10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2005

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM                      TO                    

COMMISSION FILE NUMBER 1-15997

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	95-4783236
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2425 Olympic Boulevard, Suite 6000 West

Santa Monica, California 90404

(Address of principal executive offices) (Zip Code)

(310) 447-3870

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES x  NO ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x  No ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨  No x

As of November 4, 2005, there were 59,766,087 shares, $0.0001 par value per share, of the registrant’s Class A common stock outstanding, 27,678,533 shares, $0.0001 par value per share, of the registrant’s Class B common stock outstanding and 36,926,600 shares, $0.0001 par value per share, of the registrant’s Class U common stock outstanding.

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ENTRAVISION COMMUNICATIONS CORPORATION

FORM 10-Q FOR THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2005

TABLE OF CONTENTS

		Page Number
PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS
	CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004	4
	CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE- AND NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004	5
	CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE NINE-MONTH PERIODS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004	6
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	7
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	13
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 4.	CONTROLS AND PROCEDURES	26
PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	26
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	26
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	26
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	26
ITEM 5.	OTHER INFORMATION	26
ITEM 6.	EXHIBITS	26

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Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:

• risks related to our history of operating losses, our substantial indebtedness or our ability to raise capital;

• provisions of the agreements governing our debt instruments that may restrict the operation of our business;

• cancellations or reductions of advertising, whether due to a general economic downturn or otherwise;

• our relationship with Univision Communications Inc., including uncertainties relating to Univision’s obligation to reduce its percentage ownership of our company on or before March 26, 2006 and March 26, 2009;

• the overall success of our acquisition strategy, which includes developing media clusters in key U.S. Hispanic markets, and the integration of any acquired assets with our existing business;

• the impact of rigorous competition in Spanish-language media and in the advertising industry generally; and

• industry-wide market factors and regulatory and other developments affecting our operations.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” beginning on page 29 of our Annual Report on Form 10-K for the year ended December 31, 2004.

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PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	September 30, 2005			December 31, 2004
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	49,037		$	46,969
Trade receivables (including related parties of $42 and $56), net of allowance for doubtful accounts of $5,154 and $5,332		60,661			52,568
Assets held for sale		69,454			—
Prepaid expenses and other current assets (including related parties of $751 and $576)		6,845			5,271
Total current assets		185,997			104,808
Property and equipment, net		151,900			163,926
Intangible assets subject to amortization, net		113,156			128,347
Intangible assets not subject to amortization		843,888			886,242
Goodwill		385,833			385,977
Other assets (including related parties of $170 and $166)		11,523			20,412
Total assets	$	1,692,297		$	1,689,712
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	5,078		$	1,993
Advances payable, related parties		118			118
Accounts payable and accrued expenses (including related parties of $3,216 and $2,416)		27,480			29,153
Total current liabilities		32,676			31,264
Notes payable, less current maturities		501,594			480,983
Other long-term liabilities		3,642			3,719
Deferred taxes		127,914			136,074
Total liabilities		665,826			652,040
Commitments and contingencies
Stockholders’ equity
Preferred stock, $0.0001 par value, 2005 and 2004 50,000,000 shares authorized and none outstanding		—			—
Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding 2005 59,751,087; 2004 59,568,943		6			6
Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2005 and 2004 27,678,533		3			3
Class U common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2005 and 2004 36,926,600		4			4
Additional paid-in capital		1,186,271			1,184,394
Accumulated deficit		(159,813	)		(146,735	)
		1,026,471			1,037,672
Treasury stock, Class A common stock, $0.0001 par value, 2005 and 2004 5,101 shares		—			—
Total stockholders’ equity		1,026,471			1,037,672
Total liabilities & stockholders’ equity	$	1,692,297		$	1,689,712

See Notes to Consolidated Financial Statements

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ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(In thousands, except share and per share data)

,	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
	2005			2004			2005			2004
Net revenue (including related parties of $150, $232, $450 and $783)	$	75,537		$	70,024		$	207,800		$	191,019
Expenses:
Direct operating expenses (including related parties of $3,100, $3,192, $8,493 and $8,593)		31,244			28,755			89,125			83,490
Selling, general and administrative expenses		13,318			13,273			38,562			37,265
Corporate expenses		4,237			4,442			12,581			12,574
Loss (gain) on sale of assets		—			240			—			(3,156	)
Non-cash stock-based compensation (comprised entirely of corporate expenses)		182			79			617			37
Depreciation and amortization (includes direct operating of $10,538, $9,139, $30,747 and $28,338; selling, general and administrative of $1,011, $1,007, $3,382 and $3,281; and corporate of $221, $242, $693 and $802)		11,770			10,388			34,822			32,421
		60,751			57,177			175,707			162,631
Operating income		14,786			12,847			32,093			28,388
Interest expense		(7,796	)		(6,893	)		(24,512	)		(20,396	)
Interest income		201			161			562			317
Loss on debt extinguishment		(27,969	)		—			(27,969	)		—
Income (loss) before income taxes		(20,778	)		6,115			(19,826	)		8,309
Income tax (expense) benefit		7,915			(3,006	)		6,823			(5,292	)
Income (loss) before equity in net earnings (loss) of nonconsolidated affiliates		(12,863	)		3,109			(13,003	)		3,017
Equity in net earnings (loss) of nonconsolidated affiliates		43			59			(75	)		17
Income (loss) before discontinued operations		(12,820	)		3,168			(13,078	)		3,034
Gain on disposal of discontinued operations net of tax $0, $350, $0 and $350		—			521			—			521
Net income (loss)		(12,820	)		3,689			(13,078	)		3,555
Accretion of preferred stock redemption value		—			(9,769	)		—			(15,913	)
Net loss applicable to common stockholders	$	(12,820	)	$	(6,080	)	$	(13,078	)	$	(12,358	)
Basic and diluted earnings per share:
Net loss per share from continuing operations applicable to common stockholders	$	(0.10	)	$	(0.05	)	$	(0.11	)	$	(0.13	)
Net income per share from discontinued operations	$	—		$	0.00		$	—		$	0.01
Net loss per share applicable to common stockholders, basic and diluted	$	(0.10	)	$	(0.05	)	$	(0.11	)	$	(0.12	)
Weighted average common shares outstanding, basic and diluted		124,323,711			124,138,087			124,268,943			99,575,647

See Notes to Consolidated Financial Statements

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ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

	Nine-Month Period Ended September 30,
	2005			2004
Cash flows from operating activities:
Net income (loss)	$	(13,078	)	$	3,555
Adjustments to reconcile net income (loss) to net cash provided by operating activities
Depreciation and amortization		34,822			32,421
Deferred income taxes		(7,980	)		4,164
Amortization of debt issue costs		1,787			2,316
Amortization of syndication contracts		38			265
Equity in net (earnings) loss of nonconsolidated affiliates		75			(17	)
Non-cash stock-based compensation		617			37
Gain on sale of media properties and other assets		(13	)		(3,677	)
Loss on debt extinguishment		27,969			—
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
Increase in accounts receivable		(7,636	)		(6,168	)
Increase in prepaid expenses and other assets		(3,247	)		(1,684	)
Decrease in accounts payable, accrued expenses and other liabilities		(4,787	)		(1,603	)
Net cash provided by operating activities		28,567			29,609
Cash flows from investing activities:
Proceeds from sale of property and equipment and intangibles		44			41,485
Purchases of property and equipment and intangibles		(32,750	)		(10,915	)
Purchases of media properties		—			(17,592	)
Distribution from nonconsolidated affilliates		—			300
Refunds for acquisitions		—			501
Net cash provided by (used in) investing activities		(32,706	)		13,779
Cash flows from financing activities:
Proceeds from issuance of common stock		1,219			948
Principal payments on notes payable		(493,416	)		(229,112	)
Repurchase of Series A Preferred Stock		—			(128,182	)
Proceeds from borrowing on notes payable		500,000			334,302
Payments of deferred debt and offering costs		(1,596	)		(4,309	)
Net cash provided by (used in) financing activities		6,207			(26,353	)
Net increase in cash and cash equivalents		2,068			17,035
Cash and cash equivalents:
Beginning		46,969			19,806
Ending	$	49,037		$	36,841
Supplemental disclosures of cash flow information:
Cash payments for:
Interest	$	29,242		$	22,649
Income taxes	$	1,158		$	1,128
Supplemental disclosures of non-cash investing and financing activities:
Purchases of property and equipment included in accounts payable	$	101		$	51

See Notes to Consolidated Financial Statements

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ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

SEPTEMBER 30, 2005

1. BASIS OF PRESENTATION

Presentation

The consolidated financial statements included herein have been prepared by Entravision Communications Corporation (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations. These consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2004 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004. The unaudited information contained herein has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of the Company’s management, includes all adjustments (consisting of only normal recurring adjustments) necessary for a fair presentation of the information for the periods presented. The interim results presented herein are not necessarily indicative of the results of operations that may be expected for the full fiscal year ending December 31, 2005 or any other future period.

2. THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Related party

Univision currently owns approximately 30% of the Company’s common stock on a fully-converted basis. In connection with Univision’s merger with Hispanic Broadcasting Corporation in September 2003, Univision entered into an agreement with the U.S. Department of Justice (“DOJ”), pursuant to which Univision agreed, among other things, to ensure that its percentage ownership of the Company will not exceed 15% by March 26, 2006 and 10% by March 26, 2009.

Also pursuant to Univision’s agreement with the DOJ, Univision exchanged all 36,926,623 of its shares of the Company’s Class A and Class C common stock that it previously owned (14,943,231 shares of Class A common stock and 21,983,392 shares of Class C common stock) for 369,266 shares of the Company’s Series U preferred stock in September 2003. The Series U preferred stock was mandatorily convertible into common stock when and if the Company created a new class of common stock that generally had the same rights, preferences, privileges and restrictions as the Series U preferred stock (other than the nominal liquidation preference). The Company’s stockholders approved the creation of such a new class of common stock, the Class U common stock, during the second quarter of 2004, and the 369,266 shares of the Company’s Series U preferred stock held by Univision were converted into 36,926,600 shares of the Company’s new Class U common stock effective as of July 1, 2004. Neither the original exchange of Univision’s Class A and Class C common for Series U preferred stock, nor the subsequent conversion of such Series U preferred stock into Class U common stock, changed Univision’s overall equity interest in the Company, nor did either have any impact on the Company’s existing television station affiliation agreements with Univision.

The Class U common stock has limited voting rights and does not include the right to elect directors. However, as the holder of all of the Company’s issued and outstanding Class U common stock, Univision currently has the right to approve any merger, consolidation or other business combination involving the Company, any dissolution of the Company and any assignment of the Federal Communications Commission, or FCC, licenses for any of the Company’s Univision-affiliated television stations. Each share of Class U common stock is automatically convertible into one share (subject to adjustment for stock splits, dividends or combinations) of the Company’s Class A common stock in connection with any transfer to a third party that is not an affiliate of Univision.

Univision acts as the Company’s exclusive sales representative for the sale of all national advertising aired on Univision-affiliate television stations. During the nine-month periods ended September 30, 2005 and 2004, the amount paid by the Company to Univision in this capacity was $7.1 and $7.0 million, respectively.

In July 2005, the Company entered into a definitive agreement to sell the assets of radio stations KBRG-FM and KLOK-AM, serving the San Francisco/San Jose, California market, to Univision for $90 million. It is currently anticipated that Univision will pay the full amount of the purchase price in the form of shares of the Company’s Class U common stock held by Univision. This transaction is currently expected to close during the first quarter of 2006, and is currently expected to reduce Univision’s percentage ownership in the Company to approximately 20%, based on the Company’s current capital structure and subject to the price of the Company’s Class A common stock at the closing of the transaction.

In September 2005, the Company and Univision entered into an agreement under which the Company has agreed, at Univision’s request, to sell in an underwritten public offering up to a specified number of shares of the Company’s Class A common stock

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previously registered with the SEC, and concurrently with the consummation of that public offering, to repurchase the same number of shares of the Company’s Class U common stock owned by Univision, for an amount equal to the gross proceeds of the offering minus underwriting discounts and commissions (the “Sale Transaction”). Under this agreement, Univision has agreed to refrain from exercising any right to demand the registration of the sale of such common stock provided to it under an investor rights agreement, as amended, between the Company, Univision and the other stockholders named therein until a period of time after giving notice to the Company of its request to consummate a Sale Transaction.

Stock-based compensation

Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” prescribes accounting and reporting standards for all stock-based compensation plans, including employee stock option plans and stock purchase plans. As allowed by SFAS No. 123, the Company has elected to continue to account for its employee stock-based compensation plans using the intrinsic value method in accordance with Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations, which does not require compensation to be recorded if the consideration to be received is at least equal to the fair value of the common stock to be issued at the measurement date. Under the requirements of SFAS No. 123, non-employee stock-based transactions require compensation to be recorded based on the fair value of the securities issued or the services received, whichever is more reliably measurable.

The following table illustrates the effect on net loss and net loss per share had employee compensation costs for the stock-based compensation plan been determined based on grant date fair values of awards under the provisions of SFAS No. 123, for the three- and nine-month periods ended September 30, 2005 and 2004 (in thousands, except per share data):

	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
	2005			2004			2005			2004
Net loss applicable to common stockholders
As reported	$	(12,820	)	$	(6,080	)	$	(13,078	)	$	(12,358	)
Deduct total stock-based employee compensation expense determined under fair value-based method for all awards, net of related tax effects		(2,427	)		(2,400	)		(7,281	)		(7,224	)
Pro forma	$	(15,247	)	$	(8,480	)	$	(20,359	)	$	(19,582	)
Net loss per share applicable to common stockholders, basic and diluted
As reported	$	(0.10	)	$	(0.05	)	$	(0.11	)	$	(0.12	)
Pro forma	$	(0.12	)	$	(0.07	)	$	(0.16	)	$	(0.20	)

The Company granted 3,070,000 stock options to employees and directors and 123,000 stock options to non-employees during the nine-month period ended September 30, 2005. These stock options have a weighted average exercise price of $7.84 per share and a weighted average fair value of $4.57 per share.

Beginning in the first quarter of 2006, the Company will adopt SFAS No. 123 (Revised 2004), “Share-Based Payment” (“SFAS No. 123R”). See “Pending Accounting Pronouncements” below. In October 2005, the Company authorized accelerating the vesting of certain of the Company’s outstanding unvested stock options granted under the Company’s equity incentive plans. See “Subsequent Event” below.

Loss per share

Basic loss per share is computed as net loss applicable to common stockholders divided by weighted average number of common shares outstanding for the period. For 2004, net loss applicable to common stockholders is net loss reduced by accretion of preferred stock redemption value, premium paid on early redemption and accrued dividends on Series A mandatorily redeemable convertible preferred stock outstanding during that period. Diluted loss per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and convertible securities.

For the three- and nine-month periods ended September 30, 2005 and 2004, all dilutive securities have been excluded as their inclusion would have had an anti-dilutive effect on loss per share.

For the nine-month period ended September 30, 2005, the securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not anti-dilutive is 206,305 equivalent shares of stock options. For the nine-month period ended September 30, 2004, the securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares

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outstanding for diluted earnings per share if their effect was not anti-dilutive is as follows: 284,073 equivalent shares of stock options, 12,308,867 equivalent shares of Series U convertible preferred stock and 5,027,078 equivalent shares of Series A mandatorily redeemable convertible preferred stock.

For the three-month period ended September 30, 2005, the securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not anti-dilutive is 232,992 equivalent shares of stock options. For the three-month period ended September 30, 2004, the securities whose conversion would result in an incremental number of shares that would be included in determining the weighted average shares outstanding for diluted earnings per share if their effect was not anti-dilutive is as follows: 232,540 equivalent shares of stock options and 3,323,096 equivalent shares of Series A mandatorily redeemable convertible preferred stock.

As discussed above, the Series U preferred stock held by Univision was converted into shares of the Company’s new Class U common stock on July 1, 2004. If the Series U preferred stock had been treated as common stock outstanding, the basic weighted average common shares outstanding would have been 124,103,535 for the nine-month period ended September 30, 2004. The basic net loss per share would have changed from $(0.12) to $(0.10) for the nine-month period ended September 30, 2004.

Acquisition of assets

In February 2005, the Company acquired the assets of radio station KAIQ-FM in the Lubbock, Texas market for approximately $1.7 million. Also in February 2005, the Company acquired the assets of television stations KVTF-CA and KTFV-CA in the McAllen, Texas market and television station KETF-CA in the Laredo, Texas market, for an aggregate of approximately $3.8 million.

In June 2005, certain of the Company’s Mexican affiliates acquired all of the outstanding capital stock of the television licensee of XHRIO-TV in Matamoros, Tamaulipas, Mexico, serving the McAllen, Texas market, as well as substantially all of the assets related to such station, for an aggregate of approximately $13.2 million. In August 2005, XHRIO-TV was launched as a Fox affiliate in that market.

The approximate value of depreciable equipment and non-amortizable FCC licenses purchased as a result of these acquisitions were $0.9 million and $17.8 million, respectively. The Company evaluated the transferred set of activities, assets, inputs, outputs and processes in each of these acquisitions and determined that none of these acquisitions constituted a business.

Pending transaction

In July 2005, the Company entered into a definitive agreement to sell the assets of radio stations KBRG-FM and KLOK-AM, serving the San Francisco/San Jose, California market, to Univision for $90 million. It is currently anticipated that Univision will pay the full amount of the purchase price in the form of shares of the Company’s Class U common stock held by Univision. This transaction is currently expected to close during the first quarter of 2006.

The assets in the San Francisco/San Jose, California market are classified as assets held for sale and are no longer being depreciated or amortized. Summarized balance sheet data as of September 30, 2005 is as follows (in millions):

Property and equipment, net	$	1.8
Land		4.9
Other intangibles subject to amortization, net		2.5
FCC licenses not subject to amortization		60.3
	$	69.5

Subsequent event

On October 6, 2005, the Compensation Committee of the Board of Directors of the Company authorized accelerating the vesting of all of the Company’s outstanding unvested stock options granted under the Company’s 2000 Omnibus Equity Incentive Plan and the 2004 Equity Incentive Plan with an exercise price greater than $7.80 per share, the closing price of the Company’s Class A common stock on the New York Stock Exchange as of that date. As a result of the vesting acceleration, options to acquire approximately 4.7 million shares of the Company’s Class A common stock (the “Accelerated Options”), which otherwise would have vested from time to time over the next four years, become immediately exercisable. All other terms and conditions applicable to the Accelerated Options remain in effect.

The Compensation Committee’s decision to accelerate the vesting of the Accelerated Options was based upon the issuance by the Financial Accounting Standards Board (“FASB”) of SFAS No. 123R, which will require the Company to treat unvested stock options as compensation expense effective January 1, 2006. The Compensation Committee believes that the acceleration of vesting of these “out-of-the-money” stock options will reduce the Company’s compensation charges in subsequent periods, and such reductions

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may be significant. In addition, the Compensation Committee believes that these “out-of-the-money” stock options currently have limited economic value and are not achieving their original objectives of incentive compensation and employee retention because the exercise price is currently in excess of the market price of the Company’s Class A common stock.

The Company believes that the acceleration of vesting of the approximately 0.3 million Accelerated Options granted to non-employees will accelerate approximately $0.6 million of non-cash stock-based compensation expense into the fourth quarter of 2005 that otherwise would have been recognized over the next four years. Since the Company accounts for its stock options granted to employees using the intrinsic-value method, under the guideline of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” the Company will report the compensation expense related to the approximately 4.4 million Accelerated Options granted to employees for disclosure purposes only in its year-end 2005 financial statements as permitted by Statement of Financial Accounting Standard No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—an Amendment of SFAS No. 123.” The Company believes that acceleration of vesting of the Accelerated Options will eliminate the need for recognizing future compensation expense of approximately $17 million in the aggregate over the remaining option terms in its financial statements after the Company adopts SFAS No. 123R on January 1, 2006. While the Company believes that it will not be required to recognize any compensation expense in future periods associated with the Accelerated Options, there can be no assurance that the acceleration of vesting of the Accelerated Options may not result in some future compensation expense.

Bank credit facility

In September 2005, the Company refinanced the Company’s former bank credit facility with a new $650 million senior secured bank credit facility consisting of a 7  ¹/2-year $500 million term loan and a 6  ¹/2-year $150 million revolving facility. The term loan under the new bank credit facility has been drawn in full, the proceeds of which were used (i) to refinance outstanding borrowings under the Company’s former bank credit facility, (ii) to complete a tender offer for the Company’s previously outstanding $225 million senior subordinated notes, and (iii) for general corporate purposes.

The term loan matures in 2013 and is subject to automatic quarterly reductions of $1.25 million starting on January 1, 2006. The revolving facility expires in 2012. The Company’s ability to make additional borrowings under the bank credit facility is subject to compliance with certain financial covenants, including financial ratios, and other conditions set forth in the bank credit facility.

The bank credit facility is secured by substantially all of the Company’s assets, as well as the pledge of the stock of substantially all of the Company’s subsidiaries, including the special purpose subsidiary formed to hold the Company’s FCC licenses.

The term loan bears interest at LIBOR plus a margin of 1.50%, for a total interest rate of 5.34% as of September 30, 2005. The revolving facility bears interest at LIBOR plus a margin ranging from 1% to 2% based on leverage covenants. In addition, the Company pays a quarterly unused commitment fee ranging from 0.25% to 0.50% per annum, depending on the level of facility usage. As of September 30, 2005, $500 million was outstanding under the bank credit facility and $147 million was available under the revolving facility for future borrowings. The Company had approximately $3 million in outstanding letters of credit as of that date, which reduced the amount otherwise available for future borrowings.

The bank credit facility contains customary events of default. If an event of default occurs and is continuing, the Company might be required to repay all amounts then outstanding under the bank credit facility. Lenders holding more than 50% of the loans and commitments under the bank credit facility may elect to accelerate the maturity of loans upon the occurrence and during the continuation of an event of default.

The loss on debt extinguishment was $28.0 million for the three- and nine-month periods ended September 30, 2005. The loss on debt extinguishment was primarily attributable to the premium that the Company paid for the completion of the tender offer for the Company’s $225 million senior subordinated notes, the extinguishment of the costs associated with those notes, the extinguishment of the costs associated with the former $400 million bank credit facility and a portion of the fees associated with the new $650 million senior secured bank credit facility. On September 28, 2005, the Company completed a tender offer for all of the Company’s $225 million senior subordinated notes. The purchase price for the senior subordinated notes was $1,057.61 per $1,000 principal amount tendered, which included a consent payment of $20.00 per $1,000 principal amount tendered, for a total of approximately $238 million.

Derivative Instruments

In September 2005, the Company entered into three interest rate swap agreements with a $500.0 million aggregate notional amount that expire on October 1, 2010. These interest rate swap agreements convert the variable rate term loan into a fixed rate obligation of 5.96%. Under these interest rate swap agreements, the Company makes fixed-rate interest payments and receives interest payments based on LIBOR. As of September 30, 2005, the fair value of the interest rate swap agreements was $1.0 million.

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Statement of Financial Accounting Standard No. 133 (“SFAS No. 133”), “Accounting for Derivative Instruments and Hedging Activities,” requires the Company to recognize all of its derivative instruments as either assets or liabilities in the consolidated balance sheet at fair value. The accounting for changes in the fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship. As of September 30, 2005, these interest rate swap agreements were not designated for hedge accounting treatment under SFAS No. 133, and as a result, changes in their fair values are classified as other assets on the Company’s balance sheet and as a reduction of interest expense on the Company’s statements of operations. For the three- and nine-month periods ended September 30, 2005, the Company recognized a reduction of $1.0 million in interest expense related to the increase in fair value of the interest rate swap agreements.

Pending accounting pronouncements

In December 2004, the FASB issued SFAS No. 123R, which replaces SFAS No. 123, and supersedes APB No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R requires that the measurement of all share-based payment transactions, including grants of employee stock options and stock purchased through an employee stock purchase plan, be recognized in the financial statements using a fair value-based method.

SFAS No. 123R is required to be implemented as of the beginning of the Company’s next fiscal year, and will therefore be effective for the Company’s first quarter of 2006. The Company anticipates an increase in non-cash stock-based compensation beginning in the first quarter of 2006 as a result of the Company’s adoption in that quarter of SFAS No. 123R, and such increases may be significant. The impact of SFAS No. 123R on the Company in 2006 and beyond will depend upon various factors, including its future compensation strategy. The pro forma compensation costs presented in the table above and in prior filings for the Company have been calculated using the Black-Scholes option pricing model and may not be indicative of the expense in future periods.

3. SEGMENT INFORMATION

The Company operates in three reportable segments: television broadcasting, radio broadcasting and outdoor advertising.

Television broadcasting

The Company owns and/or operates 48 primary television stations located primarily in the southwestern United States, consisting primarily of Univision affiliates.

Radio broadcasting

The Company owns and operates 54 radio stations (41 FM and 13 AM) located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.

Outdoor advertising

The Company owns approximately 11,100 outdoor advertising faces located primarily in Los Angeles and New York.

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Separate financial data for each of the Company’s operating segments is provided below. Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses, loss (gain) on sale of assets and non-cash stock-based compensation. There were no significant sources of revenue generated outside the United States during the three- and nine-month periods ended September 30, 2005 and 2004. The Company evaluates the performance of its operating segments based on the following (in thousands):

	Three-Month Period Ended September 30,								Nine-Month Period Ended September 30,
	2005			2004			% Change		2005			2004			% Change
Net revenue
Television	$	37,836		$	36,428		4	%	$	107,351		$	100,052		7	%
Radio		28,364			25,303		12	%		75,350			68,334		10	%
Outdoor		9,337			8,293		13	%		25,099			22,633		11	%
Consolidated		75,537			70,024		8	%		207,800			191,019		9	%
Direct operating expenses
Television		15,013			14,410		4	%		42,972			40,991		5	%
Radio		10,067			8,902		13	%		28,317			26,243		8	%
Outdoor		6,164			5,443		13	%		17,836			16,256		10	%
Consolidated		31,244			28,755		9	%		89,125			83,490		7	%
Selling, general and administrative expenses
Television		5,606			5,806		(3	)%		16,735			15,845		6	%
Radio		6,425			6,285		2	%		18,175			17,632		3	%
Outdoor		1,287			1,182		9	%		3,652			3,788		(4	)%
Consolidated		13,318			13,273		0	%		38,562			37,265		3	%
Depreciation and amortization
Television		3,904			3,460		13	%		11,448			10,585		8	%
Radio		1,955			1,811		8	%		6,496			5,688		14	%
Outdoor		5,911			5,117		16	%		16,878			16,148		5	%
Consolidated		11,770			10,388		13	%		34,822			32,421		7	%
Segment operating profit (loss)
Television		13,313			12,752		4	%		36,196			32,631		11	%
Radio		9,917			8,305		19	%		22,362			18,771		19	%
Outdoor		(4,025	)		(3,449	)	17	%		(13,267	)		(13,559	)	(2	)%
Consolidated		19,205			17,608		9	%		45,291			37,843		20	%
Corporate expenses		4,237			4,442		(5	)%		12,581			12,574		0	%
Loss (gain) on sale of assets		—			240		*			—			(3,156	)	*
Non-cash stock-based compensation		182			79		130	%		617			37		*
Operating income	$	14,786		$	12,847		15	%	$	32,093		$	28,388		13	%
Capital expenditures
Television	$	4,245		$	2,751				$	10,709		$	6,775
Radio		891			885					2,436			2,658
Outdoor		478			528					1,351			1,236
Consolidated	$	5,614		$	4,164				$	14,496		$	10,669
Total assets
Television	$	436,411		$	405,786
Radio		985,796			1,048,085
Outdoor		200,646			219,723
Assets held for sale (Radio)		69,454			4,905
Consolidated	$	1,692,297		$	1,678,499

* Percentage not meaningful.

4. LITIGATION

The Company is subject to various outstanding claims and other legal proceedings that arose in the ordinary course of business. The Company is a party to one dispute, which management does not believe is material, from plaintiffs seeking unspecified damages for certain employment-related claims. An appropriate accrual has been made in the consolidated financial statements. While the Company’s legal counsel cannot express an opinion on this matter, management believes that any liability of the Company that may

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arise out of or with respect to this matter will not materially adversely affect the financial position, results of operations or cash flows of the Company.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a diversified Spanish-language media company with a unique portfolio of television, radio and outdoor advertising assets, reaching approximately 75% of all Hispanics in the United States. We operate in three reportable segments: television broadcasting, radio broadcasting and outdoor advertising. Our net revenue for the three-month period ended September 30, 2005 was $75.5 million. Of that amount, revenue generated by our television segment accounted for 50%, revenue generated by our radio segment accounted for 38% and revenue generated by our outdoor segment accounted for 12%.

As of the date of filing this report, we own and/or operate 48 primary television stations that are located primarily in the southwestern United States. We own and operate 54 radio stations (41 FM and 13 AM) located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas. Our outdoor advertising segment consists of approximately 11,100 advertising faces located primarily in Los Angeles and New York.

The comparability of our results between 2005 and 2004 is affected by acquisitions and dispositions in those periods. In those years, we primarily acquired new media properties in markets where we already owned existing media properties. While new media properties contribute to the financial results of their markets, we do not attempt to measure their effect as they typically are integrated into existing operations.

We generate revenue from sales of national and local advertising time on television and radio stations and advertising on our billboards. Advertising rates are, in large part, based on each medium’s ability to attract audiences in demographic groups targeted by advertisers. We recognize advertising revenue when commercials are broadcast and when outdoor advertising services are provided. We do not obtain long-term commitments from our advertisers and, consequently, they may cancel, reduce or postpone orders without penalties. We pay commissions to agencies for local, regional and national advertising. For contracts directly with agencies, we record net revenue from these agencies. Seasonal revenue fluctuations are common in the broadcasting and outdoor advertising industries and are due primarily to variations in advertising expenditures by both local and national advertisers.

Our primary expenses are employee compensation, including commissions paid to our sales staffs and national representative firms, as well as expenses for marketing, promotion and selling, technical, local programming, engineering, leasing and general and administrative. Our local programming costs for television consist primarily of costs related to producing a local newscast in most of our markets.

Highlights

Despite a relatively difficult general advertising environment, we experienced solid growth in all of our segments for the third quarter of 2005, with net revenue of $75.5 million. Our television segment had another solid quarter, contributing $37.8 million in net revenue, as we continued to sustain solid ratings across our station group. We launched an aggressive local sales initiative in 2004, and as a result, local advertising revenue growth has exceeded national advertising revenue growth in each quarter of 2005. Our television results were driven by continued growth in our top advertising categories, including automotive, services, healthcare and media.

We were particularly pleased with the success of our TeleFutura group in the third quarter of 2005. TeleFutura is now competing with Telemundo to be the second-ranked Spanish-language station in several of our markets, behind our top-ranked Univision affiliates in those markets. Revenue from our TeleFutura stations in the third quarter of 2005 increased by 38% over the third quarter of 2004. Although this contribution is still relatively small compared to our overall television revenue, we believe that it is an important source of future growth for our company. In the first quarter of 2005, we launched new TeleFutura affiliates in the two important border markets of McAllen and Laredo, Texas, giving us Univision-TeleFutura duopolies in 18 of our 23 television markets.

In addition, in June 2005, certain of our Mexican affiliates acquired all of the outstanding capital stock of the television licensee of XHRIO-TV in Matamoros, Tamaulipas, Mexico, serving the McAllen, Texas market, as well as substantially all of the assets related to such station, and we provide the programming and related services to the station under a time brokerage arrangement. In August 2005, XHRIO-TV was launched as a Fox affiliate, which we expect to complement our existing media properties, including our Univision and TeleFutura affiliates, and to further expand our reach among key young adult demographic groups in that market.

Our radio segment also had a solid third quarter of 2005, contributing $28.4 million in net revenue as we concentrated our efforts on local sales, which constituted 77% of our radio segment’s total revenue for the third quarter of 2005. Early in 2004 we successfully completed the relocation of our radio network headquarters to Los Angeles and consolidated our outdoor division’s corporate offices in that same facility. This move has based our radio division in the nation’s largest Hispanic market, and its proximity to our outdoor division has increased opportunities for cross-selling and cross-promotion between these two segments.

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During 2004 we completed the divestiture of non-core radio stations in Chicago and Fresno, two markets where we did not see the opportunity to grow to scale and build out full clusters. In addition, in July 2005 we entered into a definitive agreement to sell KLOK-AM and KBRG-FM, serving the San Francisco/San Jose market, to Univision. The sale of these properties, along with the disposition of a non-core AM radio station in Dallas, allows us to redeploy capital to markets with greater growth and earning potential. In October 2004, we acquired an FM radio station in the Sacramento, California market, which increased our cluster to four stations in this important U.S. Hispanic market. In February 2005, we acquired radio station KAIQ-FM in the Lubbock, Texas market, giving us one FM and one AM radio station in the Lubbock market in addition to our Univision affiliate.

We believe that we have made great strides over the past year by restructuring our radio programming department, including the appointment of a new vice president of programming. In total, we changed the formats of 13 of our radio stations in ten markets, with six of those stations in five markets successfully switching to our “Super Estrella” format, a pop and alternative Spanish-rock format that provides a musical home for young Hispanics. In October, we launched a new format in five markets, “José: Toca lo que Quiere” (“plays what he wants”), featuring a mix of Spanish-language adult contemporary hits from the 1970s through the present, that targets Hispanic adults ages 25-54.

Our outdoor segment contributed $9.3 million in net revenue for the third quarter of 2005 and continued to build upon the momentum established during the second half of 2004 by posting a fifth consecutive quarter of solid revenue growth. We attribute the improvement in our outdoor business to several internal factors. During the first half of 2004, we replaced the head of our outdoor division as well as senior sales management in New York, Los Angeles and Chicago in order to execute a more aggressive sales strategy. We also initiated a maintenance program during the first half of 2004 to upgrade the quality of our 8- and 30-sheet poster inventory in New York, which we believe helped to bolster advertisers’ interest in our posters.

In addition, in April 2005 we entered into a three-year agreement with the City of Sacramento to sell advertising on the city’s buses that we believe will create opportunities to provide broader coverage for national advertisers. Looking ahead, we believe that the momentum that has been created in our outdoor segment will continue into 2006.

We also took key steps in 2004 and 2005 toward improving our capital structure. In 2004, we converted all of our Series U preferred stock held by Univision into shares of our new Class U common stock and repurchased all of our Series A mandatorily redeemable convertible preferred stock, so that by the end of 2004 we had no preferred stock outstanding. In 2005, we refinanced our former $400 million bank credit facility and completed a tender offer for our $225 million senior subordinated notes with the proceeds from a new $650 million senior secured bank credit facility. We entered into three interest rate swap agreements, with a $500 million aggregate notional amount, that converted our $500 million floating rate term loan into a fixed rate obligation at a rate of 5.96% for a five-year period. In addition, upon the closing of our pending sale of radio stations KBRG-FM and KLOK-AM to Univision, we currently expect to acquire shares of our Class U common stock held by Univision for the full amount of the purchase price in that transaction.

Acquisitions and Dispositions

In February 2005, we acquired the assets of radio station KAIQ-FM in the Lubbock, Texas market for approximately $1.7 million. Also in February 2005, we acquired the assets of television stations KVTF-CA and KTFV-CA in the McAllen, Texas market and television station KETF-CA in the Laredo, Texas market, for an aggregate of approximately $3.8 million.

In June 2005, certain of our Mexican affiliates acquired all of the outstanding capital stock of the television licensee of XHRIO-TV in Matamoros, Tamaulipas, Mexico, serving the McAllen, Texas market, as well as substantially all of the assets related to such station, for an aggregate of approximately $13.2 million. In August 2005, XHRIO-TV was launched as a Fox affiliate in that market.

In July 2005, we entered into a definitive agreement to sell the assets of radio stations KBRG-FM and KLOK-AM, serving the San Francisco/San Jose, California market, to Univision for $90 million. It is currently anticipated that Univision will pay the full amount of the purchase price in the form of shares of our Class U common stock held by Univision. This transaction is currently expected to close during the first quarter of 2006.

Relationship with Univision

Univision currently owns approximately 30% of our common stock on a fully-converted basis. In connection with its merger with Hispanic Broadcasting Corporation in September 2003, Univision entered into an agreement with the U.S. Department of Justice (“DOJ”), pursuant to which Univision agreed, among other things, to ensure that its percentage ownership of our company will not exceed 15% by March 26, 2006 and 10% by March 26, 2009.

Also pursuant to Univision’s agreement with the DOJ, in September 2003 Univision exchanged all of its shares of our Class A and Class C common stock that it previously owned for shares of our Series U preferred stock. The Series U preferred stock was mandatorily convertible into common stock when and if we created a new class of common stock that generally had the same rights, preferences, privileges and restrictions as the Series U preferred stock (other than the nominal liquidation preference). Our

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stockholders approved the creation of such a new class of common stock, our Class U common stock, during the second quarter of 2004, and the shares of our Series U preferred stock held by Univision were converted into 36,926,600 shares of our new Class U common stock effective as of July 1, 2004. Neither the original exchange of Univision’s Class A and Class C common for our Series U preferred stock, nor the subsequent conversion of such Series U preferred stock into our new Class U common stock, changed Univision’s overall equity interest in our company, nor did either have any impact on our existing television station affiliation agreements with Univision.

The Class U common stock has limited voting rights and does not include the right to elect directors. However, as the holder of all of our issued and outstanding Class U common stock, Univision currently has the right to approve any merger, consolidation or other business combination involving our company, any dissolution of our company and any assignment of the Federal Communications Commission, or FCC, licenses for any of our company’s Univision-affiliated television stations. Each share of Class U common stock is automatically convertible into one share (subject to adjustment for stock splits, dividends or combinations) of our Class A common stock in connection with any transfer to a third party that is not an affiliate of Univision.

Univision acts as our exclusive sales representative for the sale of all national advertising aired on Univision-affiliate television stations. During the nine-month periods ended September 30, 2005 and 2004, the amount paid by us to Univision in this capacity was $7.1 and $7.0 million, respectively.

In July 2005, we entered into a definitive agreement to sell the assets of radio stations KBRG-FM and KLOK-AM, serving the San Francisco/San Jose, California market, to Univision for $90 million. It is currently anticipated that Univision will pay the full amount of the purchase price in the form of shares of our Class U common stock held by Univision. This transaction is currently expected to close during the first quarter of 2006, and is currently expected to reduce Univision’s percentage ownership in our company to approximately 20%, based on our current capital structure and subject to the price of our Class A common stock at the closing of the transaction.

In September 2005, we entered into an agreement with Univision under which we have agreed, at Univision’s request, to sell in an underwritten public offering up to a specified number of shares of our Class A common stock previously registered with the Securities and Exchange Commission (“SEC”), and concurrently with the consummation of that public offering, to repurchase the same number of shares of our Class U common stock owned by Univision, for an amount equal to the gross proceeds of the offering minus underwriting discounts and commissions (the “Sale Transaction”). Under this agreement, Univision has agreed to refrain from exercising any right to demand the registration of the sale of such common stock provided to it under an investor rights agreement, as amended, between Univision, the other stockholders named therein and us until a period of time after giving notice to us of its request to consummate a Sale Transaction.

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Three- and Nine-Month Periods Ended September 30, 2005 and 2004

The following table sets forth selected data from our operating results for the three- and nine-month periods ended September 30, 2005 and 2004 (in thousands):

	Three-Month Period Ended September 30,						% Change		Nine-Month Period Ended September 30,						% Change
	2005			2004					2005			2004
Statements of Operations Data:
Net revenue	$	75,537		$	70,024		8	%	$	207,800		$	191,019		9	%
Direct operating expenses		31,244			28,755		9	%		89,125			83,490		7	%
Selling, general and administrative expenses		13,318			13,273		0	%		38,562			37,265		3	%
Corporate expenses		4,237			4,442		(5	)%		12,581			12,574		0	%
Loss (gain) on sale of assets		—			240		*			—			(3,156	)	*
Non-cash stock-based compensation		182			79		130	%		617			37		*
Depreciation and amortization		11,770			10,388		13	%		34,822			32,421		7	%
		60,751			57,177		6	%		175,707			162,631		8	%
Operating income		14,786			12,847		15	%		32,093			28,388		13	%
Interest expense		(7,796	)		(6,893	)	13	%		(24,512	)		(20,396	)	20	%
Interest income		201			161		25	%		562			317		77	%
Loss on debt extinguishment		(27,969	)		—					(27,969	)		—
Income (loss) before income taxes		(20,778	)		6,115		*			(19,826	)		8,309		*
Income tax (expense) benefit		7,915			(3,006	)	*			6,823			(5,292	)	*
Income (loss) before equity in net earnings (loss) of nonconsolidated affiliates		(12,863	)		3,109		*			(13,003	)		3,017		*
Equity in net earnings (loss) of nonconsolidated affiliates		43			59		(27	)%		(75	)		17		*
Income (loss) before discontinued operations		(12,820	)		3,168		*			(13,078	)		3,034		*
Gain on disposal of discontinued operations		—			521		*			—			521		*
Net income (loss)	$	(12,820	)	$	3,689		*		$	(13,078	)	$	3,555		*
Other Data:
Broadcast cash flow (1)	$	30,975		$	27,996		11	%	$	80,113		$	70,264		14	%
EBITDA as adjusted (adjusted for non-cash stock-based compensation) (1)	$	26,738		$	23,554		14	%	$	67,532		$	57,690		17	%
Net cash provided by operating activities	$	14,545		$	12,989		12	%	$	28,567		$	29,609		(4	)%
Net cash provided by (used in) investing activities	$	(5,577	)	$	(17,231	)	(68	)%	$	(32,706	)	$	13,779		*
Net cash provided by (used in) financing activities	$	6,598		$	28,196		(77	)%	$	6,207		$	(26,353	)	*
Capital asset and intangible expenditures	$	5,584		$	4,102		36	%	$	32,750		$	10,915		200	%

* Percentage not meaningful.

(1) Broadcast cash flow means operating income (loss) before corporate expenses, loss (gain) on sale of assets, depreciation and amortization and non-cash stock-based compensation. EBITDA as adjusted means broadcast cash flow less corporate expenses. We use the term EBITDA as adjusted because that measure does not include non-cash stock-based compensation. We evaluate and project the liquidity and cash flows of our business using several measures, including broadcast cash flow and EBITDA as adjusted. We consider these measures as important indicators of liquidity relating to our operations, as they eliminate the effects of non-cash gain (loss) on sale of assets, non-cash depreciation and amortization and non-cash stock-based compensation awards. We use these measures to evaluate liquidity and cash flow improvement from year to year as they eliminate non-cash expense items. We believe that our investors should use these measures because they may provide a better comparability of our liquidity to that of our competitors.

Our calculation of EBITDA as adjusted included herein is substantially similar to the measures used in the financial covenants included in our bank credit facility, where EBITDA as adjusted is referred to as “consolidated adjusted EBITDA”. Under our bank credit facility, our ratio of consolidated total debt minus cash, up to a maximum of $20 million, to consolidated adjusted EBITDA may not exceed 7.5 to 1 on a pro forma basis for the prior full four quarters. The actual ratios of net indebtedness to consolidated adjusted EBITDA were as follows (in each case as of September 30): 2005, 5.4 to 1; 2004, 6.2 to 1. We entered into our new bank credit facility in September 2005 so we were not subject to the same calculations and covenants in prior years. For consistency of presentation, however, the foregoing historical ratios assume that our current definitions had been applied for all periods.

While we and many in the financial community consider broadcast cash flow and EBITDA as adjusted to be important, they should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income and net income. In addition, our definitions of broadcast cash flow and EBITDA as adjusted differ from those of many companies reporting similarly named measures.

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Broadcast cash flow and EBITDA as adjusted are non-GAAP measures. The most directly comparable GAAP financial measure to each of broadcast cash flow and EBITDA as adjusted is net income (loss). A reconciliation of these non-GAAP measures to net income (loss) follows (in thousands):

	Three-Month Period Ended September 30,						Nine-Month Period Ended September 30,
	2005			2004			2005			2004
Broadcast cash flow	$	30,975		$	27,996		$	80,113		$	70,264
Corporate expenses		4,237			4,442			12,581			12,574
EBITDA as adjusted		26,738			23,554			67,532			57,690
Loss (gain) on sale of assets		—			240			—			(3,156	)
Non-cash stock-based compensation		182			79			617			37
Depreciation and amortization		11,770			10,388			34,822			32,421
Operating income		14,786			12,847			32,093			28,388
Interest expense		(7,796	)		(6,893	)		(24,512	)		(20,396	)
Interest income		201			161			562			317
Loss on debt extinguishment		(27,969	)		—			(27,969	)		—
Income (loss) before income taxes		(20,778	)		6,115			(19,826	)		8,309
Income tax (expense) benefit		7,915			(3,006	)		6,823			(5,292	)
Income (loss) before equity in net earnings (loss) of nonconsolidated affiliates		(12,863	)		3,109			(13,003	)		3,017
Equity in net earnings (loss) of nonconsolidated affiliates		43			59			(75	)		17
Income (loss) before discontinued operations		(12,820	)		3,168			(13,078	)		3,034
Gain on disposal of discontinued operations		—			521			—			521
Net income (loss)	$	(12,820	)	$	3,689		$	(13,078	)	$	3,555

Consolidated Operations

Net Revenue. Net revenue increased to $75.5 million for the three-month period ended September 30, 2005 from $70.0 million for the three-month period ended September 30, 2004, an increase of $5.5 million. The overall increase came mainly from our television and radio segments, which together accounted for an increase of $4.5 million. The increase from these segments was primarily attributable to an increase in advertising rates and increased advertising sold (referred to as “inventory” in our industry), as well as revenue associated with radio station KBMB-FM acquired in the second half of 2004 and radio station KDLD-FM/KDLE-FM. The remaining $1.0 million of the increase came from our outdoor segment and was primarily attributable to an increase in advertising rates and higher occupancy, as well as revenue associated with the expansion of our outdoor division in Sacramento.

Net revenue increased to $207.8 million for the nine-month period ended September 30, 2005 from $191.0 million for the nine-month period ended September 30, 2004, an increase of $16.8 million. Excluding the net revenue contributed during the nine-month period ended September 30, 2004 by our radio stations in Chicago and Fresno that we sold in the first half of 2004, net revenue would have increased by $17.4 million during the nine-month period ended September 30, 2005. The overall increase came mainly from our television and radio segments, which together accounted for an increase of $14.3 million. The increase from these segments was primarily attributable to an increase in advertising rates and increased advertising sold, as well as revenue associated with radio station KBMB-FM acquired in the second half of 2004 and radio station KDLD-FM/KDLE-FM. The remaining $2.5 million of the increase came from our outdoor segment and was primarily attributable to an increase in advertising rates.

We currently anticipate that the number of advertisers purchasing Spanish-language advertising will continue to rise and will result in greater demand for our inventory. We expect that this increased demand will, in turn, allow us to continue to increase our rates, resulting in continued increases in net revenue in future periods.

Direct Operating Expenses. Direct operating expenses increased to $31.2 million for the three-month period ended September 30, 2005 from $28.8 million for the three-month period ended September 30, 2004, an increase of $2.4 million. The overall increase came mainly from our television and radio segments, which together accounted for $1.7 million of the increase. The increase from these segments was primarily attributable to an increase in commissions and other sales-related expenses associated with the increase in net revenue and an increase in salaries, as well as expenses associated with radio station KBMB-FM acquired in the second half of 2004 and radio station KDLD-FM/KDLE-FM. The overall increase also came from an increase in outdoor direct operating expenses, which accounted for $0.7 million of the overall increase. This increase in the outdoor segment was primarily attributable to higher lease rents for our billboard locations and expenses associated with the expansion of our outdoor division in Sacramento. As a percentage of net revenue, direct operating expenses remained the same at 41% for the three-month periods ended September 30, 2005 and September 30, 2004.

Direct operating expenses increased to $89.1 million for the nine-month period ended September 30, 2005 from $83.5 million for the nine-month period ended September 30, 2004, an increase of $5.6 million. Excluding the direct operating expenses incurred during the nine-month period ended September 30, 2004 by our radio stations in Chicago and Fresno that we sold in the first half of 2004, direct operating expenses would have increased by $6.0 million during the nine-month period ended September 30, 2005. The overall increase came mainly from our television and radio segments, which together accounted for $4.0 million of the increase. The increase from these segments was primarily attributable to an increase in commissions and other sales-related expenses associated with the increase in net revenue, an increase in salaries and an increase in news production costs due to the expansion of our newscast

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operations in the San Diego market, as well as expenses associated with radio station KBMB-FM acquired in the second half of 2004 and radio station KDLD-FM/KDLE-FM. The overall increase also came from an increase in outdoor direct operating expenses, which accounted for $1.6 million of the overall increase. This increase in the outdoor segment was primarily attributable to higher lease rents for our billboard locations and expenses associated with the expansion of our outdoor division in Sacramento. As a percentage of net revenue, direct operating expenses decreased to 43% for the nine-month period ended September 30, 2005 from 44% for the nine-month period ended September 30, 2004. Direct operating expenses as a percentage of net revenue decreased because direct operating expense increases were outpaced by increases in net revenue.

We currently anticipate that, as our net revenue increases in future periods, our direct operating expenses correspondingly will continue to increase. However, we expect that net revenue increases will continue to outpace direct operating expense increases such that direct operating expenses as a percentage of net revenue will continue to decrease in future periods.

Selling, General and Administrative Expenses. Selling, general and administrative expenses were $13.3 million for each of the three-month periods ended September 30, 2005 and 2004. We experienced increased expenses, primarily attributable to expenses associated with radio station KBMB-FM acquired by us in the second half of 2004, radio station KDLD-FM/KDLE-FM and salaries, that were offset by a decrease in bad debt expense. As a percentage of net revenue, selling, general and administrative expenses decreased to 18% for the three-month period ended September 30, 2005 from 19% for the three-month period ended September 30, 2004. Selling, general and administrative expenses as a percentage of net revenue decreased because selling, general and administrative expenses were constant while net revenue increased.

Selling, general and administrative expenses increased to $38.6 million for the nine-month period ended September 30, 2005 from $37.3 million for the nine-month period ended September 30, 2004, an increase of $1.3 million. Excluding the selling, general and administrative expenses incurred during the nine-month period ended September 30, 2004 by our radio stations in Chicago and Fresno that we sold in the first half of 2004, selling, general and administrative expenses would have increased by $1.6 million during the nine-month period ended September 30, 2005. The increase was primarily attributable to a one-time recovery of prior year expenses of $1.0 million in accordance with the terms of an amendment to our marketing and sales agreement with Univision, expenses associated with radio station KBMB-FM acquired by us in the second half of 2004, radio station KDLD-FM/KDLE-FM and an increase in salaries, partially offset by a decrease in bad debt expense. As a percentage of net revenue, selling, general and administrative expenses decreased to 19% for the nine-month period ended September 30, 2005 from 20% for the nine-month period ended September 30, 2004. Selling, general and administrative expenses as a percentage of net revenue decreased because selling, general and administrative expense increases were outpaced by increases in net revenue.

Although we currently anticipate that selling, general and administrative expenses will increase in future periods, we expect that net revenue increases will outpace any selling, general and administrative expense increases such that selling, general and administrative expenses as a percentage of net revenue will continue to decrease in future periods.

Corporate Expenses. Corporate expenses decreased to $4.2 million for the three-month period ended September 30, 2005 from $4.4 million for the three-month period ended September 30, 2004, a decrease of $0.2 million. The decrease was mainly attributable to higher legal expenses related to financing the repurchase of our Series A preferred stock in the prior year, partially offset by higher wages and expenses associated with our compliance with the Sarbanes-Oxley Act of 2002, including internal controls, in the current year. As a percentage of net revenue, corporate expenses remained the same at 6% for the three-month periods ended September 30, 2005 and September 30, 2004.

Corporate expenses were $12.6 million for the each of the nine-month periods ended September 30, 2005 and 2004. We experienced increased expenses, primarily attributable to higher wages and expenses associated with our compliance with the Sarbanes-Oxley Act of 2002, including internal controls, that were offset by higher legal expenses related to financing the repurchase of our Series A preferred stock in the prior year. As a percentage of net revenue, corporate expenses decreased to 6% for the nine-month period ended September 30, 2005 from 7% for the nine-month period ended September 30, 2004. Corporate expenses as a percentage of net revenue decreased because corporate expenses were constant, while net revenue increased.

We currently anticipate that corporate expenses will continue to increase in future periods, primarily due to higher expenses associated with our compliance with the Sarbanes-Oxley Act of 2002. Nevertheless, we expect that these increases will be outpaced by net revenue increases such that corporate expenses as a percentage of net revenue will decrease in future periods.

Gain on Sale of Assets. The gain on sale of assets of $3.2 million for the nine-month period ended September 30, 2004 was primarily due to the sale of the assets of radio stations WRZA-FM, WSCH-FM and WNDZ-AM in the Chicago, Illinois market and KZFO-FM in the Fresno, California market.

Depreciation and Amortization. Depreciation and amortization increased to $11.8 million for the three-month period ended September 30, 2005 from $10.4 million for the three-month period ended September 30, 2004, an increase of $1.4 million. Depreciation and amortization increased to $34.8 million for the nine-month period ended September 30, 2005 from $32.4 million for the nine-month period ended September 30, 2004, an increase of $2.4 million. The increases for the three- and nine-month periods

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ended September 30, 2005, were primarily due to additional depreciation on digital capital expenditures, additional depreciation and amortization relating to the acquisition of radio station KBMB-FM in the second half of 2004 and higher depreciation on a few billboards to be abandoned in New York.

Non-Cash Stock-Based Compensation. Non-cash stock-based compensation was $0.2 million for the three-month period ended September 30, 2005 compared to $0.1 million for the three-month period ended September 30, 2004, an increase of $0.1 million. Non-cash stock-based compensation was $0.6 million for the nine-month period ended September 30, 2005 compared to $0 for the nine-month period ended September 30, 2004, an increase of $0.6 million. The increases for the three- and nine-month periods ended September 30, 2005, were primarily due to stock option grants to non-employees in the second half of 2004 and the first quarter of 2005. Non-cash stock-based compensation consists of non-employee stock option awards.

We believe that the acceleration of vesting of the approximately 0.3 million options granted to non-employees will accelerate approximately $0.6 million of non-cash stock-based compensation expense into the fourth quarter of 2005 that otherwise would have been recognized over the next four years. We also anticipate an increase in non-cash stock-based compensation beginning in the first quarter of 2006 as a result of our adoption in that quarter of Statement of Financial Accounting Standards (“SFAS”) No. 123 (Revised 2004), “Share-Based Payment” (“SFAS 123R”). Please see “Pending Accounting Pronouncements” below.

Operating Income. As a result of the above factors, operating income increased to $14.8 million for the three-month period ended September 30, 2005 from $12.8 million for the three-month period ended September 30, 2004, an increase of $2.0 million. As a result of the above factors, operating income increased to $32.1 million for the nine-month period ended September 30, 2005 from $28.4 million for the nine-month period ended September 30, 2004, an increase of $3.7 million.

Interest Expense. Interest expense increased to $7.8 million for the three-month period ended September 30, 2005 from $6.9 million for the three-month period ended September 30, 2004, an increase of $0.9 million. The increase was primarily attributable to additional borrowings under our bank credit facility to finance the repurchase of all of our Series A mandatorily redeemable convertible preferred stock during the third quarter of 2004 and increasing interest rates, partially offset by a $1.0 million reduction related to the increase in fair value of our interest rate swap agreements.

Interest expense increased to $24.5 million for the nine-month period ended September 30, 2005 from $20.4 million for the nine-month period ended September 30, 2004, an increase of $4.1 million. The increase was primarily attributable to additional borrowings under our bank credit facility to finance the repurchase of all of our Series A mandatorily redeemable convertible preferred stock during the third quarter of 2004 and increasing interest rates, partially offset by a $1.0 million reduction related to the increase in fair value of our interest rate swap agreements.

We entered into three interest rate swap agreements with a $500.0 million aggregate notional amount that expire on October 1, 2010. These interest rate swap agreements convert the variable rate term loan into a fixed rate obligation of 5.96%.

Loss on debt extinguishment. Loss on debt extinguishment was $28.0 million for the three- and nine-month periods ended September 30, 2005. The loss on debt extinguishment was primarily attributable to the premium that we paid upon the completion of the tender for our $225 million senior subordinated notes, the extinguishment of the costs associated with those notes, the extinguishment of the costs associated with our former $400 million bank credit facility and a portion of the fees associated with our new $650 million senior secured bank credit facility.

Income Tax Expense. Our expected tax rate is approximately 40% of pre-tax income or loss, adjusted for permanent tax differences. Our tax benefit was primarily due to the loss on debt extinguishment, which created a net loss for the three- and nine-month periods ended September 30, 2005. Our tax benefit was less than the expected 40% of the pre-tax income because of foreign income taxes, state franchise taxes and the non-deductible portion of meals and entertainment. We currently have approximately $131 million in net operating loss carryforwards expiring through 2023 that we expect will be utilized prior to their expiration.

Segment Operations

Television

Net Revenue. Net revenue in our television segment increased to $37.8 million for the three-month period ended September 30, 2005 from $36.4 million for the three-month period ended September 30, 2004, an increase of $1.4 million. Of the overall increase, $1.0 million came from our Univision stations and $0.4 million came from our other stations. The overall increase was attributable to an increase in local advertising sales, primarily due to an increase in inventory sold.

Net revenue in our television segment increased to $107.4 million for the nine-month period ended September 30, 2005 from $100.1 million for the nine-month period ended September 30, 2004, an increase of $7.3 million. Of the overall increase, $6.1 million came from our Univision stations and $1.2 million came from our other stations. The overall increase was attributable to an increase in local advertising sales due to a combination of an increase in rates and inventory sold.

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Direct Operating Expenses. Direct operating expenses in our television segment increased to $15.0 million for the three-month period ended September 30, 2005 from $14.4 million for the three-month period ended September 30, 2004, an increase of $0.6 million. The increase was primarily attributable to an increase in commissions associated with the increase in net revenue and an increase in salaries.

Direct operating expenses in our television segment increased to $43.0 million for the nine-month period ended September 30, 2005 from $41.0 million for the nine-month period ended September 30, 2004, an increase of $2.0 million. The increase was primarily attributable to an increase in commissions associated with the increase in net revenue, an increase in salaries and an increase in news production costs due to the expansion of our newscast operations in the San Diego market.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our television segment decreased to $5.6 million for the three-month period ended September 30, 2005 from $5.8 million for the three-month period ended September 30, 2004, a decrease of $0.2 million. The decrease was primarily attributable to a decrease in bad debt expense, partially offset by an increase in salaries.

Selling, general and administrative expenses in our television segment increased to $16.7 million for the nine-month period ended September 30, 2005 from $15.8 million for the nine-month period ended September 30, 2004, an increase of $0.9 million. The increase was primarily attributable to a one-time recovery of prior year expenses of $1.0 million in accordance with the terms of an amendment to our marketing and sales agreement with Univision. Additionally, selling, general and administrative expenses increased due to an increase in salaries, partially offset by a decrease in bad debt expense.

