest:
/s/ ROBERT V. CAHILL Name: Robert V. Cahill Title: Vice Chairman and Secretary
	THE BANK OF NEW YORK, as Trustee
	By:	/s/ STACEY B. POINDEXTER Name: Stacey B. Poindexter Title: Assistant Treasurer
Attest:
[ILLEGIBLE]

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TABLE OF CONTENTS
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
ARTICLE II. SECURITY FORMS
ARTICLE III. THE SECURITIES
ARTICLE IV. SATISFACTION AND DISCHARGE
ARTICLE V. REMEDIES
ARTICLE VI. THE TRUSTEE
ARTICLE VII. HOLDERS' LISTS AND REPORTS BY TRUSTEE AND CORPORATION
ARTICLE VIII. CONSOLIDATION, MERGER, CONVEYANCE OR TRANSFER
ARTICLE IX. SUPPLEMENTAL INDENTURES
ARTICLE X. COVENANTS
ARTICLE XI. REDEMPTION OF SECURITIES
ARTICLE XII. SINKING FUNDS
ARTICLE XIII. DEFEASANCE AND COVENANT DEFEASANCE
ARTICLE XIV. GUARANTEE
ARTICLE XV. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

EX-4.(D)

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FORM OF
SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY ADDITIONAL GUARANTORS

    SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of            , among [            ] (together, the "Guaranteeing Subsidiaries"), Univision Communications Inc., a Delaware corporation (the "Corporation"), and The Bank of New York, as trustee under the indenture referred to below (the "Trustee").

WITNESSETH

    WHEREAS, the Corporation has heretofore executed and delivered to the Trustee an indenture, dated as of July 18, 2001, as supplemented by that certain Officers' Certificate, dated as of July 18, 2001 (together, the "Indenture"), providing for the issuance of an aggregate principal amount of up to $500,000,000 of 7.85% Senior Notes due 2011 of the Corporation (the "Notes");

    WHEREAS, the Indenture provides that the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Corporation's Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Note Guarantee"); and

    WHEREAS, pursuant to Section 901 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

    NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

    1.CAPITALIZED TERMS.  Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

    2.AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiaries hereby agree that, with respect to the Notes only, the provisions of the Indenture, including but not limited to Article XIV, shall apply to the Guaranteeing Subsidiaries.

    3.RELEASES.  

    (a) In the event that any Guaranteeing Subsidiary is no longer a guarantor of any of the Corporation's Credit Facilities, such as Guaranteeing Subsidiary, on a date selected by the Corporation or such Guaranteeing Subsidiary, shall be unconditionally released from all of its obligations under its Note Guarantee.

    (b) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture.

    4.NEW YORK LAW TO GOVERN.  THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

    5.COUNTERPARTS.  The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

    6.EFFECT OF HEADINGS.  The Section headings herein are for convenience only and shall not affect the construction hereof.

    7.THE TRUSTEE.  The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Corporation.

[Signature Pages Follow]

    IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated:	[Guarantor]
	By:	Name: Title:
	[Guarantor]
	By:	Name: Title:
	UNIVISION COMMUNICATIONS INC.
	By:	Name: Title:
	THE BANK OF NEW YORK, as TRUSTEE
	By:	Authorized Signatory

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FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY ADDITIONAL GUARANTORS
WITNESSETH

EX-5

October 11, 2001

Univision Communications Inc.
Co-Registrants Listed in
the Registration Statement
(as defined below)
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067

Re: Registration Statement on Form S-4

Ladies and Gentlemen:

