10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

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

For the Fiscal Year Ended December 31, 2012

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, including zip code)

Registrant’s telephone number, including area code: (310) 447-3870

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Class A Common Stock	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2012 was approximately $76,622,434 (based upon the closing price for shares of the registrant’s Class A common stock as reported by The New York Stock Exchange for the last trading date prior to that date).

As of March 1, 2013, there were 54,861,160 shares, $0.0001 par value per share, of the registrant’s Class A common stock outstanding, 22,188,161 shares, $0.0001 par value per share, of the registrant’s Class B common stock outstanding and 9,352,729 shares, $0.0001 par value per share, of the registrant’s Class U common stock outstanding.

Portions of the registrant’s Proxy Statement for the 2012 Annual Meeting of Stockholders scheduled to be held on May 30, 2012 are incorporated by a reference in Part III hereof.

ENTRAVISION COMMUNICATIONS CORPORATION

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2012

TABLE OF CONTENTS

PART I

		Page
ITEM 1.	BUSINESS		2
ITEM 1A.	RISK FACTORS		26
ITEM 1B.	UNRESOLVED STAFF COMMENTS		37
ITEM 2.	PROPERTIES		37
ITEM 3.	LEGAL PROCEEDINGS		37
ITEM 4.	MINE SAFETY DISCLOSURES		37
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		38
ITEM 6.	SELECTED FINANCIAL DATA		41
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		43
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		66
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		66
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		67
ITEM 9A.	CONTROLS AND PROCEDURES		67
ITEM 9B.	OTHER INFORMATION		70
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		71
ITEM 11.	EXECUTIVE COMPENSATION		71
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		71
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		71
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		71
PART IV
ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES		72
SIGNATURES			77
POWER OF ATTORNEY			77

i

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. 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 our debt instruments, including the indenture governing our $324 million aggregate principal amount of 8.750% senior secured first lien notes due 2017, or the Notes, and the amended and restated agreement dated as of December 20, 2012, or the amended Credit Agreement, which governs our credit facility, the terms of which restrict certain aspects of the operation of our business;

• our continued compliance with all of our obligations, including financial covenants and ratios, under the indenture governing the Notes, or the Indenture, and the amended Credit Agreement;

• cancellations or reductions of advertising due to the current economic environment or otherwise;

• advertising rates remaining constant or decreasing;

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

• the impact on our business, if any, as a result of changes in the way market share is measured by third parties;

• our relationship with Univision Communications Inc., or Univision;

• the extent to which we continue to generate revenue under retransmission consent agreements;

• subject to restrictions contained in the Indenture and the amended Credit Agreement, the overall success of our acquisition strategy, which historically has included developing media clusters in key U.S. Hispanic markets, and the integration of any acquired assets with our existing business;

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

• continued economic uncertainty;

• the impact of any potential future impairment of our assets;

• risks related to changes in accounting interpretations; and

• the impact, including additional costs, of mandates and other obligations that may be imposed upon us as a result of new federal healthcare laws.

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 “Risk Factors,” beginning at page 26 below.

1

ITEM 1. BUSINESS

The discussion of our business is as of the date of filing this report, unless otherwise indicated.

Overview

Introduction

Entravision Communications Corporation and its wholly-owned subsidiaries, or Entravision, is a diversified Spanish-language media company utilizing a combination of television and radio operations, together with mobile, digital and other interactive media platforms, to reach Hispanic consumers across the United States, as well as the border markets of Mexico. With the purchase of Univision in 2007 by a private equity consortium, we believe that we are now the largest independent public media company focused principally on the U.S. Hispanic audience.

We own and/or operate 56 primary television stations located primarily in California, Colorado, Connecticut, Florida, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. Entravision is the largest affiliate group of both the top-ranked Univision television network and Univision’s UniMás network, with television stations in 19 of the nation’s top 50 U.S. Hispanic markets. Univision’s primary network is the most watched television network (English- or Spanish-language) among U.S. Hispanic households during primetime. Univision is a key source of programming for our television broadcasting business and we consider it to be a valuable strategic partner of ours. For a more complete discussion of our relationship with Univision, please see “Our Relationship with Univision” and “Television – Television Programming” below and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Overview”; and for a discussion of various risks related to our relationship with Univision, please see “Risk Factors.”

We also own and operate one of the largest groups of primarily Spanish-language radio stations in the United States and a national sales representation firm. We own and operate 49 radio stations in 19 U.S. markets. Our radio stations consist of 38 FM and 11 AM stations located in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.

We generate revenue primarily from sales of national and local advertising time on television and radio stations, and from retransmission consent agreements that are entered into with Multichannel Video Programming Distributors, or MVPDs. 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. 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 industry and are due primarily to variations in advertising expenditures by both local and national advertisers. In addition, advertising revenue is generally higher during even-numbered years resulting from political advertising and every four years resulting from advertising aired during the World Cup (2010 and 2014).

We refer to the revenue generated by agreements with MVPDs as retransmission consent revenue, which represents payments from MVPDs for access to our television station signals so that they may rebroadcast our signals and charge their subscribers for this programming. We recognize retransmission consent revenue when it is accrued pursuant to the agreements we have entered into with respect to such revenue.

Our net revenue for the year ended December 31, 2012 was approximately $223.3 million. Of that amount, revenue generated by our television segment accounted for approximately 70% and revenue generated by our radio segment accounted for approximately 30%.

2

Our primary expenses are employee compensation, including commissions paid to our sales staff and amounts paid to our national representative firms, as well as expenses for marketing, promotion and selling, technical, local programming, engineering, 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.

Our principal executive offices are located at 2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404, and our telephone number is (310) 447-3870. Our corporate website is www.entravision.com.

We were organized as a Delaware limited liability company in January 1996 to combine the operations of our predecessor entities. On August 2, 2000, we completed a reorganization from a limited liability company to a Delaware corporation. On August 2, 2000, we also completed an initial public offering of our Class A common stock, which is listed on The New York Stock Exchange under the trading symbol “EVC.”

The Hispanic Market Opportunity in the United States

Our media assets target densely-populated and fast-growing Hispanic markets in the United States. We operate media properties in 15 of the 20 highest-density U.S. Hispanic markets. In addition, among the top 25 U.S. Hispanic markets, we operate media properties in 14 of the 20 fastest-growing markets. Despite the current uncertain economic environment, we believe that targeting the U.S. Hispanic market will translate into revenue growth in the future for the following reasons:

• U.S. Hispanic Population Growth. Our audience consists primarily of Hispanics, one of the fastest-growing segments of the U.S. population and, by current U.S. Census Bureau estimates, now the largest minority group in the United States. Almost 52 million Hispanics live in the United States, accounting for over 16% of the total U.S. population. The overall Hispanic population is growing at over eight times the rate of the non-Hispanic population and is expected to grow to 85 million, or approximately 23% of the total U.S. population, by 2030. Approximately 68% of the total future growth in the U.S. population through 2030 is expected to come from the Hispanic community.

• Spanish-Language Use. Approximately 76% of Hispanics age five and over in the United States speak some Spanish at home. The number of U.S. Hispanics that speak some Spanish at home is expected to grow from 34.3 million in 2010 to 56.6 million in 2030.

• Increasing U.S. Hispanic Buying Power. The U.S. Hispanic population is estimated to have accounted for total consumer expenditures of over $806 billion in 2010, an increase of 21% since 2005. Hispanics are expected to account for over $1 trillion in consumer expenditures by 2015, and by 2025 Hispanics are expected to account for approximately $2 trillion in consumer expenditures, or 14% of total U.S. consumer spending. Hispanic buying power is expected to grow at nearly three times the rate of the Hispanic population growth by 2025.

• Attractive Profile of U.S. Hispanic Consumers. We believe that the demographic profile of the U.S. Hispanic audience makes it attractive to advertisers. We believe that the larger average size and younger average age of Hispanic households (averaging 3.4 persons and 29.3 years of age as compared to the U.S. non-Hispanic averages of 2.4 persons and 40.9 years of age) lead Hispanics to spend more per household on many categories of goods and services. Although the average U.S. Hispanic household has less disposable income than the average U.S. household, the average U.S. Hispanic household spends 7% more per year than the average U.S. non-Hispanic household on food at home, 80% more on children’s clothing, 48% more on footwear, 29% more on laundry and household cleaning products and 23% more on mobile telephones. We expect Hispanics to continue to account for a disproportionate share of growth in spending nationwide in many important consumer categories as the U.S. Hispanic population and its disposable income continue to grow.

• Spanish-Language Advertising. Over $5.7 billion of total advertising expenditures in the United States were placed with Spanish-language media in 2011, the most recent year for which we have such data, of which approximately 89% was placed with Spanish-language television and radio advertising.

3

Business Strategy

We seek to increase our revenue through the following strategies:

Effectively Use Our Networks and Media Brands. We are the largest affiliate group of both the top-ranked Univision primary television network and Univision’s UniMás network. According to Univision, its primary network posted primetime audience increases of approximately 1% among adults 18-49 years of age during the November 2012 sweeps period as compared to the November 2011 sweeps period, while English-language broadcast networks reported double-digit audience declines. Univision’s primary network, together with its UniMás network, represented approximately a 74% share of the U.S. Spanish-language network television prime time audience of adults 18-49 years of age as of November 2012. Univision makes its networks’ Spanish-language programming available to our television stations 24 hours a day, including a prime time schedule on its primary network of substantially all first-run programming throughout the year.

We believe that the breadth and diversity of Univision’s programming, combined with our local news and community-oriented segments, provide us with an advantage over other Spanish-language and English-language broadcasters in reaching U.S. Hispanic viewers. Our local content is designed to brand each of our stations as the best source for relevant community information that accurately reflects local interests and needs.

We operate our radio network using four formats designed to appeal to different listener tastes. We format the programming of our network and radio stations in an effort to capture a substantial share of the U.S. Hispanic audience in each of our radio markets. In markets where competing stations already offer programming similar to our network formats, or where we otherwise identify an available niche in the marketplace, we run alternative programming that we believe will appeal to local listeners.

Invest in Media Research and Sales. We believe that continued use of industry-accepted ratings and surveys will allow us further to increase our advertising rates. We use standard industry ratings and surveys from third parties, including Nielsen Media Research and Arbitron to provide a more accurate measure of consumers. We believe that our focused research and sales efforts will enable us to continue to achieve significant revenue and cash flow growth.

Continue to Benefit from Strong Management. We believe that we have one of the most experienced management teams in the industry. Walter Ulloa, our co-founder, Chairman and Chief Executive Officer and Jeffery Liberman, our Chief Operating Officer, have an average of more than 30 years of media experience. We intend to retain our key management personnel and capitalize on their knowledge and experience in the Spanish-language markets.

Emphasize Local Content, Programming and Community Involvement. We believe that local content and service to the community in each of our markets is an important part of building our brand identity within those markets. By combining our local news, local content and quality network programming, we believe that we have a significant competitive advantage. We also believe that our active community involvement, including station remote broadcasting appearances at client events, concerts and tie-ins to major events, helps to build station awareness and identity as well as viewer and listener loyalty.

Take Advantage of Market Cross-Selling and Cross-Promotion. We believe that our uniquely diversified media asset portfolio provides us with a competitive advantage in targeting the U.S. Hispanic consumer. In many of our markets, we offer advertisers the ability to reach potential customers through a combination of television and radio. Currently, we operate some combination of television and radio in 11 markets. Where possible, we also combine our television and radio operations to create synergies and achieve cost savings.

Target Other Attractive U.S. Hispanic Markets and Fill-In Acquisitions. We believe that our knowledge of, and experience with, the U.S. Hispanic marketplace will enable us to identify acquisitions in the television and radio markets. Since our inception, we have used our management expertise, programming, local involvement

4

and brand identity to improve our acquired media properties. Please see “Acquisition and Disposition Strategies” below. However, we are currently subject to certain limitations on acquisitions under the terms of the Indenture and the amended Credit Agreement. Please see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” below.

Acquisition and Disposition Strategies

Historically, our acquisition strategy has been focused on increasing our presence in those markets in which we already compete, as well as expanding our operations into U.S. Hispanic markets where we do not own properties. We have targeted fast-growing and high-density U.S. Hispanic markets. These have included many markets in the southwestern United States, including Texas, California and various other markets along the United States/Mexican border. In addition, we have pursued other acquisition opportunities in key strategic markets, or those which otherwise supported our long-term growth plans.

One of our goals has been to create and grow media “clusters” within these target markets, featuring both Univision and UniMás television stations, together with a strong radio presence. We believe that these clusters provide unique cross- selling and cross-promotional opportunities, making Entravision an attractive option for advertisers wishing to reach the U.S. Hispanic consumer. Accordingly, in addition to targeting stations in U.S. Hispanic markets where we do not own properties, we have focused on potential acquisitions of additional stations in our existing markets, particularly radio stations in those markets where we currently have only television stations.

We are subject to certain limitations on acquisitions under the terms of the Indenture and the amended Credit Agreement. We cannot at this time determine the effect that these limitations will have on our acquisition strategy or our overall business. Please see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” below.

In addition, we periodically review our portfolio of media properties and, from time to time, seek to divest non-core assets in markets where we do not see the opportunity to grow to scale and build out clusters. We are subject to certain limitations on divestitures under the terms of the amended Credit Agreement. We cannot at this time determine the effect that these limitations will have on our disposition strategy or our overall business. Please see “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources”.

We have a history of net losses in some years and net income in other years that may impact, among other things, our ability to implement our growth strategies. We had net income of approximately $13.6 million for the year ended December 31, 2012 and net losses of approximately $8.2 million, and $18.1 million for the years ended December 31, 2011 and 2010, respectively.

Our Relationship with Univision

Substantially all of our television stations are Univision- or UniMás-affiliated television stations. Our network affiliation agreements, as amended, with Univision provide certain of our owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. These long-term affiliation agreements each expire in 2021, and can be renewed for multiple, successive two-year terms at Univision’s option, subject to our consent. Under the network affiliation agreements, we generally retain the right to sell approximately six minutes per hour of the available advertising time on Univision’s primary network, and approximately four and a half minutes per hour of the available advertising time on the UniMás network. Those allocations are subject to adjustment from time to time by Univision.

Under the network affiliation agreements, Univision acts as our exclusive sales representative for the sale of national advertising on our Univision- and UniMás-affiliate television stations, and we pay certain sales representation fees to Univision relating to sales of all advertising for broadcast on our Univision- and UniMás-affiliate television stations.

5

We also generate revenue under two marketing and sales agreements with Univision, which give us the right through 2021 to manage the marketing and sales operations of Univision-owned UniMás and Univision affiliates in six markets—Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C.

In August 2008, we entered into a proxy agreement with Univision pursuant to which we granted to Univision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals for a term of six years, expiring in December 2014. Among other things, the proxy agreement provides terms relating to compensation to be paid to us by Univision with respect to retransmission consent agreements entered into with MVPDs. During the years ended December 31, 2012 and 2011, retransmission consent revenue accounted for approximately $20.2 million and $17.1 million, respectively.

Univision currently owns approximately 10% of our common stock on a fully-converted basis. As of December 31, 2005, Univision owned 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, or DOJ, pursuant to which Univision agreed, among other things, to ensure that its percentage ownership of our company would not exceed 10% by March 26, 2009. In January 2006, we sold the assets of radio stations KBRG-FM and KLOK-AM, serving the San Francisco/San Jose, California market, to Univision for $90 million. Univision paid the full amount of the purchase price in the form of approximately 12.6 million shares of our Class U common stock held by Univision. Subsequently, in 2006, we repurchased 7.2 million shares of our Class U common stock held by Univision for $52.5 million. In February 2008, we repurchased 1.5 million shares of Class U common stock held by Univision for $10.4 million. In May 2009, we repurchased an additional 0.9 million shares of Class A common stock held by Univision for $0.5 million.

The Company’s Class U common stock held by Univision 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 of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision.

Television

Overview

We own and/or operate Univision-affiliated television stations in 24 markets, including 19 of the top 50 Hispanic markets in the United States. Our television operations are the largest affiliate group of the Univision networks. Univision’s primary network is the leading Spanish-language network in the United States, reaching approximately 96% of all U.S. Hispanic households, and is the most watched television network (English- or Spanish-language) among U.S. Hispanic households during prime time. Univision’s primary network, together with its UniMás network, represent approximately a 74% share of the U.S. Spanish-language network television prime time audience of adults 18-49 years of age as of November 2012. We operate both Univision and UniMás affiliates in 20 of our 24 television markets. Univision’s networks make their Spanish-language programming available to our Univision-affiliated stations 24 hours a day, seven days a week. Univision’s prime time schedule on its primary network consists of substantially all first-run programming throughout the year.

Television Programming

Univision Primary Network Programming. Univision directs its programming primarily toward a young, family-oriented audience. It begins daily with Despierta America, a drama show and another talk show, Monday through Friday, followed by novelas. In the late afternoon and early evening, Univision offers an entertainment

6

magazine, a news magazine and national news, in addition to local news produced by our television stations. During prime time, Univision airs novelas, as well as specials. Prime time is followed by late news. Overnight programming consists primarily of repeats of programming aired previously on the network. Weekend daytime programming begins with children’s programming, and is generally followed by sports, reality, comedy shows and movies.

Approximately eight to ten hours of programming per weekday, including a substantial portion of weekday prime time, are currently programmed with novelas supplied primarily by Grupo Televisa, S.A. de C.V., or Televisa, and Corporacion Venezolana de Television, C.A., or Venevision. Although novelas have been compared to daytime soap operas on ABC, NBC or CBS, the differences are significant. Novelas, originally developed as serialized books, have a beginning, middle and end, generally run five days per week and conclude four to eight months after they begin. Novelas also have a much broader audience appeal than soap operas, delivering audiences that contain large numbers of men, children and teens, in addition to women.

UniMás Network Programming. Univision’s other 24-hour general-interest Spanish-language broadcast network, UniMás, is programmed to meet the diverse preferences of the multi-faceted U.S. Hispanic community. UniMás’s programming includes sports (including boxing, soccer and a nightly wrap-up at 11 p.m. similar to ESPN’s programming), movies (including a mix of English-language movies translated into Spanish) and novelas not run on Univision’s primary network, as well as reruns of popular novelas broadcast on Univision’s primary network.

Entravision Local Programming. We believe that our local news brands our stations in our television markets. We shape our local news to relate to and inform our audiences. In 12 of our television markets, our early local news is ranked first or second among competing local newscasts regardless of language in its designated time slot among adults 18-34 years of age. We have made substantial investments in people and equipment in order to provide our local communities with quality newscasts. Our local newscasts have won numerous awards, and we strive to be the most important community voice in each of our local markets. In several of our markets, we believe that our local news is the only significant source of Spanish-language daily news for the Hispanic community.

Network Affiliation Agreements. Substantially all of our television stations are Univision- or UniMás-affiliated television stations. Our network affiliation agreements with Univision provide certain of our owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. These long-term affiliation agreements each expire in 2021, and can be renewed for multiple, successive two-year terms at Univision’s option, subject to our consent. Under the affiliation agreements, we generally retain the right to sell approximately six minutes per hour of the available advertising time on Univision’s primary network, and approximately four and a half minutes per hour of the available advertising time on the UniMás network. Those allocations are subject to adjustment from time to time by Univision.

XHAS-TV broadcasts Telemundo Network Group LLC, or Telemundo, network programming serving the Tijuana/San Diego market pursuant to a network affiliation agreement. Our current network affiliation agreement with Telemundo gives us the right to provide Telemundo network programming on XHAS-TV through June 2017. The affiliation agreement grants Telemundo a right of first refusal in the event a third party makes an offer to purchase XHAS-TV, and a right to purchase XHAS-TV upon a change of control of Entravision.

Our network affiliation agreement with Fox Broadcasting Company, or Fox, gives us the right to broadcast Fox network programming on KFXV-LD, serving the Matamoros/Harlingen-Weslaco-Brownsville-McAllen market, and KXOF-CA, serving the Laredo market, through December 31, 2017. The network affiliation agreement may be extended for successive one-year terms at Fox’s option, subject to our consent.

Our network affiliation agreement with MundoFox Broadcasting LLC, or MundoFox, gives us the right to broadcast MundoFox network programming on XHRIO-TV, serving the Matamoros/Harlingen-Weslaco-

7

Brownsville-McAllen market, the secondary program stream of KXOF-CA, serving the Laredo market, the secondary program stream of KTFN-TV, serving the El Paso market, the secondary program stream of XDTV-TV, serving the Tecate/San Diego market, and the secondary program stream of KAJB-TV, serving the Yuma-El Centro market through July 31, 2016.

We also have an agreement with Master Distribution Service, Inc., an affiliate of Fox, which gives us the right to provide ten hours per week of MyNetworkTV programming on KFXV-LD, KXOF-CA and XDTV-TV, serving the Tecate/San Diego market. This agreement expires in October 2014 and may be extended for successive one-year periods.

Our network affiliation agreement with The CW Network, LLC, or CW, gives us the right to broadcast CW network programming on KCWT-CA, and KNVO-DT serving the Harlingen-Weslaco-Brownsville-McAllen market, and KRNS-CA and KREN-DT, serving the Reno, Nevada market, through 2013.

Our network affiliation agreement with LATV Networks, LLC, or LATV, gives us the right to broadcast LATV network programming on the digital streams of certain of our television stations. Either party may terminate the affiliation with respect to a given station 30 months after the launch of such station. For a more complete discussion of this agreement, please see Note 12 to Notes to Consolidated Financial Statements.

We cannot guarantee that any of our current network affiliation agreements will be renewed beyond their respective expiration dates under their current terms, under other terms favorable to us, or at all.

Marketing Agreements. Our marketing and sales agreement with Univision gives us the right through 2021 to manage the marketing and sales operations of Univision-owned UniMás and Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C.

Long-Term Time Brokerage Agreements. We operate each of XDTV-TV, serving the Tecate/San Diego market; XHAS-TV, serving the Tijuana/San Diego market; and XHRIO-TV, serving the Matamoros/ Harlingen-Weslaco-Brownsville-McAllen market, under long-term time brokerage agreements. Under those agreements, in combination with certain of our Mexican affiliates and subsidiaries, we provide the programming and related services available on these stations, but the stations retain absolute control of the content and other broadcast issues. These long-term time brokerage agreements expire in 2030, 2035 and 2038, respectively, and each provides for automatic, perpetual 30-year renewals unless both parties consent to termination. Each of these agreements provides for substantial financial penalties should the other party attempt to terminate prior to its expiration without our consent, and they do not limit the availability of specific performance as a remedy for any such attempted early termination.

8

Our Television Station Portfolio

The following table lists information concerning each of our owned and/or operated television stations and its respective market:

Market	Market Rank (by Hispanic Households)		Total Households		Hispanic Households		% Hispanic Households			Call Letters	Principal Programming Stream
Harlingen-Weslaco-Brownsville-McAllen, Texas		10		364,160		312,810		85.9	%	KNVO-TV KTFV-CD(1) KFXV-LD KXFX-CA(1) KCWT-CA(1)	Univision UniMás Fox Fox CW
San Diego, California		12		1,075,520		258,210		24.0	%	KBNT-CD(1) KTCD-LP KHAX-LP KDTF-LP KZTC-LP(2)	Univision Univision Univision UniMás MundoFox
Albuquerque-Santa Fe, New Mexico		13		691,450		256,820		37.1	%	KLUZ-TV KTFQ-TV(2) KTFA-LP	Univision UniMás Home Shopping Network
El Paso, Texas		15		339,130		248,530		73.3	%	KINT-TV KTFN-TV	Univision UniMás
Denver-Boulder, Colorado		16		1,566,460		240,170		15.3	%	KCEC-TV KDVT-LP KTFD-TV(2)	Univision LATV UniMás
Orlando-Daytona Beach-Melbourne, Florida		17		1,453,170		232,940		16.0	%	WVEN-TV W47DA WVCI-LP WOTF-TV(2)	Univision Univision Univision UniMás
Tampa-St. Petersburg (Sarasota), Florida		19		1,806,560		220,670		12.2	%	WVEA-TV WFTT-TV(2) WVEA-LP	Univision UniMás Jewelry TV
Washington, D.C. (Hagerstown, Maryland)		20		2,359,160		219,440		9.3	%	WFDC-TV(2) WMDO-CA(1) WMDO-LD WJAL-TV	Univision UniMás UniMás English-Language
Las Vegas, Nevada		23		718,990		156,960		21.8	%	KINC-TV KNTL-LP KWWB-LP KELV-LD	Univision Univision Univision UniMás
Boston, Massachusetts		24		2,366,690		155,770		6.6	%	WUNI-TV WUTF-TV(2)	Univision UniMás
Corpus Christi, Texas		27		203,730		111,360		54.7	%	KORO-TV KCRP-CA(1)	Univision UniMás
Hartford-New Haven, Connecticut		29		996,550		97,350		9.8	%	WUVN-TV WUTH-CA(1)	Univision UniMás
Monterey-Salinas-Santa Cruz, California		34		224,240		77,120		33.4	%	KSMS-TV KDJT-CA(1)	Univision UniMás
Laredo, Texas		36		72,590		68,850		94.8	%	KLDO-TV KETF-CD KXOF-CA(1)	Univision UniMás Fox
Yuma, Arizona-El Centro, California		36		113,230		68,850		60.8	%	KVYE-TV KAJB-TV(2)	Univision UniMás
Odessa-Midland, Texas		39		147,730		60,580		41.0	%	KUPB-TV	Univision
Colorado Springs-Pueblo, Colorado		42		343,990		58,280		16.9	%	KVSN-DT KGHB-CD(1)	Univision UniMás
Santa Barbara-Santa Maria- San Luis Obispo, California		43		231,950		56,840		24.5	%	KPMR-TV K17GD (1) K50LZ-D(1) KTSB-CA(1) K10OG (1)	Univision Univision Univision Univision UniMás
Palm Springs, California		45		154,560		54,090		35.0	%	KVER-CA(1) KVES-LD KEVC-CA(1)	Univision Univision UniMás
Lubbock, Texas		51		159,840		50,910		31.9	%	KBZO-LD	Univision

9

Market	Market Rank (by Hispanic Households)		Total Households		Hispanic Households		% Hispanic Households			Call Letters	Principal Programming Stream
Wichita-Hutchinson, Kansas		54		450,300		42,610		9.5	%	KDCU-DT(3)	Univision
Reno, Nevada		59		265,600		37,710		14.2	%	KREN-TV KNVV-LP KRNS-CD(1)	Univision UniMás CW
Springfield-Holyoke, Massachusetts		65		252,950		32,960		13.0	%	WHTX-LP	Univision
San Angelo, Texas		88		55,820		16,790		30.1	%	KEUS-LP KANG-CA(1)	Univision UniMás
Tecate, Baja California, Mexico (San Diego)		—		—		—		—		XDTV-TV(4)	MyNetworkTV
Tijuana, Baja California, Mexico (San Diego)		—		—		—		—		XHAS-TV(4)	Telemundo
Matamoros, Tamaulipas, Mexico (Harlingen-Weslaco-Brownsville-McAllen)		—		—		—		—		XHRIO-TV(4)	MundoFox

Source: Nielsen Media Research 2013 universe estimates.

(1) “CA” or “CD” in call letters indicates station is under Class A television service. Certain stations without this designation are also Class A stations.

(2) We provide the sales and marketing function of this station under a marketing and sales arrangement.

(3) We share operating services with another broadcast station in the same market under a shared services arrangement.

(4) We hold a minority, limited voting interest (neutral investment) in the entity that directly or indirectly holds the broadcast license for this station. Through that entity, we provide the programming and related services available on this station under a time brokerage arrangement. The station retains control of the contents and other broadcast issues.

Digital Television Technology. As we develop our digital television transmission technology for our television stations, we will operate in an environment where we can decide the resolution and number of broadcast streams we provide in our over-the-air transmissions. Depending upon how high a resolution level with which we elect to transmit our programming, we are able to transmit over-the-air broadcast streams containing a total of from two to six program streams using the bandwidth authorized to each digital station. The transmission of such multiple programming streams is referred to as multicasting. We currently are multicasting network programming streams, primarily UniMás network programming and LATV network programming streams, at a number of our stations, along with our primary program streams. In addition, we are multicasting CW, Fox and MundoFox network programming in certain of our markets. We are evaluating these multicasting operations as well as the amount of bandwidth we must allocate to our primary program streams and may consider either expanding or limiting our multicasting operations, or keeping these multicasting operations substantially as at present.

Other Platforms. We also offer mobile, digital and other interactive media platforms and services, including local websites and social media, that provide users with news, information and other content.

Television Advertising

Approximately 86% of the revenue generated from our television operations is derived from local and national advertising.

Local. Local advertising revenue is generated predominantly from advertising time sold to an advertiser or its agency that is placed from within a station’s market or directly with a station’s sales staff. Local advertising sales include sales to advertisers that are local businesses or advertising agencies, and regional and national businesses or advertising agencies, which place orders from within a station’s market or directly with a station’s sales staff. We employ our own local sales force that is responsible for soliciting local advertising sales directly from advertisers and their agencies. In 2012, local advertising accounted for approximately 41% of our total television revenue.

10

National. National advertising revenue generally represents revenue from advertising time sold to an advertiser or its agency that is placed from outside a station’s market. We typically engage national sales representative firms to work with our station sales managers and solicit national advertising sales, and we pay certain sales representation fees to these firms relating to national advertising sales. Under our network affiliation agreements with Univision, Univision acts as our sales representative for the sale of national advertising on our Univision and UniMás affiliate television stations, and advertisers which have purchased national advertising on these affiliate stations include Ford Motor Company, Obama For America, Chrysler Group LLC, McDonald’s Corporation, Toyota Motor Corporation, Cox Communications, Inc., Nissan Motor Co., Ltd., Romney For President, Inc. and Honda Motor Co., Inc. We also added significant new national advertising accounts in 2012, including Bank of America Corporation, Culinary Workers Union Local 226, Hyundai Motor Company, Gregg Appliances, Inc., First 5 California and Caesars Entertainment Corporation, among others. Telemundo acts as our national sales representative for the sale of national advertising on our Telemundo affiliate station, and Petry Television acts as our national sales representative for the sale of national advertising on our stations that broadcast Fox, CW and MyNetworkTV network programming. In 2012, national advertising accounted for approximately 45% of our total television revenue.

Retransmission Consent Revenue

We also generate retransmission consent revenue from retransmission consent agreements that are entered into with MVPDs. This revenue represents payments from these entities for access to our television station signals so that they may rebroadcast our signals and charge their subscribers for this programming.

In August 2008, we entered into a proxy agreement with Univision pursuant to which we granted to Univision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals for a term of six years. Among other things, the proxy agreement provides terms relating to compensation to be paid to us by Univision with respect to retransmission consent agreements entered into with MVPDs. The agreement also provides terms relating to compensation to be paid to us with respect to agreements that are entered into for the carriage of our Univision- and UniMás-affiliated television station signals.

In 2012, retransmission consent revenue accounted for approximately 13% of our total television revenue. We anticipate that retransmission consent revenue will continue to be a growing source of net revenues.

Network Revenue

Network compensation represents compensation for broadcasting network programming. In 2012, network compensation accounted for approximately 1% of our total television revenue.

Television Marketing/Audience Research

We derive our revenue primarily from selling advertising time. The relative advertising rates charged by competing stations within a market depend primarily on the following factors:

• the station’s ratings (households or people viewing its programs as a percentage of total television households or people in the viewing area);

• audience share (households or people viewing its programs as a percentage of households or people actually watching television at a specific time);

• the demographic qualities of a program’s viewers (primarily age and gender);

• the demand for available air time;

• the time of day the advertising will run;

11

• competitive conditions in the station’s market, including the availability of other advertising media; and

• general economic conditions, including advertisers’ budgetary considerations.

Nielsen ratings provide advertisers with the industry-accepted measure of television viewing. Nielsen offers a ratings service measuring all television audience viewing. In recent years, Nielsen has modified the methodology of its ratings service in an effort to more accurately measure U.S. Hispanic viewing by using language spoken in the home as a control characteristic of its metered market sample. Nielsen has also added weighting by language as part of its local metered market methodology in many of our metered markets. Nielsen also continues to improve the methods by which it electronically measures television viewing, and has expanded its Local People Meter service to several of our markets. We believe that this improvement will continue to result in ratings gains for us, allowing us to further increase our advertising rates. We have made significant investments in experienced sales managers and account executives and have provided our sales professionals with research tools to continue to attract major advertisers.

Television Competition

We face intense competition in the broadcasting business. In each local television market, we compete for viewers and revenue with other local television stations, which are typically the local affiliates of the four principal English-language television networks, NBC, ABC, CBS and Fox and, in certain cities, the CW network. In certain markets (other than San Diego), we also compete with the local affiliates or owned and operated stations of Telemundo, the Spanish-language television network that was acquired by NBCUniversal in 2002, as well as TV Azteca, the second-largest producer of Spanish-language programming in the world.

We also directly or indirectly compete for viewers and revenue with both English- and Spanish-language independent television stations, other video media, suppliers of cable television programs, direct broadcast systems, newspapers, magazines, radio, applications for mobile media devices and other forms of entertainment and advertising. In addition, in certain markets we operate radio stations that indirectly compete for local and national advertising revenue with our television business.

We believe that our primary competitive advantages are the quality of the programming we receive through our affiliation with Univision and the quality of our local news. According to Univision, its primary network is one of the top five networks in the United States regardless of language, and it is the most-watched Spanish-language network in the United States during prime time. In addition, Univision’s primary network and the UniMás network together have maintained superior audience ratings among all U.S. Hispanic households when compared to both Spanish-language and English-language broadcast networks. Similarly, our local news achieves strong audience ratings. In 12 of our television markets, our early local news is ranked first or second among competing local newscasts regardless of language in its designated time slot among adults 18-34 years of age.

Telemundo is the second-largest Spanish-language television network in the United States. As of December 31, 2012, Telemundo had total coverage reaching approximately 94% of all Hispanic households in its markets.

We also benefit from operating in different media: television and radio advertising. While we have not engaged in any significant cross-selling program, we do take advantage of opportunities for cross-promotion of our stations.

12

Radio

Overview

We own and operate 49 radio stations (38 FM and 11 AM), 46 of which are located in the top 50 Hispanic markets in the United States. Our radio stations broadcast into markets with an aggregate of approximately 20 million U. S. Hispanics, which is approximately 41% of the Hispanic population in the United States. Our radio operations combine network and local programming with local time slots available for advertising, news, traffic, weather, promotions and community events. This strategy allows us to provide quality programming with significantly lower costs of operations than we could otherwise deliver solely with independent programming.

Radio Programming

Radio Networks. Our radio networks broadcast into 16 of the 19 markets that we serve. Our networks allow advertisers with national product distribution to deliver a uniform advertising message to the growing Hispanic market around the country in an efficient manner and at a cost that is generally lower than our English-language counterparts.

Although our networks have a broad geographic reach, technology allows our stations to offer the necessary local feel and to be responsive to local clients and community needs. Designated time slots are used for local advertising, news, traffic, weather, promotions and community events. The audience gets the benefit of a national radio sound along with local content. To further enhance this effect, our on-air personalities frequently travel to participate in local promotional events. For example, in selected key markets our on-air personalities appear at special events and client locations. We promote these events as “remotes” to bond the national personalities to local listeners. Furthermore, all of our stations can disconnect from the networks and operate independently in the case of a local emergency or a problem with our central MPLS transmission.