Radio

Net Revenue. Net revenue in our radio segment increased to $28.4 million for the three-month period ended September 30, 2005 from $25.3 million for the three-month period ended September 30, 2004, an increase of $3.1 million. The increase was primarily attributable to an increase in local advertising rates, as well as revenue associated with radio station KBMB-FM acquired by us in the second half of 2004 and radio station KDLD-FM/KDLE-FM.

Net revenue in our radio segment increased to $75.4 million for the nine-month period ended September 30, 2005 from $68.3 million for the nine-month period ended September 30, 2004, an increase of $7.1 million. Excluding the net revenue contributed during the nine-month period ended September 30, 2004 by our radio stations in Chicago and Fresno that we sold in the first half of 2004, net revenue would have increased by $7.6 million during the nine-month period ended September 30, 2005. The increase was primarily attributable to an increase in local advertising rates, as well as revenue associated with radio station KBMB-FM acquired by us in the second half of 2004 and radio station KDLD-FM/KDLE-FM.

Direct Operating Expenses. Direct operating expenses in our radio segment increased to $10.1 million for the three-month period ended September 30, 2005 from $8.9 million for the three-month period ended September 30, 2004, an increase of $1.2 million. The increase was primarily attributable to an increase in commissions and other sales-related expenses associated with the increase in net revenue, as well as expenses associated with radio station KBMB-FM acquired by us in the second half of 2004 and radio station KDLD-FM/KDLE-FM.

Direct operating expenses in our radio segment increased to $28.3 million for the nine-month period ended September 30, 2005 from $26.2 million for the nine-month period ended September 30, 2004, an increase of $2.1 million. Excluding the expenses incurred during the nine-month period ended September 30, 2004 by our radio stations in Chicago and Fresno that we sold in the first half of 2004, direct operating expenses would have increased $2.4 million during the nine-month period ended September 30, 2005. The increase was primarily attributable to an increase in commissions and other sales-related expenses associated with the increase in net revenue, as well as expenses associated with radio station KBMB-FM acquired by us in the second half of 2004 and radio station KDLD-FM/KDLE-FM.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our radio segment increased to $6.4 million for the three-month period ended September 30, 2005 from $6.3 million for the three-month period ended September 30, 2004, an increase of $0.1 million. The increase was primarily attributable to an increase in salaries, as well as expenses associated with radio station KBMB-FM acquired by us in the second half of 2004 and radio station KDLD-FM/KDLE-FM.

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Selling, general and administrative expenses in our radio segment increased to $18.2 million for the nine-month period ended September 30, 2005 from $17.6 million for the nine-month period ended September 30, 2004, an increase of $0.6 million. Excluding the expenses incurred during the nine-month period ended September 30, 2004 by our radio stations in Chicago and Fresno that we sold in the first half of 2004, selling, general and administrative expenses would have increased $0.8 million during the nine-month period ended September 30, 2005. The increase was primarily attributable to expenses associated with radio station KBMB-FM acquired by us in the second half of 2004 and radio station KDLD-FM/KDLE-FM.

Outdoor

Net Revenue. Net revenue in our outdoor segment increased to $9.3 million for the three-month period ended September 30, 2005 from $8.3 million for the three-month period ended September 30, 2004, an increase of $1.0 million. The increase was primarily attributable to an increase in advertising rates and higher occupancy, as well as revenue associated with the expansion of our outdoor division in Sacramento.

Net revenue in our outdoor segment increased to $25.1 million for the nine-month period ended September 30, 2005 from $22.6 million for the nine-month period ended September 30, 2004, an increase of $2.5 million. The increase was attributable to an increase in advertising rates, as well as revenue associated with the expansion of our outdoor division in Sacramento.

Direct Operating Expenses. Direct operating expenses in our outdoor segment increased to $6.2 million for the three-month period ended September 30, 2005 from $5.4 million for the three-month period ended September 30, 2004, an increase of $0.8 million. The increase was primarily attributable to higher lease rents for our billboard locations and expenses associated with the expansion of our outdoor division in Sacramento.

Direct operating expenses in our outdoor segment increased to $17.8 million for the nine-month period ended September 30, 2005 from $16.3 million for the nine-month period ended September 30, 2004, an increase of $1.5 million. The increase was primarily attributable to higher lease rents for our billboard locations and expenses associated with the expansion of our outdoor division in Sacramento.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our outdoor segment increased to $1.3 million for the three-month period ended September 30, 2005 from $1.2 million for the three-month period ended September 30, 2004, an increase of $0.1 million. The increase was primarily attributable to expenses associated with the expansion of our outdoor division in Sacramento.

Selling, general and administrative expenses in our outdoor segment decreased to $3.7 million for the nine-month period ended September 30, 2005 from $3.8 million for the nine-month period ended September 30, 2004, a decrease of $0.1 million. The decrease was primarily attributable to severance amounts paid to the former president of our outdoor division in 2004, partially offset by additional expenses associated with the expansion of our outdoor division in Sacramento.

Liquidity and Capital Resources

We have a history of generating significant positive cash flow from our operations. We expect to fund anticipated cash requirements (including acquisitions, anticipated capital expenditures and payments of principal and interest on outstanding indebtedness) with cash on hand, cash flows from operations and externally generated funds, such as proceeds from any debt or equity offering and our bank credit facility. We currently anticipate that funds generated from operations and available borrowings under our bank credit facility will be sufficient to meet our anticipated cash requirements for the foreseeable future.

During 2005, we refinanced our former $400 million bank credit facility and completed a tender offer for our $225 million senior subordinated notes with the proceeds from a new $650 million senior secured bank credit facility.

Bank Credit Facility

In September 2005, we refinanced our former bank credit facility with a new $650 million senior secured bank credit facility consisting of a 7  ¹/2-year $500 million term loan and a 6  ¹/2-year $150 million revolving facility. The term loan under the new bank credit facility has been drawn in full, the proceeds of which were used (i) to refinance outstanding borrowings under our former bank credit facility, (ii) to complete a tender offer for our previously outstanding $225 million senior subordinated notes, and (iii) for general corporate purposes.

The term loan matures in 2013 and is subject to automatic quarterly reductions of $1.25 million starting on January 1, 2006. The revolving facility expires in 2012. Our ability to make additional borrowings under the bank credit facility is subject to compliance with certain financial covenants, including financial ratios, and other conditions set forth in the bank credit facility.

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Our bank credit facility is secured by substantially all of our assets, as well as the pledge of the stock of substantially all of our subsidiaries, including our special purpose subsidiary formed to hold our FCC licenses.

The term loan bears interest at LIBOR plus a margin of 1.50%, for a total interest rate of 5.34% at September 30, 2005. In September 2005, we entered into three interest rate swap agreements with a $500.0 million aggregate notional amount that expire on October 1, 2010. These interest rate swap agreements convert our variable rate term loan into a fixed rate obligation of 5.96%. Under the interest rate swap contracts, we make fixed-rate interest payments and receive interest payments based on LIBOR. As of September 30, 2005, these interest rate swap agreements were not designated for hedge accounting treatment under SFAS 133, and as a result, changes in their fair values are reflected currently in earnings. At September 30, 2005, the fair value of the interest rate swap agreements was $1.0 million and is classified as other assets on our balance sheet. For the three- and nine- month periods ended September 30, 2005, we recognized a reduction of $1.0 million in interest expense related to the increase in fair value of the interest rate swap agreements. The revolving facility bears interest at LIBOR plus a margin ranging from 1% to 2% based on our leverage. In addition, we pay a quarterly unused commitment fee ranging from 0.25% to 0.50% per annum, depending on the level of facility usage. As of September 30, 2005, $500 million was outstanding under our bank credit facility and $147 million was available under the revolving facility for future borrowings. We had approximately $3 million in outstanding letters of credit as of that date, which reduced the amount otherwise available for future borrowings.

Our bank credit facility contains customary events of default. If an event of default occurs and is continuing, we might be required to repay all amounts then outstanding under the bank credit facility. Lenders holding more than 50% of the loans and commitments under the bank credit facility may elect to accelerate the maturity of loans upon the occurrence and during the continuation of an event of default.

Our bank credit facility contains a mandatory prepayment clause, triggered in the event that the proceeds of certain asset dispositions are not utilized as provided under the bank credit facility within 18 months of such disposition; insurance or condemnation proceeds are not utilized as provided under the bank credit facility within 360 days; or the proceeds from capital contributions or equity offerings are not utilized to acquire businesses or properties relating to radio, television and outdoor advertising within 360 days. In addition, if we incur certain additional indebtedness, then 100% of such proceeds must be used to reduce our outstanding loan balance; and if we have excess cash flow, as defined in our bank credit facility, in any year starting in 2006, then 75% of such excess cash flow must be used to reduce our outstanding loan balance.

Our bank credit facility contains certain financial covenants relating to maximum net debt ratio, senior net debt ratio, capital expenditures ratio and fixed charge coverage ratio. The covenants become increasingly restrictive in the later years of the bank credit facility. Our bank credit facility also requires us to maintain our FCC licenses for our broadcast properties and contains restrictions on the incurrence of additional debt, the payment of dividends, the making of acquisitions and the sale of assets over a certain limit. Additionally, we are required to enter into interest rate agreements if our leverage exceeds certain limits.

We can draw on our revolving facility without prior approval for working capital needs and for acquisitions having an aggregate maximum consideration of $25 million or less. Acquisitions having an aggregate maximum consideration of greater than $25 million but less than or equal to $100 million are conditioned upon our delivery to the agent bank of a covenant compliance certificate showing pro forma calculations assuming such acquisition had been consummated and revised revenue projections for the acquired properties. For acquisitions having an aggregate maximum consideration in excess of $100 million, consent is required from lenders holding more than 50% of the loans and commitments under the bank credit facility.

Debt and Equity Financing

On May 9, 2002, we filed a shelf registration statement with the SEC to register up to $500 million of equity and debt securities, which we may offer from time to time. That shelf registration statement has been declared effective by the SEC. We have not yet issued any securities under the shelf registration statement. We intend to use the proceeds of any issuance of securities under the shelf registration statement to fund acquisitions or capital expenditures, to reduce or refinance debt or other obligations and for general corporate purposes.

We have also entered into an agreement with Univision under which we have agreed, at Univision’s request, to sell in an underwritten public offering up to a specified number of shares of our Class A common stock previously registered with the SEC, and concurrently with the consummation of that public offering, to repurchase the same number of shares of our Class U common stock owned by Univision, for an amount equal to the gross proceeds of the offering minus underwriting discounts and commissions. Under this agreement, Univision has agreed to refrain from exercising any right to demand the registration of the sale of such common stock provided to it under an investor rights agreement, as amended, between Univision, us and the other stockholders named therein until a period of time after giving notice to us of its request to consummate a Sale Transaction.

In September 2005, we completed a tender offer for our $225 million senior subordinated notes with a portion of the proceeds of a new $650 million senior secured bank credit facility. See “Bank Credit Facility” above.

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Broadcast Cash Flow and EBITDA as Adjusted

Broadcast cash flow (as defined below) increased to $31.0 million for the three-month period ended September 30, 2005 from $28.0 million for the three-month period ended September 30, 2004, an increase of $3.0 million, or 11%. As a percentage of net revenue, broadcast cash flow increased to 41% for the three-month period ended September 30, 2005 from 40% for the three-month period ended September 30, 2004.

Broadcast cash flow increased to $80.1 million for the nine-month period ended September 30, 2005 from $70.3 million for the nine-month period ended September 30, 2004, an increase of $9.8 million, or 14%. As a percentage of net revenue, broadcast cash flow increased to 39% for the nine-month period ended September 30, 2005 from 37% for the nine-month period ended September 30, 2004.

We currently anticipate that broadcast cash flow will continue to increase in future periods, both in absolute dollars and as a percentage of net revenue, as we believe that net revenue increases will continue to outpace increases in direct operating and selling, general and administrative expenses.

EBITDA as adjusted (as defined below) increased to $26.7 million for the three-month period ended September 30, 2005 from $23.6 million for the three-month period ended September 30, 2004, an increase of $3.1 million, or 14%. As a percentage of net revenue, EBITDA as adjusted increased to 35% for the three-month period ended September 30, 2005 from 34% for the three-month period ended September 30, 2004.

EBITDA as adjusted increased to $67.5 million for the nine-month period ended September 30, 2005 from $57.7 million for the nine-month period ended September 30, 2004, an increase of $9.8 million, or 17%. As a percentage of net revenue, EBITDA as adjusted increased to 33% for the nine-month period ended September 30, 2005 from 30% for the nine-month period ended September 30, 2004.

We currently anticipate that EBITDA as adjusted will continue to increase in future periods, both in absolute dollars and as a percentage of net revenue, as we believe that net revenue increases will continue to outpace increases in direct operating, selling, general and administrative and corporate expenses.

Broadcast cash flow means operating income (loss) before corporate expenses, gain (loss) on sale of assets, depreciation and amortization and non-cash stock-based compensation. EBITDA as adjusted means broadcast cash flow less corporate expenses. We use the term EBITDA as adjusted because that measure does not include non-cash stock-based compensation. We evaluate and project the liquidity and cash flows of our business using several measures, including broadcast cash flow and EBITDA as adjusted. We consider these measures as important indicators of liquidity relating to our operations, as they eliminate the effects of non-cash gain (loss) on sale of assets, non-cash depreciation and amortization and non-cash stock-based compensation awards. We use these measures to evaluate liquidity and cash flow improvement from year to year as they eliminate non-cash expense items. We believe that our investors should use these measures because they may provide a better comparability of our liquidity to that of our competitors.

Our calculation of EBITDA as adjusted included herein is substantially similar to the measures used in the financial covenants included in our bank credit facility, where EBITDA as adjusted is referred to as “consolidated adjusted EBITDA”. Under our bank credit facility, our ratio of consolidated total debt minus cash, up to a maximum of $20 million, to consolidated adjusted EBITDA may not exceed 7.5 to 1 on a pro forma basis for the prior full four quarters. The actual ratios of net indebtedness to consolidated adjusted EBITDA were as follows (in each case as of September 30): 2005, 5.4 to 1; 2004, 6.2 to 1. We entered into our new bank credit facility in September 2005 so we were not subject to the same calculations and covenants in prior years. However, for consistency of presentation the foregoing historical ratios assume that our current definitions had been applied for all periods.

While we and many in the financial community consider broadcast cash flow and EBITDA as adjusted to be important, they should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income and net income. In addition, our definitions of broadcast cash flow and EBITDA as adjusted differ from those of many companies reporting similarly named measures.

Broadcast cash flow and EBITDA as adjusted are non-GAAP measures. For a reconciliation of each of broadcast cash flow and EBITDA as adjusted to net income (loss), their most directly comparable GAAP financial measure, please see page 17.

Cash Flow

Net cash flow provided by operating activities decreased to $29.0 million for the nine-month period ended September 30, 2005 from $29.6 million for the nine-month period ended September 30, 2004.

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Net cash flow used in investing activities was $32.7 million for the nine-month period ended September 30, 2005, compared to net cash flow provided by investing activities of $13.8 million for the nine-month period ended September 30, 2004. During the nine-month period ended September 30, 2005, we spent $32.7 million on net capital expenditures and acquisition of intangibles.

Net cash flow provided by financing activities was $6.2 million for the nine-month period ended September 30, 2005, compared to net cash flow used in financing activities of $26.4 million for the nine-month period ended September 30, 2004. During the nine-month period ended September 30, 2005, we made debt payments and paid related debt costs of $495.0 million, received $500.0 million from our new bank credit facility and received net proceeds of $1.2 million from the exercise of stock options issued under our 2000 Omnibus Equity Incentive Plan and from the sale of shares issued under our 2001 Employee Stock Purchase Plan.

During the remainder of 2005, we anticipate that our maintenance capital expenditures will be approximately $3 million. In addition to our maintenance capital expenditures, we anticipate that our digital television capital expenditures will be approximately $2.5 million in the remainder of 2005. We anticipate spending an additional $7 million on digital television equipment and facilities in the first half of 2006.

As part of the mandated transition from analog to digital television, full-service television station owners may be required to stop broadcasting analog signals and to relinquish one of their paired analog-digital channels to the FCC at the end of 2006, if the market penetration of digital television receivers reaches certain congressionally-mandated levels by that time. We currently expect that the cost to complete construction of digital television facilities for all of our full-service television stations, which we are required to complete by July 1, 2006 or face losing the stations’ protected coverage areas, will be approximately $9.5 million. In addition, we are required to broadcast separate digital and analog signals throughout this transition period. We currently anticipate that the incremental costs of broadcasting in digital and analog, including additional rent and higher electricity expense, will be approximately $1 million in 2006. We intend to finance the conversion to digital television out of net cash flow from operations.

The amount of our anticipated capital expenditures may change based on future changes in business plans, our financial condition and general economic conditions.

We continually review, and are currently reviewing, opportunities to acquire additional television and radio stations, as well as other broadcast or media opportunities targeting the Hispanic market in the United States. We expect to finance any future acquisitions through funds generated from operations, borrowings under our bank credit facility and additional debt and equity financing. Any additional financing, if needed, might not be available to us on reasonable terms or at all. Any failure to raise capital when needed could seriously harm our business and our acquisition strategy. If additional funds are raised through the issuance of equity securities, the percentage of ownership of our existing stockholders will be reduced. Furthermore, these equity securities might have rights, preferences or privileges senior to those of our Class A common stock.

Contractual Obligations

We have agreements with certain media research and ratings providers, expiring at various dates through December 2006, to provide television and radio audience measurement services. We lease facilities and broadcast equipment under various operating lease agreements with various terms and conditions, expiring at various dates through December 2025.

Our material contractual obligations at September 30, 2005 are as follows (unaudited; in thousands):

	Payments Due by Period
Contractual Obligations	Total amounts committed		Less than 1 year		1-3 years		3-5 years		More than 5 years
Bank credit facility and other borrowings	$	506,672	$	5,078	$	12,336	$	12,008	$	477,250
Media research and ratings providers (1)		14,930		7,589		5,956		1,317		68
Operating leases (1)(2)		68,600		10,800		16,400		12,600		28,800
Total contractual obligations	$	590,202	$	23,467	$	34,692	$	25,925	$	506,118

(1) The amounts committed for media research and ratings providers and for operating leases are as of December 31, 2004.

(2) Does not include month-to-month leases.

We have also entered into employment agreements with certain of our key employees, including Walter F. Ulloa, Philip C. Wilkinson, Jeffery A. Liberman and John F. DeLorenzo. Our obligations under these agreements are not reflected in the table above.

Other than lease commitments, legal contingencies incurred in the normal course of business, employment contracts for key employees and the interest rate swap agreements described more fully in Item 3 below, we do not have any off-balance sheet financing

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arrangements or liabilities. We do not have any majority-owned subsidiaries or any interests in or relationships with any special-purpose entities that are not included in the consolidated financial statements.

Other

On April 4, 2001, our Board of Directors adopted the 2001 Employee Stock Purchase Plan. Our stockholders approved the Employee Stock Purchase Plan on May 10, 2001 at our 2001 Annual Meeting of Stockholders. Subject to adjustments in our capital structure, as defined in the Employee Stock Purchase Plan, the maximum number of shares of our Class A common stock that will be made available for sale under the Employee Stock Purchase Plan is 600,000, plus an annual increase of up to 600,000 shares on the first day of each of the ten calendar years beginning on January 1, 2002. All of our employees are eligible to participate in the Employee Stock Purchase Plan, provided that they have completed six months of continuous service as employees as of an offering date. There are two offering periods annually under the Employee Stock Purchase Plan, one which commences on February 15 and concludes on August 14, and the other which commences on August 15 and concludes on the following February 14. Since the inception of the Employee Stock Purchase Plan through September 30, 2005, 445,775 shares have been purchased.

Pending accounting pronouncements

In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes Accounting Principles Board (“APB”) No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R requires that the measurement of all share-based payment transactions, including grants of employee stock options and stock purchased through an employee stock purchase plan, be recognized in the financial statements using a fair value-based method.

SFAS No. 123R is required to be implemented as of the beginning of our next fiscal year, and therefore will be effective at the beginning of our first quarter of 2006. The Company anticipates an increase in non-cash stock-based compensation beginning in the first quarter of 2006 as a result of the Company’s adoption in that quarter of SFAS No. 123R, and such increases may be significant. The impact of SFAS No. 123R on us in 2006 and beyond will depend upon various factors, including our future compensation strategy. The pro forma compensation costs in this and our prior filings have been calculated using the Black-Scholes option pricing model and may not be indicative of the expense in future periods.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

Market risk represents the potential loss that may impact our financial position, results of operations or cash flows due to adverse changes in the financial markets. We are exposed to market risk from changes in the base rates on our variable rate debt. Under our bank credit facility, if we exceed certain leverage ratios we would be required to enter into derivative financial instrument transactions, such as swaps or interest rate caps, in order to manage or reduce our exposure to risk from changes in interest rates. Under no circumstances do we enter into derivatives or other financial instrument transactions for speculative purposes.

Interest Rates

Our term loan bears interest at LIBOR plus a margin of 1.50%, for a total interest rate of 5.34% at September 30, 2005. Our revolving facility bears interest at LIBOR plus a margin ranging from 1% to 2% based on our leverage. As of September 30, 2005, we had $500 million of bank debt outstanding. Our bank credit facility requires us to enter into interest rate agreements if our leverage exceeds certain limits as defined in our credit agreement.

In September 2005, we entered into three interest rate swap agreements with a $500.0 million aggregate notional amount which expire on October 1, 2010. These swap agreements convert our variable rate term loan into a fixed rate obligation of 5.96%. Under the interest rate swap agreements, we make fixed-rate interest payments and receive interest payments based on LIBOR. As of September 30, 2005, these interest rate swap agreements were not designated for hedge accounting treatment under SFAS 133, and as a result, changes in their fair values are reflected currently in earnings. At September 30, 2005, the fair value of the interest rate swap agreements was $1.0 million and is classified as other assets on our balance sheet. For the three- and nine- month periods ended September 30, 2005, we recognized a reduction of $1.0 million in interest expense related to the increase in fair value of the interest rate swap agreements.

Additionally, we have two interest rate swap agreements with notional amounts of $12.5 million each. The two $12.5 million agreements, which begin on March 31, 2006 and terminate on October 6, 2006, provide for a LIBOR-based rate floor of 3.1% and rate ceiling of 6%.

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Since we have converted our variable rate term loan into a fixed rate obligation through October 1, 2010, an increase in the variable interest rate of our bank credit facility would not currently affect our interest expense payments.

ITEM 4. CONTROLS AND PROCEDURES

We carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in making known to them in a timely manner material information relating to us (including our consolidated subsidiaries) that is required to be included in our periodic SEC reports. There was no change in our internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II.

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We currently and from time to time are involved in litigation incidental to the conduct of our business, but we are not currently a party to any lawsuit or proceeding which, in the opinion of management, is likely to have a material adverse effect on us.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are attached hereto and filed herewith:

2.1	(1)	Asset Purchase Agreement dated as of July 25, 2005 by and among Entravision Holdings, LLC, Entravision Communications Corporation, Univision Radio License Corporation and Univision Communications Inc.
10.1		Letter Agreement regarding registrations rights of Univision dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc.
10.2		Amendment to Investor Rights Agreement dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc.
10.3	(1)	Credit and Guaranty Agreement dated as of September 29, 2005 among Entravision Communications Corporation, certain subsidiaries of Entravision Communications Corporation, as Guarantors, Goldman Sachs Credit Partners L.P., Union Bank of California, N.A., Citigroup Global Markets Inc., Wachovia Bank, National Association, Harris Nesbitt, National City Bank and the lenders party thereto.
10.4	(1)†	Employment Agreement effective as of August 1, 2005 by and between Entravision Communications Corporation and Walter F. Ulloa.
10.5	(1)†	Employment Agreement effective as of August 1, 2005 by and between Entravision Communications Corporation and Philip C. Wilkinson.
31.1		Certification by the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.

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31.2	Certification by the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934.
32	Certification of Periodic Financial Report by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

† Management contract or compensatory plan, contract or arrangement.

(1) Certain non-material schedules and/or exhibits have been omitted from this agreement as filed. The Company agrees to furnish supplementally a copy of such schedules and exhibits to the Commission upon request.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ENTRAVISION COMMUNICATIONS CORPORATION
By:	/s/ JOHN F. DELORENZO
	John F. DeLorenzo
	Executive Vice President, Treasurer and Chief Financial Officer

Date: November 9, 2005

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EX-2.1

Exhibit 2.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is entered into as of July 25, 2005 by and among Entravision Holdings, LLC, a California limited liability company, and Entravision Communications Corporation, a Delaware corporation (“Entravision” and collectively, the “Entravision Parties”), on the one hand, and Univision Radio License Corporation, a Delaware corporation, and Univision Communications Inc., a Delaware corporation (“Univision” and collectively, the “Univision Parties”), on the other hand. Certain capitalized terms used in this Agreement are defined in Article I.

RECITALS

A. The Entravision Parties are the owners and operators of radio stations KBRG(FM), San Jose, CA, 100.3 MHz, Facility ID No. 68839 and KLOK(AM), San Jose, CA, 1170 kHz, Facility ID No. 41339 (collectively, the “Entravision Stations”).

B. Univision is the owner of shares of Class U Common Stock of Entravision (the “Entravision Stock”).

C. The Entravision Parties wish to sell to the Univision Parties and the Univision Parties wish to acquire from the Entravision Parties certain properties and assets used by the Entravision Parties in the operation of the Entravision Stations.

D. The prior consent of the FCC to the assignment of the licenses and authorizations issued by the FCC for the Entravision Stations is required, and it is intended that if such consent is obtained, the Transactions will be consummated subject to all of the other terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

ARTICLE I

TERMINOLOGY

Unless otherwise stated in this Agreement, the following terms when used herein shall have the meanings assigned to them below (such meanings to be equally applicable to both the singular and plural forms of the terms defined).

1.1 “Act” means the Communications Act of 1934, as amended.

1.2 “Action” means any notice, suit, charge, claim, action, complaint, grievances, petition, investigation, suit or other proceeding, whether administrative, civil or criminal, whether or not at Law or in equity, and whether or not before any arbitrator or Governmental Entity.

1.3 “Affiliates” of any Person means another Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such first Person. For purposes of this Agreement, “control” means, when used with respect to any Person, 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 “affiliated,” “controlling” and “controlled” have meanings correlative to the foregoing.

1.4 “Benefit Plan” means each and every “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and each and every written, unwritten, formal or informal plan, agreement, policy or other arrangement involving direct or indirect compensation, workers’ compensation, unemployment compensation, employment, severance, consulting, disability benefits, supplemental unemployment benefits, vacation benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights, other forms of incentive compensation, post-retirement insurance or benefits, or other benefits, entered into with or otherwise covering employees or former employees of any one or more of the Entravision Parties or the Entravision Stations in connection with their employment therewith or with respect to which any one or more of the Entravision Parties or the Entravision Stations may have any Liability (contingent or otherwise).

1.5 “Business Day” means any calendar day, excluding Saturdays and Sundays, on which federally chartered banks are regularly open for business.

1.6 “Business Records” means books of account, manuals, title policies, surveys, specifications, environmental reports, records (including Tax, financial, warranty, shipping, engineering, maintenance, operating, production, and general records), invoices, customer lists, correspondence, sales materials, advertising and promotional materials, and all technical logs required by the Rules and Regulations, records of signal measurements and equipment tests, plans, drawings, files, all materials maintained in the FCC public file, and other documents and information.

1.7 “Code” means the Internal Revenue Code of 1986, as amended.

1.8 “Closing” means the closing of the Transactions.

1.9 “Contract” means any loan, credit agreement, note, bond, mortgage, indenture, lease, contract, arrangement, understanding, or agreement, whether or not in writing.

1.10 “Documents” means this Agreement and all exhibits and schedules hereto, and each other agreement, certificate, or instrument delivered pursuant to or in connection with this Agreement, including amendments thereto that are expressly permitted under the terms of this Agreement.

1.11 “Environmental Laws” means the Comprehensive Environmental Response Compensation and Liability Act, the Resource Conservation and Recovery Act, the Clean Water Act, the Clean Air Act and the Toxic Substances Control Act, the Federal Insecticide, Fungicide and Rodenticide Act, the Emergency Planning and Community Right-to-Know Act, the Safe Drinking Water Act, each as amended, and any other applicable federal, state and local Laws, including the rules and regulations of the Environmental Protection Agency, concerning or relating to the treating, producing, handling, storing, releasing, spilling, leaking, pumping, pawing, emitting or dumping of Hazardous Materials, or the pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata).

1.12 “FCC” means the United States Federal Communications Commission.

1.13 “FCC Licenses” means, the licenses, permits and authorizations (and any renewals, extensions, amendments or modifications thereof) of the FCC for the ownership or operation of the Entravision Stations as listed on Schedule 2.1(b) and any additions thereto before Closing, including without limitation, all pending applications for licenses, permits, call signs and authorizations of the FCC to the extent they pertain to the ownership or operation of the Entravision Stations.

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1.14 “FCC Orders” means the actions, orders or decisions of the FCC granting its consent to the assignment of all of the FCC Licenses of the Entravision Stations to Univision.

1.15 “FCC Renewal Orders” means the actions, orders or decisions of the FCC granting its consent to the renewals of all of the FCC Licenses of the Entravision Stations.

1.16 “Final Action” means an action of the FCC that has not been reversed, stayed, enjoined, set aside, annulled or suspended, with respect to which no timely petition for reconsideration or administrative or judicial appeal or sua sponte action of the FCC with comparable effect is pending and as to which the time for filing any such petition or appeal (administrative or judicial) or for the taking of any such sua sponte action of the FCC has expired.

1.17 “Governmental Entity” means any government or any agency, district, bureau, board, commission, court, department, official, office, political subdivision, tribunal or other instrumentality of any government, whether federal, state, county, municipal, local or otherwise, whether domestic or foreign.

1.18 “Hazardous Materials” means toxic materials, hazardous wastes, hazardous substances, pollutants or contaminants, asbestos or asbestos-related products, polychlorinated biphenyls (“PCBs”), petroleum, crude oil or any fraction or distillate thereof in excess of legally-defined permissible limits (as such terms are defined in applicable Laws, including any other terms which are or may be used in applicable Environmental Laws to define prohibited or regulated substances).

1.19 “HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

1.20 “Intellectual Property” means trademarks (whether or not registered), trademark applications, service marks, service mark registrations, service mark applications, trade names, brand names, corporate names, slogans, logos, trade dress, business names, e-mail addresses, Internet domain names and addresses, content located and publicly accessible therefrom, databases, inventions, customer lists, play lists, music research, nonpublic or confidential or proprietary information, trade secrets, technology, know-how, patents (including all reissues, divisions, continuations and extensions thereof), patent applications, copyright registrations, copyright applications, works of authorship, other intellectual property, goodwill associated with the foregoing, and all extensions, modifications, registrations, applications, recordings and other legal protections or rights related to the foregoing, and any and all claims or causes of action arising out of or relating to the foregoing.

1.21 “LMA” shall have the meaning set forth in Section 5.17.

1.22 “Law” means all applicable multinational, foreign, federal, state, local, municipal, or other laws, statutes, constitutions, ordinances, codes, edicts, rules, regulations, rulings, or requirements, whether temporary, preliminary or permanent, issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Entity.

1.23 “Liabilities” means any debts, liens, charges, claims, encumbrances, duties, responsibilities, obligations or liabilities of any kind or nature, whether express or implied, known or unknown, contingent or absolute.

1.24 “Lien” means any claim, charge, easement, encumbrance, lease, covenant, security interest, lien, hypothecation, mortgage, deed of trust, option, pledge, rights of others, charge of any kind

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or restriction (whether on voting, sale, transfer, disposition or otherwise), whether voluntarily incurred or arising by operation of Law or otherwise.

1.25 “Loss” means any action, cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, claim, penalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including interest or other carrying costs, penalties, assessments, judgments, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by the specified Person.

1.26 “Material Adverse Condition” means a condition, event or circumstance that would materially restrict, limit, increase the cost or burden of, or otherwise materially adversely affect or materially impair the right of the Univision Parties to the ownership, use, control, enjoyment or operation of, the Entravision Stations or the proceeds therefrom; provided that (1) any condition that requires that an Entravision Station be operated in accordance with a condition similar to those contained in the present FCC Licenses issued for operation of such Entravision Station and (2) any condition affecting the radio industry generally or the markets in which such Entravision Station operates, or general, national, regional or local economic or financial conditions, or regulatory changes or changes in applicable Law shall not be deemed a Material Adverse Condition.

1.27 “Order” means any ruling, order, judgment, injunction, decree, or citation issued by any Governmental Entity.

1.28 “OSHA Laws” means the Occupational Safety and Health Act of 1970, as amended, and all other Laws regulating or otherwise affecting health and safety of the workplace.

1.29 “Permitted Lien” means (i) Liens for Taxes not yet due and payable or that are being contested in good faith by appropriate proceedings; (ii) mechanics, material men’s, carriers’, warehousemen’s, landlords’ or other similar Liens in the ordinary course of business for sums not yet due and payable or that are being contested in good faith by appropriate proceedings; (iii) Liens that will be released at Closing; and (iv) zoning ordinances and regulations, including Laws relating to the Liens of streets and to other municipal improvements, provided that any of the foregoing under clause (i), (ii) or (iv) alone or in the aggregate do not materially impair the value or materially interfere with the use of any asset or property material to the operation of the Entravision Stations being transferred hereunder as they have been and are now conducted.

1.30 “Person” means an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity or organization including a Governmental Entity.

1.31 “Renewal Applications” means the applications filed or to be filed at the FCC seeking renewal of all of the FCC Licenses for the Entravision Stations.

1.32 “Rules and Regulations” means the rules of the FCC as set forth in Title 47 of the Code of Federal Regulations, as well as such other written policies of the FCC, whether contained in the Code of Federal Regulations, or not, that apply to the Entravision Stations.

1.33 “Tangible Personal Property” means antennas, main and back-up transmitters and generators, STL’s, data links for transmitter telemetry, transmission equipment, transmission lines, broadcast equipment, computer hardware, vehicles, studio equipment, office equipment, furniture,

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materials, supplies, inventories, spare parts, format-specific programming materials, and other tangible personal property.

1.34 “Tax” means any foreign, federal, state, county or local income, sales, use, excise, franchise, ad valorem, real, personal or intangible property, transfer, gross receipt, stamp, premium, profits, customs, duties, windfall profits, capital stock, production, business and occupation, disability, occupancy, recording, employment, payroll, severance or withholding taxes, fees, assessments or charges of any kind whatever imposed by any Governmental Entity, any interest and penalties (civil or criminal), additions to tax, payments in lieu of taxes or additional amounts related thereto or to the nonpayment thereof, and any Loss in connection with the determination, settlement or litigation of any Tax liability. “Tax” will also include any liability pursuant to Treas. Regs. Sec. 1.1502-6 or any comparable provision of applicable Law, as a transferee (including pursuant to Section 6901 of the Code) or pursuant to any Tax sharing or Tax allocation agreement, arrangement or understanding.

1.35 “Tax Return” means a declaration, statement, report, return or other document or information required to be filed or supplied to a Governmental Entity with respect to Taxes.

1.36 “Transactions” means the transactions contemplated by this Agreement or by another Document.

1.37 “Univision Material Adverse Condition” means a condition, event or circumstance that would materially adversely affect or materially impair the ability of any Univision Party to consummate the Transactions.

ARTICLE II

TRANSFER OF SALE ASSETS

2.1 Transfer of Sale Assets. At Closing, the Entravision Parties shall transfer, assign, convey and deliver to the Univision Parties, and the Univision Parties shall accept and acquire from the Entravision Parties, free and clear of all Liens (except as set forth in clauses (i), (ii) or (iv) of Permitted Liens), all of the Entravision Parties’ right, title and interest, legal and equitable, in and to the tangible and intangible, real, personal and mixed assets principally used by the Entravision Parties in the operation of the Entravision Stations (collectively, the “Sale Assets”), as set forth below in this Section 2.1, but excluding the Excluded Assets (as defined below) of the Entravision Parties:

(a) Tangible Personal Property. All Tangible Personal Property now owned by the Entravision Parties and principally used in the operation of the Entravision Stations, together with such modifications, replacements, improvements and additional items, made or acquired between the date hereof and the Closing Date in accordance with the terms and provisions of this Agreement;

(b) Licenses and Permits. The FCC Licenses and all other assignable or transferable governmental permits, licenses and authorizations (and any renewals, extensions, amendments or modifications thereof) now held by the Entravision Parties or hereafter obtained by the Entravision Parties between the date hereof and the Closing Date, to the extent such other permits, licenses and authorizations relate principally to the operation of the Entravision Stations, including the permits, licenses and authorizations listed on Schedule 2.1(b) hereof;

(c) Contracts. Only those Contracts of the Entravision Parties principally related to the operation of the Entravision Stations that are set forth on Schedule 2.1(c), together with such modifications thereto and such additional Contracts principally related to the operation of the Entravision

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Stations that Univision agrees to accept, made or acquired between the date hereof and the Closing Date in accordance with the terms and provisions of this Agreement (collectively, the “Station Contracts”);

(d) Real Property. All land, leaseholds, licenses, easements, building permits, certificates of occupancy, rights of way and access, and other interests of every kind and description in and to real property, buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances that are owned, leased or held by the Entravision Parties as of the date hereof for use principally in connection with the operation of the Entravision Stations, including those described on Schedule 2.1(d) hereof, together with such additions, improvements and alterations thereto made between the date hereof and the Closing Date in accordance with the terms and provisions of this Agreement, but in any case other than the leasehold interests with respect to Items 6 and 7 on Schedule 2.1(d);

(e) Intangible Property. The call letters of the Entravision Stations and all Intellectual Property of the Entravision Parties principally owned, licensed or used in the operation of the Entravision Stations (the “Station IP”);

(f) Rights. All warranties and guarantees from lessors, vendors, suppliers, manufacturers or other third parties, and all rights, recoveries, refunds counterclaims, rights to offset, other rights, choses in actions, and claims (whether known or unknown, matured or unmatured, contingent or accrued) against third parties, in any case only to the extent related to a Sale Asset; and

(g) Records. All of the Business Records principally used in or principally related to the operation of the Entravision Stations.

2.2 Excluded Assets. Regardless of any provision of this Agreement, no Entravision Party shall transfer, convey or assign to any of the Univision Parties, and each of the Entravision Parties shall retain all of its title and interest in and to, the following assets owned or held by it on the Closing Date (“Excluded Assets”):

(a) All cash, cash equivalents, cash deposits, intercompany receivables from any Affiliate of the Entravision Parties, accounts receivable, notes receivable or other receivables, tax refunds, bank deposits and securities held by the Entravision Parties (except to the extent the Univision Parties receive a proration amount under Section 2.6).

(b) All prepaid expenses (except to the extent the Univision Parties receive a proration amount under Section 2.6).

(c) All Contracts of insurance and claims and rights against insurers.

(d) All Contracts that are not Station Contracts assumed by the Univision Parties. By way of illustration, a Contract that is set forth on Schedule 3.15 shall be an Excluded Asset unless such Contract is also set forth on Schedule 2.1(c).

(e) All Benefit Plans and the assets (if any) thereof.

(f) All rights in and to the name “Entravision” and all of the following related thereto: trademarks, trade names, brand names, corporate names, logos, trade dress, business names (and all associated derivations therefrom), Internet domain names and addresses, content located and publicly accessible therefrom, and Internet web pages.

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(g) All corporate seals, minute books, charter documents, corporate stock record books and other books and records that pertain to the organization of the Entravision Parties.

(h) All Business Records that the Entravision Parties are prohibited by applicable Law from transferring.

(i) As otherwise set forth on Schedule 2.2(i).

2.3 Beneficial Use of Station Contracts. The parties acknowledge that certain of the Station Contracts included in the Sale Assets, and the rights and benefits thereunder necessary or appropriate or relating to the conduct of the business and activities of the Entravision Parties and/or the Entravision Stations may not, by their terms, be assignable. Notwithstanding anything in this Agreement to the contrary, this Agreement shall not constitute an agreement to assign such Station Contracts, and the Univision Parties shall not be deemed to have assumed the same or to be required to perform any obligations thereunder, if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach thereof or in any way affect the rights under such Station Contracts of the Univision Parties or the Entravision Parties. In such event, from and after the Closing, (a) the Entravision Parties will cooperate with the Univision Parties to provide for the Univision Parties all benefits to which the Entravision Parties are entitled under such Station Contracts, (b) any transfer or assignment to the Univision Parties by the Entravision Parties of any such Station Contracts or any right or benefit arising thereunder or resulting therefrom which shall require the consent or approval of any third party shall be made subject to such consent or approval being obtained, and (c) the Entravision Parties shall, without further consideration therefore, pay, assign and remit to the Univision Parties promptly all monies, and, to the extent permitted, all other rights or consideration received or obtained, or which may be received or obtained, in respect of performance of such Station Contracts.

2.4 Assumed Liabilities. Subject to the terms and conditions of this Agreement and the LMA, at the Closing, the Univision Parties shall assume and agree to perform and discharge the following liabilities and obligations of the Entravision Parties (the “Assumed Liabilities”): (a) all obligations to perform under the Station Contracts that arise from and after the Closing Date and (b) all liabilities for which the Univision Parties receive a credit, and only to the extent of such credit, in connection with the determination of the proration items pursuant to Section 2.6 of this Agreement.

2.5 Excluded Liabilities. Except as and to the extent specifically set forth in Section 2.4 or the LMA, the Univision Parties shall not assume or in any manner be liable for any Liabilities of the Entravision Parties (collectively, the “Excluded Liabilities”), including without limitation:

(a) Any Liability with respect to the Entravision Stations or the Sale Assets to the extent arising out of or relating to any occurrence or event happening before the Closing;

(b) Any Liability with respect to any Action related to the Sale Assets pending as of the Closing (including but not limited to each Action set forth in Item 4 on Schedule 2.1(d)), and any Liability with respect to any Action related to the Sale Assets commenced after the Closing arising out of or relating to any occurrence or event happening before the Closing;

(c) Any Liability for any violation by the Entravision Parties of any Law or Order;

(d) Any Liability of the Entravision Parties for any breach or failure to perform under any Contract that is not a Station Contract, or any breach or failure to perform under any Station Contract prior to the Closing Date, whether or not such Contract is to be assumed by the Univision Parties hereunder, including any breach arising from assignment of such Contracts without consent of third parties;

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(e) Except to the extent the Univision Parties receive a credit pursuant to the determination of the proration items pursuant to Section 2.6 hereof, any Liability of the Entravision Parties for Taxes;

(f) Any Liability to or in connection with the Entravision Parties’ employees (including the Station Employees) whether arising in connection with the Transactions or under Contract or otherwise, and including but not limited to wages, salaries, severance, benefits and accrued but unused vacation time, except for Liabilities arising after the Closing Date for any Transferred Employee;

(g) Any Liability of the Entravision Parties for borrowed money;

(h) Any Liability with respect to any Excluded Asset; and

(i) Any Liability with respect to any Benefit Plan.

2.6 Proration List.

(a) Subject to the LMA, all operating income and operating expenses of the Entravision Stations shall be adjusted and allocated between the parties to the extent necessary to reflect the principle that all such income and expenses attributable to the operation of the Entravision Stations on or before the Closing Date shall be for the account of the Entravision Parties, and all income and expenses attributable to the operation of the Entravision Stations after the Closing Date shall be for the account of the Univision Parties.

(b) To the extent not inconsistent with the express provisions of this Agreement, the allocations made pursuant to this Section 2.6 shall be made in accordance with United States generally accepted accounting principles.

(c) For purposes of making the adjustments pursuant to this Section 2.6, the Univision Parties shall prepare and deliver to the Entravision Parties an initial itemized list(s) of all sums to be credited or charged (the “Proration Amounts”) against the account of the Univision Parties, on the one hand, and the Entravision Parties, on the one hand, with a brief explanation in reasonable detail of the credits or charges, consistent with the allocation principle set forth herein (“Proration List”), within forty five (45) days following the Closing Date, or such later date as shall be mutually agreed to by the Entravision Parties and the Univision Parties. The Univision Parties may also prepare and deliver to the Entravision Parties additional Proration Lists as the Univision Parties becomes aware of additional adjustments. The additional Proration List(s) shall set forth additional Proration Amount(s). If the Proration Amount is a credit to the account of the Univision Parties, the Entravision Parties shall pay such amount to the Univision Parties within fifteen (15) days of receiving such Proration List if both parties agree on the amount, and if the Proration Amount is a charge to the account of the Univision Parties, the Univision Parties shall pay such amount to the Entravision Parties within fifteen (15) days of delivering such Proration List if both parties agree on the amount. If the Entravision Parties disagree with the Proration Amount determined by the Univision Parties or with any other matter arising out of this subsection, and the Univision Parties and the Entravision Parties cannot within sixty (60) days resolve the disagreement themselves, the parties will refer the disagreement to a firm of independent certified public accountants, mutually acceptable to the Entravision Parties and the Univision Parties, whose decision shall be final. The fees and expenses of such accountants shall be paid by the party who does not substantially prevail on the disputed matters decided by the accountants.

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2.7 Purchase Price, Method of Payment and Allocation of Purchase Price.

(a) Purchase Price. The aggregate consideration to be paid by the Univision Parties to the Entravision Parties for the Sale Assets shall be US$90,000,000 (the “Purchase Price”). The Purchase Price shall be paid by delivery by Univision to Entravision at the Closing of that number of shares of Entravision Stock (the “Shares”) as equals (i) the Purchase Price divided by (ii) the volume weighted average price of a share of Entravision Class A Common Stock on The New York Stock Exchange during the 10-trading day period ending the trading day before the Closing Date; provided that:

(A) if the Entravision Parties, after complying with Section 5.3, do not obtain the consent of their lenders and bondholders to the Transactions contemplated hereby, then (x) the number of Shares shall equal the quotient obtained by dividing (1) US$60,000,000 by (2) the volume weighted average price of a share of Entravision Class A Common Stock on The New York Stock Exchange during the 10-trading day period ending the trading day before the Closing Date and (y) the remaining portion of the Purchase Price shall be paid in cash by Univision to Entravision at the Closing by transfer of “immediately available” U.S. funds to an account designated in writing by Entravision,

(B) regardless of clause (A), if the number of Shares exceeds the Maximum Number, then (1) the number of Shares shall instead equal the Maximum Number and (2) the remaining portion of the Purchase Price shall be paid in cash by Univision to Entravision at the Closing by transfer of “immediately available” U.S. funds to an account designated in writing by Entravision,

(C) For purposes hereof, “Maximum Number” shall mean that number of shares of Entravision Stock as equals the difference between (A) the number of shares of Entravision Stock owned by Univision and its Permitted Transferees (as such term is defined in the Second Amended and Restated Certificate of Incorporation of Entravision) at the Closing and (B) 6,595,001 shares of Entravision Stock (as appropriately adjusted for stock dividends and stock splits and similar transactions).

(b) Allocation of Purchase Price. Entravision and Univision will allocate the Purchase Price in accordance with the respective fair market values of the Sale Assets and the goodwill being purchased and sold in accordance with the requirements of Section 1060 of the Code. The allocation shall be determined by mutual agreement of the parties prior to the Closing. Each of the parties further agrees to file its federal income tax returns and its other tax returns reflecting such allocation in accordance with the determination made by them.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE ENTRAVISION PARTIES

Each Entravision Party jointly and severally represents and warrants as follows to the Univision Parties, which representations and warranties shall survive the Closing subject to the provisions of this Agreement and shall be unaffected by any investigation heretofore or hereafter made by any party.

3.1 Organization and Good Standing. Each Entravision Party is duly organized, validly existing and in good standing under the Laws of the state of its formation. Each Entravision Party is duly qualified or licensed to do business in good standing in each jurisdiction in which the character or

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location of its assets or the nature of its business, requires licensing or qualification, except where the failure to be so licensed or qualified would not, individually or in the aggregate, constitute a Material Adverse Condition. Each Entravision Party has all requisite corporate power or limited liability company power to own, operate and lease its properties and carry on its business as it is now being conducted and as the same will be conducted until the Closing.

3.2 Authority. Each Entravision Party has all requisite corporate or limited liability company power and authority to enter into and perform this Agreement and each Document to which it is a party and to carry out the Transactions. The execution and delivery by each Entravision Party of this Agreement and each Document to which it is a party and the performance by it of its obligations hereunder and thereunder have been duly and validly authorized by all necessary action on the part of such Entravision Party. Each of this Agreement and each Document to which each Entravision Party is a party has been duly and validly executed and delivered by it and constitutes the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and equitable principles relating to or limiting creditors’ rights generally.

3.3 Absence of Conflicts. Except as set forth on Schedule 3.3, the execution and delivery of this Agreement and the other Documents by each Entravision Party do not, and the consummation of the Transactions (in each case, with or without the giving of notice or lapse of time, or both) by each Entravision Party will not, (i) conflict with, breach, or violate the provisions of any of the articles of incorporation, bylaws, certificate of formation, limited liability company agreement, or other governance or charter document of such Entravision Party, (ii) violate or constitute a default under any Contract of such Entravision Party in any material respect, (iii) subject to compliance with the HSR Act and the Rules and Regulations, violate or conflict with, in any material respect, any Law or any Order applicable to such Entravision Party, or (iv) result in the creation of any Liens upon any of the Sale Assets (other than any Permitted Lien).

3.4 Governmental Consents and Consents of Third Parties. Except for such filings and consents as are required by the Rules and Regulations and the HSR Act or as otherwise disclosed on Schedule 3.3, the execution and delivery by the Entravision Parties of, and the performance of their obligations under, this Agreement and each of the other Documents, and the consummation by the Entravision Parties of the Transactions, do not require the consent, waiver, approval, permit, license, clearance or authorization of, or any declaration of filing with, any Governmental Entity or any other Person, the failure of which to obtain would constitute a Material Adverse Condition.

3.5 Actions. There are no Actions pending or, to the knowledge of the Entravision Parties, threatened that could reasonably be expected to be or result in, individually or in the aggregate if adversely determined, a Material Adverse Condition or that would give any third party the right to enjoin any of the Transactions. To the knowledge of the Entravision Parties, there is no basis for any such Action that could reasonably be expected to be or result in, individually or in the aggregate if adversely determined, a Material Adverse Condition or that would give any third party the right to enjoin any of the Transactions. There are no existing or pending Orders affecting the Entravision Parties, the Entravision Stations or any of the Sale Assets that could reasonably be expected to be or result in, individually or in the aggregate, a Material Adverse Condition or that would give any third party the right to enjoin any of the Transactions. The Entravision Parties acknowledge that, notwithstanding the disclosure of any matter herein, the Univision Parties shall not assume any such Liability of the Entravision Parties for any such matter as a result of the Transactions. Other than the Renewal Applications and as otherwise required by this Agreement, there is no Action by the Entravision Parties currently pending or that any of the Entravision Parties intends to initiate related to the Entravision Stations or the Sale Assets.

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3.6 Taxes. There are no Tax audits or other Actions pending or, to the Entravision Parties’ knowledge, threatened that could result in a Lien on the Sale Assets being conveyed by the Entravision Parties hereunder on or after the Closing Date or the imposition of any Tax Liability on the Univision Parties and, to the Entravision Parties’ knowledge, no event has occurred that could impose on the applicable the Univision Parties any Liability for any Taxes due or to become due from the Entravision Parties.

3.7 Absence of Insolvency. No insolvency proceedings of any character including without limitation, bankruptcy, receivership, reorganization, composition or arrangement with creditors, voluntary or involuntary, affecting the Entravision Parties or any of the Sale Assets, are pending or, to the knowledge of the Entravision Parties, threatened, and none of the Entravision Parties has made an assignment for the benefit of creditors, nor taken any action with a view to, or which could reasonably be expected to constitute the basis for the institution of, any such insolvency proceedings.

3.8 Business Records. The Entravision Parties have delivered or made available to the Univision Parties all of the Business Records principally related to the Entravision Stations and Sale Assets. Such Business Records have been maintained in accordance with sound business practices in all material respects.

3.9 No Distribution. Entravision is purchasing the Shares from Univision for its own account and not with a view to any distribution thereof within the meaning of the Securities Act of 1933, as amended. Following the Closing, the Shares acquired by Entravision from Univision shall either be cancelled or placed in the Entravision treasury.

3.10 Compliance with Law. The ownership, operation and use of the Entravision Stations and the Sale Assets by the Entravision Parties has complied in all material respects and does comply in all material respects with the applicable rules and regulations of the FCC, all other applicable Laws, and all applicable Orders.

3.11 Sale Assets.

(a) Title, Sufficiency and Transferability. Each of the Entravision Parties has good and marketable title to each of its Sale Assets free and clear of all Liens (other than Permitted Liens), and, at the Closing, the Univision Parties will receive good and marketable title to such Sale Assets free and clear of all Liens (except as set forth in clauses (i), (ii) or (iv) of Permitted Liens). Such Sale Assets represent all of the assets (except for the Excluded Assets), tangible and intangible, real and personal, of any nature whatsoever, that are principally used by the Entravision Parties in the operation of the Entravision Stations in substantially the same manner as conducted before the date hereof. Except for leased items, no Person other than the Entravision Parties owns any of the Sale Assets. Except as described in Section 3.3, none of the Sale Assets are subject to any restriction with respect to the transferability thereof, and the Entravision Parties have complete and unrestricted power and right to sell, assign, convey and deliver the Sale Assets to the Univision Parties as contemplated hereby.

(b) Tangible Personal Property. Schedule 3.11 sets forth a list, complete and accurate in all material respects, of the Sale Assets that consist of Tangible Personal Property with a book or fair market value in excess of $1,000. Except as set forth on Schedule 3.11, all material items of such Tangible Personal Property are in good condition and working order, ordinary wear and tear excepted, are suitable for the uses for which intended, and are free from any known defects except such defects that do not materially interfere with the continued present use or value thereof. Other than as contemplated by the conversion to digital signals, there are no plans to upgrade or replace in any material respect any such

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Tangible Personal Property within the next twelve months. All such Tangible Personal Property complies in all material respects with applicable rules and regulations of the FCC and the terms of the FCC Licenses.

3.12 Real Property. Schedule 2.1(d) contains a true and complete description (including a legal description of Owned Property) of all land, leaseholds, licenses, rights of way and access, and interests of every kind and description in and to real property, buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances that are owned, leased or held by the Entravision Parties as of the date hereof for use principally in connection with the operation of the Entravision Stations. The Entravision Parties have fee simple title to the real property described on Schedule 2.1(d) as being so owned (the “Owned Property”). The Entravision Parties lease, as lessee, the premises described on Schedule 2.1(d) as being so leased (the “Leased Property” and with the Owned Property, the “Real Property”). The Entravision Parties lease, as lessor, the premises described on Schedule 2.1(d) as being so leased.

(a) As to the Owned Property, the Entravision Parties have good, valid and marketable fee simple title to such real property and all buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances thereon, free and clear of all Liens other than Permitted Liens. Included as Schedule 3.12(a) is a copy of all title insurance policies in favor of the Entravision Parties or any Affiliate thereof or any mortgagee of any such Person applicable to the Owned Property, if any.

(b) As to the Leased Property, the Entravision Parties have good title to their interest in such Leased Property, free and clear of all Liens other than Permitted Liens. All of the leases with respect to such Leased Property are set forth on Schedule 3.15, and the Entravision Parties are, and have been since the beginning of the applicable lease, in peaceable possession of such Leased Property and have enforceable rights to non-disturbance and quite enjoyment therein.

(c) The Real Property and all buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances thereto, and the roof, walls and other structural components which are part thereof, and the heating, air conditioning, plumbing, electrical and other mechanical facilities thereof, are (1) in good operating condition and repair (reasonable wear and tear excepted), (2) in compliance in all material respects with applicable zoning Laws and the building, health, fire and environmental protection Laws, (3) without structural defects, and (4) without need for any repairs (other than normal routine maintenance) in order to maintain them in good condition and repair. All necessary utility services for the operation of the Sale Assets, including but not limited to electric power and natural gas service, are available to the Real Property. The Real Property has adequate pedestrian and vehicular access by way of public access or valid easements or right of ways and all such rights have been recorded as necessary with the appropriate Governmental Entity. All buildings, structures, towers, antennas, fixtures, signage, improvements, and appurtenances used in connection with the Entravision Stations are located entirely on the Real Property, including, without limitation, any guy wires or ground system wires associated with the Entravision Stations’ antenna towers.

(d) The Entravision Parties have not received any notice of condemnation or of eminent domain proceedings or negotiations for the purchase in lieu of condemnation of any of the Real Property or the improvements thereto, and no condemnation or eminent domain proceedings or negotiations have been commenced or threatened in writing in connection with the Real Property or the improvements thereto.

3.13 Permits. The Entravision Parties hold all material licenses, permits and authorizations that are required by any Governmental Entity to permit the operation of the Entravision Stations as currently conducted. Schedule 2.1(b) is a true, correct and complete list of each such license, permit or

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authorization. Except as specifically noted thereon, (i) each such license, permit or authorization is valid and in full force and effect, (ii) no Entravision Party is in default or violation in any material respect of any such license, permit or authorization, (iii) there is no Action pending or, to the knowledge of the Entravision Parties, threatened in writing related to any such license, permit or authorization, (iv) to the knowledge of the Entravision Parties, no suspension, cancellation or termination of any such license, permit or authorization is threatened or imminent, and (v) each such license, permit and authorization is transferable by the Entravision Parties without the consent of any Governmental Entity (except for such filings and consents as are required by the Rules and Regulations and the HSR Act) and will remain in full force and effect for the benefit of the Univision Parties upon consummation of the Transactions.

3.14 FCC Matters.

(a) (i) The FCC Licenses are valid, in good standing and in full force and effect, unimpaired by any act or omission of the Entravision Parties, and constitute all of the licenses, permits and authorizations required by the Act, the Rules and Regulations or the FCC for, or used in, the operation of the Entravision Stations in all material respects as currently conducted, (ii) the FCC Licenses constitute all the current licenses, permits and authorizations issued by the FCC to the Entravision Parties or pending before the FCC for or in connection with the Entravision Stations; (iii) there is no condition imposed by the FCC as part of any FCC License which is neither set forth on the face thereof as issued by the FCC nor contained in the Rules and Regulations applicable generally to stations of the type, nature, class or location of the Entravision Stations; (iv) the Entravision Stations are being operated in accordance with the terms and conditions of the FCC Licenses applicable to them and in accordance with the Rules and Regulations, including, without limitation, 47 CFR Sec. 73.1560, except to the extent a failure to so comply would not constitute a Material Adverse Condition; (v) other than the Renewal Applications, no application or Action is pending, or, to the Entravision Parties’ knowledge threatened in writing, which may result in the revocation, adverse modification, non-renewal or suspension of any of the FCC Licenses, the issuance of any cease and desist order or the imposition of any fines, forfeitures or other administrative actions by the FCC with respect to the Entravision Stations or their operation, other than proceedings affecting the radio broadcasting industry in general; (vi) the Entravision Parties have complied with all requirements to file reports, applications and other documents with the FCC with respect to the Entravision Stations, except to the extent that a failure to so comply would not reasonably be expected to cause a Material Adverse Condition; (vii) there are not any unsatisfied or otherwise outstanding citations issued by the FCC with respect to the Entravision Stations or their operation; (viii) the “Public Inspection File” of each of the Entravision Stations is in substantial and material compliance with Section 73.3526 of the Rules and Regulations, and (ix) the facilities of each Entravision Station comply in all material respects with the limits on human exposure to RF radiation under the Rules and Regulations.