    We have acted as special counsel to Univision Communications Inc., a Delaware corporation (the "Company") and each of the parties listed in the Registration Statement (as defined below) as a Co-Registrant, in connection with the preparation and filing by the Company and the Co-Registrants with the Securities and Exchange Commission (the "Commission") of a Registration Statement on Form S-4 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the registration by the Company of $500,000,000 aggregate principal amount of its 7.85% Senior Notes due 2011 (the "new Notes"), unconditionally guaranteed (the new "Guarantees") as to payment of principal and interest by the Co-Registrants. The Registration Statement also relates to the offer by the Company to exchange the new Notes and new Guarantees for all of its outstanding $500,000,000 aggregate principal amount of 7.85% Senior Notes due 2011 (the "old Notes") and the related guarantees (the "old Guarantees"), previously issued pursuant to the Purchase Agreement, dated July 13, 2001 (the "Purchase Agreement"), and filed as an exhibit to the Registration Statement. The new Notes and the new Guarantees will be issued pursuant to the terms of the Exchange and Registration Rights Agreement, dated July 18, 2001, by and among the Company, the Co-Registrants and the initial purchasers party thereto (the "Registration Rights Agreement") and filed as an exhibit to the Registration Statement, and pursuant to an Indenture, dated July 18, 2001, as supplemented, by and among the Company, the Co-Registrants and The Bank of New York, as trustee (the "Indenture").

    In our capacity as such counsel, we have examined originals or copies of those corporate and other records and documents we considered appropriate. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with originals of all documents submitted to us as copies.

    On the basis of such examination, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that:

    1.  The new Notes, when duly executed and authenticated in the manner contemplated in the Indenture and issued and delivered in exchange for the old Notes as contemplated in the prospectus constituting a part of the Registration Statement (the "Prospectus") will be legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law.

    2.  The new Guarantees, when duly executed and authenticated in the manner contemplated in the Indenture and issued and delivered in exchange for the old Guarantees as contemplated in the Prospectus will be legally valid and binding obligations of each of the Co-Registrants, enforceable against each of the Co-Registrants in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing

and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. However, we express no opinion with respect to the effect of the enforceability of the new Guarantees against the Co-Registrants of Sections 544 and 548 of the U.S. Bankruptcy Code, Section 3439 et. seq. of the California Civil Code or Section 270 et. seq. of the New York Debtor and Creditor law relating to fraudulent transfers and obligations.

    The law covered by this opinion is limited to the present federal law of the United States, the present law of the State of New York and the present corporate law of the State of Delaware. We express no opinion as to the laws of any other jurisdiction and no opinion regarding the statutes, administrative decisions, rules, regulations or requirements of any county, municipality, subdivision or local authority of any jurisdiction.

    We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to this Firm in the Prospectus under the caption "Legal Matters."

    This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matters. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in law.

Respectfully submitted,

/s/ O'MELVENY & MYERS

2

EX-8

October 11, 2001

Univision Communications Inc.
Co-Registrants Listed in
the Registration Statement
(as defined below)
1999 Avenue of the Stars, Suite 3050
Los Angeles, California 90067

Re: Certain United States Federal Income Tax Matters

Dear Ladies and Gentlemen:

    We have acted as special tax counsel to Univision Communications Inc., a Delaware corporation (the "Company"), and each of the parties listed in the Registration Statement (as defined below) as a Co-Registrant, in connection with the preparation by the Company and the Co-Registrants of a Registration Statement on Form S-4 filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), on October 11, 2001 (together with all exhibits thereto, the "Registration Statement"), relating to the offer by the Company to exchange up to $500,000,000 aggregate principal amount of its new 7.85% Senior Notes due 2011 and the related guarantees by the Co-Registrants (collectively, the "Securities"), which will be registered under the Securities Act, for a like principal amount of its outstanding 7.85% Senior Notes due 2011 and the related guarantees, which have not been so registered (the "Exchange Offer"). You have requested our opinion regarding certain United States federal income tax matters in connection with the Exchange Offer. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Registration Statement.

    In formulating our opinion herein we have reviewed the Registration Statement and such certificates, records, and other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In conducting such review for purposes of rendering our opinion we have not conducted an independent investigation of any of the facts set forth in the Registration Statement, certificates, or any other documents, records, or certificates, and have, consequently, relied upon the Company's representations that the information presented in such documents, records, or certificates or otherwise furnished to us accurately represent and completely describe all material facts relevant to our opinion herein, and upon the authenticity of documents submitted to us as originals or certified copies, the accuracy of copies, the genuineness of all signatures and the legal capacity of all natural persons. No facts have come to our attention, however, that would cause us to question the accuracy and completeness of such facts or documents in a material way.