Radio Formats. Each of our four radio networks produce a music format that is simultaneously distributed via MPLS with a High Definition quality sound to our stations. Each of these formats appeals to different listener preferences:

• La Tricolor is a personality-driven format that includes “Los Picudos de la Mañana” in 14 markets, “Erazno y La Chokolata” in the afternoon drive which airs on 14 of our stations and is syndicated on an additional 27 stations and Mexican country-style music that primarily targets male Hispanic listeners 18-49 years of age;

• “José: Nunca Sabes Lo Que Va A Tocar” (“You never know what he’ll play”) features a mix of Spanish-language adult contemporary and Mexican regional hits from the 1970s through the present, Alex Lucas in the mornings and play-by-play soccer coverage of the Mexican national team, including coverage of the 2014 World Cup, that targets Hispanic adults 25-54 years of age;

• “Maria: Siempre Romantica” (“Maria: Always Romantic”) features a Spanish-language romantic ballads format targeting primarily Hispanic women 18-49 years of age; and

• “El Gato” is an upbeat and energetic Mexican regional format targeting primarily Hispanic adults 18-34 years of age. In El Paso the format has a slightly different musical blend to reflect northern Mexican influences.

In addition, in markets where competing stations already offer programming similar to our network formats, or where we otherwise identify an available niche in the marketplace, we run alternative programming that we believe will appeal to local listeners, including the following:

• In the Los Angeles market, we program “Super Estrella”, a music-driven, pop and alternative Spanish-rock format targeting primarily Hispanic adults 18-34 years of age;

• In the McAllen market, we program a Mexican country-style music format that targets primarily Hispanic males 18-49 years of age;

13

• Also in the McAllen market, we program two English-language formats, a classic rock-oriented format that targets primarily males 18-49 years of age and a hit-based adult contemporary format targeting primarily women 18-49 years of age;

• In the Orlando market, we program “Salsa 98.1”, a Spanish-language tropical hits format that features salsa, merengue and bachata and targets Hispanic adults 25-54 years of age;

• In the Sacramento market, we offer two English-language formats, a rhythmic contemporary hit format targeting primarily females 18-34 years of age and a young country format targeting primarily adults 18-49 years of age; and

• In the Phoenix, El Paso, Lubbock, Stockton, Houston and Albuquerque markets, we program “ESPN Deportes”, a Spanish-language sports talk format targeting primarily Hispanic adults 18-54 years of age, that is provided to us by a third party pursuant to a network affiliation agreement.

14

Our Radio Station Portfolio

The following table lists information concerning each of our owned and operated radio stations and its respective market:

Market	Market Rank (by Hispanic Households)	Station	Frequency		Format
Los Angeles-San Diego-Ventura, California	1	KLYY-FM KDLD-FM KDLE-FM KSSC-FM KSSD-FM KSSE-FM	97.5 103.1 103.1 107.1 107.1 107.1	MHz MHz MHz MHz MHz MHz	José El Gato (1) El Gato (1) Super Estrella (1) Super Estrella (1) Super Estrella (1)
Miami-Ft. Lauderdale-Hollywood, Florida	3	WLQY-AM	1320	kHz	Time Brokered (2)
Houston-Galveston, Texas	4	KGOL-AM	1180	kHz	Time Brokered (2)
Phoenix, Arizona	9	KLNZ-FM KDVA-FM KVVA-FM KBMB-AM	103.5 106.9 107.1 710	MHz MHz MHz kHz	La Tricolor José (1) José (1) ESPN Deportes (Spanish)
Harlingen-Weslaco-Brownsville-McAllen, Texas	10	KFRQ-FM KKPS-FM KNVO-FM KVLY-FM	94.5 99.5 101.1 107.9	MHz MHz MHz MHz	Classic Rock (English) Mexican Regional José Adult Contemporary (English)
Sacramento, California Stockton, California Modesto, California	11	KRCX-FM KNTY-FM KHHM-FM KXSE-FM KMIX-FM KCVR-AM KTSE-FM KCVR-FM	99.9 101.9 103.5 104.3 100.9 1570 97.1 98.9	MHz MHz MHz MHz MHz kHz MHz MHz	La Tricolor Country (English) Contemporary Hit (English) José La Tricolor ESPN Deportes José Maria
Albuquerque-Santa Fe, New Mexico	13	KRZY-FM KRZY-AM	105.9 1450	MHz kHz	José ESPN Deportes
El Paso, Texas	15	KOFX-FM KINT-FM KYSE-FM KSVE-AM KHRO-AM	92.3 93.9 94.7 1650 1150	MHz MHz MHz kHz kHz	Oldies (English) José El Gato ESPN Deportes Talk (English)
Denver-Boulder, Colorado Aspen, Colorado	16	KJMN-FM KXPK-FM KMXA-AM KPVW-FM	92.1 96.5 1090 107.1	MHz MHz kHz MHz	José La Tricolor Maria La Tricolor
Orlando-Daytona Beach-Melbourne, Florida	17	WNUE-FM	98.1	MHz	Salsa 98.1
Las Vegas, Nevada	23	KRRN-FM KQRT-FM	92.7 105.1	MHz MHz	El Gato La Tricolor
Monterey-Salinas-Santa Cruz, California	34	KLOK-FM KSES-FM KMBX-AM	99.5 107.1 700	MHz MHz kHz	La Tricolor José Time Brokered (2)
Yuma, Arizona-El Centro, California	37	KSEH-FM KMXX-FM KWST-AM	94.5 99.3 1430	MHz MHz kHz	José La Tricolor Time Brokered (2)
Palm Springs, California	45	KPST-FM KLOB-FM	103.5 94.7	MHz MHz	La Tricolor José
Lubbock, Texas	51	KAIQ-FM KBZO-AM	95.5 1460	MHz kHz	La Tricolor ESPN Deportes
Reno, Nevada	59	KRNV-FM	102.1	MHz	La Tricolor

Market rank source: Nielsen Media Research 2013 estimates.

(1) Simulcast station.

(2) Operated pursuant to a time brokerage arrangement under which we grant to third parties the right to program the station.

Other Platforms.We also offer mobile, digital and other interactive media platforms and services, including local websites and social media, that provide users with news, information and other content.

15

Radio Advertising

Substantially all of the revenue generated from our radio operations is derived from local and national advertising.

Local. Local advertising revenue is generated predominantly from advertising time sold to an advertiser or its agency that is placed from within a station’s market or directly with a station’s sales staff, and also from a third-party network inventory agreement, digital and non-traditional revenue. Local advertising sales include sales to advertisers that are local businesses or advertising agencies, and regional and national businesses or advertising agencies, which place orders from within a station’s market or directly with a station’s sales staff. We employ our own local sales force that is responsible for soliciting local advertising sales directly from advertisers and their agencies. In 2012, local advertising revenue accounted for approximately 66% of our total radio revenue.

National. National advertising revenue generally represents spot and network revenue from advertising time sold to an advertiser or its agency that is placed from outside a station’s market. Lotus/Entravision Reps LLC, or LER, typically acts as our national sales representative to solicit national advertising sales on our Spanish-language radio stations. LER was originally a joint venture that we entered into in August 2001 with Lotus Hispanic Reps Corp., and we acquired 100% of the ownership interest in LER in January 2011. In 2012, national advertising revenue accounted for approximately 34% of our total radio revenue.

Radio Marketing/Audience Research

We believe that radio is an efficient means for advertisers to reach targeted demographic groups. Advertising rates charged by our radio stations are based primarily on the following factors:

• the station’s ratings (people listening to its programs as a percentage of total people in the listening area);

• audience share (people listening to its programs as a percentage of people actually listening to radio at a specific time);

• the demographic qualities of a program’s listeners (primarily age and gender);

• the demand for available air time;

• the time of day that the advertising runs;

• competitive conditions in the station’s market, including the availability of other advertising media; and

• general economic conditions, including advertisers’ budgetary considerations.

Arbitron provides advertisers with the industry-accepted measure of listening audience classified by demographic segment and time of day that the listeners spend on particular radio stations. Radio advertising rates generally are highest during the hours of 6:00 A.M. and 7:00 P.M. These hours are considered the peak times for radio audience listening.

Historically, advertising rates for Spanish-language radio stations have been lower than those for English-language stations with similar audience levels. We believe that, over time, possibilities exist to narrow the disparities that have historically existed between Spanish-language and English-language advertising rates as new and existing advertisers recognize the growing desirability of targeting the Hispanic population in the United States. We also believe that having multiple stations in a market enables us to provide listeners with alternatives, to secure a higher overall percentage of a market’s available advertising dollars and to obtain greater percentages of individual customers’ advertising budgets.

16

Each station broadcasts an optimal number of advertisements each hour, depending upon its format, in order to maximize the station’s revenue without jeopardizing its audience listenership. Our non-network stations have up to 14 minutes per hour for commercial inventory and local content. Our network stations have up to one additional minute of commercial inventory per hour. The pricing is based on a rate card and negotiations subject to the supply and demand for the inventory in each particular market and the network.

Radio Competition

Radio broadcasting is a highly competitive business. The financial success of each of our radio stations and markets depends in large part on our audience ratings, our ability to increase our market share of overall radio advertising revenue and the economic health of the market. In addition, our advertising revenue depends upon the desire of advertisers to reach our audience demographic. Each of our radio stations competes for audience share and advertising revenue directly with both Spanish-language and English-language radio stations in its market, and with other media, such as newspapers, broadcast and cable television, magazines, outdoor advertising, satellite-delivered radio services, applications for mobile media devices and direct mail advertising. In addition, in certain markets we operate television stations that indirectly compete for local and national advertising revenue with our radio business. Our primary competitors in our markets in Spanish-language radio are Univision, Clear Channel Communications Inc. and Spanish Broadcasting System, Inc. These and many of the other companies with which we compete are large national or regional companies that have significantly greater resources and longer operating histories than we do.

Factors that are material to our competitive position include management experience, a station’s rank in its market, signal strength and audience demographics. If a competing station within a market converts to a format similar to that of one of our stations, or if one of our competitors upgrades its stations, we could suffer a reduction in ratings and advertising revenue in that market. The audience ratings and advertising revenue of our individual stations are subject to fluctuation and any adverse change in certain of our key radio markets could have a material adverse effect on our operations.

The radio industry is subject to competition from new media technologies that are being developed or introduced, such as:

• audio programming by cable television systems, broadcast satellite-delivered audio services, cellular telephones and smart telephones, including easy-to-use mobile applications, Internet content providers and other digital audio broadcast formats and playback mechanisms;

• satellite-delivered digital audio services with CD-quality sound—with both commercial-free and lower commercial load channels—which have expanded their subscriber base and recently have introduced dedicated Spanish-language channels (for example, Sirius XM Radio now provides eight Spanish-language channels, all commercial-free); and

• In-Band On-Channel™ digital radio, which could provide multi-channel, multi-format digital radio services in the same bandwidth currently occupied by traditional FM radio services.

We believe that while none of these new technologies can replace local broadcast radio stations, the challenges from new technologies will continue to require attention from management. In addition, we will continue to review potential opportunities to utilize such new technologies. For example, we have converted 21 of our stations (18 FM and 3 AM) to broadcast digital radio programming as well as analog programming, which we anticipate will allow us to provide additional content to our listeners.

Seasonality

Seasonal net broadcast revenue fluctuations are common in the television and radio broadcasting industry and are due primarily to fluctuations in advertising expenditures by local and national advertisers. Our first fiscal

17

quarter generally produces the lowest net revenue for the year. Additionally, broadcast revenue tends to be affected by the occurrence or non-occurrence in a given year of major sporting, political and other events, such as the World Cup, important elections, and in 2010, the census.

Material Trademarks, Trade Names and Service Marks

In the course of our business, we use various trademarks, trade names and service marks, including our logos and FCC call letters, in our advertising and promotions. We believe that the strength of our trademarks, trade names and service marks are important to our business and we intend to protect and promote them as appropriate. We do not hold or depend upon any material patent, government license, franchise or concession, except our broadcast licenses granted by the FCC.

Employees

As of December 31, 2012, we had approximately 957 full-time employees, including 736 full-time employees in television and 221 full-time employees in radio. As of December 31, 2012, three of our full-time television employees were represented by labor unions that have entered into collective bargaining agreements with us. We believe that our relations with these unions and with our employees generally are good.

Regulation of Television and Radio Broadcasting

General. The FCC regulates television and radio broadcast stations pursuant to the Communications Act of 1934, or the Communications Act. Among other things, the FCC:

• determines the particular frequencies, locations and operating power of stations;

• issues, renews, revokes and modifies station licenses;

• regulates equipment used by stations; and

• adopts and implements regulations and policies that directly or indirectly affect the ownership, changes in ownership, control, operation and employment practices of stations.

A licensee’s failure to observe the requirements of the Communications Act or FCC rules and policies may result in the imposition of various sanctions, including admonishment, fines, the grant of renewal terms of less than eight years, the grant of a license renewal with conditions or, in the case of particularly egregious violations, the denial of a license renewal application, the revocation of an FCC license or the denial of FCC consent to acquire additional broadcast properties.

Congress and the FCC have had under consideration or reconsideration, and may in the future consider and adopt, new laws, regulations and policies regarding a wide variety of matters that could, directly or indirectly, affect the operation, ownership and profitability of our television and radio stations, result in the loss of audience share and advertising revenue for our television and radio broadcast stations or affect our ability to acquire additional television and radio broadcast stations or finance such acquisitions. Such matters may include:

• changes to the license authorization process;

• proposals to impose spectrum use or other fees on FCC licensees;

• proposals to impose a performance tax on the music broadcast on commercial radio stations and the fees applicable to digital transmission of music on the Internet;

• proposals to change rules relating to political broadcasting including proposals to grant free airtime to candidates;

• proposals to restrict or prohibit the advertising of beer, wine and other alcoholic beverages;

18

• proposals dealing with the broadcast of profane, indecent or obscene language and the consequences to a broadcaster for permitting such speech;

• technical and frequency allocation matters;

• modifications to the operating rules for digital television and radio broadcasting rules on both satellite and terrestrial bases;

• the implementation or modification of rules governing the carriage of local television signals by direct broadcast satellite, or DBS, services and cable television systems and the manner in which such parties negotiate such carriage arrangements;

• changes in local and national broadcast multiple ownership, foreign ownership, cross-ownership and ownership attribution rules;

• proposals whereby broadcasters may voluntarily participate in an auction of their over-the-air broadcast spectrum, otherwise agree to modifications in their available spectrum, with or without compensation, move from the UHF to VHF band, or become subject to restrictions on their usage of the spectrum; and

• proposals to alter provisions of the tax laws affecting broadcast operations and acquisitions.

We cannot predict what changes, if any, might be adopted, nor can we predict what other matters might be considered in the future, nor can we judge in advance what impact, if any, the implementation of any particular proposal or change might have on our business.

FCC Licenses. Television and radio stations operate pursuant to licenses that are granted by the FCC for a term of eight years, subject to renewal upon application to the FCC. During the periods when renewal applications are pending, petitions to deny license renewal applications may be filed by interested parties, including members of the public. The FCC may hold hearings on renewal applications if it is unable to determine that renewal of a license would serve the public interest, convenience and necessity, or if a petition to deny raises a “substantial and material question of fact” as to whether the grant of the renewal applications would be inconsistent with the public interest, convenience and necessity. However, the FCC is prohibited from considering competing applications for a renewal applicant’s frequency, and is required to grant the renewal application if it finds:

• that the station has served the public interest, convenience and necessity;

• that there have been no serious violations by the licensee of the Communications Act or the rules and regulations of the FCC; and

• that there have been no other violations by the licensee of the Communications Act or the rules and regulations of the FCC that, when taken together, would constitute a pattern of abuse.

If as a result of an evidentiary hearing the FCC determines that the licensee has failed to meet the requirements for renewal and that no mitigating factors justify the imposition of a lesser sanction, the FCC may deny a license renewal application. Historically, FCC licenses have generally been renewed. We have no reason to believe that our licenses will not be renewed in the ordinary course, although there can be no assurance to that effect. The non-renewal of one or more of our stations’ licenses could have a material adverse effect on our business.

Ownership Matters. The Communications Act requires prior consent of the FCC for the assignment of a broadcast license or the transfer of control of a corporation or other entity holding a license. In determining whether to approve an assignment of a television or radio broadcast license or a transfer of control of a broadcast licensee, the FCC considers a number of factors pertaining to the licensee including compliance with various rules limiting common ownership of media properties, the “character” of the licensee and those persons holding “attributable” interests therein, and the Communications Act’s limitations on foreign ownership and compliance with the FCC rules and regulations.

19

To obtain the FCC’s prior consent to assign or transfer a broadcast license, appropriate applications must be filed with the FCC. If the application to assign or transfer the license involves a substantial change in ownership or control of the licensee, for example, the transfer or acquisition of more than 50% of the voting equity, the application must be placed on public notice for a period of 30 days during which petitions to deny the application may be filed by interested parties, including members of the public. If an assignment application does not involve new parties, or if a transfer of control application does not involve a “substantial” change in ownership or control, it is a pro forma application, which is not subject to the public notice and 30-day petition to deny procedure. The regular and pro forma applications are nevertheless subject to informal objections that may be filed any time until the FCC acts on the application. If the FCC grants an assignment or transfer application, interested parties have 30 days from public notice of the grant to seek reconsideration of that grant. The FCC has an additional ten days to set aside such grant on its own motion. When ruling on an assignment or transfer application, the FCC is prohibited from considering whether the public interest might be served by an assignment or transfer to any party other than the assignee or transferee specified in the application.

Under the Communications Act, a broadcast license may not be granted to or held by persons who are not U.S. citizens, by any corporation that has more than 20% of its capital stock owned or voted by non-U.S. citizens or entities or their representatives, by foreign governments or their representatives or by non-U.S. corporations. Furthermore, the Communications Act provides that no FCC broadcast license may be granted to or held by any corporation directly or indirectly controlled by any other corporation of which more than 25% of its capital stock is owned of record or voted by non-U.S. citizens or entities or their representatives, or foreign governments or their representatives or by non-U.S. corporations. Thus, the licenses for our stations could be revoked if our outstanding capital stock is issued to or for the benefit of non-U.S. citizens in excess of these limitations. Our first restated certificate of incorporation restricts the ownership and voting of our capital stock to comply with these requirements.

The FCC generally applies its other broadcast ownership limits to “attributable” interests held by an individual, corporation or other association or entity. In the case of a corporation holding broadcast licenses, the interests of officers, directors and those who, directly or indirectly, have the right to vote 5% or more of the stock of a licensee corporation are generally deemed attributable interests, as are positions as an officer or director of a corporate parent of a broadcast licensee.

Stock interests held by insurance companies, mutual funds, bank trust departments and certain other passive investors that hold stock for investment purposes only become attributable with the ownership of 20% or more of the voting stock of the corporation holding broadcast licenses.

A time brokerage agreement with another television or radio station in the same market creates an attributable interest in the brokered television or radio station as well for purposes of the FCC’s local television or radio station ownership rules, if the agreement affects more than 15% of the brokered television or radio station’s weekly broadcast hours. Likewise, a joint sales agreement involving radio stations creates a similar attributable interest for the broadcast station that is undertaking the sales function. The FCC is currently considering the extension of this attribution policy to television stations.

Debt instruments, non-voting stock, options and warrants for voting stock that have not yet been exercised, insulated limited partnership interests where the limited partner is not “materially involved” in the media-related activities of the partnership and minority voting stock interests in corporations where there is a single holder of more than 50% of the outstanding voting stock whose vote is sufficient to affirmatively direct the affairs of the corporation generally do not subject their holders to attribution.

However, the FCC also applies a rule, known as the equity-debt-plus rule, which causes certain creditors or investors to be attributable owners of a station, regardless of whether there is a single majority stockholder or other applicable exception to the FCC’s attribution rules. Under this rule, a major programming supplier (any programming supplier that provides more than 15% of the station’s weekly programming hours) or a same-market

20

media entity will be an attributable owner of a station if the supplier or same-market media entity holds debt or equity, or both, in the station that is greater than 33% of the value of the station’s total debt plus equity. For purposes of the equity-debt-plus rule, equity includes all stock, whether voting or nonvoting, and equity held by insulated limited partners in limited partnerships. Debt includes all liabilities, whether long-term or short-term.

Under the ownership rules currently in place, the FCC generally permits an owner to have only one television station per market. A single owner is permitted to have two stations with overlapping signals so long as they are assigned to different markets. The FCC’s rules regarding ownership permit, however, an owner to operate two television stations assigned to the same market so long as either:

• the television stations do not have overlapping broadcast signals; or

• there will remain after the transaction eight independently owned, full power noncommercial or commercial operating television stations in the market and one of the two commonly-owned stations is not ranked in the top four based upon audience share.

The FCC will consider waiving these ownership restrictions in certain cases involving failing or failed stations or stations which are not yet built.

The FCC permits a television station owner to own one radio station in the same market as its television station. In addition, a television station owner is permitted to own additional radio stations, not to exceed the local radio ownership limits for the market, as follows:

• in markets where 20 media voices will remain, a television station owner may own an additional five radio stations, or, if the owner only has one television station, an additional six radio stations; and

• in markets where ten media voices will remain, a television station owner may own an additional three radio stations.

A “media voice” includes each independently-owned and operated full-power television and radio station and each daily newspaper that has a circulation exceeding 5% of the households in the market, plus one voice for all cable television systems operating in the market.

The FCC rules impose a limit on the number of television stations a single individual or entity may own nationwide.

The number of radio stations an entity or individual may own in a radio market is as follows:

• In a radio market with 45 or more commercial radio stations, a party may own, operate or control up to eight commercial radio stations, not more than five of which are in the same service (AM or FM).

• In a radio market with between 30 and 44 (inclusive) commercial radio stations, a party may own, operate or control up to seven commercial radio stations, not more than four of which are in the same service (AM or FM).

• In a radio market with between 15 and 29 (inclusive) commercial radio stations, a party may own, operate or control up to six commercial radio stations, not more than four of which are in the same service (AM or FM).

• In a radio market with 14 or fewer commercial radio stations, a party may own, operate or control up to five commercial radio stations, not more than three of which are in the same service (AM or FM), except that a party may not own, operate, or control more than 50% of the radio stations in such market.

Because of these multiple and cross-ownership rules, if a stockholder, officer or director of Entravision holds an “attributable” interest in Entravision, such stockholder, officer or director may violate the FCC’s rules if such person or entity also holds or acquires an attributable interest in other television or radio stations or daily

21

newspapers in such markets, depending on their number and location. If an attributable stockholder, officer or director of Entravision violates any of these ownership rules, we may be unable to obtain from the FCC one or more authorizations needed to conduct our broadcast business and may be unable to obtain FCC consents for certain future acquisitions.

Pursuant to the Communications Act, the FCC is required, on a quadrennial basis, to review its media ownership rules. The FCC began the most recent such review in 2010. The FCC is expected to release an order in connection with its review, in early 2013.

The rule changes that have previously gone into effect amend the FCC’s methodology for defining a radio market for the purpose of ownership caps. The FCC replaced its signal contour method of defining local radio markets in favor of a geographic market assigned by Arbitron, the private audience measurement service for radio broadcasters. For non-Arbitron markets, the FCC is conducting a rulemaking in order to define markets in a manner comparable to Arbitron’s method. In the interim, the FCC will apply a “modified contour approach,” to non-Arbitron markets. This modified approach will exclude any radio station whose transmitter site is more than 58 miles from the perimeter of the mutual overlap area. As for newspaper-broadcast cross-ownership, the Commission adopted a presumption that newspaper-broadcast ownership is consistent with the public interest in the top 20 television markets, while the presumption, in smaller markets, is that such cross-ownership is not consistent with the public interest, subject to certain exceptions.

With regard to the national television ownership limit, the FCC increased the national television ownership limit to 45% from 35%. Congress subsequently enacted legislation that reduced the nationwide cap to 39%. Accordingly, a company can now own television stations collectively reaching up to a 39% share of U.S. television households. Limits on ownership of multiple local television stations still apply, even if the 39% limit is not reached on a national level.

In establishing a national cap by statute, Congress did not make mention of the FCC’s UHF discount policy, whereby UHF stations are deemed to serve only one-half of the population in their television markets. The FCC has decided that the Congressional action preempted it from altering the UHF discount policy.

As discussed above, Congress has already modified the nationwide television ownership cap and has considered legislation that would roll back the FCC’s proposed changes. The FCC in 2010 commenced its latest review of its ownership rules. Any actions by the FCC in the future regarding radio and/or television ownership may elicit further Congressional response.

The Communications Act requires broadcasters to serve the “public interest.” The FCC has relaxed or eliminated many of the more formalized procedures it developed to promote the broadcast of certain types of programming responsive to the needs of a broadcast station’s community of license. Nevertheless, a broadcast licensee continues to be required to present programming in response to community problems, needs and interests and to maintain certain records demonstrating its responsiveness. The FCC considers complaints from the public about a broadcast station’s programming when it evaluates the licensee’s renewal application, but complaints also may be filed and considered at any time. Stations also must follow various FCC rules that regulate, among other things, political broadcasting, the broadcast of profane, obscene or indecent programming, sponsorship identification, the broadcast of contests and lotteries and technical operations.

The FCC requires that licensees must not discriminate in hiring practices. It has recently released new rules that will require us to adhere to certain outreach practices when hiring personnel for our stations and to keep records of our compliance with these requirements. On March 10, 2003, the FCC’s current Equal Employment Opportunity, or EEO, rules went into effect. The rules set forth a three-pronged recruitment and outreach program for companies with five or more full-time employees that requires the wide dissemination of information regarding full-time vacancies, notification to requesting recruitment organizations of such vacancies, and a number of non-vacancy related outreach efforts such as job fairs and internships. Stations are required to

22

collect various information concerning vacancies, such as the number filled, recruitment sources used to fill each vacancy, and the number of persons interviewed for each vacancy. While stations are not required to routinely submit information to the FCC, stations must place an EEO report containing vacancy-related information and a description of outreach efforts in their public file annually. Stations must submit the annual EEO public file report as part of their renewal applications, and television stations with five or more full-time employees and radio stations with more than ten employees also must submit the report midway through their license term for FCC review. Stations also must place their EEO public file report on their Internet websites, if they have one. Beyond our compliance efforts, the new EEO rules should not materially affect our operations. Failure to comply with the FCC’s EEO rules could result in sanctions or the revocation of station licenses.

The FCC rules also prohibit a broadcast licensee from simulcasting more than 25% of its programming on another radio station in the same broadcast service (that is, AM/AM or FM/FM). The simulcasting restriction applies if the licensee owns both radio broadcast stations or owns one and programs the other through a local marketing agreement, provided that the contours of the radio stations overlap in a certain manner.

“Must Carry” Rules. FCC regulations implementing the Cable Television Consumer Protection and Competition Act of 1992, or the Cable Act, require each full-power television broadcaster to elect, at three-year intervals beginning October 1, 1993, to either:

• require carriage of its signal by cable systems in the station’s market, which is referred to as “must carry” rules; or

• negotiate the terms on which such broadcast station would permit transmission of its signal by the cable systems within its market which is referred to as “retransmission consent.”

For the three-year period commencing on January 1, 2012, we generally elected “retransmission consent” in notifying the MVPDs that carry our television programming in our television markets. We have arrangements or have entered into agreements with nearly all of our MVPDs as to the terms of the carriage of our television stations and the compensation we will receive for granting such carriage rights, including through our national program supplier for Spanish-language programming, Univision, for our Univision- and UniMás-affiliated television stations, for the three-year period. We have a few such agreements that expire during the three-year period and we expect to be able to reach agreement with the applicable MVPDs.

Under the FCC’s rules currently in effect, cable systems are only required to carry one signal from each local broadcast television station. As an element of the retransmission consent negotiations described above, we arranged that our broadcast signal be available to our MVPD viewers, no matter whether they obtain their cable service in analog or digital modes.

The adoption of digital television service allows us to broadcast multiple streams of our programming, which is commonly referred to as multicasting.

We are exploring, subject to our legal rights to do so, and the economic opportunities available to us, the distribution of our programming in alternative modes, such as by delivery on the Internet, by multicast delivery services, and to individuals possessing wireless mobile reception devices.

Time Brokerage, Joint Sales Agreements and Shared Services Agreements. We have, from time to time, entered into time brokerage, joint sales and shared services agreements, generally in connection with pending station acquisitions, under which we are given the right to broker time on stations owned by third parties, agree that other parties may broker time on our stations, we or other parties sell broadcast time on a station, or share operating services with another broadcast station in the same market, as the case may be. By using these agreements, we can provide programming and other services to a station proposed to be acquired before we receive all applicable FCC and other governmental approvals, or receive such programming and other services where a third party is better able to undertake programming and/or sales efforts for us.

23

FCC rules and policies generally permit time brokerage agreements if the station licensee retains ultimate responsibility for and control of the applicable station. We cannot be sure that we will be able to air all of our scheduled programming on a station with which we have time brokerage agreements or that we will receive the anticipated revenue from the sale of advertising for such programming.

Under a typical joint sales agreement, a station licensee obtains, for a fee, the right to sell substantially all of the commercial advertising on a separately owned and licensed station in the same market. It also involves the provision by the selling party of certain sales, accounting and services to the station whose advertising is being sold. Unlike a time brokerage agreement, the typical joint sales agreement does not involve operating the station’s program format.

In a shared services agreement, one station provides services, generally of a non-programming nature, to another station in the same market. This enables the recipient of the services to save on overhead costs.

As part of its increased scrutiny of television and radio station acquisitions, the DOJ has stated publicly that it believes that time brokerage agreements and joint sales agreements could violate the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSRA, if such agreements take effect prior to the expiration of the waiting period under the HSRA. Furthermore, the DOJ has noted that joint sales agreements may raise antitrust concerns under Section 1 of the Sherman Antitrust Act and has challenged them in certain locations. The DOJ also has stated publicly that it has established certain revenue and audience share concentration benchmarks with respect to television and radio station acquisitions, above which a transaction may receive additional antitrust scrutiny. See “Risk Factors” below.

The FCC is examining such understandings as part of its quadrennial media ownership review that began in 2010.

Digital Television Services. The FCC has adopted rules for implementing digital television service in the United States. Implementation of digital television has improved the technical quality of television signals and provides broadcasters the flexibility to offer new services, including high-definition television and broadband data transmission. The digital transition for full-power television stations was completed on June 12, 2009.

The FCC has required full-power television stations in the United States to operate in digital television. The FCC has set September 1, 2015 as the date for the transition of low-power television stations to digital transmission. We are in the process of transitioning certain of our low-power stations to digital where we believe that an audience is present to view such stations.

The FCC has adopted rules to permit low-power stations to operate on a paired or stand-alone basis in digital service. We have secured authority for certain of our low-power stations to have paired operations or operate in digital. In certain cases, we have requested authority to “flash cut” certain of our low-power stations to digital service. In those markets where no spectrum was available for paired operations, we will make a decision to switch individual stations from analog to digital service based on the viewing patterns of our viewers.

Equipment and other costs associated with the transition to digital television, including the necessity of temporary dual-mode operations and the relocation of stations from one channel to another, have imposed some near-term financial costs on our television stations providing the services. The potential also exists for new sources of revenue to be derived from use of the digital spectrum, which we have begun to explore in certain of our markets.

Digital Radio Services. The FCC has adopted standards for authorizing and implementing terrestrial digital audio broadcasting technology, known as In-Band On-Channel™ or HD Radio, for radio stations. Digital audio broadcasting’s advantages over traditional analog broadcasting technology include improved sound quality and the ability to offer a greater variety of auxiliary services. This technology permits FM and AM stations to

24

transmit radio programming in both analog and digital formats, or in digital only formats, using the bandwidth that the radio station is currently licensed to use. We have elected and commenced the process of rolling out this technology on a gradual basis owing to the absence of receivers equipped to receive such signals and are considering its merits as well as its costs. It is unclear what effect such technology will have on our business or the operations of our radio stations.

Radio Frequency Radiation. The FCC has adopted rules limiting human exposure to levels of radio frequency radiation. These rules require applicants for renewal of broadcast licenses or modification of existing licenses to inform the FCC whether an applicant’s broadcast facility would expose people to excessive radio frequency radiation. We currently believe that all of our stations are in compliance with the FCC’s current rules regarding radio frequency radiation exposure.

Low-Power Radio Broadcast Service. The FCC has created a low-power FM radio service and has granted a limited number of construction permits for such stations. Pursuant to legislation adopted in 2011, this service is being expanded and the opportunities for FM translator stations reduced. The low-power FM service consists of two classes of radio stations, with maximum power levels of either 10 watts or 100 watts. The 10-watt stations will reach an area with a radius of between one and two miles, and the 100-watt stations reach an area with a radius of approximately three and one-half miles. The low-power FM stations are required to protect other existing FM stations, as currently required of full-powered FM stations.

The low-power FM service is exclusively non-commercial. To date, our stations have not suffered any technical interference from such low-power FM stations’ signals. Due to current technical restrictions and the non-commercial ownership requirement for low-power FM stations, we have not found that low-power FM service has caused any detrimental economic impact on our stations as well. Federal legislation has recently been adopted into law to increase the availability of low-power FM service. We do not foresee any material impact on our stations as a result of this legislation.

Other Proceedings. The Satellite Home Viewer Improvement Act of 1999, or SHVIA, allows satellite carriers to deliver broadcast programming to subscribers who are unable to obtain television network programming over the air from local television stations. Congress in 1999 enacted legislation to amend the SHVIA to facilitate the ability of satellite carriers to provide subscribers with programming from local television stations. Any satellite company that has chosen to provide local-into-local service must provide subscribers with all of the local broadcast television signals that are assigned to the market and where television licensees ask to be carried on the satellite system. We have taken advantage of this law to secure carriage of our full-power stations in those markets where the satellite operators have implemented local-into-local service. SHVIA expired in 2004 and Congress adopted the Satellite Home Viewer Extension and Reauthorization Act of 2004, or SHVERA. SHVERA extended the ability of satellite operators to implement local-into-local service. SHVERA expired in late 2009, but was extended in May 2010 by the Satellite Television Extension and Localism Act, or STELA. STELA provided a further five-year extension of the “carry one/carry all” rule earlier adopted in SHVIA and SHVERA and will expire in 2014 unless renewed at that time. To the extent we have decided to secure our carriage on DBS through retransmission consent agreements, the “carry one/carry all” rule is no longer relevant to us. While STELA made certain changes, we do not foresee a material impact of such legislation on our operations. The FCC is in the process of requiring television stations to disclose additional information on their compliance with public service obligations, considering the local service obligations of broadcasters, and promoting greater diversity among broadcasters. We do not foresee any material impact on our business from such proposed or adopted rules.

White Spaces. The FCC has adopted rules, that are under appeal by the National Association of Broadcasters and other parties, to allow unlicensed users to operate within the broadcast spectrum in unoccupied parts known as the “white spaces.” The intention of the rules was to make available unused spectrum for use in connection with wireless functions related to connectivity between computers and related devices and the Internet. The FCC believes that the provisions it adopted will protect broadcast services. Broadcast groups, on the other hand,

25

believe that operation of unlicensed devices in the “white spaces” has the potential for causing interference to broadcast reception. It is premature to judge the potential impact of what services, if any, operate under the FCC’s rules on over-the-air broadcasting.

Performance Tax. While radio broadcasters have long paid license fees to composers for the musical works they have written, radio broadcasters have never compensated musical artists for their recordings of these works. The rationale was that the radio broadcasting industry provided artists, free of charge, with a promotional service for their performance.