(b) Complete and accurate copies of all FCC Licenses of the Entravision Stations are attached hereto as a part of Schedule 2.1(b).

3.15 Material Contracts.

(a) Schedule 3.15 sets forth an accurate and complete list of the following Contracts of the Entravision Parties in effect and that are principally related to the Entravision Stations (collectively, the “Material Contracts”):

(i) any Contract that involves performance of services or delivery of goods or materials by or to an Entravision Party of an amount or value in excess of $10,000 in any 12-month period;

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(ii) any note, debenture, bond, equipment trust, letter of credit, loan or other Contract for the borrowing or lending of money (other than to employees for travel expenses in the ordinary course of business) or for a line of credit or guarantee, pledge or undertaking of the indebtedness of any other Person;

(iii) any Contract that restrains the ability of an Entravision Party to engage or compete in any manner in any business or that contains any exclusivity provision;

(iv) any partnership, joint venture or similar Contract;

(v) any Contract with a sole-source supplier of any significant goods or services to the Entravision Stations (other than electricity, gas, or water);

(vi) any Contract with a current or former employee, or consultant of the Entravision Stations;

(vii) any Contract between an Entravision Party and an Affiliate thereof;

(viii) any Contract that grants a power of attorney, agency or similar authority by Entravision;

(ix) any lease, sublease, license, or other occupancy agreement for material personal or real property, including the Entravision Stations’ studio sites and transmitter sites;

(x) any Contract that relates to the acquisition or disposition of any business (whether by merger, sale of stock, sale of assets or otherwise) or a material amount of assets;

(xi) any collective bargaining Contract or other Contract with any labor organization, union or association; or

(xii) any other Contract that is material to an Entravision Station, is outside of the ordinary course of business of an Entravision Station, or is a Contract on which an Entravision Station is substantially dependent.

(b) True, fully-executed copies of each Material Contract, including all amendments and supplements, have been delivered or made available to the Univision Parties. Each Material Contract was entered into in a bona fide transaction, is a valid and binding agreement of such Entravision Party enforceable against it in accordance with its terms and the performance of which by such Entravision Party does not and will not violate any applicable Law in any material respect, and is in full force and effect. The applicable Entravision Party has duly performed in all material respects all of its obligations under each Material Contract to the extent that such obligations to perform have accrued, and no breach or default, alleged breach or alleged default, or event that would (with or without the passage of time, notice or both) constitute a material breach or default thereunder by such Entravision Party or, to the knowledge of the Entravision Parties, any other party or obligor with respect thereto, has occurred, or as a result of this Agreement or performance hereof will occur except as disclosed on Schedule 3.15. To the knowledge of the Entravision Parties, (i) no Person has given any notice (whether or not written) to the Entravision Parties that any Entravision Party has breached, violated or defaulted under any Material Contract, (ii) no Entravision Party has given (or caused the giving of a) notice to any other Person that such Person has breached, violated or defaulted under any Material Contract, and (iii) no party to any Material Contract intends to terminate, or modify the terms in any material respect, of such Material Contract.

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(c) Schedule 3.3 indicates each Station Contract for which a consent or approval by any party thereto is required thereunder for consummation of the transactions contemplated hereby.

3.16 Tower Coordinates. Where required, the current, correct vertical elevation and geographical coordinates of the antenna supporting structures of each Entravision Station are properly registered with the FCC and the United States Federal Aviation Administration (“FAA”) and comply with and correspond to the current vertical elevation and geographical coordinates authorized by the FAA, FCC and any other Governmental Entity.

3.17 Environmental Matters; OSHA.

(a) With respect to the Entravision Stations and the Sale Assets, each Entravision Party is, and all of its activities have been conducted, in compliance in all material respects with the provisions of all Environmental Laws. Each Entravision Party has all material environmental, health and safety permits necessary or required for either the operation of the Entravision Stations as currently operated or the ownership of the Sale Assets. All such permits are in full force and effect, and each Entravision Party is in compliance in all material respects with the terms and conditions of such permits.

(b) There is no Action pending or, to the knowledge of the Entravision Parties, threatened that may result in the reversal, rescission, termination, modification or suspension of any environmental or health or safety permits necessary for the operation of the Entravision Stations as currently conducted or the ownership of the Sale Assets, or alleging a material violation of any Environmental Law with respect thereto, or that could give rise to a material Liability or any clean-up or remediation under any Environmental Law with respect thereto.

(c) No Entravision Party has, and, to the knowledge of the Entravision Parties, no other Person has, caused or permitted materials to be generated, released, stored, treated, recycled, disposed of, on, under or at such parcels, which materials, if known to be present, would require clean up, removal or other remedial or responsive action under Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used or stored appropriately in the buildings or improvements on the Real Property). No Entravision Party has caused the migration of any materials from the Sale Assets onto or under any property, which materials, if known to be present, would require cleanup, removal or other remedial or responsive action under Environmental Laws. There are no underground storage tanks and no PCBs or friable asbestos in or on the Sale Assets or the Real Property.

(d) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, is subject to any Order with respect to the Entravision Stations or the Sale Assets related to or arising out of Environmental Laws, and no Entravision Party has received notice that it has been named or listed as a potentially responsible party by any Person or governmental body or agency in any matter, under Environmental Laws.

(e) No Entravision Party, nor to the Entravision Parties’ knowledge any other Person, has discharged or disposed of any petroleum product or solid waste on the Real Property or on the property adjacent to such Real Property owned by third parties, which may form the basis for any present or future claim based upon the Environmental Laws, or any demand or action seeking clean-up of any site, location, body of water, surface or subsurface, under any Environmental Laws or otherwise, or which may subject the owner of the real property to claims by third parties (except to the extent third party Liability can be established) for damages.

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(f) No portion of the Sale Assets have ever been used by the Entravision Parties, nor to the Entravision Parties’ knowledge by any other Person, in violation of Environmental Laws or as a landfill, dump site or any other use which involves the disposal or storage of Hazardous Materials on-site or in any manner which may constitute a Material Adverse Condition.

(g) No pesticides, herbicides, fertilizers or other materials have been used on, applied to or disposed of by the Entravision Parties on or in the Sale Assets in material violation of any Environmental Laws (other than normal office, cleaning and maintenance supplies in reasonable quantities used and/or stored appropriately in the buildings or improvements on the Real Property).

(h) With respect to the Sale Assets, each Entravision Party has disposed of all waste in full compliance with all Environmental Laws and, to the knowledge of the Entravision Parties, there is no existing condition that may form the basis of any present or future claim, demand or action seeking clean up of any facility, site, location or body of water, surface or subsurface, for which the Univision Parties could be liable or responsible solely as a result of the disposal of waste at such site by the Entravision Parties.

(i) Each Entravision Party has been and is in compliance in all material respects with all OSHA Laws applicable to the Sale Assets.

(j) Each Entravision Party has delivered or made available to the Univision Parties true, correct and complete copies of all reports, assessments, studies, information, and surveys in its possession or in the possession of its agents or contractors relating to past or present environmental conditions or compliance with Environmental Laws relating to the Entravision Stations or the Sale Assets.

3.18 Labor and Employment Matters.

(a) Employees. All of the employees of the Entravision Stations (the “Station Employees”) are employed by the Entravision Parties. The Entravision Parties acknowledge that the Univision Parties are not obligated to employ and do not assume any obligation with regard to any of the employees of the Entravision Parties or the Entravision Stations.

(b) Labor Matters. (i) No Entravision Party or any Affiliate thereof is party to any collective bargaining agreement with respect to the Entravision Stations or any Station Employee, (ii) no collective bargaining agent has been certified as a representative of any Station Employee, and (iii) no organizing activity or representation campaign or election is now in progress with respect to any Entravision Station or any Station Employee. There are no unfair labor practice complaints, labor disputes, grievances, strikes, slowdowns, work stoppages, picketing, lockouts, or requests for union representation pending, or to the knowledge of the Entravision Parties, threatened, relating to or affecting the Entravision Stations or any Station Employee, and there are no other existing labor or employment controversies or grievances involving the Entravision Stations or any Station Employee that have had or are reasonably likely to constitute a Material Adverse Condition. To the knowledge of the Entravision Parties, no event has occurred that could give rise to any such unfair labor practice complaint, labor dispute, grievance, strike, slowdown, work stoppage, picketing, lockout, or request for representation. There are no pending labor-related negotiations with respect to the Entravision Stations or any Station Employee.

(c) Compliance. No Entravision Party is delinquent in any payment to any Station Employee for any wages, salaries, commissions, bonuses or other direct compensation for any services performed by them or amounts required to be reimbursed to such employees. The Entravision Parties have complied in all material respects, with respect to the Entravision Stations and the Station Employees, with all Laws

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relating to the employment of labor and all employment contractual obligations, including those relating to wages, hours, collective bargaining, affirmative action, discrimination, sexual harassment, wrongful discharge and the withholding and payment of Taxes and contributions. The Entravision Parties have withheld all amounts required by Law or agreement to be withheld from the wages or salaries of the Station Employees.

(d) Actions. There are no Actions regarding harassment, discrimination, wages, hours, equal opportunity, wrongful discharge, occupational safety and health, the payment of social security and other Taxes, or any other employment-related issue or claim, pending or, to the knowledge of the Entravision Parties, threatened, relating to or affecting the Entravision Stations or any Station Employees.

(e) Payments. No bonus, incentive compensation, severance or other payments, compensation, or benefits of any kind are due to any Station Employee or any other employee of the Entravision Parties as a result of the Transactions.

3.19 Employee Benefit Plans.

(a) The Entravision Parties’ consummation of the Transactions shall not, as a result of or in connection with therewith, impose upon any Univision Party any obligation under any Benefit Plan.

(b) No Benefit Plan with respect to employees of the Entravision Stations currently or ever in the past maintained, sponsored, contributed to or required to be contributed to by any one or more of the Entravision Parties, or any one or more of their respective ERISA Affiliates, is or ever in the past was (i) subject to Title IV of ERISA, (ii) a “multiemployer plan” within the meaning of Section 3(37) of ERISA, (iii) maintained in connection with any trust described in Section 501(c)(9) of the Code, (iv) subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code, or (v) a plan described in Section 413 of the Code. “ERISA Affiliate” means any Person that, together with any of the Entravision Parties or any of their respective subsidiaries, would be deemed a “single employer” within the meaning of Section 414(b), (c), (m) or (o) of the Code.

(c) All contributions required to be made to the Benefit Plans with respect to employees of the Entravision Stations have been timely made in all material respects.

3.20 No Material Adverse Condition. Since March 31, 2005, (i) no event has occurred that would constitute a Material Adverse Condition, (ii) the Entravision Parties have operated the Entravision Stations in the ordinary course consistent with past practice, (iii) no employees or group of employees that are material to the operation of the Entravision Stations have been fired or have resigned, and (iv) no Material Contract has terminated or expired without being renewed on substantially the same terms.

3.21 Insurance. The Entravision Parties have fire, liability and other forms of insurance applicable to the Sale Assets, each of which is in an amount customary and standard to the industry practice, is in full force and effect on the date hereof, is valid and enforceable in accordance with its terms, and is in an amount consistent with past practices. No event or claim has occurred, including, without limitation, the failure by any Entravision Party to give any notice or information, or the delivery of any inaccurate or erroneous notice or information, or any reservation of rights, which limits or impairs in any material respect the rights of the insured parties under any such insurance policies with respect to the Sale Assets.

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3.22 Intellectual Property.

(a) Schedule 3.22 sets forth a list that includes all of the Station IP that is registered or subject to an application for registration (including the jurisdictions registered or where applications have been filed, and all registration numbers) as well as all unregistered trademarks. All of the foregoing registrations and applications are registered solely in the name of the Entravision Parties, are valid and subsisting and have not been abandoned, and all necessary registration, maintenance and renewal fees with respect thereto and currently due have been satisfied all material respects. The Entravision Parties have provided or made available copies of each of the foregoing applications, registrations, and any related correspondence to the Univision Parties.

(b) The Entravision Parties own, or have license to use and otherwise exploit, such rights in Intellectual Property as are necessary in all material respects for the operation of the Entravision Stations consistent with past practice, and all such rights are included within the Sale Assets. To the knowledge of the Entravision Parties, none of the Station IP infringes on, misappropriates, breaches, or violates in any material respect the Intellectual Property or other rights of, or defames in any material respect, any Person, and, to the knowledge of the Entravision Parties, no Intellectual Property of any Person has been misappropriated in any material respect. There are no claims pending or, to the knowledge of the Entravision Parties, threatened in writing against any Entravision Party alleging that the operation of the Entravision Stations as now conducted infringes or otherwise violates the Intellectual Property rights of any Person or defames any Person, or otherwise challenging the validity, enforceability, ownership, scope, right to use or otherwise exploit, or effectiveness of, or contesting such Entravision Party’s rights with respect to, any Intellectual Property, and, to the knowledge of the Entravision Parties, no other Person is infringing or otherwise violating in any material respect any Station IP.

(c) The Entravision Parties have taken reasonable measures to maintain and protect the proprietary nature of the Station IP and to maintain in confidence all material trade secrets and confidential information that it owns or uses.

3.23 Other Agreements to Sell. Other than as contemplated by this Agreement, no Entravision Party or any Affiliate thereof has any legal obligation, absolute or contingent, to any Person to directly or indirectly sell or otherwise transfer any direct or indirect interest in, or control over, the Sale Assets.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE UNIVISION PARTIES

Each Univision Party jointly and severally represents and warrants as follows to the Entravision Parties, which representations and warranties shall survive the Closing subject to the provisions of this Agreement and shall be unaffected by any investigation heretofore or hereafter made by any party.

4.1 Organization and Good Standing. Each Univision Party is duly organized, validly existing and in good standing under the Laws of the state of its formation. Each Univision Party is duly qualified or licensed to do business in good standing in each jurisdiction in which the character or location of its assets or the nature of its business, requires licensing or qualification, except where the failure to be so licensed or qualified would not, individually or in the aggregate, constitute a Univision Material Adverse Condition. Each Univision Party has all requisite corporate power to own, operate and lease its properties and carry on its business as it is now being conducted and as the same will be conducted until the Closing.

4.2 Authority. Each Univision Party has all requisite corporate or limited liability company power and authority to enter into and perform this Agreement and each Document to which it is a party

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and to carry out the Transactions. The execution and delivery by each Univision Party of this Agreement and each Document to which it is a party and the performance by it of its obligations hereunder and thereunder have been duly and validly authorized by all necessary action on the part of such Univision Party. Each of this Agreement and each Document to which each Univision Party is a party has been duly and validly executed and delivered by it and constitutes the legally valid and binding obligation of it, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar Laws and equitable principles relating to or limiting creditors’ rights generally.

4.3 Absence of Conflicts. The execution and delivery of this Agreement and the other Documents by each Univision Party do not, and the consummation of the Transactions (in each case, with or without the giving of notice or lapse of time, or both) by each Univision Party will not, (i) conflict with, breach, or violate the provisions of any of the articles of incorporation, bylaws, certificate of formation, limited liability company agreement, or other governance or charter document of such Univision Party, (ii) violate or constitute a default under any Contract of such Univision Party in any material respect, or (iii) subject to compliance with the HSR Act and the Rules and Regulations, violate or conflict with, in any material respect, any Law or any Order applicable to such Univision Party.

4.4 Governmental Consents and Consents of Third Parties. Except for such filings and consents as are required by the Rules and Regulations and the HSR Act, the execution and delivery by the Univision Parties of, and the performance of their obligations under, this Agreement and each of the other Documents, and the consummation by the Univision Parties of the Transactions, do not require the consent, waiver, approval, permit, license, clearance or authorization of, or any declaration of filing with, any Governmental Entity or any other Person, the failure of which to obtain would constitute a Univision Material Adverse Condition.

4.5 Ownership of Shares. Univision has legal title to, beneficial ownership of, and the power and authority to sell the Shares and owns and is transferring the Shares free and clear of any Liens.

ARTICLE V

OTHER AGREEMENTS

5.1 Conduct of Business Prior to the Closing Date. Between the date hereof and the Closing Date, unless Univision otherwise consents in writing, or the LMA expressly requires otherwise, the Entravision Parties shall:

(a) Operate the Entravision Stations in the ordinary course of business and otherwise conduct the business thereof in all material respects in accordance with the terms or conditions of its FCC Licenses, the Rules and Regulations, the Act and all other applicable Laws having jurisdiction over any aspect of the operation of the Entravision Stations or the Sale Assets;

(b) Use commercially reasonable efforts to maintain reasonably adequate insurance upon all of the Sale Assets to be transferred by it hereunder, in a manner consistent with such insurance existing on the date hereof;

(c) Not mortgage, pledge or subject any Sale Assets to any Lien other than a Permitted Lien;

(d) Not sell, lease or otherwise dispose of, or agree to sell, lease or otherwise dispose of, any Sale Assets, other than in the ordinary course of business;

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(e) Not amend or terminate any Material Contract that would be included in the Sale Assets at the Closing;

(f) Not enter into any new Material Contract that would be included in the Sale Assets at the Closing (provided that, for purposes of this clause (f), the applicable threshold with respect to clause (i) of the definition of Material Contract, shall be $25,000 instead of $10,000);

(g) Not settle or compromise any material claims or litigation related to the Sale Assets or the Entravision Stations (except with respect to the Actions set forth in Item 4 on Schedule 2.1(d)), or cancel any material debts or waive any material claims or rights of material value related to, the Sale Assets or the Entravision Stations;

(h) Maintain the material Sale Assets in good repair and condition, ordinary wear and tear excepted, and use, operate, maintain and repair, and replace if damaged beyond repair or worn out with an asset of equal or greater value, material Sale Assets in the ordinary course consistent with past practice, in all material respects;

(i) Maintain, preserve, renew and keep in full force and effect all material licenses, permits and authorizations that pertain to the operation of the Entravision Stations (including the FCC Licenses); prepare, timely file and prosecute the Renewal Applications; upon request, provide complete copies of the Renewal Applications to Univision; promptly respond to all requests for information from the FCC with respect to the Renewal Applications, and air all renewal pre-filing and post-filing announcements as required by the Rules and Regulations;

(j) Not introduce any material change with respect to the operation of the Entravision Stations including, without limitation, any material changes in the broadcast hours of the Entravision Stations or any other material change in the Entravision Stations’ programming policies, except such changes as in the sole discretion of the Entravision Parties, exercised in good faith after consultation with the Univision Parties, are required by the public interest;

(k) Promptly notify the Univision Parties of any Action commenced or threatened in writing against the Entravision Stations, including any opposition against or petition to deny any Renewal Application, or any material damage to or destruction of any material assets included or to be included in the Sale Assets;

(l) Promptly provide the Univision Parties with copies of all material correspondence and inquiries to and from, and all filings made with, the FCC or any other Governmental Entity with respect to the Sale Assets and the Entravision Stations, including all correspondence with respect to any pending Renewal Application and notify the Univision Parties regarding any oral inquiries from the FCC regarding any such Renewal Application;

(m) Confer with the Univision Parties prior to implementing operational decisions of a material nature, and otherwise, upon request, report periodically to the Univision Parties, concerning the Sale Assets and the Entravision Stations and its business, operations and finances;

(n) Not knowingly take any action that could reasonably be expected to cause the conditions set forth in Article VI not to be satisfied as of the Closing Date; and

(o) Not enter into any plan of the type described in Section 3.19(b).

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5.2 Governmental Consents.

(a) The parties shall file promptly with the FCC, but in any event within 10 Business Days of the date hereof, such applications and other documents, as appropriate, as may be necessary or advisable to obtain the FCC Orders. Each party shall take all commercially reasonable steps necessary to prosecute such filings with diligence and shall diligently oppose any objections to, appeals from or petitions to reconsider such approval of the FCC, to the end that the FCC Orders and a Final Action with respect thereto may be obtained as soon as practicable; provided that if any application for assignment of the FCC Licenses has been designated for hearing, either party may elect to terminate this Agreement pursuant to Section 10.1(f). Neither party shall knowingly take any action that such party knows or has reason to know would materially and adversely affect issuance of the FCC Orders or FCC Renewal Orders or would materially and adversely affect the FCC Orders or FCC Renewal Orders becoming a Final Action without a Material Adverse Condition, unless such action is requested or required by the FCC, its staff or the Rules and Regulations. Should either party become aware of any facts which could reasonably be expected to materially and adversely affect or materially delay issuance of an FCC Order or an FCC Renewal Order without a Material Adverse Condition (including but not limited to any facts which would reasonably be expected to disqualify the Univision Parties from controlling an Entravision Station), such party shall promptly notify the other party thereof in writing and both parties shall cooperate to take all reasonable steps necessary or desirable to resolve the matter expeditiously and to obtain the FCC’s approval of the FCC Orders and FCC Renewal Orders; provided that, in relation thereto, no party shall be obligated to agree to a Material Adverse Condition.

(b) If the Transactions are subject to the filing requirements of the HSR Act, or the approval by the U.S. Federal Trade Commission (the “FTC”) and the Antitrust Division of the US. Department of Justice (the “DOJ”), Univision and Entravision will (i) each make such filings as are required under Title II of the HSR Act as soon as practicable, but in any event within 10 Business Days of the date hereof, (ii) otherwise promptly comply with the applicable requirements under the HSR Act, including furnishing all information and filing all documents required thereunder, (iii) furnish to each other copies of those portions of the documents filed which are not confidential, and (iv) cooperate fully and use their respective commercially reasonable efforts to expedite compliance with the HSR Act; provided that, in relation thereto, no party shall be obligated to agree to a Material Adverse Condition.

(c) Subject to the terms and conditions herein provided, each party shall promptly determine whether any filings are required to be made with, or consents, permits, authorizations or approvals are required to be obtained from, any other Governmental Entity in connection with the execution and delivery of this Agreement and the consummation of the Transactions, and take all reasonable actions necessary to obtain any required permits, authorizations or approvals.

5.3 Other Consents. The Entravision Parties shall use commercially reasonable efforts to obtain before the Closing all of the consents or waivers to the Transactions required under any Station Contracts being assumed by the Univision Parties (the “Contract Consents”); provided that the Entravision Parties shall not be required to pay or grant any material consideration in order to obtain any such Contract Consent. Other than with respect to the Contract Consents contemplated by the previous sentence, and other than the matters contemplated by Section 5.2, the Entravision Parties shall use such further efforts as described on Exhibit E in order to consummate the Transactions and to permit the Purchase Price to be paid by Univision to Entravision entirely in shares of Entravision Stock.

5.4 Tax Returns and Payments. The Entravision Parties shall ensure that all Taxes pertaining to ownership of the Sale Assets or operation of the Entravision Stations arising prior to the Closing Date will be timely paid; provided that the Entravision Parties shall not be required to pay any such Tax so long as the validity thereof shall be contested in good faith by appropriate proceedings and

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the Entravision Parties shall have set aside adequate reserves with respect to any such Tax to the reasonable satisfaction of the Univision Parties.

5.5 Access Prior to the Closing Date. Prior to the Closing, subject to the LMA, the Entravision Parties shall give to the Univision Parties, their engineers, counsel, accountants and other representatives reasonable access during normal business hours throughout the period prior to the Closing to personnel and all of the assets, books, records and files of or pertaining to the Entravision Stations and the Sale Assets; provided that (i) the Univision Parties shall give the Entravision Parties reasonable advance notice of each date on which the Univision Parties or any such representatives desires such access, (ii) the investigations at the offices of the Entravision Parties shall be reasonable in number and frequency, and (iii) all investigations shall be conducted in such a manner as not to physically damage any property or constitute a disruption of the operation of the Entravision Stations or the Entravision Parties. The Entravision Parties shall furnish to the Univision Parties during such period all documents and copies of documents and information concerning the business and affairs of the Entravision Parties and the Entravision Stations as the Univision Parties may reasonably request. No investigation or information furnished pursuant to this Section 5.5 shall affect any representations or warranties made by the Entravision Parties herein.

5.6 Confidentiality.

(a) All confidential, nonpublic, or proprietary information (“Confidential Information”) furnished or to be furnished to one party (the “Receiving Party”) by another party (the “Disclosing Party”) (with the Univision Parties treated as a single party and the Entravision Parties treated as a single party) in connection with the Transactions or pursuant to this Agreement, including the terms and conditions of this Agreement, shall be keep strictly confidential by the Receiving Party. Each party, as Receiving Party, agrees that (a) it shall not disclose or otherwise make available, at any time, any Confidential Information of the Disclosing Party, (b) it shall protect such Confidential Information with a high degree of care to prevent the disclosure thereof, and (c) if, for any reason, the Transactions are not consummated, all Confidential Information concerning the Disclosing Party obtained by Receiving Party shall be kept confidential by Receiving Party and all copies thereof will be returned to Disclosing Party or destroyed.

(b) From and after the Closing, (1) Section 5.6(a) shall not apply to or restrict in any manner the Univision Party’s use or disclosure of Confidential Information of the Entravision Parties relating to the Sale Assets or the Entravision Stations and (2) the Entravision Parties shall keep strictly confidential (pursuant to Section 5.6(a) mutatis mutandis) all Confidential Information relating to the Sale Assets and the Entravision Stations, subject only to the exceptions set forth in Section 5.6(c).

(c) The provisions of Section 5.6(a) shall not apply with respect to information that (i) is generally available to the public, other than as a result of a disclosure or other fault by Receiving Party, (ii) is rightfully in Receiving Party’s possession free of any obligation of confidence, (iii) is developed by employees or agents of Receiving Party independently of and without reference to any information communicated to Receiving Party by Disclosing Party. Furthermore, a disclosure by Receiving Party of information of Disclosing Party (1) in response to a valid Order, (2) as required by Law or the rules and regulations of The New York Stock Exchange, (3) as necessary to establish the rights of such party under this Agreement, or (4) to such party’s accountants, lawyers, and employees who agree to keep such information confidential, shall not be considered to be a breach of this Agreement by Receiving Party; provided that, with respect to clauses (1) and (2), Receiving Party shall provide prompt prior written notice thereof to Disclosing Party to enable Disclosing Party to seek a protective Order or otherwise prevent such disclosure, that Receiving Party limit the extent of such disclosure solely to the extent required by such Order or Law, and that Receiving Party use its reasonable best efforts to ensure that such disclosed information is treated strictly confidentially by the recipients thereof.

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(d) Each party shall cause its representatives and controlled Affiliates to comply with this Section 5.6.

5.7 Public Disclosure. The parties will consult with each other and agree before issuing any press release or otherwise making any public statement with respect to the Transactions or this Agreement and will not issue any such press release or make any such filing or public statement prior to such agreement, except only to the limited extent required or advisable by Law or the rules and regulations of The New York Stock Exchange, in which case reasonable efforts to consult with the other party will be made prior to any such release or public statement.

5.8 Commercially Reasonable Efforts. Subject to the terms and conditions of this Agreement, each of the parties hereto will use commercially reasonable efforts to take all action and to do all things necessary, proper or advisable to satisfy any condition to the other parties’ obligations hereunder to consummate and make effective as soon as practicable the Transactions.

5.9 FCC Reports. The Entravision Parties shall continue to file, on a current basis until the Closing Date, all reports and documents required to be filed with the FCC with respect to the Entravision Stations. The Entravision Parties, upon request, shall provide the Univision Parties with copies of all such filings within five Business Days of the filing with the FCC.

5.10 Brokers and Finders. Each party (with the Univision Parties treated as a single party, and the Entravision Parties treated as a single party) agrees to indemnify and to hold harmless the other from any Liability for any broker, banker, finder or similar fee or commission (and the reasonable costs and expenses of defending against such Liability) incurred by such party in connection with the Transactions.

5.11 Environmental Assessment.

(a) Not later than sixty (60) days after execution of this Agreement, the Univision Parties may obtain a Phase I (the “Phase I”) environmental assessment of the Sale Assets by an environmental engineer selected by the Univision Parties. Within fourteen (14) days after the Univision Parties’ receipt of the Phase I, if the Phase I indicates environmental conditions may exist on, under or affect such properties that may constitute a violation or breach of the Entravision Parties’ representations and warranties contained in Section 3.17 of this Agreement or cause the condition contained in Section 6.7 to not be satisfied, then the Univision Parties shall be entitled to obtain a Phase II (the “Phase II”) environmental assessment of the Sale Assets, or any portion thereof (the Phase I and the Phase II, if obtained, shall be referred to herein as the “Environmental Assessment”). The Univision Parties shall commission and pay the cost of such Environmental Assessment and shall provide a copy to the Entravision Parties. The Environmental Assessment shall be subject to the confidentiality provisions of Section 5.6.

(b) If after appropriate inquiry into the previous ownership of and uses of the Real Property consistent with good commercial or customary practice, the Univision Parties reasonably conclude that environmental conditions exist on, under or affecting such properties that would constitute a violation or breach of the Entravision Parties’ representations and warranties contained in Section 3.17 of this Agreement or cause the condition contained in Section 6.7 to not be satisfied, then notwithstanding any other provisions of this Agreement to the contrary, but subject to the following sentence, the Entravision Parties shall at their sole cost and expense (up to a maximum of $1,000,000) remove, correct or remedy any condition or conditions which constitute a violation or breach of the Entravision Parties’ representations and warranties contained in Section 3.17 prior to the Closing Date and provide to the

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Univision Parties at Closing a certificate from an environmental abatement firm reasonably acceptable to the Univision Parties that such removal, correction or remedy has been completed so that the Entravision Parties’ representations and warranties contained in Section 3.17 will be true as of the Closing Date and the conditions contained in Section 6.7 will be satisfied as of the Closing Date. If the cost of removal, correction or remedy of the environmental conditions exceeds $1,000,000, the Univision Parties may elect to (i) proceed with the Closing but shall not be obligated to close under any circumstances where there exists any uncured violations of warranties, representations or covenants with respect to environmental matters or (ii) terminate the Agreement at the sole option of the Univision Parties.

5.12 No Inconsistent Activities. Between the date hereof and the Closing, each Entravision Party agrees that (i) it shall not, and it shall not authorize or permit any officer, director, employee, investment banker, attorney, advisor or agent of it to, directly or indirectly, solicit, initiate or encourage the submission of, or participate in any discussions or negotiations regarding, or furnish to any person any information with respect to, or take any other action to facilitate any inquiries or the making of, or authorize or agree to or accept, any proposal by any party to acquire the Entravision Stations or all or any material portion of the Sale Assets and (ii) it shall promptly notify Univision if any such proposal, or any inquiry or contact with any Person with respect thereto, is made after the date hereof (which notice shall include the date such proposal, inquiry or contact was made, the identity of the person making such proposal, inquiry or contact, and the material terms thereof).

5.13 Notification. A party shall promptly notify the other in writing (i) if such party becomes aware that any of its representations or warranties set forth herein were not true and correct when made or (ii) of the existence or happening of any fact, event or occurrence after the date of this Agreement that should be included in the schedules attached hereto in order to make its representations or warranties set forth herein true and correct in all material respects as of such date (or, in the case of a representation or warranty that is already subject to a “materiality” qualifier, to make such representation or warranty true and correct in all respects); provided, however, that such information is informational only and shall not in any manner constitute or cause a waiver by the other party of any of the conditions precedent to the Closing hereunder or an amendment to the disclosure schedules attached hereto, unless they are incorporated into this Agreement by a written amendment signed by the parties hereto.

5.14 Notices. After the Closing, all mail, faxes, e mails, deliveries and correspondence received by the Entravision Parties with respect to the Sale Assets will be held in trust by such Person for the Univision Parties and immediately delivered to the Univision Parties pursuant to Section 13.3.

5.15 Accounts Receivable and Payables. The Univision Parties will use commercially reasonable efforts during the four-month period beginning with the Closing Date (the “Collection Period”) to assist the Entravision Parties in the collection of all accounts receivable of the Entravision Stations existing as of the Closing Date (the “Receivables”); provided that the Univision Parties shall not be obligated to use any efforts that are more extensive than the efforts that they use to collect their own accounts receivable; provided, further, that the Univision Parties shall not (i) initiate any litigation or collection action, (ii) make any referral or compromise of any Receivables to a collection agency or attorney for collection, or (iii) settle or adjust the amount of any of the Receivables without the written approval of the Entravision Parties. The Univision Parties shall promptly remit to the Entravision Parties any amounts received with respect to the Receivables, and the Univision Parties acknowledge and agree that all Receivables collected by the Univision Parties pursuant to this section shall be the property of the Entravision Parties and shall be deemed to be held in trust for the benefit of the Entravision Parties to be remitted in accordance with this section. If a Univision Party receives monies from an account debtor of a Univision Party that is also an account debtor of an Entravision Party with respect to any of Entravision Party’s Receivables, such Univision Party shall credit the sums received to the oldest account due. The Univision Parties may pay, on behalf of the Entravision Parties, any of the accounts payable of the

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Entravision Stations existing as of the Closing Date (the “Payables”); provided that the Entravision Parties shall promptly reimburse the Univision Parties for the payment thereof upon delivery to the Entravision Parties of reasonably satisfactory evidence of the payment thereof; provided further that the Univision Parties shall be entitled to offset, against any amounts that the Univision Parties owes to the Entravision Parties under this Section 5.15, any amounts owed to the Univision Parties by the Entravision Parties under this Section 5.15.

5.16 Employees.

(a) As soon as practicable but in no event later than seven (7) days prior to the Closing Date, the Univision Parties shall identify in writing those Station Employees to whom the Univision Parties, in their sole discretion, shall offer employment effective as of the Closing Date. The Univision Parties, in their sole discretion, shall set the initial terms and conditions upon which they may offer employment to such Stations Employees, so long as the terms and conditions of offers to be made to such Station Employees are substantially consistent with terms and conditions applicable to similarly-situated Univision employees (considering, among other things, the relevant position, seniority, term of service and location). The Entravision Parties and their Affiliates shall release from employment, effective no later than the Closing Date, each such Station Employee who accepts such offer of employment (each, a “Transferred Employee”) and shall not enforce against any such Transferred Employee any non-compete or similar contractual obligations, or otherwise assert with respect to any such Transferred Employee claims, that would otherwise prohibit or place conditions on such Transferred Employee’s employment. The Entravision Parties shall use their commercially reasonable efforts to assist the Univision Parties in hiring such Station Employees to whom the Univision Parties extend offers of employment.

(b) In no event shall the Univision Parties have any Liability to the Entravision Parties or any former employee of an Entravision Party with respect to such employee’s former employment or the termination thereof, including with respect to accrued vacation or severance, and whether or not arising under Law or otherwise, and the Entravision Parties shall indemnify, defend and hold harmless the Univision Parties with respect thereto. Without limiting the generality of the foregoing, the Univision Parties shall credit periods of service with the Entravision Parties prior to the Closing only for purposes of determining eligibility, vesting and benefit entitlement under all compensation and benefit plans, programs and policies maintained by the Univision Parties after the Closing, but without duplication of benefits previously provided, and other than for purposes of determining benefits under any defined benefit pension plan. The Entravision Parties will supply the Univision Parties with such information regarding each Transferred Employee as may be reasonably necessary to carry out the undertakings contained herein.

5.17 LMA. Upon the expiration or termination of all applicable waiting periods under the HSR Act, and so long as no actions shall have been instituted which are then pending by the FTC or DOJ challenging or seeking to enjoin the consummation of the Transactions, the parties shall promptly use commercially reasonable efforts to negotiate and implement a local marketing agreement (“LMA”) with respect to the Entravision Stations on customary terms and conditions reasonably satisfactory to the parties.

5.18 Representation. The parties shall cooperate with each other to try to cause their respective national sales representatives to reach an agreement regarding the termination or buyout of the representation of the Entravision Stations under the terms of the national sales representation agreement listed on Schedule 5.18, with such efforts as further set forth on Exhibit F.

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ARTICLE VI

CONDITIONS PRECEDENT TO THE

OBLIGATIONS OF THE UNIVISION PARTIES TO CLOSE

The obligation of the Univision Parties to close the Transactions is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless waived by Univision (to the extent permitted by applicable Law) in writing:

6.1 Accuracy of Representations and Warranties. The representations and warranties of the Entravision Parties contained in this Agreement (i) will have been true and correct in all material respects as of the date of this Agreement and (ii) will be true and correct in all material respects on and as of the Closing with the same force and effect as if made on and as of the Closing, except for those representations and warranties (x) that contain any Material Adverse Condition qualification or any other materiality qualification, which representations and warranties, to the extent so qualified, shall instead be true and correct in all respects as of such respective dates and (y) that address matters only as of a particular date, which representations will have been true and correct in all material respects (subject to clause (x)) as of such particular date (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of, or modification to, representations or warranties of the Entravision Parties after the date of this Agreement will be disregarded).

6.2 Performance of Agreements. The Entravision Parties shall have performed in all material respects all of their covenants, agreements and obligations required by this Agreement and each of the other Documents to be performed or complied with by them prior to or upon the Closing Date.

6.3 FCC, HSR and Other Consents.

(a) The FCC Orders shall have been issued by the FCC without any Material Adverse Condition.

(b) The FCC Renewal Orders shall have been issued by the FCC without any Material Adverse Condition.

(c) The Entravision Parties shall have satisfied all material conditions which the FCC Orders or any Order relating thereto or in connection therewith specifies and requires to be satisfied by the Entravision Parties prior to transfer to the Univision Parties of the FCC Licenses for the Entravision Stations.

(d) If legally required, all filings with the FTC and the DOJ pursuant to the HSR Act shall have been made and all applicable waiting periods with respect to such filings (including any extensions thereof) shall have expired or been terminated and no actions shall have been instituted which are pending on the Closing Date by the FTC or DOJ challenging or seeking to enjoin the consummation of the Transactions.

(e) All other material authorizations, consents, approvals and clearances of Governmental Entities required to permit the consummation by the Univision Parties of the Transactions, shall have been obtained, all material statutory and regulatory requirements for such consummation shall have been fulfilled, and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would constitute a Material Adverse Condition.

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6.4 Adverse Proceedings. None of the Univision Parties or any of their Affiliates shall be subject to any Order restraining, imposing material limitations on or prohibiting (i) the consummation of the Transactions or (ii) their participation in the operation, management, ownership or control of the Entravision Stations, and no Action seeking to obtain any such Order shall be pending. No Governmental Entity having jurisdiction shall have notified any party to this Agreement that consummation of the Transactions would constitute a violation of applicable Laws or that it intends to commence an Action to restrain such consummation or to force divestiture, unless such Governmental Entity shall have withdrawn such notice. No Governmental Entity having jurisdiction shall have commenced any such Action.

6.5 Opinion of Entravision’s FCC Counsel. Univision shall have received from Entravision’s FCC counsel an opinion, dated the Closing Date, in substantially the form of Exhibit A.

6.6 No Cessation of Broadcasting.

(a) Between the date hereof and the Closing Date, the Entravision Stations shall not have for a period of more than 10 consecutive days, (i) ceased broadcasting on their authorized frequency, (ii) lost substantially all of their normal broadcasting capability or (iii) been broadcasting at a power level of 50% or less of their FCC authorized level. The Entravision Parties shall promptly notify the Univision Parties of the occurrence of any one or more of the foregoing events or conditions.

(b) In addition, during the five (5) days immediately preceding the Closing Date, the Entravision Stations shall have been operating continuously with substantially all of their normal broadcasting capability except for cessation or reductions for insignificant periods of time resulting from occurrences (such as lightning strikes) over which the Entravision Parties have no control or from routine maintenance. Entravision shall have the right to delay Closing for a period not to exceed thirty (30) days if Entravision reasonably determines that any action to restore the station to substantially all of its normal broadcasting capability can be completed during such delay period.

6.7 Environmental Conditions. The Environmental Assessment obtained by Univision pursuant to Section 5.11 hereof shall not have disclosed any material violation of any Environmental Law which is not removed or cured by Entravision prior to Closing.

6.8 Release of Liens. All Liens related to the Sale Assets shall have been released and discharged in full (other than those specified by clause (i), (ii) or (iv) of the definition of Permitted Liens), with such releases effective either as of the Closing or promptly after the Closing, and Univision shall have received at the Closing instruments to its reasonable satisfaction evidencing the foregoing.

6.9 Proceedings. All corporate and other proceedings of the Entravision Parties in connection with the Transactions and all documents incident thereto will be reasonably satisfactory in form and substance to Univision, and Univision will have received all such counterpart original and certified or other copies of such documents as it may reasonably request.

6.10 Title Policy. The Univision Parties shall have been issued title insurance insuring the Owned Property, dated as of the Closing, on terms and conditions reasonably satisfactory to Univision.

6.11 Closing Certificate. Entravision shall have delivered to Univision on the Closing Date a certificate in substantially the form of Exhibit B signed on behalf of Entravision by an authorized officer thereof, dated as of the Closing Date, (1) that the conditions set forth in Sections 6.1, 6.2, 6.6, and 6.8 are satisfied as of the Closing Date, (2) attaching thereto copies of all resolutions approved by the Entravision

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Parties’ Boards of Directors (or similar managing bodies) related to the Transactions (or an attestation by such individual regarding the substance of same), and (3) attaching thereto a Certificate of Good Standing issued no more than a reasonable amount of time prior to Closing by (i) its state of formation and (ii) the states where the Sale Assets are located.

6.12 Delivery of Closing Documents. The Entravision Parties shall have delivered or caused to be delivered to the Univision Parties on the Closing Date each of the Documents required to be delivered by them pursuant to Section 8.2.

ARTICLE VII

CONDITIONS PRECEDENT OF THE

OBLIGATION OF THE ENTRAVISION PARTIES TO CLOSE

The obligation of the Entravision Parties to close the transaction contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless waived by Entravision (to the extent permitted by applicable Law) in writing:

7.1 Accuracy of Representations and Warranties. The representations and warranties of the Univision Parties contained in this Agreement (i) will have been true and correct in all material respects as of the date of this Agreement and (ii) will be true and correct in all material respects on and as of the Closing with the same force and effect as if made on and as of the Closing, except for those representations and warranties (x) that contain any Material Adverse Condition qualification or any other materiality qualification, which representations and warranties, to the extent so qualified, shall instead be true and correct in all respects as of such respective dates and (y) that address matters only as of a particular date, which representations will have been true and correct in all material respects (subject to clause (x)) as of such particular date (it being understood that, for purposes of determining the accuracy of such representations and warranties, any update of, or modification to, representations or warranties of the Univision Parties after the date of this Agreement will be disregarded).

7.2 Performance of Agreements. The Univision Parties shall have performed in all material respects all of their covenants, agreements and obligations required by this Agreement and each of the other Documents to be performed or complied with by them prior to or upon the Closing Date.

7.3 FCC, HSR and Other Consents.

(a) The FCC Orders shall have been issued by the FCC.

(b) The FCC Renewal Orders shall have been issued by the FCC.

(c) If legally required, all filings with the FTC and the DOJ pursuant to the HSR Act shall have been made and all applicable waiting periods with respect to such filings (including any extensions thereof) shall have expired or been terminated and no actions shall have been instituted which are pending on the Closing Date by the FTC or DOJ challenging or seeking to enjoin the consummation of this transaction.

(d) All other material authorizations, consents, approvals and clearances of Governmental Entities required to permit the consummation by the Entravision Parties of the Transactions, shall have been obtained, all material statutory and regulatory requirements for such consummation shall have been fulfilled, and no such authorizations, consents, approvals or clearances shall contain any conditions that individually or in the aggregate would constitute a Material Adverse Condition.

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7.4 Adverse Proceedings. None of the Entravision Parties or any of their Affiliates shall be subject to any Order restraining, imposing material limitations on or prohibiting the consummation of the Transactions, and no Action seeking to obtain any such Order shall be pending. No Governmental Entity having jurisdiction shall have notified any party to this Agreement that consummation of the Transactions would constitute a violation of applicable Laws or that it intends to commence an Action to restrain such consummation or to force divestiture, unless such Governmental Entity shall have withdrawn such notice. No Governmental Entity having jurisdiction shall have commenced any such Action.

7.5 Proceedings. All corporate and other proceedings of the Univision Parties in connection with the Transactions and all documents incident thereto will be reasonably satisfactory in form and substance to Entravision, and Entravision will have received all such counterpart original and certified or other copies of such documents as it may reasonably request.

7.6 Closing Certificate. Univision shall have delivered to Entravision on the Closing Date a certificate in substantially the form of Exhibit C signed on behalf of Univision by an authorized officer thereof, dated as of the Closing Date, (1) that the conditions set forth in Sections 7.1 and 7.2 are satisfied as of the Closing Date, (2) attaching thereto copies of all resolutions approved by the Univision Parties’ Boards of Directors (or similar managing bodies) related to the Transactions (or an attestation by such individual regarding the substance of same), and (3) attaching thereto a Certificate of Good Standing issued no more than a reasonable amount of time prior to Closing by its state of formation.

7.7 Delivery of Closing Documents. The Univision Parties shall have delivered or caused to be delivered to the Entravision Parties on the Closing Date each of the Documents required to be delivered by them pursuant to Section 8.3.

ARTICLE VIII

CLOSING

8.1 Time and Place. Unless otherwise agreed to in advance by the parties, the Closing shall take place in person or via facsimile at the offices of O’Melveny & Myers LLP, 1999 Avenue of the Stars, Suite 700, Los Angeles, California 90067, or at such other place as the parties agree, at 10:00 A.M. Pacific Time on the fifth Business Day (the “Closing Date”) following the later of (i) satisfaction or waiver of all of the conditions precedent hereunder and (ii) the date on which the FCC Orders have been issued; provided that the Closing shall not occur before January 1, 2006. Notwithstanding the foregoing, the parties will endeavor in good faith to effect the Closing simultaneously in different locations to avoid the travel and additional expense of requiring all parties to be located in the same place and in connection therewith the parties will deliver, in escrow, to opposing counsel and other appropriate parties, all agreements, instructions, documents, releases, certificates, wire transfer instructions, pay-off instructions, UCC-3’s and other matters and things necessary to effect the Closing in such manner.

8.2 Documents to be Delivered to Univision by Entravision. At the Closing, Entravision shall deliver or cause to be delivered to Univision the following:

(a) A bill of sale and assumption agreement, in substantially the form of Exhibit D, dated as of the Closing, executed by Entravision.

(b) Executed releases, in suitable form for filing and otherwise in form and substance reasonably satisfactory to the Univision Parties, of any security interests granted in the Sale Assets as

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security for payment of loans and other obligations and of any other Liens (other than those specified by clause (i), (ii) or (iv) of the definition of Permitted Liens).

(c) Executed consents or waivers to the Transactions called for under Schedule 3.3, without any condition materially adverse to the Univision Parties or the Entravision Stations.

(d) A consent to assignment of lease executed by Entravision and the applicable landlord, consenting to the assignment to Univision all of Entravision’s interests in and to the leases for the Leased Property, without any condition materially adverse to the Univision Parties or the Entravision Stations.

(e) With respect to each parcel of Owned Real Property, a grant deed in a form recordable in the jurisdiction where the Owned Real Property is located and reasonably satisfactory to Univision, executed by the applicable Entravision Party and notarized.

(f) An instrument assigning to the Univision Parties all right, title and interest of the Entravision Parties in the FCC Licenses, and all other assignable or transferable governmental permits, licenses and authorizations (and any renewals, extensions, amendments or modifications thereof).

(g) All Business Records as described in Section 2.1(g); provided that such items shall be deemed to have been delivered if such items are located at the Entravision Stations at the Closing.

(h) Such additional information, documents and materials as the Univision Parties shall have reasonably requested, including without limitation, evidence that all consents and approvals required as a condition to the Univision Parties’ obligation to close hereunder have been obtained.

8.3 Documents to be Delivered to Entravision by Univision. At the Closing, with respect to the applicable Sale Assets, the Univision Parties shall deliver or cause to be delivered to the Entravision Parties the following:

(a) A bill of sale and assumption agreement, in substantially the form of Exhibit D, dated as of the Closing, executed by Univision.

(b) Certificates evidencing the Shares properly endorsed for transfer to, or accompanied by a duly executed stock power in favor of, Entravision or its nominee and otherwise in a form reasonably acceptable for transfer on the books of Entravision, if the Shares are in physical form; provided that, if the Shares are in electronic form, then the Univision Parties shall deliver at the Closing the Shares in electronic form to the transfer agent for the Entravision Stock, together with cash, if any, in immediately available funds, if required by Section 2.7.

(c) Such additional information, documents and materials as the Entravision Parties shall have reasonably requested.

ARTICLE IX

SURVIVAL OF REPRESENTATIONS AND WARRANTIES;

INDEMNIFICATION

9.1 Survival. All representations and warranties contained in this Agreement shall survive the Closing until the Survival Date, and the Closing shall not be deemed a waiver of any representation or warranty of another party contained herein. No claim may be brought under this Agreement or any other

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Document for a breach of a representation or warranty unless written notice describing in reasonable detail the nature and basis of such claim is given on or prior to the Survival Date. In the event such a notice is so given, the right to indemnification with respect thereto under this Article IX shall survive the Survival Date until such claim is finally resolved and any obligations with respect thereto are fully satisfied. For purposes of this agreement the “Survival Date” shall mean March 31, 2007, except as to any representation or warranty set forth in Sections 3.1, 3.2, 3.3, 3.4, 3.6, 3.11(a), 3.17 , 4.1, 4.2, 4.3, 4.4, or 4.5 (collectively, the “Fundamental Representations”), in which event the Survival Period shall be the applicable statute of limitations. The covenants and agreements contained herein shall survive the Closing without limitation as to time unless the covenant or agreement specifies a term, in which case such covenant or agreement shall survive until the expiration of such specified term.

9.2 Exclusivity. The parties acknowledge and agree that, should the Closing occur, the sole and exclusive remedy of the parties with respect to any and all matters arising out of, relating to or connected with this Agreement (other than claims of, or causes of action arising from, fraud, and other than as permitted pursuant to Section 13.15) from and after the Closing shall be pursuant to the indemnification provisions set forth in this Article IX.

9.3 Indemnification by the Entravision Parties.

(a) The Entravision Parties shall jointly and severally defend, indemnify and hold harmless the Univision Parties and their respective directors, officers, agents, employees, representatives, attorneys, Affiliates and successors and assigns from and against any and all Losses directly or indirectly resulting from or based upon or arising from:

(i) Any breach or non-performance by an Entravision Party of any of its representations or warranties set forth in this Agreement; or

(ii) Any breach or non-performance by an Entravision Party of any of its covenants or agreements set forth in this Agreement; or

(iii) Any Liability with respect to the Entravision Stations or the Sale Assets to the extent arising out of or relating to any occurrence or event happening before the Closing; or

(iv) The Excluded Liabilities; or

(v) Any Liability resulting from (1) any actual or alleged, known or unknown, violation of Environmental Law at any time prior to the Closing Date in connection with the Sale Assets, (ii) any actual or alleged, known or unknown, presence or release of any Hazardous Materials at any time prior to the Closing Date in soil, sediment, surface water, groundwater, air or any structure on the Real Property, including any migration of those Hazardous Materials from any portion of the Real Property to an off-site location, or (iii) any Hazardous Material generated by any of the Entravision Parties before the Closing Date and sent to an offsite location for treatment, storage, disposal or recycling.

(b) The Entravision Parties will not have any indemnity obligation arising out of Section 9.3(a)(i) (1) unless and until the aggregate amount of Losses incurred, sustained or accrued by the Univision Parties as a result of such breaches exceeds $900,000, it being understood that after such amount exceeds $900,000, the Entravision Parties will be liable for all such amounts thereunder in excess of such $900,000, and (2) in excess of $27,000,000 in the aggregate; provided that neither clause (1) nor clause (2) will apply in the case of fraud nor with respect to any of the Fundamental Representations.

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(c) By way of clarification but not limitation, in the event that a Loss is covered by Section 9.3(a)(i) but also by any of Section 9.3(a)(iii), (iv) or (v), then Section 9.3(a)(iii), (iv) or (v), as applicable, shall govern and supersede over Section 9.3(a)(i).

9.4 Indemnification by the Univision Parties.

(a) The Univision Parties shall jointly and severally defend, indemnify and hold harmless the Univision Parties and their respective directors, officers, agents, employees, representatives, attorneys, Affiliates and successors and assigns from and against any and all Losses directly or indirectly resulting from or based upon or arising from:

(i) Any breach or non-performance by a Univision Party of any of its representations or warranties set forth in this Agreement; or

(ii) Any breach or non-performance by a Univision Party of any of its covenants or agreements set forth in this Agreement; or

(iii) Any Liability with respect to the Entravision Stations or the Sale Assets to the extent arising out of or relating to any occurrence or event happening on or after the Closing; or

(iv) The Assumed Liabilities.

(b) The Univision Parties will not have any indemnity obligation arising out of Section 9.4(a)(i) (1) unless and until the aggregate amount of Losses incurred, sustained or accrued by the Entravision Parties as a result of such breaches exceeds $900,000, it being understood that after such amount exceeds $900,000, the Univision Parties will be liable for all such amounts thereunder in excess of such $900,000, and (2) in excess of $27,000,000 in the aggregate; provided that neither clause (1) nor clause (2) will apply in the case of fraud nor with respect to any of the Fundamental Representations.

(c) By way of clarification but not limitation, in the event that a Loss is covered by Section 9.4(a)(i) but also by any of Section 9.4(a)(iii) or (iv), then Section 9.4(a)(iii) or (iv), as applicable, shall govern and supersede over Section 9.4(a)(i).

9.5 Indemnification Procedures.

(a) Third Party Claims.

(i) If any claim, demand or liability is asserted by any third party (a “Third Party Claim”) against any party seeking indemnification hereunder with respect thereto (the “Indemnified Party”), the Indemnified Party will (upon notice of such Third Party Claim) promptly give written notice (the “Notice of Claim”) to the party required to provide indemnity hereunder (the “Indemnifying Party”), stating specifically the basis on which such Third Party Claim is being made, the material facts giving rise to such Third Party Claim, and the amount of the liability asserted. The failure to give such Notice of Claim shall not bar the Indemnified Party’s right to indemnification hereunder except to the extent such failure has prejudiced the Indemnifying Party’s ability to defend such Third Party Claim. The Indemnifying Party will have 15 Business Days from the date on which the Indemnifying Party receives the Notice of Claim to notify the Indemnified Party that the Indemnifying Party desires to assume the defense or prosecution of such Third Party Claim and any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a “Third Party Defense”).

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(ii) If the Indemnifying Party timely and validly assumes the Third Party Defense in accordance herewith, (1) the Indemnified Party may retain separate co-counsel at its sole cost and expense (unless a conflict-of-interest necessitates such separate counsel, in which case the Indemnifying Party shall pay the reasonable fees and expenses of such counsel) and participate in the defense of the Third Party Claim but the Indemnifying Party shall control the investigation, defense and settlement thereof, (2) the Indemnified Party will not file any papers or consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld or delayed) and (3) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld or delayed). The parties will use commercially reasonable efforts to minimize Losses from the Third Party Claim and will act in good faith in responding to, defending against, settling or otherwise dealing with such claims; provided that the foregoing will not require any Person to take any action that would violate Law or breach any then-existing Contract. The parties will also cooperate in any such defense and give each other reasonable access to all information relevant thereto. Whether or not the Indemnifying Party has assumed the Third Party Defense, such Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld or delayed).

(iii) If the Indemnifying Party does not timely and validly assume the Third Party Defense, or if the Indemnifying Party does not diligently and reasonably continue the Third Party Defense in good faith, the Indemnified Party will be entitled to assume the Third Party Defense, at its sole cost and expense (or, if it is finally determined that the Indemnified Party incurred a Loss with respect to the matter in question for which the Indemnified Party is entitled to indemnification hereunder, then at the expense of the Indemnifying Party) upon delivery of notice to such effect to the Indemnifying Party; provided that (1) the Indemnifying Party shall have the right to participate in the Third Party Defense at its sole cost and expense, but the Indemnified Party shall control the investigation, defense and settlement thereof, and (2) the Indemnifying Party will not be obligated to indemnify the Indemnified Party hereunder for any settlement entered into or any judgment that was consented to without the Indemnifying Party’s prior written consent (which consent will not be unreasonably withheld or delayed).

(b) Claims Between the Parties. If the Indemnified Party has a claim against the Indemnifying Party that does not involve a Third Party Claim, then the terms of Section 13.11 will apply.

9.6 Interest on Indemnification Payments. If it is finally determined that the Indemnifying Party owes Indemnified Party any amounts under this Article IX, the Indemnifying Party shall promptly pay such amount to Indemnified Party; provided that, if such payment is not made within 10 Business Days of the final determination of such amount, then the portion of such amount that remains unpaid will accrue interest from such date until fully paid at a rate per annum equal to the “prime rate” (as published in the Wall Street Journal, Eastern Edition, and as in effect from time to time during such period) plus 5%.

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ARTICLE X

TERMINATION

10.1 Termination. This Agreement may be terminated and the Transactions may be abandoned at any time prior to the Closing:

(a) by mutual written consent of the parties;

(b) by any party if the Closing does not occur on or before January 31, 2006; provided that the right to terminate this Agreement under this clause (b) shall not be available to any party whose breach of a representation, warranty, covenant or agreement under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date (with the Entravision Parties treated as a single party and with the Univision Parties treated as a single party);

(c) by any party (provided that such party is not in material breach of any of the representations, warranties, covenants or other agreements contained herein) if (i) there has been a material breach by the other party of any representation, warranty, covenant or agreement contained in this Agreement and (ii) such breach is not curable, or, if curable, is not cured within 10 Business Days after written notice of such breach is given to such other party (with the Entravision Parties treated as a single party and with the Univision Parties treated as a single party);

(d) by any party if a Governmental Entity shall have issued an Order or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Transactions, which Order or other action is final and non-appealable;

(e) by any party if any event occurs or condition exists which would render impossible the satisfaction of one or more conditions to the obligations of such party to consummate the Transactions as set forth in Section 6 or Section 7, as applicable;

(f) by any party at any time following a determination by the FCC that the applications for consent to assignment of the FCC Licenses, or any of them, have been designated for hearing; provided that the terminating party is not then in material breach under this Agreement (with the Entravision Parties treated as a single party and with the Univision Parties treated as a single party); or

(g) at the written election by Univision under Section 5.11 or Article XI.

