PRINCIPAL INVESTOR AGREEMENT

by and among

Broadcasting Media Partners, Inc.

Broadcast Media Partners Holdings, Inc.

Umbrella Acquisition, Inc.

and

the Principal Investors

Dated as of March 29, 2007

PRINCIPAL INVESTOR AGREEMENT

This Principal Investor Agreement (the Agreement) is made as of March 29, 2007 by and among:

RECITALS

1. Each of the Company, Midco and Acquisition Sub, has been formed for the purpose of engaging in a transaction in which Acquisition Sub will be merged with and into Univision Communications Inc. (Univision), with Univision surviving (the Merger) pursuant to an Agreement and Plan of Merger between the Company, Acquisition Sub and Univision dated as of June 26, 2006 (as amended from time to time, the Merger Agreement). The rights and obligations of Opco hereunder shall refer to the rights and obligations of Acquisition Sub at all times prior to the consummation of the Merger, and thereafter shall refer to the rights and obligations of Univision, as a successor entity to Acquisition Sub, and its successors and permitted assigns.

2. On the date hereof, the Principal Investors and certain other investors will, in exchange for cash, acquire Class A Stock and Class L Stock from the Company and Preferred Stock from Midco. The cash proceeds received by the Company in exchange for such Class A Stock and Class L Stock are referred to as the Class A and L Proceeds. The cash proceeds received by Midco in exchange for such Preferred Stock are referred to collectively with the Class A and L Proceeds as the Proceeds. Prior to the Closing (as defined below), the Company will contribute all the Class A and L Proceeds and all the issued and outstanding common stock of Acquisition Sub to Midco in exchange for common stock of Midco, and the Company will thereby hold all of the issued and outstanding common stock of Midco, and Acquisition Sub will thereby become a wholly owned subsidiary of Midco. Thereafter, Midco will contribute all the Proceeds to Acquisition Sub.

3. Upon the Closing, shares of common stock of Acquisition Sub shall be automatically converted into shares of common stock of Univision, and Midco will thereby hold all of the issued and outstanding common stock of Univision.

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4. Immediately following the Closing, the Common Stock, the Preferred Stock and all Convertible Securities (as defined below) of the Principal Investors will be held as set forth on Schedule I hereto.

5. In connection with the acquisition of such securities, the Company, Midco, Opco, the Principal Investors and certain other stockholders of the Company and Midco have entered into a stockholders agreement dated as of the date hereof (as in effect from time to time, the Stockholders Agreement) and a participation, registration rights and coordination agreement dated as of the date hereof (as in effect from time to time, the Participation, Registration Rights and Coordination Agreement).

6. The parties believe that it is in the best interests of the Company, Midco, Opco and the Principal Investors to set forth their agreements on certain matters.

AGREEMENT

Therefore, the parties hereto hereby agree as follows:

1.1. Closing. This Agreement shall become effective upon the issuance of Shares to the Principal Investors in anticipation of the consummation of the closing of the Merger pursuant to the terms and conditions of the Merger Agreement (the Closing).

1.2. Definitions. Certain terms are used in this Agreement as specifically defined herein. These definitions are set forth or referred to in Section 8 hereof.

2.1. Actions that Require Principal Investor Approval.

2.1.1. Actions that Require Majority Principal Investor Approval. In addition to any other approval required by the organizational documents of the Company, Midco or Opco or by applicable law, the parties hereto agree that the approval of the Majority Principal Investors shall be required for any of the Company, Midco or Opco to take any of the following actions, and the Company, Midco and Opco shall not, and shall cause their respective subsidiaries not to, take any of the following actions without the written approval of the Majority Principal Investors:

(i) Charter; By-laws; Stockholders Agreements.

(a) Amend, restate, modify or waive any provisions of the certificate of incorporation or by-laws of the Company, Midco, Opco or any subsidiary thereof;

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(b) amend or waive any provisions of the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement; or

(c) exercise any rights of the Majority Principal Investors under the Stockholders Agreement, the Participation, Registration Rights and Coordination Agreement, or the certificate of incorporation of the Company or Midco (including under sections 4.8.2 and 5 of the Companys certificate of incorporation).

(ii) Drag Along rights. Exercise the Drag Along rights pursuant to Sections 4.2 or 4.3 of the Stockholders Agreement.