    Additionally, in rendering our opinion herein we have assumed that the Exchange Offer or any other transactions described in or contemplated by any of the aforementioned documents have been or will be consummated consistent with the descriptions of such transactions as set forth in the Registration Statement and in accordance with the operative documents relating to such transactions.

    The opinion set forth in this letter is based on relevant provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury Regulations thereunder (including proposed and temporary Treasury Regulations), and interpretations of the foregoing as expressed in court decisions, administrative determinations, and the legislative history as of the date hereof. These provisions and interpretations are subject to change, which may or may not be retroactive in effect, that might result in modifications of our opinion. Our opinion is not binding on the Internal Revenue Service or on the courts, and, therefore, provides no guarantee or certainty as to results. In addition, our opinion is based on certain factual representations and assumptions described herein. Any change occurring after the date hereof in, or a variation from, any of the foregoing bases for our opinion could affect the conclusion expressed below.

    On the basis of the foregoing, our reliance upon the assumptions in this opinion and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that the statements made in the Registration Statement under the caption "Certain U.S. Federal Tax Considerations" insofar as such statements purport to summarize certain federal income tax laws of the United States or legal conclusions with respect thereto, constitute a fair summary of the principal United States federal tax consequences of the Exchange Offer and the ownership and disposition of the Securities.

    We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. We also consent to the references to O'Melveny & Myers LLP under the caption "Legal Matters" in the Registration Statement.

    This opinion is expressly limited to the matters set forth above and we render no opinion, whether by implication or otherwise, as to any other matter relating to the Company or to any investment therein, or under any other law. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that arise after the date of this opinion and come to our attention, or any future changes in law.

Respectfully submitted,

/s/ O'MELVENY & MYERS

2

EX-12

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Exhibit 12

CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Fiscal Year Ended December 31,										Six Months Ended June 30,
	1996		1997		1998		1999		2000		2000		2001
Income before taxes, extraordinary losses, equity losses, special bonus award and non-recurring items	22,456		62,635		93,647		175,578		229,832		105,398		96,919
Fixed Charges	46,258		44,550		40,945		32,884		36,902		15,789		22,584
Total Earnings	68,714		107,185		134,592		208,462		266,734		121,187		119,503
Fixed Charges:
Interest expense	41,691		40,147		35,830		27,459		30,097		13,113		19,185
Estimated rent expense interest (1/3)	1,633		2,773		3,438		3,984		5,444		1,992		2,722
Amortization of deferred financing costs	2,934		1,630		1,677		1,441		1,361		684		677
Total Fixed Charges	46,258		44,550		40,945		32,884		36,902		15,789		22,584
Ratio of Earnings to Fixed Charges	1.5	x	2.4	x	3.3	x	6.3	x	7.2	x	7.7	x	5.3	x

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CALCULATION OF RATIO OF EARNINGS TO FIXED CHARGES

EX-21

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Exhibit 21

SUBSIDIARIES OF UNIVISION COMMUNICATIONS, INC.