10.2 Effect of Termination. Upon any termination of this Agreement as provided in Section 10.1, this Agreement shall immediately become void and there shall be no liability or obligation on the part of any party or their respective officers, directors, stockholders or Affiliates; provided that (a) the provisions of Sections 5.6 10.2, and Article XIII shall remain in full force and effect and survive any termination of this Agreement and (b) such termination shall not relieve any party to this Agreement from any violations of this Agreement that occurred prior to such termination.

10.3 Termination Notice. Each notice given by a party pursuant to Section 10.1 to terminate this Agreement shall specify the clause or clauses thereof pursuant to which such notice is given.

ARTICLE XI

CASUALTY

Upon the occurrence of any casualty loss, damage or destruction material to the operation of the Entravision Stations or the Sale Assets prior to the Closing, the Entravision Parties shall promptly give the Univision Parties written notice setting forth in detail the extent of such loss, damage or destruction and the cause thereof if known. The Entravision Parties shall at their sole cost and expense (up to a maximum of $1,000,000) use commercially reasonable efforts to promptly commence and thereafter to diligently proceed to repair or replace any such lost, damaged or destroyed property. If such repair or replacement is not fully completed prior to the Closing Date, the Univision Parties may elect at their sole

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option to postpone the Closing until the Entravision Parties’ repairs have been fully completed (not to exceed ninety (90) days) or to consummate the Transactions on the Closing Date, in which event (1) the Entravision Parties shall assign to the Univision Parties the portion of the insurance proceeds (less all reasonable costs and expenses, including without limitation attorney’s fees, expenses and court costs incurred by the Entravision Parties to collect such amounts), if any, not previously expended by the Entravision Parties to repair or replace the damaged or destroyed property (such assignment of proceeds to take place regardless of whether the parties close on the scheduled or deferred Closing Date) and (2) the Univision Parties shall accept the damaged Sale Assets in their damaged condition provided that the Entravision Parties have satisfied their insurance obligations in Section 5.1(b) hereof. If the Entravision Parties are unable to complete the repairs within such ninety (90) day period, the Univision Parties shall have the option to terminate this Agreement.

ARTICLE XII

CONTROL OF STATION

Between the date of this Agreement and the Closing Date, the Univision Parties shall not control, manage or supervise the operation of the Entravision Stations, all of which shall remain the sole responsibility and under the control of the Entravision Parties.

ARTICLE XIII

MISCELLANEOUS

13.1 Further Actions. From time to time before, at and after the Closing, each party, at its expense and without further consideration, will execute and deliver such documents to another party as such party may reasonably request in order more effectively to consummate the Transactions.

13.2 Payment of Expenses.

(a) Any filing fees assessed by the FCC in connection with the filings contemplated by Section 5.2(a) or consummation of the Transactions shall be shared equally between Univision and Entravision.

(b) Any filing fees assessed in connection with the filings contemplated by Section 5.2(b) shall be shared equally between Univision and Entravision.

(c) All state or local sales or use, stamp or transfer, grant and other similar Taxes payable in connection with consummation of the Transactions shall be paid for by the party required to pay such amount by Law or local customs.

(d) Except as otherwise expressly provided in this Agreement, each party will each pay its own expenses incident to the negotiation, preparation and performance of this Agreement and the Transactions, including the fees, expenses and disbursements of their respective investment bankers, accountants and counsel and the filing fees and costs for any required Approvals or Permits. If any party brings any Action for the breach of this Agreement or misrepresentation by another party, the substantially prevailing party will be entitled to reimbursement of its reasonable attorney’s fees, costs and expenses incurred in connection with such Action.

13.3 Notices. All notices, demands, amendments, waivers, consents, approvals, and other communications required or permitted under this Agreement must be in writing and expressly reference

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this Agreement. Any such items requiring delivery must be delivered: (a) in person; (b) by recognized courier or messenger service that obtains the addressee’s written acknowledgement of receipt; or (c) by facsimile, e-mail, or other generally accepted means of electronic transmission only with a verification of delivery. Documents are deemed delivered when actually delivered to or delivery is refused at the address set forth below for notices. Any party can furnish by written notice, from time to time, other replacement addresses for deliveries to it.

If to a Univision Party:

c/o Univision Radio

3102 Oak Lawn Avenue, Suite 215

Dallas, Texas 75219

Attention: Timothy P. Ward

Telephone: (214) 525-7723

Fax:     (214) 525-7793

With copy (which shall not constitute legal notice) to:

Univision Communications Inc.	and	O’Melveny & Myers LLP
5999 Center Drive		1999 Avenue of the Stars
Los Angeles, CA 90045-0073		Los Angeles, CA 90067
Telephone: (310) 348-3696		Telephone: (310) 553-6700
Fax: (310) 348-3679		Fax:   (310) 246-6779
Attention: Chris Wood, Esq.		Attention: Robert Haymer, Esq.

If to an Entravision Party:

c/o Entravision Communications Corporation

2425 Olympic Boulevard, Suite 6000 West

Santa Monica, California 90404

Attention: Walter F. Ulloa

Telephone: (310) 447-3870

Fax:     (310) 447-3899

With copy (which shall not constitute legal notice) to:

Entravision Communications Corporation

2425 Olympic Boulevard, Suite 6000 West

Santa Monica, California 90404

Attention: Michael G. Rowles, Esq.

Telephone: (310) 447-3873

Fax:     (310) 449-1306

13.4 Entire Agreement; No Third Party Beneficiaries. This Agreement together with its exhibits and schedules, the LMA, and the other Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, both written and oral, among the parties with respect to the subject matter of this Agreement. No warranty, representation, inducement, promise, understanding or condition not set forth herein has been made or relied upon by either party hereto with respect to the subject matter of this Agreement. Neither this Agreement nor any provision hereof is intended to confer upon any person other

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than the parties hereto any rights or remedies hereunder. The headings in this Agreement are only for convenience and are not to be considered in construing this Agreement.

13.5 Assignment; Successor and Assigns. Except as otherwise permitted herein, the respective rights of the parties under this Agreement are not assignable without the prior written consent of the other parties; provided, that a party may assign its rights under this Agreement without the consent of the other parties to an Affiliate of such party; provided, further, that a party may assign its rights and obligations under this Agreement without the consent of the other parties to the successor of such party’s business in connection with the direct or indirect sale, merger, consolidation or similar reorganization of such party or its business (or, in the case of the Univision Parties, the Entravision Stations). This Agreement inures to the benefit of, and is binding upon, the successors and permitted assigns of the parties hereto

13.6 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

13.7 Bulk Sales. Each of the parties hereby waives compliance with the provisions of the Bulk Sales Act and similar Laws of any state or jurisdiction, if applicable, in connection with the Transactions.

13.8 Amendments; Waivers. All parties must approve any amendment to this Agreement, however any waiver of any right or remedy requires only the consent of the party waiving it. Every amendment or waiver must be in writing and designated as an amendment or waiver, as appropriate. No failure by any party to insist on the strict performance of any provision of this Agreement, or to exercise any right or remedy, will be deemed a waiver of such performance, right or remedy, or of any other provision of this Agreement.

13.9 Severability. If any one or more of the provisions contained in this Agreement should be found invalid, illegal or unenforceable, in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Any illegal or unenforceable term shall be deemed to be void and of no force and effect only to the minimum extent necessary to bring such term within the provisions of applicable Law and such term, as so modified, and the balance of this Agreement shall then be fully enforceable.

13.10 Counterparts. This Agreement may be executed in one or more counterparts, all of which are considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. A facsimile signature page will be deemed an original.

13.11 Dispute Resolution. Except as provided in Section 13.15, any dispute among the parties and arising out of or relating to this Agreement will be resolved in accordance with the procedures specified in this Section. The parties intend that these provisions will be valid, binding, enforceable, exclusive and irrevocable and will survive any termination of this Agreement.

(a) Notification and Negotiation. Upon any dispute arising out of or relating to this Agreement (including but not limited to its application, interpretation, or any alleged breach hereunder), the party raising the dispute will give written notice to the other parties to the dispute describing the nature of the dispute following which the parties to such dispute shall attempt for a period of 10 Business Days to resolve such dispute by negotiation between executives who have authority to settle such dispute. All such negotiations shall be confidential and treated as compromise and settlement negotiations for

37

purposes of any applicable rules of evidence. The statute of limitations applicable to the commencement of a Lawsuit shall apply to the commencement of an arbitration hereunder, except that no defenses will be available based upon the passage of time during any such negotiation.

(b) Submission to Arbitration. Any dispute (including the determination of the scope or applicability of this agreement to arbitrate) that is not resolved pursuant to Section 13.11(a) shall be submitted to and determined by final and binding arbitration in Los Angeles, California before one independent arbitrator, in accordance with the Laws of the State of California for agreements made in and to be performed in that State. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. The arbitrator shall designate the place and time of the hearing. The hearing shall be scheduled to begin as soon as practicable and no later than 30 days after the appointment of the arbitrator (unless such period is extended by the arbitrator for good cause shown) and shall be conducted as expeditiously as possible. The award, which shall set forth the arbitrator’s findings of fact and conclusions of Law, shall be filed with JAMS and mailed to the parties no later than thirty (30) days after the close of the arbitration hearing. The arbitration award shall be final and binding on the parties and not subject to collateral attack. Judgment upon the arbitration award may be entered in any federal or state court having jurisdiction thereof. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party.

(c) Regardless of the foregoing, a party shall have the right to seek immediate injunctive relief pursuant to Section 13.15 without regard to any such 10-day negotiation period.

13.12 Interpretation. The express terms of this Agreement control and supersede any course of performance or trade custom or usage inconsistent with any of its terms. Unless the context otherwise requires: (i) “or” is not exclusive; (ii) words in the singular include the plural, and words in the plural include the singular; (iii) “herein,” “hereof,” and other similar words refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause, or other subdivision; (iv) unless otherwise indicated or obvious, all references to “Section,” “Exhibit,” “Schedule,” “Appendix,” or similar words refer to the particular Section in or Exhibit, Schedule, Appendix, or similar item attached to this Agreement; (v) “including” will be deemed to be followed by “, but not limited to,”; (vi) the masculine, feminine, and neuter genders will each be deemed to include the others; (vii) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (viii) “day” means calendar day, unless the term “Business Day’ is used; and (ix) all references to dollars are to currency of the United States of America.

13.13 No Presumption. The parties to this Agreement and their counsel have mutually contributed to its drafting. Consequently, no provision of this Agreement shall be construed against any party on the ground that such party drafted the provision or caused it to be drafted or the provision contains a covenant of such party. Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not apply in interpreting this Agreement.

13.14 WAIVERS OF TRIAL BY JURY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING, CROSS CLAIM OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO AGAINST ANY OTHER PARTY HERETO ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE RELATIONSHIP OF THE PARTIES CREATED HEREBY.

13.15 Specific Performance. Each party acknowledges that the Stations and the Sale Assets are of a special, unique, and extraordinary character, and that any breach of this Agreement by either party may not be fully compensated for by monetary damages. Accordingly, if any party shall breach its obligations under this Agreement, the other parties shall be entitled, in addition to any of the remedies that it may have, to enforcement of this Agreement (subject to obtaining any required approval of the FCC) by decree of specific performance or injunctive relief requiring the breaching party to fulfill its obligations under this Agreement. In any action to equitably enforce the provisions of this Agreement, the parties shall waive the defense that there is an adequate remedy at Law or equity and agree that the parties shall have the right to obtain specific performance of the terms of this Agreement without being required to prove actual damages, post bond or furnish other security.

[Remainder of Page Intentionally Left Blank]

38

IN WITNESS WHEREOF, the parties hereto have executed this Asset Purchase Agreement as of the date first above written.

ENTRAVISION HOLDINGS, LLC
By:	/s/ Walter F. Ulloa
Name:	Walter F. Ulloa
Title:	Chairman and Chief Executive Officer
ENTRAVISION COMMUNICATIONS CORPORATION
By:	/s/ Walter F. Ulloa
Name:	Walter F. Ulloa
Title:	Chairman and Chief Executive Officer
UNIVISION RADIO LICENSE CORPORATION
By:	/s/ C. Douglas Kranwinkle
Name:	C. Douglas Kranwinkle
Title:	Vice President
UNIVISION COMMUNICATIONS INC.
By:	/s/ C. Douglas Kranwinkle
Name:	C. Douglas Kranwinkle
Title:	Executive Vice President

[Signature Page to Asset Purchase Agreement]

EX-10.1

Exhibit 10.1

Univision Communications Inc.

1999 Avenue of the Stars Suite 3050

Los Angeles, California 90067

September 9, 2005

CONFIDENTIAL

Via Hand Delivery

Entravision Communications Corporation

2425 Olympic Blvd., Suite 6000 West

Santa Monica, California, 90404

Attn: Walter F. Ulloa

Univision Communications Inc. (“Univision”) has requested that Entravision Communications Corporation (“Entravision”) sell up to the “Specified Number” (as defined below) of shares of Entravision Class A Common Stock to the public (the “Public Offering”) pursuant to its effective shelf registration statement 333-37894 (or similar registration statement then effective) and concurrently repurchase the same number of shares of Entravision Class U Common Stock (“Shares”) beneficially owned by Univision for an amount equal to the gross proceeds minus underwriting discounts and commissions to Entravision from the Public Offering (the “Univision Purchase”, and together with the Public Offering, the “Sale Transaction”). The “Specified Number” is that number of Shares which will result in Univision owning, after such transaction (and taking into account any Shares repurchased by Entravision under the Asset Purchase Agreement dated as of July 26, 2005 by and between Univision and Entravision (the “Asset Agreement”)) fewer than 15% of the outstanding shares of Common Stock of Entravision. For avoidance of doubt, the price for which each share of Class A Common Stock is sold by Entravision to the underwriter and the price for which each share of Class U Common Stock is purchased by Entravision in the Univision Purchase shall be the same, which price shall be acceptable to Univision.

By executing and returning this letter agreement, Entravision grants Univision the right, by giving written notice to Entravision at any time after the Trigger Date (as defined below) through and including March 26, 2006, to request that Entravision enter into a firm commitment underwriting agreement with a major investment bank chosen by Univision from a list of such banks agreed to by Univision and Entravision pursuant to which the Public Offering would be effected (subject to the terms and conditions of such underwriting agreement, which shall be in a standard form for such investment bank) no later than the third business day after Univision gives such notice of the number of Shares to be subject to the Univision Purchase (such third business day, the “Repurchase Agreement Date”). Univision will have the right to complete, or cause Entravision to complete, only one Sale Transaction. Univision acknowledges and

agrees that Entravision is undertaking the Public Offering as an accommodation to Univision and that Entravision will use all reasonable efforts to effect the Public Offering but does not guarantee or otherwise warrant the terms of the Public Offering or that the Public Offering will be consummated, and provided that Entravision’s obligations under this paragraph are conditioned upon Univision providing all information reasonably necessary and otherwise cooperating to the extent reasonably necessary with Entravision in effecting the Sale Transaction. Entravision agrees that Entravision will agree to a standard “lock-up” provision if required by the underwriter of the Public Offering and Univision agrees that Univision will agree to the same “lock-up” provisions (subject to an exception for sales required to comply with the consent decree pursuant to which the United States Department of Justice approved Univision’s acquisition of Hispanic Broadcasting Corporation, if such exception is agreed to by such underwriter) as are agreed to by Entravision in connection with the Public Offering. Univision agrees that it will agree to consummate the Univision Purchase on the closing of the Public Offering.

The “Trigger Date” shall be the earliest of:

(a) the closing of the refinancing or replacement of Entravision’s existing senior credit facility, provided such refinancing or replacement permits Entravision to repurchase its own equity securities in an amount sufficient for Entravision to effect the stock purchase contemplated under that Asset Agreement (at the highest level permitted by the Asset Agreement) as well as the Univision Purchase, and provided, further that, if Entravision is advised by a nationally recognized law firm that a public offering of Entravision securities on such date would require the disclosure of material non-public information Entravision may, in its sole discretion, defer entry into such firm commitment underwriting agreement (but not beyond the dates set forth in (b) and (c) below);

(b) two full trading days after Entravision issues its 2005 third quarter earnings press release, and

(c) November 9, 2005.

In consideration of such agreement, Univision agrees with respect to all Entravision equity securities beneficially owned by Univision not to exercise any right to demand registration of the sale of any such equity securities under the Investor Rights Agreement dated as of August __, 2000, as amended July 29, 2005 (the “Agreement”), by and among Entravision, Univision and the other stockholders named therein until the fourth business day after the Repurchase Agreement Date. If and when Univision exercises its demand right under the Agreement, Entravision and Univision acknowledge and agree that the 20-day notice period required by Section 1.2.1(a) of the Agreement will not apply to such demand, since the registration rights of the other Holders under the Agreement have expired. Entravision agrees that (a) until the fourth business day after the Repurchase Agreement Date, Entravision will not notify Univision that Univision has ten days to request registration under the Agreement, and (b) the Agreement is hereby further amended as set forth on Exhibit A. Notwithstanding anything contained herein or in the Agreement to the contrary, no transferee of Shares shall be entitled to any rights hereunder.

Univision will bear its own legal costs and expenses in connection with this letter agreement, the amendment to the Agreement set forth on Exhibit A, and the Sale Transaction.

If the terms of this letter agreement are acceptable to you, please sign below and return a copy to me.

Sincerely,

/s/ Andrew Hobson

Andrew Hobson

Senior Executive Vice President

Accepted and Agreed:
ENTRAVISION COMMUNICATIONS CORPORATION
By:	/s/ Walter F. Ulloa
	Walter F. Ulloa
Its:	Chairman and Chief Executive Officer

EXHIBIT A

AMENDMENT TO INVESTOR RIGHTS AGREEMENT

This AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT dated as of August __, 2000 (the “Agreement”), by and among Entravision Communications Corporation (“Entravision”), Univision Communications Inc. (“Univision”) and the other stockholders named therein is dated as of September 9, 2005. Terms used in this Amendment without definition have the meanings ascribed to them in the Agreement.

Notwithstanding anything to the contrary contained in the Agreement,

(a) from and after the earlier of (1) the fourth business day after Repurchase Agreement Date (as defined in the letter agreement between Entravision and Univision dated as of September 9, 2005) and (2) March 26, 2006, Univision may exercise one registration right under Section 1.2 of the Agreement with respect to Univision’s Registrable Securities and on the terms and conditions otherwise set forth in the Agreement (a “Demand Right”) on or before March 26, 2009 (the “2009 Demand Right”); and

(b) from and after the fourth business day after Repurchase Agreement Date, if Univision then beneficially owns 15% or more of Entravision Holdings (as defined in the consent decree pursuant to which the United States Department of Justice approved Univision’s acquisition of Hispanic Broadcasting Corporation), Univision may exercise an additional Demand Right on or before March 26, 2006 (the “2006 Demand Right”).

Entravision shall not be required to keep a registration statement relating to the 2009 Demand Right effective for more than 90 days. Entravision shall be required to keep a registration statement relating to the 2006 Demand Right effective until the later of (i) March 26, 2006 and (ii) the 90th day after its effectiveness. Entravision acknowledges that (x) any effectiveness period shall continue to be extended as provided in Section 1.5.1 of the Agreement; (y) this Amendment meets the conditions for an effective amendment under Section 2.7 of the Agreement; and (z) Entravision (A) does not have the right (under the Agreement or otherwise) with respect to the 2009 Demand Right to notify Univision that Univision must exercise its demand registration rights within any specified period (B) does have the right to provide notice to Univision that it has 10 days to exercise the 2006 Demand Right.

[signature page follows]

In Witness Whereof, the parties have executed this Amendment as of the date first written above.

ENTRAVISION COMMUNICATIONS CORPORATION

By:

Its:

UNIVISION COMMUNICATIONS INC.

By:

Its:

EX-10.2

Exhibit 10.2

AMENDMENT TO INVESTOR RIGHTS AGREEMENT

This AMENDMENT TO THE INVESTOR RIGHTS AGREEMENT dated as of August __, 2000 (the “Agreement”), by and among Entravision Communications Corporation (“Entravision”), Univision Communications Inc. (“Univision”) and the other stockholders named therein is dated as of September 9, 2005. Terms used in this Amendment without definition have the meanings ascribed to them in the Agreement.

Notwithstanding anything to the contrary contained in the Agreement,

(a) from and after the earlier of (1) the fourth business day after Repurchase Agreement Date (as defined in the letter agreement between Entravision and Univision dated as of September 9, 2005) and (2) March 26, 2006, Univision may exercise one registration right under Section 1.2 of the Agreement with respect to Univision’s Registrable Securities and on the terms and conditions otherwise set forth in the Agreement (a “Demand Right”) on or before March 26, 2009 (the “2009 Demand Right”); and

(b) from and after the fourth business day after Repurchase Agreement Date, if Univision then beneficially owns 15% or more of Entravision Holdings (as defined in the consent decree pursuant to which the United States Department of Justice approved Univision’s acquisition of Hispanic Broadcasting Corporation), Univision may exercise an additional Demand Right on or before March 26, 2006 (the “2006 Demand Right”).

Entravision shall not be required to keep a registration statement relating to the 2009 Demand Right effective for more than 90 days. Entravision shall be required to keep a registration statement relating to the 2006 Demand Right effective until the later of (i) March 26, 2006 and (ii) the 90th day after its effectiveness. Entravision acknowledges that (x) any effectiveness period shall continue to be extended as provided in Section 1.5.1 of the Agreement; (y) this Amendment meets the conditions for an effective amendment under Section 2.7 of the Agreement; and (z) Entravision (A) does not have the right (under the Agreement or otherwise) with respect to the 2009 Demand Right to notify Univision that Univision must exercise its demand registration rights within any specified period (B) does have the right to provide notice to Univision that it has 10 days to exercise the 2006 Demand Right.

[signature page follows]

In Witness Whereof, the parties have executed this Amendment as of the date first written above.

ENTRAVISION COMMUNICATIONS CORPORATION
By:	/s/ Walter F. Ulloa
	Walter F. Ulloa
Its:	Chairman and Chief Executive Officer
UNIVISION COMMUNICATIONS INC.
By:	/s/ Andrew Hobson
	Andrew Hobson
Its:	Senior Executive Vice President and CFO

EX-10.3

Exhibit 10.3

Execution Copy

CREDIT AND GUARANTY AGREEMENT

dated as of September 29, 2005

among

ENTRAVISION COMMUNICATIONS CORPORATION,

CERTAIN SUBSIDIARIES OF

ENTRAVISION COMMUNICATIONS CORPORATION, as Guarantors,

VARIOUS LENDERS,

GOLDMAN SACHS CREDIT PARTNERS L.P.,

as Joint Lead Arranger, Joint Book Manager and Co-Syndication Agent,

UNION BANK OF CALIFORNIA, N.A.,

as Joint Book Manager, Administrative Agent and Collateral Agent,

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arranger, Joint Book Manager and Co-Syndication Agent

and

WACHOVIA BANK, NATIONAL ASSOCIATION, HARRIS NESBITT

and NATIONAL CITY BANK,

as Documentation Agents

$650 million Senior Secured Credit Facilities

TABLE OF CONTENTS

	Page
SECTION 1. DEFINITIONS AND INTERPRETATION	2
1.1. Definitions	2
1.2. Accounting Terms	31
1.3. Interpretation, etc.	31
SECTION 2. LOANS AND LETTERS OF CREDIT	31
2.1. Term Loans	31
2.2. Revolving Loans	32
2.3. Issuance of Letters of Credit and Purchase of Participations Therein	33
2.4. Pro Rata Shares; Availability of Funds	37
2.5. Use of Proceeds	37
2.6. Evidence of Debt; Register; Lenders’ Books and Records; Notes	38
2.7. Interest on Loans	38
2.8. Conversion/Continuation	40
2.9. Default Interest	41
2.10. Fees	41
2.11. Scheduled Payments	43
2.12. Voluntary Prepayments/Commitment Reductions	44
2.13. Mandatory Prepayments/Commitment Reductions	45
2.14. Application of Prepayments/Reductions	47
2.15. General Provisions Regarding Payments	48
2.16. Ratable Sharing	49
2.17. Making or Maintaining Eurodollar Rate Loans	49
2.18. Increased Costs; Capital Adequacy	51
2.19. Taxes; Withholding, etc.	53
2.20. Obligation to Mitigate	55
2.21. Defaulting Lenders	55
2.22. Removal or Replacement of a Lender	56
2.23. Incremental Facilities	57
SECTION 3. CONDITIONS PRECEDENT	58
3.1. Closing Date	58
3.2. Conditions to Each Credit Extension	62
SECTION 4. REPRESENTATIONS AND WARRANTIES	63
4.1. Organization; Requisite Power and Authority; Qualification	63
4.2. Capital Stock and Ownership	64
4.3. Due Authorization	64
4.4. No Conflict	64
4.5. Governmental Consents	64
4.6. Binding Obligation	64
4.7. Historical Financial Statements	65
4.8. Projections	65

ii

4.9. No Material Adverse Change	65
4.10. No Restricted Junior Payments	65
4.11. Adverse Proceedings, etc.	65
4.12. Payment of Taxes	65
4.13. Properties	66
4.14. Environmental Matters	66
4.15. No Defaults	67
4.16. Material Contracts	67
4.17. Media Licenses	67
4.18. FCC-Related Representations	68
4.19. Governmental Regulation	69
4.20. Outdoor Licenses	69
4.21. Margin Stock	69
4.22. Employee Matters	69
4.23. Employee Benefit Plans	70
4.24. Certain Fees	70
4.25. Solvency	70
4.26. Related Agreements	70
4.27. Compliance with Statutes, etc.	71
4.28. Disclosure	71
4.29. Patriot Act.	71
SECTION 5. AFFIRMATIVE COVENANTS	72
5.1. Financial Statements and Other Reports	72
5.2. Existence	75
5.3. Payment of Taxes	76
5.4. Maintenance of Properties	76
5.5. Insurance	76
5.6. Inspections	76
5.7. Lenders Meetings	77
5.8. Compliance with Laws	77
5.9. Environmental	77
5.10. Subsidiaries	78
5.11. Additional Material Real Estate Assets	79
5.12. Media Licenses	80
5.13. License Subsidiaries	80
5.14. Interest Rate Protection	80
5.15. Further Assurances	80
SECTION 6. NEGATIVE COVENANTS	81
6.1. Indebtedness	81
6.2. Liens	83
6.3. Equitable Lien	84
6.4. No Further Negative Pledges	84
6.5. Restricted Junior Payments	84
6.6. Restrictions on Subsidiary Distributions	85
6.7. Investments	85

iii

6.8. Financial Covenants	86
6.9. Fundamental Changes; Disposition of Assets; Acquisitions	89
6.10. Disposal of Subsidiary Interests	91
6.11. Sales and Lease-Backs	91
6.12. Transactions with Shareholders and Affiliates	91
6.13. Conduct of Business	92
6.14. Permitted Activities of License Subsidiaries	92
6.15. Amendments or Waivers of Organizational Documents and Certain Related Agreements	92
6.16. Amendments or Waivers with respect to Subordinated Indebtedness	92
6.17. Fiscal Year	93
SECTION 7. GUARANTY	93
7.1. Guaranty of the Obligations	93
7.2. Contribution by Guarantors	93
7.3. Payment by Guarantors	94
7.4. Liability of Guarantors Absolute	94
7.5. Waivers by Guarantors	96
7.6. Guarantors’ Rights of Subrogation, Contribution, etc.	97
7.7. Subordination of Other Obligations	98
7.8. Continuing Guaranty	98
7.9. Authority of Guarantors or Company	98
7.10. Financial Condition of Company	98
7.11. Bankruptcy, etc.	98
7.12. Discharge of Guaranty Upon Sale of Guarantor	99
SECTION 8. EVENTS OF DEFAULT	99
8.1. Events of Default	99
SECTION 9. AGENTS	103
9.1. Appointment of Agents	103
9.2. Powers and Duties	103
9.3. General Immunity	104
9.4. Agents Entitled to Act as Lender	105
9.5. Lenders’ Representations, Warranties and Acknowledgment.	105
9.6. Right to Indemnity	106
9.7. Successor Administrative Agent and Collateral Agent	106
9.8. Collateral Documents and Guaranty	107
SECTION 10. MISCELLANEOUS	107
10.1. Notices	107
10.2. Expenses	108
10.3. Indemnity	109
10.4. Set-Off	109
10.5. Amendments and Waivers	110
10.6. Successors and Assigns; Participations	112
10.7. Independence of Covenants	115

iv

10.8. Survival of Representations, Warranties and Agreements	115
10.9. No Waiver; Remedies Cumulative	115
10.10. Marshalling; Payments Set Aside	115
10.11. Severability	116
10.12. Obligations Several; Independent Nature of Lenders’ Rights	116
10.13. Headings	116
10.14. APPLICABLE LAW	116
10.15. CONSENT TO JURISDICTION	116
10.16. WAIVER OF JURY TRIAL	117
10.17. Confidentiality	117
10.18. Usury Savings Clause	118
10.19. Counterparts	118
10.20. Effectiveness	118
10.21. Patriot Act.	119
10.22. Electronic Execution of Assignments	119

v

APPENDICES:	A-1	Term Loan Commitments
	A-2	Revolving Commitments
	B	Notice Addresses
SCHEDULES:	2.3(a)	Existing Letters of Credit
	3.1(c)	Jurisdictions of Organization and Qualification
	4.2	Capital Stock and Ownership
	4.13	Real Estate Assets
	4.16	Material Contracts
	4.17	Media Licenses
	4.18(a)	Pending FCC Applications, Complaints, Investigations, Etc.
	4.18(c)	Signal Interference
	4.18(f)	Digital Television Migration
	6.1	Certain Indebtedness
	6.2	Certain Liens
	6.6	Restrictions on Subsidiaries in Existing Contractual Obligations
	6.7	Certain Investments
	6.12	Certain Affiliate Transactions
EXHIBITS:	A-1	Funding Notice
	A-2	Conversion/Continuation Notice
	A-3	Issuance Notice
	B-1	Term Loan Note
	B-2	Revolving Loan Note
	B-3	Incremental Loan Note
	C	Compliance Certificate
	D-1	Opinion of Counsel
	D-2	Opinion of FCC Counsel
	D-3	Opinion of General Counsel of Company
	E	Assignment Agreement
	F	Certificate Re Non-bank Status
	G-1	Closing Date Certificate
	G-2	Solvency Certificate
	H	Counterpart Agreement
	I	Pledge and Security Agreement
	J	Joinder Agreement

vi

CREDIT AND GUARANTY AGREEMENT

This CREDIT AND GUARANTY AGREEMENT, dated as of September 29, 2005 is entered into by and among ENTRAVISION COMMUNICATIONS CORPORATION, a Delaware corporation (“Company”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P. (“GSCP”), as Co-Syndication Agent, Joint Lead Arranger and Joint Book Manager (together with its permitted successors in such capacities, a “Syndication Agent”), UNION BANK OF CALIFORNIA, N.A. (“UBOC”), as Joint Book Manager, Administrative Agent (together with its permitted successors in such capacity, “Administrative Agent”) and Collateral Agent (together with its permitted successors in such capacity, “Collateral Agent”) CITIGROUP GLOBAL MARKETS INC. (“CGMI”), as Co-Syndication Agent, Joint Lead Arranger and Joint Book Manager (together with its permitted successors in such capacities, a “Syndication Agent”), and WACHOVIA BANK, NATIONAL ASSOCIATION (“Wachovia”), HARRIS NESBITT FINANCING, INC. (“Harris”) and NATIONAL CITY BANK (“National City”), as documentation agents (the “Documentation Agents”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth for such terms in Section 1.1 hereof;

WHEREAS, Lenders have agreed to extend certain credit facilities to Company, in an aggregate amount not to exceed $650 million, consisting of up to $500 million aggregate principal amount of Term Loans and up to $150 million aggregate principal amount of Revolving Commitments, the proceeds of which will be used (i) to refinance Company’s existing Credit Agreement dated as of August 24, 2004, as amended (the “Existing Credit Facility”), (ii) to repurchase or redeem for Company’s 8.125% Senior Subordinated Notes due 2009, (iii) to fund the repurchase of a portion of Company’s Capital Stock, (iv) to pay fees and expenses in connection with the foregoing and (v) for general corporate purposes;

WHEREAS, Company has agreed to secure all of its Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of its assets, including a pledge of all of the Capital Stock of its Domestic Subsidiaries and 65% of the Capital Stock of each of its directly-owned Foreign Subsidiaries; and

WHEREAS, Guarantors have agreed to guarantee the obligations of Company hereunder and to secure their respective Obligations by granting to Collateral Agent, for the benefit of Secured Parties, a First Priority Lien on substantially all of their respective assets, including a pledge of all of the Capital Stock of each of their respective Domestic Subsidiaries and 65% of the Capital Stock of each of their respective directly-owned Foreign Subsidiaries.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. DEFINITIONS AND INTERPRETATION

1.1. Definitions. The following terms used herein, including in the preamble, recitals, exhibits and schedules hereto, shall have the following meanings:

“Accountants” means McGladrey & Pullen, LLP, or such other firm of independent certified public accountants of recognized national standing as shall be selected by Company and reasonably satisfactory to the Administrative Agent.

“Act” as defined in Section 4.29.

“Adjusted Eurodollar Rate” means, for any Interest Rate Determination Date with respect to an Interest Period for a Eurodollar Rate Loan, (a) the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate which appears on the page of the Telerate Screen which displays an average British Bankers Association Interest Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by Administrative Agent to be the offered rate on such other page or other service which displays an average British Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the offered quotation rate to first class banks in the London interbank market by Administrative Agent for deposits (for delivery on the first day of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable Loan of Administrative Agent, in its capacity as a Lender, for which the Adjusted Eurodollar Rate is then being determined with maturities comparable to such period as of approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date.

“Administrative Agent” as defined in the preamble hereto.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or otherwise), governmental investigation or arbitration at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any Environmental Claims), whether pending or, to the knowledge of Company or any of its Subsidiaries, threatened against Company or any of its Subsidiaries or any property of Company or any of its Subsidiaries.

“Affected Lender” as defined in Section 2.17(b).

“Affected Loans” as defined in Section 2.17(b).

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“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power (i) to vote 5% or more of the Securities having ordinary voting power for the election of directors of such Person or (ii) to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise.

“Affiliation Agreements” means each Master Affiliation Agreement and any additional or replacement affiliation or similar agreement between Company or any Subsidiary and Univision or TeleFutura (provided, in the event (i) such additional or replacement agreement is not in substantially the form of the Master Affiliation Agreements existing on the Closing Date, (ii) such agreement is a Material Contract and (iii) the changes in such agreement from the Master Affiliation Agreements existing on the Closing Date would be materially adverse to the Company, the applicable Subsidiary or the Lenders, such agreement shall be in form reasonably satisfactory to the Administrative Agent), or between Company or any Subsidiary and another network or programmer, or between the licensee of any broadcast station subject to a Program Services Agreement and Univision or TeleFutura (provided, in the event (i) such additional or replacement agreement is not in substantially the form of the Master Affiliation Agreements existing on the Closing Date, (ii) such agreement is a Material Contract and (iii) the changes in such agreement from the Master Affiliation Agreements existing on the Closing Date would be materially adverse to the Company, the applicable Subsidiary or the Lenders, such agreement shall be in form reasonably satisfactory to the Administrative Agent) or another network or programmer, and all side letters or other agreements relating thereto, as such agreements may be further amended from time to time in accordance with the terms hereof.

“Agent” means each of the Syndication Agents, Administrative Agent, Collateral Agent and each of the Documentation Agents.

“Aggregate Amounts Due” as defined in Section 2.16.

“Aggregate Payments” as defined in Section 7.2.

“Agreement” means this Credit and Guaranty Agreement, dated as of September 29, 2005, as it may be amended, supplemented or otherwise modified from time to time.

“Applicable Margin” means (i) with respect to Revolving Loans that are Eurodollar Rate Loans, (a) from the Closing Date until the beginning of the first Interest Period occurring after the date on which the Company delivers to the Lenders the Compliance Certificate and financial statements for the first full Fiscal Quarter after the Closing Date, a percentage, per annum, determined by reference to the following table as if the Leverage Ratio then in effect were greater than 5.50:1.00 and less than or equal to 6.00:1.00; and (b) thereafter, a percentage, per annum, determined by reference to the Leverage Ratio in effect from time to time as set forth below:

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Leverage Ratio	Applicable Margin for Revolving Loans
> 6.50:1.00	2.00%
£ 6.50:1.00 > 6.00:1.00	1.75%
£ 6.00:1.00 > 5.50:1.00	1.50%
£ 5.50:1.00 > 5.00:1.00	1.25%
£ 5.00:1.00	1.00%

and (ii) with respect to Revolving Loans that are Base Rate Loans, an amount equal to (a) the Applicable Margin for Eurodollar Rate Loans as set forth in clause (i)(a) or (i)(b) above, as applicable, minus (b) 1.00% per annum. No change in the Applicable Margin shall be effective until the date on which Administrative Agent shall have received the applicable financial statements and a Compliance Certificate pursuant to Section 5.1(c) calculating the Leverage Ratio. At any time Company has not submitted to Administrative Agent the applicable information as and when required under Section 5.1(c), the Applicable Margin shall be determined as if the Leverage Ratio were in excess of 6.50:1.00. On the date of receipt of the applicable information under Section 5.1(c), Administrative Agent shall give each Lender telefacsimile or telephonic notice (confirmed in writing) of the Applicable Margin in effect from such date.

“Applicable Mexican Investment Amount” means, as of any date of determination, the applicable amount (the “Maximum Amount”) set forth below based on the Leverage Ratio as of Company’s most-recently ended Fiscal Quarter:

Leverage Ratio	Maximum Amount
Greater than 6.0 to 1.0	$	50,000,000
Less than or equal to 6.0 to 1.0, but greater than 5.0:1.0	$	75,000,000
Less than or equal to 5.0 to 1.0, but greater than 4.0:1.0	$	100,000,000
Less than or equal to 4.0 to 1.0	$	125,000,000

provided, that (i) in the event that a decrease in the Leverage Ratio causing an increase in the Maximum Amount is followed by an increase in the Leverage Ratio resulting in a lower Maximum Amount, in each case in accordance with the table set forth above, in no event shall a Permitted Acquisition or Investment in Mexico already consummated or committed to be

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consummated in accordance with the higher Maximum Amount then be deemed to be in violation of this Agreement and (ii) the Maximum Amount shall not include Company’s Investments in Mexico existing immediately prior to the Closing Date.

“Asset Sale” means a sale, lease or sub-lease (as lessor or sublessor), sale and leaseback, assignment, conveyance, transfer or other disposition (including by means of a merger, consolidation, amalgamation, joint venture or other substantive combination, but excluding any Asset Swap), to any Person (other than Company or any Guarantor), in one transaction or a series of related transactions, of all or any part of Company’s or any of its Subsidiaries’ businesses, assets or properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or hereafter acquired, including, without limitation, the Capital Stock of any of Company’s Subsidiaries, other than (i) inventory (or other assets) sold or leased in the ordinary course of business and disposition of surplus, or obsolete or worn-out equipment (excluding any such sales by operations or divisions discontinued or to be discontinued), (ii) the non-exclusive licensing of patents, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business, (iii) leases of interests in real property entered into in the ordinary course of business, (iv) the surrender of waiver of contractual rights or the settlement, release or surrender of contracts or tort claims in the ordinary course of business, (v) disposition of Cash and Cash Equivalents, (vi) the disposition of the San Jose radio station assets on substantially the terms disclosed to the Administrative Agent prior to the Closing Date, (vii) the disposition of the San Francisco radio station assets on substantially the terms disclosed to the Administrative Agent prior to the Closing Date and (viii) sales of other assets for aggregate consideration of less than $1,000,000 with respect to any transaction or series of related transactions and less than $3,000,000 in the aggregate during any Fiscal Year.

“Asset Swap” means any transfer of assets of Company or any of its Subsidiaries to any Person other than to Company or any of its wholly-owned Domestic Subsidiaries in exchange for assets of such Person.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

“Assignment Effective Date” as defined in Section 10.6(b).

“Authorized Officer” means, as applied to any Person, any individual holding the position of chairman of the board (if an officer), chief executive officer, president or one of its vice presidents (or the equivalent thereof), and such Person’s chief financial officer or treasurer.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and hereafter in effect, or any successor statute.

“Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds Effective Rate in effect on such day plus  ¹/2 of 1%. Any change in the Base Rate due to a change in the Prime Rate or the Federal

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Funds Effective Rate shall be effective on the effective day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base Rate.

“Beneficiary” means each Agent, Issuing Bank, Lender and Lender Counterparty.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of New York or is a day on which banking institutions located in such state are authorized or required by law or other governmental action to close and (ii) with respect to all notices, determinations, fundings and payments in connection with the Adjusted Eurodollar Rate or any Eurodollar Rate Loans, the term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for trading by and between banks in Dollar deposits in the London interbank market.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee that, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation), including, without limitation, partnership interests and membership interests, and any and all warrants, rights or options to purchase or other arrangements or rights to acquire any of the foregoing.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Collateral Deposit” means cash deposits made by Company to the Collateral Agent, to be held by the Collateral Agent as Collateral pursuant to the Pledge and Security Agreement, for the reimbursement of drawings under Letters of Credit.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or directly and unconditionally guaranteed as to interest and principal by the United States Government or (b) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the regulations of its primary Federal banking regulator) and (b) has Tier 1 capital (as defined in such regulations) of not less than $100,000,000; and (v)

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shares of any money market mutual fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s.

“Certificate re Non-Bank Status” means a certificate substantially in the form of Exhibit F.

“Change of Control” means, at any time, the occurrence of any of the following: (a) any Person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) other than the Principals (i) shall have acquired beneficial ownership of (A) more than 35% on a fully diluted basis of the aggregated Voting Power of the Capital Stock of Company and (B) a percentage of the aggregated Voting Power of the Capital Stock of Company on a fully-diluted basis that is greater than the percentage of the aggregated Voting Power of the Capital Stock of Company on a fully-diluted basis then held by the Principals, taken together, or (ii) shall have obtained the power (whether or not exercised) to elect a majority of the members of the board of directors (or similar governing body) of Company; (b) the adoption of a plan relating to the liquidation or dissolution of Company; or (c) the first day on which a majority of the members of the board of directors of Company are not Continuing Directors.

“Class” means (i) with respect to Lenders, each of the following classes of Lenders: (a) Lenders having Term Loan Exposure, (b) Lenders having Revolving Exposure and (c) Lenders having Incremental Loan Exposure, and (ii) with respect to Loans, each of the following classes of Loans: (a) Term Loans, (b) Revolving Loans and (c) Incremental Loans.

“Closing Date” means September 29, 2005.

“Closing Date Certificate” means a Closing Date Certificate substantially in the form of Exhibit G-1.

“Collateral” means, collectively, all of the real, personal and mixed property (including Capital Stock) in which Liens are purported to be granted pursuant to the Collateral Documents as security for the Obligations.

“Collateral Agent” as defined in the preamble hereto.

“Collateral Documents” means the Pledge and Security Agreement, the Mortgages, a Consent to Assign with respect to each Master Affiliation Agreement and all other agreements or instruments required to create or perfect a security interest in the Collateral executed in connection herewith, in each case executed and delivered by an officer of the relevant Credit Party, each Control Agreement entered into pursuant thereto, each UCC-1 Financing Statement and amendments thereto, if any, and all other instruments, documents and agreements delivered by any Credit Party pursuant to this Agreement or any of the other Credit Documents in order to grant to Collateral Agent, for the benefit of Lenders, a Lien on any real, personal or mixed property of that Credit Party as security for the Obligations.

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“Collateral Questionnaire” means a certificate in form satisfactory to Collateral Agent that provides information with respect to the personal or mixed property of each Credit Party.

“Commitment” means any Revolving Commitment, Term Loan Commitment or Incremental Loan Commitment.

“Communications Act” means the Communications Act of 1934, as amended (or any successor statute), and the rules, regulations and published decisions issued thereunder, as from time to time in effect.

“Company” as defined in the preamble hereto.

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Consent to Assign” means (i) a Consent to Assign and Encumber executed by Univision in favor of the Collateral Agent with respect to each Affiliation Agreement to which Univision is a party, (ii) a Consent to Assign and Encumber executed by TeleFutura in favor of the Collateral Agent with respect to each Affiliation Agreement to which TeleFutura is a party and (iii) any other written consent reasonably requested by the Collateral Agent with respect to any Material Contract, in each case as such consents may be amended or modified from time to time in accordance with the terms hereof.

“Consideration” means with respect to any Permitted Acquisition, the aggregate consideration, in whatever form (including, without limitation, cash payments, the principal amount of promissory notes and Indebtedness assumed, the aggregate amounts payable to acquire, extend and exercise any option, the aggregate amount payable under Non-Compete Agreements and management agreements, and the fair market value of other property delivered, but excluding the value of Capital Stock of the Company issued or transferred in connection therewith) paid, delivered or assumed by Company or any Subsidiary for such Permitted Acquisition, excluding reasonable proration expenses, brokerage commissions, legal fees and other transaction costs.

“Consolidated Adjusted EBITDA” means, for any period, an amount determined for Company and its Subsidiaries on a consolidated basis equal to (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Net Income, (b) Consolidated Interest Expense, (c) provisions for taxes based on income, (d) total depreciation expense, (e) total amortization expense, (f) other non-Cash items reducing Consolidated Net Income (excluding any such non-Cash item to the extent that it represents an accrual or reserve for potential Cash items in any future period or amortization of a prepaid expense item that was paid in Cash in a prior period), and (g) all charges, premiums or expenses incurred in connection with the repurchase or redemption of the Senior Subordinated Notes or the establishment of the credit facilities contemplated hereby, minus (ii) other non-Cash items increasing Consolidated Net Income for such period (excluding any such non-Cash item to the extent it represents the reversal of an accrual or reserve for potential future Cash item made in any prior period).

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“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with GAAP, are or should be included in “purchase of property and equipment” or similar items reflected in the consolidated statement of cash flows of Company and its Subsidiaries (excluding herefrom the Consideration paid in connection with any Permitted Acquisition).

“Consolidated Cash Interest Expense” means, for any period, Consolidated Interest Expense for such period, excluding any amount not payable in Cash.

“Consolidated Current Assets” means, as at any date of determination, the assets of Company and its Subsidiaries on a consolidated basis that properly are classified as current assets in conformity with GAAP, excluding Cash and Cash Equivalents.

“Consolidated Current Liabilities” means, as at any date of determination, the liabilities of Company and its Subsidiaries on a consolidated basis that properly are classified as current liabilities in conformity with GAAP, excluding the current portion of long term debt.

“Consolidated Excess Cash Flow” means, for any period, an amount (if positive) equal to: (i) the sum, without duplication, of the amounts for such period of (a) Consolidated Adjusted EBITDA, plus (b) the Consolidated Working Capital Adjustment, minus (ii) the sum, without duplication, of the amounts for such period of (a) voluntary and scheduled repayments of Consolidated Total Debt (excluding repayments of Revolving Loans except to the extent the Revolving Commitments are permanently reduced in connection with such repayments), (b) Consolidated Capital Expenditures (net of any proceeds of (y) any related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures), (c) Consolidated Cash Interest Expense, and (d) provisions for current taxes based on income of Company and its Subsidiaries and payable in cash with respect to such period.

“Consolidated Fixed Charges” means, for any period, the sum, without duplication, of the amounts determined for Company and its Subsidiaries on a consolidated basis equal to (i) Consolidated Cash Interest Expense, (ii) scheduled payments of principal on Consolidated Total Debt, (iii) Consolidated Capital Expenditures (net of any proceeds of (y) any related financings with respect to such expenditures and (z) any sales of assets used to finance such expenditures) and (iv) the portion of taxes based on income actually paid in cash and provisions for cash income taxes.

“Consolidated Interest Expense” means, for any period, total interest expense (including that portion attributable to Capital Leases in accordance with GAAP) of, plus interest and capitalized in such period by, Company and its Subsidiaries on a consolidated basis in accordance with GAAP.

“Consolidated Net Income” means, for any period, (i) the net income (or loss) of Company and its Subsidiaries on a consolidated basis for such period taken as a single accounting period determined in conformity with GAAP, minus (ii) (a) the income (or loss) of any Person (other than a Subsidiary of Company) in which any other Person (other than Company or any of its Subsidiaries) has a joint interest, except to the extent of the amount of

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dividends or other distributions actually paid to Company or any of its Subsidiaries by such Person during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary of Company or is merged into or consolidated with Company or any of its Subsidiaries or that Person’s assets are acquired by Company or any of its Subsidiaries, (c) the income of any Subsidiary of Company to the extent that the declaration or payment of dividends or similar distributions by that Subsidiary of that income is not at the time permitted by operation of the terms of its charter or any consensual restriction in any agreement or instrument applicable to that Subsidiary, (d) any after-tax gains (and plus losses) attributable to Asset Sales or returned surplus assets of any Pension Plan, and (e) (to the extent not included in clauses (a) through (d) above) any net extraordinary gains (and plus any net extraordinary losses).

“Consolidated Total Debt” means, as at any date of determination, the aggregate stated balance sheet amount of all Indebtedness of Company and its Subsidiaries determined on a consolidated basis in accordance with GAAP.

“Consolidated Working Capital” means, as at any date of determination, the excess of Consolidated Current Assets over Consolidated Current Liabilities.

“Consolidated Working Capital Adjustment” means, for any period on a consolidated basis, the amount (which may be a negative number) by which Consolidated Working Capital as of the beginning of such period exceeds (or is less than) Consolidated Working Capital as of the end of such period.

“Continuing Directors” means as of any date of determination, any member of the board of directors of Company who (i) was a member of or nominated to such board of directors on the Closing Date or (ii) was nominated for election by the board of directors of Company, a majority of whom were Continuing Directors.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is subject.

“Control Agreement” means a control agreement, restricted account agreement or similar agreement or document, in each case in form and substance reasonably satisfactory to the Collateral Agent and entered into for the purpose of perfecting a security interest in one or more deposit accounts or securities accounts of Company and/or its Subsidiaries.

“Contributing Guarantors” as defined in Section 7.2.

“Conversion/Continuation Date” means the effective date of a continuation or conversion, as the case may be, as set forth in the applicable Conversion/Continuation Notice.

“Conversion/Continuation Notice” means a Conversion/Continuation Notice substantially in the form of Exhibit A-2.

“Counterpart Agreement” means a Counterpart Agreement substantially in the form of Exhibit H delivered by a Credit Party pursuant to Section 5.10.

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“Credit Date” means the date of a Credit Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents, any documents or certificates executed by Company in favor of Issuing Bank relating to Letters of Credit, and all other documents, instruments or agreements executed and delivered by a Credit Party for the benefit of any Agent, Issuing Bank or any Lender in connection herewith.

“Credit Extension” means the making of a Loan or the issuing of a Letter of Credit.

“Credit Party” means the Company and each Guarantor.

“Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, option contract, synthetic cap or other similar agreement or arrangement, each of which is for the purpose of hedging the foreign currency risk associated with Company’s and its Subsidiaries’ operations and not for speculative purposes.

“Default” means a condition or event that, after notice or lapse of time or both, would constitute an Event of Default.

“Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders (calculated as if all Defaulting Lenders (including such Defaulting Lender) had funded all of their respective Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

“Default Period” means, with respect to any Defaulting Lender, the period commencing on the date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance with the terms of Section 2.12 or Section 2.13 or by a combination thereof) and (b) such Defaulting Lender shall have delivered to Company and Administrative Agent a written reaffirmation of its intention to honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Company, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in writing.

“Defaulted Loan” as defined in Section 2.21.

“Defaulting Lender” as defined in Section 2.21.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a negotiable certificate of deposit.

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“Documentation Agents” as defined in the preamble hereto.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of America, any State thereof or the District of Columbia.

“Eligible Assignee” means (i) any Lender, any Affiliate of any Lender and any Related Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), and (ii) any commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D under the Securities Act) and which extends credit or buys loans as one of its businesses; provided, no Affiliate of Company shall be an Eligible Assignee.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Company, any of its Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit, proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials Activity; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal or state (or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental Authorizations, or any other requirements of Governmental Authorities relating to (i) environmental matters, including those relating to any Hazardous Materials Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to Company or any of its Subsidiaries or any Facility.

“Equity Offering” mean the sale or issuance (or reissuance) by Company or any Subsidiary of any equity interest (common stock, preferred stock, partnership interests, member interests or otherwise) or any options, warrants, convertible securities or other rights to purchase such beneficial or equity interests, other than any such issuances or sale to the Company or any Subsidiary.

“Equityholder Agreements” means each shareholder agreement, member agreement, partner agreement, voting agreement, buy-sell agreement, option, warrant, put, call, right of first refusal, and any other agreement or instrument with conversion rights into equity of Company between Company and any holder or prospective holder of any equity interest of Company (including interests convertible into such equity).

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“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m) or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade or business described in clause (ii) above is a member. Any former ERISA Affiliate of Company or any of its Subsidiaries shall continue to be considered an ERISA Affiliate of Company or any such Subsidiary within the meaning of this definition with respect to the period such entity was an ERISA Affiliate of Company or such Subsidiary and with respect to liabilities arising after such period for which Company or such Subsidiary is liable under the Internal Revenue Code or ERISA.

“ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required contribution to a Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such plan in a distress termination described in Section 4041(c) of ERISA; (iv) the withdrawal by Company, any of its Subsidiaries or any of their respective ERISA Affiliates from any Pension Plan with two or more contributing sponsors or the termination of any such Pension Plan resulting in liability to Company, any of its Subsidiaries or any of their respective Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might constitute grounds under ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Company, any of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any potential liability therefor, or the receipt by Company, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or omission which could give rise to the imposition on Company, any of its Subsidiaries or any of their respective ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan other than a

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Multiemployer Plan or the assets thereof, or against Company, any of its Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to ERISA with respect to any Pension Plan.

“Eurodollar Rate Loan” means a Loan bearing interest at a rate determined by reference to the Adjusted Eurodollar Rate.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor statute.

“Excluded Taxes” means, with respect to any Person, (i) taxes imposed on or measured by such Person’s overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of which such Person is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (ii) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which such Person is located and (iii) in the case of a Non US Lender, any withholding tax that is imposed on amounts payable to such Non US Lender at the time such Non US Lender becomes a party hereto (or designates a new lending office) or is attributable to such Non US Lender’s failure or inability (other than as a result of a change in law described in the introductory sentence of Section 2.18) to comply with Section 2.19(c), except to the extent that such Non US Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from Company with respect to such withholding tax pursuant to Section 2.19(a).

“Existing Credit Facility” as defined in the recitals.

“Existing Indebtedness” means (i) Indebtedness and other obligations outstanding under the Existing Credit Facility, and (ii) the Senior Subordinated Notes.

“Facility” means any real property (including all buildings, fixtures or other improvements located thereon) now, hereafter or heretofore owned, leased, operated or used by Company or any of its Subsidiaries or any of their respective predecessors.

“Fair Market Value” means the value determined by the senior management of Company in an officers’ certificate delivered to the Administrative Agent; provided that with respect to assets which are purchased as part of a larger transaction and are sold concurrently or within one year of such acquisition, the senior management may, in determining Fair Market Value, take into account the sale price of such assets, as well as the consideration in the overall transaction.

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“Fair Share Contribution Amount” as defined in Section 7.2.

“Fair Share” as defined in Section 7.2.

“FCC” means the Federal Communications Commission or any successor thereto.

“FCC Authorizations” as defined in Section 4.17.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Administrative Agent, in its capacity as a Lender, on such day on such transactions as determined by Administrative Agent.

“Final Maturity Date” means the latest of the Term Loan Maturity Date, Revolving Loan Commitment Termination Date and the Incremental Loan Maturity Date.

“Financial Officer Certification” means, with respect to the financial statements for which such certification is required, the certification of the chief financial officer of Company that such financial statements fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“First Priority” means, with respect to any Lien purported to be created in any Collateral pursuant to any Collateral Document, that such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Company and its Subsidiaries ending on December 31 of each calendar year.

“Fixed Charge Coverage Ratio” means the ratio as of the last day of any Fiscal Quarter of (i) Consolidated Adjusted EBITDA for the four-Fiscal Quarter Period then ending, to (ii) Consolidated Fixed Charges for such four-Fiscal Quarter Period.

“Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of Collateral Agent, for the benefit of the Lenders, and located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

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“Funding Default” as defined in Section 2.21.

“Funding Guarantors” as defined in Section 7.2.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2, United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government, governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case whether associated with a state of the United States, the United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent order or consent decree of or from any Governmental Authority.

“Grantor” as defined in the Pledge and Security Agreement.

“Guaranteed Obligations” as defined in Section 7.1.

“Guarantor” means each Domestic Subsidiary of Company.

“Guaranty” means the guaranty of each Guarantor set forth in Section 7.

“Harris” as defined in the preamble hereto.

“Hazardous Materials” means any chemical, material or substance, exposure to which is prohibited, limited or regulated by any Governmental Authority or which may or could pose a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding, presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation, processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Hedge Agreement” means an Interest Rate Agreement or a Currency Agreement entered into with a Lender Counterparty in order to satisfy the requirements of this

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Agreement or otherwise in the ordinary course of Company’s or any of its Subsidiaries’ businesses.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which allow a higher maximum nonusurious interest rate than applicable laws now allow.

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial statements of Company and its Subsidiaries, for the immediately preceding three Fiscal Years, consisting of balance sheets and the related consolidated statements of income and cash flows for such Fiscal Years, and (ii) the unaudited financial statements of Company and its Subsidiaries as at the most recently ended Fiscal Quarter, consisting of a balance sheet and the related consolidated statements of income, stockholders’ equity and cash flows for the three-, six-or nine-month period, as applicable, ending on such date, and, in the case of clauses (i) and (ii), certified by the chief financial officer of Company that they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments.

“Increased Amount Date” as defined in Section 2.23.

“Increased-Cost Lenders” as defined in Section 2.22.

“Incremental Loan” as defined in Section 2.23.

“Incremental Loan Commitment” means with respect to each Lender having an Incremental Loan Commitment, the commitment to make Incremental Loans hereunder, as the same may be adjusted pursuant to the provisions hereof.

“Incremental Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Incremental Loans of such Lender.

“Incremental Loan Lenders” as defined in Section 2.23.

“Incremental Loan Maturity Date” means the date set forth in the notice delivered on the Increased Amount Date, which date(s) shall be on or after the latest of the Revolving Loan Commitment Termination Date and the Term Loan Maturity Date.

“Incremental Loan Note” means a promissory note in the form of Exhibit B-3, as it may be amended, supplemented or otherwise modified from time to time.

“Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a liability on a balance sheet in conformity with GAAP; (iii) notes payable and drafts accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any obligation owed for all or any part of the deferred

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purchase price of property or services (excluding any such obligations incurred under ERISA, deferred compensation, or trade payables incurred in the ordinary course of business), which purchase price is (a) due more than six months from the date of incurrence of the obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of that Person; (vi) the face amount of any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (vii) the direct or indirect guaranty, endorsement (otherwise than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Indebtedness of another; (viii) any obligation of such Person the primary purpose or intent of which is to provide assurance to an obligee that the Indebtedness of another obligor thereof will be paid or discharged, or any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; (ix) any liability of such Person for an Indebtedness of another through any agreement (contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this clause (ix), the primary purpose or intent thereof is as described in clause (viii) above; and (x) the net obligations of such Person in respect of any exchange traded or over the counter derivative transaction, including, without limitation, any Interest Rate Agreement and Currency Agreement, whether entered into for hedging or speculative purposes; provided, in no event shall obligations under any Interest Rate Agreement and any Currency Agreement be deemed “Indebtedness” for any purpose under Section 6.8.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, claims (including Environmental Claims), actions, judgments, suits, costs (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby (including the Lenders’ agreement to make Credit Extensions or the use or intended use of the proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty)); (ii) the statements of the Company contained in the engagement letter delivered by any Lender to Company with respect to the transactions contemplated by this Agreement; or (iii)

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any Environmental Claim or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or practice of Company or any of its Subsidiaries.

“Indemnitee” as defined in Section 10.3.

“Installment” as defined in Section 2.11(a).

“Installment Date” as defined in Section 2.11(a).

“Interest Payment Date” means each January 1, April 1, July 1 and October 1 of each year, commencing on the first such date to occur after the Closing Date and the final maturity date of such Loan and, in connection with Incremental Loans, commencing on the first such date following the Increased Amount Date through the final maturity date of such Loan.

“Interest Period” means, in connection with a Eurodollar Rate Loan, an interest period of one-, two-, three- or six-months (or, with respect to the period from the Closing Date until September 30, 2005, one day), as selected by Company in the applicable Funding Notice or Conversion/Continuation Notice, (i) initially, commencing on the Credit Date or Conversion/Continuation Date thereof, as the case may be; and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided, (a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall, subject to clauses (c), (d) and (e), of this definition, end on the last Business Day of a calendar month; (c) no Interest Period with respect to any Term Loans shall extend beyond the Term Loan Maturity Date; (d) no Interest Period with respect to any portion of the Revolving Loans shall extend beyond the Revolving Commitment Termination Date; and (e) no Interest Period with respect to any Incremental Loans shall extend beyond the Incremental Loan Maturity Date.

“Interest Rate Agreement” means any interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate hedging agreement or other similar agreement or arrangement, each of which is for the purpose of hedging the interest rate exposure associated with Company’s and its Subsidiaries’ operations and not for speculative purposes.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is two Business Days prior to the first day of such Interest Period.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Investment” means (i) any direct or indirect purchase or other acquisition by Company or any of its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person (other than a Guarantor); and (ii) any direct or indirect loan, advance (other than advances to employees for moving, entertainment and travel expenses, drawing accounts and

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similar expenditures in the ordinary course of business) or capital contribution by Company or any of its Subsidiaries to any other Person (other than Company or any Guarantor), including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales of assets or services provided to that other Person in the ordinary course of business. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto minus the amount of any return of capital with respect to such Investment, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“Issuance Notice” means an Issuance Notice substantially in the form of Exhibit A-3.

“Issuing Bank” means UBOC as Issuing Bank hereunder, together with its permitted successors and assigns in such capacity.

“Joinder Agreement” means an agreement substantially in the form of Exhibit J.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be considered to be a Joint Venture to which such Person is a party.

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement or a Joinder Agreement.

“Lender Counterparty” means each Lender or any Affiliate of a Lender counterparty to a Hedge Agreement (including any Person who is a Lender (and any Affiliate thereof) as of the Closing Date but subsequently, whether before or after entering into a Hedge Agreement, ceases to be a Lender) including, without limitation, each such Affiliate that enters into a joinder agreement with Collateral Agent.

“Letter of Credit” means a commercial or standby letter of credit issued or to be issued by Issuing Bank pursuant to this Agreement.

“Letter of Credit Sublimit” means the lesser of (i) $50,000,000 and (ii) the aggregate unused amount of the Revolving Commitments then in effect.

“Letter of Credit Usage” means, as at any date of determination, the sum of (i) the maximum aggregate amount which is, or at any time thereafter may become, available for drawing under all Letters of Credit then outstanding, and (ii) the aggregate amount of all drawings under Letters of Credit honored by Issuing Bank and not theretofore reimbursed by or on behalf of Company.

“Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter or other date of determination of (i) (x) Consolidated Total Debt as of such day minus (y) the aggregate amount of Cash included in any Deposit Account over which the Collateral Agent has “control” (within the meaning of Section 9-104 of the UCC), up to a maximum of $20 million to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date (or if

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such date of determination is not the last day of a Fiscal Quarter, for the four-Fiscal Quarters period ending as of the most recently concluded Fiscal Quarter).

“License Subsidiaries” means collectively, (i) Entravision Company, LLC, a California limited liability company and (ii) any other Domestic Subsidiary formed for the purpose of holding one or more Media Licenses and as to which the Administrative Agent has given its written consent.

“Lien” means any lien, mortgage, pledge, assignment, security interest, charge or encumbrance of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the practical effect of any of the foregoing.

“Loan” means a Term Loan, a Revolving Loan and an Incremental Loan.

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve System as in effect from time to time.

“Master Affiliation Agreements” means collectively, (i) that certain Master Network Affiliation Agreement dated August 14, 2002 between Company and Univision Network Limited Partnership and (ii) that certain Master Network Affiliation Agreement dated March 17, 2004 between Company and TeleFutura, as each such agreement may be amended from time to time in accordance with the terms hereof.

“Material Adverse Effect” means a material adverse effect on and/or material adverse developments with respect to (i) the business, operations, properties, condition (financial or otherwise) or prospects of Company and its Subsidiaries taken as a whole; (ii) the ability of the Credit Parties to fully and timely perform the Obligations; (iii) the legality, validity, binding effect or enforceability against a Credit Party of a Credit Document to which it is a party; or (iv) the rights, remedies and benefits available to, or conferred upon, any Agent and any Lender or any Secured Party under the Credit Documents.

“Material Contract” means any contract or other arrangement to which Company or any of its Subsidiaries is a party (other than the Credit Documents) for which breach, nonperformance, cancellation or failure to renew could reasonably be expected to have a Material Adverse Effect.

“Material Real Estate Asset” means any fee-owned Real Estate Asset having a fair market value in excess of $1,500,000 as of the date of the acquisition thereof.

“Maximum Incremental Loan Facility” means $250,000,000 in principal amount of Incremental Loans.

“Media Licenses” means any franchise, license, permit, certificate, ordinance, approval or other authorization, or any renewal or extension thereof, from any federal, state or local government or governmental agency, department or body that is necessary for the broadcast or other operations of Company or any Subsidiary.

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“Moody’s” means Moody’s Investor Services, Inc.

“Mortgage” means a mortgage or deed of trust, as applicable, in form and substance reasonably acceptable to the Collateral Agent, as it may be amended, supplemented or otherwise modified from time to time.

“Mortgaged Property” as defined in Section 5.11(a).

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37) of ERISA.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative Report” means, with respect to the financial statements for which such narrative report is required, a narrative report describing the operations of Company and its Subsidiaries for the applicable Fiscal Quarter or Fiscal Year and for the period from the beginning of the then current Fiscal Year to the end of such period to which such financial statements relate.

“National City” as defined in the preamble hereto.

“Net Proceeds” means, (A) with respect to any Asset Sale or Asset Swap, the net amount equal to the aggregate amount received in Cash (including any Cash received by way of deferred payment pursuant to a note receivable, other non-Cash consideration or otherwise, but only as and when such Cash is so received) and Cash Equivalents in connection with such Asset Sale or Asset Swap minus the sum of (a) the fees, commissions and other out-of-pocket expenses incurred by Company or any of its Subsidiaries in connection with such Asset Sale or Asset Swap (other than amounts payable to Affiliates (other than Univision) of the Person making such disposition or swap), (b) Indebtedness, other than the Loans, that is secured by the asset sold in such Asset Sale and is required to be paid as a result of such Asset Sale or Asset Swap (c) federal, state and local taxes estimated in good faith by Company to be payable in connection with such Asset Sale or Asset Swap, and (d) a reasonable reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and representations and warranties to purchaser in respect of such Asset Sale or Asset Swap undertaken by Company or any of its Subsidiaries in connection with such Asset Sale or Asset Swap; and (B) with respect to any Equity Offering, the net amount equal to the aggregate amount received in Cash (including any Cash received by way of deferred payment pursuant to a note receivable, other non-Cash consideration or otherwise, but only as and when such Cash is so received) and Cash Equivalents in connection with such Equity Offering minus the fees, commissions and other out-of-pocket expenses incurred by Company in connection with such Equity Offering (other than amounts payable to Affiliates of the Person making such Equity Offering).

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or proceeds received by Company or any of its Subsidiaries (a) under any casualty insurance policy in respect of a covered loss thereunder or (b) as a result of the taking of any assets of Company or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or pursuant to a sale of any such assets to a purchaser with

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such power under threat of such a taking, minus (ii) (a) any actual and reasonable costs incurred by Company or any of its Subsidiaries in connection with the adjustment or settlement of any claims of Company or such Subsidiary in respect thereof, and (b) any bona fide direct costs incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income taxes estimated in good faith by Company to be payable as a result of any gain recognized in connection therewith.

“Non-Compete Agreements” means all agreements entered into in connection with an Permitted Acquisition pursuant to which Company or any Subsidiary has agreed to make payments (whether in cash or in kind) to another Person for the agreement of such Person not to compete with Company, such Subsidiary or a Station in a given area (other than employment agreements entered into in the ordinary course of business).

“Non-US Lender” means any Lender that is not a United States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal income tax purposes.

“Nonpublic Information” means information which has not been disseminated in a manner making it available to investors generally, within the meaning of Regulation FD.

“Note” means a Term Loan Note, a Revolving Loan Note or an Incremental Loan Note.

“Noteholders” means any and all holders of the Senior Subordinated Notes.

“Notice” means a Funding Notice, an Issuance Notice, or a Conversion/Continuation Notice.

“Obligations” means all obligations of every nature of each Credit Party under the Credit Documents, including obligations from time to time owed to the Agents (including former Agents), the Lenders or any of them and Lender Counterparties, under any Credit Document or Hedge Agreement, whether for principal, interest (including interest which, but for the filing of a petition in bankruptcy with respect to such Credit Party, would have accrued on any Obligation, whether or not a claim is allowed against such Credit Party for such interest in the related bankruptcy proceeding), reimbursement of amounts drawn under Letters of Credit, payments for early termination of Hedge Agreements, fees, expenses, indemnification or otherwise.

“Obligee Guarantor” as defined in Section 7.7.

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles of incorporation or organization, as amended, and its by-laws, as amended, (ii) with respect to any limited partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with respect to any general partnership, its partnership agreement, as amended, (iv) with respect to any limited liability company, its articles of organization, as amended, and its operating agreement, as amended, and (v) all Equityholder Agreements, voting agreements and similar arrangements applicable to any of its authorized shares of capital stock, its partnership interests or its member interests, and any other

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arrangements relating to the control or management of any such entity (whether existing as corporation, a partnership, a limited liability company or otherwise). In the event any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be certified by a secretary of state or similar governmental official, the reference to any such “Organizational Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Media-Related Businesses” means the ownership and operation of television programming (other than programming developed by Company or any Subsidiary for broadcast on its Stations) and syndication, interactive television, home shopping and the acquisition of transmission towers primarily for the purpose of leasing and licensing such towers and tower space to third parties.

“Outdoor Licenses” means all leases, licenses, use agreements, access agreements, easements, occupancy agreements, pole attachment agreements, authorizations, franchises, approvals and permits that are necessary or desirable for the operation of the outdoor advertising business of Company and its Subsidiaries.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“Permitted Acquisition” means any acquisition by Company or any of its wholly-owned Subsidiaries, whether by purchase, merger or otherwise (including by means of an Asset Swap), of all or substantially all of the assets of, all of the Capital Stock of, or a business line or unit or a division of, any Person, relating to: (i) radio, television and outdoor advertising properties, each located in the United States, (ii) Other Media-Related Businesses located in the United States and (iii) radio or television properties and Other Media-Related Businesses located in Mexico; provided,

(i) immediately prior to, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefrom;

(ii) all transactions in connection therewith shall be consummated, in all material respects, in accordance with all applicable laws and in conformity with all applicable Governmental Authorizations;

(iii) in the case of the acquisition of Capital Stock, all of the Capital Stock (except for any such Securities in the nature of directors’ qualifying shares required pursuant to applicable law) acquired or otherwise issued by such Person or any newly formed Subsidiary of Company in connection with such acquisition shall be owned 100% by Company or a Guarantor thereof, and Company shall have taken, or caused to be taken, as of the date such Person becomes a Subsidiary of Company, each of the actions set forth in Sections 5.10, as applicable;

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(iv) Company and its Subsidiaries shall be in compliance with the financial covenants set forth in Section 6.8 on a pro forma basis after giving effect to such acquisition as of the last day of the Fiscal Quarter most recently ended (as determined in accordance with Section 6.8(e));

(v) Company shall have delivered to Administrative Agent (A) at least 10 Business Days prior to such proposed acquisition, a Compliance Certificate evidencing compliance with Section 6.8 as required under clause (iv) above, together with all relevant financial information with respect to such acquired assets, including, without limitation, the aggregate consideration for such acquisition and any other information required to demonstrate compliance with Section 6.8; and

(vi) any Person or assets or division as acquired in accordance herewith shall be in same business or lines of business in which Company and/or its Subsidiaries are engaged as of the Closing Date or any business reasonably related thereto.

“Permitted Liens” means each of the Liens permitted pursuant to Section 6.2.

“Person” means and includes natural persons, corporations, limited partnerships, general partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and Governmental Authorities.

“Pledge and Security Agreement” means the Pledge and Security Agreement to be executed by Company and each Guarantor substantially in the form of Exhibit I, as it may be amended, supplemented or otherwise modified from time to time.

“Prime Rate” means the rate of interest per annum publicly announced from time to time by UBOC as its “reference rate” in effect at its office in Los Angeles, California. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. Any Agent or any other Lender may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for each of Administrative Agent and Issuing Bank, such Person’s “Principal Office” as set forth on Appendix B, or such other office or office of a third party or sub-agent, as appropriate, as such Person may from time to time designate in writing to Company, Administrative Agent and each Lender.

“Principals” means (i) Walter F. Ulloa and his spouse and lineal descendants, (ii) Philip C. Wilkinson and his spouse and lineal descendants, (iii) Paul A. Zevnik and his spouse and lineal descendants and (iv) any trusts for the exclusive benefit of any of the foregoing individuals.

“Program Services Agreements” means any local marketing agreement, time brokerage agreement, program services agreement or similar agreement to which Company or any Subsidiary is party, providing for a Person, other than the licensee of such station, to

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program or sell advertising on all or any portion of the broadcast time of any television or radio station.

“Projections” as defined in Section 4.8.

“Pro Rata Share” means (i) with respect to all payments, computations and other matters relating to the Term Loan of any Lender, the percentage obtained by dividing (a) the Term Loan Exposure of that Lender by (b) the aggregate Term Loan Exposure of all Lenders; (ii) with respect to all payments, computations and other matters relating to the Revolving Commitment or Revolving Loans of any Lender or any Letters of Credit issued or participations purchased therein by any Lender, the percentage obtained by dividing (a) the Revolving Exposure of that Lender by (b) the aggregate Revolving Exposure of all Lenders; and (iii) with respect to all payments, computations and other matters relating to the Incremental Loan of any Lender, the percentage obtained by dividing (a) the Incremental Loan Exposure of that Lender by (b) the aggregate Incremental Loan Exposure of all Lenders. For all other purposes with respect to each Lender, “Pro Rata Share” means the percentage obtained by dividing (A) an amount equal to the sum of the Term Loan Exposure, the Revolving Exposure and the Incremental Loan Exposure of that Lender, by (B) an amount equal to the sum of the aggregate Term Loan Exposure, the aggregate Revolving Exposure and the Incremental Loan Exposure of all Lenders.

“Real Estate Asset” means, at any time of determination, any interest (fee, leasehold or otherwise) then owned by any Credit Party in any real property.

“Register” as defined in Section 2.6(b).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Regulation FD” means Regulation FD as promulgated by the US Securities and Exchange Commission under the Securities Act and Exchange Act as in effect from time to time.

“Reimbursement Date” as defined in Section 2.3(d).

“Related Agreements” means, collectively, the documents relating to the Tender Offer and the Stock Repurchase.

“Related Fund” means, with respect to any Lender that is an investment fund, any other investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil, surface water or groundwater.

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“Replacement Lender” as defined in Section 2.22.

“Repurchase” as defined in Section 6.5.

“Required Prepayment Date” as defined in Section 2.14(c).

“Requisite Class Lenders” means, at any time of determination, (i) for the Class of Lenders having Term Loan Exposure, Lenders holding more than 50% of the aggregate Term Loan Exposure of all Lenders, (ii) for the Class of Lenders having Revolving Exposure, Lenders holding more than 50% of the aggregate Revolving Exposure of all Lenders and (iii) for the Class of Lenders having Incremental Loan Exposure, Lenders holding more than 50% of the aggregate Incremental Loan Exposure of all Lenders.

“Requisite Lenders” means one or more Lenders having or holding Term Loan Exposure, Revolving Exposure and/or Incremental Loan Exposure and representing more than 50% of the sum of (i) the aggregate Term Loan Exposure of all Lenders, (ii) the aggregate Revolving Exposure of all Lenders and (iii) the aggregate Incremental Loan Exposure of all Lenders.

“Restricted Junior Payment” means (i) any dividend or other distribution on account of any shares of any class of stock of Company now or hereafter outstanding, except a dividend payable solely in shares of that class of stock to the holders of that class; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value of any shares of any class of stock of Company now or hereafter outstanding; (iii) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Company now or hereafter outstanding; and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any Subordinated Indebtedness.

“Revolving Commitment” means the commitment of a Lender to make or otherwise fund any Revolving Loan and to acquire participations in Letters of Credit hereunder and “Revolving Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Revolving Commitment, if any, is set forth on Appendix A-2 or in the applicable Assignment Agreement or Joinder Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Revolving Commitments as of the Closing Date is $150,000,000.

“Revolving Commitment Period” means the period from the Closing Date to but excluding the Revolving Commitment Termination Date.

“Revolving Commitment Termination Date” means the earliest to occur of (i) October 14, 2005, if the Term Loans are not made on or before that date; (ii) March 29, 2012, (iii) the date the Revolving Commitments are permanently reduced to zero pursuant to Section 2.12(b) or 2.13, and (iv) the date of the termination of the Revolving Commitments pursuant to Section 8.1.

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“Revolving Exposure” means, with respect to any Lender as of any date of determination, (i) prior to the termination of the Revolving Commitments, that Lender’s Revolving Commitment; and (ii) after the termination of the Revolving Commitments, the sum of (a) the aggregate outstanding principal amount of the Revolving Loans of that Lender, (b) in the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all Letters of Credit issued by that Lender (net of any participations by Lenders in such Letters of Credit) and (c) the aggregate amount of all participations by that Lender in any outstanding Letters of Credit or any unreimbursed drawing under any Letter of Credit.

“Revolving Loan” means a Loan made by a Lender to Company pursuant to Section 2.2(a).

“Revolving Loan Note” means a promissory note in the form of Exhibit B-2, as it may be amended, supplemented or otherwise modified from time to time.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw Hill Corporation.

“Secured Parties” has the meaning assigned to that term in the Pledge and Security Agreement.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes, or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the foregoing.

“Securities Act” means the Securities Act of 1933, as amended from time to time, and any successor statute.

“Senior Leverage Ratio” means the ratio as of the last day of any Fiscal Quarter or other date of determination of (i) all Indebtedness of the Company and its Subsidiaries other than Subordinated Indebtedness to (ii) Consolidated Adjusted EBITDA for the four-Fiscal Quarter period ending on such date (or if such date of determination is not the last day of a Fiscal Quarter, for the four-Fiscal Quarters period ending as of the most recently concluded Fiscal Quarter).

“Senior Subordinated Notes” means those certain 8.125% Senior Subordinated Notes due March 2009 issued by Company, on or about March 15, 2002, in the aggregate principal amount of $225,000,000.

“Series” as defined in Section 2.23.

“Solvency Certificate” means a Solvency Certificate of the chief financial officer of Company substantially in the form of Exhibit G-2.

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“Solvent” means, with respect to any Credit Party, that as of the date of determination, both (i) (a) the sum of such Credit Party’s debt (including contingent liabilities) does not exceed the present fair saleable value of such Credit Party’s assets; (b) such Credit Party’s capital is not unreasonably small in relation to its business as contemplated on the Closing Date and reflected in the Projections or with respect to any transaction contemplated or undertaken after the Closing Date; and (c) such Person has not incurred and does not intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due (whether at maturity or otherwise); and (ii) such Person is “solvent” within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria for accrual under Statement of Financial Accounting Standard No. 5).

“Station” means any radio station, any full power television station, low power television station, any translator and any other television system now or hereafter owned, leased or operated by Company or any of its Subsidiaries.

“Stock Repurchase” means each of (a) any Capital Stock of Company received in connection with the dispositions described in clauses (vi) or (vii) of the definition of Asset Sale, (b) if the transactions described in the preceding clause (a) have been consummated, the repurchase, from time to time, of shares of Capital Stock of Company from Univision; provided that, on a pro forma basis after giving effect to each such repurchase, Univision holds, on a fully diluted basis, more than 14.9% of the issued and outstanding Capital Stock of the Company and (c) if the transactions described in clause (a) have not been consummated, the repurchase, from time to time, of shares of Capital Stock of Company from Univision; provided that, on a pro forma basis after giving effect to each such repurchase and the anticipated acquisition of Capital Stock from Univision in connection with the transactions described in clause (a) (determined in a reasonably acceptable manner), Univision holds, on a fully diluted basis, more than 14.9% of the issued and outstanding Capital Stock of the Company.

“Subject Transaction” as defined in Section 6.8.

“Subordinated Indebtedness” means any Indebtedness of Company or any Subsidiary which is subordinated to the payment of the Obligations as set forth in Section 6.1(c).

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association, joint venture or other business entity of which more than 50% of the total voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons performing similar functions) having the power to direct or cause the direction of the management and policies thereof 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; provided, in determining the percentage of ownership interests of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former Person shall be deemed to be outstanding.

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“Syndication Agent” as defined in the preamble hereto.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied, collected, withheld or assessed.

“TeleFutura” means TeleFutura, a Delaware corporation.

“Tender Offer” means the offer to purchase for Cash any and all outstanding Senior Subordinated Notes.

“Term Loan” means a Term Loan made by a Lender to Company pursuant to Section 2.1(a).

“Term Loan Commitment” means the commitment of a Lender to make or otherwise fund a Term Loan and “Term Loan Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s Term Loan Commitment, if any, is set forth on Appendix A-1 or in the applicable Assignment Agreement, subject to any adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Term Loan Commitments as of the Closing Date is $500,000,000.

“Term Loan Exposure” means, with respect to any Lender, as of any date of determination, the outstanding principal amount of the Term Loans of such Lender; provided, at any time prior to the making of the Term Loans, the Term Loan Exposure of any Lender shall be equal to such Lender’s Term Loan Commitment.

“Term Loan Maturity Date” means the earlier of (i) March 29, 2013, and (ii) the date that all Term Loans shall become due and payable in full hereunder, whether by acceleration or otherwise.

“Term Loan Note” means a promissory note in the form of Exhibit B-1, as it may be amended, supplemented or otherwise modified from time to time.

“Terminated Lender” as defined in Section 2.22.

“Title Policy” as defined in Section 5.11(c)(iii).

“Total Utilization of Revolving Commitments” means, as at any date of determination, the sum of (i) the aggregate principal amount of all outstanding Revolving Loans (other than Revolving Loans made for the purpose of reimbursing Issuing Bank for any amount drawn under any Letter of Credit, but not yet so applied) and (ii) the Letter of Credit Usage.

“Transaction Costs” means the fees, costs and expenses payable by Company or any of Company’s Subsidiaries on or before the Closing Date in connection with the transactions contemplated by the Credit Documents and the Related Agreements.

“Type of Loan” means either a Base Rate Loan or a Eurodollar Rate Loan.

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“Univision” means, as applicable, Univision Communications Inc., a Delaware corporation, or Univision Network Limited Partnership, a Delaware limited partnership.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect in any applicable jurisdiction.

“Unadjusted Eurodollar Rate Component” means the Adjusted Eurodollar Rate.

“Voting Power” means with respect to Capital Stock of Company, the power to vote for directors of Company in ordinary circumstances and in the absence of any contingency creating such a right.

1.2. Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to Section 5.1(a) and 5.1(b) shall be prepared in accordance with GAAP as in effect at the time of such preparation. Calculations in connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and policies in conformity with those used to prepare the Historical Financial Statements.

1.3. Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix, Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless otherwise specifically provided. The use herein of the word “include” or “including”, when following any general statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not any limiting language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of such general statement, term or matter.

SECTION 2. LOANS AND LETTERS OF CREDIT

2.1. Term Loans.

(a) Loan Commitments. Subject to the terms and conditions hereof, each Lender severally agrees to make, on the Closing Date, a Term Loan to Company in an amount equal to such Lender’s Term Loan Commitment. Company may make only one borrowing under the Term Loan Commitment which shall be on the Closing Date. Any amount borrowed under this Section 2.1(a) and subsequently repaid or prepaid may not be reborrowed. Subject to Sections 2.12(a) and 2.13, all amounts owed hereunder with respect to the Term Loans shall be paid in full no later than the Term Loan Maturity Date. Each Lender’s Term Loan Commitment shall terminate immediately and without further action on the Closing Date after giving effect to the funding of such Lender’s Term Loan Commitment on such date.

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(b) Borrowing Mechanics for Term Loans.

(i) Company shall deliver to Administrative Agent a fully executed Funding Notice no later than one Business Day prior to the Closing Date. Promptly upon receipt by Administrative Agent of such Certificate, Administrative Agent shall notify each Lender of the proposed borrowing.

(ii) Each Lender shall make its Term Loan, available to Administrative Agent not later than 12:00 p.m. (Los Angeles time)/3:00 p.m. (New York City time) on the Closing Date, by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of the Term Loans available to Company on the Closing Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Principal Office designated by Administrative Agent or to such other account as may be designated in writing to Administrative Agent by Company.

2.2. Revolving Loans.

(a) Revolving Commitments. During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make Revolving Loans to Company in an aggregate amount up to but not exceeding such Lender’s Revolving Commitment; provided, that after giving effect to the making of any Revolving Loans in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect. Amounts borrowed pursuant to this Section 2.2(a) may be repaid and reborrowed during the Revolving Commitment Period. Each Lender’s Revolving Commitment shall expire on the Revolving Commitment Termination Date and all Revolving Loans and all other amounts owed hereunder with respect to the Revolving Loans and the Revolving Commitments shall be paid in full no later than such date.

(b) Borrowing Mechanics for Revolving Loans.

(i) Except pursuant to 2.3(d), Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount, and Revolving Loans that are Eurodollar Rate Loans shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

(ii) Whenever Company desires that Lenders make Revolving Loans, Company shall deliver to Administrative Agent a fully executed and delivered Funding Notice no later than 10:00 a.m. (Los Angeles time)/1:00 p.m. (New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a Eurodollar Rate Loan, and at least one Business Day in advance of the proposed Credit Date in the case of a Revolving Loan that is a Base Rate Loan. Except as otherwise provided herein, a Funding Notice for a Revolving Loan that is a Eurodollar Rate Loan shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to make a borrowing in accordance therewith.

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(iii) Notice of receipt of each Funding Notice in respect of Revolving Loans, together with the amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness, but (provided Administrative Agent shall have received such notice by 10:00 a.m. (Los Angeles time)/1:00 p.m. (New York City time)) not later than 11:00 a.m. (Los Angeles time)/2:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such Notice from Company.

(iv) Each Lender shall make the amount of its Revolving Loan available to Administrative Agent not later than 12:00 p.m. (Los Angeles time)/3:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of same day funds in Dollars, at the Principal Office designated by Administrative Agent. Except as provided herein, upon satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the proceeds of such Revolving Loans available to Company on the applicable Credit Date by causing an amount of same day funds in Dollars equal to the proceeds of all such Revolving Loans received by Administrative Agent from Lenders to be credited to the account of Company at the Principal Office designated by Administrative Agent or such other account as may be designated in writing to Administrative Agent by Company.

2.3. Issuance of Letters of Credit and Purchase of Participations Therein.

(a) Letters of Credit. During the Revolving Commitment Period, subject to the terms and conditions hereof, Issuing Bank agrees to issue Letters of Credit for the account of Company and its Subsidiaries in the aggregate amount up to but not exceeding the Letter of Credit Sublimit; provided, (i) each Letter of Credit shall be denominated in Dollars; (ii) the stated amount of each Letter of Credit shall not be less than $100,000 or such lesser amount as is acceptable to Issuing Bank; (iii) after giving effect to such issuance, in no event shall the Total Utilization of Revolving Commitments exceed the Revolving Commitments then in effect; (iv) after giving effect to such issuance, in no event shall the Letter of Credit Usage exceed the Letter of Credit Sublimit then in effect; (v) in no event shall any standby Letter of Credit have an expiration date later than the earlier of (1) the Revolving Commitment Termination Date and (2) the date which is one year from the date of issuance of such standby Letter of Credit; and (vi) in no event shall any commercial Letter of Credit (a) have an expiration date later than the earlier of (1) the Revolving Loan Commitment Termination Date and (2) the date which is 180 days from the date of issuance of such commercial Letter of Credit or (b) be issued if such commercial Letter of Credit is otherwise unacceptable to Issuing Bank in its reasonable discretion. Subject to the foregoing, Issuing Bank may agree that a standby Letter of Credit will automatically be extended for one or more successive periods not to exceed one year each, unless Issuing Bank elects not to extend for any such additional period; provided, Issuing Bank shall not extend any such Letter of Credit if it has received written notice that an Event of Default has occurred and is continuing at the time Issuing Bank must elect to allow such extension; provided, further, in the event a Funding Default exists, Issuing Bank shall not be required to issue any Letter of Credit unless Issuing Bank has entered into arrangements satisfactory to it and Company to eliminate Issuing Bank’s risk with respect to the participation in Letters of Credit of the Defaulting Lender, including by cash collateralizing such Defaulting Lender’s Pro Rata Share of the Letter of Credit

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Usage. The letters of credit set forth on Schedule 2.3(a) shall, for all purposes, be considered Letters of Credit hereunder.

(b) Notice of Issuance. Whenever Company desires the issuance of a Letter of Credit, it shall deliver to Administrative Agent an Issuance Notice no later than 10:00 a.m. (Los Angeles time)/1:00 p.m. (New York City time) at least three Business Days (in the case of standby letters of credit) or five Business Days (in the case of commercial letters of credit), or in each case such shorter period as may be agreed to by Issuing Bank in any particular instance, in advance of the proposed date of issuance. Upon satisfaction or waiver of the conditions set forth in Section 3.2, Issuing Bank shall issue the requested Letter of Credit only in accordance with Issuing Bank’s standard operating procedures. Upon the issuance of any Letter of Credit or amendment or modification to a Letter of Credit, Issuing Bank shall promptly notify each Lender of such issuance, which notice shall be accompanied by a copy of such Letter of Credit or amendment or modification to a Letter of Credit and the amount of such Lender’s respective participation in such Letter of Credit pursuant to Section 2.3(e).

(c) Responsibility of Issuing Bank With Respect to Requests for Drawings and Payments. In determining whether to honor any drawing under any Letter of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to examine the documents delivered under such Letter of Credit with reasonable care so as to ascertain whether they appear on their face to be in accordance with the terms and conditions of such Letter of Credit. As between Company and Issuing Bank, Company assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by Issuing Bank, by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, Issuing Bank shall not be responsible for: (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any such Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of the beneficiary of any such Letter of Credit to comply fully with any conditions required in order to draw upon such Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; or (viii) any consequences arising from causes beyond the control of Issuing Bank, including any Governmental Acts; none of the above shall affect or impair, or prevent the vesting of, any of Issuing Bank’s rights or powers hereunder. Without limiting the foregoing and in furtherance thereof, any action taken or omitted by Issuing Bank under or in connection with the Letters of Credit or any documents and certificates delivered thereunder, if taken or omitted in good faith, shall not give rise to any liability on the part of Issuing Bank to Company. Notwithstanding anything to the contrary contained in this Section 2.3(c), Company shall retain any and all rights it may have against Issuing Bank for any liability arising solely out of the gross negligence or willful misconduct of Issuing Bank.

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(d) Reimbursement by Company of Amounts Drawn or Paid Under Letters of Credit. In the event Issuing Bank has determined to honor a drawing under a Letter of Credit, it shall immediately notify Company and Administrative Agent, and Company shall reimburse Issuing Bank on or before the Business Day immediately following the date on which such drawing is honored (the “Reimbursement Date”) in an amount in Dollars and in same day funds equal to the amount of such honored drawing; provided, anything contained herein to the contrary notwithstanding, (i) unless Company shall have notified Administrative Agent and Issuing Bank prior to 9:00 a.m. (Los Angeles time)/12:00 p.m. (New York City time) on the date such drawing is honored that Company intends to reimburse Issuing Bank for the amount of such honored drawing with funds other than the proceeds of Revolving Loans, Company shall be deemed to have given a timely Funding Notice to Administrative Agent requesting Lenders to make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an amount in Dollars equal to the amount of such honored drawing, and (ii) subject to satisfaction or waiver of the conditions specified in Section 3.2, Lenders shall, on the Reimbursement Date, make Revolving Loans that are Base Rate Loans in the amount of such honored drawing, the proceeds of which shall be applied directly by Administrative Agent to reimburse Issuing Bank for the amount of such honored drawing; and provided further, if for any reason proceeds of Revolving Loans are not received by Issuing Bank on the Reimbursement Date in an amount equal to the amount of such honored drawing, Company shall reimburse Issuing Bank, on demand, in an amount in same day funds equal to the excess of the amount of such honored drawing over the aggregate amount of such Revolving Loans, if any, which are so received. Nothing in this Section 2.3(d) shall be deemed to relieve any Lender from its obligation to make Revolving Loans on the terms and conditions set forth herein, and Company shall retain any and all rights it may have against any Lender resulting from the failure of such Lender to make such Revolving Loans under this Section 2.3(d).

(e) Lenders’ Purchase of Participations in Letters of Credit. Immediately upon the issuance of each Letter of Credit, each Lender having a Revolving Commitment shall be deemed to have purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a participation in such Letter of Credit and any drawings honored thereunder in an amount equal to such Lender’s Pro Rata Share (with respect to the Revolving Commitments) of the maximum amount which is or at any time may become available to be drawn thereunder. In the event that Company shall fail for any reason to reimburse Issuing Bank as provided in Section 2.3(d), Issuing Bank shall promptly notify each Lender of the unreimbursed amount of such honored drawing and of such Lender’s respective participation therein based on such Lender’s Pro Rata Share of the Revolving Commitments. Each Lender shall make available to Issuing Bank an amount equal to its respective participation, in Dollars and in same day funds, at the office of Issuing Bank specified in such notice, not later than 12:00 p.m. (Los Angeles time)/3:00 p.m. (New York City time) on the first business day (under the laws of the jurisdiction in which such office of Issuing Bank is located) after the date notified by Issuing Bank. In the event that any Lender fails to make available to Issuing Bank on such business day the amount of such Lender’s participation in such Letter of Credit as provided in this Section 2.3(e), Issuing Bank shall be entitled to recover such amount on demand from such Lender together with interest thereon for three Business Days at the rate customarily used by Issuing Bank for the correction of errors among banks and thereafter at the Base Rate. Nothing in this Section 2.3(e) shall be deemed to prejudice the right of any Lender to recover from Issuing Bank any amounts made available by such Lender to Issuing Bank pursuant to this Section in the event that it is determined that the

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payment with respect to a Letter of Credit in respect of which payment was made by such Lender constituted gross negligence or willful misconduct on the part of Issuing Bank. In the event Issuing Bank shall have been reimbursed by other Lenders pursuant to this Section 2.3(e) for all or any portion of any drawing honored by Issuing Bank under a Letter of Credit, such Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under this Section 2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of all payments subsequently received by Issuing Bank from Company in reimbursement of such honored drawing when such payments are received. Any such distribution shall be made to a Lender at its primary address set forth below its name on Appendix B or at such other address as such Lender may request.

(f) Obligations Absolute. The obligation of Company to reimburse Issuing Bank for drawings honored under the Letters of Credit issued by it and to repay any Revolving Loans made by Lenders pursuant to Section 2.3(d) and the obligations of Lenders under Section 2.3(e) shall be unconditional and irrevocable and shall be paid strictly in accordance with the terms hereof under all circumstances including any of the following circumstances: (i) any lack of validity or enforceability of any Letter of Credit; (ii) the existence of any claim, set-off, defense or other right which Company or any Lender may have at any time against a beneficiary or any transferee of any Letter of Credit (or any Persons for whom any such transferee may be acting), Issuing Bank, Lender or any other Person or, in the case of a Lender, against Company, whether in connection herewith, the transactions contemplated herein or any unrelated transaction (including any underlying transaction between Company or one of its Subsidiaries and the beneficiary for which any Letter of Credit was procured); (iii) any draft or other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of Credit against presentation of a draft or other document which does not substantially comply with the terms of such Letter of Credit; (v) any adverse change in the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company or any of its Subsidiaries; (vi) any breach hereof or any other Credit Document by any party thereto; (vii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing; or (viii) the fact that an Event of Default or a Default shall have occurred and be continuing; provided, in each case, that payment by Issuing Bank under the applicable Letter of Credit shall not have constituted gross negligence or willful misconduct of Issuing Bank under the circumstances in question.

(g) Indemnification. Without duplication of any obligation of Company under Section 10.2 or 10.3, in addition to amounts payable as provided herein, Company hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of (1) the gross negligence or willful misconduct of Issuing Bank or (2) the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor a drawing under any such Letter of Credit as a result of any Governmental Act.

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2.4. Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby nor shall any Term Loan Commitment, Revolving Commitment or Incremental Loan Commitment of any Lender be increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a Loan requested hereunder or purchase a participation required hereby.

(b) Availability of Funds. Unless Administrative Agent shall have been notified by any Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative Agent may, in its sole discretion, but shall not be obligated to, make available to Company a corresponding amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among banks for three Business Days and thereafter at the Base Rate. If such Lender does not pay such corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall promptly notify Company and Company shall immediately pay such corresponding amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of Loans. Nothing in this Section 2.4(b) shall be deemed to relieve any Lender from its obligation to fulfill its Term Loan Commitments and Revolving Commitments hereunder or to prejudice any rights that Company may have against any Lender as a result of any default by such Lender hereunder.

2.5. Use of Proceeds. The proceeds of the Term Loans and the Revolving Loans, if any, made on the Closing Date shall be applied by Company (i) to refinance the Existing Credit Facility, (ii) to repurchase or redeem for the Senior Subordinated Notes, (iii) to fund a portion of the Stock Repurchase after the Closing Date, (iv) to pay fees and expenses in connection with the foregoing and (v) for general corporate purposes. The proceeds of the Revolving Loans and Letters of Credit made after the Closing Date shall be applied by Company to fund a portion of the Stock Repurchase after the Closing Date and for working capital and general corporate purposes of Company and its Subsidiaries, including Permitted Acquisitions. No portion of the proceeds of any Credit Extension shall be used in any manner that causes or might cause such Credit Extension or the application of such proceeds to violate Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other regulation thereof or to violate the Exchange Act.

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2.6. Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an account or accounts evidencing the Obligations of Company to such Lender, including the amounts of the Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be conclusive and binding on Company, absent manifest error; provided, that the failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Company’s Obligations in respect of any applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s records, the recordations in the Register shall govern.

(b) Register. Administrative Agent (or its agent or sub-agent appointed by it) shall maintain at the Principal Office a register for the recordation of the names and addresses of Lenders and the Revolving Commitments and Loans of each Lender from time to time (the “Register”). The Register, as in effect at the close of business on the preceding Business Day, shall be available for inspection by Company or any Lender at any reasonable time and from time to time upon reasonable prior notice. Administrative Agent shall record, or shall cause to be recorded, in the Register the Revolving Commitments and the Loans in accordance with the provisions of Section 10.6, and each repayment or prepayment in respect of the principal amount of the Loans, and any such recordation shall be conclusive and binding on Company and each Lender, absent manifest error; provided, failure to make any such recordation, or any error in such recordation, shall not affect any Lender’s Revolving Commitments or Company’s Obligations in respect of any Loan. Company hereby designates Administrative Agent to serve as Company’s agent solely for purposes of maintaining the Register as provided in this Section 2.6, and Company hereby agrees that, to the extent Administrative Agent serves in such capacity, Administrative Agent and its officers, directors, employees, agents, sub-agents and affiliates shall constitute “Indemnitees.”

(c) Notes. If so requested by any Lender by written notice to Company (with a copy to Administrative Agent) at least two Business Days prior to the Closing Date, or at any time thereafter, Company shall execute and deliver to such Lender (and/or, if applicable and if so specified in such notice, to any Person who is an assignee of such Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is delivered after the Closing Date, promptly after Company’s receipt of such notice) a Note or Notes to evidence such Lender’s Term Loan, Revolving Loan or Incremental Loan, as the case may be.

2.7. Interest on Loans.

(a) Except as otherwise set forth herein, each Class of Loan shall bear interest on the unpaid principal amount thereof from the date made through repayment (whether by acceleration or otherwise) thereof as follows:

(i) in the case of Term Loans:

1. if a Base Rate Loan, at the Base Rate plus 0.50% per annum; or

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2. if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus 1.50% per annum; and

(ii) in the case of Revolving Loans:

1. if a Base Rate Loan, at the Base Rate plus the Applicable Margin; or

2. if a Eurodollar Rate Loan, at the Adjusted Eurodollar Rate plus the Applicable Margin.

(b) The basis for determining the rate of interest with respect to any Loan, and the Interest Period with respect to any Eurodollar Rate Loan, shall be selected by Company and notified to Administrative Agent and Lenders pursuant to the applicable Funding Notice or Conversion/Continuation Notice, as the case may be. If on any day a Loan is outstanding with respect to which a Funding Notice or Conversion/Continuation Notice has not been delivered to Administrative Agent in accordance with the terms hereof specifying the applicable basis for determining the rate of interest, then for that day such Loan shall be a Base Rate Loan.

(c) In connection with Eurodollar Rate Loans there shall be no more than ten (10) Interest Periods outstanding at any time. In the event Company fails to specify between a Base Rate Loan or a Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, such Loan (if outstanding as a Eurodollar Rate Loan) will be automatically converted into a Base Rate Loan on the last day of the then-current Interest Period for such Loan (or if outstanding as a Base Rate Loan will remain as, or (if not then outstanding) will be made as, a Base Rate Loan). In the event Company fails to specify an Interest Period for any Eurodollar Rate Loan in the applicable Funding Notice or Conversion/Continuation Notice, Company shall be deemed to have selected an Interest Period of one month. As soon as practicable after 10:00 a.m. (Los Angeles time)/1:00 p.m. (New York City time) on each Interest Rate Determination Date, Administrative Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all parties) the interest rate that shall apply to the Eurodollar Rate Loans for which an interest rate is then being determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone confirmed in writing) to Company and each Lender.

(d) Interest payable pursuant to Section 2.7(a) shall be computed (i) in the case of Base Rate Loans on the basis of a 365-day or 366-day year, as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in each case for the actual number of days elapsed in the period during which it accrues. In computing interest on any Loan, the date of the making of such Loan or the first day of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may be, shall be included, and the date of payment of such Loan or the expiration date of an Interest Period applicable to such Loan or, with respect to a Base Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of such Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one day’s interest shall be paid on that Loan.

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(e) Except as otherwise set forth herein, interest on each Loan (i) shall accrue on a daily basis and shall be payable in arrears on each Interest Payment Date with respect to interest accrued to but excluding each such payment date; (ii) shall accrue on a daily basis and shall be payable in arrears upon any prepayment of that Loan, whether voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) shall accrue on a daily basis and shall be payable in arrears at maturity of the Loans, including final maturity of the Loans; provided, however, with respect to any voluntary prepayment of a Base Rate Loan, accrued interest shall instead be payable on the applicable Interest Payment Date.

(f) Company agrees to pay to Issuing Bank, with respect to drawings honored under any Letter of Credit, interest on the amount paid by Issuing Bank in respect of each such honored drawing from the date such drawing is honored to but excluding the date such amount is reimbursed by or on behalf of Company at a rate equal to (i) for the period from the date such drawing is honored to but excluding the applicable Reimbursement Date, the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is 2% per annum in excess of the rate of interest otherwise payable hereunder with respect to Revolving Loans that are Base Rate Loans.

(g) Interest payable pursuant to Section 2.7(f) shall be computed on the basis of a 365/366-day year for the actual number of days elapsed in the period during which it accrues, and shall be payable on demand or, if no demand is made, on the date on which the related drawing under a Letter of Credit is reimbursed in full. Promptly upon receipt by Issuing Bank of any payment of interest pursuant to Section 2.7(f), Issuing Bank shall distribute to each Lender, out of the interest received by Issuing Bank in respect of the period from the date such drawing is honored to but excluding the date on which Issuing Bank is reimbursed for the amount of such drawing (including any such reimbursement out of the proceeds of any Revolving Loans), the amount that such Lender would have been entitled to receive in respect of the letter of credit fee that would have been payable in respect of such Letter of Credit for such period if no drawing had been honored under such Letter of Credit. In the event Issuing Bank shall have been reimbursed by Lenders for all or any portion of such honored drawing, Issuing Bank shall distribute to each Lender which has paid all amounts payable by it under Section 2.3(e) with respect to such honored drawing such Lender’s Pro Rata Share of any interest received by Issuing Bank in respect of that portion of such honored drawing so reimbursed by Lenders for the period from the date on which Issuing Bank was so reimbursed by Lenders to but excluding the date on which such portion of such honored drawing is reimbursed by Company.

2.8. Conversion/Continuation.

(a) Subject to Section 2.17 and so long as no Default or Event of Default shall have occurred and then be continuing, Company shall have the option:

(i) to convert at any time all or any part of any Term Loan, Revolving Loan or Incremental Loan equal to $500,000 and integral multiples of $100,000 in excess of that amount from one Type of Loan to another Type of Loan; provided, a Eurodollar Rate Loan may only be converted on the expiration of the Interest Period applicable to such Eurodollar Rate Loan unless Company shall pay all amounts due under Section 2.17 in connection with any such conversion; or

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(ii) upon the expiration of any Interest Period applicable to any Eurodollar Rate Loan, to continue all or any portion of such Loan equal to $500,000 and integral multiples of $100,000 in excess of that amount as a Eurodollar Rate Loan.

(b) Company shall deliver a Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m. (Los Angeles time)/1:00 p.m. (New York City time) at least one Business Day in advance of the proposed conversion date (in the case of a conversion to a Base Rate Loan) and at least three Business Days in advance of the proposed conversion/continuation date (in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan). Except as otherwise provided herein, a Conversion/Continuation Notice for conversion to, or continuation of, any Eurodollar Rate Loans (or telephonic notice in lieu thereof) shall be irrevocable on and after the related Interest Rate Determination Date, and Company shall be bound to effect a conversion or continuation in accordance therewith.

2.9. Default Interest. Upon the occurrence and during the continuance of an Event of Default under Section 8.1(a), all payments of principal then overdue and, to the extent permitted by applicable law, any interest payments on the Loans then overdue, or any fees or other amounts owed hereunder then overdue, shall thereafter bear interest (including post-petition interest in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that is 2% per annum in excess of the interest rate otherwise payable hereunder with respect to the applicable Loans (or, in the case of any such fees and other amounts, at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans that are Revolving Loans); provided, in the case of Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in interest rate is effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear interest payable upon demand at a rate which is 2% per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this Section 2.9 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.10. Fees.

(a) (i) Company agrees to pay to Administrative Agent for the account of Lenders having Revolving Exposure a commitment fee to be shared pro rata among the Revolving Loan Lenders with respect to the Revolving Loan Commitments for the period from and including the Closing Date to but excluding the Revolving Loan Commitment Expiration Date, computed by multiplying (1) the average of the daily difference between (A) the Revolving Commitments, and (B) the Total Utilization of Revolving Commitments, times (2) the applicable per annum rate set forth below:

Total Utilization of Revolving Loan Commitments	Commitment Fee Rate
³50%	0.250%
<50%	0.500%

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(ii) Company further agrees to pay to Administrative Agent for the account of Lenders having Revolving Exposure a letter of credit fee equal to (1) the Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, times (2) the average aggregate daily maximum amount available to be drawn under all such Letters of Credit (regardless of whether any conditions for drawing could then be met and determined as of the close of business on any date of determination).

All fees referred to in this Section 2.10(a) shall be paid to Administrative Agent at its Principal Office and upon receipt, Administrative Agent shall promptly distribute to each Lender its Pro Rata Share thereof.

(b) Company agrees to pay directly to Issuing Bank, for its own account, the following fees:

(i) a fronting fee equal to the greater of $500 or 0.250% of the face amount of each Letter of Credit; and

(ii) such documentary and processing charges for any issuance, amendment, transfer or payment of a Letter of Credit as are in accordance with Issuing Bank’s standard schedule for such charges and as in effect at the time of such issuance, amendment, transfer or payment, as the case may be.

(c) All fees referred to in Section 2.10(a) and 2.10(b)(i) shall be calculated on the basis of a 360-day year and the actual number of days elapsed and shall be payable quarterly in arrears on April 1, July 1, October 1 and January 1 of each year during the Revolving Commitment Period, commencing on the first such date to occur after the Closing Date, and on the Revolving Commitment Termination Date.

(d) In addition to any of the foregoing fees, Company agrees to pay to Agents such other fees in the amounts and at the times separately agreed upon.

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2.11. Scheduled Payments.

(a) Scheduled Installments. The principal amounts of the Term Loans shall be repaid in consecutive quarterly installments (each, an “Installment”) in the aggregate amounts set forth below on the four quarterly scheduled Interest Payment Dates applicable to Term Loans (each, an “Installment Date”), commencing on January 1, 2006:

Date	Term Loan Installments
January 1, 2006	$	1,250,000
April 1, 2006	$	1,250,000
July 1, 2006	$	1,250,000
October 1, 2006	$	1,250,000
January 1, 2007	$	1,250,000
April 1, 2007	$	1,250,000
July 1, 2007	$	1,250,000
October 1, 2007	$	1,250,000
January 1, 2008	$	1,250,000
April 1, 2008	$	1,250,000
July 1, 2008	$	1,250,000
October 1, 2008	$	1,250,000
January 1, 2009	$	1,250,000
April 1, 2009	$	1,250,000
July 1, 2009	$	1,250,000
October 1, 2009	$	1,250,000
January 1, 2010	$	1,250,000
April 1, 2010	$	1,250,000
July 1, 2010	$	1,250,000
October 1, 2010	$	1,250,000
January 1, 2011	$	1,250,000
April 1, 2011	$	1,250,000
July 1, 2011	$	1,250,000
October 1, 2011	$	1,250,000
January 1, 2012	$	1,250,000
April 1, 2012	$	1,250,000
July 1, 2012	$	1,250,000
October 1, 2012	$	1,250,000
January 1, 2013	$	1,250,000
Term Loan Maturity Date	$	463,750,000

Notwithstanding the foregoing, (x) such Installments shall be reduced in connection with any voluntary or mandatory prepayments of the Term Loans, as the case may be, in accordance with Sections 2.12, 2.13 and 2.14, as applicable; and (y) the Term Loans, together with all other amounts owed hereunder with respect thereto, shall, in any event, be paid in full no later than the Term Loan Maturity Date.

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2.12. Voluntary Prepayments/Commitment Reductions.

(a) Voluntary Prepayments.

(i) Any time and from time to time:

1. with respect to Base Rate Loans, Company may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount; and

2. with respect to Eurodollar Rate Loans, Company may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and integral multiples of $100,000 in excess of that amount.

(ii) All such prepayments shall be made:

1. upon not less than one Business Day’s prior written or telephonic notice in the case of Base Rate Loans; and

2. upon not less than three Business Days’ prior written or telephonic notice in the case of Eurodollar Rate Loans;

in each case given to Administrative Agent by 9:00 a.m. (Los Angeles time)/12:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (and Administrative Agent will promptly transmit such telephonic or original notice for Term Loans, Revolving Loans or Incremental Loans, as the case may be, by telefacsimile or telephone to each Lender). Upon the giving of any such notice, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.14(a).

(b) Voluntary Commitment Reductions.

(i) Company may, upon not less than three Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each applicable Lender), at any time and from time to time terminate in whole or permanently reduce in part, without premium or penalty, the Revolving Commitments in an amount up to the amount by which the Revolving Commitments exceed the Total Utilization of Revolving Commitments at the time of such proposed termination or reduction; provided, any such partial reduction of the Revolving Commitments shall be in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount.

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(ii) Company’s notice to Administrative Agent shall designate the date (which shall be a Business Day) of such termination or reduction and the amount of any partial reduction, and such termination or reduction of the Revolving Commitments shall be effective on the date specified in Company’s notice and shall reduce the Revolving Commitment of each Lender proportionately to its Pro Rata Share thereof.

2.13. Mandatory Prepayments/Commitment Reductions.

(a) Asset Sales. On the first Business Day following the date of receipt by Company or any of its Subsidiaries of any Net Proceeds with respect to an Asset Sale or an Asset Swap, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b)) in an amount equal to 100% of such Net Proceeds; provided that if the Leverage Ratio as of the date of such Asset Sale or Asset Swap, on a pro forma basis assuming the consummation of such Asset Sale or Asset Swap, is (i) greater than or equal to 5.0:1, but less than 6.0:1, such percentage shall be 50% or (ii) less than 5.0:1, such percentage shall be 0%; provided, further, that no prepayment shall be required with respect to an Asset Sale or Asset Swap (A) prior to the first anniversary of the Closing Date to the extent that the aggregate Fair Market Value of assets subject to Asset Sales and Asset Swaps (including the value of the assets subject to such Asset Sale or Asset Swap, as the case may be) consummated during the period from and including the Closing Date to but excluding the first anniversary of the Closing Date is less than or equal to $75,000,000, so long as no Default shall have occurred and be continuing at the time of consummation of such Asset Sale or Asset Swap and (B) if and to the extent that the Net Proceeds of such Asset Sale or Asset Swap are used, within 18 months of such disposition, to make Investments permitted by Section 6.7(e), (f), (g), (l) or (m) or otherwise to be reinvested in long term productive or other capital assets of the general type used in the business of Company and its Subsidiaries (provided that, if an Event of Default shall occur and be continuing prior to any such Investment or other such use of proceeds, all such proceeds shall be immediately used to prepay the Loans, or make a Cash Collateral Deposit, as applicable, in accordance with Section 2.14(b)). The Collateral Agent shall have a first-priority perfected Lien (subject to Section 6.2) on any assets so acquired.

(b) Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by Company or any of its Subsidiaries, or Collateral Agent as loss payee, of any Net Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to such Net Insurance/Condemnation Proceeds; provided, that no prepayment shall be required if and to the extent that such Net Insurance/Condemnation Proceeds are used, within 360 days of receipt thereof, to make Investments permitted by Section 6.7(e), (f), (g), (l) or (m) or otherwise to be reinvested in long term productive or other capital assets of the general type used in the business of Company and its Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets which are the subject of such Net Insurance/Condemnation Proceeds (provided that, if an Event of Default shall occur and be continuing prior to any such Investment or other such use of proceeds, all such proceeds shall be immediately used to prepay the Loans, or make a Cash Collateral Deposit, as applicable, in accordance with Section 2.14(b)).

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(c) Issuance of Equity Securities. On the date of receipt by Company of any Net Proceeds from a capital contribution to, or an Equity Offering by, Company or any of its Subsidiaries (other than (i) pursuant to any employee stock or stock option compensation plan, (ii) any proceeds of any such capital contribution or Equity Offering which are applied to repurchase Capital Stock of Company from Univision or (iii) any proceeds of any such capital contribution by Company or any Subsidiary in any other Subsidiary), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in the amount necessary to cause the Leverage Ratio (calculated on a pro forma basis as of the most recently ended Fiscal Quarter, giving effect to such Equity Offering or capital contribution as if it had occurred, and the Net Proceeds thereof had been applied, on the last day of such quarter) to be at least one multiple lower than the required Leverage Ratio applicable to such Fiscal Quarter pursuant to Section 6.8(b); provided that no prepayment shall be required with respect to an Equity Offering or capital contribution if the Net Proceeds thereof are used, within 360 days of such Equity Offering or capital contribution, to make acquisitions permitted by Section 6.9(g) (provided that, if an Event of Default shall occur and be continuing prior to any such acquisition, all such proceeds shall be immediately used to prepay the Loans, or make a Cash Collateral Deposit, as applicable, in accordance with Section 2.14(b)). Nothing in this Section 2.13(c) shall be deemed to constitute the Lenders’ agreement to any Change of Control.

(d) Issuance of Debt. On the date of receipt by Company or any of its Subsidiaries of any Cash proceeds from the incurrence of any Subordinated Indebtedness of Company or any of its Subsidiaries (other than with respect to any Subordinated Indebtedness permitted to be incurred pursuant to Section 6.1), Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b) in an aggregate amount equal to the lesser of (i) 100% of such proceeds and (ii) the amount, if any, necessary for the Company and its Subsidiaries to be in compliance with the financial covenants set forth in Section 6.8 on a pro forma basis after giving effect to such prepayment, in each case, net of underwriting discounts and commissions and other reasonable costs and expenses associated therewith, including reasonable legal fees and expenses.

(e) Consolidated Excess Cash Flow. In the event that at the end of any Fiscal Year of Company ending on and after December 31, 2006 there shall exist Consolidated Excess Cash Flow with respect to such Fiscal Year, then on the date which is ten Business Days after the earlier to occur of (i) the date upon which the audited financial statements of Company with respect to such Fiscal Year become available and (ii) the 90th day after the end of such Fiscal Year, Company shall prepay the Loans and/or the Revolving Commitments shall be permanently reduced as set forth in Section 2.14(b), in an amount equal to 75% of such Consolidated Excess Cash Flow; provided that no such prepayment shall be required if the Leverage Ratio as of the end of such Fiscal Year is less than 5.0:1.

(f) Prepayment Certificate. Concurrently with any prepayment of the Loans and/or reduction of the Revolving Commitments pursuant to Sections 2.13(a) through 2.13(e), Company shall deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the calculation of the amount of the applicable Net Proceeds, Net Insurance/Condemnation Proceeds, cash proceeds from Subordinated Indebtedness or Consolidated Excess Cash Flow, as the case may be. In the event that Company shall subsequently determine that the actual amount received exceeded the amount set forth in such

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certificate, Company shall promptly make an additional prepayment of the Loans and/or the Revolving Commitments shall be permanently reduced in an amount equal to such excess, and Company shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer demonstrating the derivation of such excess.