(iii) Change of Control. Effect a Change of Control.

(iv) Strategic Investors. Enter into or effect any transaction or series of related transactions involving the issuance and/or sale of equity securities, debt securities, Convertible Securities, or rights to acquire equity securities, debt securities or Convertible Securities of the Company or any subsidiary thereof, to any Strategic Investor or any Affiliate or co-investor thereof; provided, that the consent of any Principal Investor or Principal Investor Group, as applicable, shall be required for any such transaction or series of transactions that Discriminates against the rights of such Principal Investor or Principal Investor Group hereunder, under the Stockholders Agreement or the Participation, Registration Rights and Coordination Agreement, as compared to the other Principal Investors or Principal Investor Groups. For the avoidance of doubt, permitting the SCG Investors to retain Shares after giving effect to a transaction involving a Strategic Investor (provided such transaction is consummated on or prior to September 30, 2008) that have an initial cost of at least $250,000,000 shall not be deemed as Discrimination against the rights of a Principal Investor or a Principal Investor Group.

(v) Recapitalization. Enter into or effect any transaction or series of related transactions that would effect a recapitalization or reclassification of the Companys or Midcos securities or any of their subsidiaries (other than wholly-owned subsidiaries) securities, including recapitalization into any form of Convertible Securities or prepaid warrants.

(vi) Indebtedness. Other than borrowings under the Existing Debt Documents or any other debt agreement which was previously approved by the Majority Principal Investors, incur any indebtedness, assume, guarantee, endorse or otherwise become responsible for the indebtedness of any other Person (provided that the Company or any of its direct or indirect subsidiaries may provide cross-guarantees for any indebtedness that has been approved under this Section 2.1.1(vi)), issue any debt

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securities, enter into any agreement under which it may incur indebtedness or issue debt securities in the future, in an aggregate amount in excess of $100,000,000 for all such matters.

(vii) Equity Issuances. Authorize, create or issue any equity securities or Convertible Securities of the Company or any of its subsidiaries (except as may be issued to the Company or any of its wholly-owned subsidiaries), issue any rights to acquire any equity securities or Convertible Securities of the Company or any of its subsidiaries or grant any registration rights in respect of any such securities or rights, except for equity securities, Convertible Securities, or rights to acquire equity securities or Convertible Securities and piggyback registration rights issued or granted pursuant to management incentive plans approved pursuant to Section 2.2.2.

(viii) Size of the Board. Prior to the closing of the Initial Public Offering, expand the number of members of the Board to more than seventeen (17).

(ix) Prepayment or Modification of Debt. Voluntarily prepay debt of the Company or any of its subsidiaries in an amount in excess of $100,000,000 in any 12-month period (including debt incurred under the Existing Debt Documents, other than the Revolving Credit Facility) or amend or waive any material provisions of any agreement, indenture or similar instrument governing the terms of any indebtedness or debt securities of the Company or any of its subsidiaries with a principal amount in excess of $100,000,000 (including material provisions of the Existing Debt Documents).

(x) Repurchase of Securities, Exercise of Call Rights, Payment of Dividends. Prior to the closing of the Initial Public Offering, (a) enter into or effect any transaction or series of related transactions involving the repurchase, exercise of call rights, redemption or other acquisition of securities of the Company or any of its direct or indirect subsidiaries from any Investor or (b) declare or pay any dividend or make any other distributions of payments by the Company or any of its subsidiaries (other than dividends or distributions payable to the Company or any of its wholly-owned subsidiaries).

(xi) Bankruptcy, etc. Commence a voluntary case under the U.S. bankruptcy code or any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; consent to the entry of an order for relief in an involuntary case, or the conversion of an involuntary case to a voluntary case, under any such law; consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; make a general assignment for the benefit of creditors; or adopt a plan of complete or partial liquidation or dissolution.