Name	Jurisdiction of Incorporation or Organization
Ask Jeeves en Espanol LLC	Delaware
Ask Jeeves en Espanol, Inc.	Delaware
Atlanta Station LLC	Delaware
Disa LLC	Delaware
Galavision, Inc.	Delaware
Golden Boy Online, LLC	California
Hollywood, Florida Station LLC	Delaware
Houston Station LLC	Delaware
HPN Numbers, Inc.	Delaware
Illinois Station LLC	Delaware
Massachusetts Station LLC	Delaware
New Jersey Station LLC	Delaware
Notivision S.A. de C.V.	Mexico
Ohio Station LLC	Delaware
PTI Holdings, Inc.	Delaware
Southern California Station LLC	Delaware
Station Works LLC	Delaware
Sunshine Acquisition Corp.	California
Sunshine Acquisition Limited Partnership	California
Tampa Station LLC	Delaware
Telefutura	Delaware
TF Corp.	Delaware
Univision AT Acquisition Corp.	Delaware
Univision Dallas LLC	Delaware (doing business in Texas as UVN Dallas LLC)
Univision Music LLC	Delaware
Univision Music, Inc	Delaware
Univision Network Limited Partnership	Delaware
Univision of Atlanta Inc.	Delaware
Univision of Dallas Inc.	Delaware
Univision of Florida Inc.	Delaware
Univision of Hollywood, Florida Inc.	Delaware
Univision of Houston Inc.	Delaware
Univision of Illinois Inc.	Delaware
Univision of Massachusetts Inc.	Delaware
Univision of Melbourne Inc.	Delaware
Univision of Miami Inc.	Florida
Univision of Miami Productions Inc.	Florida
Univision of New Jersey Inc.	Delaware
Univision of Ohio Inc.	Delaware
Univision of Puerto Rico, Inc.	Delaware

Univision of Southern California Inc.	Delaware (doing business in California as KHSC-TV Channel 46)
Univision of Tampa Inc.	Delaware
Univision of Vineland Inc.	Delaware
Univision of Virginia Inc.	Delaware
Univision Online, Inc.	Delaware
Univision Partnership of Atlanta	Delaware
Univision Partnership of Dallas	Delaware
Univision Partnership of Hollywood, Florida	Delaware
Univision Partnership of Houston	Delaware
Univision Partnership of Illinois	Delaware
Univision Partnership of Massachusetts	Delaware
Univision Partnership of New Jersey	Delaware
Univision Partnership of Ohio	Delaware
Univision Partnership of Southern California	Delaware
Univision Partnership of Tampa	Delaware
Univision Partnership of Vineland	Delaware
Univision Spanish Media Inc.	Delaware
Univision Sports, LLC	Delaware
Univision Television Group, Inc	Delaware
Univision-EV Holdings, LLC	Delaware
UNLP Mexico, S.A. de C.V.	Mexico
Vineland Station LLC	Delaware
Vision Latina S.A. de C.V.	Mexico
KWEX License Partnership, G.P.	California
KUVN License Partnership, G.P.	California
KMEX License Partnership, G.P.	California
KDTV License Partnership, G.P.	California
KFTV License Partnership, G.P.	California
KTVW License Partnership, G.P.	California
KXLN License Partnership, G.P.	California
WGBO License Partnership, G.P.	California
WXTV License Partnership, G.P.	California
WLTV License Partnership, G.P.	California
KUVS License Partnership, G.P.	California
KUVI License Partnership, G.P.	California

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SUBSIDIARIES OF UNIVISION COMMUNICATIONS, INC.

EX-23.(A)

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Exhibit 23-A

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

    As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 7, 2001 included in Univision Communications Inc.'s Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this registration statement.

/s/ ARTHUR ANDERSEN LLP

Roseland, New Jersey
October 8, 2001

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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

EX-25

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Exhibit 25

FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) / /

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

UNIVISION COMMUNICATIONS INC.
(Exact name of obligor as specified in its charter)

Delaware	95-4398884
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Sunshine Acquisition Corp. (Exact name of obligor as specified in its charter)
California	95-4365851
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sunshine Acquisition L.P. (Exact name of obligor as specified in its charter)
California	95-4399747
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
The Univision Network Limited Partnership (Exact name of obligor as specified in its charter)
Delaware	95-4399333
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
PTI Holdings Inc. (Exact name of obligor as specified in its charter)
Delaware	95-4398881
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision Television Group, Inc. (Exact name of obligor as specified in its charter)
Delaware	95-4398877
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
KWEX License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