2.14. Application of Prepayments/Reductions.

(a) Application of Voluntary Prepayments by Type of Loans. Any prepayment of any Loan pursuant to Section 2.12(a) shall be applied as specified by Company in the applicable notice of prepayment; provided, in the event Company fails to specify the Loans to which any such prepayment shall be applied, such prepayment shall be applied as follows:

first, to repay outstanding Revolving Loans to the full extent thereof; and

second, to repay outstanding Term Loans and Incremental Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof).

Any prepayment of any Term Loan or Incremental Loan pursuant to Section 2.12(a) shall be further applied on a pro rata basis to reduce the scheduled remaining Installments of principal on such Term Loan or Incremental Loan, as applicable; provided that, at the election of the Company, any such prepayment may be applied to pay the next two (2) succeeding installments of principal in the direct order of maturity thereof.

(b) Application of Mandatory Prepayments by Type of Loans. Any amount required to be paid pursuant to Sections 2.13(a) through 2.13(e) shall be applied as follows:

first, to prepay Term Loans and Incremental Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied on a pro rata basis to the remaining scheduled Installments of principal of the Term Loans and Incremental Loans;

second, to prepay the Revolving Loans to the full extent thereof and to further permanently reduce the Revolving Commitments by the amount of such prepayment;

third, to prepay outstanding reimbursement obligations with respect to Letters of Credit and to further permanently reduce the Revolving Commitments by the amount of such prepayment;

fourth, to make a Cash Collateral Deposit with respect to Letters of Credit and to further permanently reduce the Revolving Commitments by the amount of such Cash Collateral Deposit; and

fifth, to further permanently reduce the Revolving Commitments to the full extent thereof.

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(c) Application of Prepayments of Loans to Base Rate Loans and Eurodollar Rate Loans. Considering each Class of Loans being prepaid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner which minimizes the amount of any payments required to be made by Company pursuant to Section 2.17(c).

2.15. General Provisions Regarding Payments.

(a) All payments by Company of principal, interest, fees and other Obligations shall be made in Dollars in same day funds, without defense, setoff or counterclaim, free of any restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (Los Angeles time)/3:00 p.m. (New York City time) on the date due at the Principal Office designated by Administrative Agent for the account of Lenders; for purposes of computing interest and fees, funds received by Administrative Agent after that time on such due date shall be deemed to have been paid by Company on the next succeeding Business Day.

(b) All payments in respect of the principal amount of any Loan (other than voluntary prepayments of Revolving Loans) shall be accompanied by payment of accrued interest on the principal amount being repaid or prepaid.

(c) Administrative Agent (or its agent or sub-agent appointed by it) shall promptly distribute to each Lender at such address as such Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of principal and interest due hereunder, together with all other amounts due thereto, including, without limitation, all fees payable with respect thereto, to the extent received by Administrative Agent.

(d) Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation Notice is withdrawn as to any Affected Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give effect thereto in apportioning payments received thereafter.

(e) Subject to the provisos set forth in the definition of “Interest Period” as they may apply to Revolving Loans, whenever any payment to be made hereunder with respect to any Loan shall be stated to be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and, with respect to Revolving Loans only, such extension of time shall be included in the computation of the payment of interest hereunder or of the Revolving Commitment fees hereunder.

(f) Company hereby authorizes Administrative Agent to charge Company’s accounts with Administrative Agent in order to cause timely payment to be made to Administrative Agent of all principal and interest due hereunder (subject to sufficient funds being available in its accounts for that purpose).

(g) Administrative Agent shall deem any payment by or on behalf of Company hereunder that is not made in same day funds prior to 12:00 p.m. (Los Angeles time)/3:00 p.m. (New York City time) to be a non-conforming payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Administrative Agent shall give

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prompt telephonic notice to Company and each applicable Lender (confirmed in writing) if any payment is non-conforming. Any non-conforming payment may constitute or become a Default or Event of Default in accordance with the terms of Section 8.1(a). Interest shall continue to accrue on any principal as to which a non-conforming payment is made until such funds become available funds (but in no event less than the period from the date of such payment to the next succeeding applicable Business Day) at the rate determined pursuant to Section 2.9 from the date such amount was due and payable until the date such amount is paid in full.

(h) If an Event of Default shall have occurred and not otherwise been waived, and the maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received by Agents hereunder in respect of any of the Obligations, shall be applied in accordance with the application arrangements described in Section 7.2 of the Pledge and Security Agreement.

2.16. Ratable Sharing. Lenders hereby agree among themselves that, except as otherwise provided in the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made and applied in accordance with the terms hereof), through the exercise of any right of set-off or banker’s lien, by counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction of a proportion of the aggregate amount of principal, interest, amounts payable in respect of Letters of Credit, fees and other amounts then due and owing to such Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing Lender is thereafter recovered from such Lender upon the bankruptcy or reorganization of Company or otherwise, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery, but without interest. Company expressly consents to the foregoing arrangement and agrees that any holder of a participation so purchased may, so long as an Event of Default has occurred and is continuing, exercise any and all rights of banker’s lien, set-off or counterclaim with respect to any and all monies owing by Company to that holder with respect thereto as fully as if that holder were owed the amount of the participation held by that holder.

2.17. Making or Maintaining Eurodollar Rate Loans.

(a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent shall have determined (which determination shall be final and conclusive and binding upon all parties hereto), on any Interest Rate Determination Date with respect to any

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Eurodollar Rate Loans, that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for ascertaining the interest rate applicable to such Loans on the basis provided for in the definition of Adjusted Eurodollar Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone confirmed in writing) to Company and each Lender of such determination, whereupon (i) no Loans may be made as, or converted to, Eurodollar Rate Loans until such time as Administrative Agent notifies Company and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding Notice or Conversion/Continuation Notice given by Company with respect to the Loans in respect of which such determination was made shall be deemed to be rescinded by Company.

(b) Illegality or Impracticability of Eurodollar Rate Loans. In the event that on any date (i) any Lender (any such Lender, an “Affected Lender”) shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of its Eurodollar Rate Loans has become unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule, regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) the Requisite Lenders shall have determined (which determination shall be final and conclusive and binding upon all parties hereto but shall be made only after consultation with Company and Administrative Agent) that the making, maintaining or continuation of Eurodollar Rate Loans has become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely affect the London interbank market or the position of the Lenders in that market, then, and in any such event, the Affected Lender or the Requisite Lenders, as the case may be, shall on that day give notice (by telefacsimile or by telephone confirmed in writing) to Company and Administrative Agent of such determination (which notice Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected Lender or the Lenders, as the case may be, to make Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until such notice shall be withdrawn by the Affected Lender or the Requisite Lenders, as the case may be, (2) to the extent such determination by the Affected Lender or the Requisite Lenders, as the case may be, relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the Affected Lender or the Lenders shall make such Loan as (or continue such Loan as or convert such Loan to, as the case may be) a Base Rate Loan, (3) the Affected Lender’s or the Lenders’ obligation to maintain its or their outstanding Eurodollar Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and (4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. Notwithstanding the foregoing, to the extent a determination by an Affected Lender or the Requisite Lenders, as the case may be, as described above relates to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding Notice or a Conversion/Continuation Notice, Company shall have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Conversion/Continuation Notice as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to Administrative Agent of such rescission on the date on which the Affected Lender or the Requisite Lenders give notice of its or their determination as described above (which notice of rescission Administrative Agent shall promptly transmit to each other Lender). Except as provided in the immediately preceding

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sentence, nothing in this Section 2.17(b) shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms hereof.

(c) Compensation for Breakage or Non-Commencement of Interest Periods. Company shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid by such Lender to Lenders of funds borrowed by it to make or carry its Eurodollar Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation of such deposits but excluding loss of anticipated profits or loss of margin) which such Lender may sustain: (i) if for any reason (other than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date specified therefor in a Funding Notice or a telephonic request for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does not occur on a date specified therefor in a Conversion/Continuation Notice or a telephonic request for conversion or continuation; (ii) if any prepayment or other principal payment of, or any conversion of, any of its Eurodollar Rate Loans occurs on a date prior to the last day of an Interest Period applicable to that Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made on any date specified in a notice of prepayment given by Company.

(d) Booking of Eurodollar Rate Loans. Any Lender may make, carry or transfer Eurodollar Rate Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation of all amounts payable to a Lender under this Section 2.17 and under Section 2.18 shall be made as though such Lender had actually funded each of its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause (i) of the definition of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar Rate Loan and having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of such Lender to a domestic office of such Lender in the United States of America; provided, however, each Lender may fund each of its Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts payable under this Section 2.17 and under Section 2.18.

2.18. Increased Costs; Capital Adequacy.

(a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the interpretation, administration or application thereof (including the introduction of any new law, treaty or governmental rule, regulation or order), or any determination of a court or governmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or directive issued or

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made after the date hereof by any central bank or other governmental or quasi-governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Excluded Taxes) with respect to this Agreement or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender on an after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(b) Capital Adequacy Adjustment. In the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.18(b)) shall have determined that the adoption, effectiveness, phase-in or applicability after the Closing Date (or in the case of any Lender that becomes a party hereto after the Closing Date, the date that such Lender becomes a party hereto) of any law, rule or regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with reference to, such Lender’s Loans or Revolving Commitments or Letters of Credit, or participations therein or other obligations hereunder with respect to the Loans or the Letters of Credit to a level below that which such Lender or such controlling corporation could have achieved but for such adoption, effectiveness, phase-in, applicability, change or compliance (taking into consideration the policies of such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five Business Days after receipt by Company from such Lender of the statement referred to in the next sentence, Company shall pay to such Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed

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to Lender under this Section 2.18(b), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

(c) Reserves on Eurodollar Rate Loans. Company shall pay to each Lender, as long as such Lender shall be required to maintain (i) reserves (including, without limitation, any basic, marginal, special, supplemental, emergency or other reserves) with respect to “Eurocurrency liabilities” (as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of the Federal Reserve System or other applicable banking regulator and (ii) any other reserves with respect to (A) any category of liabilities which includes deposits by reference to which the applicable Adjusted Eurodollar Rate is to be determined, or (B) any category of extensions of credit or other assets which include Eurodollar Rate Loans, additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves (without benefits of credit for proration, exceptions or offsets that may be available from time to time to the applicable Lender) allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided Company shall have received at least 10 days’ prior notice (with a copy to Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 10 days after receipt of such notice.

2.19. Taxes; Withholding, etc.

(a) Payments to Be Free and Clear. All sums payable by or on behalf of any Credit Party hereunder and under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and without any deduction or withholding on account of, any Tax (other than Excluded Taxes) imposed, levied, collected, withheld or assessed by or within the United States of America or any political subdivision in or of the United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the United States of America or any such jurisdiction is a member at the time of payment.

(b) Withholding of Taxes. If any Credit Party or any other Person is required by law to make any deduction or withholding on account of any such Tax from any sum paid or payable by any Credit Party to Administrative Agent or any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(b)) under any of the Credit Documents: (i) Company shall notify Administrative Agent of any such requirement or any change in any such requirement as soon as Company becomes aware of it; (ii) Company shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any such deduction, withholding or payment in connection with additional amounts paid hereunder), Administrative Agent or such Lender, as the case may be, receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment

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been required or made; and (iv) within thirty days after paying any sum from which it is required by law to make any deduction or withholding, and within thirty days after the due date of payment of any Tax which it is required by clause (ii) above to pay, Company shall deliver to Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change after the date hereof (in the case of each Lender listed on the signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement or Joinder Agreement, as the case may be, pursuant to which such Lender became a Lender (in the case of each other Lender) in any such requirement for a deduction, withholding or payment as is mentioned therein shall result in an increase in the rate of such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment Agreement, as the case may be, in respect of payments to such Lender.

(c) Evidence of Exemption From U.S. Withholding Tax. Each Lender shall deliver to Administrative Agent for transmission to Company, on or prior to the Closing Date (in the case of each Lender listed on the signature pages hereof on the Closing Date) or on or prior to the date of the Assignment Agreement or Joinder Agreement, as the case may be, pursuant to which it becomes a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of Company or Administrative Agent (each in the reasonable exercise of its discretion), (i) in the case of a Non-US Lender, two original copies of Internal Revenue Service Form W-8BEN or W-8ECI (or any successor forms), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of principal, interest, fees or other amounts payable under any of the Credit Documents, (ii) if such Non-US Lender is not a “bank” or other Person described in Section 881(c)(3) of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W-8ECI pursuant to clause (i) above, a Certificate re Non-Bank Status together with two original copies of Internal Revenue Service Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to establish that such Lender is not subject to deduction or withholding of United States federal income tax with respect to any payments to such Lender of interest payable under any of the Credit Documents and (iii) in the case of a Lender other than a Non-US Lender, two original copies of Internal Revenue Service Form W-9 (or any successor form), properly completed and duly executed by such Lender. Each Lender required to deliver any forms, certificates or other evidence with respect to United States federal income tax withholding matters pursuant to this Section 2.19(c) hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender shall promptly deliver to Administrative Agent for transmission to Company two new original copies of Internal Revenue Service Form W-9, W-8BEN or W-8ECI (as applicable), or a Certificate re Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case may be, properly completed and duly executed by such Lender, and such other documentation required under the Internal Revenue Code and reasonably requested by Company to confirm or establish that such Lender is not subject to deduction or withholding of United

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States federal income tax with respect to payments to such Lender under the Credit Documents, or notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence. Company shall not be required to pay any additional amount to any Non-US Lender under Section 2.19(b)(iii) if such Lender shall have failed (1) to deliver the forms, certificates or other evidence referred to in the second sentence of this Section 2.19(c), or (2) to notify Administrative Agent and Company of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided, if such Lender shall have satisfied the requirements of the first sentence of this Section 2.19(c) on the Closing Date or on the date of the Assignment Agreement or Joinder Agreement, as the case may be, pursuant to which it became a Lender, as applicable, nothing in this last sentence of Section 2.19(c) shall relieve Company of its obligation to pay any additional amounts pursuant this Section 2.19 in the event that, as a result of any change in any applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation, administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein.

2.20. Obligation to Mitigate. Each Lender (which term shall include Issuing Bank for purposes of this Section 2.20) agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans or Letters of Credit, as the case may be, becomes aware of the occurrence of an event or the existence of a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive payments under Section 2.17, 2.18 or 2.19, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain its Credit Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required to be paid to such Lender pursuant to Section 2.17, 2.18 or 2.19 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Revolving Commitments, Loans or Letters of Credit through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Revolving Commitments, Loans or Letters of Credit or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 2.20 unless Company agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described in clause (a) above. A certificate as to the amount of any such expenses payable by Company pursuant to this Section 2.20 (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Company (with a copy to Administrative Agent) shall be conclusive absent manifest error.

2.21. Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that any Lender, other than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting Lender”) in its obligation to fund (a “Funding Default”) any Revolving Loan or its portion of any unreimbursed payment under Section 2.3(e) (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; (b) to the extent permitted by applicable law, until such time as the Default Excess

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with respect to such Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment of the Revolving Loans shall, if Company so directs at the time of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving Loans outstanding and the Revolving Exposure of such Defaulting Lender were zero, and (ii) any mandatory prepayment of the Revolving Loans shall, if Company so directs at the time of making such mandatory prepayment, be applied to the Revolving Loans of other Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender, it being understood and agreed that Company shall be entitled to retain any portion of any mandatory prepayment of the Revolving Loans that is not paid to such Defaulting Lender solely as a result of the operation of the provisions of this clause (b); (c) such Defaulting Lender’s Revolving Commitment and outstanding Revolving Loans and such Defaulting Lender’s Pro Rata Share of the Letter of Credit Usage shall be excluded for purposes of calculating the Revolving Commitment fee payable to Lenders in respect of any day during any Default Period with respect to such Defaulting Lender, and such Defaulting Lender shall not be entitled to receive any Revolving Commitment fee pursuant to Section 2.10 with respect to such Defaulting Lender’s Revolving Commitment in respect of any Default Period with respect to such Defaulting Lender; and (d) the Total Utilization of Revolving Commitments as at any date of determination shall be calculated as if such Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Revolving Commitment of any Lender shall be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.21, performance by Company of its obligations hereunder and the other Credit Documents shall not be excused or otherwise modified as a result of any Funding Default or the operation of this Section 2.21. The rights and remedies against a Defaulting Lender under this Section 2.21 are in addition to other rights and remedies which Company may have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent or any Lender may have against such Defaulting Lender with respect to any Funding Default.

2.22. Removal or Replacement of a Lender. Anything contained herein to the contrary notwithstanding, in the event that: (a) (i) any Lender (an “Increased-Cost Lender”) shall give notice to Company that such Lender is an Affected Lender or that such Lender is entitled to receive payments under Section 2.17, 2.18 or 2.19, (ii) the circumstances which have caused such Lender to be an Affected Lender or which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to withdraw such notice within five Business Days after Company’s request for such withdrawal; or (b) (i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting Lender within five Business Days after Company’s request that it cure such default; or (c) in connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the provisions hereof as contemplated by Section 10.5(b), the consent of Requisite Lenders shall have been obtained but the consent of one or more of such other Lenders (each a “Non-Consenting Lender”) whose consent is required shall not have been obtained; then, with respect to each such Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Company may, by giving written notice to Administrative Agent and any Terminated Lender of its election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to assign its outstanding Loans and its Revolving Commitments, if any, in full to one or more Eligible

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Assignees (each a “Replacement Lender”) in accordance with the provisions of Section 10.6; provided, (1) on the date of such assignment, the Replacement Lender shall pay to Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and (C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to Section 2.10 and all other amounts due and owing to the Terminated Lender hereunder and under the other Credit Documents; (2) on the date of such assignment, Company shall pay any amounts payable to such Terminated Lender pursuant to Section 2.17(c), 2.18 or 2.19; or otherwise as if it were a prepayment and (3) in the event such Terminated Lender is a Non-Consenting Lender, each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such Terminated Lender was a Non-Consenting Lender; provided, Company may not make such election with respect to any Terminated Lender that is also an Issuing Bank unless, prior to the effectiveness of such election, Company shall have caused each outstanding Letter of Credit issued thereby to be cancelled. Upon the prepayment of all amounts owing to any Terminated Lender and the termination of such Terminated Lender’s Revolving Commitments, if any, such Terminated Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall survive as to such Terminated Lender.

2.23. Incremental Facilities.

Company may by written notice to Syndication Agents elect to request prior to the second anniversary of the Closing Date the establishment of one or more incremental term loan commitments (the “Incremental Loan Commitment”), by an amount not in excess of $250,000,000 in the aggregate. Each such notice shall specify (A) the date (each, an “Increased Amount Date”) on which Company proposes that the Incremental Loan Commitments shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to Syndication Agents and (B) the identity of each Lender or other Person that is an Eligible Assignee (each, an “Incremental Loan Lender”) to whom Company proposes any portion of such Incremental Loan Commitments be allocated and the amounts of such allocations; provided that any Lender approached to provide all or a portion of the Incremental Loan Commitment may elect or decline, in its sole discretion, to provide an Incremental Loan Commitment. Such Incremental Loan Commitments shall become effective as of such Increased Amount Date; provided that (1) no Default or Event of Default shall exist on such Increased Amount Date before or after giving effect to such Incremental Loan Commitments; (2) both before and after giving effect to the making of any Incremental Loans, each of the conditions set forth in Section 3.2 shall be satisfied; (3) Company and its Subsidiaries shall be in pro forma compliance with each of the covenants set forth in Section 6.8 as of the last day of the most recently ended Fiscal Quarter after giving effect to such Incremental Loan Commitments; (4) the Incremental Loan Commitments shall be effected pursuant to one or more Joinder Agreements executed and delivered by Company, Syndication Agents and Administrative Agent, each of which shall be recorded in the Register and shall be subject to the requirements set forth in Section 2.19(c); (5) Company shall make any payments required pursuant to Section 2.17(c) in connection with the Incremental Loan Commitments; and (6) Company shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Administrative

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Agent in connection with any such transaction. Any Incremental Loans made on an Increased Amount Date shall be designated a separate series (a “Series”) of Incremental Loans for all purposes of this Agreement.

On any Increased Amount Date on which any Incremental Loan Commitments of any Series are effective, subject to the satisfaction of the foregoing terms and conditions, (i) each Incremental Loan Lender of any Series shall make a Loan to Company (an “Incremental Loan”) in an amount equal to its Incremental Loan Commitment of such Series, and (ii) each Incremental Loan Lender of any Series shall become a Lender hereunder with respect to the Incremental Loan Commitment of such Series and the Incremental Loans of such Series made pursuant thereto.

Administrative Agent shall notify Lenders promptly upon receipt of Company’s notice of each Increased Amount Date and in respect thereof the Series of Incremental Loan Commitments and the Incremental Loan Lenders of such Series.

The terms and provisions of the Incremental Loans and Incremental Loan Commitments of any Series shall be, except as otherwise set forth herein or in the Joinder Agreement, identical to the Term Loan. In any event (i) the weighted average life to maturity of all Incremental Loans of any Series shall be no shorter than the weighted average life to maturity of each of the Revolving Loans and the Term Loans, (ii) the applicable Incremental Loan Maturity Date of each Series shall be no shorter than the final maturity of the Revolving Loans and the Term Loans, (iii) the rate of interest applicable to the Incremental Loans of each Series shall be determined by Company and the applicable new Lenders and shall be set forth in each applicable Joinder Agreement; provided however that the interest rate applicable to the Incremental Loans shall not be greater than the highest interest rate that may, under any circumstances, be payable with respect to Term Loans unless the interest rate with respect to the Term Loans is increased so as to equal the interest rate applicable to the Incremental Loans. Each Joinder Agreement may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Credit Documents as may be necessary or appropriate, in the opinion of the Syndication Agents and Administrative Agent, to effect the provision of this Section 2.23.

SECTION 3. CONDITIONS PRECEDENT

3.1. Closing Date. The obligation of any Lender to make a Credit Extension on the Closing Date is subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions on or before the Closing Date:

(a) Credit Documents. Administrative Agent shall have received sufficient copies of each Credit Document originally executed and delivered by each applicable Credit Party for each Lender.

(b) Organizational Documents; Incumbency. Administrative Agent shall have received (i) sufficient copies of each Organizational Document executed and delivered by each Credit Party, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature and incumbency certificates of the officers of such Person executing

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the Credit Documents to which it is a party; (iii) resolutions of the board of directors or similar governing body of each Credit Party approving and authorizing the execution, delivery and performance of this Agreement and the other Credit Documents and the Related Agreements to which it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation or other entity to do business, each dated a recent date prior to the Closing Date; and (v) such other documents as Administrative Agent may reasonably request.

(c) Organizational Structure. The organizational structure of Company and its Subsidiaries, shall be as set forth on Schedule 3.1(c).

(d) Capitalization of Company. All Capital Stock of Company shall be validly existing, fully paid and non-assessable.

(e) Consummation of Transactions Contemplated by Related Agreements.

(i) (1) All conditions to the offer to repurchase the Senior Subordinated Notes set forth in the Tender Offer shall have been satisfied or the fulfillment of any such conditions shall have been waived with the consent of Syndication Agents and Administrative Agent, (2) the purchase of the Senior Subordinated Notes shall have become effective in accordance with the terms of the Tender Offer, and (3) all material covenants contained in the indenture for the Senior Subordinated Notes shall have been removed.

(ii) Syndication Agents and Administrative Agent shall each have received a fully executed or conformed copy of each Related Agreement and any documents executed in connection therewith. Each Related Agreement shall be in full force and effect, shall include terms and provisions reasonably satisfactory to Administrative Agent and Syndication Agents and no provision thereof shall have been modified or waived in any respect determined by Syndication Agents or Administrative Agent to be material, in each case without the consent of Syndication Agents and Administrative Agent.

(f) Existing Indebtedness. On the Closing Date, Company and its Subsidiaries shall have (i) repaid in full all Existing Indebtedness, (ii) terminated any commitments to lend or make other extensions of credit thereunder, (iii) delivered to Administrative Agent all documents or instruments necessary to release all Liens securing Existing Indebtedness or other obligations of Company and its Subsidiaries thereunder being repaid on the Closing Date, and (iv) made arrangements satisfactory to Administrative Agent with respect to the cancellation of any letters of credit outstanding thereunder or the issuance of Letters of Credit to support the obligations of Company and its Subsidiaries with respect thereto.

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(g) Funds Flow. On or prior to the Closing Date, Company shall have delivered to Administrative Agent a funds flow memorandum with respect to the transactions contemplated hereby reasonably acceptable to Administrative Agent.

(h) Governmental Authorizations and Consents. Each Credit Party shall have obtained all Governmental Authorizations and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions contemplated by the Credit Documents and the Related Agreements and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to Syndication Agents and Administrative Agent. All applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which would restrain, prevent or otherwise impose adverse conditions on the transactions contemplated by the Credit Documents or the Related Agreements or the financing thereof. No action, request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing shall be pending, the time for any Person to seek any such action shall have expired, and the time for any applicable agency to take action to set aside its consent on its own motion shall have expired.

(i) Personal Property Collateral. In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid, perfected First Priority security interest in the personal property Collateral, Collateral Agent shall have received:

(i) evidence satisfactory to Collateral Agent of the compliance by each Credit Party of their obligations under the Pledge and Security Agreement and the other Collateral Documents (including, without limitation, their obligations to execute and deliver UCC financing statements, originals of securities, instruments and chattel paper and any agreements governing deposit and/or securities accounts as provided therein);

(ii) A completed Collateral Questionnaire dated the Closing Date and executed by an Authorized Officer of each Credit Party, together with all attachments contemplated thereby, including (A) the results of a recent search, by a Person satisfactory to Collateral Agent, of all effective UCC financing statements (or equivalent filings) made with respect to any personal or mixed property of any Credit Party in the jurisdictions specified in the Collateral Questionnaire, together with copies of all such filings disclosed by such search, and (B) UCC termination statements (or similar documents) duly executed by all applicable Persons for filing in all applicable jurisdictions as may be necessary to terminate any effective UCC financing statements (or equivalent filings) disclosed in such search (other than any such financing statements in respect of Permitted Liens);

(iii) opinions of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) with respect to the creation and perfection of the security interests in favor of Collateral Agent in such Collateral and such other matters governed by the laws of each jurisdiction in which any Credit Party or any personal property Collateral is located as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent; and

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(iv) evidence that each Credit Party shall have taken or caused to be taken any other action, executed and delivered or caused to be executed and delivered any other agreement, document and instrument (including without limitation, any intercompany notes evidencing Indebtedness permitted to be incurred pursuant to Section 6.1(b)) and made or caused to be made any other filing and recording (other than as set forth herein) reasonably required by Collateral Agent.

(j) Financial Statements; Projections. Lenders shall have received from Company (i) the Historical Financial Statements, (ii) pro forma consolidated balance sheets of Company and its Subsidiaries as at the Closing Date, and reflecting the consummation of the Tender Offer, the related financings and the other transactions contemplated by the Credit Documents to occur on or prior to the Closing Date, which pro forma financial statements shall be in form and substance satisfactory to Administrative Agent and Syndication Agents, and (iii) the Projections.

(k) Evidence of Insurance. Administrative Agent shall have received a certificate from Company’s insurance broker or other evidence satisfactory to it that all insurance required to be maintained pursuant to Section 5.5 is in full force and effect, together with endorsements naming the Collateral Agent, for the benefit of Lenders, as additional insured and loss payee thereunder to the extent required under Section 5.5.

(l) Opinions of Counsel to Credit Parties. Lenders and their respective counsel shall have received originally executed copies of the favorable written opinions of (i) Gibson, Dunn & Crutcher, counsel for Credit Parties, in the form of Exhibit D-1, (ii) Thompson Hine LLP, FCC counsel to the Credit Parties, in the form of Exhibit D-2, (iii) Michael G. Rowles, Esq., General Counsel to Company, in the form of Exhibit D-3, and (iv) as to such other matters as Administrative Agent or either Syndication Agent may reasonably request, dated as of the Closing Date and otherwise in form and substance reasonably satisfactory to Administrative Agent and Syndication Agents (and each Credit Party hereby instructs such counsel to deliver such opinions to Agents and Lenders).

(m) Fees. Company shall have paid to Syndication Agents, Administrative Agent and Collateral Agent, the fees payable on the Closing Date referred to in Section 2.10(d).

(n) Solvency Certificate. On the Closing Date, Syndication Agents and Administrative Agent shall have received a Solvency Certificate from the Chief Financial Officer of Company, in form, scope and substance satisfactory to Syndication Agents and Administrative Agent, with appropriate attachments and demonstrating that after giving effect to the consummation of the Tender Offer and the financing thereof, Company and its Subsidiaries are and will be Solvent.

(o) Closing Date Certificate. Company shall have delivered to Syndication Agents and Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

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(p) Credit Rating. The credit facilities provided for under this Agreement shall have been assigned a credit rating by either S&P and/or Moody’s in each case satisfactory to the Syndication Agents and the Administrative Agent.

(q) Closing Date. Lenders shall have made the Term Loans to Company on or before October 14, 2005.

(r) No Litigation. There shall not exist any action, suit, investigation, litigation or proceeding or other legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental Authority that, in the reasonable opinion of Administrative Agent and Syndication Agents, singly or in the aggregate, materially impairs the Tender Offer, the Stock Repurchase, the financing thereof or any of the other transactions contemplated by the Credit Documents or the Related Agreements, or that could have a Material Adverse Effect.

(s) Completion of Proceedings. All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental thereto shall be satisfactory in form and substance to Administrative Agent and Syndication Agents and such counsel, and Administrative Agent, Syndication Agents and such counsel shall have received all such counterpart originals or certified copies of such documents as Administrative Agent or either Syndication Agent may reasonably request.

(t) Material Contracts. The Administrative Agent shall have received, with a counterpart for each Lender, copies of (i) each Material Contract and (ii) each Equityholder Agreement, all certified as true and correct by an Authorized Officer of Company.

Each Lender, by delivering its signature page to this Agreement and funding a Loan on the Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

3.2. Conditions to Each Credit Extension.

(a) Conditions Precedent. The obligation of each Lender to make any Loan, or Issuing Bank to issue any Letter of Credit, on any Credit Date, including the Closing Date, are subject to the satisfaction, or waiver in accordance with Section 10.5, of the following conditions precedent:

(i) Administrative Agent shall have received a fully executed and delivered Funding Notice or Issuance Notice, as the case may be;

(ii) after making the Credit Extensions requested on such Credit Date, the Total Utilization of Revolving Commitments shall not exceed the Revolving Commitments then in effect;

(iii) as of such Credit Date, the representations and warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on and as of that Credit Date to the same extent as though made on and as of that date,

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except to the extent such representations and warranties specifically relate to an earlier date, in which case such representations and warranties shall have been true and correct in all material respects on and as of such earlier date;

(iv) as of such Credit Date, no event shall have occurred and be continuing or would result from the consummation of the applicable Credit Extension that would constitute an Event of Default or a Default; and

(v) on or before the date of issuance of any Letter of Credit, Administrative Agent shall have received all other information required by the applicable Issuance Notice, and such other documents or information as Issuing Bank may reasonably require in connection with the issuance of such Letter of Credit.

Any Agent or Requisite Lenders shall be entitled, but not obligated, to request and receive, prior to the making of any Credit Extension, additional information reasonably satisfactory to the requesting party confirming the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lender such request is warranted under the circumstances.

(b) Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to Administrative Agent. In lieu of delivering a Notice, Company may give Administrative Agent telephonic notice by the required time of any proposed borrowing, conversion/continuation or issuance of a Letter of Credit, as the case may be; provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither Administrative Agent nor any Lender shall incur any liability to Company in acting upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by a duly authorized officer or other person authorized on behalf of Company or for otherwise acting in good faith.

SECTION 4. REPRESENTATIONS AND WARRANTIES

In order to induce Lenders and Issuing Bank to enter into this Agreement and to make each Credit Extension to be made thereby, each Credit Party represents and warrants to each Lender and Issuing Bank, on the Closing Date and on each Credit Date, that the following statements are true and correct:

4.1. Organization; Requisite Power and Authority; Qualification. Each of Company and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization as identified in Schedule 3.1(c), (b) has all requisite power and authority to own and operate its properties, to carry on its business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a party and to carry out the transactions contemplated thereby, and (c) is qualified to do business and in good standing in every jurisdiction where its assets are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse Effect.

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4.2. Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Company or any Subsidiary is a party requiring, and there is no membership interest or other Capital Stock of Company or any Subsidiary outstanding which upon conversion or exchange would require, the issuance by any Subsidiary of any additional membership interests or other Capital Stock of Company or any Subsidiary or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Company or any Subsidiary. Schedule 4.2 correctly sets forth the ownership interest of each Subsidiary both before and after giving effect to the Tender Offer.

4.3. Due Authorization. The execution, delivery and performance of the Credit Documents have been duly authorized by all necessary action on the part of each Credit Party that is a party thereto.

4.4. No Conflict. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate (i) any provision of any law or any governmental rule or regulation applicable to Company or any of its Subsidiaries, (ii) any of the Organizational Documents of Company or any of its Subsidiaries, or (iii) any order, judgment or decree of any court or other agency of government binding on Company or any of its Subsidiaries except to the extent any such violation under clause (i) or (iii) above could not be reasonably expected to have a Material Adverse Effect; (b) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries except to the extent such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect; (c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on behalf of Secured Parties); or (d) require any approval of stockholders, members or partners or any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries, except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing to Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material Adverse Effect.

4.5. Governmental Consents. The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority except as otherwise set forth in the Tender Offer and the Stock Repurchase, except for filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Closing Date, and except that certain actions taken in furtherance of the rights under Section 8 may require prior consent of the FCC under the Communications Act.

4.6. Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such

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Credit Party, enforceable against such Credit Party in accordance with its respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

4.7. Historical Financial Statements. The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither Company nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company and any of its Subsidiaries taken as a whole.

4.8. Projections. On and as of the Closing Date, the projections of Company and its Subsidiaries for the period Fiscal Year 2005 through and including Fiscal Year 2009 (the “Projections”) are based on good faith estimates and assumptions made by the management of Company; provided, the Projections are not to be viewed as facts and that actual results during the period or periods covered by the Projections may differ from such Projections and that the differences may be material; provided further, as of the Closing Date, management of Company believed that the Projections were reasonable and attainable.

4.9. No Material Adverse Change. Since December 31, 2004, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect.

4.10. No Restricted Junior Payments. Since December 31, 2004, neither Company nor any of its Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any Restricted Junior Payment or agreed to do so except as would have been permitted pursuant to Section 6.5.

4.11. Adverse Proceedings, etc. There are no Adverse Proceedings, individually or in the aggregate, that could reasonably be expected to have a Material Adverse Effect. Neither Company nor any of its Subsidiaries (a) is in violation of any applicable laws (including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions, decrees, rules or regulations of any court or any federal, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

4.12. Payment of Taxes. Except as otherwise permitted under Section 5.3, all tax returns and reports of Company and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on such tax returns to be due and payable and all

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assessments, fees and other governmental charges upon Company and its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and payable have been paid when due and payable. Company knows of no proposed tax assessment against Company or any of its Subsidiaries which is not being actively contested by Company or such Subsidiary in good faith and by appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP shall have been made or provided therefor.

4.13. Properties.

(a) Title. Each of Company and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under Section 6.9. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.

(b) Real Estate. As of the Closing Date, Schedule 4.13 contains a true, accurate and complete list of the locations of all Real Estate Assets and an indication of whether such Real Estate Asset is owned or leased. Each material lease, sublease or assignment of lease with respect to each Real Estate Asset of any Credit Party, regardless of whether such Credit Party is the landlord or tenant, is in full force and effect and Company does not have knowledge of any default that has occurred and is continuing under any such agreement , and each such agreement constitutes the legally valid and binding obligation of each applicable Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles.

4.14. Environmental Matters. Neither Company nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Company nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable state law the receipt of which could reasonably be expected to result in a Material Adverse Effect. There are and, to each of Company’s and its Subsidiaries’ knowledge, have been, no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the basis of an Environmental Claim against Company or any of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Company nor any of its Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of Company or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present treatment of Hazardous Materials at any Facility, and none of Company’s or any of its Subsidiaries’ operations involves the generation,

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transportation, treatment, storage or disposal of hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state equivalent, except as carried out in compliance with Environmental Law or except as could not reasonably be expected to result in a Material Adverse Effect. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to Company or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to have, a Material Adverse Effect.

4.15. No Defaults. Neither Company nor any of its Subsidiaries is in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any of its Contractual Obligations, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not reasonably be expected to have a Material Adverse Effect.

4.16. Material Contracts. Schedule 4.16 contains a true, correct and complete list of all the Material Contracts in effect on the Closing Date, and except as described thereon, all such Material Contracts are in full force and effect and no defaults currently exist thereunder. Each Material Contract is a legal, valid and binding obligation of Company or Subsidiary, as the case may be, party thereto, enforceable in accordance with its terms. The Administrative Agent has received, as of the Closing Date, a complete and correct copy of each Material Contract (including in each case all exhibits, schedules and disclosure letters referred to therein or delivered pursuant thereto, if any) and all amendments thereto and other side letters or agreements affecting the terms thereof.

4.17. Media Licenses. Company and each Subsidiary possess all Media Licenses necessary or required in the conduct of its businesses and/or the operation of its properties. Each Media License is valid, binding and enforceable on, against and by Company or such Subsidiary, as applicable. Each Media License is subsisting without any material defaults thereunder, and no Media License is subject to any proceedings or claims opposing the issuance, renewal, development or use thereof or contesting the validity thereof. Schedule 4.17 accurately and completely lists, as of the Closing Date, each material Media License directly or indirectly owned by Company or any Subsidiary (including, whether or not otherwise “material”, each Media License issued by the FCC, and further including all pending applications and renewals therefor), together with relevant identifying information describing such Media License. Schedule 4.17 lists separately each license, permit or other authorization issued by the FCC to Company or any Subsidiary (the “FCC Authorizations”), as of the Closing Date, and accurately describes each FCC Authorization, including, among other things, the call sign, frequency or channel, community of license or other location, file number, issuance date (original or most recent renewal) and expiration date.

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4.18. FCC-Related Representations. Without limiting the generality of the foregoing representations and warranties, Company further represents and warrants as follows:

(a) Except as described on Schedule 4.18(a), as of the Closing Date, there is no outstanding or unresolved (i) application by Company or any Subsidiary for any Media License (except for those applications described on Schedule 4.17, if any, for modifications of facilities or licenses to cover construction permits), including any renewal of any Media License, (ii) to the Company’s knowledge, material complaint to the FCC regarding Company or any Subsidiary or any Media License, (iii) to the Company’s knowledge, litigation, investigation or other inquiry by or before the FCC involving Company, any Subsidiary or any Media License, or (iv) FCC enforcement proceeding against Company, any Subsidiary or any Media License, including without limitation, any notice of violation, any notice of apparent liability for forfeiture, or any forfeiture;

(b) The Media Licenses identified on Schedule 4.17 hereto constitute all of the Media Licenses required by the Communications Act for the operation of Company’s and each Subsidiary’s business as it is being operated as of the Closing Date. Each such Media License is validly outstanding and effective and has been renewed by the FCC without condition for a full term in accordance with the Communications Act. None of the Media Licenses identified on Schedule 4.17 is subject to any condition that could have a Material Adverse Effect. The operation and ownership of each of the Stations by Company and its Subsidiaries complies with the Communications Act in all material respects. There are no modifications, amendments or revocations (pending or, to the knowledge of Company after due inquiry, threatened) that could materially and adversely affect the operations or financial condition of Company, any Subsidiary or any Station. After due inquiry, Company knows of no reason why the FCC would not routinely grant, for a full term and without condition, the application by Company or such Subsidiary, as applicable, for the renewal of each such Media License over which the FCC has jurisdiction, when and as such application shall become due to be filed with the FCC.

(c) Except as described on Schedule 4.18(c), as of the Closing Date, Company knows of no application currently pending before, or to be filed with, the FCC, the grant of which application would result in the authorization of a new or modified station whose authorized transmissions would materially and impermissibly interfere with any of the operations, signals, transmission or receptions of Company or its Subsidiaries (as such impermissible interference is described in the FCC’s rules, regulations and policies, including, without limitation, the FCC’s rules relating to Receiver Induced Third Order Intermodulation Effect, Blanketing, Antenna Separation, Desired-to-Undesired Signal Ratios, and Prohibited Contour Overlap).

(d) Company and its Subsidiaries have obtained and hold all authorizations required by the FCC for delivery of programming to foreign broadcast stations pursuant to Section 325(c) of the Communications Act to the extent required by their respective businesses and operations. All of such authorizations are in effect, and, to Company’s knowledge, there is no reason to believe that any such authorization would not be renewed in the ordinary course.

(e) Company and the Subsidiaries are in compliance with the provisions of Section 310(b) of the Communications Act relating to the interests of non-U.S. persons in broadcast licensees.

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(f) Company and each of its Subsidiaries, with regard to each full service television station which either holds or controls an FCC Authorization, is in compliance with all applicable FCC regulations, policies and timetables with respect to the transition to digital television service and, except as may be set forth on Schedule 4.18(f), Company and each Subsidiary know of no reason why any such television station would fail to complete the construction of digital services by the date required pursuant to FCC rules and policies, taking into account any extensions granted and in effect as of the Closing Date.

4.19. Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations unenforceable. Neither Company nor any of its Subsidiaries is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940.

4.20. Outdoor Licenses. Company and each Subsidiary has all Outdoor Licenses required for it lawfully to own and operate its outdoor advertising properties, except for those Outdoor Licenses the failure of which to have could not reasonably be expected to have a Material Adverse Effect. Company and each Subsidiary is in compliance with all Outdoor Licenses, except to the extent that failure to comply could not reasonably be expected to have a Material Adverse Effect. 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, impairment, forfeiture or non-renewal of any Outdoor License required for the lawful ownership and operation of such outdoor advertising properties and there is no claim that any thereof is not in full force and effect, except to the extent that any such suspension, revocation, impairment, forfeiture or non-renewal could not reasonably be expected to have a Material Adverse Effect.

4.21. Margin Stock. Neither Company nor any of its Subsidiaries is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loans made to such Credit Party will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

4.22. Employee Matters. Neither Company nor any of its Subsidiaries is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse Effect. There is (a) no unfair labor practice complaint pending against Company or any of its Subsidiaries, or to the best knowledge of Company, threatened against any of them before the National Labor Relations Board and no grievance or arbitration proceeding arising out of or under any collective bargaining agreement that is so pending against Company or any of its Subsidiaries or to the best knowledge of Company, threatened against any of them, (b) no strike or work stoppage in existence or threatened involving Company or any of its Subsidiaries, and (c) to the best knowledge of Company, no union representation question existing with respect to the employees of Company or any of its Subsidiaries and, to the best knowledge of Company, no

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union organization activity that is taking place, except (with respect to any matter specified in clause (a), (b) or (c) above, either individually or in the aggregate) such as is not reasonably likely to have a Material Adverse Effect.

4.23. Employee Benefit Plans. Company, each of its Subsidiaries and each of their respective ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed all their obligations under each Employee Benefit Plan. Each Employee Benefit Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the Internal Revenue Service indicating that such Employee Benefit Plan is so qualified and nothing has occurred subsequent to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. No liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Employee Benefit Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by Company, any of its Subsidiaries or any of their ERISA Affiliates. No ERISA Event has occurred or is reasonably expected to occur. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of Company, any of its Subsidiaries or any of their respective ERISA Affiliates. The present value of the aggregate benefit liabilities under each Pension Plan sponsored, maintained or contributed to by Company, any of its Subsidiaries or any of their ERISA Affiliates, (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan), did not exceed the aggregate current value of the assets of such Pension Plan. As of the most recent valuation date for each Multiemployer Plan for which the actuarial report is available, the potential liability of Company, its Subsidiaries and their respective ERISA Affiliates for a complete withdrawal from such Multiemployer Plan (within the meaning of Section 4203 of ERISA), when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, based on information available pursuant to Section 4221(e) of ERISA is zero. Company, each of its Subsidiaries and each of their ERISA Affiliates have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

4.24. Certain Fees. No broker’s or finder’s fee or commission will be payable with respect hereto or any of the transactions contemplated hereby.

4.25. Solvency. Company and its Subsidiaries, taken as a whole, are and, upon the incurrence of any Obligation by such Credit Party on any date on which this representation and warranty is made, will be, Solvent.

4.26. Related Agreements.

(a) Delivery. Company has delivered to Syndication Agents and Administrative Agent complete and correct copies of (i) each Related Agreement and of all exhibits and schedules thereto as of the date hereof and (ii) copies of any material amendment, restatement,

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supplement or other modification to or waiver of each Related Agreement entered into after the date hereof.

(b) Governmental Approvals. All Governmental Authorizations and all other authorizations, approvals and consents of any other Person required by the Related Agreements or to consummate the Tender Offer and the Stock Repurchase have been obtained and are in full force and effect.

(c) Conditions Precedent. On the Closing Date, (i) all of the conditions to effecting or consummating the Tender Offer set forth in the Related Agreements have been duly satisfied or, with the consent of Administrative Agent and Syndication Agents, waived, and (ii) the Tender Offer has been consummated in accordance with the Related Agreements and all applicable laws.

4.27. Compliance with Statutes, etc. Company and each of its Subsidiaries is in compliance with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all Governmental Authorities, in respect of the conduct of its business and the ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws with respect to any such Real Estate Asset or the operations of Company or any of its Subsidiaries), except such non-compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

4.28. Disclosure. The information (including the representations and warranties contained in any Credit Document) furnished to Lenders by or on behalf of Company and its Subsidiaries for use in connection with the transactions contemplated hereby, when taken together with all information provided, as at its date, does not contain any untrue statement of a material fact or omit to state a material fact (known to Company, in the case of any document not furnished by Company) necessary in order to make the statements contained herein or therein not misleading in light of the circumstances in which the same were made. Any projections and pro forma financial information contained in such materials are based upon good faith estimates and assumptions believed by Company to be reasonable at the time made, it being recognized by Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ from the projected results. There are no facts known to Company (other than matters of a general economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to Lenders for use in connection with the transactions contemplated hereby.

4.29. Patriot Act. To the extent applicable, each Credit Party is in compliance, in all material respects, with the (i) Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the Untied States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001) (the “Act”). No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or

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employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

SECTION 5. AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that so long as any Commitment is in effect and until payment in full of all Obligations and cancellation or expiration of all Letters of Credit, each Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 5.

5.1. Financial Statements and Other Reports. Company will deliver to Administrative Agent, Syndication Agents and Lenders:

(a) Quarterly Financial Statements. Unless otherwise provided pursuant to Section 5.1(o), within 45 days after the end of each of the first three Fiscal Quarters of each Fiscal Year, the consolidated balance sheets of Company and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the operating budget for the current Fiscal Year, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto;

(b) Annual Financial Statements. Unless otherwise provided pursuant to Section 5.1(o), within 90 days after the end of each Fiscal Year, (i) the consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of income, consolidating) statements of income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year and the corresponding figures from the operating budget for the Fiscal Year covered by such financial statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon from the Accountants (which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such Accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such Accountants stating that in the course of the regular audit of the business of Company and its Subsidiaries, such Accountants have obtained no knowledge that a Default or Event of Default

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has occurred and is continuing, or, if in the opinion of such Accountants, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof;

(c) Compliance Certificate. Together with each delivery of financial statements of Company and its Subsidiaries pursuant to Sections 5.1(a) and 5.1(b), a duly executed and completed Compliance Certificate;

(d) Reserved.

(e) Notice of Default. Promptly upon any officer of Company obtaining knowledge (i) of any condition or event that constitutes a Default or an Event of Default or that notice has been given to Company with respect thereto; (ii) that any Person has given any notice to Company or any of its Subsidiaries or taken any other action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, a certificate of its Authorized Officers specifying the nature and period of existence of such condition, event or change, or specifying the notice given and action taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition, and what action Company has taken, is taking and proposes to take with respect thereto;

(f) Notice of Litigation. Promptly upon any officer of Company obtaining knowledge of (i) the institution of, or non-frivolous threat of, any Adverse Proceeding not previously disclosed in writing by Company to Lenders, or (ii) any material development in any Adverse Proceeding that, in the case of either (i) or (ii), could be reasonably expected to have a Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages or obtain relief as a result of, the transactions contemplated hereby, written notice thereof together with such other information as may be reasonably available to Company to enable Lenders and their counsel to evaluate such matters;

(g) ERISA. (i) Promptly upon becoming aware of the occurrence of or forthcoming occurrence of any ERISA Event, a written notice specifying the nature thereof, what action Company, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Company, any of its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each Pension Plan; (2) all notices received by Company, any of its Subsidiaries or any of their respective ERISA Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event; and (3) copies of such other documents or governmental reports or filings relating to any Employee Benefit Plan as Administrative Agent shall reasonably request;

(h) Budget. No later than sixty days after the beginning of each Fiscal Year, a copy of the annual operating budget for Company and its Subsidiaries for the current Fiscal Year, in form reasonably satisfactory to Administrative Agent and Syndication Agents;

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(i) Insurance Report. As soon as practicable and in any event by the last day of each Fiscal Year, a certificate or certificates in form and substance satisfactory to Administrative Agent outlining all material insurance coverage maintained as of the date of such certificate(s) by Company and its Subsidiaries;

(j) Notice of Change in Senior Management or Board of Directors. Unless otherwise provided pursuant to Section 5.1(o), written notice, promptly, but in any event within 30 days after any change in the senior management personnel of Company (including any change in the title or status of Walter F. Ulloa, Philip C. Wilkinson or John F. DeLorenzo) or of any change in the board of directors (or similar governing body) of Company.

(k) Notice Regarding Material Contracts. Unless otherwise provided pursuant to Section 5.1(o), promptly, and in any event within ten Business Days (i) after any Material Contract of Company or any of its Subsidiaries is terminated or amended in a manner that is materially adverse to Company or such Subsidiary, as the case may be, (ii) after any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by Company or its applicable Subsidiary with the intent of avoiding compliance with this Section 5.1(k)), and an explanation of any actions being taken with respect thereto, (iii) after any replacement or additional Affiliation Agreement is entered into with Univision, use commercially reasonable efforts to cause Univision to execute and deliver a Consent to Assign, in substantially the form delivered by Univision under Section 3.1, (iv) after any replacement or additional Affiliation Agreement is entered into with TeleFutura, use commercially reasonable efforts to cause TeleFutura to execute and deliver a Consent to Assign, in form and substance satisfactory to the Administrative Agent, (v) after any replacement or addition to any other Material Contract is entered into, at the request of the Administrative Agent, use commercially reasonable efforts to cause the counterparty thereto to execute and deliver a Consent to Assign in form and substance satisfactory to the Administrative Agent, and (vi) after any amendment, supplement or restatement of Schedule B to either Master Affiliation Agreement is made, promptly provide the Administrative Agent with a copy thereof;

(l) Environmental Reports and Audits. As soon as practicable following receipt thereof, copies of all environmental audits and reports with respect to environmental matters at any Facility or which relate to any environmental liabilities of Company or its Subsidiaries which, in any such case, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect;

(m) Information Regarding Collateral. (a) Company will furnish to Collateral Agent prompt written notice of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or corporate structure or (iii) in any Credit Party’s Federal Taxpayer Identification Number. Company agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the Uniform Commercial Code or otherwise that are required in order for Collateral Agent to continue at all times following such change to have a valid, legal and perfected First Priority security interest in all the Collateral and for the Collateral at all times following such change to have a valid, legal and perfected security

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interest as contemplated in the Collateral Documents. Company also agrees promptly to notify Collateral Agent if any material portion of the Collateral is damaged or destroyed;

(n) Annual Collateral Verification. Each year, at the time of delivery of annual financial statements with respect to the preceding Fiscal Year pursuant to Section 5.1(b), Company shall deliver to Collateral Agent an Authorized Officer’s certificate (i) either confirming that there has been no change in such information since the date of the Collateral Questionnaire delivered on the Closing Date or the date of the most recent certificate delivered pursuant to this Section and/or identifying such changes and (ii) certifying that all Uniform Commercial Code financing statements (including fixtures filings, as applicable) or other appropriate filings, recordings or registrations, have been filed of record in each governmental, municipal or other appropriate office in each jurisdiction identified pursuant to clause (i) above to the extent necessary to protect and perfect the security interests under the Collateral Documents for a period of not less than 18 months after the date of such certificate (except as noted therein with respect to any continuation statements to be filed within such period); and

(o) Other Information. (A) Promptly upon their becoming available, copies of (i) all financial statements, reports, notices and proxy statements sent or made available generally by Company to its security holders acting in such capacity or by any Subsidiary of Company to its security holders other than Company or another Subsidiary of Company, (ii) all regular and periodic reports and all registration statements and prospectuses, if any, filed by Company or any of its Subsidiaries with any securities exchange or with the Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases and other statements made available generally by Company or any of its Subsidiaries to the public concerning material developments in the business of Company or any of its Subsidiaries, and (B) such other information and data with respect to Company or any of its Subsidiaries as from time to time may be reasonably requested by Administrative Agent or any Lender.

(p) Certification of Public Information. Concurrently with the delivery of any document or notice required to be delivered pursuant to this Section 5.1, Company shall indicate in writing whether such document or notice contains Nonpublic Information. Any document or notice required to be delivered pursuant to this Section 5.1 shall be deemed to contain Nonpublic Information unless Company specifies otherwise. Company and each Lender acknowledge that certain of the Lenders may be “public-side” Lenders (Lenders that do not wish to receive material non-public information with respect to Company, its Subsidiaries or their securities) and, if documents or notices required to be delivered pursuant to this Section 5.1 or otherwise are being distributed through IntraLinks/IntraAgency or another relevant website (the “Platform”), any document or notice which contains Nonpublic Information (or is deemed to contain Nonpublic Information) shall not be posted on that portion of the Platform designated for such public-side Lenders.

5.2. Existence. Except as otherwise permitted under Section 6.9, each Credit Party will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business; provided, no Credit Party or any of its Subsidiaries shall be required to preserve any such existence, right or franchise, licenses and permits if the preservation thereof is no longer desirable in the conduct of

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the business of such Person, and that the loss thereof is not disadvantageous in any material respect to such Person or to Lenders.

5.3. Payment of Taxes. Each Credit Party will, and will cause each of its Subsidiaries to, pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon; provided, no such Tax need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) adequate reserve or other appropriate provision, as shall be required in conformity with GAAP shall have been made therefor, and (b) in the case of a Tax which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such Tax. No Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any of its Subsidiaries).

5.4. Maintenance of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all material properties used or useful in the business of Company (other than obsolete, worn out or surplus equipment) and its Subsidiaries and from time to time will make or cause to be made all appropriate repairs, renewals and replacements thereof.

5.5. Insurance. Company will maintain or cause to be maintained, with financially sound and reputable insurers, such public liability insurance, third party property damage insurance, business interruption insurance and casualty insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Company and its Subsidiaries as may customarily be carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses, in each case in such amounts (giving effect to self-insurance), with such deductibles, covering such risks and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality of the foregoing, Company will maintain or cause to be maintained (a) flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, and (b) replacement value casualty insurance on the Collateral under such policies of insurance, with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times carried or maintained under similar circumstances by Persons of established reputation engaged in similar businesses. Each such policy of insurance shall (i) name Collateral Agent, on behalf of Lenders as an additional insured thereunder as its interests may appear and (ii) in the case of each casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Collateral Agent, that names Collateral Agent, on behalf of Lenders as the loss payee thereunder and provides for at least thirty days’ prior written notice to Collateral Agent of any modification or cancellation of such policy.

5.6. Inspections. Each Credit Party will, and will cause each of its Subsidiaries to, permit any authorized representatives designated by Administrative Agent, Collateral Agent or any Lender (and, in the case of any Lender, accompanied by Administrative Agent or Collateral

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Agent) to visit and inspect any of the properties of any Credit Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and (so long as Company is invited to participate) independent public accountants, all upon reasonable notice and at such reasonable times during normal business hours and as often as may reasonably be requested.

5.7. Lenders Meetings. Company will, upon the request of Administrative Agent or Requisite Lenders, participate in a meeting of Administrative Agent and Lenders once during each Fiscal Year to be held at Company’s corporate offices (or at such other location as may be agreed to by Company and Administrative Agent) at such time as may be agreed to by Company and Administrative Agent.

5.8. Compliance with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries and all other Persons, if any, on or occupying any Facilities to comply, with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including all Environmental Laws), noncompliance with which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.9. Environmental.

(a) Environmental Disclosure. Company will deliver to Administrative Agent:

(i) promptly upon the occurrence thereof, written notice describing in reasonable detail (1) any Release required to be reported to any federal, state or local governmental or regulatory agency under any applicable Environmental Laws, (2) any remedial action taken by Company or any other Person in response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of resulting in a Material Adverse Effect, and (3) Company’s discovery of any occurrence or condition on any real property adjoining or in the vicinity of any Facility that could reasonably be expected to cause such Facility or any part thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof under any Environmental Laws;

(ii) as soon as practicable following the sending or receipt thereof by Company or any of its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or regulatory agency, and (3) any request for information from any governmental agency that suggests such agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for any Hazardous Materials Activity that could reasonably be expected to result in a Material Adverse Effect;

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(iii) prompt written notice describing in reasonable detail (1) any proposed acquisition of stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to (A) expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of Company or any of its Subsidiaries to maintain in full force and effect all material Governmental Authorizations required under any Environmental Laws for their respective operations and (2) any proposed action to be taken by Company or any of its Subsidiaries to modify current operations in a manner that could reasonably be expected to subject Company or any of its Subsidiaries to any additional material obligations or requirements under any Environmental Laws; and

(iv) with reasonable promptness, such other documents and information as from time to time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to this Section 5.9(a).

(b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

5.10. Subsidiaries. In the event that any Person becomes a Domestic Subsidiary of Company, Company shall (a) within ten (10) Business Days of the acquisition or formation of such Domestic Subsidiary (or, in the case of the formation of a Domestic Subsidiary organized solely to facilitate a Permitted Acquisition and that has no assets, 30 days) cause such Domestic Subsidiary to become a Guarantor hereunder and a Grantor under the Pledge and Security Agreement by executing and delivering to Administrative Agent and Collateral Agent a Counterpart Agreement, and (b) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), 3.1(i), and 3.1(l). In the event that any Person becomes a Foreign Subsidiary of Company, and the ownership interests of such Foreign Subsidiary are owned by Company or by any Domestic Subsidiary thereof, Company shall, or shall cause such Domestic Subsidiary to, deliver all such documents, instruments, agreements, and certificates as are similar to those described in Sections 3.1(b), and Company shall take, or shall cause such Domestic Subsidiary to take, all of the actions referred to in Section 3.1(i)(i) necessary to grant and to perfect a First Priority Lien in favor of Collateral Agent, for the benefit of Secured Parties, under the Pledge and Security Agreement in 65% of such ownership interests. With respect to each such Subsidiary, Company shall promptly send to Administrative Agent written notice setting forth with respect to such Person (i) the date on which such Person became a Subsidiary of Company, and (ii) all of the data required to be set forth in Schedules 3.1(c) and 3.1(d) with respect to all Subsidiaries of Company; provided, such written notice shall be deemed to supplement Schedule 3.1(c) and 3.1(d) for all purposes hereof.