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(xii) Program License Agreement. Notwithstanding other provisions of Section 2.1.1, (a) amend, restate, modify or waive any provision of, or extent the term of, (1) the Second Amended and Restated License Agreement by and between Televisa Internacional, S.A. de C.V. and Opco dated as of December 19, 2001, (2) the Amended and Restated International Program Rights Agreement by and among Grupo Televisa, S.A., Venevision International, Inc. and Opco dated December 19, 2001, or (3) the Participation Agreement by and among Grupo Televisa S.A., Corporacion Venezolana de Television (Venevision) C.A., Messrs. A. Jerrold Perenchio, Gustavo A. Cisneros and Ricardo J. Cisneros and Opco dated as of October 2, 1996, (b) enter into any agreement, commitment or arrangement with Televisa or Venevision related to the same or comparable programming and other media rights embodied in the agreements referred to in clauses (1)(3) above, or, if so approved by the Majority Principal Investors, thereafter amend, restate, modify or waive any provision thereof, or (c) settle or compromise any claim, suit, action, arbitration or other proceeding whether administrative, civil or criminal, in law or in equity, with Grupo Televisa, S.A. or any affiliate thereof or relating to any of the agreements referred to in clauses (a) or (b) above.

(xiii) Annual Budget. Approve the annual budget of the Company and its subsidiaries, modify in any material respect any such budget or take any action that is or would be reasonably likely to result in a material variance therefrom; provided, however, that if such budget, modification or action would have received the approval of the Majority Principal Investors but for the failure of one or more Non Voting Principal Investors to approve same, then the Company shall continue its operations in accordance with the annual budget most recently approved under this Section 2.1.1(xiii), increased by 5% each fiscal year with respect to which an annual budget is not approved.

(xiv) Certain Litigation. Settle or compromise any material claim, suit, action, arbitration or other proceeding whether administrative, civil or criminal, in law or in equity involving (a) a claim against or potential loss by the Company and/or its subsidiaries in excess of $100,000,000 or (b) a claim against the Company and/or its subsidiaries which would be reasonably likely to result in a material restriction or limitation on a material portion of the Business.

(xv) Material Agreements. Subject to paragraphs xii, xvi-xix of this Section 2.1.1, enter into, modify or amend in any material respect, or waive any material right under (a) any Contract providing for the payment to or by the Company or any of its subsidiaries of more than

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$100,000,000; provided, that such Contracts do not relate to the acquisition, production or scheduling of programs, (b) any Contract relating to the acquisition of network programming that accounts for more than five (5) hours per week of the programming on a majority of the owned and operated stations of the Company and its subsidiaries, (c) any carriage or retransmission agreement with EchoStar, DirecTV, Comcast, Charter Communications or Time-Warner or their respective subsidiaries involving more than 500,000 subscribers, and (d) any Contract providing for the payment by the Company or any of its subsidiaries of compensation (including equity incentives) to Haim Saban and/or his Affiliates.

(xvi) Employment Agreements. Enter into or modify or amend in any material respect, or waive any material right under, any employment agreement with, or agree to provide other cash or equity based compensation (including stock options, carried interest and benefit packages), to any senior executive of the Company or its subsidiaries, providing for the payment by the Company or any of its subsidiaries of more than $5,000,000 and that would result in such senior executive being amongst the Companys and its subsidiaries ten (10) highest paid employees, other than (a) agreements for on air talent, and (b) entering into those employment and compensation agreements and arrangements that will be in effect as of the date hereof.

(xvii) Acquisition of Assets. Enter into or effect any transaction or series of related transactions involving the purchase, rent, lease, license in, exchange or other acquisition (by merger, consolidation or otherwise) by the Company, Midco, Opco or any of their respective subsidiaries of (a) any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value in excess of $250,000,000 per transaction or series of related transactions other than (i) transactions solely between and among the Company, Midco, Opco and/or any of their wholly owned subsidiaries, and (ii) purchases, rentals, leases, licenses, exchanges and other acquisitions of inventory, equipment and supplies in the ordinary course of business, (b) any radio station or television station in a top twenty (20) DMA for consideration (including assumed debt) having a fair market value in excess of $100,000,000, or (c) any programming involving payment(s) in excess of $100,000,000.

(xviii) Sale of Assets. Enter into or effect any transaction or series of related transactions involving the sale, lease out, license out, exchange or other disposition (including by merger, consolidation or otherwise) by the Company or any of its subsidiaries of (a) any assets (including equity interests in any Person) for consideration (including assumed liabilities) having a fair market value in excess of $250,000,000 per transaction or series of related transactions other than (i) transactions solely between and

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