As the entire music industry has changed, with revenues from the sale of CDs continuing to drop dramatically, both musical artists and the recording companies have sought a change in how business is done. The recording companies, with the backing of many artists, have asked the Congress to require that broadcasters pay fees for the broadcast exploitation of musical works. Such legislation received favorable committee action in the U.S. Congress during 2009 and 2010, but no legislation was then enacted. The Congress has not taken any subsequent actions, but the issue remains under consideration.

Were such legislation to be adopted, its impact would depend on how any fees were structured.

Spectrum Policies. After studying national broadband needs, the FCC made a determination that a critical need exists to expand the spectrum available for wireless broadband services. This need is perceived to arise based on a finding that consumers and businesses will have an increasing usage of wireless devices and the associated spectrum for telephony, data transmission, and entertainment purposes. The FCC has further determined that in order to avert a spectrum crisis, it must recover and reallocate to wireless broadband a total of 500 MHz of spectrum, of which 120 MHz (amounting to 20 channels) are expected to come from spectrum currently allocated to television broadcasting.

In order to achieve this spectrum recovery, the FCC has proposed that broadcasters participate in "voluntary incentive auctions" in which interested station owners would offer the spectrum of their stations in a “reverse auction”, providing spectrum for wireless operators to purchase in a simultaneous or future “forward auction”. Legislation to achieve that goal was enacted by Congress in February 2012. The FCC has commenced a series of rulemaking proceedings to develop rules to establish how such auctions will be undertaken, how stations will be valued, what percentage of the auction payments will go to broadcasters, and what rights, if any, will selling stations or stations agreeing to share spectrum retain following the completion of the sale of their stations and associated spectrum.

Any reduction in available spectrum arising from the spectrum auction may have an impact on low-power stations (other than Class A stations). The loss of such broadcasting opportunities could have a detrimental effect on our business.

The FCC commenced a proceeding in November 2010 to determine how to modernize spectrum rules for the television band. Among the proposals under consideration are the sharing of the spectrum allocated to a television station among multiple stations, altering spacing among stations and interference protections between stations through an unpacking of broadcast television allocations, and improving television reception in the VHF band so that remaining television stations would use VHF spectrum while freeing up UHF channels from 32 to 51. Until the related incentive auction and modernization proceedings are completed, it is premature to reach any conclusions as to these proceedings and the eventual impact therefrom on the future of television broadcasting.

ITEM 1A. RISK FACTORS

While we have a history of losses in some periods and income in other periods, periods of losses, if continued, could adversely affect the market price of our securities and our ability to raise capital.

We had net income of approximately $13.6 million for the year ended December 31, 2012 and net losses of approximately $8.2 million, and $18.1 million for the years ended December 31, 2011 and 2010, respectively. If

26

we cannot continue to generate net income or generate it on a consistent basis in the future, there could be an adverse effect on the market price of our securities, which in turn could adversely affect our ability to raise additional equity capital or to incur additional debt as and when needed.

If we cannot raise required capital, we may have to reduce or curtail certain existing operations.

We require significant additional capital for general working capital and debt service needs. If our cash flow and existing working capital are not sufficient to fund our general working capital and debt service requirements, we will have to raise additional funds by selling equity, refinancing some or all of our existing debt or selling assets or subsidiaries. None of these alternatives for raising additional funds may be available on acceptable terms to us, in amounts sufficient for us to meet our requirements, or at all. In addition, our ability to raise additional funds and engage in acquisitions is limited by the terms of the Indenture and the amended Credit Agreement. Our failure to obtain any required new financing may, if needed, require us to reduce or curtail certain existing operations.

Our substantial level of debt could limit our ability to grow and compete.

Our total indebtedness was approximately $343.8 million as of December 31, 2012. A significant portion of our cash flow from operations is and will continue to be used to service our debt obligations, and our ability to obtain additional financing is limited by the terms of the Indenture and the amended Credit Agreement. We may not have sufficient future cash flow to meet our debt payments, or we may not be able to refinance any of our debt at maturity. We have pledged substantially all of our assets and our existing and future domestic subsidiaries to our lenders as collateral. Our lenders could proceed against the collateral to repay outstanding indebtedness if we are unable to meet our debt service obligations. If amounts outstanding under the amended Credit Agreement were to be accelerated, our assets may not be sufficient to repay in full the money owed to such lender.

Our substantial indebtedness could have important consequences to our business, such as:

• preventing us, under the terms of the Indenture and the amended Credit Agreement, from obtaining additional financing to grow our business and compete effectively;

• limiting our ability, as a practical matter, to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy or other purposes; and

• placing us at a disadvantage compared to those of our competitors who have less debt.

The Indenture, the amended Credit Agreement, or both, contain various covenants that limit management’s discretion in the operation of our business and could limit our ability to grow and compete.

Subject to certain exceptions, both the Indenture and the amended Credit Agreement contain various provisions that limit our ability, among other things, to:

• incur additional indebtedness;

• incur liens;

• merge, dissolve, consolidate, or sell all or substantially all of our assets;

• engage in acquisitions;

• make certain investments;

• make certain restricted payments;

• use loan proceeds to purchase or carry margin stock or for any other prohibited purpose;

27

• incur certain contingent obligations;

• enter into certain transactions with affiliates; and

• change the nature of our business.

In addition, the Indenture contains various provisions that limit our ability to:

• apply the proceeds from certain asset sales other than in accordance with the terms of the Indenture; and

• restrict dividends or other payments from subsidiaries.

In addition, the amended Credit Agreement contains various provisions that limit our ability to:

• dispose of certain assets; and

• amend our or any guarantor’s organizational documents of the Company in any way that is materially adverse to the lender under our existing credit facility, or the 2012 Credit Facility.

Moreover, if we fail to comply with any of the financial covenants or ratios under our 2012 Credit Facility, our lender could:

• Elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or

• Terminate their commitments, if any, to make further extensions of credit.

Any such action by our lender would have a material adverse effect on our overall business and financial condition.

In recent years, we have experienced net losses, primarily as a result of the current uncertain economic conditions. Were these conditions to continue for an extended period of time or worsen, our ability to comply with the Notes or our 2012 Credit Facility, including financial covenants and ratios, and continue to operate our business as it is presently conducted, could be jeopardized.

We reported a net income of $13.6 million and had positive cash flow from operations of $40.0 million for the year ended December 31, 2012. We reported a net loss of $8.2 million and had positive cash flow from operations of $17.6 million for the year ended December 31, 2011. Additionally, as of December 31, 2012, we had an accumulated deficit of $925.4 million. If we were to experience net losses and declining net revenue over a period of time, there could be an adverse effect on our liquidity and capital resources. In addition, if events or circumstances occur such that we were not able to generate positive cash flow and operate our business as it is presently conducted, we may be required to refinance our existing debt, sell assets, curtail certain operations and/or obtain additional equity or debt financing. There is no assurance that any such transactions, if required, could be consummated on terms satisfactory to us or at all. Any default under the Notes or our 2012 Credit Facility, inability to renegotiate such agreements if required, obtain additional financing if needed, or obtain waivers for any failure to comply with financial covenants and ratios would have a material adverse effect on our overall business and financial condition.

Our ability to generate the significant amount of cash needed to pay interest and principal on the Notes and service our other indebtedness and financial obligations and our ability to refinance all or a portion of our indebtedness or obtain additional financing depends on many factors beyond our control. In addition, we may not be able to pay amounts due on our indebtedness.

As of December 31, 2012, we had outstanding total indebtedness of approximately $343.8 million. Our ability to make payments on and refinance our indebtedness, including the Notes and amounts borrowed under

28

our 2012 Credit Facility and other financial obligations, and to fund our operations will depend on our ability to generate substantial operating cash flow. Our cash flow generation will depend on our future performance, which is subject to many factors, including prevailing economic conditions and financial, business and other factors, many of which are beyond our control.

Our business may not generate sufficient cash flow from operations and future borrowings may not be available to us under our 2012 Credit Facility or otherwise, in amounts sufficient to enable us to service our indebtedness, including the Notes and borrowings under our 2012 Credit Facility, or to fund our other liquidity needs. If events or circumstances occur such that we are not able to generate positive cash flow and operate our business as it is presently conducted, we may be required to refinance our existing indebtedness, sell assets, curtail certain operations and/or obtain additional equity or debt financing. There is no assurance that any such transactions, if required, could be consummated on terms satisfactory to us or at all. In addition, the current uncertain economic environment has had and may continue to have an impact on our liquidity and capital resources. Because of these and other factors beyond our control, we may be unable to pay the principal, premium (if any), interest or other amounts on our indebtedness.

Current uncertain economic conditions may have an adverse impact on our industry, business, results of operations or financial position.

The continuation or worsening of current uncertain economic conditions could have an adverse effect on the fundamentals of our business, results of operations and/or financial position. These conditions could have a negative impact on our industry or the industry of those customers who advertise on our stations, including, among others, the services, telecommunications, automotive, fast food and restaurant, and retail industries, which provide a significant amount of our advertising revenue. There can be no assurance that we will not experience any further material adverse effect on our business as a result of the current economic conditions or that the actions of the United States Government, Federal Reserve or other governmental and regulatory bodies for the reported purpose of stabilizing the economy or financial markets will achieve their intended effect. Additionally, some of these actions may adversely affect financial institutions, capital providers, advertisers or other consumers or our financial condition, results of operations or the trading price of our securities. Potential consequences of the foregoing include:

• the financial condition of companies that advertise on our stations, including, among others, those in the services, telecommunications, automotive, fast food and restaurant, and retail industries, which may file for bankruptcy protection or face severe cash flow issues, may result in a further significant decline in our advertising revenue;

• our ability to borrow capital on terms and conditions that we find acceptable, or at all, may be limited, which could limit our ability to refinance our existing debt;

• our ability to pursue permitted acquisitions or divestitures of television or radio assets may be limited, both as a result of these factors and, with respect to acquisitions, limitations contained in the Indenture and the amended Credit Agreement;

• the possible further impairment of some or all of the value of our syndicated programming, goodwill and other intangible assets, including our broadcast licenses; and

• the possibility that our lender under our 2012 Credit Facility could refuse to fund its commitment to us or could fail, and we may not be able to replace the financing commitment of any such lender on favorable terms, or at all.

29

The recent recession and difficulties in the global capital and credit markets have adversely affected, and current uncertain economic conditions may continue to adversely affect, our business, as well as the industries of many of our customers, which are cyclical in nature.

Some of the markets in which our advertisers participate, such as the services, telecommunications, automotive, fast food and restaurant, and retail industries, are cyclical in nature, thus posing a risk to us which is beyond our control. Recent declines in consumer and business confidence and spending, together with significant reductions in the availability and increases in the cost of credit and volatility in the capital and credit markets, have adversely affected the business and economic environment in which we operate and can affect the profitability of our business. Our business is exposed to risks associated with the creditworthiness of our key advertisers and other strategic business partners. These conditions have resulted in financial instability or other adverse effects at many of our advertisers and other strategic business partners. The consequences of such adverse effects could include the delay or cancellation of customer advertising orders, cancellation of our programming and termination of facilities that broadcast or re-broadcast our programming. The reoccurrence of any of these conditions may adversely affect our cash flow, profitability and financial condition. During 2008 and 2009, as a result of the global financial crisis and recession, lenders and institutional investors reduced and, in some cases, ceased to provide funding to borrowers reducing the availability of liquidity and credit to fund or support the continuation and expansion of business operations worldwide. Although the markets have generally stabilized since the depths of the recession, the economic recovery has continued to be weak. Future disruption of the credit markets and/or sluggish economic growth in future periods could adversely affect our customers’ access to credit which supports the continuation and expansion of their businesses and could result in advertising or broadcast cancellations or suspensions, payment delays or defaults by our customers.

Current uncertain economic conditions and their impact on consumer and general business confidence could negatively affect us.

Recent disruption in the financial markets has generally created increasingly difficult conditions for companies globally. Consumer confidence and business and consumer spending have been volatile during this period, and could remain so for an extended period. Consumer purchases of advertising time are sensitive to these conditions and may decline in future periods where disposable income is adversely affected or there is economic uncertainty. The tightening of credit in financial markets also adversely affects the ability of our customers to obtain financing for advertising purchases.

Adverse or uncertain general economic conditions may cause potential customers to defer or forgo the purchase of advertising time. Moreover, insolvencies associated with current economic conditions or future economic downturns could adversely affect our business through the loss of carriers and clients or by hampering our ability to sell advertising or generate retransmission consent revenue. Further, reduced levels of staffing due to further layoffs could also have a negative impact on our business by spreading our personnel resources too thinly and not being able to cover all of our customer markets as effectively as in previous periods.

If our earnings were to decrease in future periods, it is possible that we would fail to comply with the terms of the Notes or our 2012 Credit Facility, which would have a significant adverse effect on us.

Current uncertain economic conditions may affect our financial performance or our ability to forecast our business with accuracy.

Our operations and performance depend significantly on U.S. and, to a lesser extent, international economic conditions and their impact on purchases of advertising by our customers. As a result of the global financial crisis, which was experienced on a broad and extensive scope and scale, and the recession in the United States, general economic conditions deteriorated significantly throughout 2008 and most of 2009, and the economic recovery since that time has been weak. Economic conditions may remain uncertain for the foreseeable future. In 2010, we experienced increased customer demand for advertising commitments in both our television and radio

30

segments. However, excluding advertising solely attributable to the World Cup and political activity, we believe that demand was relatively flat for advertising during 2010. Additionally, in 2011, we did not benefit from the occurrence of any of these periodic events. In 2012, we experienced increased customer demand for advertising commitments in both our television and radio segments, and benefited from increased revenue attributable to political activity. We believe that this general economic uncertainty may continue in future periods, as our customers alter their purchasing activities in response to the new economic reality, and, among other things, our customers may change or scale back future purchases of advertising. This uncertainty may also affect our ability to prepare accurate financial forecasts or meet specific forecasted results. It is currently unclear as to what overall effect the current economic conditions and uncertainties will continue to have on the marketplace and our future business. If we are unable to adequately respond to or forecast further changes in demand for advertising if current economic conditions persist or deteriorate, our results of operations, financial condition and business prospects may be materially and adversely affected.

Cancellations or reductions of advertising could adversely affect our results of operations.

We do not obtain long-term commitments from our advertisers, and advertisers may cancel, reduce or postpone orders without penalty. We have experienced cancellations, reductions or delays in purchases of advertising from time to time in the past and more regularly during the recent global financial crisis and recession. These have affected, and could continue to affect, our revenue and results of operations, especially if we are unable to replace such advertising purchases. Many of our expenses are based, at least in part, on our expectations of future revenue and are therefore relatively fixed once budgeted. Therefore, weakness in advertising sales would adversely impact both our revenue and our results of operations.

Our advertising revenue can vary substantially from period to period based on many factors beyond our control, including but not limited to those discussed above. This volatility affects our operating results and may reduce our ability to repay indebtedness or reduce the market value of our securities.

We rely on sales of advertising time for most of our revenues and, as a result, our operating results are sensitive to the amount of advertising revenue we generate. If we generate less revenue, it may be more difficult for us to repay our indebtedness and the value of our business may decline. Our ability to sell advertising time depends on:

• the levels of advertising, which can fluctuate between and among industry groups and in general, based on industry and general economic conditions;

• the health of the economy in the area where our television and radio stations are located and in the nation as a whole;

• the popularity of our programming and that of our competition;

• changes in the makeup of the population in the areas where our stations are located;

• the activities of our competitors, including increased competition from other forms of advertising-based mediums, such as other broadcast television stations, radio stations, MVPDs and internet and broadband content providers serving in the same markets; and

• other factors that may be beyond our control.

Changes in our accounting estimates and assumptions could negatively affect our financial position and operating results.

We prepare our financial statements in accordance with generally accepted accounting principles, or GAAP. GAAP requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities, the disclosure of contingent assets and liabilities, and our financial statements. We are also required to make certain judgments that affect the reported amounts of revenue and expenses during each reporting period.

31

We periodically evaluate our estimates and assumptions, including those relating to the valuation of intangible assets, investments, income taxes, stock-based compensation, claims handling obligations, retirement plans, reserves, litigation and contingencies. We base our estimates on historical experience and various assumptions that we believe to be reasonable at the time we make those assumptions, based on specific circumstances. Actual results could differ materially from our estimated results. Additionally, changes in accounting standards, assumptions or estimates may have an adverse impact on our financial position, results of operations and cash flows.

The terms of any additional equity or convertible debt financing could contain terms that are superior to the rights of our existing security holders.

Depending upon our future results of operations, ability to further reduce costs as necessary and comply with our financing agreements, including financial covenants and ratios, we may require additional equity or debt financing. If future funds are raised through issuance of stock or convertible debt, these securities could have rights, privileges and preference senior to those of common stock. The sale of additional equity securities or securities convertible into or exchangeable for equity securities could also result in dilution to our current shareholders. There can be no assurance that additional financing, if required, will be available on terms satisfactory to us or at all.

Any failure to maintain our FCC broadcast licenses could cause a default under our 2012 Credit Facility and cause an acceleration of our indebtedness.

Our 2012 Credit Facility requires us to maintain our FCC licenses. If the FCC were to revoke any of our material licenses, our lender could declare all amounts outstanding under the 2012 Credit Facility to be immediately due and payable. If our indebtedness is accelerated, we may not have sufficient funds to pay the amounts owed.

We have a significant amount of goodwill and other intangible assets and we may never realize the full value of our intangible assets. Although we have not recorded impairments of our television and radio assets in 2011 or 2012, in prior years we recorded impairment of certain assets.

Goodwill and intangible assets totaled $280 million and $282 million at December 31, 2012 and 2011, respectively, primarily attributable to acquisitions in prior years. At the date of these acquisitions, the fair value of the acquired goodwill and intangible assets equaled its book value. At least annually, we test our goodwill and indefinite lived intangible assets for impairment. Impairment may result from, among other things, deterioration in our performance, adverse market conditions, adverse changes in applicable laws and regulations, including changes that restrict the activities of or affect the products or services sold by our businesses and a variety of other factors.

Goodwill and indefinite life intangible assets are tested annually on October 1 for impairment, or more frequently if events or changes in circumstances indicate that our assets might be impaired. Such circumstances may include, among other things, a further significant decrease in our revenues, decrease in prevailing broadcast transaction multiples, deterioration in broadcasting industry revenues, adverse market conditions, and a further significant decrease in our market capitalization. Appraisals of any of our reporting units or changes in estimates of our future cash flows could affect our impairment analysis in future periods and cause us to record either an additional expense for impairment of assets previously determined to be impaired or record an expense for impairment of other assets. Depending on future circumstances, we may never realize the full value of our intangible assets. Any determination of impairment of our goodwill or other intangibles could have an adverse effect on our financial condition and results of operations.

Univision’s ownership of our Class U common stock may make some transactions difficult or impossible to complete without Univision’s support.

Univision is the holder of all of our issued and outstanding Class U common stock. Although the Class U common stock has limited voting rights and does not include the right to elect directors, Univision does have the right to approve any merger, consolidation or other business combination involving our company, any dissolution

32

of our company and any assignment of the FCC licenses for any of our Univision-affiliated television stations. Univision’s ownership interest may have the effect of delaying, deterring or preventing a change in control of our company and may make some transactions more difficult or impossible to complete without Univision’s support or due to Univision’s then-existing media interests in applicable markets.

If our affiliation or other contractual relationships with Univision or Univision’s programming success change in an adverse manner, it could negatively affect our television ratings, business, revenue and results of operations.

Our affiliation and other contractual relationships with Univision have a significant impact on our business, revenue and results of operations of our television stations. If our affiliation agreement or another contractual relationship with Univision were terminated, or if Univision were to stop providing programming to us for any reason and we were unable to obtain replacement programming of comparable quality, it could have a material adverse effect on our business, revenue and results of operations. We regularly engage in discussions with Univision regarding various matters relating to our contractual relationships. If Univision were to not continue to provide programming, marketing, available advertising time and other support to us on the same basis as currently provided, or if our affiliation agreement or another contractual relationship with Univision were to otherwise change in an adverse manner, it could have a material adverse effect on our business, revenue and results of operations.

Our television stations compete for audiences and advertising revenue primarily on the basis of programming content and advertising rates. Audience ratings are a key factor in determining our television advertising rates and the revenue that we generate. If Univision’s programming success or ratings were to decline, it could lead to a reduction in our advertising rates and advertising revenue on which our television business depends. Univision’s relationships with Televisa and Venevision are important to Univision’s, and consequently our, continued success. If Televisa were to stop providing programming to Univision for any reason, and Univision were unable to provide us with replacement programming of comparable quality, it could have a material adverse effect on our business and results of operations. Additionally, by aligning ourselves closely with Univision, we might forego other opportunities that could diversify our television programming and avoid dependence on Univision’s television networks

Because three of our directors, and stockholders affiliated with them, hold the majority of our voting power, they can ensure the outcome of most matters on which our stockholders vote.

As of December 31, 2012, Walter F. Ulloa, Philip C. Wilkinson and Paul A. Zevnik together held approximately 80% of the combined voting power of our outstanding shares of common stock. Each of Messrs. Ulloa, Wilkinson and Zevnik is a member of our board of directors, and Mr. Ulloa also serves as our chief executive officer. In addition to their shares of our Class A common stock, collectively they own all of the issued and outstanding shares of our Class B common stock, which have ten votes per share on any matter subject to a vote of the stockholders. Accordingly, Messrs. Ulloa, Wilkinson and Zevnik themselves have the ability to elect each of the members of our board of directors. Messrs. Ulloa, Wilkinson and Zevnik have agreed contractually to vote their shares to elect themselves as directors of our company. Messrs. Ulloa, Wilkinson and Zevnik, acting in concert, also have the ability to control the outcome of most matters requiring stockholder approval. This control may discourage certain types of transactions involving an actual or potential change of control of our company, such as a merger or sale of the company.

Stockholders who desire to change control of our company may be prevented from doing so by provisions of our second amended and restated certificate of incorporation and the agreement that governs our 2012 Credit Facility. In addition, other agreements contain provisions that could discourage a takeover.

Our second amended and restated certificate of incorporation could make it more difficult for a third party to acquire us, even if doing so would benefit our stockholders. The provisions of our certificate of incorporation could diminish the opportunities for a stockholder to participate in tender offers. In addition, under our certificate

33

of incorporation, our board of directors may issue preferred stock on terms that could have the effect of delaying or preventing a change in control of our company. The issuance of preferred stock could also negatively affect the voting power of holders of our common stock. The provisions of our certificate of incorporation may have the effect of discouraging or preventing an acquisition or sale of our business.

In addition, the amended Credit Agreement contains limitations on our ability to enter into a change of control transaction. Under the amended Credit Agreement, the occurrence of a change of control would constitute an event of default permitting acceleration of our outstanding indebtedness.

If we do not successfully respond to rapid changes in technology and evolving industry trends, we may not be able to compete effectively.

Technology in the broadcast, entertainment and Internet industries is changing rapidly. Advances in technologies or alternative methods of content delivery, as well as certain changes in consumer or advertiser behavior driven by changes in these or other technologies and methods of delivery, could have a negative effect on our business. Examples of such advances in technologies include video-on-demand, satellite radio, video games, DVD players and other personal video and audio systems (e.g., iPods, iPads and tablet devices), wireless devices, text messaging and downloading from the Internet. For example, devices that allow users to view or listen to television or radio programs on a time-delayed basis, and technologies which enable users to fast-forward or skip advertisements altogether, such as DVRs (e.g., TiVo), Aereo, the Hopper and portable digital devices, may cause changes in consumer behavior that could affect the perceived attractiveness of our services to advertisers, and could adversely affect our advertising revenue and our results of operations. In addition, further increases in the use of portable digital devices which allow users to view or listen to content of their own choosing, in their own time, while avoiding traditional commercial advertisements, could adversely affect our advertising revenue and our results of operations. Additionally, cable providers and direct-to-home satellite operators are developing new video compression technologies that allow them to transmit more channels on their existing equipment to highly targeted audiences, reducing the cost of creating such channels and potentially leading to increased competition for viewers in some of our markets. Our ability to adapt to changes in technology on a timely and effective basis and exploit new sources of revenue from these changes may affect our business prospects and results of operations.

If we cannot renew our FCC broadcast licenses, our broadcast operations would be impaired.

Our television and radio businesses depend upon maintaining our broadcast licenses, which are issued by the FCC. The FCC has the authority to renew licenses, not renew them, renew them only with significant qualifications, including renewals for less than a full term, or revoke them. Although we expect to renew all our FCC licenses in the ordinary course, we cannot assure investors that our future renewal applications will be approved, or that the renewals will not include conditions or qualifications that could adversely affect our operations. Failing to renew any of our stations’ main licenses would prevent us from operating the affected stations, which could materially adversely affect our business, financial condition and results of operations. If we renew our licenses with substantial conditions or modifications (including renewing one or more of our licenses for less than the standard term of eight years), it could have a material adverse effect on our business, financial condition and results of operations.

Displacement of any of our low-power television stations (other than Class A stations) could cause our ratings and revenue for any such station to decrease.

A significant portion of our television stations are licensed by the FCC for low-power service only. Our low-power television stations operate with less power and coverage than our full-power stations. The FCC rules under which we operate provide that low-power television stations are treated as a secondary service. If any or all of our low-power stations are found to cause interference to full-power stations or sufficient channels become unavailable to accommodate incumbent broadcast television stations, owing to the relocation of full-power

34

stations to fewer channels, we could be required to eliminate the interference or terminate service. In a few urban markets where we operate, including Washington, D.C. and San Diego, there are a limited number of alternative channels to which our low-power television stations can migrate. If, as a result of the elimination of part of the broadcast spectrum or otherwise, we are unable to move the signals of our low-power television stations to replacement channels, or such channels do not permit us to maintain the same level of service, we may be unable to maintain the viewership these stations currently have, which could harm our ratings and advertising revenue or, in the worst case, cause us to discontinue operations at these low-power television stations.

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

We no longer rely on “must carry” rights to obtain the retransmission of our full-power television stations on MVPDs. New laws or regulations could affect retransmission consent rights and the negotiating process between broadcasters and MVPDs.

Our low-power television stations do not have MVPD “must carry” rights. Some of our low-power television stations are carried on cable systems as they provide broadcast programming the cable systems desire and are part of the retransmission consent agreements we are party to. Where MVPDs are not contractually required to carry our low-power stations, we may face future uncertainty with respect to the availability of MVPD carriage for our low-power stations.

We are a party to various retransmission consent agreements that may be terminated or not extended following their current termination dates.

If our retransmission consent agreements are terminated or not extended following their current termination dates, our ability to reach MVPD subscribers and, thereby, compete effectively, may be adversely affected, which could adversely affect our business, financial condition and results of operations.

Retransmission consent revenue may not continue to grow at recent rates and are subject to reverse network compensation.

While we expect the amount of revenues generated from our retransmission consent agreements to continue to grow in the near-term and beyond, the rate of growth of such revenue may not continue at recent and current rates and may be detrimentally affected by network program suppliers seeking reverse network compensation.

Carriage of our signals on DBS services is subject to DBS companies providing local broadcast signals in the television markets we serve and our decision as to the terms upon which our signals will be carried.

SHVIA allowed DBS television companies, which are currently DirecTV and EchoStar/Dish Network, for the first time to transmit local broadcast television station signals back to their subscribers in local markets. In exchange for this privilege, however, SHVIA required that in television markets in which a DBS company elects to pick up and retransmit any local broadcast station signals, the DBS provider must also offer to its subscribers signals from all other qualified local broadcast television stations in that market. Our broadcast television stations in markets for which DBS operators have elected to carry local stations have previously obtained carriage under this “carry one/carry all” rule.

SHVIA expired in 2004 and Congress adopted SHVERA, which expired in 2009, but was extended in May 2010 by STELA. STELA provides a further five-year extension, until 2014, of the “carry one/carry all” rule earlier adopted in SHVIA and SHVERA. To the extent we have decided to secure our carriage on DBS through retransmission consent agreements, the “carry one/carry all” rule no longer is relevant to us.

35

Changes in the FCC’s ownership rules could lead to increased market power for our competitors.

On June 2, 2003, the FCC revised its national ownership policy, modified television and cross-ownership restrictions, and changed its methodology for defining radio markets. Ultimately, the only rules that were adopted were those dealing with the determination of the number of local radio stations in local radio markets and loosening the limitations on newspaper-broadcast cross-ownership. Congress has also indicated its concern over the FCC’s new rules and legislation has been considered to restrict the changes. The FCC has now commenced a further review of its ownership policies for the broadcast medium. To date, however, only a reduction in the nationwide television cap, to 39% of the viewing public, has been the subject of federal legislation. Accordingly, the impact of changes in the FCC’s restrictions on how many stations a party may own, operate and/or control and on our future acquisitions and competition from other companies is limited, but, in connection with local radio ownership and newspaper-broadcast cross-ownership, could result in our competitors’ (including newspaper owners’) ability to increase their presence in the markets in which we operate and may prevent us from adding stations in markets where we could achieve operating efficiencies or grow our business.

We rely on over-the-air spectrum which might be taken away, auctioned or be subject to other modifications (including repacking) pursuant to an FCC-sanctioned process.

Our television business operates through over-the-air transmission of broadcast signals. These transmissions are authorized under licenses issued to our stations by the FCC. The current electromagnetic spectrum is finite and certain parts of the spectrum are better than others owing to the ability of electromagnetic signals to penetrate buildings. This is the portion of the spectrum where broadcast stations operate.

With the advent of mobile wireless communications and its use not only for voice but for broadband distribution, the need for spectrum has grown. The FCC is engaged in efforts related to the implementation of a national broadcast plan it has developed. The plan calls for an increase in the amount of spectrum available for use by wireless broadband services. Available sources of such spectrum are limited and the spectrum allotted for television broadcasting as a source for such spectrum repurposing has been identified as containing spectrum that the FCC believes should be recovered in part and made available for wireless broadband use. The FCC has indicated that any such repurposing as it applies to full-service and Class A television stations would be voluntary and television broadcasters are not be required to return their spectrum. However, it cannot be certain how the FCC’s efforts to secure additional spectrum for mobile wireless communications and the incentive auction and repacking processes that accompany the redistribution of broadcast spectrum will affect television broadcasting, as it remains dependent on the applications of such legislation, the rules to be adopted by the FCC, and the actions of broadcasters in dealing with the new spectrum environment.

There are significant political, legal and technical issues to overcome and be considered by us before changes in spectrum use may occur. The loss of spectrum could have a significant impact on our television business as would the sale or auction of spectrum or the modification of the available spectrum. We are giving consideration to all of the implications of the expected changes in how spectrum will be made available for broadcasting.

Available Information

We make available free of charge on our corporate website, www.entravision.com, the following reports, and amendments to those reports, filed or furnished pursuant to Sections 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC:

• our annual report on Form 10-K;

• our quarterly reports on Form 10-Q; and

• our current reports on Form 8-K.

The information on our website is not, and shall not be deemed to be, a part of this report or incorporated by reference into this or any other filing we make with the SEC.

36

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our corporate headquarters are located in Santa Monica, California. We lease approximately 16,000 square feet of space in the building housing our corporate headquarters under a lease expiring in 2021. We also lease approximately 45,000 square feet of space in the building housing our radio network headquarters in Los Angeles, California, under a lease expiring in 2016.

The types of properties required to support each of our television and radio stations typically include offices, broadcasting studios and antenna towers where broadcasting transmitters and antenna equipment are located. The majority of our office, studio and tower facilities are leased pursuant to long-term leases. We also own the buildings and/or land used for office, studio and tower facilities at certain of our television and/or radio properties. We own substantially all of the equipment used in our television and radio broadcasting business. We believe that all of our facilities and equipment are adequate to conduct our present operations. We also lease certain facilities and broadcast equipment in the operation of our business. See Note 9 to Notes to Consolidated Financial Statements.

ITEM 3. 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 or our business.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

37

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our Class A common stock has been listed and traded on The New York Stock Exchange since August 2, 2000 under the symbol “EVC.” The following table sets forth the range of high and low sales prices reported by The New York Stock Exchange for our Class A common stock for the periods indicated:

	High		Low
Year Ending December 31, 2011
First Quarter	$	2.75	$	2.01
Second Quarter	$	2.78	$	1.79
Third Quarter	$	2.10	$	0.95
Fourth Quarter	$	1.91	$	0.75
Year Ending December 31, 2012
First Quarter	$	1.95	$	1.35
Second Quarter	$	1.85	$	1.14
Third Quarter	$	1.55	$	1.10
Fourth Quarter	$	1.73	$	1.13

As of March 1, 2013, there were approximately 179 holders of record of our Class A common stock. We believe that the number of beneficial owners of our Class A common stock substantially exceeds this number.

38

Performance Graph

The following graph, which was produced by Research Data Group, Inc., depicts our quarterly performance for the period from December 31, 2007 through December 31, 2012, as measured by total stockholder return on our Class A common stock compared with the total return of the S&P 500 Index and the S&P Broadcasting & Cable TV Index. Upon request, we will furnish to stockholders a list of the component companies of such indices.

We caution that the stock price performance shown in the graph below should not be considered indicative of potential future stock price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*

Among Entravision Communications Corporation, the S&P 500 Index

and the S&P Broadcasting Index

* Assumes $100 invested on December 31, 2006 in stock or index, including reinvestment of dividends.

	Period Ending
Index	12/31/07		12/31/08		12/31/09		12/31/10		12/31/11		12/31/12
Entravision Communications Corporation		100.00		19.92		43.42		32.82		20.61		23.70
S&P 500		100.00		63.00		79.68		91.68		93.61		108.59
S&P Broadcasting		100.00		55.79		98.63		127.69		148.08		216.06

Dividend Policy

We paid a cash dividend on our Class A, Class B, and Class U common stock of $0.12 per share on December 28, 2012. We paid a cash dividend on our Class A, Class B, and Class U common stock of $0.06 per share on December 30, 2011. Our future dividend policy will depend on factors considered relevant in the discretion of the Board of Directors, which may include, among other things, our earnings, capital requirements and financial condition. In addition, the amended Credit Agreement and the Indenture place certain restrictions on our ability to pay dividends on any class of our common stock.

39

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information regarding outstanding options and shares reserved for future issuance under our equity compensation plans as of December 31, 2012:

Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and  Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in the First Column)
Equity compensation plans approved by security holders:
Incentive Stock Plans (1)		9,222,413	(2)	$	4.55	(3)		7,442,576
Employee Stock Purchase Plan		N/A	(4)		N/A	(4)		3,997,062
Equity compensation plans not approved by security holders		—			—			—
Total		9,222,413		$	4.55			11,439,638

(1) Represents information with respect to both our 2000 Omnibus Equity Incentive Plan and our 2004 Equity Incentive Plan. No options, warrants or rights have been issued other than pursuant to these plans.

(2) Includes an aggregate of 1,015,598 restricted stock units.

(3) Weighted average exercise price of outstanding options; excludes restricted stock units.

(4) Our 2001 Employee Stock Purchase Plan, or ESPP, permits full-time employees to have payroll deductions made to purchase shares of our Class A common stock during specified purchase periods. The purchase price is the lower of 85% of (1) the fair market value per share of our Class A common stock on the last business day before the purchase period begins and (2) the fair market value per share of our Class A common stock on the last business day of the purchase period. Consequently, the price at which shares will be purchased for the purchase period currently in effect is not known. We suspended the ESPP in 2009.