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5.11. Additional Material Real Estate Assets.

(a) In the event that any Credit Party acquires a Material Real Estate Asset (any such occurrence, a “Trigger Event”), then such Credit Party shall deliver to Collateral Agent, in order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Asset (each, a “Mortgaged Property”):

(i) within 30 days after the Trigger Event, a fully executed and notarized Mortgage, in proper form for recording in all appropriate places in all applicable jurisdictions;

(ii) within 30 days after the Trigger Event, an opinion of counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Collateral Agent may reasonably request, in each case in form and substance reasonably satisfactory to Collateral Agent;

(iii) as soon as reasonably practical, but in no event later than 60 days after the Trigger Event, (A) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to Collateral Agent with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the fair market value of each Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty days prior to the Trigger Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Collateral Agent and (B) evidence satisfactory to Collateral Agent that such Credit Party has paid to the title company or to the appropriate governmental authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records;

(iv) as soon as reasonably practical, but in no event later than 60 days after the Trigger Event, evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Collateral Agent; and

(v) as soon as reasonably practical following Collateral Agent’s request therefor, but in no event later than 60 days following such request (or such later time as the Collateral Agent reasonably agrees if Company or the applicable Subsidiary is diligently attempting to obtain such survey), ALTA surveys of all Mortgaged Properties, certified to Collateral Agent.

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(b) In addition to the foregoing, such Credit Party shall, at the request of Requisite Lenders, deliver, from time to time, to Collateral Agent such appraisals as are required by law or regulation of Material Real Estate Assets with respect to which Collateral Agent has been granted a Lien.

5.12. Media Licenses. Company will obtain, maintain and preserve, and cause each of its Subsidiaries to obtain, maintain and preserve, all Media Licenses the loss of which could reasonably be expected to have a Material Adverse Effect, including without limitation, by filing with the FCC (i) those of the Collateral Documents required to be filed under the FCC’s rules and regulations within 30 days after the Closing Date and (ii) all reports (including Ownership Reports on FCC Form 323) and other documents required to be filed by the Communications Act in connection with the transactions contemplated hereby and maintaining public records and files in accordance with the Communications Act.

5.13. License Subsidiaries. Company will cause each Media License owned by it or any Subsidiary to be held in a License Subsidiary at all times until the Obligations have been paid in full and all Commitments and Letters of Credit have expired. Company will directly hold all of the Capital Stock in the License Subsidiaries at all times.

5.14. Interest Rate Protection. At any time during which the Leverage Ratio is greater than or equal to 4.50 to 1 (as of the most recently ended Fiscal Quarter of Company for which the Administrative Agent has received financial statements under Section 5.1(a)), in any event not later than 120 days following the Closing Date, Company shall establish and maintain, or caused to be maintained, in effect one or more Interest Rate Agreements for a term of not less than two years and otherwise in form and substance reasonably satisfactory to Administrative Agent and Syndication Agents, which Interest Rate Agreements shall effectively limit the Unadjusted Eurodollar Rate Component of the interest costs to Company with respect to an aggregate notional principal amount of not less than 50% of the aggregate principal amount of the Term Loans, the Revolving Loans and the Incremental Loans outstanding from time to time (based on the assumption that such notional principal amount was a Eurodollar Rate Loan with an Interest Period of three months).

5.15. Further Assurances. At any time or from time to time upon the request of Administrative Agent, each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do such other acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect fully the purposes of the Credit Documents. In furtherance and not in limitation of the foregoing, each Credit Party shall take such actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that the Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of Company and the Guarantors and all of the outstanding Capital Stock of the Subsidiaries (subject to limitations contained in the Credit Documents with respect to Foreign Subsidiaries).

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SECTION 6. NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until payment in full of all Obligations and cancellation or expiration of all Letters of Credit, such Credit Party shall perform, and shall cause each of its Subsidiaries to perform, all covenants in this Section 6.

6.1. Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a) the Obligations;

(b) Indebtedness of any Guarantor to Company or to any other Guarantor, or of Company to any Guarantor; provided, (i) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a First Priority Lien pursuant to the Pledge and Security Agreement, (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Administrative Agent, and (iii) any payment by any such Guarantor under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Company or to any of its Subsidiaries for whose benefit such payment is made;

(c) Subordinated Indebtedness; provided that (i) such Subordinated Indebtedness is unsecured, (ii) no such Subordinated Indebtedness shall mature or amortize earlier than twelve months after the Final Maturity Date, (iii) no agreement or instrument executed with respect to such Subordinated Indebtedness shall have any financial covenants, cross defaults or terms which conflict with, or covenants which are more restrictive than the terms of the Credit Documents, and Company shall have delivered to the Administrative Agent copies of all such agreements and instruments prior to the execution thereof, (iv) the terms of subordination of such Subordinated Indebtedness shall (A) in the case of Subordinated Indebtedness in an aggregate principal amount of up to $225,000,000, be substantially consistent with the subordination terms governing the Senior Subordinated Notes and (B) in the case of any Subordinated Indebtedness in excess of such amount, be reasonably satisfactory to the Syndication Agents and the Administrative Agent and (v) no Default shall have occurred or be continuing or would result from the incurrence of such Subordinated Indebtedness, and Company shall have delivered a pro forma Compliance Certificate to the Administrative Agent demonstrating such compliance;

(d) Indebtedness incurred by Company or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of Company or any such Subsidiary pursuant to such agreements, in connection with Permitted Acquisitions or permitted dispositions of any business, assets or Subsidiary of Company or any of its Subsidiaries;

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(e) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business;

(f) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

(g) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries;

(h) guaranties by Company of Indebtedness of a Guarantor or guaranties by a Subsidiary of Company of Indebtedness of Company or a Guarantor with respect, in each case, to Indebtedness otherwise permitted to be incurred pursuant to this Section 6.1;

(i) Indebtedness described in Schedule 6.1, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, except by an amount equal to the premium on or other amount paid and fees and expenses reasonably incurred in connection with such renewal, extension or refinancing or (C) incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;

(j) in an aggregate amount not to exceed at any time $25,000,000: (i) Indebtedness with respect to Capital Leases, (ii) Indebtedness secured by Liens referred to in Section 6.2(m) and (iii) purchase money Indebtedness (including any Indebtedness acquired in connection with a Permitted Acquisition); provided, any such Indebtedness described in clause (iii) (x) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness, and (y) the principal amount of Indebtedness secured by any such Lien shall at no time exceed the cost of such Property at the time it was acquired;

(k) Indebtedness of the Company or any of its Subsidiaries not referred to in any other clause of this Section 6.1, secured by Liens referred to in Section 6.2(c) and (d); provided that the Indebtedness of Company or any of its Subsidiaries secured by Liens referred to in Section 6.2(d) shall be permitted only if any draw, offset or application of any such pledge or deposit is reimbursed within thirty days;

(l) Indebtedness under any Hedge Agreement; and

(m) other unsecured Indebtedness of Company and its Subsidiaries, in an aggregate amount not to exceed at any time $50,000,000.

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6.2. Liens. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset of any kind of Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom, or file or authorize the filing of any financing statement or other similar notice of any Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar recording or notice statute, except:

(a) Liens in favor of Collateral Agent for the benefit of Secured Parties granted pursuant to any Credit Document;

(b) Liens for Taxes if obligations with respect to such Taxes are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted or are not delinquent or remain payable without penalty;

(c) Liens of landlords, banks (and rights of set-off), of carriers, warehousemen, mechanics, repairmen, workmen and materialmen, and other Liens imposed by law (other than any such Lien imposed pursuant to Section 401 (a)(29) or 412(n) of the Internal Revenue Code or by ERISA), in each case incurred in the ordinary course of business (i) for amounts not yet delinquent or (ii) for amounts that are delinquent and that are being contested in good faith by appropriate proceedings, so long as such reserves or other appropriate provisions, if any, as shall be required by GAAP shall have been made for any such contested amounts or remain payable without penalty;

(d) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, trade contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money or other Indebtedness), so long as no foreclosure, sale or similar proceedings have been commenced with respect to any portion of the Collateral on account thereof;

(e) easements, rights-of-way, restrictions, encroachments, and other minor defects or irregularities in title, in each case which do not and will not interfere in any material respect with the ordinary conduct of the business of Company or any of its Subsidiaries;

(f) any interest or title of a lessor or sublessor under any lease of real estate permitted hereunder;

(g) Liens solely on any cash earnest money deposits made by Company or any of its Subsidiaries in connection with any letter of intent or purchase agreement permitted hereunder;

(h) purported Liens evidenced by the filing of precautionary UCC financing statements relating solely to operating leases of personal property entered into in the ordinary course of business;

(i) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

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(j) any zoning or similar law or right reserved to or vested in any governmental office or agency to control or regulate the use of any real property;

(k) licenses of patents, trademarks and other intellectual property rights granted by Company or any of its Subsidiaries in the ordinary course of business and not interfering in any respect with the ordinary conduct of the business of Company or such Subsidiary;

(l) Liens described in Schedule 6.2 or on a title report with respect to any Real Estate Asset subject to a Mortgage;

(m) Liens existing on any Property at the time of its acquisition (or on the property of any Person at the time of acquisition of such Person) and not created in anticipation of such acquisition so long as such Liens do not extend to any other assets;

(n) Liens arising pursuant to any judgment not resulting in an Event of Default; and

(o) Liens securing Indebtedness permitted pursuant to 6.1(j)(iii); provided, any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness.

6.3. Equitable Lien. If any Credit Party or any of its Subsidiaries shall create or assume any Lien upon any of its properties or assets, whether now owned or hereafter acquired, other than Permitted Liens, it shall make or cause to be made effective provisions whereby the Obligations will be secured by such Lien equally and ratably with any and all other Indebtedness secured thereby as long as any such Indebtedness shall be so secured; provided, notwithstanding the foregoing, this covenant shall not be construed as a consent by Requisite Lenders to the creation or assumption of any such Lien not otherwise permitted hereby.

6.4. No Further Negative Pledges. Except with respect to (a) specific property encumbered to secure payment of particular Indebtedness or to be sold pursuant to an executed agreement with respect to a permitted Asset Sale or Asset Swap (or in connection with a disposition not constituting an Asset Sale) and (b) restrictions by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses and similar agreements entered into in the ordinary course of business (provided that such restrictions are limited to the property or assets secured by such Liens or the property or assets subject to such leases, licenses or similar agreements, as the case may be) no Credit Party nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter acquired.

6.5. Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries or Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment except that (a) Company may make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, (b) Company may make Restricted Junior Payments to redeem or repurchase the Company’s Capital Stock (a “Repurchase”) so long as (x) no Default or Event of

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Default shall have occurred and be continuing or be caused thereby and (y) after giving effect to such Repurchase, the Leverage Ratio is 1.0x better than the Leverage Ratio required under Section 6.8(b) for the immediately preceding Fiscal Quarter, (c) the repurchase or redemption of the Senior Subordinated Notes, and (d) the Stock Repurchase.

6.6. Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Company to (a) pay dividends or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d) transfer any of its property or assets to Company or any other Subsidiary of Company other than restrictions (i) in agreements evidencing Indebtedness permitted by Section 6.1(j) that impose restrictions on the property so acquired and (ii) by reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements and similar agreements entered into in the ordinary course of business, (iii) that are or were created by virtue of any transfer of, agreement to transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this Agreement, (iv) arising under applicable law, (v) any Contractual Obligation in effect on the date hereof and described on Schedule 6.6, and (vi) customary provisions in Joint Venture agreements and other similar agreements relating solely to the securities, assets and revenues of such Joint Venture.

6.7. Investments. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except:

(a) Investments in Cash and Cash Equivalents;

(b) Investments owned as of the Closing Date in any Subsidiary and Investments made after the Closing Date in any wholly-owned Guarantors;

(c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors or in satisfaction of judgments and (ii) resulting from deposits, prepayments and other credits to suppliers, or otherwise made in connection with workers compensation, utility, leases and similar deposits, in any case, made in the ordinary course of business;

(d) intercompany loans to the extent permitted under Section 6.1;

(e) Consolidated Capital Expenditures permitted by Section 6.8(d);

(f) loans and advances to employees of Company and its Subsidiaries made in the ordinary course of business in an aggregate principal amount not to exceed $1,000,000 in the aggregate at any time outstanding;

(g) Investments made in connection with Permitted Acquisitions permitted pursuant to Section 6.9;

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(h) Investments existing on the Closing Date and described in Schedule 6.7;

(i) extensions of trade credit in the ordinary course of business;

(j) Investments constituting non-Cash consideration received by Company or any Subsidiary in connection with any Asset Sale (or other disposition not constituting an Asset Sale) otherwise permitted hereunder;

(k) Investments arising in connection with Hedge Agreements permitted to be entered hereby;

(l) Investments in the Mexican Subsidiaries, provided, however, notwithstanding any other provision of this Agreement, the sum of (i) Company’s Investments in Subsidiaries holding radio or television properties located in Mexico made on or after the Closing Date and (ii) the aggregate Consideration for all Permitted Acquisitions of radio or television properties and Other Media-Related Businesses located in Mexico consummated on or after the Closing Date shall not exceed the Applicable Mexican Investment Amount; and

(m) additional Investments (other than Permitted Acquisitions) not referred to in any other clause of this Section 6.7, provided that (i) the aggregate amount of such Investments made on or after the Closing Date (net of any returns of capital with respect thereto) shall not exceed $50,000,000 and (ii) at the time of making any such Investment, no Default shall have occurred or be continuing or would result therefrom and the Administrative Agent shall have received a pro forma Compliance Certificate to such effect.

Notwithstanding the foregoing, in no event shall any Credit Party make any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted under the terms of Section 6.5.

6.8. Financial Covenants.

(a) Fixed Charge Coverage Ratio. Company shall not permit the Fixed Charge Coverage Ratio as of the last day of any Fiscal Quarter ending during the periods set forth in the table below, beginning with the Fiscal Quarter ending December 31, 2005, to be less than the correlative ratio indicated:

Period	Fixed Charge Coverage Ratio
December 31, 2005 through March 31, 2008	1.25:1.00
June 30, 2008 through March 31, 2010	1.35:1.00
June 30, 2010 and thereafter	1.50:1.00

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(b) Maximum Leverage Ratio. Company shall not permit the Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending December 31, 2005, to exceed the correlative ratio indicated:

Fiscal Quarter Ended	Leverage Ratio
December 31, 2005	7.50:1.00
March 31, 2006	7.50:1.00
June 30, 2006	7.25:1.00
September 30, 2006	7.25:1.00
December 31, 2006	7.25:1.00
March 31, 2007	7.25:1.00
June 30, 2007	7.25:1.00
September 30, 2007	7.25:1.00
December 31, 2007	7.00:1.00
March 31, 2008	7.00:1.00
June 30, 2008	7.00:1.00
September 30, 2008	7.00:1.00
December 31, 2008	6.75:1.00
March 31, 2009	6.75:1.00
June 30, 2009	6.75:1.00
September 30, 2009	6.75:1.00
December 31, 2009	6.50:1.00
March 31, 2010	6.50:1.00
June 30, 2010	6.50:1.00
September 30, 2010	6.50:1.00
December 31, 2010	6.25:1.00
March 31, 2011	6.25:1.00
June 30, 2011	6.25:1.00
September 30, 2011	6.25:1.00
December 31, 2011 and thereafter	6.00:1.00

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(c) Senior Leverage Ratio. Company shall not permit the Senior Leverage Ratio as of the last day of any Fiscal Quarter, beginning with the Fiscal Quarter ending December 31, 2005, to exceed the correlative ratio indicated:

Fiscal Quarter Ended	Senior Leverage Ratio
December 31, 2005	7.00:1.00
March 31, 2006	7.00:1.00
June 30, 2006	6.75:1.00
September 30, 2006	6.50:1.00
December 31, 2006	6.25:1.00
March 31, 2007	6.25:1.00
June 30, 2007	6.25:1.00
September 30, 2007	6.25:1.00
December 31, 2007	5.75:1.00
March 31, 2008	5.75:1.00
June 30, 2008	5.75:1.00
September 30, 2008	5.75:1.00
December 31, 2008	5.25:1.00
March 31, 2009	5.25:1.00
June 30, 2009	5.25:1.00
September 30, 2009	5.25:1.00
December 31, 2009 and thereafter	5.00:1.00

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(d) Maximum Consolidated Capital Expenditures. Company shall not, and shall not permit its Subsidiaries to, make or incur Consolidated Capital Expenditures, in any Fiscal Year indicated below, in an aggregate amount for Company and its Subsidiaries in excess of the corresponding amount set forth below opposite such Fiscal Year; provided, such amount for any Fiscal Year shall be increased by an amount equal to the excess, if any (but in no event more than 50%) of such amount for the previous Fiscal Year (as adjusted in accordance with this proviso) over the actual amount of Consolidated Capital Expenditures for such previous Fiscal Year:

Fiscal Year	Consolidated Capital Expenditures
2005	$23,300,000
2006	$21,600,000
2007 and thereafter	$19,200,000

(e) Certain Calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this Section 6.8 (but not for purposes of determining the Applicable Margin), Consolidated Adjusted EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis consistent with Article 11 of Regulation S-X promulgated under the Securities Act and as interpreted by the staff of the Securities and Exchange Commission, which would include cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical audited financial statements (if available) of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates applicable to outstanding Loans incurred during such period).

6.9. Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind-up or dissolve itself, or convey, sell, lease or sub-lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, whether now owned or hereafter

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acquired, or acquire by purchase or otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Consolidated Capital Expenditures in the ordinary course of business) all or substantially all of the assets of, or Capital Stock or other evidence of beneficial ownership of, any Person or any division or line of business or other business unit of any Person, except:

(a) any Subsidiary of Company may be merged with or into Company or any Guarantor, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to Company or any Guarantor; provided, in the case of such a merger, Company or such Guarantor, as applicable shall be the continuing or surviving Person;

(b) sales or other dispositions of assets that do not constitute Asset Sales;

(c) Asset Sales, provided (1) the consideration received for such assets shall be in an amount at least equal to the Fair Market Value thereof (determined in good faith by the senior management of Company), (2) no less than 75% thereof shall be paid in Cash or Cash Equivalents, and (3) the Net Proceeds thereof shall be applied as required by Section 2.13(a); provided no Default has occurred and is continuing or would result from such Asset Sale;

(d) Asset Swaps, so long as (i) such Asset Swap is made on an arms-length basis and Company or such Subsidiary, as the case may be, receives consideration at the time of the Asset Swap at least equal to the Fair Market Value of the assets or Capital Stock issued or sold or otherwise disposed of and (ii) Company or such Subsidiary complies with Sections 5.10, 5.11 and 5.15 with respect to any assets acquired;

(e) Asset Sales in connection with operations or divisions discontinued or to be discontinued;

(f) Investments made in accordance with Section 6.7; and

(g) Permitted Acquisitions; provided that (i) with respect to Permitted Acquisitions of Other Media-Related Businesses, if, at the time of any such proposed Permitted Acquisition, the Leverage Ratio as of the most-recently ended Fiscal Quarter of Company calculated on a pro forma basis assuming the consummation of such Permitted Acquisition, is greater than 5.0:1, then no such Permitted Acquisition shall be permitted if it would cause the aggregate Consideration for all such Permitted Acquisitions consummated on or after the Closing Date to exceed $25,000,000, (ii) any individual Permitted Acquisition having an aggregate Consideration in excess of $100,000,000 shall not be permitted without the consent of Requisite Lenders, such consent not to be unreasonably withheld, (iii) any individual Permitted Acquisition of properties or assets located in the United States having an aggregate Consideration of $25,000,000 or greater shall be also conditioned on delivery to the Administrative Agent of (1) all material documents reasonably requested by the Administrative Agent to insure that the Lenders have a first priority security interest in, and assignment of, all personal property assets and interests acquired, including consents of third parties if reasonably requested and (2) if such Permitted Acquisition is of a television or radio property and the aggregate Consideration therefor is $40,000,000 or greater, an opinion of FCC counsel to Company in form and substance

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reasonably acceptable to the Administrative Agent and (iv) in the event that the sum of (A) the aggregate Consideration for all Permitted Acquisitions of properties located in Mexico consummated on or after the Closing Date and (B) the aggregate amount invested on or after the Closing Date in Subsidiaries holding such properties pursuant to Section 6.7 exceeds $25,000,000, Company shall, at the option of the Collateral Agent, deliver to the Administrative Agent such collateral, pledge and related documents as the Collateral Agent may reasonably request to cause all properties and assets of Company and its Domestic Subsidiaries located in Mexico to become Collateral; provided, further that no Permitted Acquisition shall be permitted if a Default has occurred and is continuing or would result from the consummation of such Permitted Acquisition.

6.10. Disposal of Subsidiary Interests. Except for any sale of all of its interests in the Capital Stock of any of its Subsidiaries in compliance with the provisions of Section 6.9, no Credit Party shall, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) permit any of its Subsidiaries directly or indirectly to sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to the Collateral Agent or to another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify directors if required by applicable law.

6.11. Sales and Lease-Backs. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Company or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Credit Party to any Person (other than Company or any of its Subsidiaries) in connection with such lease.

6.12. Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any holder of 5% or more of any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Company or of any such holder, on terms that are less favorable to Company or that Subsidiary, as the case may be, than those that might reasonably be obtained at the time from a Person who is not such a holder or Affiliate; provided, the foregoing restriction shall not apply to (a) any transaction between Company and any Guarantor; (b) reasonable and customary fees paid to members of the board of directors (or similar governing body) of Company and its Subsidiaries; (c) compensation arrangements for officers and other employees of Company and its Subsidiaries entered into in the ordinary course of business; and (d) transactions described in Schedule 6.12 (including pursuant to any amendment to any documentation governing any transaction disclosed on Schedule 6.12 or any replacement thereof so long as such amendment or replacement is not more disadvantageous to the Lenders, as determined in good faith by the senior management of Company or such Subsidiary, in any material respect when considered as a whole than the transaction as in effect on the Closing Date); (e) the performance of obligations under any employment contract, collective bargaining

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agreement, employee benefit plan or similar arrangement approved by the board of directors (or similar governing body) of Company or such Subsidiary, (f) the payment of Restricted Junior Payments to the extent permitted by Section 6.5 and the making of Investments to the extent permitted by Sections 6.7 and 6.9; (g) loans or advances to officers, directors and employees of Company or any Subsidiary to the extent permitted hereby; (h) any transactions arising out of the Univision or TeleFutura Affiliation Agreements; or (i) any purchase, sale or exchange by Univision of Company’s Capital Stock.

6.13. Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit any of its Subsidiaries to, engage in any business other than (i) the businesses engaged in by the Credit Parties on the Closing Date and similar or related businesses and (ii) such other lines of business as may be consented to by Requisite Lenders.

6.14. Permitted Activities of License Subsidiaries. No License Subsidiary shall (a) incur, directly or indirectly, any Indebtedness or any other obligation or liability whatsoever other than the Indebtedness and obligations under the Related Agreements, or as otherwise permitted herein; (b) create or suffer to exist any Lien upon any property or assets now owned or hereafter acquired by it other than the Liens created under the Collateral Documents to which it is a party or permitted pursuant to Section 6.2; (c) engage in any business or activity or own any assets other than (i) holding the Media Licenses, (ii) performing its obligations and activities incidental thereto under the Credit Documents, and to the extent not inconsistent therewith, the Related Agreements; and (iii) making Restricted Junior Payments and Investments to the extent permitted by this Agreement; (d) consolidate with or merge with or into, or convey, transfer or lease all or substantially all its assets to, any Person; (e) sell or otherwise dispose of any Capital Stock of any of its Subsidiaries; (f) create or acquire any Subsidiary or make or own any Investment in any Person other than Company; or (g) fail to hold itself out to the public as a legal entity separate and distinct from all other Persons.

6.15. Amendments or Waivers of Organizational Documents and Certain Related Agreements. Except as set forth in Section 6.16, no Credit Party shall, nor shall it permit any of its Subsidiaries to, agree to any amendment, restatement, supplement or other modification to, or waiver of, its Organizational Documents or any of its material rights under any Related Agreement after the Closing Date if the effect of such amendment, restatement, supplement, modification or waiver would be materially adverse to any Credit Party or Lenders without in each case obtaining the prior written consent of Requisite Lenders to such amendment, restatement, supplement, modification or waiver.

6.16. Amendments or Waivers with respect to Subordinated Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, amend or otherwise change the terms of any Subordinated Indebtedness, or make any payment consistent with an amendment thereof or change thereto, if the effect of such amendment or change is to increase the interest rate on such Subordinated Indebtedness, change (to earlier dates) any dates upon which payments of principal or interest are due thereon, change any event of default or condition to an event of default with respect thereto (other than to eliminate any such event of default or increase any grace period related thereto), change the redemption, prepayment or defeasance provisions thereof, change the subordination provisions of such Subordinated Indebtedness (or of any guaranty thereof), or if the effect of such amendment or change, together with all other

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amendments or changes made, is to increase materially the obligations of the obligor thereunder or to confer any additional rights on the holders of such Subordinated Indebtedness (or a trustee or other representative on their behalf) which would be materially adverse to any Credit Party or Lenders.

6.17. Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal Year-end from December 31.

SECTION 7. GUARANTY

7.1. Guaranty of the Obligations. Subject to the provisions of Section 7.2, Guarantors jointly and severally hereby irrevocably and unconditionally guaranty to the Beneficiaries the due and punctual payment in full of all Obligations when the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)) (collectively, the “Guaranteed Obligations”).

7.2. Contribution by Guarantors. All Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Guaranty. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under this Guaranty such that its Aggregate Payments exceeds its Fair Share as of such date, such Funding Guarantor shall be entitled (subject to Section 7.6) to a contribution from each of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the ratio of (i) the Fair Share Contribution Amount with respect to such Contributing Guarantor to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors multiplied by (b) the aggregate amount paid or distributed on or before such date by all Funding Guarantors under this Guaranty in respect of the obligations Guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under this Guaranty that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of Title 11 of the United States Code or any comparable applicable provisions of state law; provided, solely for purposes of calculating the “Fair Share Contribution Amount” with respect to any Contributing Guarantor for purposes of this Section 7.2, any assets or liabilities of such Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of this Guaranty (including, without limitation, in respect of this Section 7.2), minus (2) the aggregate amount of all payments received on or before such date by such Contributing Guarantor from the other Contributing Guarantors as contributions under this Section 7.2. The amounts payable as contributions

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hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. The allocation among Contributing Guarantors of their obligations as set forth in this Section 7.2 shall not be construed in any way to limit the liability of any Contributing Guarantor hereunder. Each Guarantor is a third party beneficiary to the contribution agreement set forth in this Section 7.2.

7.3. Payment by Guarantors. Subject to Section 7.2, Guarantors hereby jointly and severally agree, in furtherance of the foregoing and not in limitation of any other right which any Beneficiary may have at law or in equity against any Guarantor by virtue hereof, that upon the failure of Company to pay any of the Guaranteed Obligations when and as the same shall become due, whether at stated maturity, by required prepayment, declaration, acceleration, demand or otherwise (including amounts that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C. § 362(a)), Guarantors will upon demand pay, or cause to be paid, in Cash, to Administrative Agent for the ratable benefit of Beneficiaries, an amount equal to the sum of the unpaid principal amount of all Guaranteed Obligations then due as aforesaid, accrued and unpaid interest on such Guaranteed Obligations (including interest which, but for Company’s becoming the subject of a case under the Bankruptcy Code, would have accrued on such Guaranteed Obligations, whether or not a claim is allowed against Company for such interest in the related bankruptcy case) and all other Guaranteed Obligations then owed to Beneficiaries as aforesaid.

7.4. Liability of Guarantors Absolute. Each Guarantor agrees that its obligations hereunder are irrevocable, absolute, independent and unconditional and shall not be affected by any circumstance which constitutes a legal or equitable discharge of a guarantor or surety other than payment in full of the Guaranteed Obligations. In furtherance of the foregoing and without limiting the generality thereof, each Guarantor agrees as follows:

(a) this Guaranty is a guaranty of payment when due and not of collectability. This Guaranty is a primary obligation of each Guarantor and not merely a contract of surety;

(b) Administrative Agent may enforce this Guaranty upon the occurrence of an Event of Default notwithstanding the existence of any dispute between Company and any Beneficiary with respect to the existence of such Event of Default;

(c) the obligations of each Guarantor hereunder are independent of the obligations of Company and the obligations of any other guarantor (including any other Guarantor) of the obligations of Company, and a separate action or actions may be brought and prosecuted against such Guarantor whether or not any action is brought against Company or any of such other guarantors and whether or not Company is joined in any such action or actions;

(d) payment by any Guarantor of a portion, but not all, of the Guaranteed Obligations shall in no way limit, affect, modify or abridge any Guarantor’s liability for any portion of the Guaranteed Obligations which has not been paid. Without limiting the generality of the foregoing, if Administrative Agent is awarded a judgment in any suit brought to enforce any Guarantor’s covenant to pay a portion of the Guaranteed Obligations, such judgment shall not be deemed to release such Guarantor from its covenant to pay the portion of the Guaranteed Obligations that is not the subject of such suit, and such judgment shall not, except to the extent

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satisfied by such Guarantor, limit, affect, modify or abridge any other Guarantor’s liability hereunder in respect of the Guaranteed Obligations;

(e) any Beneficiary, upon such terms as it deems appropriate, without notice or demand and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of the Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, the Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of the Guaranteed Obligations and take and hold security for the payment hereof or the Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of the Guaranteed Obligations, any other guaranties of the Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Beneficiary in respect hereof or the Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Beneficiary may have against any such security, in each case as such Beneficiary in its discretion may determine consistent herewith or the applicable Hedge Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against Company or any security for the Guaranteed Obligations; and (vi) exercise any other rights available to it under the Credit Documents or the Hedge Agreements; and

(f) this Guaranty and the obligations of Guarantors hereunder shall be valid and enforceable and shall not be subject to any reduction, limitation, impairment, discharge or termination for any reason (other than payment in full of the Guaranteed Obligations), including the occurrence of any of the following, whether or not any Guarantor shall have had notice or knowledge of any of them: (i) any failure or omission to assert or enforce an agreement or election not to assert or enforce, or the stay or enjoining, by order of court, by operation of law or otherwise, of the exercise or enforcement of, any claim or demand or any right, power or remedy (whether arising under the Credit Documents or the Hedge Agreements, at law, in equity or otherwise) with respect to the Guaranteed Obligations or any agreement relating thereto, or with respect to any other guaranty of or security for the payment of the Guaranteed Obligations; (ii) any rescission, waiver, amendment or modification of, or any consent to departure from, any of the terms or provisions (including provisions relating to events of default) hereof, any of the other Credit Documents, any of the Hedge Agreements or any agreement or instrument executed pursuant thereto, or of any other guaranty or security for the Guaranteed Obligations, in each case whether or not in accordance with the terms hereof or such Credit Document, such Hedge Agreement or any agreement relating to such other guaranty or security; (iii) the Guaranteed Obligations, or any agreement relating thereto, at any time being found to be illegal, invalid or unenforceable in any respect; (iv) the application of payments received from any source (other than payments received pursuant to the other Credit Documents or any of the Hedge Agreements

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or from the proceeds of any security for the Guaranteed Obligations, except to the extent such security also serves as collateral for indebtedness other than the Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed Obligations, even though any Beneficiary might have elected to apply such payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary’s consent to the change, reorganization or termination of the corporate structure or existence of Company or any of its Subsidiaries and to any corresponding restructuring of the Guaranteed Obligations; (vi) any failure to perfect or continue perfection of a security interest in any collateral which secures any of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims which Company may allege or assert against any Beneficiary in respect of the Guaranteed Obligations, including failure of consideration, breach of warranty, payment, statute of frauds, statute of limitations, accord and satisfaction and usury; and (viii) any other act or thing or omission, or delay to do any other act or thing, which may or might in any manner or to any extent vary the risk of any Guarantor as an obligor in respect of the Guaranteed Obligations.

7.5. Waivers by Guarantors. General Waivers. Each Guarantor hereby waives, for the benefit of Beneficiaries: (a) any right to require any Beneficiary, as a condition of payment or performance by such Guarantor, to (i) proceed against Company, any other guarantor (including any other Guarantor) of the Guaranteed Obligations or any other Person, (ii) proceed against or exhaust any security held from Company, any such other guarantor or any other Person, (iii) proceed against or have resort to any balance of any Deposit Account or credit on the books of any Beneficiary in favor of Company or any other Person, or (iv) pursue any other remedy in the power of any Beneficiary whatsoever; (b) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of Company or any other Guarantor including any defense based on or arising out of the lack of validity or the unenforceability of the Guaranteed Obligations or any agreement or instrument relating thereto or by reason of the cessation of the liability of Company or any other Guarantor from any cause other than payment in full of the Guaranteed Obligations; (c) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (d) any defense based upon any Beneficiary’s errors or omissions in the administration of the Guaranteed Obligations, except behavior which amounts to bad faith; (e) (i) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms hereof and any legal or equitable discharge of such Guarantor’s obligations hereunder, (ii) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments and counterclaims, and (iv) promptness, diligence and any requirement that any Beneficiary protect, secure, perfect or insure any security interest or lien or any property subject thereto; (f) notices, demands, presentments, protests, notices of protest, notices of dishonor and notices of any action or inaction, including acceptance hereof, notices of default hereunder, under the Hedge Agreements or under any agreement or instrument related thereto, notices of any renewal, extension or modification of the Guaranteed Obligations or any agreement related thereto, notices of any extension of credit to Company and notices of any of the matters referred to in Section 7.4 and any right to consent to any thereof; and (g) any defenses or benefits that may be derived from or afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms hereof.

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(b) California Law Waivers. As used in this Section 7.5, any reference to “the principal” includes the Guarantors and any reference to “the creditor” includes the Beneficiaries. In accordance with Section 2856 of the California Civil Code:

(i) each Guarantor waives any and all rights and defenses available to it by reason of Sections 2787 to 2855, inclusive, 2899 and 3433 of the California Civil Code, including any and all rights or defenses such Guarantor may have by reason of protection afforded to the principal with respect to any of the Obligations, or to the other Guarantors, in either case pursuant to the anti-deficiency or other laws of the State of California limiting or discharging the principal’s indebtedness, including Section 580a, 580b, 580d, or 726 of the California Code of Civil Procedure; and

(ii) each Guarantor waives all rights and defenses arising out of an election of remedies by the creditor, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for any Obligation, has destroyed such Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; and even though that election of remedies by the creditor, such as nonjudicial foreclosure with respect to security for an obligation of the other Guarantors, has destroyed such Guarantor’s rights of contribution against the other Guarantors.

7.6. Guarantors’ Rights of Subrogation, Contribution, etc. Until the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor hereby waives any claim, right or remedy, direct or indirect, that such Guarantor now has or may hereafter have against Company or any other Guarantor or any of its assets in connection with this Guaranty or the performance by such Guarantor of its obligations hereunder, in each case whether such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise and including without limitation (a) any right of subrogation, reimbursement or indemnification that such Guarantor now has or may hereafter have against Company with respect to the Guaranteed Obligations, (b) any right to enforce, or to participate in, any claim, right or remedy that any Beneficiary now has or may hereafter have against Company, and (c) any benefit of, and any right to participate in, any collateral or security now or hereafter held by any Beneficiary. In addition, until the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled, each Guarantor shall withhold exercise of any right of contribution such Guarantor may have against any other guarantor (including any other Guarantor) of the Guaranteed Obligations, including, without limitation, any such right of contribution as contemplated by Section 7.2. Each Guarantor further agrees that, to the extent the waiver or agreement to withhold the exercise of its rights of subrogation, reimbursement, indemnification and contribution as set forth herein is found by a court of competent jurisdiction to be void or voidable for any reason, any rights of subrogation, reimbursement or indemnification such Guarantor may have against Company or against any collateral or security, and any rights of contribution such Guarantor may have against any such other guarantor, shall be junior and subordinate to any rights any Beneficiary may have against Company, to all right, title and interest any Beneficiary may have in any such collateral or security, and to any right any Beneficiary may have against such other guarantor. If any amount shall be paid to any

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Guarantor on account of any such subrogation, reimbursement, indemnification or contribution rights at any time when all Guaranteed Obligations shall not have been finally and indefeasibly paid in full, such amount shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the terms hereof.

7.7. Subordination of Other Obligations. Any Indebtedness of Company or any Guarantor now or hereafter held by any Guarantor (the “Obligee Guarantor”) is hereby subordinated in right of payment to the Guaranteed Obligations, and any such indebtedness collected or received by the Obligee Guarantor after an Event of Default has occurred and is continuing shall be held in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be paid over to Administrative Agent for the benefit of Beneficiaries to be credited and applied against the Guaranteed Obligations but without affecting, impairing or limiting in any manner the liability of the Obligee Guarantor under any other provision hereof.

7.8. Continuing Guaranty. This Guaranty is a continuing guaranty and shall remain in effect until all of the Guaranteed Obligations shall have been paid in full and the Revolving Commitments shall have terminated and all Letters of Credit shall have expired or been cancelled. Each Guarantor hereby irrevocably waives any right to revoke this Guaranty as to future transactions giving rise to any Guaranteed Obligations.

7.9. Authority of Guarantors or Company. It is not necessary for any Beneficiary to inquire into the capacity or powers of any Guarantor or Company or the officers, directors or any agents acting or purporting to act on behalf of any of them.

7.10. Financial Condition of Company. Any Credit Extension may be made to Company or continued from time to time, and any Hedge Agreements may be entered into from time to time, in each case without notice to or authorization from any Guarantor regardless of the financial or other condition of Company at the time of any such grant or continuation or at the time such Hedge Agreement is entered into, as the case may be. No Beneficiary shall have any obligation to disclose or discuss with any Guarantor its assessment, or any Guarantor’s assessment, of the financial condition of Company. Each Guarantor has adequate means to obtain information from Company on a continuing basis concerning the financial condition of Company and its ability to perform its obligations under the Credit Documents and the Hedge Agreements, and each Guarantor assumes the responsibility for being and keeping informed of the financial condition of Company and of all circumstances bearing upon the risk of nonpayment of the Guaranteed Obligations. Each Guarantor hereby waives and relinquishes any duty on the part of any Beneficiary to disclose any matter, fact or thing relating to the business, operations or conditions of Company now known or hereafter known by any Beneficiary.

7.11. Bankruptcy, etc. (a) So long as any Guaranteed Obligations remain outstanding, no Guarantor shall, without the prior written consent of Administrative Agent acting pursuant to the instructions of Requisite Lenders, commence or join with any other Person in commencing any bankruptcy, reorganization or insolvency case or proceeding of or against Company or any other Guarantor. The obligations of Guarantors hereunder shall not be reduced, limited, impaired, discharged, deferred, suspended or terminated by any case or proceeding,

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voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement of Company or any other Guarantor or by any defense which Company or any other Guarantor may have by reason of the order, decree or decision of any court or administrative body resulting from any such proceeding.

(b) Each Guarantor acknowledges and agrees that any interest on any portion of the Guaranteed Obligations which accrues after the commencement of any case or proceeding referred to in clause (a) above (or, if interest on any portion of the Guaranteed Obligations ceases to accrue by operation of law by reason of the commencement of such case or proceeding, such interest as would have accrued on such portion of the Guaranteed Obligations if such case or proceeding had not been commenced) shall be included in the Guaranteed Obligations because it is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations which are guaranteed by Guarantors pursuant hereto should be determined without regard to any rule of law or order which may relieve Company of any portion of such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy, receiver, debtor in possession, assignee for the benefit of creditors or similar person to pay Administrative Agent, or allow the claim of Administrative Agent in respect of, any such interest accruing after the date on which such case or proceeding is commenced.

(c) In the event that all or any portion of the Guaranteed Obligations are paid by Company, the obligations of Guarantors hereunder shall continue and remain in full force and effect or be reinstated, as the case may be, in the event that all or any part of such payment(s) are rescinded or recovered directly or indirectly from any Beneficiary as a preference, fraudulent transfer or otherwise, and any such payments which are so rescinded or recovered shall constitute Guaranteed Obligations for all purposes hereunder.

7.12. Discharge of Guaranty Upon Sale of Guarantor. If all of the Capital Stock of any Guarantor or any of its successors in interest hereunder shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms and conditions hereof, the Guaranty of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by any Beneficiary or any other Person effective as of the time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT

8.1. Events of Default. If any one or more of the following conditions or events shall occur:

(a) Failure to Make Payments When Due. Failure by Company to pay (i) when due any installment of principal of any Loan, whether at stated maturity, by acceleration, by notice of voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any amount payable to Issuing Bank in reimbursement of any drawing under a Letter of Credit; or (iii) any interest on any Loan or any fee or any other amount due hereunder within five days after the date due; or

(b) Default in Other Agreements. (i) Any Credit Party or any of their respective Subsidiaries shall (i) default in any payment of principal or interest, regardless of the amount,

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due in respect of any Indebtedness (other than the Obligations) aggregating $5,000,000 or greater beyond the period of grace, if any, provided in the instrument or agreement under which such Indebtedness was created, and whether or not such default has been waived by the holders of such Indebtedness; or (ii) breach or default by any Credit Party with respect to any other material term of (1) one or more items of Indebtedness in the principal amounts referred to in clause (i) above or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond the grace period, if any, provided therefor, if the effect of such breach or default is to cause, or to permit the holder or holders of that Indebtedness (or a trustee on behalf of such holder or holders), to cause, that Indebtedness to become or be declared due and payable (or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

(c) Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any term or condition contained in Section 2.5, Section 5.1(e)(i), Section 5.2 or Section 6; or

(d) Breach of Representations, etc. Any representation, warranty, certification or other statement made or deemed made by any Credit Party in any Credit Document or in any statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or deemed made; or

(e) Other Defaults Under Credit Documents. Any Credit Party shall default in the performance of or compliance with any term contained herein or in any of the other Credit Documents, other than any such term referred to in any other Section of this Section 8.1, and such default shall not have been remedied or waived within thirty days after the earlier of (i) an officer of such Credit Party becoming aware of such default or (ii) receipt by Company of notice from Administrative Agent or any Lender of such default; or

(f) Involuntary Bankruptcy; Appointment of Receiver, etc. (i) A court of competent jurisdiction shall enter a decree or order for relief in respect of Company or any of its Subsidiaries in an involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any applicable federal or state law; or (ii) an involuntary case shall be commenced against Company or any of its Subsidiaries under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over Company or any of its Subsidiaries, or over all or a substantial part of its property, shall have been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other custodian of Company or any of its Subsidiaries for all or a substantial part of its property; or a warrant of attachment, execution or similar process shall have been issued against any substantial part of the property of Company or any of its Subsidiaries, and any such event described in this clause (ii) shall continue for sixty days without having been dismissed, bonded or discharged; or

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(g) Voluntary Bankruptcy; Appointment of Receiver, etc. (i) Company or any of its Subsidiaries shall have an order for relief entered with respect to it or shall commence a voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking possession by a receiver, trustee or other custodian for all or a substantial part of its property; or Company or any of its Subsidiaries shall make any assignment for the benefit of creditors; or (ii) Company or any of its Subsidiaries shall be unable, or shall fail generally, or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar governing body) of Company or any of its Subsidiaries (or any committee thereof) shall adopt any resolution or otherwise authorize any action to approve any of the actions referred to herein or in Section 8.1(f); or

(h) Judgments and Attachments. Any one or more money judgments, writs or warrants of attachment or similar process involving individually or in the aggregate at any time an amount in excess of $5,000,000 (in either case to the extent not adequately covered by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage) shall be entered or filed against Company or any of its Subsidiaries or any of their respective assets and shall remain unsatisfied, undischarged, unvacated, unbonded or unstayed for a period of sixty days (or in any event later than five days prior to the date of any proposed sale thereunder); or

(i) Dissolution. Any order, judgment or decree shall be entered against any Credit Party decreeing the dissolution or split up of such Credit Party and such order shall remain undischarged or unstayed for a period in excess of thirty days; or

(j) Employee Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any of its Subsidiaries or any of their respective ERISA Affiliates in excess of $5,000,000 during the term hereof; or (ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or security interest under Section 412(n) of the Internal Revenue Code or under ERISA; or

(k) Change of Control. A Change of Control shall occur; or

(l) Guaranties, Collateral Documents and other Credit Documents. At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit

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Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party; or

(m) Material Media Licenses. Any Material Media License shall be terminated, suspended, revoked or forfeited, or shall expire without the timely filing of an application for renewal thereof, or be materially adversely amended; any Governmental Authority shall conduct a hearing on the renewal of any Material Media License (with respect to basic qualification issues of the licensee thereof), and there shall have been designated against such licensee an issue as to whether such licensee possesses the minimum qualifications required to hold a broadcast license and the Requisite Lenders reasonably believe that the result thereof is likely to be the termination, suspension, revocation, forfeiture or material adverse amendment of such license; or any Governmental Authority shall commence an action or proceeding seeking the termination, suspension, revocation or material adverse amendment of any Material Media License, and the result thereof, in the reasonable opinion of the Requisite Lenders, is likely to be the termination, suspension, revocation, forfeiture or material adverse amendment of such license (for purposes of this Section 8(m), “Material Media License” shall mean a Media License the loss of which could reasonably be expected to have a Material Adverse Effect); or

(n) The operations of any Station shall be interrupted or curtailed at any time for a period in excess of 96 hours (whether or not consecutive) during any period of seven consecutive days, and such interruption or curtailment could reasonably be expected to have a Material Adverse Effect; or

(o) Any Affiliation Agreement which relates to any broadcast facility of Company or any Subsidiary, or any broadcast facility subject to a Program Services Agreement, is at any time terminated, revoked or not renewed upon expiration (and not replaced, within 30 days of such termination, revocation or expiration, with a new Affiliation Agreement reasonably acceptable to the Requisite Lenders), in either case relating to a broadcast facility accounting for more than 5% of Company’s Consolidated Adjusted EBIDTA as of the Fiscal Quarter ending immediately prior to such termination, revocation or non-renewal;

THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g), automatically, and (2) upon the occurrence of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Company by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), and (III) all other Obligations; provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(e); (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents, subject to the limitations and restrictions contained in Section 7.8 of the Pledge and Security Agreement; and (D)

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Administrative Agent shall direct Company to make (and Company hereby agrees upon receipt of such notice, or upon the occurrence of any Event of Default specified in Section 8.1(f) and (g) to make) a Cash Collateral Deposit, to be held as security for Company’s reimbursement Obligations in respect of Letters of Credit then outstanding, equal to the Letter of Credit Usage at such time.

SECTION 9. AGENTS

9.1. Appointment of Agents. Each of GSCP and CGMI is hereby appointed as a Syndication Agent hereunder, and each Lender hereby authorizes Syndication Agents to act as its agent in accordance with the terms hereof and the other Credit Documents. UBOC is hereby appointed Administrative Agent and Collateral Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Administrative Agent and Collateral Agent to act as its agent in accordance with the terms hereof and the other Credit Documents. Each of Wachovia, Harris and National City is hereby appointed as a Documentation Agent hereunder, and each Lender hereby authorizes Documentation Agents to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be deemed to have assumed any obligation towards or relationship of agency or trust with or for Company or any of its Subsidiaries. Each Syndication Agent and each Documentation Agent, without consent of or notice to any party hereto, may assign any and all of its rights or obligations hereunder to any of its Affiliates. As of the Closing Date, neither GSCP nor CGMI, in its capacity as a Syndication Agent, shall have any obligations but shall be entitled to all benefits of this Section 9. As of the Closing Date, none of Wachovia, Harris or National City, in its capacity as a Documentation Agent, shall have any obligations but shall be entitled to all benefits of this Section 9.

9.2. Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such Lender’s behalf and to exercise such powers, rights and remedies hereunder and under the other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof, together with such powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have only those duties and responsibilities that are expressly specified herein and in the other Credit Documents. Each Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or employees. No Agent shall have, by reason hereof or any of the other Credit Documents, a fiduciary relationship in respect of any Lender; and nothing herein or in any of the other Credit Documents, expressed or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or any of the other Credit Documents except as expressly set forth herein or therein.

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9.3. General Immunity.

(a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other Credit Document or for any representations, warranties, recitals or statements made herein or therein or made in any written or oral statements or in any financial or other statements, instruments, reports or certificates or any other documents furnished or made by any Agent to Lenders or by or on behalf of any Credit Party or any Lender to any Agent or any Lender in connection with the Credit Documents and the transactions contemplated thereby or for the financial condition or business affairs of any Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any liability arising from confirmations of the amount of outstanding Loans or the Letter of Credit Usage or the component amounts thereof.

(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct. Each Agent shall be entitled to refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5) and, upon receipt of such instructions from Requisite Lenders (or such other Lenders, as the case may be), such Agent shall be entitled to act or (where so instructed) refrain from acting, or to exercise such power, discretion or authority, in accordance with such instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall be protected in relying on opinions and judgments of attorneys (who may be attorneys for Company and its Subsidiaries), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed) refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 10.5).

(c) Delegation of Duties. Administrative Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Credit Document by or through any one or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory, indemnification and other provisions of this Section 9.3 and of Section 9.6 shall apply to any the Affiliates of Administrative Agent and shall apply to their respective activities in connection with the

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syndication of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6 shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to the contrary, with respect to each sub-agent appointed by the Administrative Agent, (i) such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person, against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have any rights, directly or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.4. Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a Lender hereunder. With respect to its participation in the Loans and the Letters of Credit, each Agent shall have the same rights and powers hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own securities of, and generally engage in any kind of banking, trust, financial advisory or other business with Company or any of its Affiliates as if it were not performing the duties specified herein, and may accept fees and other consideration from Company for services in connection herewith and otherwise without having to account for the same to Lenders.

9.5. Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation of the financial condition and affairs of Company and its Subsidiaries in connection with Credit Extensions hereunder and that it has made and shall continue to make its own appraisal of the creditworthiness of Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with respect to the accuracy of or the completeness of any information provided to Lenders.

(b) Each Lender, by delivering its signature page to this Agreement or a Joinder Agreement and funding its Term Loan and/or Revolving Loans on the Closing Date, or by the funding of any Incremental Loans, as the case may be, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit Document and each other document

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required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date or as of the date of funding of such Incremental Loans.

9.6. Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify each Agent, to the extent that such Agent shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such Agent in exercising its powers, rights and remedies or performing its duties hereunder or under the other Credit Documents or otherwise in its capacity as such Agent in any way relating to or arising out of this Agreement or the other Credit Documents; provided, no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent’s gross negligence or willful misconduct. If any indemnity furnished to any Agent for any purpose shall, in the opinion of such Agent, be insufficient or become impaired, such Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall not be deemed to require any Lender to indemnify any Agent against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately preceding sentence.

9.7. Successor Administrative Agent and Collateral Agent. Administrative Agent may resign at any time by giving thirty days’ prior written notice thereof to Lenders and Company, and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Company and Administrative Agent and signed by Requisite Lenders. Upon any such notice of resignation or any such removal, Requisite Lenders shall have the right, upon five Business Days’ notice to Company, to appoint a successor Administrative Agent. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any resignation or removal of UBOC or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of UBOC or its successor as Collateral Agent, and any successor Administrative Agent appointed pursuant to this Section

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shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.

9.8. Collateral Documents and Guaranty.

(a) Agents under Collateral Documents and Guaranty. Each Lender hereby further authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of Lenders, to be the agent for and representative of Lenders with respect to the Guaranty, the Collateral and the Collateral Documents. Subject to Section 10.5, without further written consent or authorization from Lenders, Administrative Agent or Collateral Agent, as applicable may execute any documents or instruments necessary to (i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented or (ii) release any Guarantor from the Guaranty pursuant to Section 7.12 or with respect to which Requisite Lenders (or such other Lenders as may be required to give such consent under Section 10.5) have otherwise consented.

(b) Right to Realize on Collateral and Enforce Guaranty. Anything contained in any of the Credit Documents to the contrary notwithstanding, Company, Administrative Agent, Collateral Agent and each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral or to enforce the Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii) in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale, Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by Collateral Agent at such sale.

SECTION 10. MISCELLANEOUS

10.1. Notices.

(a) Notices Generally. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given to a Credit Party, Syndication Agents, Administrative Agent, Issuing Bank or Collateral Agent, shall be sent to such Person’s address as set forth on Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on Appendix B or otherwise indicated to Administrative Agent in writing. Except as set forth in paragraph (b) below, each notice hereunder shall be in writing and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be deemed to have been given when delivered in person or by courier

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service and signed for against receipt thereof, upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such Agent; provided further, any such notice or other communication shall at the request of the Administrative Agent be provided to any sub-agent appointed pursuant to Section 9.3(c) hereto as designated by the Administrative Agent from time to time.

(b) Electronic Communications. Notices and other communications to the Lenders and the Issuing Bank hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or the Issuing Bank pursuant to Section 2 if such Lender or the Issuing Bank, as applicable, has notified Administrative Agent that it is incapable of receiving notices under such Section by electronic communication. Administrative Agent or Company may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

10.2. Expenses. Whether or not the transactions contemplated hereby shall be consummated, Company agrees to pay promptly (a) all the actual and reasonable costs and expenses of preparation of the Credit Documents and any consents, amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for Company and the other Credit Parties; (c) the reasonable fees, expenses and disbursements of counsel to Agents (in each case including allocated costs of internal counsel) in connection with the negotiation, preparation, execution and administration of the Credit Documents and any consents, amendments, waivers or other modifications thereto and any other documents or matters requested by Company; (d) all the actual costs and reasonable expenses of creating and perfecting Liens in favor of Collateral Agent, for the benefit of Lenders pursuant hereto, including filing and recording fees, expenses and taxes, stamp or documentary taxes, search fees, title insurance premiums and reasonable fees, expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral Documents; (e) all the actual costs and reasonable fees, expenses and disbursements of any auditors, accountants, consultants or appraisers; (f) all the actual costs and reasonable expenses (including the reasonable fees, expenses and disbursements of any appraisers, consultants, advisors and agents employed or retained by Collateral Agent and its counsel) in connection with the custody or preservation of any of the Collateral; (g) all other actual and reasonable costs and expenses incurred by each Agent in connection with the syndication of the Loans and Commitments and

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the negotiation, preparation and execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the transactions contemplated thereby; and (h) after the occurrence of a Default or an Event of Default, all costs and expenses, including reasonable attorneys’ fees (including allocated costs of internal counsel) and costs of settlement, incurred by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranty) or in connection with any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out” or pursuant to any insolvency or bankruptcy cases or proceedings.

10.3. Indemnity.

(a) In addition to the payment of expenses pursuant to Section 10.2, whether or not the transactions contemplated hereby shall be consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the officers, partners, directors, trustees, employees, agents, sub-agents and Affiliates of each Agent and each Lender (each, an “Indemnitee”), from and against any and all Indemnified Liabilities; provided, no Credit Party shall have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 10.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of them.

(b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against Lenders, Agents and their respective Affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Company hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

10.4. Set-Off. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, upon the occurrence and during the continuance of any Event of Default each Lender is hereby authorized by each Credit Party at any time or from time to time subject to the consent of Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off and to appropriate and to apply any and all deposits (general or special, including Indebtedness

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evidenced by certificates of deposit, whether matured or unmatured, but not including trust accounts) and any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit Party against and on account of the obligations and liabilities of any Credit Party to such Lender hereunder, the Letters of Credit and participations therein and under the other Credit Documents, including all claims of any nature or description arising out of or connected hereto, the Letters of Credit and participations therein or with any other Credit Document, irrespective of whether or not (a) such Lender shall have made any demand hereunder or (b) the principal of or the interest on the Loans or any amounts in respect of the Letters of Credit or any other amounts due hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or any of them, may be contingent or unmatured.

10.5. Amendments and Waivers.

(a) Requisite Lenders’ Consent. No amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders.

(b) Affected Lenders’ Consent. In addition to the consent of the Requisite Lenders, without the written consent of each Lender (other than a Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be effective if the effect thereof would:

(i) extend the Revolving Commitment Termination Date or the scheduled final maturity of any Loan or Note;

(ii) waive, reduce or postpone any scheduled repayment (but not prepayment);

(iii) extend the stated expiration date of any Letter of Credit beyond the Revolving Commitment Termination Date;

(iv) reduce the amount or rate of interest on any Loan (other than any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.9) or any fee payable hereunder;

(v) extend the time for payment of any such interest or fees;

(vi) reduce the principal amount of any Loan or any reimbursement obligation in respect of any Letter of Credit;

(vii) amend, modify, terminate or waive any provision of Section 2.4(a), Section 2.12(b)(ii), this Section 10.5(b) or Section 10.5(c);

(viii) amend the definition of “Requisite Lenders” or “Pro Rata Share”; provided, with the consent of Requisite Lenders, additional extensions of credit under the Credit Documents may be included in the determination of “Requisite

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Lenders” or “Pro Rata Share” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

(ix) release all or substantially all of the Guarantors from the Guaranty except as expressly provided in the Credit Documents; or

(x) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under any Credit Document.

(c) Other Consents. In addition to the consent of the Requisite Lenders, no amendment, modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall:

(i) increase any Revolving Commitment of any Lender over the amount thereof then in effect without the consent of such Lender; provided, no amendment, modification or waiver of any condition precedent, covenant, Default or Event of Default shall constitute an increase in any Revolving Commitment of any Lender;

(ii) amend the definition of “Requisite Class Lenders” without the consent of Requisite Class Lenders of each Class; provided, with the consent of the Requisite Lenders, additional extensions of credit under the Credit Documents may be included in the determination of such “Requisite Class Lenders” on substantially the same basis as the Term Loan Commitments, the Term Loans, the Revolving Commitments and the Revolving Loans are included on the Closing Date;

(iii) alter the required application of any repayments or prepayments as between Classes pursuant to Section 2.14 without the consent of Requisite Class Lenders of each Class which is being allocated a lesser repayment or prepayment as a result thereof; provided, Requisite Lenders may waive, in whole or in part, any prepayment so long as the application, as between Classes, of any portion of such prepayment which is still required to be made is not altered;

(iv) amend, modify, terminate or waive any obligation of Lenders relating to the purchase of participations in Letters of Credit as provided in Section 2.3(e) without the written consent of Administrative Agent and of Issuing Bank;

(v) amend, modify, terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent; or

(vi) (A) amend or modify the definition of “Secured Obligations” or “Secured Parties” (each as defined in the Pledge and Security Agreement), (B) release any Collateral comprising more than 50% of all Collateral (determined on the basis of book value thereof) or (C) amend Section 7.2 of the Pledge and Security Agreement, in each case without the consent of each Secured Party affected thereby.