–2–

KUVN License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
KMEX License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
KDTV License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
KFTV License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
KTVW License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
KXLN License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
WGBO License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

–3–

WXTV License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
WLTV License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
KUVS License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
KUVI License Partnership, G.P. (Exact name of obligor as specified in its charter)
California	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Galavision, Inc. (Exact name of obligor as specified in its charter)
Delaware	95-4596951
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision-EV Holdings, LLC (Exact name of obligor as specified in its charter)
Delaware	94-3355929
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision Online, Inc. (Exact name of obligor as specified in its charter)
Delaware	13-4078167
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

–4–

Univision Music, Inc (Exact name of obligor as specified in its charter)
Delaware	95-4853455
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Telefutura (Exact name of obligor as specified in its charter)
Delaware	95-4862792
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision of Dallas, Inc (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision of Atlanta Inc. (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision of Hollywood, Florida Inc. (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision Spanish Media Inc. (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Station Works, LLC (Exact name of obligor as specified in its charter)
Delaware	33-0975456
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

–5–

Univision Partnership of Dallas (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision Partnership of Atlanta (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision Partnership of Hollywood, Florida (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision of Puerto Rico Inc. (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Univision of New Jersey, Inc. (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

–6–

Univision Partnership of New Jersey (Exact name of obligor as specified in its charter)
Delaware	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1999 Avenue of the Stars, Suite 3050 Los Angeles, California	90067
(Address of principal executive offices)	(Zip Code)
7.85% Senior Subordinated Notes due 2011 (Title of the indenture securities)

–7–

1.

General information. Furnish the following information as to the Trustee:

(a)

Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)

Whether it is authorized to exercise corporate trust powers.

Yes.

2.

Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.

List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).

1.

A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)



4.

A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)



6.

The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)



7.

A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

SIGNATURE

    Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 3rd day of October 2001

THE BANK OF NEW YORK
By:	/s/ STACEY POINDEXTER Name: STACEY POINDEXTER Title: ASSISTANT TREASURER

–2–

EXHIBIT 7

    Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2001, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	2,811,275
Interest-bearing balances		3,133,222
Securities:
Held-to-maturity securities		147,185
Available-for-sale securities		5,403,923
Federal funds sold and Securities purchased under agreements to resell		3,378,526
Loans and lease financing receivables:
Loans and leases held for sale		74,702
Loans and leases, net of unearned income		37,471,621
LESS: Allowance for loan and lease losses		599,061
Loans and leases, net of unearned income and allowance		36,872,560
Trading Assets		11,757,036
Premises and fixed assets (including capitalized leases)		768,795
Other real estate owned		1,078
Investments in unconsolidated subsidiaries and associated companies		193,126
Customers' liability to this bank on acceptances outstanding		592,118
Intangible assets
Goodwill		1,300,295
Other intangible assets		122,143
Other assets		3,676,375
Total assets	$	70,232,359

LIABILITIES
Deposits:
In domestic offices	$	25,962,242
Noninterest-bearing		10,586,346
Interest-bearing		15,395,896
In foreign offices, Edge and Agreement subsidiaries, and IBFs		24,862,377
Noninterest-bearing		373,085
Interest-bearing		24,489,292
Federal funds purchased and securities sold under agreements to repurchase		1,446,874
Trading liabilities		2,373,361
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)		1,381,512
Bank's liability on acceptances executed and outstanding		592,804
Subordinated notes and debentures		1,646,000
Other liabilities		5,373,065
Total liabilities	$	63,658,235
EQUITY CAPITAL
Common stock		1,135,284
Surplus		1,008,773
Retained earnings		4,426,033
Accumulated other comprehensive income		4,034
Other equity capital components		0
Total equity capital		6,574,124
Total liabilities and equity capital	$	70,232,359

    I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

    We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the Board of Governors of the Federal Reserve System and is true and correct.

Thomas A. Renyi
Gerald L. Hassell	Directors
Alan R. Griffith

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Exhibit 25
EXHIBIT 7