Issuer Purchases of Equity Securities

On November 1, 2006, our Board of Directors approved a $100 million stock repurchase program. We were authorized to repurchase up to $100 million of our outstanding Class A common stock from time to time in open market transactions at prevailing market prices, block trades and private repurchases. On April 7, 2008, our Board of Directors approved an additional $100 million stock repurchase program. We have repurchased a total of 20.8 million shares of Class A common stock for approximately $120.3 million under both plans from inception through December 31, 2012. We did not repurchase any shares of Class A common stock during 2010, 2011 or 2012. Subject to certain exceptions, both the Indenture and the amended Credit Agreement contain various provisions that limit our ability to make future repurchases of shares of our common stock.

40

ITEM 6. SELECTED FINANCIAL DATA

The selected financial data set forth below with respect to our consolidated statements of operations for the years ended December 31, 2012, 2011 and 2010 and with respect to our consolidated balance sheets as of December 31, 2012 and 2011 have been derived from our audited consolidated financial statements which are included elsewhere herein. The consolidated statement of operations data for the years ended December 31, 2009 and 2008 and the consolidated balance sheet data as of December 31, 2010, 2009 and 2008 have been derived from our audited consolidated financial statements not included herein. The consolidated statement of operations data for the year ended December 31, 2008 has been reclassified to reflect the outdoor operations as discontinued operations.

The selected consolidated financial data set forth below is qualified in its entirety by, and should be read in conjunction with both, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this annual report on Form 10-K and the consolidated statements and the notes to those consolidated financial statements included in Item 8 “Financial Statements and Supplementary Data” of this annual report on Form 10-K.

(In thousands, except share and per share data)

	Years Ended December 31,
	2012			2011			2010			2009			2008
Statements of Operations Data:
Net revenue	$	223,253		$	194,396		$	200,476		$	189,231		$	232,335
Direct operating expenses		92,256			88,590			84,802			83,902			100,801
Selling, general and administrative expenses		37,818			36,511			38,046			38,278			43,709
Corporate expenses		17,976			15,669			18,416			14,918			17,117
Depreciation and amortization		16,426			18,653			19,229			21,033			23,412
Impairment charge		—			—			36,109			50,648			610,456
		164,476			159,423			196,602			208,779			795,495
Operating income (loss)		58,777			34,973			3,874			(19,548	)		(563,160	)
Interest expense		(35,407	)		(37,650	)		(24,429	)		(27,948	)		(43,093	)
Interest income		86			3			260			459			1,894
Other income (loss)		—			687			—			—			—
Gain (loss) on debt extinguishment		(3,743	)		(423	)		(987	)		(4,716	)		9,813
Income (loss) before income taxes		19,713			(2,410	)		(21,282	)		(51,753	)		(594,546	)
Income tax (expense) benefit		(6,112	)		(5,790	)		3,376			1,917			70,086
Income (loss) before equity in net income (loss) of nonconsolidated affiliate and discontinued operations		13,601			(8,200	)		(17,906	)		(49,836	)		(524,460	)
Equity in net income (loss) of nonconsolidated affiliate		—			—			(180	)		(236	)		(166	)
Income (loss) from continuing operations		13,601			(8,200	)		(18,086	)		(50,072	)		(524,626	)
Income (loss) from discontinued operations		—			—			—			—			(3,930	)
Net income (loss) applicable to common stockholders	$	13,601		$	(8,200	)	$	(18,086	)	$	(50,072	)	$	(528,556	)
Net income (loss) per share applicable to common stockholders, basic and diluted	$	0.16		$	(0.10	)	$	(0.21	)	$	(0.60	)	$	(5.84	)
Cash dividends per share, basic and diluted	$	0.12		$	0.06		$	—		$	—		$	—
Weighted average common shares outstanding, basic		85,882,646			85,051,066			84,488,930			83,972,709			90,560,685
Weighted average common shares outstanding, diluted		86,314,206			85,051,066			84,488,930			83,972,709			90,560,685

41

	Years Ended December 31,
	2012		2011			2010		2009		2008
Other Data:
Capital expenditures	$	9,900	$	8,218		$	7,177	$	6,961	$	16,860
Balance Sheet Data:
Cash and cash equivalents	$	36,130	$	58,719		$	72,390	$	27,666	$	64,294
Total assets		438,051		467,321			490,810		487,927		592,983
Long-term debt, including current portion		340,814		379,662			396,119		363,949		406,523
Total stockholders' equity (deficit)	$	5,401	$	(561	)	$	10,357	$	25,235	$	72,094

42

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of our consolidated results of operations and cash flows for the years ended December 31, 2012, 2011 and 2010 and consolidated financial condition as of December 31, 2012 and 2011 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this document.

OVERVIEW

We are a diversified Spanish-language media company utilizing a combination of television and radio operations, together with mobile, digital and other interactive media platforms, to reach Hispanic consumers across the United States, as well as the border markets of Mexico. We operate in two reportable segments: television broadcasting and radio broadcasting. Our net revenue for the year ended December 31, 2012 was $223.3 million. Of that amount, revenue generated by our television segment accounted for 70% and revenue generated by our radio segment accounted for 30%.

As of the date of filing this report, we own and/or operate 56 primary television stations located primarily in California, Colorado, Connecticut, Florida, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C. We own and operate 49 radio stations (38 FM and 11 AM) located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas and a national sales representation firm. Our television and radio stations typically have local websites and other digital and interactive media platforms that provide users with news and information as well as a variety of other products and services.

We generate revenue primarily from sales of national and local advertising time on television and radio stations, and from retransmission consent agreements. 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. 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 industry and are due primarily to variations in advertising expenditures by both local and national advertisers. In addition, advertising revenue is generally higher during even-numbered years resulting from political advertising and every four years resulting from advertising aired during the World Cup (2010 and 2014).

We also generate revenue from retransmission consent agreements that are entered into with MVPDs. We refer to such revenue as retransmission consent revenue, which represents payments from MVPDs for access to our television station signals so that they may rebroadcast our signals and charge their subscribers for this programming. We recognize retransmission consent revenue when it is accrued pursuant to the agreements we have entered into with respect to such revenue.

Our primary expenses are employee compensation, including commissions paid to our sales staff and amounts paid to our national representative firms, as well as expenses for marketing, promotion and selling, technical, local programming, engineering, 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

During 2012, we achieved revenue growth primarily driven by increases in political advertising, core advertising and retransmission consent revenue. The increase in our political advertising revenue reflects the importance of our television and radio platforms in reaching Latino voters. Net revenue increased to

43

$223.3 million, an increase of $28.9 million, or 15%, from $194.4 million for 2011. Our audience shares remain strong in the nation's most densely populated Hispanic markets, and we believe we are well positioned to benefit as the U.S. Hispanic market continues to expand and advertisers increasingly recognize the importance of reaching our target audience.

Net revenue for our television segment increased to $156.8 million in 2012, from $131.5 million in 2011. This increase of $25.3 million, or 19%, was primarily due to increases in political advertising revenue, which was not material in 2011, core advertising revenue and retransmission consent revenue. We generated a total of $20.2 million in retransmission consent revenue in 2012. We anticipate that retransmission consent revenue for the full year 2013 will be greater than it was for the full year 2012 and will continue to be a growing source of net revenues in future periods.

Net revenue for our radio segment increased to $66.4 million in 2012, from $62.9 million in 2011. This increase of $3.5 million, or 6%, was primarily due to increases in political advertising revenue, which was not material in 2011, and core advertising revenue.

Acquisitions and Dispositions

On January 3, 2011, we completed the acquisition of LER, a representation firm that sells national spots and digital advertising to advertising agencies on our behalf and other clients. We previously owned 50% of LER, which was accounted for under the equity method. We decided to acquire the 50% of LER that we did not own in order to integrate LER’s sales force with our radio operations. We paid $1.1 million for the remaining 50% of LER. As a result of our obtaining control of LER, our previously-held 50% interest was remeasured to its fair value of $1.1 million. The resulting gain of $0.7 million is included in the line item ‘Other income (loss)’ on the consolidated statement of operations for the year ended December 31, 2011.

We evaluated the transferred set of activities, assets, inputs and processes applied to these inputs in this acquisition and determined that the acquisition did constitute a business. Currently, we are subject to certain limitations on acquisitions under the terms of the Indenture and the amended Credit Agreement. Please see “Liquidity and Capital Resources” below.

In a strategic effort to focus our resources on strengthening existing clusters and expanding into new U.S. Hispanic markets, we periodically review our portfolio of media properties and, from time to time, seek to divest assets in markets where we do not see the opportunity to grow to scale and build out media clusters, subject to limitations contained in our amended Credit Agreement. Please see “Liquidity and Capital Resources” below.

Relationship with Univision

Substantially all of our television stations are Univision- or UniMás-affiliated television stations. Our network affiliation agreements with Univision provide certain of our owned stations the exclusive right to broadcast Univision’s primary network and UniMás network programming in their respective markets. These long-term affiliation agreements each expire in 2021, and can be renewed for multiple, successive two-year terms at Univision’s option, subject to our consent. Under the network affiliation agreements, we generally retain the right to sell approximately six minutes per hour of the available advertising time on Univision’s primary network, and approximately four and a half minutes per hour of the available advertising time on the UniMás network. Those allocations are subject to adjustment from time to time by Univision.

Under the network affiliation agreements, Univision acts as our exclusive sales representative for the sale of national advertising on our Univision- and UniMás-affiliate television stations, and we pay certain sales representation fees to Univision relating to sales of all advertising for broadcast on our Univision- and UniMás-affiliate television stations.

44

We also generate revenue under two marketing and sales agreements with Univision, which give us the right through 2021 to manage the marketing and sales operations of Univision-owned UniMás and Univision affiliates in six markets – Albuquerque, Boston, Denver, Orlando, Tampa and Washington, D.C.

In August 2008, we entered into a proxy agreement with Univision pursuant to which we granted to Univision the right to negotiate the terms of retransmission consent agreements for our Univision- and UniMás-affiliated television station signals for a term of six years. Among other things, the proxy agreement provides terms relating to compensation to be paid to us by Univision with respect to retransmission consent agreements entered into with MVPDs. During the years ended December 31, 2012 and 2011, retransmission consent revenue accounted for approximately $20.2 million and $17.1 million, respectively.

Univision currently owns approximately 10% of our common stock on a fully-converted basis. As of December 31, 2005, Univision owned 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, or DOJ, pursuant to which Univision agreed, among other things, to ensure that its percentage ownership of our company would not exceed 10% by March 26, 2009. In January 2006, we sold the assets of radio stations KBRG-FM and KLOK-AM, serving the San Francisco/San Jose, California market, to Univision for $90 million. Univision paid the full amount of the purchase price in the form of approximately 12.6 million shares of our Class U common stock held by Univision. Subsequently, in 2006, we repurchased 7.2 million shares of our Class U common stock held by Univision for $52.5 million. In February 2008, we repurchased 1.5 million shares of Class U common stock held by Univision for $10.4 million. In May 2009, we repurchased an additional 0.9 million shares of Class A common stock held by Univision for $0.5 million.

The Company’s Class U common stock held by Univision 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 of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision.

45

RESULTS OF OPERATIONS

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 impairment charge. The Company evaluates the performance of its operating segments based on the following (in thousands):

	Years Ended December 31,						% Change 2012  to 2011			% Change 2011  to 2010
	2012		2011		2010
Net Revenue
Television	$	156,839	$	131,490	$	132,561		19	%		(1	)%
Radio		66,414		62,906		67,915		6	%		(7	)%
Consolidated		223,253		194,396		200,476		15	%		(3	)%
Direct operating expenses
Television		56,664		53,789		52,882		5	%		2	%
Radio		35,592		34,801		31,920		2	%		9	%
Consolidated		92,256		88,590		84,802		4	%		4	%
Selling, general and administrative expenses
Television		20,571		19,606		20,249		5	%		(3	)%
Radio		17,247		16,905		17,797		2	%		(5	)%
Consolidated		37,818		36,511		38,046		4	%		(4	)%
Depreciation and amortization
Television		13,312		15,189		15,489		(12	)%		(2	)%
Radio		3,114		3,464		3,740		(10	)%		(7	)%
Consolidated		16,426		18,653		19,229		(12	)%		(3	)%
Segment operating profit
Television		66,292		42,906		43,941		55	%		(2	)%
Radio		10,461		7,736		14,458		35	%		(46	)%
Consolidated		76,753		50,642		58,399		52	%		(13	)%
Corporate expenses		17,976		15,669		18,416		15	%		(15	)%
Impairment charge		—		—		36,109		*			(100	)%
Operating income (loss)	$	58,777	$	34,973	$	3,874		68	%		*
Consolidated adjusted EBITDA (1)	$	76,863	$	55,475	$	63,635		39	%		(13	)%
Capital expenditures
Television	$	8,339	$	6,494	$	6,196
Radio		1,561		1,724		981
Consolidated	$	9,900	$	8,218	$	7,177
Total assets
Television	$	313,904	$	342,462	$	367,474
Radio		124,147		124,859		123,336
Consolidated	$	438,051	$	467,321	$	490,810

* Percentage not meaningful.

(1) Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax

46

(expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our 2012 Credit Facility and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and does include syndication programming payments.

Since our ability to borrow from our 2012 Credit Facility is based on a consolidated adjusted EBITDA financial covenant, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. Our 2012 Credit Facility contains a total net leverage ratio financial covenant. The total net leverage ratio, or the ratio of consolidated total debt (net of up to $10 million of unrestricted cash) to trailing-twelve-month consolidated adjusted EBITDA, affects both our ability to borrow from our 2012 Credit Facility and our applicable margin for the interest rate calculation. Under our 2012 Credit Facility, our maximum total leverage ratio may not exceed 7.00 to 1. The total leverage ratio was as follows (in each case as of December 31): 2012, 4.3 to 1; 2011, 6.7 to 1. Therefore, we were in compliance with this covenant at each of those dates.

While many in the financial community and we consider consolidated adjusted EBITDA to be important, it 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. As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions.

47

Consolidated adjusted EBITDA is a non-GAAP measure. The most directly comparable GAAP financial measure to consolidated adjusted EBITDA is cash flows from operating activities. A reconciliation of this non-GAAP measure to cash flows from operating activities follows (in thousands):

	Years Ended December 31,
	2012			2011			2010
Consolidated adjusted EBITDA (1)	$	76,863		$	55,475		$	63,635
Interest expense		(35,407	)		(37,650	)		(24,429	)
Interest income		86			3			260
Gain (loss) on debt extinguishment		(3,743	)		(423	)		(987	)
Income tax (expense) benefit		(6,112	)		(5,790	)		3,376
Amortization of syndication contracts		(707	)		(1,482	)		(1,159	)
Payments on syndication contracts		1,698			1,976			2,724
Non-cash stock-based compensation included in direct operating expenses		(146	)		(229	)		(454	)
Non-cash stock-based compensation included in selling, general and administrative expenses		(767	)		(812	)		(897	)
Non-cash stock-based compensation included in corporate expenses		(1,738	)		(1,302	)		(1,619	)
Depreciation and amortization		(16,426	)		(18,653	)		(19,229	)
Impairment charge		—			—			(36,109	)
Other income (loss)		—			687			—
Reserve for note receivable		—			—			(3,018	)
Equity in net income (loss) of nonconsolidated affiliates		—			—			(180	)
Net income (loss)		13,601			(8,200	)		(18,086	)
Depreciation and amortization		16,426			18,653			19,229
Impairment charge		—			—			36,109
Deferred income taxes		6,477			4,565			(4,342	)
Amortization of debt issue costs		2,284			2,207			1,140
Amortization of syndication contracts		707			1,482			1,159
Payments on syndication contracts		(1,698	)		(1,976	)		(2,724	)
Equity in net (income) loss of nonconsolidated affiliate		—			—			180
Non-cash stock-based compensation		2,651			2,343			2,970
Other (income) loss		—			(687	)		—
Loss (gain) on debt extinguishment		3,743			423			934
Reserve for note receivable		—			—			3,018
Change in fair value of interest rate swap agreements		—			—			(12,188	)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in restricted cash		—			809			(809	)
(Increase) decrease in accounts receivable		(3,740	)		(574	)		2,091
(Increase) decrease in prepaid expenses and other assets		321			336			310
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(740	)		(1,770	)		8,134
Cash flows from operating activities	$	40,032		$	17,611		$	37,125

(footnotes on preceding page)

48

Year Ended December 31, 2012 Compared to Year Ended December 31, 2011

Consolidated Operations

Net Revenue. Net revenue increased to $223.3 million for the year ended December 31, 2012 from $194.4 million for the year ended December 31, 2011, an increase of $28.9 million. Of the overall increase, $25.4 million came from our television segment and was primarily attributable to increases in political advertising revenue, which was not material in 2011, core advertising revenue and retransmission consent revenue. Additionally, $3.5 million of the overall increase came from our radio segment and was primarily attributable to increases in political advertising revenue, which was not material in 2011, and core advertising revenue.

We believe that we will continue to face a challenging advertising environment in 2013 as our advertising customers continue to make difficult choices in the current uncertain economic environment and we will not have revenue from political advertising that positively impacted our results of operations in 2012.

Direct Operating Expenses. Direct operating expenses increased to $92.3 million for the year ended December 31, 2012 from $88.6 million for the year ended December 31, 2011, an increase of $3.7 million. Of the overall increase, $2.9 million came from our television segment and was primarily attributable to an increase in expenses associated with the increase in net revenue and an increase in salary expense. Additionally, $0.8 million of the overall increase came from our radio segment and was primarily attributable to an increase in salary expense. As a percentage of net revenue, direct operating expenses decreased to 41% for the year ended December 31, 2012 from 46% for the year ended December 31, 2011. Direct operating expenses as a percentage of net revenue decreased because the increase in net revenue outpaced the increase in direct operating expenses.

We believe that direct operating expenses will continue to increase during 2013 primarily as a result of employee salary increases.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased to $37.8 million for the year ended December 31, 2012 from $36.5 million for the year ended December 31, 2011, an increase of $1.3 million. Of the overall increase, $1.0 million came from our television segment and was primarily attributable to an increase in salary expense and an increase in bad debt expense. Additionally, $0.3 million of the overall increase came from our radio segment and was primarily attributable to an increase in salary expense. As a percentage of net revenue, selling, general and administrative expenses decreased to 17% for the year ended December 31, 2012 from 19% for the year ended December 31, 2011. Selling, general and administrative expenses as a percentage of net revenue decreased because the increase in net revenue outpaced the increase in selling, general and administrative expenses.

We believe that selling, general and administrative expenses will continue to increase during 2013 primarily as a result of employee salary increases.

Corporate expenses increased to $18.0 million for the year ended December 31, 2012 from $15.7 million for the year ended December 31, 2011, an increase of $2.3 million. The increase was primarily attributable to the increase in bonuses, non-cash stock-based compensation, salary expense and interactive media-related expenses. As a percentage of net revenue, corporate expenses remained constant at 8% for each of the year ends December 31, 2012 and 2011.

We believe that corporate expenses will continue to increase during 2013 primarily as a result of employee salary increases and interactive media-related expenses.

Depreciation and Amortization. Depreciation and amortization decreased to $16.4 million for the year ended December 31, 2012 from $18.7 million for the year ended December 31, 2011, a decrease of $2.3 million. The decrease was primarily due to a decrease in depreciation as certain assets are now fully depreciated.

49

Operating Income. As a result of the above factors, operating income was $58.8 million for the year ended December 31, 2012, compared to $35.0 million for the year ended December 31, 2011.

Interest Expense. Interest expense decreased to $35.4 million for the year ended December 31, 2012 from $37.7 million for the year ended December 31, 2011, a decrease of $2.3 million. On December 31, 2012 and May 30, 2012, we repurchased $40.0 million and $20.0 million, respectively, of our Notes. During the fourth quarter of 2011, we repurchased $16.2 million of our Notes. The decrease in interest expense was primarily attributable to the decrease in our outstanding debt.

Other Income. We recorded other income of $0.7 million related to the remeasurement of our previously-held 50% interest in LER to fair value in connection with our acquisition of the remaining 50% interest of LER during the year ended December 31, 2011.

Loss on Debt Extinguishment. We recorded a loss on debt extinguishment of $3.7 million related to the premium paid, unamortized finance costs and unamortized bond discount associated with the repurchases of Notes during the year ended December 31, 2012. We recorded a loss on debt extinguishment of $0.4 million related to unamortized finance costs and bond discount associated with the repurchase of Notes during the year ended December 31, 2011.

Income Tax Expense. Income tax expense for the year ended December 31, 2012 was $6.1 million. The effective income tax rate was lower than our statutory rate of 34% due to changes in the valuation allowance and deductions attributable to indefinite-lived intangible assets. Income tax expense for the year ended December 31, 2011 was $5.8 million. The effective income tax rate was lower than our statutory rate of 34% due to changes in the valuation allowance and deductions attributable to indefinite-lived intangible assets.

As of December 31, 2012, we believe that our deferred tax assets will not be fully realized in the future and we are providing a full valuation allowance against those deferred tax assets. In determining our deferred tax assets subject to a valuation allowance, we reduced our deferred tax assets by deferred tax liabilities except for the deferred tax liabilities attributable to indefinite-lived intangibles. We do not have any feasible tax planning strategies that would recover our deferred tax assets.

Segment Operations

Television

Net Revenue. Net revenue in our television segment increased to $156.8 million for the year ended December 31, 2012 from $131.5 million for the year ended December 31, 2011, an increase of $25.3 million. The increase was primarily attributable to increases in political advertising revenue, which was not material in 2011, core advertising revenue and retransmission consent revenue. We generated a total of $20.2 million and $17.1 million in retransmission consent revenue for the years ended December 31, 2012 and 2011, respectively. We anticipate that retransmission consent revenue for the full year 2013 will be greater than it was for the full year 2012 and will continue to be a growing source of net revenues in future periods.

Direct Operating Expenses. Direct operating expenses in our television segment increased to $56.7 million for the year ended December 31, 2012 from $53.8 million for the year ended December 31, 2011, an increase of $2.9 million. The increase was primarily attributable to an increase in expenses associated with the increase in net revenue and an increase in salary expense.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our television segment increased to $20.6 million for the year ended December 31, 2012 from $19.6 million for the year ended December 31, 2011, an increase of $1.0 million. The increase was primarily attributable to an increase in salary expense and an increase in bad debt expense.

50

Radio

Net Revenue. Net revenue in our radio segment increased to $66.4 million for the year ended December 31, 2012 from $62.9 million for the year ended December 31, 2011, an increase of $3.5 million. The increase was primarily attributable to increases in political advertising revenue, which was not material in 2011, and core advertising revenue.

Direct Operating Expenses. Direct operating expenses in our radio segment increased to $35.6 million for the year ended December 31, 2012 from $34.8 million for the year ended December 31, 2011, an increase of $0.8 million. The increase was primarily attributable to an increase in salary expense.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our radio segment increased to $17.2 million for the year ended December 31, 2012 from $16.9 million for the year ended December 31, 2011, an increase of $0.3 million. The increase was primarily attributable to an increase in salary expense.

Year Ended December 31, 2011 Compared to Year Ended December 31, 2010

Consolidated Operations

Net Revenue. Net revenue decreased to $194.4 million for the year ended December 31, 2011 from $200.5 million for the year ended December 31, 2010, a decrease of $6.1 million. Of the overall decrease, $5.0 million came from our radio segment and was primarily attributable to the non-occurrence of advertising revenue from the World Cup in 2011 compared to 2010 and a decrease in political advertising revenue, which was not material in 2011. Additionally, $1.1 million of the overall decrease came from our television segment and was primarily attributable to a decrease in national advertising, the non-occurrence of advertising revenue from the World Cup in 2011 compared to 2010 and a decrease in political advertising revenue, which was not material in 2011, partially offset by an increase in retransmission consent revenue.

We currently anticipate that net revenue will increase for the full year 2012, primarily due to increased political advertising revenue and increased retransmission consent revenue. However, we believe that we will continue to face a challenging advertising environment in 2012 as our advertising customers continue to make difficult choices in the current uncertain economic environment.

Direct Operating Expenses. Direct operating expenses increased to $88.6 million for the year ended December 31, 2011 from $84.8 million for the year ended December 31, 2010, an increase of $3.8 million. Of the overall increase, $2.9 million came from our radio segment and was primarily attributable to an increase in salary expense as a result of the partial restoration of employee salaries in 2011 and expenses associated with LER. Additionally, $0.9 million of the overall increase came from our television segment and was primarily attributable to an increase in salary expense as a result of the partial restoration of employee salaries in 2011, partially offset by a decrease in expenses associated with the decrease in net revenue. We had implemented salary reductions as a cost-savings strategy during the first quarter of 2009. As a percentage of net revenue, direct operating expenses increased to 46% for the year ended December 31, 2011 from 42% for the year ended December 31, 2010. Direct operating expenses as a percentage of net revenue increased because direct operating expenses increased while net revenue decreased.

We believe that direct operating expenses will increase during 2012 primarily as a result of employee salary increases during the first quarter of 2012 and expenses associated with the anticipated increase in net revenue. We had implemented salary reductions as a cost-savings strategy during the first quarter of 2009.

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased to $36.5 million for the year ended December 31, 2011 from $38.0 million for the year ended December 31, 2010, a decrease of $1.5 million. Of the overall decrease, $0.9 million came from our radio segment and was primarily

51

attributable to a decrease in bad debt expense, partially offset by an increase in salary expense as a result of the partial restoration of employee salaries in 2011. Additionally, $0.6 million of the overall decrease came from our television segment and was primarily attributable to a decrease in bad debt expense, partially offset by an increase in salary expense as a result of the partial restoration of employee salaries in 2011. We had implemented salary reductions as a cost-savings strategy during the first quarter of 2009. As a percentage of net revenue, selling, general and administrative expenses remained constant at 19% for each of the years ended December 31, 2011 and 2010.

We believe that selling, general and administrative expenses will increase during 2012 primarily as a result of employee salary increases during the first quarter of 2012 and expenses associated with the anticipated increase in net revenue. We had implemented salary reductions as a cost-savings strategy during the first quarter of 2009.

Corporate Expenses. Corporate expenses decreased to $15.7 million for the year ended December 31, 2011 from $18.4 million for the year ended December 31, 2010, a decrease of $2.7 million. The decrease was primarily attributable to higher expenses in 2010 due to the creation of a reserve for a $3.0 million note receivable and accrued interest relating to the sale of our publishing segment in 2003, partially offset by the increase in interactive expenses and partial restoration of employee salaries in 2011. As a percentage of net revenue, corporate expenses decreased to 8% for the year ended December 31, 2011 from 9% for the year ended December 31, 2010. Corporate expenses as a percentage of net revenue decreased because the decrease in corporate expenses outpaced the decrease in net revenue.

We believe that corporate expenses will increase during 2012 primarily as a result of employee salary increases during the first quarter of 2012. We had implemented salary reductions as a cost-savings strategy during the first quarter of 2009.

Depreciation and Amortization. Depreciation and amortization decreased to $18.7 million for the year ended December 31, 2011 from $19.2 million for the year ended December 31, 2010, a decrease of $0.5 million. The decrease was primarily due to a decrease in depreciation as certain assets are now fully depreciated.

Impairment Charge. Continuing operations includes an impairment charge of $36.1 million for the year ended December 31, 2010, which was a result of a $9.9 million impairment of goodwill in our radio segment, a $2.6 million impairment of our radio FCC licenses and a $23.6 million impairment of our television FCC licenses.

Operating Income. As a result of the above factors, operating income was $35.0 million for the year ended December 31, 2011, compared to $3.9 million for the year ended December 31, 2010, after giving effect to the impairment charge in 2010.

Interest Expense. Interest expense increased to $37.7 million for the year ended December 31, 2011 from $24.4 million for the year ended December 31, 2010, an increase of $13.3 million. The increase in interest expense was primarily attributable to the change in the fair value of our interest rate swap agreements during the year ended December 31, 2010. Those interest rate swap agreements were terminated in July 2010.

Other Income. We recorded other income of $0.7 million related to the remeasurement of our previously-held 50% interest in LER to fair value in connection with our acquisition of the remaining 50% interest of LER during the year ended December 31, 2011.

Loss on Debt Extinguishment. We recorded a loss on debt extinguishment of $0.4 million related to unamortized finance costs and bond discount associated with the repurchase of Notes during the year ended December 31, 2011. We recorded a loss on debt extinguishment of $1.0 million related to unamortized finance costs under our previous amended syndicated bank credit facility agreement for the year ended December 31, 2010.

52

Income Tax Expense. Income tax expense for the year ended December 31, 2011 was $5.8 million. The effective income tax rate was higher than our expected statutory rate of approximately 38% due to changes in the valuation allowance and deductions attributable to indefinite-lived intangible assets. Income tax benefit for the year ended December 31, 2010 was $3.4 million. The effective income tax rate was lower than our expected statutory rate of approximately 38% due to changes in the valuation allowance and deductions attributable to indefinite-lived intangible assets.

As of December 31, 2011, we believe that our deferred tax assets will not be fully realized in the future and we are providing a full valuation allowance against those deferred tax assets. In determining our deferred tax assets subject to a valuation allowance, we excluded the deferred tax liabilities attributable to indefinite-lived intangibles.

Segment Operations

Television

Net Revenue. Net revenue in our television segment decreased to $131.5 million for the year ended December 31, 2011 from $132.6 million for the year ended December 31, 2010, a decrease of $1.1 million. The decrease was primarily attributable to a decrease in national advertising, the non-occurrence of advertising revenue from the World Cup in 2011 compared to 2010 and a decrease in political advertising revenue, which was not material in 2011, partially offset by an increase in retransmission consent revenue. We generated a total of $17.1 million and $13.7 million in retransmission consent revenue for the years ended December 31, 2011 and 2010, respectively. We anticipate that retransmission consent revenue for the full year 2012 will be greater than it was for the full year 2011 and will continue to be a growing source of net revenues in future periods.

Direct Operating Expenses. Direct operating expenses in our television segment increased to $53.8 million for the year ended December 31, 2011 from $52.9 million for the year ended December 31, 2010, an increase of $0.9 million. The increase was primarily attributable to an increase in salary expense as a result of the partial restoration of employee salaries in 2011, partially offset by a decrease in expenses associated with the decrease in net revenue. We had implemented salary reductions as a cost-savings strategy during the first quarter of 2009.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our television segment decreased to $19.6 million for the year ended December 31, 2011 from $20.2 million for the year ended December 31, 2010, a decrease of $0.6 million. The decrease was primarily attributable to a decrease in bad debt expense, partially offset by an increase in salary expense as a result of the partial restoration of employee salaries in 2011. We had implemented salary reductions as a cost-savings strategy during the first quarter of 2009.

Radio

Net Revenue. Net revenue in our radio segment decreased to $62.9 million for the year ended December 31, 2011 from $67.9 million for the year ended December 31, 2010, a decrease of $5.0 million. The decrease was primarily attributable to the non-occurrence of advertising revenue from the World Cup in 2011 compared to 2010 and a decrease in political advertising revenue, which was not material in 2011.

Direct Operating Expenses. Direct operating expenses in our radio segment increased to $34.8 million for the year ended December 31, 2011 from $31.9 million for the year ended December 31, 2010, an increase of $2.9 million. The increase was primarily attributable to an increase in salary expense as a result of the partial restoration of employee salaries in 2011 and expenses associated with LER. We had implemented salary reductions as a cost-savings strategy during the first quarter of 2009.

Selling, General and Administrative Expenses. Selling, general and administrative expenses in our radio segment decreased to $16.9 million for the year ended December 31, 2011 from $17.8 million for the year ended December 31, 2010, a decrease of $0.9 million. The decrease was primarily attributable to a decrease in bad debt expense, partially offset by an increase in salary expense as a result of the partial restoration of employee salaries in 2011. We had implemented salary reductions as a cost-savings strategy during the first quarter of 2009.

53

Liquidity and Capital Resources

While we have a history of operating losses in some periods and operating income in other periods, we also have a history of generating significant positive cash flows from our operations. We had net income of approximately $13.6 million for the year ended December 31, 2012 and net losses of approximately $8.2 million, and $18.1 million for the years ended December 31, 2011 and 2010, respectively. We had positive cash flow from operations of $40.0 million, $17.6 million and $37.1 million for the years ended December 31, 2012, 2011 and 2010, respectively. We expect to fund our working capital requirements, capital expenditures and payments of principal and interest on outstanding indebtedness, with cash on hand and cash flows from operations. We currently anticipate that funds generated from operations, cash on hand and available borrowings under our 2012 Credit Facility will be sufficient to meet our anticipated cash requirements for at least the next twelve months.

Notes

On July 27, 2010, we completed the offering and sale of $400 million aggregate principal amount of our Notes. The Notes were issued at a discount to 98.722% of their principal amount and mature on August 1, 2017. Interest on the Notes accrues at a rate of 8.75% per annum from the date of original issuance and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2011. We received net proceeds of approximately $388 million from the sale of the Notes (net of bond discount of $5 million and fees of $7 million), which were used to pay all indebtedness then outstanding under our previous syndicated bank credit facility, terminate the related interest rate swap agreements, pay fees and expenses related to offering of the Notes and for general corporate purposes.

During the fourth quarter of 2011, we purchased Notes on the open market with a principal amount of $16.2 million. We recorded a loss on debt extinguishment of $0.4 million primarily due to the write off of unamortized finance costs and unamortized bond discount.

During the second quarter of 2012, we repurchased Notes with a principal amount of $20.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. We recorded a loss on debt extinguishment of $1.2 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

During the fourth quarter of 2012, we repurchased Notes with a principal amount of $40.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. We recorded a loss on debt extinguishment of $2.5 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

The Notes are guaranteed on a senior secured basis by all of our existing and future wholly-owned domestic subsidiaries (the “Note Guarantors”). The Notes and the guarantees rank equal in right of payment to all of our and the guarantors’ existing and future senior indebtedness and senior in right of payment to all of our and the Note Guarantors’ existing and future subordinated indebtedness. In addition, the Notes and the guarantees are effectively junior: (i) to our and the Note Guarantors’ indebtedness secured by assets that are not collateral; (ii) pursuant to an Intercreditor Agreement entered into at the same time that we entered into our previous credit facility; and (iii) to all of the liabilities of any of our existing and future subsidiaries that do not guarantee the Notes, to the extent of the assets of those subsidiaries. The Notes are secured by substantially all of our assets, as well as the pledge of the stock of substantially all of our subsidiaries, including the special purpose subsidiary formed to hold the Company’s FCC licenses.

At our option, we may redeem:

• prior to August 1, 2013, on one or more occasions, up to 10% of the original principal amount of the Notes during each 12-month period beginning on August 1, 2010, at a redemption price equal to 103% of the principal amount of the Notes, plus accrued and unpaid interest;

54

• prior to August 1, 2013, on one or more occasions, up to 35% of the original principal amount of the Notes with the net proceeds from certain equity offerings, at a redemption price of 108.750% of the principal amount of the Notes, plus accrued and unpaid interest; provided that: (i) at least 65% of the aggregate principal amount of all Notes issued under the Indenture remains outstanding immediately after such redemption; and (ii) such redemption occurs within 60 days of the date of closing of any such equity offering;

• prior to August 1, 2013, some or all of the Notes may be redeemed at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest; and

• on or after August 1, 2013, some or all of the Notes may be redeemed at a redemption price of: (i) 106.563% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2013; (ii) 104.375% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2014; (iii) 102.188% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2015; and (iv) 100% of the principal amount of the Notes if redeemed on or after August 1, 2016, in each case plus accrued and unpaid interest.