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(d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to any other or further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 10.5 shall be binding upon each Lender at the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

10.6. Successors and Assigns; Participations.

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

(b) Register. Company, Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be effective, in each case, unless and until recorded in the Register following receipt of an Assignment Agreement effecting the assignment or transfer thereof as provided in Section 10.6(d). Each assignment shall be recorded in the Register on the Business Day the Assignment Agreement is received by the Administrative Agent, if received by 12:00 p.m. (Los Angeles time)/3:00 p.m. (New York City time), and on the following Business Day if received after such time, prompt notice thereof shall be provided to Company and a copy of such Assignment Agreement shall be maintained, as applicable. The date of such recordation of a transfer shall be referred to herein as the “Assignment Effective Date.” Any request, authority or consent of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender shall be conclusive and binding (absent manifest error) on any subsequent holder, assignee or transferee of the corresponding Commitments or Loans.

(c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer all or a portion of its rights and obligations under this Agreement, including, without limitation, all or a portion of its Commitment or Loans owing to it or other Obligation (provided, however, that each such assignment shall be of a uniform, and not varying, percentage of all rights and obligations under and in respect of any Loan and any related Commitments):

(i) to any Person meeting the criteria of clause (i) of the definition of the term of “Eligible Assignee” upon the giving of notice to Company and Administrative Agent; and

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(ii) to any Person meeting the criteria of clause (ii) of the definition of the term of “Eligible Assignee” and, in the case of assignments of Revolving Loans or Revolving Commitments to any such Person (except in the case of assignments made by or to GSCP), consented to by each of Company and Administrative Agent (such consents not to be (x) unreasonably withheld or delayed or, (y) in the case of Company, required at any time an Event of Default shall have occurred and then be continuing); provided, further each such assignment pursuant to this Section 10.6(c)(ii) shall be in an aggregate amount of not less than (A) $2,500,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Revolving Commitments and Revolving Loans of the assigning Lender) with respect to the assignment of the Revolving Commitments and Revolving Loans and (B) $500,000 (or such lesser amount as may be agreed to by Company and Administrative Agent or as shall constitute the aggregate amount of the Term Loan or Incremental Loans of the assigning Lender) with respect to the assignment of Term Loans and Incremental Loans.

(d) Mechanics. Subject to the other requirements of this Section 10.6, assignments and assumptions of Term Loans, Incremental Loans, Revolving Loans and Revolving Commitments shall be effected by manual execution and delivery to the Administrative Agent of an Assignment Agreement. Assignments shall be effective as of the Assignment Effective Date. In connection with all assignments there shall be delivered to Administrative Agent such forms, certificates or other evidence, if any, with respect to United States federal income tax withholding matters as the assignee under such Assignment Agreement may be required to deliver pursuant to Section 2.19(c). Payment to the assignor by the assignee in respect of the settlement of an assignment of any Loans or Revolving Commitments shall not include unpaid interest which has accrued on such Loans or Revolving Commitments. On and after the applicable Assignment Effective Date, the applicable assignee shall be entitled to receive all interest paid or payable with respect to the assigned Loans or Revolving Commitment that accrues after the applicable Assignment Effective Date.

(e) Representations and Warranties of Assignee. Each Lender, upon execution and delivery hereof or upon succeeding to an interest in the Commitments and Loans, as the case may be, represents and warrants as of the Closing Date or as of the Assignment Effective Date that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in commitments or loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act or other federal securities laws (it being understood that, subject to the provisions of this Section 10.6, the disposition of such Revolving Commitments or Loans or any interests therein shall at all times remain within its exclusive control).

(f) Effect of Assignment. Subject to the terms and conditions of this Section 10.6, as of the “Assignment Effective Date” (i) the assignee thereunder shall have the rights and obligations of a “Lender” hereunder to the extent of its interest in the Loans and Commitments as reflected in the Register and shall thereafter be a party hereto and a “Lender” for all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned to the assignee, relinquish its rights (other than any rights which

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survive the termination hereof under Section 10.8) and be released from its obligations hereunder (and, in the case of an assignment covering all or the remaining portion of an assigning Lender’s rights and obligations hereunder, such Lender shall cease to be a party hereto on the Assignment Effective Date; provided, anything contained in any of the Credit Documents to the contrary notwithstanding, (y) Issuing Bank shall continue to have all rights and obligations thereof with respect to such Letters of Credit until the cancellation or expiration of such Letters of Credit and the reimbursement of any amounts drawn thereunder and (z) such assigning Lender shall continue to be entitled to the benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect the Commitment of such assignee and any Revolving Commitment of such assigning Lender, if any; and (iv) if any such assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent for cancellation, and thereupon Company shall issue and deliver new Notes, if so requested by the assignee and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect the new Revolving Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.

(g) Participations. Each Lender shall have the right at any time to sell one or more participations to any Person (other than Company, any of its Subsidiaries or any of its Affiliates) in all or any part of its Commitments, Loans or in any other Obligation. The holder of any such participation, other than an Affiliate of the Lender granting such participation, shall not be entitled to require such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or waiver that would (i) extend the final scheduled maturity of any Loan, Note or Letter of Credit (unless such Letter of Credit is not extended beyond the Revolving Commitment Termination Date) in which such participant is participating, or reduce the rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of applicability of any post-default increase in interest rates) or reduce the principal amount thereof, or increase the amount of the participant’s participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without the consent of any participant if the participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any Credit Party of any of its rights and obligations under this Agreement or (iii) release all or substantially all of the Collateral under the Collateral Documents (except as expressly provided in the Credit Documents) supporting the Loans hereunder in which such participant is participating. Company agrees that each participant shall be entitled to the benefits of Sections 2.17(c), 2.18 and 2.19 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (c) of this Section; provided, (i) a participant shall not be entitled to receive any greater payment under Section 2.18 or 2.19 than the applicable Lender would have been entitled to receive with respect to the participation sold to such participant, unless the sale of the participation to such participant is made with Company’s prior written consent and (ii) a participant that would be a Non-US Lender if it were a Lender shall not be entitled to the benefits of Section 2.19 unless Company is notified of the participation sold to such participant and such participant agrees, for the benefit of Company, to comply with Section 2.19 as though it were a Lender. To the extent permitted by law, each participant also shall be entitled to the benefits of Section 10.4 as though it were a

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Lender, provided such Participant agrees to be subject to Section 2.16 as though it were a Lender.

(i) Certain Other Assignments. In addition to any other assignment permitted pursuant to this Section 10.6, any Lender may assign and/or pledge all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such Lender including, without limitation, any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank; provided, no Lender, as between Company and such Lender, shall be relieved of any of its obligations hereunder as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to take or omit to take any action hereunder.

10.7. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a Default or an Event of Default if such action is taken or condition exists.

10.8. Survival of Representations, Warranties and Agreements. All representations, warranties and agreements made herein shall survive the execution and delivery hereof and the making of any Credit Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party set forth in Sections 2.17(c), 2.18, 2.19, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in Sections 2.16, 9.3(b) and 9.6 shall survive the payment of the Loans, the cancellation or expiration of the Letters of Credit and the reimbursement of any amounts drawn thereunder, and the termination hereof.

10.9. No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any statute or rule of law or in any of the other Credit Documents or any of the Hedge Agreements. Any forbearance or failure to exercise, and any delay in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

10.10. Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent, Collateral Agent or Lenders (or to Administrative Agent, on behalf of Lenders), or Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds

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of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

10.11. Severability. In case any provision in or obligation hereunder or any Note shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

10.12. Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt, and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for any other Lender to be joined as an additional party in any proceeding for such purpose.

10.13. Headings. Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

10.14. APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

10.15. CONSENT TO JURISDICTION. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST ANY CREDIT PARTY ARISING OUT OF OR RELATING HERETO OR TO ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS, MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT, EACH CREDIT PARTY, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY (a) ACCEPTS GENERALLY AND UNCONDITIONALLY THE EXCLUSIVE JURISDICTION AND VENUE OF SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT SERVICE OF ALL PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT MAY BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO THE APPLICABLE CREDIT PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE WITH SECTION 10.1; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c)

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ABOVE IS SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (e) AGREES AGENTS AND LENDERS RETAIN THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

10.16. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING HEREUNDER OR UNDER ANY OF THE OTHER CREDIT DOCUMENTS OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH PARTY HERETO ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS ALREADY RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING (OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION 10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

10.17. Confidentiality. Each Agent and Lender shall hold all Nonpublic Information regarding Company and its Subsidiaries and their businesses identified as such by Company (or deemed to be Nonpublic Information pursuant to Section 5.1(p)) and obtained by such Lender pursuant to the requirements hereof in accordance with such Agent’s or Lender’s customary procedures for handling confidential information of such nature, it being understood and agreed by Company that, in any event, an Agent or a Lender may make (i) disclosures of such information to Affiliates of such Agent or Lender and to their agents and advisors (and to other persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with disclosures otherwise made in accordance with this Section 10.17) (and all such Persons will be informed of the confidential nature of such information and instructed to keep

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such information confidential), (ii) disclosures of such information reasonably required by any bona fide or potential assignee, transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of any Loans or any participations therein or by any pledgee referred to in Section 10.6(i) or any direct or indirect contractual counterparties (or the professional advisors thereto) in Hedge Agreements (provided, such pledgees, counterparties and advisors are advised of and agree to be bound by the provisions of this Section 10.17), (iii) disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties received by it from any of the Agents or any Lender, and (iv) disclosures required or requested by any governmental agency or representative thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by applicable law or court order, each Agent and Lender shall make reasonable efforts to notify Company of any request by any governmental agency or representative thereof (other than any such request in connection with any examination of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure of any such non-public information prior to disclosure of such information.

10.18. Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate charged with respect to any of the Obligations, including all charges or fees in connection therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful Rate until the total amount of interest due hereunder equals the amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Company shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the amount of interest which would have been paid if the Highest Lawful Rate had at all times been in effect. Notwithstanding the foregoing, it is the intention of Lenders and Company to conform strictly to any applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and, if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder or be refunded to Company.

10.19. Counterparts. This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

10.20. Effectiveness. This Agreement shall become effective upon the execution of a counterpart hereof by each of the parties hereto and receipt by Company and Administrative Agent of written or telephonic notification of such execution and authorization of delivery thereof.

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10.21. Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender) hereby notifies Company that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies Company, which information includes the name and address of Company and other information that will allow such Lender or Administrative Agent, as applicable, to identify Company in accordance with the Act.

10.22. Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment Agreement shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

COMPANY
ENTRAVISION COMMUNICATIONS CORPORATION, a Delaware corporation
By:	/s/ John F. DeLorenzo
Name:	John F. DeLorenzo
Title:	Executive Vice President, Treasurer and Chief Financial Officer

GUARANTORS
	ENTRAVISION, L.L.C.,
	a Delaware limited liability company
	ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.,
	a Delaware limited liability company
	ENTRAVISION-EL PASO, L.L.C.,
	a Delaware limited liability company
	ENTRAVISION-TEXAS G.P., L.L.C.,
	a Delaware limited liability company
	ENTRAVISION-TEXAS L.P., INC.
	a Delaware corporation
	ARIZONA RADIO, INC.,
	a Delaware corporation
	VISTA MEDIA GROUP, INC.,
	a Delaware corporation
	Z-SPANISH MEDIA CORPORATION,
	a Delaware corporation
	LOS CEREZOS MEDIA COMPANY,
	a Delaware corporation
	LATIN COMMUNICATIONS GROUP,
	a Delaware corporation
	DIAMOND RADIO, INC.,
	a California corporation
	ENTRAVISION SAN DIEGO, INC.,
	a California corporation
	By:	/s/ John F. DeLorenzo
	Name:	John F. DeLorenzo
	Title:	Executive Vice President, Treasurer and Chief Financial Officer

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THE COMMUNITY BROADCASTING COMPANY OF SAN DIEGO,
a California corporation
CHANNEL FIFTY SEVEN, INC.,
a California corporation
VISTA TELEVISION, INC.,
a California corporation
ENTRAVISION HOLDINGS, LLC,
a California limited liability company
SEABOARD OUTDOOR ADVERTISING CO., INC.,
a New York corporation
SALE POINT POSTERS, INC.,
a New York corporation
ASPEN FM, INC.,
a Colorado corporation
ENTRAVISION-TEXAS LIMITED PARTNERSHIP
a Texas limited partnership
By:	/s/ John F. DeLorenzo
Name:	John F. DeLorenzo
Title:	Executive Vice President, Treasurer and Chief Financial Officer

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UNION BANK OF CALIFORNIA, N.A., as Joint Book Manager, Administrative Agent, Collateral Agent, Issuing Bank and Lender
By:	/s/ Matthew H. Fleming
Name:	Matthew H. Fleming
Title:	Vice President

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GOLDMAN SACHS CREDIT PARTNERS L.P., as Joint Lead Arranger, Joint Book Manager, Co-Syndication Agent and Lender
By:	/s/ William Archer
Name:	William Archer
Title:	Authorized Signatory

S-4

CITIGROUP GLOBAL MARKETS INC., as Joint Lead Arranger, Joint Book Manager and Co-Syndication Agent
By:	/s/ Robert H. Chen
Name:	Robert H. Chen
Title:	Director
CITICORP NORTH AMERICA, INC., as a Lender
By:	/s/ Robert H. Chen
Name:	Robert H. Chen
Title:	Director

S-5

WACHOVIA BANK, NATIONAL ASSOCIATION, as a Documentation Agent and Lender
By:	/s/ Russ Lyons
Name:	Russ Lyons
Title:	Director

S-6

HARRIS NESBITT FINANCING, INC., as a Documentation Agent and Lender
By:	/s/ Juliet Barnes
Name:	Juliet Barnes
Title:	Director

S-7

NATIONAL CITY BANK, as a Documentation Agent and Lender
By:	/s/ Jon W. Peterson
Name:	Jon W. Peterson
Title:	Senior Vice President

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EX-10.4

Exhibit 10.4

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of October 11, 2005 and shall be effective as of August 1, 2005, by and between Entravision Communications Corporation, a Delaware corporation (together with its successors and assigns permitted under the Agreement, the “Company”), and Walter F. Ulloa (the “Executive”) with reference to the following facts:

WHEREAS, the Executive has been employed pursuant to the terms of that certain Employment Agreement by and between the Company and the Executive dated as of August 1, 2000 (the “Original Agreement”).

WHEREAS, the term of the Original Agreement has expired.

WHEREAS, the Company and the Executive desire to enter into this Agreement to provide for the Executive’s continued employment by the Company, upon the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment. The Company hereby agrees to the Executive’s employment, and the Executive hereby accepts such employment and agrees to perform his duties and responsibilities in accordance with the terms and conditions hereinafter set forth.

a. Employment Term. The term of the Executive’s employment under this Agreement shall commence as of August 1, 2005 (the “Effective Date”) and shall continue until December 31, 2010, unless earlier terminated in accordance with Section 4 or Section 5 hereof. The period commencing as of the Effective Date and ending on December 31, 2010, or such later date to which the term of the Executive’s employment under the Agreement shall have been extended is hereinafter referred to as the “Employment Term.”

b. Duties and Responsibilities. The Executive shall serve as Chairman and Chief Executive Officer of the Company. During the Employment Term, the Executive shall perform all duties and accept all responsibilities incident to such position or other appropriate duties as may be assigned to him by the Company’s Board of Directors (the “Board”). Except to attend to those business interests of the Executive set forth on Schedule 1.b. attached hereto and incorporated herein by this reference, the Executive shall devote his full productive time and best efforts to the performance of his duties and responsibilities under this Section 1.b.

c. Base Salary. For all of the services rendered by the Executive hereunder for the first calendar year following the Effective Date, the Company shall pay the Executive an annual base salary (“Base Salary”) of Eight Hundred Thousand Dollars ($800,000), payable in installments at such times as the Company shall pay its other senior level executives (but in any event no less often than monthly). The Executive’s Base Salary shall be reviewed annually prior to each of the first five (5) anniversaries of the Effective Date and, in the discretion of the Compensation Committee (“Compensation Committee”) of the Board, the Executive’s Base Salary may be increased. In reviewing increases in the Executive’s Base Salary, the

Compensation Committee shall consider factors including, but not limited to, the market for executives with skills and experience similar to those of the Executive, performance considerations, and the nature and extent of salary increases given to other employees of the Company during the prior year. In no event shall the Executive’s Base Salary be decreased to an amount less than Eight Hundred Thousand Dollars ($800,000) per annum.

d. Annual Bonus. In addition to the Base Salary provided for in Section 1.c. above, the Executive shall be eligible for an annual bonus (“Annual Bonus”) calculated as follows:

(i) For the calendar year ending December 31, 2005,

(A) an amount no less than fifty percent (50%) and up to and including seventy-five percent (75%) of the Executive’s then-current Base Salary, or such lesser amount as the Executive may request in his sole discretion, if the total Company annual growth rate of earnings before interest, taxes, depreciation and amortization as computed in accordance with generally accepted accounting principles (“EBITDA”) (pro forma as defined by the Compensation Committee) meets or exceeds no less than ten percent (10%) and up to and including fourteen percent (14%) over the previous calendar year, with the Executive’s Annual Bonus being prorated between the minimum and maximum Annual Bonus percentages set forth above for EBITDA (and pro forma) increases greater than ten percent (10%) but less than fourteen percent (14%) over the previous calendar year, plus

(B) any amount awarded to the Executive in the discretion of the Compensation Committee pursuant to Section 1.d.(iii) below.

(ii) For each calendar year during the Employment Term ending after December 31, 2005,

(A) an amount calculated pursuant to Section 1.d.(i)(A) above, unless the Compensation Committee shall have, in its discretion, established modified criteria for the calculation of the Executive’s Annual Bonus for any of such calendar years, in which case, in an amount calculated pursuant to such modified criteria, or such lesser amount as the Executive may request in his sole discretion, and, in any case, plus

(B) any amount awarded to the Executive in the discretion of the Compensation Committee pursuant to Section 1.d.(iii) below.

(iii) Up to twenty-five percent (25%) of the Executive’s then-current Base Salary, or such lesser amount as the Executive may request in his sole discretion, based upon the discretion of the Compensation Committee, taking into account achievement of operating and financial performance goals and the increase in stockholder value.

The Annual Bonus for any partial calendar year within the Employment Term shall be prorated and the EBITDA growth targets shall be adjusted proportionately. The Annual Bonus will be payable promptly after the issuance of the Company’s year-end audited financial statements.

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e. Stock Options. The Executive shall be eligible for grants of stock options, restricted stock and other equity incentives pursuant to the Entravision Communications Corporation 2004 Equity Incentive Plan (or any successor plan thereto) on the same terms applicable to the Company’s other executive officers.

f. Automobile Allowance. During the Employment Term, the Executive shall be entitled to receive a One Thousand Five Hundred Dollars ($1,500) monthly automobile allowance, payable monthly in advance, which shall include all costs attendant to the use of the automobile, including, without limitation, liability and property insurance coverage, costs of maintenance and fuel. Notwithstanding the foregoing, the amount of the monthly automobile allowance shall be reviewed by the Company annually.

g. Benefit Coverages. During the Employment Term, the Company shall provide medical and dental coverage for the Executive and the Executive’s dependents at no cost to the Executive. During such Employment Term, the Executive shall also be entitled to participate in all employee pension and welfare benefit plans and programs made available to the Company’s senior level executives as a group or to its employees generally, as such plans or programs may be in effect from time to time (the “Benefit Coverages”), including, without limitation, pension, profit sharing, savings and other retirement plans or programs, short-term and long- term disability and life insurance plans, accidental death and dismemberment protection and travel accident insurance.

h. Reimbursement of Expenses; Vacation; Residence. The Executive shall be provided with full and prompt reimbursement of expenses related to his employment by the Company (including mobile telephone usage) on a basis no less favorable than that which may be authorized from time to time by the Board, in its sole discretion, for senior level executives as a group, and entitled to not less than four (4) weeks vacation per year and holidays in accordance with the Company’s normal personnel policies. The Executive currently resides in the Los Angeles, California area, and the Company agrees that he shall not be required to relocate his residence from that area without his prior written consent (which may be withheld in his sole discretion), or from any other area to which he may voluntarily move with the Company’s prior written consent, during the Employment Term.

i. Tax Withholding. The Company may withhold from any compensation or other benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

j. Life Insurance. The Company may obtain a “key man” term life insurance policy, or policies, on the life of the Executive in face amounts to be determined by the Company. The Company shall be the owner and beneficiary of such life insurance policy; provided, however, Executive may designate personal beneficiary(ies) for up to fifty percent (50%) of the proceeds of such life insurance policy and upon the termination of the Executive’s employment with the Company for any reason, the Company shall, upon the Executive’s request, assign such life insurance to the Executive, subject to the Executive’s option to maintain such life insurance after the Employment Term. The Executive agrees to submit to a physical examination at any reasonable time requested by the Company for the purpose of obtaining life

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insurance on the life of the Executive; provided, however, that the Company shall bear the entire cost of such examination.

2. Indemnification; Insurance. The Company shall indemnify the Executive to the fullest extent allowed by applicable law pursuant to that certain Indemnification Agreement dated as of August 1, 2000 by and between the Company and the Executive, as the same may be amended from time to time. The Executive shall be covered by the Company’s directors’ and officers’ liability insurance policy, if any.

3. Proprietary Information; Non-Compete.

a. Confidential Information. The Executive recognizes and acknowledges that by reason of his employment by and service to the Company during and, if applicable, after the Employment Term, he has had and will continue to have access to certain confidential and proprietary information relating to the Company’s business (“Confidential Information”). The Executive covenants that he will not, unless expressly authorized in writing by the Company, at any time during the course of his employment divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of his duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. The Executive also covenants that at any time after the termination of such employment, directly or indirectly, he will not divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of the Executive or except when required to do so by law. All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into the Executive’s possession during the course of his employment shall remain the property of the Company. Except as required in the performance of the Executive’s duties for the Company, or unless expressly authorized in writing by the Company, the Executive shall not remove any written Confidential Information from the Company’s premises, except in connection with the performance of his duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Upon termination of the Executive’s employment, the Executive agrees immediately to return to the Company all written Confidential Information in his possession.

b. Non-Compete; Non-Solicitation. Except for those existing business activities set forth on Schedule 1.b. attached hereto, the Executive shall not engage in, independently or with others, any business activity of any type or description that is in competition with the Company. Notwithstanding the foregoing, the Executive may own securities of publicly traded or private companies competitive with the business of the Company so long as such shares do not constitute five percent (5%) or more of the outstanding securities of any such company. The Executive further agrees that for as long as this Agreement remains in effect and for a period of twelve (12) months after the termination of this Agreement by the Company or by the Executive, in each case for any reason whatsoever or for no reason whatsoever, the Executive will not induce or attempt to induce, directly or indirectly, any person to leave his or her employment with the Company.

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4. Termination. The Employment Term shall terminate upon the occurrence of any one of the following events:

a. Disability. The Company may terminate the Employment Term if the Executive is unable substantially to perform his duties and responsibilities hereunder to the full extent required by the Company by reason of illness, injury or incapacity for six (6) consecutive months, or for more than six (6) months in the aggregate during any period of twelve (12) calendar months. In the event of such termination, the Company shall pay the Executive his Base Salary through the date of such termination. In addition, the Executive shall be entitled to the following: (i) a pro rata Annual Bonus for the year of termination; (ii) any other amounts earned, accrued or owing but not yet paid under Section 1 above; (iii) continued participation for the remaining Employment Term in those Benefit Coverages in which he was participating on the date of termination which, by their terms, permit a former employee to participate; and (iv) any other benefits in accordance with applicable plans and programs of the Company. In such event, the Company shall have no further liability or obligation to the Executive for compensation under this Agreement except as otherwise specifically provided in this Agreement. The Executive agrees, in the event of a dispute under this Section 4.a., to submit to a physical examination by a licensed physician selected by the Company. The Company agrees that the Executive shall have the right to have his personal physician present at any examination conducted by the physician selected by the Company.

b. Death. The Employment Term shall terminate in the event of the Executive’s death. In such event, the Company shall pay to the Executive’s executors, legal representatives or administrators, as applicable, the Executive’s Base Salary through the date of such termination. In addition, the Executive’s estate shall be entitled to: (i) any other benefits in accordance with applicable plans and programs of the Company; and (ii) any death benefit payable to the Executive’s estate under any key man insurance policy maintained by the Company and in effect at the time of Executive’s death or, if no such benefit is available or exists, the Severance Package (as defined below), including provisions and benefits applicable in a Change in Control (as defined below). The Company shall have no further liability or obligation under this Agreement to his executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through him except as otherwise specifically provided in this Agreement.

c. Cause. The Company may terminate the Employment Term, at any time, for “Cause,” in which event all payments under this Agreement shall cease, except for Base Salary to the extent already accrued. For purposes of this Agreement, the Executive’s employment may be terminated for “Cause” (i) immediately if the Executive is convicted of a felony or (ii) following the determination by the Board (without the Executive’s participation) that the Executive has engaged in intentional fraud, intentional misconduct or intentional misappropriation of Company assets.

d. Termination by the Company Without Cause. The Company may terminate the Employment Term, at any time, without Cause. In the event the Executive is terminated without Cause, the Executive shall be entitled to receive:

(i) any amounts earned, accrued or owing but not yet paid pursuant to Section 1 above; and

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(ii) a lump sum severance payment in an aggregate amount equal to the sum of two (2) times the Executive’s then-current Base Salary plus two (2) times the amount of the Executive’s average Annual Bonus for the three (3) years preceding such termination without Cause; provided, however, if the termination without Cause follows a Change in Control, the Executive shall be entitled to receive a lump sum severance payment in an aggregate amount equal to the sum of three (3) times the Executive’s then-current Base Salary plus three (3) times the amount of the Executive’s average Annual Bonus for the three (3) years preceding such termination without Cause; and

(iii) a continuation of all Benefit Coverages for which the Executive is eligible to participate as of the Termination Date in a fashion which is similar to those which the Executive is receiving immediately prior to the Termination Date for a period of two (2) years after such termination without Cause; and

(iv) immediate vesting of, and the lapse of all restrictions applicable to, all unvested stock options and any other equity incentives awarded to the Executive prior to the Effective Date.

Amounts payable and benefits to be received pursuant to subsections (i), (ii), (iii) and (iv) of the preceding sentence will be collectively referred to herein as the “Severance Package.”

e. Constructive Termination Without Cause.

i. Constructive Termination Without Cause shall mean a termination of the Executive’s employment at his initiative following the occurrence, without the Executive’s written consent, of one or more of the following events:

(A) a reduction in the Executive’s then current Base Salary;

(B) a material diminution in the Executive’s duties, title, responsibilities, authority as Chairman and Chief Executive Officer or the assignment to the Executive of duties which are materially inconsistent with his duties or which materially impair the Executive’s ability to function in his then current position; and

(C) a requirement by the Company that the Executive move his residence from the Los Angeles, California area, or from any other area to which he may have voluntarily moved with the Company’s prior written consent.

ii. In the event of a Constructive Termination Without Cause, the Executive shall be entitled to receive the Severance Package, including provisions and benefits applicable in a Change in Control (as defined below).

5. Payments Upon a Change in Control.

a. Definitions. For all purposes of this Section 5, the following terms shall have the meanings specified in this Section 5.1 unless the context clearly otherwise requires:

i. “Change in Control” means:

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(A) a merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Company’s incorporation;

(B) a stockholder approved sale, transfer or other disposition of all or substantially all of the assets of the Company;

(C) a transfer of all or substantially all of the Company’s assets pursuant to a partnership or joint venture agreement or similar arrangement where the Company’s resulting interest is less than fifty percent (50%);

(D) any reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company’s outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger;

(E) on or after the date hereof, a change in ownership of the Company through an action or series of transactions, such that any person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the securities of the combined voting power of the Company’s outstanding securities; or

(F) a majority of the members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of such appointment of election.

ii. “Termination Date” shall mean the date of receipt of a Notice of Termination of this Agreement or any later date specified therein.

iii. “Termination of Employment” shall mean the termination of the Executive’s actual employment relationship with the Company.

iv. “Termination Upon a Change in Control” shall mean a Termination of Employment upon or within two (2) years after a Change in Control initiated by the Company for any reason permitted under this Agreement, other than (i) the Executive’s disability, as described in Section 4.a. above, (ii) the Executive’s death, as described in Section 4.b. above or (iii) for Cause, as described in Section 4.c. above.

b. Notice of Termination. Any Termination Upon a Change in Control shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 13 below. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) briefly summarizes the facts and circumstances deemed to provide a basis for a Termination of Employment and the applicable provision hereof and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date (which date shall not be more than fifteen (15) days after the giving of such notice).

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c. Severance Compensation Upon Termination. In the event of the Executive’s Termination Upon a Change in Control, the Executive shall be entitled to receive the Severance Package. In such event, the Company shall have no further liability or obligation to the Executive for compensation under this Agreement except as otherwise specifically provided in this Agreement. A voluntary resignation by the Executive shall not be deemed a breach of this Agreement and shall not affect any rights of the Executive accrued through the date of such resignation.

6. Acceleration of Equity Incentives. As of the occurrence of the termination of the Executive’s employment by the Executive, in the event of a Constructive Termination Without Cause, or a Termination Upon a Change in Control, and notwithstanding any provision to the contrary in this Agreement or in the Entravision Communications Corporation 2004 Equity Incentive Plan (or any agreement entered into thereunder or any successor stock compensation plan or agreement thereunder), the Executive shall be entitled to the immediate vesting of, and the lapse of all restrictions applicable to, all unvested stock options and any other equity incentives awarded to the Executive on or after the Effective Date.

7. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any affiliate and for which the Executive may qualify; provided, however, that if the Executive becomes entitled to and receives all of the payments provided for in this Agreement, the Executive hereby waives his right to receive payments under any severance plan or similar program applicable to all employees of the Company.

8. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

9. Release. Receipt of the Severance Package pursuant to Sections 4.d., 4.e. or 5.c. shall be in lieu of all other amounts payable by the Company to the Executive and in settlement and complete release of all claims the Executive may have against the Company other than those arising pursuant to payment of the Severance Package. The Executive acknowledges and agrees that execution of the general release of claims in favor of the Company setting forth the terms of this Section 9 and otherwise reasonably acceptable to the Company and the Executive shall be a condition precedent to the Company’s obligation to pay the Severance Package to the Executive. The cash portion of the Severance Package shall be due and payable by the Company within thirty (30) days after applicable termination of employment.

10. Mitigation. There shall be no offset against amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that he may obtain.

11. Gross-Up Amounts. If, in the opinion of tax counsel selected by the Company and reasonably acceptable to the Executive, the Executive has received compensation hereunder which is subject to excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar federal, state or local tax that may hereafter be imposed

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(such excise tax, together with any associated interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), after taking into account all other “parachute payments” received or to be received on account of the relevant Change in Control that are required to be taken into account under Section 280G of the Code, then the Company shall pay to Executive an additional payment (the “Additional Amount”) in an amount such that after payment by Executive of all taxes (including federal, state and local income taxes, employment taxes, Excise Tax, and any interest or penalties imposed with respect to such taxes), including any taxes and Excise Tax imposed upon the Additional Amount, Executive retains a net amount of the Additional Amount equal to the Excise Tax imposed upon such payment or benefit. It is the intention of the parties that the Company provide Executive with a gross-up under the provisions of this Section 11 so that on a net after-tax basis, the result to Executive shall be the same as if the Excise Tax had not been imposed on such payment or benefit. In the event that amounts are paid to the Executive as Additional Amounts pursuant to this Section 11, and the amount of Excise Taxes payable by Executive are subsequently determined to be less than the amount taken into account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduced amount of taxes is finally determined, the portion of such Additional Amounts attributable to such reduction in the amount of such taxes plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the amount of taxes payable by the Executive under Section 4999 of the Code applicable to any compensation paid pursuant to this Agreement is subsequently determined to be in excess of the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the payment of any Additional Amounts), the Company shall make additional payments of Additional Amounts to the Executive in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess taxes) at the time such excess is finally determined.

12. Arbitration; Expenses.

a. In the event of any dispute under the provisions of this Agreement other than a dispute in which the sole relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by arbitration in the City of Los Angeles, California in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three arbitrators, two of whom shall be selected by the Company and the Executive, respectively, and the third of whom shall be selected by the other two arbitrators. Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The fees of the American Arbitration Association and the arbitrators and any expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) shall be paid as determined by the arbitrators.

b. In the event of an arbitration or lawsuit by either party to enforce the provisions of this Agreement following a Change in Control, if the Executive prevails on any material issue which is the subject of such arbitration or lawsuit, he shall be entitled to recover from the Company the reasonable costs, expenses and attorneys’ fees he has incurred attributable to such issue.

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13. Notices. Any notice required to be given hereunder shall be delivered personally, shall be sent by first class mail, postage prepaid, return receipt requested, by overnight courier, or by facsimile, to the respective parties at the addresses given below, which addresses may be changed by the parties by notice conforming to the requirements of this Agreement.

If to the Company:	Entravision Communications Corporation Attention: Philip C. Wilkinson 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404
With a required copy to:	Entravision Communications Corporation Attention: Michael G. Rowles, Esq. 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404
If to the Executive:	Walter F. Ulloa 15304 Sunset Boulevard, Suite 204 Pacific Palisades, California 90272

Any such notice deposited in the mail shall be conclusively deemed delivered to and received by the addressee four (4) days after deposit in the mail, if all of the foregoing conditions of notice shall have been satisfied. All facsimile communications shall be deemed delivered and received on the date of the facsimile, if (i) the transmittal form showing a successful transmittal is retained by the sender, and (ii) the facsimile communication is followed by mailing a copy thereof to the addressee of the facsimile in accordance with this section. Any communication sent by overnight courier shall be deemed delivered on the earlier of proof of actual receipt or the first day upon which the overnight courier will guarantee delivery.

14. Contents of Agreement; Amendment and Assignment.

a. This Agreement supersedes all prior agreements, including, without limitation, the Original Agreement, and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Company and executed on its behalf by a duly authorized officer.

b. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive hereunder are of a personal nature and shall not be assignable or delegable in whole or in part by the Executive.

15. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If

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any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

16. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

17. Beneficiaries; References. The Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

18. Captions. All section headings and captions used in this Agreement are for convenience only and shall in no way define, limit, extend or interpret the scope of this Agreement or any particular section hereof

19. Executed Counterparts. This Agreement may be executed in one or more counterparts, all of which when fully-executed and delivered by all parties hereto and taken together shall constitute a single agreement, binding against each of the parties. To the maximum extent permitted by law or by any applicable governmental authority, any document may be signed and transmitted by facsimile with the same validity as if it were an ink-signed document. Each signatory below represents and warrants by his signature that he is duly authorized (on behalf of the respective entity for which such signatory has acted) to execute and deliver this instrument and any other document related to this transaction, thereby fully binding each such respective entity.

20. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California without giving effect to any conflict of laws provisions.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

“Company”	ENTRAVISION COMMUNICATIONS CORPORATION,
	a Delaware corporation
	By:	/s/ Philip C. Wilkinson
		Philip C. Wilkinson
		President and Chief Operating Officer

“Executive”	/s/ Walter F. Ulloa
	Walter F. Ulloa

[Signature Page to Employment Agreement]

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EX-10.5

Exhibit 10.5

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is entered into as of October 11, 2005 and shall be effective as of August 1, 2005, by and between Entravision Communications Corporation, a Delaware corporation (together with its successors and assigns permitted under the Agreement, the “Company”), and Philip C. Wilkinson (the “Executive”) with reference to the following facts:

WHEREAS, the Executive has been employed pursuant to the terms of that certain Employment Agreement by and between the Company and the Executive dated as of August 1, 2000 (the “Original Agreement”).

WHEREAS, the term of the Original Agreement has expired.

WHEREAS, the Company and the Executive desire to enter into this Agreement to provide for the Executive’s continued employment by the Company, upon the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Employment. The Company hereby agrees to the Executive’s employment, and the Executive hereby accepts such employment and agrees to perform his duties and responsibilities in accordance with the terms and conditions hereinafter set forth.

a. Employment Term. The term of the Executive’s employment under this Agreement shall commence as of August 1, 2005 (the “Effective Date”) and shall continue until December 31, 2010, unless earlier terminated in accordance with Section 4 or Section 5 hereof. The period commencing as of the Effective Date and ending on December 31, 2010, or such later date to which the term of the Executive’s employment under the Agreement shall have been extended is hereinafter referred to as the “Employment Term.”

b. Duties and Responsibilities. The Executive shall serve as President and Chief Operating Officer of the Company. During the Employment Term, the Executive shall perform all duties and accept all responsibilities incident to such position or other appropriate duties as may be assigned to him by the Company’s Board of Directors (the “Board”). Except to attend to those business interests of the Executive set forth on Schedule 1.b. attached hereto and incorporated herein by this reference, the Executive shall devote his full productive time and best efforts to the performance of his duties and responsibilities under this Section 1.b.

c. Base Salary. For all of the services rendered by the Executive hereunder for the first calendar year following the Effective Date, the Company shall pay the Executive an annual base salary (“Base Salary”) of Eight Hundred Thousand Dollars ($800,000), payable in installments at such times as the Company shall pay its other senior level executives (but in any event no less often than monthly). The Executive’s Base Salary shall be reviewed annually prior to each of the first five (5) anniversaries of the Effective Date and, in the discretion of the Compensation Committee (“Compensation Committee”) of the Board, the Executive’s Base Salary may be increased. In reviewing increases in the Executive’s Base Salary, the

Compensation Committee shall consider factors including, but not limited to, the market for executives with skills and experience similar to those of the Executive, performance considerations, and the nature and extent of salary increases given to other employees of the Company during the prior year. In no event shall the Executive’s Base Salary be decreased to an amount less than Eight Hundred Thousand Dollars ($800,000) per annum.

d. Annual Bonus. In addition to the Base Salary provided for in Section 1.c. above, the Executive shall be eligible for an annual bonus (“Annual Bonus”) calculated as follows:

(i) For the calendar year ending December 31, 2005,

(A) an amount no less than fifty percent (50%) and up to and including seventy-five percent (75%) of the Executive’s then-current Base Salary, or such lesser amount as the Executive may request in his sole discretion, if the total Company annual growth rate of earnings before interest, taxes, depreciation and amortization as computed in accordance with generally accepted accounting principles (“EBITDA”) (pro forma as defined by the Compensation Committee) meets or exceeds no less than ten percent (10%) and up to and including fourteen percent (14%) over the previous calendar year, with the Executive’s Annual Bonus being prorated between the minimum and maximum Annual Bonus percentages set forth above for EBITDA (and pro forma) increases greater than ten percent (10%) but less than fourteen percent (14%) over the previous calendar year, plus

(B) any amount awarded to the Executive in the discretion of the Compensation Committee pursuant to Section 1.d.(iii) below.

(ii) For each calendar year during the Employment Term ending after December 31, 2005,

(A) an amount calculated pursuant to Section 1.d.(i)(A) above, unless the Compensation Committee shall have, in its discretion, established modified criteria for the calculation of the Executive’s Annual Bonus for any of such calendar years, in which case, in an amount calculated pursuant to such modified criteria, or such lesser amount as the Executive may request in his sole discretion, and, in any case, plus

(B) any amount awarded to the Executive in the discretion of the Compensation Committee pursuant to Section 1.d.(iii) below.

(iii) Up to twenty-five percent (25%) of the Executive’s then-current Base Salary, or such lesser amount as the Executive may request in his sole discretion, based upon the discretion of the Compensation Committee, taking into account achievement of operating and financial performance goals and the increase in stockholder value.

The Annual Bonus for any partial calendar year within the Employment Term shall be prorated and the EBITDA growth targets shall be adjusted proportionately. The Annual Bonus will be payable promptly after the issuance of the Company’s year-end audited financial statements.

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e. Stock Options. The Executive shall be eligible for grants of stock options, restricted stock and other equity incentives pursuant to the Entravision Communications Corporation 2004 Equity Incentive Plan (or any successor plan thereto) on the same terms applicable to the Company’s other executive officers.

f. Automobile Allowance. During the Employment Term, the Executive shall be entitled to receive a One Thousand Five Hundred Dollars ($1,500) monthly automobile allowance, payable monthly in advance, which shall include all costs attendant to the use of the automobile, including, without limitation, liability and property insurance coverage, costs of maintenance and fuel. Notwithstanding the foregoing, the amount of the monthly automobile allowance shall be reviewed by the Company annually.

g. Benefit Coverages. During the Employment Term, the Company shall provide medical and dental coverage for the Executive and the Executive’s dependents at no cost to the Executive. During such Employment Term, the Executive shall also be entitled to participate in all employee pension and welfare benefit plans and programs made available to the Company’s senior level executives as a group or to its employees generally, as such plans or programs may be in effect from time to time (the “Benefit Coverages”), including, without limitation, pension, profit sharing, savings and other retirement plans or programs, short-term and long- term disability and life insurance plans, accidental death and dismemberment protection and travel accident insurance.

h. Reimbursement of Expenses; Vacation; Residence. The Executive shall be provided with full and prompt reimbursement of expenses related to his employment by the Company (including mobile telephone usage) on a basis no less favorable than that which may be authorized from time to time by the Board, in its sole discretion, for senior level executives as a group, and entitled to not less than four (4) weeks vacation per year and holidays in accordance with the Company’s normal personnel policies. The Executive currently resides in the San Diego, California area, and the Company agrees that he shall not be required to relocate his residence from that area without his prior written consent (which may be withheld in his sole discretion), or from any other area to which he may voluntarily move with the Company’s prior written consent, during the Employment Term.

i. Tax Withholding. The Company may withhold from any compensation or other benefits payable under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling.

j. Life Insurance. The Company may obtain a “key man” term life insurance policy, or policies, on the life of the Executive in face amounts to be determined by the Company. The Company shall be the owner and beneficiary of such life insurance policy; provided, however, Executive may designate personal beneficiary(ies) for up to fifty percent (50%) of the proceeds of such life insurance policy and upon the termination of the Executive’s employment with the Company for any reason, the Company shall, upon the Executive’s request, assign such life insurance to the Executive, subject to the Executive’s option to maintain such life insurance after the Employment Term. The Executive agrees to submit to a physical examination at any reasonable time requested by the Company for the purpose of obtaining life

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insurance on the life of the Executive; provided, however, that the Company shall bear the entire cost of such examination.

2. Indemnification; Insurance. The Company shall indemnify the Executive to the fullest extent allowed by applicable law pursuant to that certain Indemnification Agreement dated as of August 1, 2000 by and between the Company and the Executive, as the same may be amended from time to time. The Executive shall be covered by the Company’s directors’ and officers’ liability insurance policy, if any.

3. Proprietary Information; Non-Compete.

a. Confidential Information. The Executive recognizes and acknowledges that by reason of his employment by and service to the Company during and, if applicable, after the Employment Term, he has had and will continue to have access to certain confidential and proprietary information relating to the Company’s business (“Confidential Information”). The Executive covenants that he will not, unless expressly authorized in writing by the Company, at any time during the course of his employment divulge or disclose any Confidential Information to any person, firm or corporation except in connection with the performance of his duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. The Executive also covenants that at any time after the termination of such employment, directly or indirectly, he will not divulge or disclose any Confidential Information to any person, firm or corporation, unless such information is in the public domain through no fault of the Executive or except when required to do so by law. All written Confidential Information (including, without limitation, in any computer or other electronic format) which comes into the Executive’s possession during the course of his employment shall remain the property of the Company. Except as required in the performance of the Executive’s duties for the Company, or unless expressly authorized in writing by the Company, the Executive shall not remove any written Confidential Information from the Company’s premises, except in connection with the performance of his duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Upon termination of the Executive’s employment, the Executive agrees immediately to return to the Company all written Confidential Information in his possession.

b. Non-Compete; Non-Solicitation. Except for those existing business activities set forth on Schedule 1.b. attached hereto, the Executive shall not engage in, independently or with others, any business activity of any type or description that is in competition with the Company. Notwithstanding the foregoing, the Executive may own securities of publicly traded or private companies competitive with the business of the Company so long as such shares do not constitute five percent (5%) or more of the outstanding securities of any such company. The Executive further agrees that for as long as this Agreement remains in effect and for a period of twelve (12) months after the termination of this Agreement by the Company or by the Executive, in each case for any reason whatsoever or for no reason whatsoever, the Executive will not induce or attempt to induce, directly or indirectly, any person to leave his or her employment with the Company.

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4. Termination. The Employment Term shall terminate upon the occurrence of any one of the following events:

a. Disability. The Company may terminate the Employment Term if the Executive is unable substantially to perform his duties and responsibilities hereunder to the full extent required by the Company by reason of illness, injury or incapacity for six (6) consecutive months, or for more than six (6) months in the aggregate during any period of twelve (12) calendar months. In the event of such termination, the Company shall pay the Executive his Base Salary through the date of such termination. In addition, the Executive shall be entitled to the following: (i) a pro rata Annual Bonus for the year of termination; (ii) any other amounts earned, accrued or owing but not yet paid under Section 1 above; (iii) continued participation for the remaining Employment Term in those Benefit Coverages in which he was participating on the date of termination which, by their terms, permit a former employee to participate; and (iv) any other benefits in accordance with applicable plans and programs of the Company. In such event, the Company shall have no further liability or obligation to the Executive for compensation under this Agreement except as otherwise specifically provided in this Agreement. The Executive agrees, in the event of a dispute under this Section 4.a., to submit to a physical examination by a licensed physician selected by the Company. The Company agrees that the Executive shall have the right to have his personal physician present at any examination conducted by the physician selected by the Company.

b. Death. The Employment Term shall terminate in the event of the Executive’s death. In such event, the Company shall pay to the Executive’s executors, legal representatives or administrators, as applicable, the Executive’s Base Salary through the date of such termination. In addition, the Executive’s estate shall be entitled to: (i) any other benefits in accordance with applicable plans and programs of the Company; and (ii) any death benefit payable to the Executive’s estate under any key man insurance policy maintained by the Company and in effect at the time of Executive’s death or, if no such benefit is available or exists, the Severance Package (as defined below), including provisions and benefits applicable in a Change in Control (as defined below). The Company shall have no further liability or obligation under this Agreement to his executors, legal representatives, administrators, heirs or assigns or any other person claiming under or through him except as otherwise specifically provided in this Agreement.

c. Cause. The Company may terminate the Employment Term, at any time, for “Cause,” in which event all payments under this Agreement shall cease, except for Base Salary to the extent already accrued. For purposes of this Agreement, the Executive’s employment may be terminated for “Cause” (i) immediately if the Executive is convicted of a felony or (ii) following the determination by the Board (without the Executive’s participation) that the Executive has engaged in intentional fraud, intentional misconduct or intentional misappropriation of Company assets.

d. Termination by the Company Without Cause. The Company may terminate the Employment Term, at any time, without Cause. In the event the Executive is terminated without Cause, the Executive shall be entitled to receive:

(i) any amounts earned, accrued or owing but not yet paid pursuant to Section 1 above; and

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(ii) a lump sum severance payment in an aggregate amount equal to the sum of two (2) times the Executive’s then-current Base Salary plus two (2) times the amount of the Executive’s average Annual Bonus for the three (3) years preceding such termination without Cause; provided, however, if the termination without Cause follows a Change in Control, the Executive shall be entitled to receive a lump sum severance payment in an aggregate amount equal to the sum of three (3) times the Executive’s then-current Base Salary plus three (3) times the amount of the Executive’s average Annual Bonus for the three (3) years preceding such termination without Cause; and

(iii) a continuation of all Benefit Coverages for which the Executive is eligible to participate as of the Termination Date in a fashion which is similar to those which the Executive is receiving immediately prior to the Termination Date for a period of two (2) years after such termination without Cause; and

(iv) immediate vesting of, and the lapse of all restrictions applicable to, all unvested stock options and any other equity incentives awarded to the Executive prior to the Effective Date.

Amounts payable and benefits to be received pursuant to subsections (i), (ii), (iii) and (iv) of the preceding sentence will be collectively referred to herein as the “Severance Package.”

e. Constructive Termination Without Cause.

i. Constructive Termination Without Cause shall mean a termination of the Executive’s employment at his initiative following the occurrence, without the Executive’s written consent, of one or more of the following events:

(A) a reduction in the Executive’s then current Base Salary;

(B) a material diminution in the Executive’s duties, title, responsibilities, authority as President and Chief Operating Officer or the assignment to the Executive of duties which are materially inconsistent with his duties or which materially impair the Executive’s ability to function in his then current position; and

(C) a requirement by the Company that the Executive move his residence from the San Diego, California area, or from any other area to which he may have voluntarily moved with the Company’s prior written consent.

ii. In the event of a Constructive Termination Without Cause, the Executive shall be entitled to receive the Severance Package, including provisions and benefits applicable in a Change in Control (as defined below).

5. Payments Upon a Change in Control.

a. Definitions. For all purposes of this Section 5, the following terms shall have the meanings specified in this Section 5.1 unless the context clearly otherwise requires:

i. “Change in Control” means:

(A) a merger or acquisition in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the state of the Company’s incorporation;

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(B) a stockholder approved sale, transfer or other disposition of all or substantially all of the assets of the Company;

(C) a transfer of all or substantially all of the Company’s assets pursuant to a partnership or joint venture agreement or similar arrangement where the Company’s resulting interest is less than fifty percent (50%);

(D) any reverse merger in which the Company is the surviving entity but in which fifty percent (50%) or more of the Company’s outstanding voting stock is transferred to holders different from those who held the stock immediately prior to such merger;

(E) on or after the date hereof, a change in ownership of the Company through an action or series of transactions, such that any person is or becomes the beneficial owner, directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the securities of the combined voting power of the Company’s outstanding securities; or

(F) a majority of the members of the Board are replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of such appointment of election.

ii. “Termination Date” shall mean the date of receipt of a Notice of Termination of this Agreement or any later date specified therein.

iii. “Termination of Employment” shall mean the termination of the Executive’s actual employment relationship with the Company.

iv. “Termination Upon a Change in Control” shall mean a Termination of Employment upon or within two (2) years after a Change in Control initiated by the Company for any reason permitted under this Agreement, other than (i) the Executive’s disability, as described in Section 4.a. above, (ii) the Executive’s death, as described in Section 4.b. above or (iii) for Cause, as described in Section 4.c. above.

b. Notice of Termination. Any Termination Upon a Change in Control shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 13 below. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) briefly summarizes the facts and circumstances deemed to provide a basis for a Termination of Employment and the applicable provision hereof and (iii) if the Termination Date is other than the date of receipt of such notice, specifies the Termination Date (which date shall not be more than fifteen (15) days after the giving of such notice).

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c. Severance Compensation Upon Termination. In the event of the Executive’s Termination Upon a Change in Control, the Executive shall be entitled to receive the Severance Package. In such event, the Company shall have no further liability or obligation to the Executive for compensation under this Agreement except as otherwise specifically provided in this Agreement. A voluntary resignation by the Executive shall not be deemed a breach of this Agreement and shall not affect any rights of the Executive accrued through the date of such resignation.

6. Acceleration of Equity Incentives. As of the occurrence of the termination of the Executive’s employment by the Executive, in the event of a Constructive Termination Without Cause, or a Termination Upon a Change in Control, and notwithstanding any provision to the contrary in this Agreement or in the Entravision Communications Corporation 2004 Equity Incentive Plan (or any agreement entered into thereunder or any successor stock compensation plan or agreement thereunder), the Executive shall be entitled to the immediate vesting of, and the lapse of all restrictions applicable to, all unvested stock options and any other equity incentives awarded to the Executive on or after the Effective Date.

7. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Executive’s continuing or future participation in or rights under any benefit, bonus, incentive or other plan or program provided by the Company or any affiliate and for which the Executive may qualify; provided, however, that if the Executive becomes entitled to and receives all of the payments provided for in this Agreement, the Executive hereby waives his right to receive payments under any severance plan or similar program applicable to all employees of the Company.

8. Survivorship. The respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s employment to the extent necessary to the intended preservation of such rights and obligations.

9. Release. Receipt of the Severance Package pursuant to Sections 4.d., 4.e. or 5.c. shall be in lieu of all other amounts payable by the Company to the Executive and in settlement and complete release of all claims the Executive may have against the Company other than those arising pursuant to payment of the Severance Package. The Executive acknowledges and agrees that execution of the general release of claims in favor of the Company setting forth the terms of this Section 9 and otherwise reasonably acceptable to the Company and the Executive shall be a condition precedent to the Company’s obligation to pay the Severance Package to the Executive. The cash portion of the Severance Package shall be due and payable by the Company within thirty (30) days after applicable termination of employment.

10. Mitigation. There shall be no offset against amounts due the Executive under this Agreement on account of any remuneration attributable to any subsequent employment that he may obtain.

11. Gross-Up Amounts. If, in the opinion of tax counsel selected by the Company and reasonably acceptable to the Executive, the Executive has received compensation hereunder which is subject to excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar federal, state or local tax that may hereafter be imposed

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(such excise tax, together with any associated interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), after taking into account all other “parachute payments” received or to be received on account of the relevant Change in Control that are required to be taken into account under Section 280G of the Code, then the Company shall pay to Executive an additional payment (the “Additional Amount”) in an amount such that after payment by Executive of all taxes (including federal, state and local income taxes, employment taxes, Excise Tax, and any interest or penalties imposed with respect to such taxes), including any taxes and Excise Tax imposed upon the Additional Amount, Executive retains a net amount of the Additional Amount equal to the Excise Tax imposed upon such payment or benefit. It is the intention of the parties that the Company provide Executive with a gross-up under the provisions of this Section 11 so that on a net after-tax basis, the result to Executive shall be the same as if the Excise Tax had not been imposed on such payment or benefit. In the event that amounts are paid to the Executive as Additional Amounts pursuant to this Section 11, and the amount of Excise Taxes payable by Executive are subsequently determined to be less than the amount taken into account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduced amount of taxes is finally determined, the portion of such Additional Amounts attributable to such reduction in the amount of such taxes plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the amount of taxes payable by the Executive under Section 4999 of the Code applicable to any compensation paid pursuant to this Agreement is subsequently determined to be in excess of the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the payment of any Additional Amounts), the Company shall make additional payments of Additional Amounts to the Executive in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess taxes) at the time such excess is finally determined.

12. Arbitration; Expenses.

a. In the event of any dispute under the provisions of this Agreement other than a dispute in which the sole relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by arbitration in the City of Los Angeles, California in accordance with the commercial arbitration rules then in effect of the American Arbitration Association, before a panel of three arbitrators, two of whom shall be selected by the Company and the Executive, respectively, and the third of whom shall be selected by the other two arbitrators. Any award entered by the arbitrators shall be final, binding and non-appealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The fees of the American Arbitration Association and the arbitrators and any expenses relating to the conduct of the arbitration (including reasonable attorneys’ fees and expenses) shall be paid as determined by the arbitrators.

b. In the event of an arbitration or lawsuit by either party to enforce the provisions of this Agreement following a Change in Control, if the Executive prevails on any material issue which is the subject of such arbitration or lawsuit, he shall be entitled to recover from the Company the reasonable costs, expenses and attorneys’ fees he has incurred attributable to such issue.

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13. Notices. Any notice required to be given hereunder shall be delivered personally, shall be sent by first class mail, postage prepaid, return receipt requested, by overnight courier, or by facsimile, to the respective parties at the addresses given below, which addresses may be changed by the parties by notice conforming to the requirements of this Agreement.

If to the Company:	Entravision Communications Corporation Attention: Walter F. Ulloa 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404
With a required copy to:	Entravision Communications Corporation Attention: Michael G. Rowles, Esq. 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404
If to the Executive:	Philip C. Wilkinson Post Office Box 2630 Rancho Santa Fe, California 92067

Any such notice deposited in the mail shall be conclusively deemed delivered to and received by the addressee four (4) days after deposit in the mail, if all of the foregoing conditions of notice shall have been satisfied. All facsimile communications shall be deemed delivered and received on the date of the facsimile, if (i) the transmittal form showing a successful transmittal is retained by the sender, and (ii) the facsimile communication is followed by mailing a copy thereof to the addressee of the facsimile in accordance with this section. Any communication sent by overnight courier shall be deemed delivered on the earlier of proof of actual receipt or the first day upon which the overnight courier will guarantee delivery.

14. Contents of Agreement; Amendment and Assignment.

a. This Agreement supersedes all prior agreements, including, without limitation, the Original Agreement, and sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment approved by the Company and executed on its behalf by a duly authorized officer.

b. All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive hereunder are of a personal nature and shall not be assignable or delegable in whole or in part by the Executive.

15. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect any other provision or application of this Agreement which can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction. If

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any provision is held void, invalid or unenforceable with respect to particular circumstances, it shall nevertheless remain in full force and effect in all other circumstances.

16. Remedies Cumulative; No Waiver. No remedy conferred upon a party by this Agreement is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by a party in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, and any such right, remedy or power may be exercised by such party from time to time and as often as may be deemed expedient or necessary by such party in its sole discretion.

17. Beneficiaries; References. The Executive shall be entitled, to the extent permitted under any applicable law, to select and change a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

18. Captions. All section headings and captions used in this Agreement are for convenience only and shall in no way define, limit, extend or interpret the scope of this Agreement or any particular section hereof

19. Executed Counterparts. This Agreement may be executed in one or more counterparts, all of which when fully-executed and delivered by all parties hereto and taken together shall constitute a single agreement, binding against each of the parties. To the maximum extent permitted by law or by any applicable governmental authority, any document may be signed and transmitted by facsimile with the same validity as if it were an ink-signed document. Each signatory below represents and warrants by his signature that he is duly authorized (on behalf of the respective entity for which such signatory has acted) to execute and deliver this instrument and any other document related to this transaction, thereby fully binding each such respective entity.

20. Governing Law. This Agreement shall be governed by and interpreted under the laws of the State of California without giving effect to any conflict of laws provisions.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.

“Company”	ENTRAVISION COMMUNICATIONS CORPORATION a Delaware corporation
	By:	/s/ Walter F. Ulloa
		Walter F. Ulloa
		Chairman and Chief Executive Officer
“Executive”	/s/ Philip C. Wilkinson
	Philip C. Wilkinson

[Signature Page to Employment Agreement]

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EX-31.1

EXHIBIT 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Walter F. Ulloa, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Entravision Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005

/s/ WALTER F. ULLOA

Walter F. Ulloa

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

and Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, John F. DeLorenzo, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Entravision Communications Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 9, 2005

/s/ JOHN F. DELORENZO

John F. DeLorenzo

Chief Financial Officer

EX-32

EXHIBIT 32

Certification of Periodic Financial Report by the Chief Executive Officer and

Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Solely for the purposes of complying with 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, we, the undersigned Chief Executive Officer and Chief Financial Officer of Entravision Communications Corporation (the “Company”), hereby certify, based on our knowledge, that the Quarterly Report on Form 10-Q of the Company for the quarter ended September 30, 2005 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 9, 2005	/s/ WALTER F. ULLOA
	Walter F. Ulloa Chief Executive Officer

Date: November 9, 2005	/s/ JOHN F. DELORENZO
	John F. DeLorenzo Chief Financial Officer