In addition, upon a change of control, as defined in the Indenture, we must make an offer to repurchase all Notes then outstanding, at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest. In addition, we may at any time and from time to time purchase Notes in the open market or otherwise.

Upon an event of default, as defined in the Indenture, the Notes will become due and payable: (i) immediately without further notice if such event of default arises from events of bankruptcy or insolvency of the Company, any Note Guarantor or any restricted subsidiary; or (ii) upon a declaration of acceleration of the Notes in writing to the Company by the Trustee or holders representing 25% of the aggregate principal amount of the Notes then outstanding, if an event of default occurs and is continuing. The Indenture contains additional provisions that are customary for an agreement of this type, including indemnification by us and the Note Guarantors.

2012 Credit Facility

On December 20, 2012, we entered into a new term loan and revolving credit facility of up to $50 million (our “2012 Credit Facility”) pursuant to the amended Credit Agreement. Our 2012 Credit Facility consists of a four-year $20 million term loan facility and a four-year $30 million revolving credit facility that expires on December 20, 2016, which includes a $3 million sub-facility for letters of credit. As of December 31, 2012, we had approximately $0.6 million in outstanding letters of credit. In addition, we may increase the aggregate principal amount of our 2012 Credit Facility by up to an additional $50 million, subject to our satisfying certain conditions.

Borrowings under our 2012 Credit Facility bear interest at either: (i) the Base Rate (as defined in the agreement governing our 2012 Credit Facility (the “amended Credit Agreement”) plus the Applicable Margin (as defined in the amended Credit Agreement); or (ii) LIBOR plus the Applicable Margin (as defined in the amended Credit Agreement). We have not drawn on the revolving credit facility of our 2012 Credit Facility.

Our 2012 Credit Facility is guaranteed on a senior secured basis by all of our existing and future wholly-owned domestic subsidiaries (the “Credit Guarantors”), which are also the Note Guarantors (collectively, the “Guarantors”). Our 2012 Credit Facility is secured on a first priority basis by our and the Credit Guarantors’ assets, which also secure the Notes. Our borrowings, if any, under our 2012 Credit Facility rank senior to the Notes upon the terms set forth in the Intercreditor Agreement that we entered into in connection with the credit facility that was in effect at that time.

55

The amended Credit Agreement also requires compliance with a total net leverage ratio financial covenant in the event that the revolving credit facility is drawn in an amount in excess of $3 million, net of certain letter of credit obligations.

Upon an event of default, as defined in the amended Credit Agreement, the lender may, among other things, suspend or terminate their obligation to make further loans to us and/or declare all amounts then outstanding under our 2012 Credit Facility to be immediately due and payable. The amended Credit Agreement also contains additional provisions that are customary for an agreement of this type, including indemnification by us and the Credit Guarantors.

In connection with our entering into the Indenture and the amended Credit Agreement, we and the Guarantors also entered into the following agreements:

• A Security Agreement, pursuant to which we and the Guarantors each granted a first priority security interests in the collateral securing the Notes and our 2012 Credit Facility for the benefit of the holders of the Notes and the lender under our 2012 Credit Facility; and

• An Intercreditor Agreement, in order to define the relative rights of the holders of the Notes and the lender under our 2012 Credit Facility with respect to the collateral securing our and the Guarantors’ respective obligations under the Notes and our 2012 Credit Facility; and

• A Registration Rights Agreement, pursuant to which we registered the Notes and successfully conducted an exchange offering for the Notes in unregistered form, as originally issued.

Subject to certain exceptions, both the Indenture and the amended Credit Agreement contain various provisions that limit our ability, among other things, to:

• incur additional indebtedness;

• incur liens;

• merge, dissolve, consolidate, or sell all or substantially all of our assets;

• engage in acquisitions;

• make certain investments;

• make certain restricted payments;

• use loan proceeds to purchase or carry margin stock or for any other prohibited purpose;

• incur certain contingent obligations;

• enter into certain transactions with affiliates; and

• change the nature of our business.

In addition, the Indenture contains various provisions that limit our ability to:

• apply the proceeds from certain asset sales other than in accordance with the terms of the Indenture; and

• restrict dividends or other payments from subsidiaries.

In addition, the amended Credit Agreement contains various provisions that limit our ability to:

• dispose of certain assets; and

• amend our or any guarantor’s organizational documents of the Company in any way that is materially adverse to the lender under our 2012 Credit Facility.

56

Moreover, if we fail to comply with any of the financial covenants or ratios under our 2012 Credit Facility, our lender could:

• Elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or

• Terminate their commitments, if any, to make further extensions of credit.

Debt and Equity Financing

On November 1, 2006, our Board of Directors approved a $100 million stock repurchase program. We were authorized to repurchase up to $100 million of our outstanding Class A common stock from time to time in open market transactions at prevailing market prices, block trades and private repurchases. On April 7, 2008, our Board of Directors approved an additional $100 million stock repurchase program. We have repurchased a total of 20.8 million shares of Class A common stock for approximately $120.3 million under both plans from inception through December 31, 2012. We did not repurchase any shares of Class A common stock during 2010, 2011 or 2012. Subject to certain exceptions, both the Indenture and the amended Credit Agreement contain various provisions that limit our ability to make future repurchases of shares of our common stock.

Consolidated Adjusted EBITDA

Consolidated adjusted EBITDA (as defined below) increased to $76.9 million for the year ended December 31, 2012 from $55.5 million for the year ended December 31, 2011, an increase of $21.4 million, or 39%. As a percentage of net revenue, consolidated adjusted EBITDA increased to 34% for the year ended December 31, 2012 from 29% for the year ended December 31, 2011.

Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our 2012 Credit Facility and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and does include syndication programming payments.

Since our ability to borrow from our 2012 Credit Facility is based on a consolidated adjusted EBITDA financial covenant, we believe that it is important to disclose consolidated adjusted EBITDA to our investors. Our 2012 Credit Facility contains a total net leverage ratio financial covenant. The total net leverage ratio, or the ratio of consolidated total debt (net of up to $10 million of unrestricted cash) to trailing-twelve-month consolidated adjusted EBITDA, affects both our ability to borrow from our 2012 Credit Facility and our applicable margin for the interest rate calculation. Under our 2012 Credit Facility, our maximum total leverage ratio may not exceed 7.00 to 1. The total leverage ratio was as follows (in each case as of December 31): 2012, 4.3 to 1; 2011, 6.7 to 1. Therefore, we were in compliance with this covenant at each of those dates.

While many in the financial community and we consider consolidated adjusted EBITDA to be important, it 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. As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated

57

affiliate, non-cash losses and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions.

Consolidated adjusted EBITDA is a non-GAAP measure. For a reconciliation of consolidated adjusted EBITDA to cash flows from operating activities, its most directly comparable GAAP financial measure, please see page 48.

Cash Flow

Net cash flow provided by operating activities was $40.0 million for the year ended December 31, 2012 compared to net cash flow provided by operating activities of $17.6 million for the year ended December 31, 2011. We had net income of $13.6 million for the year ended December 31, 2012. We had a net loss of $8.2 million for the year ended December 31, 2011, which was primarily the result of non-cash expenses, including depreciation and amortization expense of $18.7 million. We expect to have positive cash flow from operating activities for the 2013 year.

Net cash flow used in investing activities was $9.9 million for the year ended December 31, 2012, compared to net cash flow used in investing activities of $9.1 million for the year ended December 31, 2011. During the year ended December 31, 2012, we spent $9.9 million on net capital expenditures. During the year ended December 31, 2011, we spent $7.8 million on net capital expenditures, $0.7 million related to the purchase of an FCC license and $0.6 million related to the acquisition of LER. We anticipate that our capital expenditures will be approximately $9 million during the full year 2013. The amount of our anticipated capital expenditures may change based on future changes in business plans, our financial condition and general economic conditions. We expect to fund capital expenditures with cash on hand and net cash flow from operations.

Net cash flow used in financing activities was $52.8 million for the year ended December 31, 2012, compared to net cash flow used in financing activities of $22.2 million for the year ended December 31, 2011. During the year ended December 31, 2012, we made debt payments of $62.5 million, a dividend payment of $10.3 million and received net proceeds of approximately $20.0 million for the new term loan. During the year ended December 31, 2011, we made debt payments of $17.1 million and a dividend payment of $5.1 million.

Commitments and Contractual Obligations

We have agreements with certain media research and ratings providers, expiring at various dates through December 2015, 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 November 2050.

58

Our material contractual obligations at December 31, 2012 are as follows (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
Long Term Debt and related interest (1)	$	476,305	$	29,274	$	58,628	$	388,403		—
Media research and ratings providers (2)		31,712		12,312		19,400		—		—
Operating leases (2)		55,621		8,213		15,809		9,850		21,749
Other material non-cancelable contractual obligations (3)		2,214		1,088		1,110		16		—
Total contractual obligations	$	565,852	$	50,887	$	94,947	$	398,269	$	21,749

(1) These amounts represent estimated future cash interest payments related to our Notes and our 2012 Credit Facility. Future interest payments could differ materially from amounts indicated in the table due to future operational and financing needs, market factors and other currently unanticipated events.

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

(3) Primarily includes obligations for sales software licenses. Due to the uncertainty with respect to the timing of future cash flows associated with our unrecognized tax benefits at December 31, 2012, we are unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities. Therefore, $0.9 million of liabilities related to uncertain tax positions have been excluded from the table above.

We have also entered into employment agreements with certain of our key employees, including Walter F. Ulloa, Jeffery A. Liberman, Mario M. Carrera and Christopher T. Young. 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 and employment contracts for key employees, we do not have any off-balance sheet financing arrangements or liabilities. We do not have any majority-owned subsidiaries or any interests in or relationships with any variable-interest entities that are not included in our consolidated financial statements.

Application of Critical Accounting Policies and Accounting Estimates

Critical accounting policies are defined as those that are the most important to the accurate portrayal of our financial condition and results of operations. Critical accounting policies require management’s subjective judgment and may produce materially different results under different assumptions and conditions. We have discussed the development and selection of these critical accounting policies with the Audit Committee of our Board of Directors, and the Audit Committee has reviewed and approved our related disclosure in this Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Goodwill

We believe that the accounting estimates related to the fair value of our reporting units and indefinite life intangible assets and our estimates of the useful lives of our long-lived assets are “critical accounting estimates” because: (1) goodwill and other intangible assets are our most significant assets, and (2) the impact that recognizing an impairment would have on the assets reported on our balance sheet, as well as on our results of operations, could be material. Accordingly, the assumptions about future cash flows on the assets under evaluation are critical

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. We test our goodwill and other indefinite-lived intangible assets for impairment annually on the first day of our fourth fiscal quarter, or more frequently if certain events or certain changes in circumstances indicate they may be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, we must make a series of assumptions about such things as the estimated future cash flows and other factors to determine the fair value of these assets.

59

Goodwill impairment testing is a two-step process. The first step is a comparison of the fair values of our reporting units to their respective carrying amounts. We have determined that each of our operating segments is a reporting unit. If a reporting unit’s estimated fair value is equal to or greater than that reporting unit’s carrying value, no impairment of goodwill exists and the testing is complete at the first step. However, if the reporting unit’s carrying amount is greater than the estimated fair value, the second step must be completed to measure the amount of impairment of goodwill, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill with its carrying amount to measure the amount of impairment loss, if any. If the implied fair value of goodwill is less than the carrying value of goodwill, then an impairment exists and an impairment loss is recorded for the amount of the difference.

As of December 31, 2012, we had $35.9 million of goodwill in our television reporting unit. The fair value of our television reporting unit was greater than the carrying value by 91%. If the fair value of our television reporting unit is less than the carrying value in future periods, we would, at that time, have to proceed to the second step of the goodwill impairment testing process.

As of December 31, 2012, we had $0.7 million of goodwill in our radio reporting unit. The fair value of our radio reporting unit was greater than the carrying value by 15%. If the fair value of our radio reporting unit is less than the carrying value in future periods, we would, at that time, have to proceed to the second step of the goodwill impairment testing process.

The estimated fair value of goodwill is determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to each reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to our reporting units. The market approach requires us to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. The current economic conditions have led to a decrease in the number of comparable transactions, which makes the market approach of comparable transactions and transaction premiums more difficult to estimate than in previous years.

The income approach estimates fair value based on our estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimated our discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. We estimated our revenue projections and profit margin projections based on internal forecasts about future performance.

The continuation or worsening of current economic conditions potentially could have an adverse effect on the capital markets, which would affect the discount rate assumptions, terminal value estimates, transaction premiums and comparable transactions. Such economic conditions could also have an adverse effect on the fundamentals of our business and results of operations, which would affect our internal forecasts about future performance and terminal value estimates. Furthermore, such economic conditions could have a negative impact on the advertising industry in general or the industries of those customers who advertise on our stations, including, among others, the automotive, financial and other services, telecommunications, travel and restaurant industries, which in the aggregate provide a significant amount of our historical and projected advertising revenue. The activities of our competitors, such as other broadcast television stations and radio stations, could have an adverse effect on our internal forecasts about future performance and terminal value estimates. Changes in technology or our audience preferences, including increased competition from other forms of advertising-based mediums, such as internet, social media and broadband content providers serving the same markets, could have an adverse effect on our internal forecasts about future performance, terminal value estimates and transaction premiums. Finally, the risk factors that we identify from time to time in our SEC reports could have an adverse effect on our internal forecasts about future performance, terminal value estimates and transaction premiums.

60

Given the uncertainties of the current economic environment and the impact it has had, and may continue to have, on our business, there can be no assurance that our estimates and assumptions made for the purpose of our goodwill impairment testing will prove to be accurate predictions of the future. If our assumptions regarding internal forecasts of future performance of our business as a whole or of our units are not achieved, if market conditions change and affect the discount rate, or if there are lower comparable transactions and transaction premiums, we may be required to record additional goodwill impairment charges in future periods. It is not possible at this time to determine if any such future change in our assumptions would have an adverse impact on our valuation models and result in impairment, or if it does, whether such impairment charge would be material.

Indefinite Life Intangible Assets

We believe that our broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complimentary to each other and are representative of the best use of those assets. Our individual market clusters consist of cities or nearby cities. We test our broadcasting licenses for impairment based on certain assumptions about these market clusters. We wrote down the carrying value of certain broadcast licenses in our television and radio reporting units to fair value during our 2010 annual impairment test.

The estimated fair value of indefinite life intangible assets is determined by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. We estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions we make about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. The fair values of our television FCC licenses for each of our market clusters exceeded the carrying values in amounts ranging from 12% to over 500%. The fair values of our radio FCC licenses for each of our market clusters exceeded the carrying values in amounts ranging from 4% to over 75%.

The continuation or worsening of current economic conditions potentially could have an adverse effect on the capital markets, which would affect the discount rate assumptions, terminal value estimates, transaction premiums and comparable transactions. Such economic conditions could also have an adverse effect on the fundamentals of our business and results of operations, which would affect our internal forecasts about future performance and terminal value estimates. Furthermore, such economic conditions could have a negative impact on the advertising industry in general or the industries of those customers who advertise on our stations, including, among others, the automotive, financial and other services, telecommunications, travel and restaurant industries, which in the aggregate provide a significant amount of our historical and projected advertising revenue. The activities of our competitors, such as other broadcast television stations and radio stations, could have an adverse effect on our

61

internal forecasts about future performance and terminal value estimates. Changes in technology or our audience preferences, including increased competition from other forms of advertising-based mediums, such as internet, social media and broadband content providers serving the same markets, could have an adverse effect on our internal forecasts about future performance, terminal value estimates and transaction premiums. Finally, the risk factors that we identify from time to time in our SEC reports could have an adverse effect on our internal forecasts about future performance, terminal value estimates and transaction premiums.

Given the uncertainties of the current economic environment and the impact it has had, and may continue to have, on our business, there can be no assurance that our estimates and assumptions made for the purposes of our impairment testing will prove to be accurate predictions of the future. If our assumptions regarding internal forecasts of future performance of our business as a whole or of our units are not achieved, if market conditions change and affect the discount rate, or if there are lower comparable transactions and transaction premiums, we may be required to record additional impairment charges in future periods. It is not possible at this time to determine if any such future change in our assumptions would have an adverse impact on our valuation models and result in impairment, or if it does, whether such impairment charge would be material.

Long-Lived Assets, Including Intangibles Subject to Amortization

Depreciation and amortization of our long-lived assets is provided using the straight-line method over their estimated useful lives. Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances, changes to our business model or changes in our capital strategy could result in the actual useful lives differing from initial estimates. In those cases where we determine that the useful life of a long-lived asset should be revised, we will depreciate the net book value in excess of the estimated residual value over its revised remaining useful life. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives.

Long-lived assets and asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

Deferred Taxes

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

We recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. We recognize interest and penalties related to uncertain tax positions in income tax expense.

In evaluating our ability to realize net deferred tax assets, we consider all reasonably available evidence including our past operating results, tax strategies and forecasts of future taxable income. In considering these factors, we make certain assumptions and judgments that are based on the plans and estimates used to manage our business.

62

Revenue Recognition

Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Revenue contracts with advertising agencies are recorded at an amount that is net of the commission retained by the agency. Revenue from contracts that we enter into directly with our advertisers is recorded at gross revenue and the related commission or national representation fee is recorded in operating expense. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided.

We also generate interactive revenues under arrangements that are sold on a standalone basis and those that are sold on a combined basis that are integrated with our broadcast revenue and reported within the television and radio segments. We have determined that these integrated revenue arrangements include multiple deliverables and have separated them into different units of accounting based on their relative sales price based upon management’s best estimate. Revenue for each unit of accounting is recognized as it is earned.

Allowance for Doubtful Accounts

Our accounts receivable consist of a homogeneous pool of relatively small dollar amounts from a large number of customers. We evaluate the collectibility of our trade accounts receivable based on a number of factors. When we are aware of a specific customer’s inability to meet its financial obligations to us, a specific reserve for bad debts is estimated and recorded which reduces the recognized receivable to the estimated amount we believe will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our recent past loss history and an overall assessment of past due trade accounts receivable amounts outstanding.

Derivative Instruments

ASC 820, “Fair Value Measurements and Disclosures”, requires us to recognize all of our derivative instruments as either assets or liabilities in our 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.

The carrying amount of our interest rate swap agreements is recorded at fair market value, including non-performance risk, and any changes to the value are recorded as an increase or decrease in interest expense. The fair market value of each interest rate swap agreement is determined by using multiple broker quotes, adjusted for non-performance risk, which estimate the future discounted cash flows of any future payments that may be made under such agreements.

For the year ended December 31, 2010, we recognized a decrease of $13.4 million in interest expense related to the increase in fair value of the interest rate swap agreements.

We terminated the interest rate swap agreements effective July 27, 2010, so there is no balance as of December 31, 2012, 2011 and 2010.

Additional Information

For additional information on our significant accounting policies, please see Note 2 to Notes to Consolidated Financial Statements.

Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). Under this guidance, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset

63

unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 is effective during interim and annual periods beginning after September 15, 2012.

Sensitivity of Critical Accounting Estimates

We have critical accounting estimates that are sensitive to change. The most significant of those sensitive estimates relate to the impairment of intangible assets. Goodwill and indefinite life intangible assets are not amortized but are tested annually on October 1 for impairment, or more frequently if events or changes in circumstances indicate that the assets might be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, we must make assumptions about the estimated future cash flows and other factors to determine the fair value of these assets.

Television

In calculating the estimated fair value of our television FCC licenses, we used models that rely on various assumptions, such as future cash flows, discount rates and multiples. The estimates of future cash flows assume that the television segment revenues will increase significantly faster than the increase in the television expenses, and therefore the television assets will also increase in value. If any of the estimates of future cash flows, discount rates, multiples or assumptions were to change in any future valuation, it could affect our impairment analysis and cause us to record an additional expense for impairment.

We conducted a review of our television indefinite life intangible assets by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. We estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Based on the assumptions and estimates described above, we did not record impairment in 2012 as the fair values of our television FCC licenses for each of our market clusters was greater than their respective carrying values. The fair values exceeded the carrying values in amounts ranging from 12% to over 500%. We recognized impairment charges of $24 million relating to television FCC licenses in 2010.

We conducted our annual review of our television reporting unit and determined that the carrying value of our television reporting unit exceeded the fair value. The fair value of the television reporting unit was primarily determined by using a combination of a market approach and an income approach. The revenue projections and profit margin projections in the models are based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. The market-based approach used comparable company earnings multiples. Based on the assumptions and estimates described above, we did not record impairment in 2012. The fair value of our television reporting unit was greater than the carrying value by 91%.

64

Radio

In calculating the estimated fair value of our radio reporting unit and FCC licenses, we used models that rely on various assumptions, such as future cash flows, discount rates and multiples. The estimates of future cash flows assume that the radio segment revenues will increase significantly faster than the increase in the radio expenses, and therefore the radio assets will also increase in value. If any of the estimates of future cash flows, discount rates, multiples or assumptions were to change in any future valuation, it could affect our impairment analysis and cause us to record an additional expense for impairment.

We conducted a review of our radio indefinite life intangible assets by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires us to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. We estimate the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to us. We also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. We estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Based on the assumptions and estimates described above, we did not record impairment in 2012 as the fair values of our radio FCC licenses for each of our market clusters was greater than their respective carrying values. The fair values exceeded the carrying values in amounts ranging from 4% to over 75%. We recognized impairment charges of $3 million relating to radio FCC licenses in 2010.

We conducted our annual review of our radio reporting unit and determined that the carrying value of our radio reporting unit exceeded the fair value. The fair value of the radio reporting unit was primarily determined by using a combination of a market approach and an income approach. The revenue projections and profit margin projections in the models are based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. The market-based approach used comparable company earnings multiples. Based on the assumptions and estimates described above, we did not record impairment in 2012. The fair value of our radio reporting unit was greater than the carrying value by 15%. Our radio reporting unit carrying value exceeded its fair value in 2010 and we recognized a goodwill impairment charge of $10 million in 2010.

Impact of Inflation

We believe that inflation has not had a material impact on our results of operations for each of our fiscal years in the three-year period ended December 31, 2012. However, there can be no assurance that future inflation would not have an adverse impact on our operating results and financial condition.

65

ITEM 7A. 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 not exposed to market risk from changes in the base rates as our debt is at a fixed rate. Since we pay interest at a fixed rate, any future increase in the variable interest rate would not affect our interest expense payments under the Notes. Our current policy prohibits entering into derivatives or other financial instrument transactions for speculative purposes.

Interest Rates

On July 27, 2010, we completed the offering and sale of $400 million aggregate principal amount of our Notes. The Notes were issued at a discount to 98.722% of their principal amount and mature on August 1, 2017. Interest on the Notes accrues at a rate of 8.75% per annum from the date of original issuance and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2011. We received net proceeds of approximately $388 million from the sale of the Notes (net of bond discount of $5 million and fees of $7 million), which were used to pay all indebtedness outstanding under our previous syndicated bank credit facility, terminate the related interest rate swap agreements, pay fees and expenses related to offering of the Notes and provide capital for general corporate purposes.

On December 20, 2012 we entered into our 2012 Credit Facility which consists of a four-year $20 million term loan facility and a four-year $30 million revolving credit facility. Our term loan bears interest at LIBOR plus a margin of 3.75% for a total interest rate of 3.96% at December 31, 2012. As of December 31, 2012, $20 million of our term loan was outstanding and there were no borrowings outstanding on the revolving credit facility.

If LIBOR were to increase by 100 basis points, or one percentage point, from its December 31, 2012 level, our annual interest expense would increase and cash flow from operations would decrease by approximately $0.2 million based on the outstanding balance of our 2012 Credit Facility as of December 31, 2012.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See pages F-1 through F-60.

66

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report.

Our disclosure controls and procedures are designed to ensure that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. Based on this evaluation, our chief executive officer and chief financial officer concluded that, as of the evaluation date, our disclosure controls and procedures were effective.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the participation of management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on our evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2012.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our independent registered public accounting firm, McGladrey LLP, which has audited and reported on our financial statements, issued an attestation report regarding our internal controls over financial reporting as of December 31, 2012. McGladrey LLP’s report is included in this annual report below.

Inherent Limitations on Effectiveness of Controls

Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

67

Changes in Internal Control

There have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

68

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Entravision Communications Corporation

We have audited Entravision Communications Corporation's and subsidiaries’ internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Entravision Communications Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (b) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Entravision Communications Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Entravision Communications Corporation and subsidiaries and the related consolidated statement of operations, stockholders’ equity (deficit) and cash flows, and our report dated March 8, 2013 expressed an unqualified opinion.

/s/ McGladrey LLP

Los Angeles, California

March 8, 2013

69

ITEM 9B. OTHER INFORMATION

On March 8, 2013, we entered into a new employment agreement with Christopher T. Young, pursuant to which he will continue to serve as our Executive Vice President, Chief Financial Officer and Treasurer. This agreement, effective as of March 8, 2013, replaces a similar agreement with Mr. Young, which agreement was entered into effective as of May 12, 2011.

The agreement with Mr. Young provides for an initial base salary of $400,000 per year for the term of his agreement, which ends on December 31, 2015. Mr. Young’s base salary may be increased in the discretion of the Compensation Committee of the Board of Directors. In addition, Mr. Young is eligible to receive a discretionary annual bonus of up to 100% of his then-current base salary. He is also eligible for equity incentive grants under our equity incentive plans.

If Mr. Young’s employment is terminated by us without cause or by Mr. Young for good reason (including a change of control of Entravision), he will be entitled to receive: (i) all accrued salary and benefits through the date of termination; (ii) any discretionary bonus that is approved by the Compensation Committee of the Board of Directors prior to the date of termination; and (iii) a severance payment equal to: (A) Mr. Young’s then current base salary, plus (B) a prorated bonus amount which shall be equal to the product of: (x) the average annual bonuses received by Mr. Young for the two years preceding the year of such termination, multiplied by (y) a fraction, the numerator of which is the number of days preceding such termination in the then-current calendar year, and the denominator of which is 365.

If Mr. Young’s employment is terminated by us for cause, he will only be entitled to receive accrued salary and benefits through the date of termination and shall be ineligible for any bonus or severance payment.

We and Mario M. Carrera, whom we have now determined is a named executive officer for 2012, entered into an employment agreement effective as of September 1, 2012, pursuant to which he serves as our Chief Revenue Officer. Mr. Carrera was named Chief Revenue Officer effective July 26, 2012.

The agreement with Mr. Carrera provides for an initial base salary of $400,000 per year for the term of his agreement, which ends on August 31, 2015. Mr. Carrera’s base salary may be increased in the discretion of the Compensation Committee of the Board of Directors. In addition, Mr. Carrera is eligible to receive a discretionary annual bonus of up to 50% of his then-current base salary. He is also eligible for equity incentive grants under our equity incentive plans.

If Mr. Carrera’s employment is terminated by us without cause or by Mr. Carrera for good reason (including a change of control of Entravision), he will be entitled to receive all accrued salary and benefits through the date of termination, any discretionary bonus that is approved by the Compensation Committee of the Board of Directors and a severance payment equal to one year of his then-current base salary. If Mr. Carrera’s employment is terminated by us for cause, he will only be entitled to receive accrued salary and benefits through the date of termination and shall be ineligible for any bonus or severance payment.

70

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information regarding our directors and matters pertaining to our corporate governance policies and procedures are set forth in “Proposal 1—Election of Directors” under the captions “Biographical Information Regarding Directors” and “Corporate Governance” in our definitive proxy statement for our 2013 Annual Meeting of Stockholders scheduled to be held on May 30, 2013, or the 2013 Proxy Statement. Such information is incorporated herein by reference. Information regarding compliance by our directors and executive officers and owners of more than ten percent of our Class A common stock with the reporting requirements of Section 16(a) of the Exchange Act is set forth in the proxy statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.” Such information is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding the compensation of our executive officers and directors is set forth in “Proposal 1—Election of Directors” under the caption “Director Compensation” and under the caption “Summary of Cash and Certain Other Compensation” in the 2013 Proxy Statement. Such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding ownership of our common stock by certain persons is set forth under the caption “Security Ownership of Certain Beneficial Owners and Management” and under the caption “Summary of Cash and Certain Other Compensation” in the 2013 Proxy Statement. Such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding relationships or transactions between our affiliates and us is set forth under the caption “Certain Relationships and Related Transactions” in the 2013 Proxy Statement. Such information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information regarding fees paid to and services performed by our independent accountants is set forth in “Proposal 2—Ratification of Appointment of Independent Auditor” under the caption “Audit and Other Fees” in the 2013 Proxy Statement. Such information is incorporated herein by reference.

71

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this report:

1. Financial Statements

The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report.

2. Financial Statement Schedule

The consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. All other schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto.

3. Exhibits

See Exhibit Index.

(b) Exhibits:

The following exhibits are attached hereto and incorporated herein by reference.

Exhibit Number	Exhibit Description
3.1(2)	Second Amended and Restated Certificate of Incorporation
3.2(3)	Third Amended and Restated Bylaws, as adopted on December 9, 2005
3.3(4)	First Amendment to Third Amended and Restated Bylaws
10.1(5)†	2000 Omnibus Equity Incentive Plan
10.2(6)†	Form of Notice of Stock Option Grant and Stock Option Agreement under the 2000 Omnibus Equity Incentive Plan
10.3(5)	Form of Voting Agreement by and among Walter F. Ulloa, Philip C. Wilkinson, Paul A. Zevnik and the registrant
10.4(7)†	Employment Agreement effective as of January 1, 2011 by and between the registrant and Walter F. Ulloa
10.5(9)†	Consulting Agreement effective as of April 25, 2012 by and between the registrant and Philip C. Wilkinson
10.6(22)†	Employment Agreement effective as of September 1, 2012 by and between the registrant and Jeffery A. Liberman
10.7†	Executive Employment Agreement effective as of May 12, 2011 between the registrant and Christopher T. Young
10.8†*	Executive Employment Agreement effective as of January 1, 2013 between the registrant and Christopher T. Young

72

Exhibit Number	Exhibit Description
10.9†*	Executive Employment Agreement effective as of September 1, 2012 between the registrant and Mario M. Carrera
10.10(10)†	Form of Indemnification Agreement for officers and directors of the registrant
10.11(5)	Form of Investors Rights Agreement by and among the registrant and certain of its stockholders
10.12(1)	Amendment to Investor Rights Agreement dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc.
10.13(1)	Letter Agreement regarding registration rights of Univision dated as of September 9, 2005 by and between Entravision Communications Corporation and Univision Communications Inc.
10.14(5)	Office Lease dated August 19, 1999 by and between Water Garden Company L.L.C. and Entravision Communications Company, L.L.C.
10.15(11)	First Amendment to Lease and Agreement Re: Sixth Floor Additional Space dated as of March 15, 2001 by and between Water Garden Company L.L.C., Entravision Communications Company, L.L.C. and the registrant
10.16(8)	Second Amendment to Lease dated as of October 5, 2005 by and between Water Garden Company L.L.C. and the registrant
10.17(23)	Third Amendment to Lease effective as of January 31, 2011 by and between Water Garden Company L.L.C. and the registrant
10.18(12)	Limited Liability Company Agreement of Lotus/Entravision Reps LLC dated as of August 10, 2001
10.19(13)	Master Network Affiliation Agreement, dated as of August 14, 2002, by and between Entravision Communications Corporation and Univision Network Limited Partnership
10.20(24)	Amendment, effective as of October 1, 2011, to Master Network Affiliation Agreement, dated as of August 14, 2002, by and between Entravision Communications Corporation and Univision Network Limited Partnership
10.21(13)	Master Network Affiliation Agreement, dated as of March 17, 2004, by and between Entravision Communications Corporation and TeleFutura
10.22(24)	Amendment, effective as of October 1, 2011, to Master Network Affiliation Agreement, dated as of March 17, 2004, by and between Entravision Communications Corporation and TeleFutura
10.23(2)†	2004 Equity Incentive Plan
10.24(14)†	First Amendment, dated as of May 1, 2006, to 2004 Equity Incentive Plan
10.25(15)†	Second Amendment, dated as of July 13, 2006, to 2004 Equity Incentive Plan
10.26(6)†	Form of Stock Option Award under the 2004 Equity Incentive Plan
10.27(16)†	Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan
10.28(17)	Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan
10.29(18)	Form of Restricted Stock Unit Award under the 2004 Equity Incentive Plan
10.30(19)†	Summary of Non-Employee Director Compensation

73

Exhibit Number	Exhibit Description
10.31(20)	Indenture, dated as of July 27, 2010, by and among Entravision Communications Corporation, the guarantors named therein and Wells Fargo Bank, National Association, as Trustee
10.32(21)	Purchase Agreement, dated July 22, 2010, by and among Entravision Communications Corporation, the guarantors named therein and Citigroup Global Markets, Inc., as representatives of the initial purchasers
10.33(21)	Registration Rights Agreement, dated July 27, 2010, by and among Entravision Communications Corporation, the guarantors named therein and Citigroup Global Markets, Inc., as representatives of the initial purchasers
10.34(21)	Credit Agreement, dated July 27, 2010, by and among Entravision Communications Corporation, as the Borrower, the other persons designated as Credit Parties, General Electric Capital Corporation, for itself, as a Lender and as Agent for all Lenders, the other financial institutions party thereto and GE Capital Markets, Inc., as Sole Lead Arranger and Bookrunner
10.35(25)	First Amendment, dated February 24, 2012, to Credit Agreement, dated July 27, 2010, by and among Entravision Communications Corporation, as the Borrower, the other persons designated as Credit Parties, General Electric Capital Corporation, for itself, as a Lender and as Agent for all Lenders, the other financial institutions party thereto and GE Capital Markets, Inc., as Sole Lead Arranger and Bookrunner
10.36*	Credit Agreement, dated December 20, 2012, by and among Entravision Communications Corporation, as the Borrower, the other persons designated as Credit Parties, General Electric Capital Corporation, for itself, as a Lender and as Agent for all Lenders, the other financial institutions party thereto and GE Capital Markets, Inc., as Sole Lead Arranger and Bookrunner
10.37(21)	Security Agreement, dated July 27, 2010, by and among Entravision Communications Corporation, each other guarantor from time to time party thereto and General Electric Capital Corporation, as Collateral Trustee
10.38(21)	Collateral Trust and Intercreditor Agreement, dated July 27, 2010, by and among Entravision Communications Corporation, the guarantors from time to time party thereto, Wells Fargo Bank, National Association, as Trustee under the Indenture, the Administrative Agent, the other Priority Debt Representatives from time to time party thereto and General Electric Capital Corporation, as Collateral Trustee
21.1*	Subsidiaries of the registrant
23.1*	Consent of McGladrey LLP
24.1*	Power of Attorney (included after signatures hereto)
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
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
101.INS**	XBRL Instance Document
101.SCH**	XBRL Taxonomy Extension Schema Document

74

Exhibit Number	Exhibit Description
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase
101.LAB**	XBRL Taxonomy Extension Label Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

† Management contract or compensatory plan, contract or arrangement.

(1) Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2005, filed with the SEC on November 9, 2005.

(2) Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2004, filed with the SEC on August 9, 2004.

(3) Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006.

(4) Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 11, 2009.

(5) Incorporated by reference from our Registration Statement on Form S-1, No. 333-35336, filed with the SEC on April 21, 2000, as amended by Amendment No. 1 thereto, filed with the SEC on June 14, 2000, Amendment No. 2 thereto, filed with the SEC on July 10, 2000, Amendment No. 3 thereto, filed with the SEC on July 11, 2000 and Amendment No. 4 thereto, filed with the SEC on July 26, 2000.

(6) Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2004, filed with the SEC on March 15, 2005.

(7) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on June 2, 2011.

(8) Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on March 16, 2006.

(9) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on April 27, 2012.

(10) Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2000, filed with the SEC on September 15, 2000.

(11) Incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 28, 2001.

(12) Incorporated by reference from our Registration Statement on Form S-3, No. 333-81652, filed with the SEC on January 30, 2002, as amended by Post-Effective Amendment No. 1 thereto, filed with the SEC on February 25, 2002.

(13) Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed with the SEC on May 10, 2004.

(14) Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, filed with the SEC on May 10, 2006.

(15) Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2006, filed with the SEC on November 9, 2006.

(16) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on October 4, 2006.

(17) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 2, 2007

(18) Incorporated by reference from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed with the SEC on August 11, 2008.

(19) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on July 17, 2006.

75

(20) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on July 27, 2010.

(21) Incorporated by reference from our Quarterly Report on Form 10-Q, filed with the SEC on August 10, 2010.

(22) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on September 28, 2012.

(23) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on March 25, 2011.

(24) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on January 5, 2011.

(25) Incorporated by reference from our Current Report on Form 8-K, filed with the SEC on February 24, 2012.

(c) Financial Statement Schedules:

Not applicable.

76

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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/    WALTER F. ULLOA
	Walter F. Ulloa Chairman and Chief Executive Officer

Date: March 8, 2013

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Walter F. Ulloa and Christopher T. Young, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/    WALTER F. ULLOA         Walter F. Ulloa	Chairman, Chief Executive Officer (principal executive officer) and Director	March 8, 2013
/s/    CHRISTOPHER T. YOUNG         Christopher T. Young	Executive Vice President, Treasurer and Chief Financial Officer (principal financial officer and principal accounting officer)	March 8, 2013
/s/    PHILIP C. WILKINSON         Philip C. Wilkinson	Director	March 8, 2013
/s/    PAUL A. ZEVNIK         Paul A. Zevnik	Director	March 8, 2013
/s/    ESTEBAN E. TORRES         Esteban E. Torres	Director	March 8, 2013
/s/    GILBERT R. VASQUEZ         Gilbert R. Vasquez	Director	March 8, 2013
/s/    JULES G. BUENABENTA         Jules G. Buenabenta	Director	March 8, 2013

77

ENTRAVISION COMMUNICATIONS CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets – December 31, 2012 and 2011		F-3
Consolidated Statements of Operations – Years ended December 31, 2012, 2011 and 2010		F-4
Consolidated Statements of Stockholders’ Equity – Years ended December  31, 2012, 2011 and 2010		F-5
Consolidated Statements of Cash Flows – Years ended December 31, 2012, 2011 and 2010		F-6
Notes to Consolidated Financial Statements		F-7
Schedule II – Consolidated Valuation and Qualifying Accounts		F-45

Other Financial Statements of Entravision Communications Corporation’s Subsidiary, Entravision Holdings, LLC

The following financial statements for Entravision Communications Corporation’s wholly owned subsidiary, Entravision Holdings, LLC, are included pursuant to Regulation S-X, Rule 3-16, “Financial Statements of Affiliates Whose Securities Collateralize an Issue Registered or Being Registered.”

ENTRAVISION HOLDINGS, LLC

	Page
Report of Independent Registered Public Accounting Firm		F-46
Balance Sheets – December 31, 2012 and 2011		F-47
Statements of Operations – Years ended December 31, 2012, 2011 and 2010		F-48
Statements of Member’s Equity – Years ended December 31, 2012, 2011 and 2010		F-49
Statements of Cash Flows – Years ended December 31, 2012, 2011 and 2010		F-50
Notes to Financial Statements		F-51

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Entravision Communications Corporation

We have audited the accompanying consolidated balance sheets of Entravision Communications Corporation and subsidiaries as of December 31, 2012 and 2011, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for each of the three years in the period ended December 31, 2012. Our audits also included the financial statement schedule of Entravision Communications Corporation listed in Item 15(a) for each of the three years ended December 31, 2012. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Entravision Communications Corporation and subsidiaries as of December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also audited the condensed financial information pursuant to Rule 3-10 of Regulation S-X for the years ended December 31, 2012, 2011, and 2010 which have been included in Note 16 to the consolidated financial statements taken as a whole.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Entravision Communications Corporation’s and subsidiaries’ internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 8, 2013 expressed an unqualified opinion on the effectiveness of Entravision Communications Corporation’s internal control over financial reporting.

/s/ McGladrey LLP

Los Angeles, California

March 8, 2013

F-2

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2012 and 2011

(In thousands, except share and per share data)

	December 31, 2012			December 31, 2011
ASSETS
Current assets
Cash and cash equivalents	$	36,130		$	58,719
Trade receivables, net of allowance for doubtful accounts of $4,396 and $3,926 (including related parties of $4,916 and $5,608)		48,030			44,270
Prepaid expenses and other current assets (including related parties of $274 and $274)		4,245			5,939
Total current assets		88,405			108,928
Property and equipment, net		61,435			65,226
Intangible assets subject to amortization, net (including related parties of $20,880 and $23,513)		22,349			24,598
Intangible assets not subject to amortization		220,701			220,701
Goodwill		36,647			36,647
Other assets		8,514			11,221
Total assets	$	438,051		$	467,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	150		$	—
Advances payable, related parties		118			118
Accounts payable and accrued expenses (including related parties of $3,576 and $5,691)		39,158			39,750
Total current liabilities		39,426			39,868
Long-term debt, less current maturities (net of bond discount of $2,982 and $4,134)		340,664			379,662
Other long-term liabilities		7,359			8,327
Deferred income taxes		45,201			40,025
Total liabilities		432,650			467,882
Commitments and contingencies (note 9)
Stockholders’ equity (deficit)
Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued and outstanding 2012 54,404,226; 2011 53,514,769		5			5
Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2012 and 2011 22,188,161		2			2
Class U common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding 2012 and 2011 9,352,729		1			1
Additional paid-in capital		930,814			938,453
Accumulated deficit		(925,421	)		(939,022	)
Total stockholders’ equity (deficit)		5,401			(561	)
Total liabilities and stockholders’ equity (deficit)	$	438,051		$	467,321

See Notes to Consolidated Financial Statements

F-3

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Years ended December 31, 2012, 2011 and 2010

(In thousands, except share and per share data)

	2012			2011			2010
Net revenue	$	223,253		$	194,396		$	200,476
Expenses:
Direct operating expenses (including related parties of $10,599, $8,373, and $10,857) (including non-cash stock-based compensation of $146, $229 and $454)		92,256			88,590			84,802
Selling, general and administrative expenses (including non-cash stock-based compensation of $767, $812, and $897)		37,818			36,511			38,046
Corporate expenses (including non-cash stock-based compensation of $1,738, $1,302, and $1,619)		17,976			15,669			18,416
Depreciation and amortization (includes direct operating of $12,332, $13,258, and $13,545; selling, general and administrative of $2,858, $3,141, and $3,557; and corporate of $1,236, $2,254, and $2,127) (including related parties of $2,633, $3,617, and $3,211)		16,426			18,653			19,229
Impairment charge		—			—			36,109
		164,476			159,423			196,602
Operating income (loss)		58,777			34,973			3,874
Interest expense (including related parties of $0, $30, and $83)		(35,407	)		(37,650	)		(24,429	)
Interest income		86			3			260
Other income (loss)		—			687			—
Gain (loss) on debt extinguishment		(3,743	)		(423	)		(987	)
Income (loss) before income taxes		19,713			(2,410	)		(21,282	)
Income tax (expense) benefit		(6,112	)		(5,790	)		3,376
Income (loss) before equity in net income (loss) of nonconsolidated affiliate		13,601			(8,200	)		(17,906	)
Equity in net income (loss) of nonconsolidated affiliate		—			—			(180	)
Net income (loss) applicable to common stockholders	$	13,601		$	(8,200	)	$	(18,086	)
Basic and diluted earnings per share:
Net income (loss) per share applicable to common stockholders, basic and diluted	$	0.16		$	(0.10	)	$	(0.21	)
Weighted average common shares outstanding, basic		85,882,646			85,051,066			84,488,930
Weighted average common shares outstanding, diluted		86,314,206			85,051,066			84,488,930

See Notes to Consolidated Financial Statements

F-4

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Years ended December 31, 2012, 2011 and 2010

(In thousands, except share data)

	Number of Common Shares									Common Stock						Additional Paid-in Capital
	Class A		Class B			Class U		Treasury Stock		Class A		Class B		Class U					Accumulated Deficit			Total
Balance, December 31, 2009		51,807,122		22,587,433			9,352,729		—	$	5	$	2	$	1	$	937,963		$	(912,736	)	$	25,235
Issuance of common stock upon exercise of stock options or awards of restricted stock units		771,910		—			—		—		—		—		—		237			—			237
Stock-based compensation expense, net		—		—			—		—		—		—		—		2,971			—			2,971
Class B common stock exchanged for Class A common stock		399,272		(399,272	)		—		—		—		—		—		—			—			—
Net income (loss) for the year ended December 31, 2010		—		—			—		—		—		—		—		—			(18,086	)		(18,086	)
Balance, December 31, 2010		52,978,304		22,188,161			9,352,729		—	$	5	$	2	$	1	$	941,171		$	(930,822	)	$	10,357
Issuance of common stock upon exercise of stock options or awards of restricted stock units		536,465		—			—		—		—		—		—		41			—			41
Stock-based compensation expense, net		—		—			—		—		—		—		—		2,343			—			2,343
Dividends paid																	(5,102	)		—			(5,102	)
Net income (loss) for the year ended December 31, 2011		—		—			—		—		—		—		—		—			(8,200	)		(8,200	)
Balance, December 31, 2011		53,514,769		22,188,161			9,352,729		—	$	5	$	2	$	1	$	938,453		$	(939,022	)	$	(561	)
Issuance of common stock upon exercise of stock options or awards of restricted stock units		889,457		—			—		—		—		—		—		23			—			23
Stock-based compensation expense, net		—		—			—		—		—		—		—		2,651			—			2,651
Dividends paid		—		—			—		—		—		—		—		(10,313	)		—			(10,313	)
Net income (loss) for the year ended December 31, 2012		—		—			—		—		—		—		—		—			13,601			13,601
Balance, December 31, 2012		54,404,226		22,188,161			9,352,729		—	$	5	$	2	$	1	$	930,814		$	(925,421	)	$	5,401

See Notes to Consolidated Financial Statements

F-5

ENTRAVISION COMMUNICATIONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2012, 2011 and 2010

(In thousands)

	2012			2011			2010
Cash flows from operating activities:
Net income (loss)	$	13,601		$	(8,200	)	$	(18,086	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		16,426			18,653			19,229
Impairment charge		—			—			36,109
Deferred income taxes		6,477			4,565			(4,342	)
Amortization of debt issuance costs		2,284			2,207			1,140
Amortization of syndication contracts		707			1,482			1,159
Payments on syndication contracts		(1,698	)		(1,976	)		(2,724	)
Equity in net (income) loss of nonconsolidated affiliate		—			—			180
Non-cash stock-based compensation		2,651			2,343			2,970
Other (income) loss		—			(687	)		—
(Gain) loss on debt extinguishment		3,743			423			934
Reserve for note receivable		—			—			3,018
Change in fair value of interest rate swap agreements		—			—			(12,188	)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in restricted cash		—			809			(809	)
(Increase) decrease in accounts receivable		(3,740	)		(574	)		2,091
(Increase) decrease in prepaid expenses and other assets		321			336			310
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(740	)		(1,770	)		8,134
Net cash provided by (used in) operating activities		40,032			17,611			37,125
Cash flows from investing activities:
Purchases of property and equipment and intangibles		(9,856	)		(8,524	)		(8,650	)
Purchase of a business		—			(598	)		—
Net cash provided by (used in) investing activities		(9,856	)		(9,122	)		(8,650	)
Cash flows from financing activities:
Proceeds from issuance of common stock		23			42			239
Payments on long-term debt		(61,800	)		(17,071	)		(362,949	)
Termination of swap agreements		—			—			(4,039	)
Dividends paid		(10,313	)		(5,102	)		—
Proceeds from borrowings on long-term debt		20,000			—			394,888
Payments of capitalized debt offering and issuance costs		(675	)		(29	)		(11,890	)
Net cash provided by (used in) financing activities		(52,765	)		(22,160	)		16,249
Net increase (decrease) in cash and cash equivalents		(22,589	)		(13,671	)		44,724
Cash and cash equivalents:
Beginning		58,719			72,390			27,666
Ending	$	36,130		$	58,719		$	72,390
Supplemental disclosures of cash flow information:
Cash payments for:
Interest	$	35,422		$	36,428		$	30,805
Income taxes	$	(365	)	$	1,225		$	966

See Notes to Consolidated Financial Statements

F-6

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF BUSINESS

Nature of Business

Entravision Communications Corporation (together with its subsidiaries, hereinafter referred to collectively as the “Company”) is a diversified Spanish-language media company utilizing a combination of television and radio operations, together with mobile, digital and other interactive media platforms, to reach Hispanic consumers across the United States, as well as the border markets of Mexico. The Company’s management has determined that the Company operates in two reportable segments as of December 31, 2012, based upon the type of advertising medium, which consist of television broadcasting and radio broadcasting. As of December 31, 2012, the Company owns and/or operates 56 primary television stations located primarily in California, Colorado, Connecticut, Florida, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C., consisting primarily of Univision Communications Inc. (“Univision”) affiliated stations. Radio operations consist of 49 operational radio stations, 38 FM and 11 AM, in 19 markets located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Investment in Nonconsolidated Affiliates

Except for a variable interest entity, the Company accounts for its investment in its less than majority-owned investees using the equity method under which the Company’s share of the net earnings is recognized in the Company’s statement of operations. Condensed financial information is not provided, as these operations are not considered to be significant.

Variable Interest Entities

The Company performs a qualitative analysis to determine if it is the primary beneficiary of a variable interest entity. This analysis includes consideration of who has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and who has the obligation to absorb losses or the right to receive benefits of the variable interest entity that could potentially be significant to the variable interest entity. The Company continuously reassesses whether it is the primary beneficiary of a variable interest entity.

The Company has consolidated one entity for which it is the primary beneficiary. Total net assets and results of operations of the entity as of and for the year ended December 31, 2012 are not significant.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

F-7

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s operations are affected by numerous factors, including changes in audience acceptance (i.e., ratings), priorities of advertisers, new laws and governmental regulations and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television and radio advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company’s operations and cash flows. Significant estimates and assumptions made by management are used for, but not limited to, the allowance for doubtful accounts, stock-based compensation, the estimated useful lives of long-lived and intangible assets, the recoverability of such assets by their estimated future undiscounted cash flows, the fair value of reporting units and indefinite life intangible assets, fair values of derivative instruments, disclosure of the fair value of debt, deferred income taxes and the purchase price allocations used in the Company’s acquisitions.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of funds held in general checking accounts, money market accounts and commercial paper. Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value.

Long-lived Assets, Other Assets and Intangibles Subject to Amortization

Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over their estimated useful lives (see Note 5). The Company periodically evaluates assets to be held and used and long-lived assets held for sale, when events and circumstances warrant such review.

Syndication contracts are recorded at cost. Syndication amortization is provided using the straight-line method over their estimated useful lives.

Intangible assets subject to amortization are amortized on a straight-line method over their estimated useful lives (see Note 4). Favorable leasehold interests and pre-sold advertising contracts are amortized over the term of the underlying contracts. Deferred debt issuance costs are amortized over the life of the related indebtedness using the effective interest method.

Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances or changes to the Company’s business strategy, could result in the actual useful lives differing from initial estimates. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives. In those cases where the Company determines that the useful life of a long-lived asset should be revised, the Company will amortize or depreciate the net book value in excess of the estimated residual value over its revised remaining useful life.

Long-lived assets and asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

F-8

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually on the first day of its fourth fiscal quarter, or more frequently if certain events or certain changes in circumstances indicate they may be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, the Company must make a series of assumptions about such things as the estimated future cash flows and other factors to determine the fair value of these assets.

Goodwill impairment testing is a two-step process. The first step is a comparison of the fair values of the Company’s reporting units to their respective carrying amounts. The Company has determined that each of its operating segments is a reporting unit. If a reporting unit’s estimated fair value is equal to or greater than that reporting unit’s carrying value, no impairment of goodwill exists and the testing is complete at the first step. However, if the reporting unit’s carrying amount is greater than the estimated fair value, the second step must be completed to measure the amount of impairment of goodwill, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill with its carrying amount to measure the amount of impairment loss, if any. If the implied fair value of goodwill is less than the carrying value of goodwill, then an impairment exists and an impairment loss is recorded for the amount of the difference.

The estimated fair value of goodwill is determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to each reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to the Company’s reporting units. The market approach requires the Company to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. The current economic conditions have led to a decrease in the number of comparable transactions, which makes the market approach of comparable transactions and transaction premiums more difficult to estimate than in previous years.

The income approach estimates fair value based on the Company’s estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated revenue projections and profit margin projections based on internal forecasts about future performance.

Indefinite Ljfe Intangible Assets

The Company believes that its broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complimentary to each other and are representative of the best use of those assets. The

F-9

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Company’s individual market clusters consist of cities or nearby cities. The Company tests its broadcasting licenses for impairment based on certain assumptions about these market clusters.

The estimated fair value of indefinite life intangible assets is determined by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets.

Concentrations of Credit Risk and Trade Receivables

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company from time to time may have bank deposits in excess of the FDIC insurance limits. As of December 31, 2012, substantially all deposits are maintained in one financial institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade receivable credit risk exposure is limited. Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. A valuation allowance is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration a customer’s financial condition and credit history, as well as current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. No interest is charged on customer accounts.

Estimated losses for bad debts are provided for in the financial statements through a charge to expense that aggregated $1.0 million, $0.9 million and $2.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. The net charge off of bad debts aggregated $0.7 million, $2.6 million and $4.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Dependence on Business Partners

The Company is dependent on the continued financial and business strength of its business partners, such as the companies from whom it obtains programming. The Company could be at risk should any of these entities fail to perform their obligations to the Company. This in turn could materially adversely affect the Company’s own business, results of operations and financial condition.

F-10

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Disclosures About Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments.

As of December 31, 2012 and 2011, the fair value of the Company’s long-term debt was approximately $371.3 million and $376.1 million, respectively, based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities with similar collateral requirements.

The carrying values of receivables, payables and accrued expenses approximate fair value due to the short maturity of these instruments.

Off-balance Sheet Financings and Liabilities

Other than lease commitments, legal contingencies incurred in the normal course of business, appreciation right agreements, employment contracts for key employees and the interest rate swap agreements (see Notes 7, 9 and 13), the Company does not have any off-balance sheet financing arrangements or liabilities. The Company does not have any majority-owned subsidiaries or any interests in, or relationships with, any material variable-interest entities that are not included in the consolidated financial statements.

Income Taxes

Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

In evaluating the Company’s ability to realize net deferred tax assets, the Company considers all reasonably available evidence including past operating results, tax strategies and forecasts of future taxable income. In considering these factors, the Company makes certain assumptions and judgments that are based on the plans and estimates used to manage the business.

Advertising Costs

Amounts incurred for advertising costs with third parties are expensed as incurred. Advertising expense totaled approximately $0.3 million, $0.4 million and $0.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.

F-11

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Legal Costs

Amounts incurred for legal costs that pertain to loss contingencies are expensed as incurred.

Repairs and Maintenance

All costs associated with repairs and maintenance are expensed as incurred.

Revenue Recognition

Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded at gross revenue and the related commission or national representation fee is recorded in operating expense. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided.

The Company also generates interactive revenues under arrangements that are sold on a standalone basis and those that are sold on a combined basis that are integrated with its broadcast revenue and reported within the television and radio segments. The Company has determined that these integrated revenue arrangements include multiple deliverables and has separated them into different units of accounting based on their relative sales price based upon management’s best estimate. Revenue for each unit of accounting is recognized as it is earned.

In August 2008, the Company entered into a proxy agreement with Univision pursuant to which it granted Univision the right to negotiate as an agent the terms of agreements providing for the carriage of its Univision- and UniMás-affiliated television station signals by cable, satellite and internet-based television service providers. The agreement also provides terms relating to compensation to be paid to the Company with respect to agreements that are entered into for the carriage of its Univision- and UniMás-affiliated television station signals. Revenue for the carriage of the Company’s Univision- and UniMás-affiliated television station signals is recognized over the life of each agreement with the cable, satellite and internet-based television service providers. Advertising related to carriage of the Company’s Univision- and UniMás-affiliated television station signals is recognized at the time of broadcast. Retransmission consent revenue was $20.2 million, $17.1 million and $13.7 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Trade Transactions

The Company exchanges broadcast time for certain merchandise and services. Trade revenue is recognized when commercials air at the fair value of the goods or services received or the fair value of time aired, whichever is more readily determinable. Trade expense is recorded when the goods or services are used or received. Trade revenue was approximately $0.6 million, $0.8 million and $1.0 million for the years ended December 31, 2012, 2011 and 2010, respectively. Trade costs were approximately $0.6 million, $0.8 million and $1.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation according to the provisions of ASC 718, “Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors including employee stock options, restricted stock awards, restricted stock units, and employee stock purchases under the 2001 Employee Stock Purchase Plan (the “Purchase Plan”) based on estimated fair values.

F-12

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

ASC 718 requires companies to estimate the fair value of stock options on the date of grant using an option pricing model. The fair value of restricted stock awards and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. The value of the portion of the award that is ultimately expected to vest has been reduced for estimated forfeitures and is recognized as expense over the requisite service periods in the consolidated statements of operations. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company selected the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value for stock options. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term, expected volatility of the underlying stock, risk-free rate, and expected dividends. The expected volatility is based on historical volatility of the Company’s common stock and other relevant factors. The expected term assumptions are based on the Company’s historical experience and on the terms and conditions of the stock-based awards. The risk free-rate is based on observed interest rates appropriate for the expected terms of the Company’s stock options.

The Company classifies cash flows from excess tax benefits from exercised options in excess of the deferred tax asset attributable to stock-based compensation costs as financing cash flows.

Earnings (Loss) Per Share

The following table illustrates the reconciliation of the basic and diluted per share computations (in thousands, except share and per share data):

	Year Ended December 31, 2012		Year Ended December 31, 2011			Year Ended December 31, 2010
Basic and diluted earnings per share:
Numerator:
Net income (loss) applicable to common stockholders	$	13,601	$	(8,200	)	$	(18,086	)
Denominator:
Weighted average common shares outstanding, basic and diluted		85,882,646		85,051,066			84,488,930
Per share:
Net income (loss) per share applicable to common stockholders	$	0.16	$	(0.10	)	$	(0.21	)
Diluted earnings per share:
Numerator:
Net income (loss) applicable to common stockholders	$	13,601	$	(8,200	)	$	(18,086	)
Denominator:
Weighted average common shares outstanding		85,882,646		85,051,066			84,488,930
Dilutive securities:
Stock options		89,418		—			—
Restricted stock units		342,142		—			—
Diluted shares outstanding		86,314,206		85,051,066			84,488,930
Per share:
Net income (loss) per share applicable to common stockholders	$	0.16	$	(0.10	)	$	(0.21	)

F-13

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Basic earnings per share is computed as net income (loss) divided by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and restricted stock awards.

For the year ended December 31, 2012, a total of 8,573,761 shares of dilutive securities were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares.

For the years ended December 31, 2011 and 2010, dilutive securities have been excluded, as their inclusion would have had an antidilutive effect on loss per share. 610,650 and 813,108 equivalent shares of stock options, restricted stock units and shares purchased under the Employee Stock Purchase Plan were not included in determining the weighted average shares outstanding for diluted loss per share since their inclusion would be antidilutive for the years ended December 31, 2011 and 2010, respectively.

Comprehensive Income

For the years ended December 31, 2012, 2011 and 2010, the Company had no components of comprehensive income.

Recently Issued Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). Under this guidance, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 is effective during interim and annual periods beginning after September 15, 2012.

3. ACQUISITIONS

Upon consummation of each acquisition the Company evaluates whether the acquisition constitutes a business. An acquisition is considered a business if it is comprised of a complete self-sustaining integrated set of activities and assets consisting of inputs and processes applied to those inputs that are used to generate revenues. For a transferred set of activities and assets to be a business, it must contain all of the inputs and processes necessary for it to continue to conduct normal operations after the transferred set is separated from the transferor, which includes the ability to sustain a revenue stream by providing its outputs to customers. A transferred set of activities and assets fails the definition of a business if it excludes one or more significant items such that it is not possible for the set to continue normal operations and sustain a revenue stream by providing its products and/or services to customers.

All business acquisitions have been accounted for as purchase business combinations with the operations of the businesses included subsequent to their acquisition dates. The allocation of the respective purchase prices is generally based upon independent appraisals and or management’s estimates of the discounted future cash flows to be generated from the media properties for intangible assets, and replacement cost for tangible assets. Deferred income taxes are provided for temporary differences based upon management’s best estimate of the tax basis of acquired assets and liabilities that will ultimately be accepted by the applicable taxing authority.

F-14

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2011 Acquisition

On January 3, 2011, the Company completed the acquisition of Lotus/Entravision Reps LLC, or LER, a representation firm that sells national spots and digital advertising to advertising agencies on behalf of the Company and other clients. The Company previously owned 50% of LER which was accounted for under the equity method. The Company decided to acquire the 50% of LER that it did not own in order to integrate LER’s operations with the Company’s radio operations. The Company paid $1.1 million for the remaining 50% of LER.

As a result of the Company obtaining control of LER, the Company’s previously-held 50% interest was remeasured to its fair value of $1.1 million. The resulting gain of $0.7 million is included in the line item ‘Other income (loss)’ on the consolidated statement of operations.

The following is a summary of the purchase price allocation for the Company’s acquisition of LER (in millions):

Cash and cash equivalents	$	0.5
Trade accounts receivable		2.1
Prepaids and other assets		0.1
Property and equipment		0.1
Intangible assets subject to amortization		0.5
Goodwill		0.7
Current liabilities		(1.8	)
	$	2.2

The goodwill, which is expected to be deductible for tax purposes, is assigned to the radio broadcasting segment and is attributable to expected synergies from combining LER’s operations with the Company’s.

The acquired receivables approximate their fair value inclusive of collection risk, which was not significant. Acquisition-related costs were not significant and LER’s historical revenue and net income were not significant to the Company’s results for any of the periods presented.

4. GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill for each of the Company’s operating segments for the years ended December 31, 2012 and 2011 is as follows (in thousands):

	Television		Radio		Total
December 31, 2012 and 2011	$	35,912	$	735	$	36,647

F-15

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The composition of the Company’s acquired intangible assets and the associated accumulated amortization as of December 31, 2012 and 2011 is as follows (in thousands):

			2012						2011
	Weighted average remaining life in years		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Television network affiliation agreements		9	$	65,089	$	44,210	$	20,879	$	65,089	$	41,577	$	23,512
Customer base		4		746		382		364		746		292		454
Other		17		25,655		24,549		1,106		25,155		24,523		632
Total intangible assets subject to amortization			$	91,490	$	69,141		22,349	$	90,990	$	66,392		24,598
Intangible assets not subject to amortization:
FCC licenses								220,701						220,701
Total intangible assets							$	243,050					$	245,299

The aggregate amount of amortization expense for the years ended December 31, 2012, 2011 and 2010 was approximately $2.7 million, $3.8 million and $3.4 million, respectively. Estimated amortization expense for each of the years ended December 31, 2013 through 2017 is as follows (in thousands):

Estimated Amortization Expense	Amount
2013	$	2,400
2014		2,400
2015		2,400
2016		2,400
2017		2,400

Impairment

The Company has identified each of its two operating segments to be separate reporting units: television broadcasting and radio broadcasting. The carrying values of the reporting units are determined by allocating all applicable assets (including goodwill) and liabilities based upon the unit in which the assets are employed and to which the liabilities relate, considering the methodologies utilized to determine the fair value of the reporting units.

Goodwill and indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1.

F-16

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2012

The Company conducted a review of the fair value of the television and radio reporting units in 2012. The fair value of each reporting unit was primarily determined by using a combination of a market approach and an income approach. The income approach estimates fair value based on the estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on internal forecasts about future performance. The market-based approach used comparable company earnings multiples. Based on the assumptions and projections, the television and radio reporting unit fair values were both greater than their respective carrying values. As a result, the Company passed the first step of the goodwill impairment test for both reporting units and no impairment of goodwill was recorded.

The Company also conducted a review of the fair value of the television and radio FCC licenses in 2012. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses.

2011

The Company conducted a review of the fair value of the radio reporting unit in 2011. The fair value was primarily determined by using a combination of a market approach and an income approach. The income approach estimates fair value based on the estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded

F-17

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in radio industry. The Company estimated the revenue projections and profit margin projections based on internal forecasts about future performance. The market-based approach used comparable company earnings multiples. Based on the assumptions and projections, the radio reporting unit’s fair value was greater than its carrying value. As a result, the Company passed the first step of the goodwill impairment test and no impairment of goodwill of the radio reporting unit was recorded.

The Company also conducted a review of the television reporting unit. The Company performed a qualitative assessment and determined that it is more likely than not that its fair value is greater than its carrying amount. As such, the two-step impairment test was unnecessary and no impairment of goodwill of the television reporting unit was recorded.

The Company also conducted a review of the fair value of the television and radio FCC licenses in 2011. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses.

F-18

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

5. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2012 and 2011 consists of (in millions):

	Estimated useful life (years)		2012		2011
Buildings		39	$	18.6	$	18.5
Construction in progress		—		1.3		2.2
Transmission, studio and other broadcast equipment		5-15		158.0		156.7
Office and computer equipment		3-7		21.0		22.5
Transportation equipment		5		6.3		6.0
Leasehold improvements and land improvements		Lesser of lease life or useful life		22.2		21.1
				227.4		227.0
Less accumulated depreciation				173.4		169.2
				54.0		57.8
Land				7.4		7.4
			$	61.4	$	65.2

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of December 31, 2012 and 2011 consist of (in millions):

	2012		2011
Accounts payable	$	6.9	$	5.6
Accrued payroll and compensated absences		5.3		4.7
Professional fees		0.4		0.6
Accrued interest		11.8		14.1
Deferred revenue		2.3		2.4
Accrued national representation fees		1.3		2.0
Other		11.2		10.4
	$	39.2	$	39.8

7. LONG-TERM DEBT

Long-term debt as of December 31, 2012 and 2011 is summarized as follows (in millions):

	2012		2011
Notes, net of discount of $3.0 million and $4.1 million	$	320.9	$	379.7
Term Loan	$	20.0	$	0.0
		340.9		379.7
Less current maturities		0.2		—
	$	340.7	$	379.7

F-19

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The scheduled maturities of long-term debt as of December 31, 2012 are as follows (in millions):

Year	Amount
2013	$	0.2
2014		0.2
2015		0.2
2016		19.4
2017		323.8
	$	343.8

For the years ended December 31, 2012 and 2011, the Company recognized an increase of $0.6 million in interest expense, related to amortization of the bond discount.

Notes

On July 27, 2010, the Company completed the offering and sale of $400 million aggregate principal amount of its 8.75% Senior Secured First Lien Notes (the “Notes”). The Notes were issued at a discount to 98.722% of their principal amount and mature on August 1, 2017. Interest on the Notes accrues at a rate of 8.75% per annum from the date of original issuance and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2011. The Company received net proceeds of approximately $388 million from the sale of the Notes (net of bond discount of $5 million and fees of $7 million), which were used to pay all indebtedness outstanding under the previous syndicated bank credit facility, terminate the related interest rate swap agreements, pay fees and expenses related to the offering of the Notes and for general corporate purposes.

During the fourth quarter of 2011, the Company purchased Notes on the open market with a principal amount of $16.2 million. The Company recorded a loss on debt extinguishment of $0.4 million primarily due to the write off of unamortized finance costs and unamortized bond discount.

During the second quarter of 2012, the Company repurchased Notes with a principal amount of $20.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. The Company recorded a loss on debt extinguishment of $1.2 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

During the fourth quarter of 2012, the Company repurchased Notes with a principal amount of $40.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. The Company recorded a loss on debt extinguishment of $2.5 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

The Notes are guaranteed on a senior secured basis by all of the existing and future wholly-owned domestic subsidiaries (the “Note Guarantors”). The Notes and the guarantees rank equal in right of payment to all of the Company’s and the guarantors’ existing and future senior indebtedness and senior in right of payment to all of the Company’s and the Note Guarantors’ existing and future subordinated indebtedness. In addition, the Notes and the guarantees are effectively junior: (i) to the Company’s and the Note Guarantors’ indebtedness secured by assets that are not collateral; (ii) pursuant to an Intercreditor Agreement entered into at the same time that the Company entered into the 2010 Credit Facility described below; and (iii) to all of the liabilities of any of the Company’s existing and future subsidiaries that do not guarantee the Notes, to the extent of the assets of those

F-20

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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

At the Company’s option, the Company may redeem:

• prior to August 1, 2013, on one or more occasions, up to 10% of the original principal amount of the Notes during each 12-month period beginning on August 1, 2010, at a redemption price equal to 103% of the principal amount of the Notes, plus accrued and unpaid interest;

• prior to August 1, 2013, on one or more occasions, up to 35% of the original principal amount of the Notes with the net proceeds from certain equity offerings, at a redemption price of 108.750% of the principal amount of the Notes, plus accrued and unpaid interest; provided that: (i) at least 65% of the aggregate principal amount of all Notes issued under the Indenture remains outstanding immediately after such redemption; and (ii) such redemption occurs within 60 days of the date of closing of any such equity offering;

• prior to August 1, 2013, some or all of the Notes may be redeemed at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest; and

• on or after August 1, 2013, some or all of the Notes may be redeemed at a redemption price of: (i) 106.563% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2013; (ii) 104.375% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2014; (iii) 102.188% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2015; and (iv) 100% of the principal amount of the Notes if redeemed on or after August 1, 2016, in each case plus accrued and unpaid interest.

In addition, upon a change of control, as defined in the indenture governing the issuance of the Notes (the “Indenture”), the Company must make an offer to repurchase all Notes then outstanding, at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest. In addition, the Company may at any time and from time to time purchase Notes in the open market or otherwise.

Upon an event of default, as defined in the Indenture, the Notes will become due and payable: (i) immediately without further notice if such event of default arises from events of bankruptcy or insolvency of the Company, any Note Guarantor or any restricted subsidiary; or (ii) upon a declaration of acceleration of the Notes in writing to the Company by the Trustee or holders representing 25% of the aggregate principal amount of the Notes then outstanding, if an event of default occurs and is continuing. The Indenture contains additional provisions that are customary for an agreement of this type, including indemnification by the Company and the Note Guarantors.

The carrying amount and estimated fair value of the Notes as of December 31, 2012 was $320.9 million and $351.3 million, respectively. The estimated fair value is based on quoted market prices for the Notes.

2012 Credit Facility

On December 20, 2012, the Company also entered into a new term loan and revolving credit facility of up to $50 million (the “2012 Credit Facility”) pursuant to the amended Credit Agreement. The 2012 Credit Facility consists of a four-year $20 million term loan facility and a four-year $30 million revolving credit facility that expires on December 20, 2016, which includes a $3 million sub-facility for letters of credit. As of December 31,

F-21

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

2012, the Company had approximately $0.6 million in outstanding letters of credit. In addition, the Company may increase the aggregate principal amount of the 2012 Credit Facility by up to an additional $50 million, subject to the Company satisfying certain conditions.

Borrowings under the 2012 Credit Facility bear interest at either: (i) the Base Rate (as defined in the agreement governing the 2012 Credit Facility (the “amended Credit Agreement”) plus the Applicable Margin (as defined in the amended Credit Agreement); or (ii) LIBOR plus the Applicable Margin (as defined in the amended Credit Agreement). The Company has not drawn on the revolving credit facility of the 2012 Credit Facility.

The 2012 Credit Facility is guaranteed on a senior secured basis by all of the Company’s existing and future wholly-owned domestic subsidiaries (the “Credit Guarantors”), which are also the Note Guarantors (collectively, the “Guarantors”). The 2012 Credit Facility is secured on a first priority basis by the Company’s and the Credit Guarantors’ assets, which also secure the Notes. The Company’s borrowings, if any, under the 2012 Credit Facility rank senior to the Notes upon the terms set forth in the Intercreditor Agreement that the Company entered into in connection with the credit facility that was in effect at that time.

The amended Credit Agreement also requires compliance with a total net leverage ratio financial covenant in the event that the revolving credit facility is drawn in an amount in excess of $3 million, net of certain letter of credit obligations.

Upon an event of default, as defined in the amended Credit Agreement, the lender may, among other things, suspend or terminate their obligation to make further loans to the Company and/or declare all amounts then outstanding under the 2012 Credit Facility to be immediately due and payable. The amended Credit Agreement also contains additional provisions that are customary for an agreement of this type, including indemnification by the Company and the Credit Guarantors.

In connection with the Company entering into the Indenture and the amended Credit Agreement, the Company and the Guarantors also entered into the following agreements:

• A Security Agreement, pursuant to which the Company and the Guarantors each granted a first priority security interests in the collateral securing the Notes and the 2012 Credit Facility for the benefit of the holders of the Notes and the lender under the 2012 Credit Facility; and

• An Intercreditor Agreement, in order to define the relative rights of the holders of the Notes and the lender under the 2012 Credit Facility with respect to the collateral securing the Company’s and the Guarantors’ respective obligations under the Notes and the 2012 Credit Facility; and

• A Registration Rights Agreement, pursuant to which the Company registered the Notes and successfully conducted an exchange offering for the Notes in unregistered form, as originally issued.

Subject to certain exceptions, both the Indenture and the amended Credit Agreement contain various provisions that limit the Company’s ability, among other things, to:

• incur additional indebtedness;

• incur liens;

• merge, dissolve, consolidate, or sell all or substantially all of the Company’s assets;

• engage in acquisitions;

• make certain investments;

F-22

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

• make certain restricted payments;

• use loan proceeds to purchase or carry margin stock or for any other prohibited purpose;

• incur certain contingent obligations;

• enter into certain transactions with affiliates; and

• change the nature of the Company’s business.

In addition, the Indenture contains various provisions that limit the Company’s ability to:

• apply the proceeds from certain asset sales other than in accordance with the terms of the Indenture; and

• restrict dividends or other payments from subsidiaries.

In addition, the amended Credit Agreement contains various provisions that limit the Company’s ability to:

• dispose of certain assets; and

• amend the Company’s or any guarantor’s organizational documents of the Company in any way that is materially adverse to the lender under the 2012 Credit Facility.

Moreover, if the Company fails to comply with any of the financial covenants or ratios under the 2012 Credit Facility, the lender could:

• Elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or

• Terminate their commitments, if any, to make further extensions of credit.

The carrying amount and estimated fair value of the term loan as of December 31, 2012 was $20 million. The estimated fair value is based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities with similar collateral requirements.

Syndicated Bank Credit Facility

In July 2010, the Company repaid all amounts then outstanding under its previous syndicated bank credit facility and terminated the amended syndicated bank credit facility agreement. All references to and discussions regarding the syndicated bank credit facility and the amended syndicated bank credit facility agreement in this report should be considered in light of this fact.

In September 2005, the Company entered into its previous $650 million senior secured syndicated bank credit facility, consisting of a 7  ¹/₂ year $500 million term loan and a 6  ¹/₂ year $150 million new facility. The term loan under the syndicated bank credit facility had been drawn in full, the proceeds of which were used (i) to refinance $250 million outstanding under the former syndicated bank credit facility, (ii) to complete a tender offer for the previously outstanding $225 million senior subordinated notes, and (iii) for general corporate purposes. The Company’s ability to make additional borrowings under the syndicated bank credit facility was subject to compliance with certain financial covenants, including financial ratios, and other conditions set forth in the syndicated bank credit facility.

F-23

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On March 16, 2009, the Company entered into an amendment to its previous syndicated bank credit facility agreement. Pursuant to this amendment, among other things:

• The interest that the Company paid under the credit facility increased. Both the revolver and term loan borrowings under the amendment bore interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin that varies depending upon the leverage ratio. Borrowings under both the revolver and term loan bore interest at LIBOR plus a margin of 5.25% when the leverage ratio was greater than or equal to 5.0.

• The total amount of the revolver facility was reduced from $150 million to $50 million. The new facility bore interest at LIBOR plus a margin ranging from 3.25% to 5.25% based on leverage covenants. In addition, the Company paid a quarterly unused commitment fee ranging from 0.25% to 0.50% per annum, depending on the level of facility used.

• There were more stringent financial covenants relating to maximum allowed leverage ratio, maximum capital expenditures and fixed charge coverage ratio. Beginning March 16, 2009 through December 31, 2009, the maximum allowed leverage ratio, or the ratio of consolidated total debt to trailing-twelve-month consolidated adjusted EBITDA, was 6.75. The maximum allowed leverage ratio decreased to 6.50 in the first quarter of 2010.

• There was a mandatory prepayment clause for 100% of the proceeds of certain asset dispositions, regardless of the leverage ratio. In addition, if the Company had excess cash flow, as defined in the syndicated bank credit facility, 75% of such excess cash flow must be used to reduce the outstanding loan balance on a quarterly basis.

• Beginning March 31, 2009, the senior leverage ratio and net leverage ratio were eliminated.

• The Company was restricted from making future repurchases of shares of common stock, except under a limited circumstance, which the Company utilized in May 2009.

The amended syndicated bank credit facility also required the Company to maintain FCC licenses for broadcast properties and continued restrictions on the incurrence of additional debt, the payment of dividends, the marking of acquisitions and the sale of assets.

The amendment also contained additional covenants, representations and provisions that are usual and customary for credit facilities of this type. All other provisions of the credit facility agreement, as amended, remain in full force and effect unless expressly amended or modified by the amendment.

At the time of entering into this amendment, the Company made a prepayment of $40 million to reduce the outstanding amount of the term loans and paid the lenders an amendment fee.

The Company recorded a loss on debt extinguishment of $1.0 million for fees and unamortized finance costs associated with the termination of the syndicated bank credit facility during the year ended December 31, 2010.

Derivative Instruments

All of the interest rate swap agreements were terminated on July 27, 2010. All references to and discussions regarding the derivative instruments in this report should be considered in light of this fact.

The Company used interest rate swap agreements to manage its exposure to the risks associated with changes in interest rates. The Company does not enter into derivative instruments for speculation or trading

F-24

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

purposes. The interest rate swap agreements converted a portion of the variable rate term loan into a fixed rate obligation. These interest rate swap agreements were not designated for hedge accounting treatment, and as a result, changes in their fair values were reflected in earnings.

For the year ended December 31, 2010, the Company recognized a decrease of $13.4 million in interest expense related to the increase in fair value of the interest rate swap agreements. The following table presents the effect of the interest rate swap agreements on the consolidated statements of operations for the year ended December 31, 2010 (in millions):

Derivatives Not Designated As Hedging Instruments	Location of Income (Loss)		December 31, 2010
Interest rate swap agreements		Interest expense	$	13.4

Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In 2009, the Company adopted ASC 820 related to the accounting and disclosure of fair value measurements for nonfinancial assets and liabilities. In accordance with ASC 820, the Company has categorized its nonfinancial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table presents the Company’s nonfinancial assets measured at fair value on a nonrecurring basis, based on the fair value hierarchy as of December 31, 2010 (in millions):

	Level 3
Nonfinancial Assets	2010
Intangible assets not subject to amortization (FCC licenses)	$	67.8

In 2010, the Company wrote down its TV and radio FCC licenses with carrying amounts of $94.0 million to their fair values of $67.8 million and as a result, recognized impairment losses of $26.2 million, which the Company included in impairment charge on the consolidated statements of operations for the year ended December 31, 2010. In 2010 the Company wrote down its radio goodwill with a carrying amount of $9.9 million to $0, and as a result, recognized an impairment loss of $9.9 million, which the Company included in impairment charge on the consolidated statements of operations for the year ended December 31, 2010. For further discussion on the calculation of fair value and the determination of impairment see Note 4, “Goodwill and Other Intangible Assets”.

F-25

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

8. INCOME TAXES

The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2012, 2011 and 2010 (in millions):

	2012		2011		2010
Current
Federal	$	—	$	—	$	(1.1	)
State		0.6		0.4		0.1
Foreign		0.3		0.6		0.3
		0.9		1.0		(0.7	)
Deferred
Federal		4.8		4.4		(2.8	)
State		0.4		0.4		0.1
		5.2		4.8		(2.7	)
Total provision for taxes	$	6.1	$	5.8	$	(3.4	)

The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pre-tax income for the years ended December 31, 2012, 2011 and 2010 due to the following (in millions):

	2012			2011			2010
Computed “expected” tax provision (benefit)	$	6.7		$	(0.8	)	$	(7.4	)
Change in income tax resulting from:
State taxes, net of federal benefit		1.2			0.4			0.1
Goodwill impairment		—			—			2.9
Foreign taxes		0.3			0.6			0.3
Change in valuation allowance		(2.2	)		5.6			1.0
FIN 48 adjustment		—			—			(0.4	)
Other		0.1			—			0.1
	$	6.1		$	5.8		$	(3.4	)

F-26

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The components of the deferred tax assets and liabilities at December 31, 2012, 2011 and 2010 consist of the following (in millions):

	2012			2011
Deferred tax assets:
Accrued expenses	$	2.8		$	3.0
Accounts receivable		2.8			2.6
Net operating loss carryforward		110.5			103.7
Stock-based compensation		4.4			4.3
Capital loss in investment in a domestic subsidiary		10.2			10.4
Intangible assets		25.8			36.6
Credits		0.8			1.0
Other		3.5			3.4
		160.8			165.0
Valuation allowance		(145.5	)		(148.4	)
Net deferred tax assets	$	15.3		$	16.6
Deferred tax liabilities:
Non-long lived intangible assets	$	(4.3	)	$	(4.3	)
Long-lived Intangible assets		(48.3	)		(42.9	)
Property and equipment		(2.0	)		(3.0	)
Deferred state taxes		(5.5	)		(5.9	)
		(60.1	)		(56.1	)
	$	(44.8	)	$	(39.5	)

Deferred income tax amounts are classified on the balance sheet as follows (in millions):

	2012			2011
Prepaid expenses and other current assets	$	0.4		$	0.5
Deferred income taxes		(45.2	)		(40.0	)
	$	(44.8	)	$	(39.5	)

As of December 31, 2012, the Company has federal and state net operating loss carryforwards of approximately $294.3 and $210.1 million, respectively, available to offset future taxable income. The federal net operating loss carryforwards will expire during the years 2020 through 2032. The state net operating loss carryforwards will expire during the years 2013 through 2033. Of the $210.1 million of state net operating loss carryforwards, $13.3 million will expire in 2013.

For the years ended December 31, 2012 and 2011, the Company had a valuation allowance of $145.5 million and $148.4 million, respectively, as the Company believes that it is more likely than not that its tax assets will not be fully realized.

As of December 31, 2012, the Company’s utilization of its available net operating loss carryforwards against future taxable income is not restricted pursuant to the “change in ownership” rules in Section 382 of the Internal Revenue Code. However in subsequent periods, the utilization of its available net operating loss carryforwards against future taxable income may be restricted pursuant to the “change in ownership” rules in

F-27

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Section 382 of the Internal Revenue Code. These rules in general provide that an ownership change occurs when the percentage shareholdings of 5% direct or indirect shareholders of a loss corporation have in aggregate increased by more than 50 percentage points during the immediately preceding three years.

The Company addresses uncertainty in tax positions according to the provisions of ASC 740, “Income Taxes”, which clarifies the accounting for income taxes by establishing the minimum recognition threshold and a measurement attribute for tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements.

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions):

	Amount
Balance at December 31, 2010	$	6.4
Change in balances related to tax positions		—
Balance at December 31, 2011	$	6.4
Change in balances related to tax positions		—
Balance at December 31, 2012	$	6.4

As of December 31, 2012, the Company had $6.4 million of gross unrecognized tax benefits for uncertain tax positions, of which $0.9 million would affect the effective tax rate if recognized.

The Company does not anticipate that the amount of unrecognized tax benefits as of December 31, 2012 will significantly increase or decrease within the next 12 months.

The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2012, the Company had no significant accrued interest and penalties related to uncertain tax positions due to the net operating loss.

The Company is subject to taxation in the United States, various states and Mexico. The tax years 2009 to 2012 and 2008 to 2012 remain open to examination by federal and state taxing jurisdictions, respectively, and the tax years 2002 to 2012 remain open to examination by foreign jurisdiction. Net operating losses from years from which the statute of limitations have expired (2008 and prior for federal and 2007 and prior for state) could be adjusted in the event that the taxing jurisdictions challenge the amounts of net operating loss carryforwards from such years.

9. COMMITMENTS AND CONTINGENCIES

The Company has non-cancelable agreements with certain media research and ratings providers, expiring at various dates through December 2015, to provide television and radio audience measurement services. Pursuant to these agreements, the Company is obligated to pay these providers a total of approximately $31.7 million. The annual commitments range from $6.8 million to $12.6 million.

The Company leases facilities and broadcast equipment under various non-cancelable operating lease agreements with various terms and conditions, expiring at various dates through November 2050.

The Company’s corporate headquarters are located in Santa Monica, California. The Company leases approximately 16,000 square feet of space in the building housing its corporate headquarters under a lease

F-28

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

expiring in 2021. The Company also leases approximately 45,000 square feet of space in the building housing its radio network in Los Angeles, California, under a lease expiring in 2016.

The types of properties required to support each of the Company’s television and radio stations typically include offices, broadcasting studios and antenna towers where broadcasting transmitters and antenna equipment are located. The majority of the Company’s office, studio and tower facilities are leased pursuant to non-cancelable long-term leases. The Company also owns the buildings and/or land used for office, studio and tower facilities at certain of its television and/or radio properties. The Company owns substantially all of the equipment used in its television and radio broadcasting business.

The approximate future minimum lease payments under these non-cancelable operating leases at December 31, 2012 are as follows (in millions):

	Amount
2013		8.2
2014		8.2
2015		7.6
2016		6.0
2017		3.8
Thereafter		21.8
	$	55.6

Total rent expense under operating leases, including rent under month-to-month arrangements, was approximately $10.2 million, $10.1 million and $10.4 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Employment Agreements

The Company has entered into an employment agreement (the “Employment Agreement”) through December 2013 with an executive officer who is also a stockholder and director. The Employment Agreement provides that a minimum annual base salary and a bonus be paid. The company paid a total of $0.5 million, $0.0 million, and $0.3 million of bonuses to this executive for the years ended December 31, 2012, 2011 and 2010, respectively. Additionally, the Employment Agreement provides for a continuation of the executive’s annual base salary and annual bonus through the end of the employment period if the executive is terminated due to a permanent disability or without cause, as defined in the Employment Agreement.

10. STOCKHOLDERS’ EQUITY

The Second Amended and Restated Certificate of Incorporation of the Company authorizes both common and preferred stock.

Common Stock

The Company’s common stock has three classes, identified as A, B and U. The Class A common stock and Class B common stock have similar rights and privileges, except that the Class B common stock is entitled to ten votes per share as compared to one vote per share for the Class A common stock. Each share of Class B common stock is convertible at the holder’s option into one fully paid and nonassessable share of Class A common stock

F-29

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and is required to be converted into one share of Class A common stock upon the occurrence of certain events as defined in the Second Amended and Restated Certificate of Incorporation.

The Class U common stock, which is held by Univision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision.

During the year ended December 31, 2012, the Company paid a cash dividend of $0.12 per share, or $10.3 million, on all shares of Class A, Class B, and Class U common stock. During the year ended December 31, 2011, the Company paid a cash dividend of $0.06 per share, or $5.1 million, on all shares of Class A, Class B, and Class U common stock.

Treasury Stock

On November 1, 2006, the Company’s Board of Directors approved a $100 million stock repurchase program. The Company was authorized to repurchase up to $100 million of its outstanding Class A common stock from time to time in open market transactions at prevailing market prices, block trades and private repurchases. On April 7, 2008, the Company’s Board of Directors approved an additional $100 million stock repurchase program. The Company has repurchased a total of 20.8 million shares of Class A common stock for approximately $120.3 million under both plans from inception through December 31, 2012. The Company did not repurchase any shares of Class A common stock during 2010, 2011 or 2012. Subject to certain exceptions, both the Indenture and the Credit Agreement contain various provisions that limit the Company’s ability to make future repurchases of shares of the Company’s common stock.

11. EQUITY INCENTIVE PLANS

In May 2004, the Company adopted its 2004 Equity Incentive Plan (“2004 Plan”), which replaced its 2000 Omnibus Equity Incentive Plan (“2000 Plan”). The 2000 Plan had allowed for the award of up to 11,500,000 shares of Class A common stock. The 2004 Plan allows for the award of up to 10,000,000 shares of Class A common stock, plus any grants remaining available at its adoption date under the 2000 Plan. Awards under the 2004 Plan may be in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock or restricted stock units. The 2004 Plan is administered by a committee appointed by the Board. This committee determines the type, number, vesting requirements and other features and conditions of such awards. Generally, stock options granted from the 2000 Plan have a contractual term of ten years from the date of the grant and vest over four or five years and stock options granted from the 2004 Plan have a contractual term of ten years from the date of the grant and vest over four years.

The 2004 Plan was amended by the Compensation Committee effective July 13, 2006 to (i) eliminate automatic option grants for non-employee directors, making any grants to such directors discretionary by the Compensation Committee and (ii) eliminate the three-year minimum vesting period for performance-based restricted stock and restricted stock units, making the vesting period for such grants discretionary by the Compensation Committee.

The Company has issued stock options and restricted stock units to various employees and non-employee directors of the Company in addition to non-employee service providers under both the 2004 Plan and the 2000 Plan.

The actual tax benefit realized for the tax deductions from option exercise of share-based payment arrangements for the years ended December 31, 2012, 2011, and 2010 was insignificant.

F-30

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock Options

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Stock-based compensation expense related to stock options is based on the fair value on the date of grant and is amortized over the vesting period, generally between 1 to 3 years. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of stock options granted is based on historical contractual life and the vesting data of the stock options. The risk-free rate for periods within the contractual life of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant.

The fair value of each stock option granted was estimated using the following weighted-average assumptions:

	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010
Fair value of options granted	$	1.26		$	1.33		$	2.10
Expected volatility		89	%		78	%		79	%
Risk-free interest rate		1.5	%		2.2	%		2.8	%
Expected lives		7.0 years			7.0 years			7.0 years
Dividend rate		—			—			—

The following is a summary of stock option activity: (in thousands, except exercise price data and contractual life data):

Options	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2009		10,169		$	8.90
Granted		200		$	2.87
Exercised		(138	)		1.73			$	192
Forfeited or cancelled		(2,375	)		14.68
Outstanding at December 31, 2010		7,856		$	7.12
Granted		260		$	2.03
Exercised		(25	)		1.73			$	14
Forfeited or cancelled		(886	)		9.39
Outstanding at December 31, 2011		7,205		$	6.68
Granted		2,592		$	1.64
Exercised		(50	)		0.46			$	45
Forfeited or cancelled		(1,540	)		9.72
Outstanding at December 31, 2012		8,207		$	4.55		5.39	$	244
Exercisable at December 31, 2012		6,266		$	5.46		4.19	$	180
Expected to Vest at December 31, 2012		1,941		$	1.64		9.28	$	64

Stock-based compensation expense related to the Company’s employee stock option plans was $1.6 million, $0.7 million and $1.4 million for the years ended December 31, 2012, 2011 and 2010, respectively.

F-31

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 31, 2012, there was approximately $1.4 million of total unrecognized compensation expense related to the Company’s employee stock option plans that is expected to be recognized over a weighted-average period of 1.3 years.

Restricted Stock and Restricted Stock Units

The following is a summary of nonvested restricted stock and restricted stock units activity: (in thousands, except grant date fair value data):

	Number of Shares			Weighted- Average Grant Date Fair Value
Nonvested balance at December 31, 2009		1,240		$	7.04
Granted		875			2.50
Vested		(634	)		6.67
Forfeited or cancelled		(40	)		7.61
Nonvested balance at December 31, 2010		1,441		$	4.43
Granted		1,003			1.78
Vested		(512	)		5.28
Forfeited or cancelled		(22	)		3.69
Nonvested balance at December 31, 2011		1,910		$	2.81
Vested		(840	)		3.37
Forfeited or cancelled		(55	)		1.97
Nonvested balance at December 31, 2012		1,015		$	2.43

Stock-based compensation expense related to grants of restricted stock and restricted stock units was $1.0 million, $1.6 million and $1.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.

As of December 31, 2012, there was approximately $0.4 million of total unrecognized compensation expense related to grants of restricted stock and restricted stock units that is expected to be recognized over a weighted-average period of 0.7 years.

The fair value of shares vested related to grants of restricted stock and restricted stock units was $1.3 million, $1.3 million, and $2.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

12. RELATED-PARTY TRANSACTIONS

Univision provides network compensation to the Company and acts as the Company’s exclusive sales representative for the sale of all national advertising aired on Univision-affiliate television stations.

At December 31, 2012 Univision owns approximately 10% of the Company’s common stock on a fully-converted basis.

F-32

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

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 of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision.

In August 2008, the Company entered into a proxy agreement with Univision pursuant to which the Company granted to Univision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals for a term of six years. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by Univision with respect to retransmission consent agreements entered into with Multichannel Video Programming Distributors (“MVPDs”). The agreement also provides terms relating to compensation to be paid to the Company with respect to agreements that are entered into for the carriage of its Univision- and UniMás-affiliated television station signals.

The following tables reflect the related-party balances with Univision and other related parties (in thousands):

	Univision				Other				Total
	2012		2011		2012		2011		2012		2011
Trade receivables	$	4,916	$	5,608	$	—	$	—	$	4,916	$	5,608
Other current assets		—		—		274		274		274		274
Intangible assets subject to amortization, net		20,880		23,513		—		—		20,880		23,513
Advances payable		—		—		118		118		118		118
Accounts payable	$	3,576	$	5,691	$	—	$	—	$	3,576	$	5,691

	Univision						Other						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Direct operating expenses (1)	$	10,599	$	8,373	$	8,803	$	—	$	—	$	2,054	$	10,599	$	8,373	$	10,857
Amortization		2,633		3,617		3,211		—		—		—		2,633		3,617		3,211
Interest expense		—		—		—		—		30		83		—		30		83

(1) Consists primarily of national representation fees paid to Univision and LER prior to the latter’s acquisition by the Company.

In addition, the Company also had accounts receivable from third parties in connection with a joint sales agreement between the Company and Univision. As of December 31, 2012, 2011 and 2010 these balances totaled $2.3 million, $2.2 million and $2.4 million, respectively.

In May 2007, the Company entered into an affiliation agreement with LATV Networks, LLC (“LATV”). Pursuant to the affiliation agreement, the Company will broadcast programming provided to the Company by LATV on one of the digital multicast channels of certain of the Company’s television stations. Under the affiliation agreement, there are no fees paid for the carriage of programming, and the Company generally retains the right to sell approximately five minutes per hour of available advertising time. Walter F. Ulloa, the Company’s Chairman and Chief Executive Officer, is a director, officer and principal stockholder of LATV.

F-33

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

13. LITIGATION

The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.

14. SEGMENT DATA

Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses and impairment charge. There were no significant sources of revenue generated outside the United States during the years ended December 31, 2012, 2011 and 2010. There was approximately $10.5 million and $10.6 million of assets in Mexico at December 31, 2012 and 2011, respectively.

F-34

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The accounting policies applied to determine the segment information are generally the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates the performance of its operating segments based on separate financial data for each operating segment as provided below (in thousands):

	Years Ended December 31,						% Change 2012 to 2011			% Change 2011 to 2010
	2012		2011		2010
Net Revenue
Television	$	156,839	$	131,490	$	132,561		19	%		(1	)%
Radio		66,414		62,906		67,915		6	%		(7	)%
Consolidated		223,253		194,396		200,476		15	%		(3	)%
Direct operating expenses
Television		56,664		53,789		52,882		5	%		2	%
Radio		35,592		34,801		31,920		2	%		9	%
Consolidated		92,256		88,590		84,802		4	%		4	%
Selling, general and administrative expenses
Television		20,571		19,606		20,249		5	%		(3	)%
Radio		17,247		16,905		17,797		2	%		(5	)%
Consolidated		37,818		36,511		38,046		4	%		(4	)%
Depreciation and amortization
Television		13,312		15,189		15,489		(12	)%		(2	)%
Radio		3,114		3,464		3,740		(10	)%		(7	)%
Consolidated		16,426		18,653		19,229		(12	)%		(3	)%
Segment operating profit
Television		66,292		42,906		43,941		55	%		(2	)%
Radio		10,461		7,736		14,458		35	%		(46	)%
Consolidated		76,753		50,642		58,399		52	%		(13	)%
Corporate expenses		17,976		15,669		18,416		15	%		(15	)%
Impairment charge		—		—		36,109		*			(100	)%
Operating income (loss)	$	58,777	$	34,973	$	3,874		68	%		*
Capital expenditures
Television	$	8,339	$	6,494	$	6,196
Radio		1,561		1,724		981
Consolidated	$	9,900	$	8,218	$	7,177
Total assets
Television	$	313,904	$	342,462	$	367,474
Radio		124,147		124,859		123,336
Consolidated	$	438,051	$	467,321	$	490,810

F-35

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the quarterly results of operations for the years ended December 31, 2012 and 2011 (in thousands, except per share data):

Year ended December 31, 2012:	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Net revenue	$	46,524		$	54,491		$	58,486		$	63,752		$	223,253
Net income (loss) applicable to common stockholders		(3,395	)		2,066			7,233			7,697			13,601
Net income (loss) per share, basic and diluted	$	(0.04	)	$	0.02		$	0.08		$	0.09		$	0.16
Year ended December 31, 2011:	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Net revenue	$	44,044		$	50,265		$	50,115		$	49,972		$	194,396
Net income (loss) applicable to common stockholders		(4,432	)		(352	)		(1,384	)		(2,032	)		(8,200	)
Net income (loss) per share, basic and diluted	$	(0.05	)	$	0.00		$	(0.02	)	$	(0.02	)	$	(0.10	)

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The Company’s Senior Secured First Lien Notes are guaranteed by all of the Company’s existing and future wholly-owned domestic subsidiaries. All of the guarantees are full and unconditional and joint and several. None of the Company’s foreign subsidiaries are guarantors of the Notes.

Set forth below are consolidating financial statements related to the Company, its material guarantor subsidiary Entravision Holdings, LLC, and its non-guarantor subsidiaries. Consolidating balance sheets are presented as of December 31, 2012 and 2011 and the related consolidating statements of operations and cash flows are presented for each of the three years ended December 31, 2012. The equity method of accounting has been used by the Company to report its investment in subsidiaries.

F-36

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidating Balance Sheet

December 31, 2012

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	35,631		$	—		$	499	$	—		$	36,130
Trade receivables, net of allowance for doubtful accounts		47,779			—			251		—			48,030
Prepaid expenses and other current assets		3,778			—			467		—			4,245
Total current assets		87,188			—			1,217		—			88,405
Property and equipment, net		58,900			—			2,535		—			61,435
Intangible assets subject to amortization, net		22,349			—			—		—			22,349
Intangible assets not subject to amortization		38,739			178,262			3,700		—			220,701
Goodwill		35,653			—			994		—			36,647
Investment in subsidiaries		164,355			—			—		(164,355	)		—
Other assets		8,514			—			10,603		(10,603	)		8,514
Total assets	$	415,698		$	178,262		$	19,049	$	(174,958	)	$	438,051
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	150		$	—		$	—	$	—		$	150
Advances payable, related parties		118			—			—		—			118
Accounts payable and accrued expenses		47,537			—			742		(9,121	)		39,158
Total current liabilities		47,805			—			742		(9,121	)		39,426
Long-term debt, less current maturities		340,664			—			—		—			340,664
Other long-term liabilities		7,359			—			—		—			7,359
Deferred income taxes		14,469			32,214			—		(1,482	)		45,201
Total liabilities		410,297			32,214			742		(10,603	)		432,650
Stockholders’ equity
Class A common stock		5			—			—		—			5
Class B common stock		2			—			—		—			2
Class C common stock		1			—			—		—			1
Member’s capital		—			804,654			12,652		(817,306	)		—
Additional paid-in capital		930,814			—			—		—			930,814
Accumulated deficit		(925,421	)		(658,606	)		5,655		652,951			(925,421	)
Total stockholders’ equity		5,401			146,048			18,307		(164,355	)		5,401
Total liabilities and stockholders’ equity	$	415,698		$	178,262		$	19,049	$	(174,958	)	$	438,051

F-37

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidating Balance Sheet

December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	58,276		$	—		$	443	$	—		$	58,719
Trade receivables, net of allowance for doubtful accounts		43,951			—			319		—			44,270
Prepaid expenses and other current assets		5,678			—			261		—			5,939
Total current assets		107,905			—			1,023		—			108,928
Property and equipment, net		62,046			—			3,180		—			65,226
Intangible assets subject to amortization, net		24,598			—			—		—			24,598
Intangible assets not subject to amortization		38,739			178,262			3,700		—			220,701
Goodwill		35,653			—			994		—			36,647
Investment in subsidiaries		170,580			—			—		(170,580	)		—
Other assets		11,221			—			12,603		(12,603	)		11,221
Total assets	$	450,742		$	178,262		$	21,500	$	(183,183	)	$	467,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	—		$	—	$	—		$	—
Advances payable, related parties		118			—			—		—			118
Accounts payable and accrued expenses		49,633			—			930		(10,813	)		39,750
Total current liabilities		49,751			—			930		(10,813	)		39,868
Long-term debt, less current maturities		379,662			—			—		—			379,662
Other long-term liabilities		8,327			—			—		—			8,327
Deferred income taxes		13,563			28,252			—		(1,790	)		40,025
Total liabilities		451,303			28,252			930		(12,603	)		467,882
Stockholders’ equity
Class A common stock		5			—			—		—			5
Class B common stock		2			—			—		—			2
Class C common stock		1			—			—		—			1
Member’s capital		—			804,654			12,652		(817,306	)		—
Additional paid-in capital		938,453			—			—		—			938,453
Accumulated deficit		(939,022	)		(654,644	)		7,918		646,726			(939,022	)
Total stockholders’ equity		(561	)		150,010			20,570		(170,580	)		(561	)
Total liabilities and stockholders’ equity	$	450,742		$	178,262		$	21,500	$	(183,183	)	$	467,321

F-38

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidating Statement of Operations

Year Ended December 31, 2012

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	222,050		$	—		$	3,149		$	(1,946	)	$	223,253
Expenses:
Direct operating expenses		92,627			—			1,575			(1,946	)		92,256
Selling, general and administrative expenses		37,320			—			498			—			37,818
Corporate expenses		17,976			—			—			—			17,976
Depreciation and amortization		15,743			—			683			—			16,426
		163,666			—			2,756			(1,946	)		164,476
Operating income (loss)		58,384			—			393			—			58,777
Interest expense		(35,407	)		—			—			—			(35,407	)
Interest income		86			—			—			—			86
Income (loss) on debt extinguishment		(3,743	)		—			—			—			(3,743	)
Income (loss) before income taxes		19,320			—			393			—			19,713
Income tax (expense) benefit		(1,833	)		(3,962	)		(317	)		—			(6,112	)
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		17,487			(3,962	)		76			—			13,601
Equity in income (loss) of subsidiaries		(3,886	)		—			—			3,886			—
Net income (loss) applicable to common stockholders	$	13,601		$	(3,962	)	$	76		$	3,886		$	13,601

F-39

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidating Statement of Operations

Year Ended December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	193,081		$	—		$	3,906		$	(2,591	)	$	194,396
Expenses:
Direct operating expenses		89,584			—			1,597			(2,591	)		88,590
Selling, general and administrative expenses		36,305			—			206			—			36,511
Corporate expenses		15,669			—			—			—			15,669
Depreciation and amortization		17,839			—			814			—			18,653
		159,397			—			2,617			(2,591	)		159,423
Operating income (loss)		33,684			—			1,289			—			34,973
Interest expense		(37,650	)		—			—			—			(37,650	)
Interest income		3			—			—			—			3
Other income (loss)		687			—			—			—			687
Income (loss) on debt extinguishment		(423	)		—			—			—			(423	)
Income (loss) before income taxes		(3,699	)		—			1,289			—			(2,410	)
Income tax (expense) benefit		(1,510	)		(3,423	)		(857	)		—			(5,790	)
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		(5,209	)		(3,423	)		432			—			(8,200	)
Equity in income (loss) of subsidiaries		(2,991	)		—			—			2,991			—
Net income (loss) applicable to common stockholders	$	(8,200	)	$	(3,423	)	$	432		$	2,991		$	(8,200	)

F-40

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidating Statement of Operations

Year Ended December 31, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	199,314		$	—		$	3,604		$	(2,442	)	$	200,476
Expenses:
Direct operating expenses		85,895			—			1,349			(2,442	)		84,802
Selling, general and administrative expenses		37,489			—			557			—			38,046
Corporate expenses		18,416			—			—			—			18,416
Depreciation and amortization		18,417			—			812			—			19,229
Impairment charge		11,992			15,368			8,749			—			36,109
		172,209			15,368			11,467			(2,442	)		196,602
Operating income (loss)		27,105			(15,368	)		(7,863	)		—			3,874
Interest expense		(24,429	)		—			—			—			(24,429	)
Interest income		260			—			—			—			260
Income (loss) on debt extinguishment		(987	)		—			—			—			(987	)
Income (loss) before income taxes		1,949			(15,368	)		(7,863	)		—			(21,282	)
Income tax benefit (expense)		(2,617	)		3,225			2,768			—			3,376
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		(668	)		(12,143	)		(5,095	)		—			(17,906	)
Equity in income (loss) of subsidiaries		(17,238	)		—			—			17,238			—
Income (loss) before equity in net income (loss) of nonconsolidated affiliates		(17,906	)		(12,143	)		(5,095	)		17,238			(17,906	)
Equity in net income (loss) of nonconsolidated affiliates		(180	)		—			—			—			(180	)
Net income (loss) applicable to common stockholders	$	(18,086	)	$	(12,143	)	$	(5,095	)	$	17,238		$	(18,086	)

F-41

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidating Statement of Cash Flows

Year ended December 31, 2012

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	13,601		$	(3,962	)	$	76		$	3,886		$	13,601
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		15,743			—			683			—			16,426
Deferred income taxes		2,470			3,962			45			—			6,477
Amortization of debt issue costs		2,284			—			—			—			2,284
Amortization of syndication contracts		707			—			—			—			707
Payments on syndication contracts		(1,698	)		—			—			—			(1,698	)
Non-cash stock-based compensation		2,651			—			—			—			2,651
Other (income) loss		—			—			—			—			—
(Gain) loss on debt extinguishment		3,743			—			—			—			3,743
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		—			—			—			—			—
(Increase) decrease in accounts receivable		(3,808	)		—			68			—			(3,740	)
(Increase) decrease in amounts due from related party		394			—			(394	)					—
(Increase) decrease in prepaid expenses and other assets		517			—			(196	)		—			321
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(552	)		—			(188	)		—			(740	)
Net cash provided by (used in) operating activities		36,052			—			94			3,886			40,032
Cash flows from investing activities:
Purchases of property and equipment and intangibles		(9,818	)		—			(38	)		—			(9,856	)
Investment in subsidiaries		3,886			—			—			(3,886	)		—
Purchase of a business		—			—			—			—			—
Net cash provided by (used in) investing activities		(5,932	)		—			(38	)		(3,886	)		(9,856	)
Cash flows from financing activities:
Proceeds from issuance of common stock		23			—			—			—			23
Payments on long-term debt		(61,800	)		—			—			—			(61,800	)
Dividends paid		(10,313	)		—			—			—			(10,313	)
Proceeds from borrowings on long-term debt		20,000			—			—			—			20,000
Payments of deferred debt and offering costs		(675	)		—			—			—			(675	)
Net cash provided by (used in) financing activities		(52,765	)		—			—			—			(52,765	)
Net increase (decrease) in cash and cash equivalents		(22,645	)		—			56			—			(22,589	)
Cash and cash equivalents:
Beginning		58,276			—			443			—			58,719
Ending	$	35,631		$	—		$	499		$	—		$	36,130

F-42

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidating Statement of Cash Flows

Year ended December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	(8,200	)	$	(3,423	)	$	432		$	2,991		$	(8,200	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		17,839			—			814			—			18,653
Deferred income taxes		883			3,423			259			—			4,565
Amortization of debt issue costs		2,207			—			—			—			2,207
Amortization of syndication contracts		1,482			—			—			—			1,482
Payments on syndication contracts		(1,976	)		—			—			—			(1,976	)
Non-cash stock-based compensation		2,343			—			—			—			2,343
Other (income) loss		(687	)		—			—			—			(687	)
(Gain) loss on debt extinguishment		423			—			—			—			423
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		809			—			—			—			809
(Increase) decrease in accounts receivable		(505	)		—			(69	)		—			(574	)
(Increase) decrease in amounts due from related party		1,300			—			(1,300	)					—
(Increase) decrease in prepaid expenses and other assets		283			—			53			—			336
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(1,965	)		—			195			—			(1,770	)
Net cash provided by (used in) operating activities		14,236			—			384			2,991			17,611
Cash flows from investing activities:
Purchases of property and equipment and intangibles		(8,333	)		—			(191	)		—			(8,524	)
Investment in subsidiaries		2,991			—			—			(2,991	)		—
Purchase of a business		(598	)		—			—			—			(598	)
Net cash provided by (used in) investing activities		(5,940	)		—			(191	)		(2,991	)		(9,122	)
Cash flows from financing activities:
Proceeds from issuance of common stock		42			—			—			—			42
Payments on long-term debt		(17,071	)		—			—			—			(17,071	)
Dividends paid		(5,102	)		—			—			—			(5,102	)
Payments of deferred debt and offering costs		(29	)		—			—			—			(29	)
Net cash provided by (used in) financing activities		(22,160	)		—			—			—			(22,160	)
Net increase (decrease) in cash and cash equivalents		(13,864	)		—			193			—			(13,671	)
Cash and cash equivalents:
Beginning		72,140			—			250			—			72,390
Ending	$	58,276		$	—		$	443		$	—		$	58,719

F-43

ENTRAVISION COMMUNICATIONS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Consolidating Statement of Cash Flows

Year ended December 31, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	(18,086	)	$	(12,143	)	$	(5,095	)	$	17,238		$	(18,086	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		18,417			—			812			—			19,229
Impairment charge		11,992			15,368			8,749			—			36,109
Deferred income taxes		1,994			(3,225	)		(3,111	)		—			(4,342	)
Amortization of debt issue costs		1,140			—			—			—			1,140
Amortization of syndication contracts		1,159			—			—			—			1,159
Payments on syndication contracts		(2,724	)		—			—			—			(2,724	)
Equity in net income (loss) of nonconsolidated affiliate		180			—			—			—			180
Non-cash stock-based compensation		2,970			—			—			—			2,970
(Gain) loss on debt extinguishment		934			—			—			—			934
Reserve for note receivable		3,018			—			—			—			3,018
Change in fair value of interest rate swap agreements		(12,188	)		—			—			—			(12,188	)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		(809	)		—			—			—			(809	)
(Increase) decrease in accounts receivable		2,051			—			40			—			2,091
(Increase) decrease in amounts due from related party		184			—			(184	)					—
(Increase) decrease in prepaid expenses and other assets		389			—			(79	)		—			310
Increase (decrease) in accounts payable, accrued expenses and other liabilities		7,930			—			204			—			8,134
Net cash provided by (used in) operating activities		18,551			—			1,336			17,238			37,125
Cash flows from investing activities:
Investment in subsidiaries		17,238									(17,238	)		—
Purchases of property and equipment and intangibles		(7,158	)		—			(1,492	)		—			(8,650	)
Net cash provided by (used in) investing activities		10,080			—			(1,492	)		(17,238	)		(8,650	)
Cash flows from financing activities:
Proceeds from issuance of common stock		239			—			—			—			239
Payments on long-term debt		(362,949	)		—			—			—			(362,949	)
Termination of swap agreements		(4,039	)		—			—			—			(4,039	)
Proceeds from borrowings on long-term debt		394,888			—			—			—			394,888
Payments of deferred debt and offering costs		(11,890	)		—			—			—			(11,890	)
Net cash provided by (used in) financing activities		16,249			—			—			—			16,249
Net increase (decrease) in cash and cash equivalents		44,880			—			(156	)		—			44,724
Cash and cash equivalents:
Beginning		27,260			—			406			—			27,666
Ending	$	72,140		$	—		$	250		$	—		$	72,390

F-44

ENTRAVISION COMMUNICATIONS CORPORATION

SCHEDULE II—CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Description	Balance at Beginning of Period		Charged / (Credited) to Expense			Other Adjustments (1)		Deductions			Balance at End of Period
Allowance for doubtful accounts
Year ended December 31, 2012	$	3,926	$	1,042		$	95	$	(667	)	$	4,396
Year ended December 31, 2011	$	5,099	$	894		$	533	$	(2,600	)	$	3,926
Year ended December 31, 2010	$	5,105	$	2,924		$	1,153	$	(4,083	)	$	5,099
Deferred tax valuation allowance
Year ended December 31, 2012	$	148,364	$	(2,894	)	$	—	$	—		$	145,470
Year ended December 31, 2011	$	142,561	$	5,803		$	—	$	—		$	148,364
Year ended December 31, 2010	$	143,175	$	(614	)	$	—	$	—		$	142,561

(1) Other adjustments represent recoveries and increases in the allowance for doubtful accounts.

F-45

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Members of Entravision Holdings, LLC:

We have audited the accompanying balance sheets of Entravision Holdings, LLC (the Company) as of December 31, 2012 and 2011, and the related statements of operations, member’s equity, and cash flows for each of the years in the three-year period ended December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Entravision Holdings, LLC as of December 31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2012, in conformity with U.S. generally accepted accounting principles.

/s/ McGladrey LLP

Los Angeles, CA

March 8, 2013

F-46

ENTRAVISION HOLDINGS, LLC

BALANCE SHEETS

December 31, 2012 and 2011

(In thousands)

	December 31, 2012			December 31, 2011
ASSETS
Intangible assets not subject to amortization	$	178,262		$	178,262
Total assets	$	178,262		$	178,262
LIABILITIES AND MEMBER’S EQUITY
Deferred income taxes	$	32,214		$	28,252
Total liabilities		32,214			28,252
Member’s equity
Member’s capital		804,654			804,654
Accumulated deficit		(658,606	)		(654,644	)
Total member’s equity		146,048			150,010
Total liabilities and member’s equity	$	178,262		$	178,262

See Notes to Financial Statements

F-47

ENTRAVISION HOLDINGS, LLC

STATEMENTS OF OPERATIONS

Years ended December 31, 2012, 2011 and 2010

(In thousands)

	2012			2011			2010
Impairment charge		—			—			15,368
Operating loss		—			—			(15,368	)
Income tax benefit (expense)		(3,962	)		(3,423	)		3,225
Net loss	$	(3,962	)	$	(3,423	)	$	(12,143	)

See Notes to Financial Statements

F-48

ENTRAVISION HOLDINGS, LLC

STATEMENTS OF MEMBER’S EQUITY

Years ended December 31, 2012, 2011 and 2010

(In thousands)

	Member’s		Accumulated
	Capital		Deficit			Total
Balance, December 31, 2009	$	803,976	$	(639,078	)	$	164,898
Net loss for the year ended December 31, 2010				(12,143	)		(12,143	)
Balance, December 31, 2010	$	803,976	$	(651,221	)	$	152,755
Contribution of FCC licenses by parent	$	678				$	678
Net loss for the year ended December 31, 2011				(3,423	)		(3,423	)
Balance, December 31, 2011	$	804,654	$	(654,644	)	$	150,010
Net loss for the year ended December 31, 2012				(3,962	)		(3,962	)
Balance, December 31, 2012	$	804,654	$	(658,606	)	$	146,048

See Notes to Financial Statements

F-49

ENTRAVISION HOLDINGS, LLC

STATEMENTS OF CASH FLOWS

Years ended December 31, 2012, 2011 and 2010

(In thousands)

	2012			2011			2010
Cash flows from operating activities:
Net loss	$	(3,962	)	$	(3,423	)	$	(12,143	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Impairment charge		—			—			15,368
Deferred income taxes		3,962			3,423			(3,225	)
Net cash provided by operating activities		—			—			—
Net decrease in cash and cash equivalents		—			—			—
Cash and cash equivalents:
Beginning		—			—			—
Ending	$	—		$	—		$	—
Supplemental disclosures of cash flow information:
Cash payments for:
Interest	$	—		$	—		$	—
Income taxes	$	—		$	—		$	—
Noncash contributions from member	$	—		$	—		$	—

See Notes to Financial Statements

F-50

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS

1. NATURE OF BUSINESS

Nature of Business

A wholly-owned subsidiary of Entravision Communications Corporation (“ECC”) (see Note 6), Entravision Holdings, LLC (the “Company”) is the holder of licenses issued by the Federal Communications Commission (“FCC”) for the operation of television and radio stations in the United States. The Company does not engage in any operating activities or generate any revenue.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The value of the Company’s intangible assets is affected by numerous factors, including changes in audience acceptance (i.e., ratings), priorities of advertisers, new laws and governmental regulations and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television and radio advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company’s intangible assets. Significant estimates and assumptions made by management are used for, but not limited to, the fair value of indefinite life intangible assets and deferred income taxes.

Indefinite Ljfe Intangible Assets

The Company believes that its broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complimentary to each other and are representative of the best use of those assets. The Company’s individual market clusters consist of cities or nearby cities. The Company tests its broadcasting licenses for impairment based on certain assumptions about these market clusters.

The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the Company’s estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other

F-51

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS—(Continued)

expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets.

Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In 2009, the Company adopted ASC 820 related to the accounting and disclosure of fair value measurements for nonfinancial assets and liabilities. In accordance with ASC 820, the Company has categorized its nonfinancial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table presents the Company’s nonfinancial assets measured at fair value on a nonrecurring basis, based on the fair value hierarchy as of December 31, 2010 (in millions):

	Level 3
Nonfinancial Assets	2010
Intangible assets not subject to amortization (FCC licenses)	$	13.7

\

In 2010, the Company wrote down its TV and radio FCC licenses with carrying amounts of $29.1 million to their fair values of $13.7 million and as a result, recognized impairment losses of $15.4 million, which the Company included in impairment charge on the consolidated statements of operations for the year ended December 31, 2010.

Dependence on Business Partners

The Company is dependent on the continued financial and business strength of its business partners, such as the companies that provide programming to ECC. The Company could be at risk should any of these entities fail to perform their obligations to ECC. This in turn could materially adversely affect the Company’s own business and financial condition.

Off-balance Sheet Financings and Liabilities

All of the membership interests of the Company are pledged as collateral to secure the Senior Secured First Lien Notes (the “Notes”) of ECC. The Company does not have any majority-owned subsidiaries or any interests in, or relationships with, any material variable-interest entities that are not included in the consolidated financial statements.

F-52

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS—(Continued)

Income Taxes

The Company is treated as a single member limited liability company and is accounted for as a division of its parent, ECC, for income tax purposes. Accordingly, ECC pays all taxes on the Company’s behalf and is entitled to any related tax savings. Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

Recently Issued Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). Under this guidance, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 is effective during interim and annual periods beginning after September 15, 2012.

3. INTANGIBLE ASSETS NOT SUBJECT TO AMORTIZATION

The composition of the Company’s intangible assets consists entirely of intangible assets not subject to amortization (FCC licenses). The net carrying amount as of December 31, 2012 and 2011 was $178.3 million. The Company did not have any amortization expense for the years ended December 31, 2012, 2011 and 2010 and does not anticipate future amortization expense as the intangible assets are not subject to amortization.

Indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1.

2012

The Company conducted a review of the fair value of the television and radio FCC licenses in 2012. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the

F-53

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS—(Continued)

television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses.

2011

The Company conducted a review of the fair value of the television and radio FCC licenses in 2011. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses.

4. LONG-TERM DEBT

The Company does not have any long term debt as of December 31, 2012 and 2011. However, the Company is a guarantor of the Notes and the 2012 Credit Facility of its parent, ECC. Effective July 27, 2010, all of the membership interests of the Company are pledged as collateral to secure ECC’s Notes. As of December 31, 2012 and 2011, the balance due on ECC’s Notes was $323.8 million and $383.8 million, respectively.

ECC’s Notes

On July 27, 2010, ECC completed the offering and sale of $400 million aggregate principal amount of its 8.75% Senior Secured First Lien Notes. The Notes were issued at a discount to 98.722% of their principal amount and mature on August 1, 2017. Interest on the Notes accrues at a rate of 8.75% per annum from the date of original issuance and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2011. ECC received net proceeds of approximately $388 million from the sale of the Notes (net of bond discount of $5 million and fees of $7 million), which were used to pay all indebtedness outstanding under the previous syndicated bank credit facility, terminate the related interest rate swap agreements, pay fees and expenses related to the offering of the Notes and for general corporate purposes.

F-54

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS—(Continued)

During the fourth quarter of 2011, ECC purchased Notes on the open market with a principal amount of $16.2 million. ECC recorded a loss on debt extinguishment of $0.4 million primarily due to the write off of unamortized finance costs and unamortized bond discount.

During the second quarter of 2012, ECC repurchased Notes with a principal amount of $20.0 million pursuant to the optional redemption provisions in the indenture governing the issuance of the Notes (the “Indenture”). The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. ECC recorded a loss on debt extinguishment of $1.2 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

During the fourth quarter of 2012, ECC repurchased Notes with a principal amount of $40.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. ECC recorded a loss on debt extinguishment of $2.5 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

The Notes are guaranteed on a senior secured basis by all of the existing and future wholly-owned domestic subsidiaries of ECC (the “Note Guarantors”). The Notes and the guarantees rank equal in right of payment to all of ECC’s and the guarantors’ existing and future senior indebtedness and senior in right of payment to all of ECC’s and the Note Guarantors’ existing and future subordinated indebtedness. In addition, the Notes and the guarantees are effectively junior: (i) to ECC’s and the Note Guarantors’ indebtedness secured by assets that are not collateral; (ii) pursuant to an Intercreditor Agreement entered into at the same time that ECC entered into its 2010 Credit Facility; and (iii) to all of the liabilities of any of ECC’s existing and future subsidiaries that do not guarantee the Notes, to the extent of the assets of those subsidiaries. The Notes are secured by substantially all of the assets, as well as the pledge of the stock of substantially all of the subsidiaries, including the Company.

At ECC’s option, ECC may redeem:

• prior to August 1, 2013, on one or more occasions, up to 10% of the original principal amount of the Notes during each 12-month period beginning on August 1, 2010, at a redemption price equal to 103% of the principal amount of the Notes, plus accrued and unpaid interest;

• prior to August 1, 2013, on one or more occasions, up to 35% of the original principal amount of the Notes with the net proceeds from certain equity offerings, at a redemption price of 108.750% of the principal amount of the Notes, plus accrued and unpaid interest; provided that: (i) at least 65% of the aggregate principal amount of all Notes issued under the Indenture remains outstanding immediately after such redemption; and (ii) such redemption occurs within 60 days of the date of closing of any such equity offering;

• prior to August 1, 2013, some or all of the Notes may be redeemed at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest; and

• on or after August 1, 2013, some or all of the Notes may be redeemed at a redemption price of: (i) 106.563% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2013; (ii) 104.375% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2014; (iii) 102.188% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2015; and (iv) 100% of the principal amount of the Notes if redeemed on or after August 1, 2016, in each case plus accrued and unpaid interest.

F-55

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS—(Continued)

In addition, upon a change of control, as defined in the Indenture, ECC must make an offer to repurchase all Notes then outstanding, at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest.

Upon an event of default, as defined in the Indenture, the Notes will become due and payable: (i) immediately without further notice if such event of default arises from events of bankruptcy or insolvency of ECC, any Note Guarantor or any restricted subsidiary; or (ii) upon a declaration of acceleration of the Notes in writing to ECC by the Trustee or holders representing 25% of the aggregate principal amount of the Notes then outstanding, if an event of default occurs and is continuing. The Indenture contains additional provisions that are customary for an agreement of this type, including indemnification by ECC and the Note Guarantors.

ECC’s 2012 Credit Facility

On December 20, 2012, ECC entered into a new term loan and revolving credit facility of up to $50 million pursuant to the amended Credit Agreement. The 2012 Credit Facility consists of a four-year $20 million term loan facility and a four-year $30 million revolving credit facility that expires on December 20, 2016, which includes a $3 million sub-facility for letters of credit. As of December 31, 2012, ECC had approximately $0.6 million in outstanding letters of credit. In addition, ECC may increase the aggregate principal amount of the 2012 Credit Facility by up to an additional $50 million, subject to ECC satisfying certain conditions.

Borrowings under the 2012 Credit Facility bear interest at either: (i) the Base Rate (as defined in the agreement governing the 2012 Credit Facility (the “amended Credit Agreement”) plus the Applicable Margin (as defined in the amended Credit Agreement); or (ii) LIBOR plus the Applicable Margin (as defined in the amended Credit Agreement). ECC has not drawn on the revolving credit facility of the 2012 Credit Facility.

The 2012 Credit Facility is guaranteed on a senior secured basis by all of ECC’s existing and future wholly-owned domestic subsidiaries (the “Credit Guarantors”), which are also the Note Guarantors (collectively, the “Guarantors”). The 2012 Credit Facility is secured on a first priority basis by ECC’s and the Credit Guarantors’ assets, which also secure the Notes. ECC’s borrowings, if any, under the 2012 Credit Facility rank senior to the Notes upon the terms set forth in the Intercreditor Agreement that ECC entered into in connection with the credit facility that was in effect at that time.

The amended Credit Agreement also requires compliance with a total net leverage ratio financial covenant in the event that the revolving credit facility is drawn in an amount in excess of $3 million, net of certain letter of credit obligations.

Upon an event of default, as defined in the amended Credit Agreement, the lender may, among other things, suspend or terminate their obligation to make further loans to ECC and/or declare all amounts then outstanding under the 2012 Credit Facility to be immediately due and payable. The amended Credit Agreement also contains additional provisions that are customary for an agreement of this type, including indemnification by ECC and the Credit Guarantors.

In connection with ECC entering into the Indenture and the amended Credit Agreement, ECC and the Guarantors also entered into the following agreements:

• A Security Agreement, pursuant to which ECC and the Guarantors each granted a first priority security interests in the collateral securing the Notes and the 2012 Credit Facility for the benefit of the holders of the Notes and the lender under the 2012 Credit Facility; and

• An Intercreditor Agreement, in order to define the relative rights of the holders of the Notes and the lender under the 2012 Credit Facility with respect to the collateral securing ECC’s and the Guarantors’ respective obligations under the Notes and the 2012 Credit Facility; and

F-56

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS—(Continued)

• A Registration Rights Agreement, pursuant to which ECC registered the Notes and successfully conducted an exchange offering for the Notes in unregistered form, as originally issued.

Subject to certain exceptions, both the Indenture and the amended Credit Agreement contain various provisions that limit ECC’s ability, among other things, to:

• incur additional indebtedness;

• incur liens;

• merge, dissolve, consolidate, or sell all or substantially all of ECC’s assets;

• engage in acquisitions;

• make certain investments;

• make certain restricted payments;

• use loan proceeds to purchase or carry margin stock or for any other prohibited purpose;

• incur certain contingent obligations;

• enter into certain transactions with affiliates; and

• change the nature of ECC’s business.

In addition, the Indenture contains various provisions that limit ECC’s ability to:

• apply the proceeds from certain asset sales other than in accordance with the terms of the Indenture; and

• restrict dividends or other payments from subsidiaries.

In addition, the amended Credit Agreement contains various provisions that limit ECC’s ability to:

• dispose of certain assets; and

• amend ECC’s or any guarantor’s organizational documents of ECC in any way that is materially adverse to the lender under the 2012 Credit Facility.

Moreover, if ECC fails to comply with any of the financial covenants or ratios under the 2012 Credit Facility, the lender could:

• Elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or

• Terminate their commitments, if any, to make further extensions of credit.

ECC’s Syndicated Bank Credit Facility

In July 2010, ECC repaid all amounts outstanding under the previous syndicated bank credit facility and terminated the amended syndicated bank credit facility agreement. All references to and discussions regarding the syndicated bank credit facility and the amended syndicated bank credit facility agreement in this report should be considered in light of this fact.

F-57

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS—(Continued)

In September 2005, ECC entered into the previous $650 million senior secured syndicated bank credit facility, consisting of a 7  ¹/₂ year $500 million term loan and a 6  ¹/₂ year $150 million new facility. The term loan under the syndicated bank credit facility had been drawn in full, the proceeds of which were used (i) to refinance $250 million outstanding under the former syndicated bank credit facility, (ii) to complete a tender offer for the previously outstanding $225 million senior subordinated notes, and (iii) for general corporate purposes. ECC’s ability to make additional borrowings under the syndicated bank credit facility was subject to compliance with certain financial covenants, including financial ratios, and other conditions set forth in the syndicated bank credit facility.

On March 16, 2009, ECC entered into an amendment to the previous syndicated bank credit facility agreement. Pursuant to this amendment, among other things:

• The interest that ECC paid under the credit facility increased. Both the revolver and term loan borrowings under the amendment bore interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin that varies depending upon the leverage ratio. Borrowings under both the revolver and term loan bore interest at LIBOR plus a margin of 5.25% when the leverage ratio was greater than or equal to 5.0.

• The total amount of the revolver facility was reduced from $150 million to $50 million. The new facility bore interest at LIBOR plus a margin ranging from 3.25% to 5.25% based on leverage covenants. In addition, ECC paid a quarterly unused commitment fee ranging from 0.25% to 0.50% per annum, depending on the level of facility used.

• There were more stringent financial covenants relating to maximum allowed leverage ratio, maximum capital expenditures and fixed charge coverage ratio. Beginning March 16, 2009 through December 31, 2009, the maximum allowed leverage ratio, or the ratio of consolidated total debt to trailing-twelve-month consolidated adjusted EBITDA, was 6.75. The maximum allowed leverage ratio decreased to 6.50 in the first quarter of 2010.

• There was a mandatory prepayment clause for 100% of the proceeds of certain asset dispositions, regardless of the leverage ratio. In addition, if ECC had excess cash flow, as defined in the syndicated bank credit facility, 75% of such excess cash flow must be used to reduce the outstanding loan balance on a quarterly basis.

• Beginning March 31, 2009, the senior leverage ratio and net leverage ratio were eliminated.

• ECC was restricted from making future repurchases of shares of common stock, except under a limited circumstance, which ECC utilized in May 2009.

The amended syndicated bank credit facility also required ECC to maintain FCC licenses for broadcast properties and continued restrictions on the incurrence of additional debt, the payment of dividends, the marking of acquisitions and the sale of assets.

The amendment also contained additional covenants, representations and provisions that are usual and customary for credit facilities of this type. All other provisions of the credit facility agreement, as amended, remained in full force and effect unless expressly amended or modified by the amendment.

At the time of entering into this amendment, ECC made a prepayment of $40 million to reduce the outstanding amount of the term loans and paid the lenders an amendment fee.

ECC recorded a loss on debt extinguishment of $1.0 million for fees and unamortized finance costs during the year ended December 31, 2010.

F-58

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS—(Continued)

5. INCOME TAXES

The provision (benefit) for income taxes for the years ended December 31, 2012, 2011, and 2010 is as follows (in millions):

	2012		2011		2010
Current
Federal		$—		$—		$—
State		—		—		—
Foreign		—		—		—
		—		—		—
Deferred
Federal		3.4		2.9		(2.8	)
State		0.6		0.5		(0.4	)
		4.0		3.4		(3.2	)
Total provision (benefit) for taxes	$	4.0	$	3.4	$	(3.2	)

The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pre-tax income for the years ended December 31, 2012, 2011, and 2010 due to the following (in millions):

	2012		2011		2010
Computed “expected” tax provision (benefit)	$	—	$	—	$	(5.2	)
Change in income tax resulting from:
State taxes, net of federal benefit		—		—		(0.5	)
Change in valuation allowance		4.0		3.2		2.8
Other		—		0.2		(0.3	)
	$	4.0	$	3.4	$	(3.2	)

The components of the deferred tax assets and liabilities at December 31, 2012 and 2011 consist of the following (in millions):

	2012			2011
Deferred tax assets:
Net operating loss carryforward		84.4			77.9
Long-lived Intangible assets		20.6			28.6
		105.0			106.5
Valuation allowance		(105.0	)		(106.5	)
Net deferred tax assets	$	—		$	—
Deferred tax liabilities:
Long-lived Intangible assets	$	(32.2	)	$	(28.3	)

As of December 31, 2012, the Company has federal and state net operating loss carryforwards of approximately $225.4 million available to offset future taxable income. The net operating loss carryforwards will expire during the years 2020 through 2032.

F-59

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS—(Continued)

For the years ended December 31, 2012 and 2011, the Company had a valuation allowance of $105.0 million and $106.5 million, respectively, as the Company believes that it is more likely than not that the deferred tax assets will not be fully realized.

As of December 31, 2012, the Company’s utilization of its available net operating loss carryforwards against future taxable income is not restricted pursuant to the “change in ownership” rules in Section 382 of the Internal Revenue Code. However in subsequent periods, the utilization of its available net operating loss carryforwards against future taxable income may be restricted pursuant to the “change in ownership” rules in Section 382 of the Internal Revenue Code. These rules in general provide that an ownership change occurs when the percentage shareholdings of 5% direct or indirect shareholders of a loss corporation have in aggregate increased by more than 50 percentage points during the immediately preceding three years.

6. MEMBER’S EQUITY

Under the Third Amended and Restated Operating Agreement of the Company entered into as of August 3, 2000, ECC is the sole member of the Company and owns 100% of the Company’s issued and outstanding membership interests.

7. RELATED-PARTY TRANSACTIONS

The Company holds the broadcasting licenses issued by the FCC for the operation of television and radio stations by ECC. ECC is the sole member of the Company and owns 100% of the Company’s issued and outstanding membership interests. As of December 31, 2012 and 2011, all of the membership interests of the Company were pledged as collateral to secure the Notes of ECC.

In May 2011, ECC acquired a radio FCC license in Palm Springs, CA for $0.7 million in an auction held by the FCC. ECC contributed the license to the Company.

8. LITIGATION

The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.

F-60

EX-10.8

Exhibit 10.8

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into effective as of January 1, 2013 (the “Effective Date”) by and between Entravision Communications Corporation, a Delaware corporation (the “Company”), and Christopher T. Young (the “Executive”).

1. Employment.

a. The Executive shall serve as the Company’s Executive Vice President, Chief Financial Officer and Treasurer (“CFO”) during the Employment Term (as defined below). The Executive will perform such duties as are customarily performed by a chief financial officer of similar organizations, including the duties as may reasonably be assigned from time to time by the Company’s Chief Executive Officer (the “CEO”) that are consistent with such title and position. The Executive shall report directly to the CEO. In performing his duties, the Executive will abide by all applicable federal, state and local laws, as well as the Company’s bylaws, rules, regulations and policies, as may be amended from time to time.

b. The Executive shall devote his entire productive time, ability and attention to the Company’s business during the Employment Term. The Executive shall not engage in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the CEO. The foregoing shall not preclude the Executive from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to passive private investments or from serving on the boards of directors of other entities (provided that any director position shall require the prior written consent of the CEO), as long as such activities and/or services do not interfere or conflict with his responsibilities to the Company, and any provision of this Agreement. The Executive shall not directly or indirectly acquire, hold or retain any interest in any business competing with or similar in nature to the business of the Company, or which in any other way creates a conflict of interest, except for up to one percent (1%) ownership interests in public companies. During the Employment Term, the Executive shall not in any way engage or participate in any business that is in competition with the Company.

2. Term. Beginning on the Effective Date, the Company agrees to employ the Executive and the Executive accepts employment with the Company until December 31, 2015, or until such time that the Executive’s employment is terminated in accordance with the terms of this Agreement (the term of such employment, the “Employment Term”).

3. Salary and Benefits.

a. Salary. The Executive will receive an annual base salary of $400,000, payable in equal installments according to the Company’s regular paydays, less any applicable taxes and withholding (the “Base Annual Compensation”). The Base Annual Compensation may be increased, in the discretion of the Company’s Compensation Committee, with reference to the increase in base compensation given, in the same time period, to the Company’s employees and other senior executive officers and such other factors as may be considered by the Company’s Compensation Committee, in its sole discretion.

-1-

b. Discretionary Bonus. The Executive is eligible for a discretionary annual bonus (an “Annual Bonus”) of up to one hundred percent (100%) of his then-applicable Base Annual Compensation, subject to the approval of the Company’s Compensation Committee, in its sole discretion. Any Annual Bonus earned by the Executive will be paid within two and one-half (2  ¹/₂) months following the end of the year in which the Annual Bonus is earned.

c. Benefit Coverage. During the Employment Term, the Company shall pay for the cost of medical and dental coverage for the Executive and the Executive’s dependents under the Company’s established medical and dental benefit plans at no cost to the Executive; provided, that if the provision of any such coverage under a fully-insured plan would subject the Company to an excise tax, then the foregoing provision shall not apply. The Executive is entitled to participate in all other executive benefit programs and plans established by the Company from time to time for the benefit of its executives generally and for which the Executive is eligible. During the Employment Term, the Company will pay to Executive an amount equal to the expense of life insurance coverage currently maintained by Executive (payable in installments throughout the year according to the Company’s regular paydays, less any applicable taxes and withholding).

d. Vacation and Holidays. The Executive is entitled to paid vacation time in accordance with the vacation policies established by the Company for its employees, as may be amended from time to time; provided that the minimum vacation to be provided to the Executive per year shall be four (4) weeks. The Executive will also be entitled to the paid holidays as set forth in the Company’s policies.

e. Automobile Allowance. The Executive will receive One Thousand Dollars ($1,000.00) per month as an allowance in respect of automobile expenses.

f. Equity Incentive Grants. The Executive is eligible for equity incentive grants under the Entravision Communications Corporation 2004 Equity Incentive Plan.

g. Expenses. The Company will pay on behalf of the Executive (or reimburse the Executive for) reasonable expenses incurred by the Executive at the request of, or on behalf of, the Company in performance of the Executive’s duties pursuant to this Agreement, and in accordance with the Company’s employment policies. The Executive must prepare and submit expense reports with respect to such expenses in accordance with the Company’s policies.

h. Miscellaneous. The Company will indemnify the Executive consistent with the Company’s other executive officers and its legal obligations under California Labor Code Section 2802.

4. Termination of Employment.

a. The Company or the Executive may terminate this Agreement and the Executive’s employment at any time, with or without Cause (as defined below).

b. In the event the Executive is terminated for “Cause,” the Executive shall not be entitled to any severance compensation or any other compensation from the Company except for such salary and benefits as the Executive may have earned prior to the Executive’s termination. If terminated for “Cause,” the Executive shall be ineligible for any bonus, prorated or otherwise. For purposes of this Agreement, the Company may terminate this Agreement for “Cause” for any of the following reasons:

-2-

(i) The Executive’s continued failure to substantially perform his job duties and responsibilities, provided that written notice is provided by the Company and the performance problem is not satisfactorily cured within sixty (60) days.

(ii) The Executive’s serious misconduct, dishonesty or disloyalty, which is actually or potentially harmful to the Company.

(iii) The Executive’s willful, reckless or grossly negligent act or omission that is materially harmful to the Company.

(iv) The Executive’s material breach of any provision of this Agreement, provided written notice of such breach is given by the Company and the Executive is given at least thirty (30) days to cure the breach.

c. Should the Company terminate the Executive’s employment without Cause, or should the Executive voluntarily terminate his employment for Good Reason (as defined below), in addition to (i) salary and benefits the Executive might have earned prior to his termination and (ii) any discretionary bonus approved by the Company’s Compensation Committee prior to his termination, the Company will pay to the Executive severance compensation in an aggregate amount equal to: (A) the Executive’s then-current Base Annual Compensation, plus (B) a prorated bonus amount which shall be equal to the product of: (x) the average of the Annual Bonuses received by the Executive for the two (2) years preceding the year of such termination, multiplied by (y) a fraction, the numerator of which is the number of days preceding such termination in the then-current calendar year, and the denominator of which is 365 (i.e., the total number of days in such calendar year). All compensation provided under this Section 4.c. shall be payable in accordance with the Company’s customary payment practices, less all applicable federal and state taxes and withholdings. Notwithstanding any provision in this Agreement to the contrary, the Company shall not have any obligation to pay any amount or provide any benefit, as the case may be, under this Agreement pursuant to Section 4, unless the Executive executes, delivers to the Company, and does not revoke (to the extent Executive is permitted to do so), a general release within sixty (60) days of the Executive’s termination of employment with the Company, which shall set forth a release of the Company and its affiliates, in such form as the Company may reasonably request, of all claims against the Company and its affiliates relating to the Executive’s employment and termination thereof, and which may also include an agreement to continue to comply with and be bound by, the provisions of Section 7. Subject to Section 8, the severance compensation payable under this Section 4.c. shall be paid in twelve (12) equal monthly installments, commencing with the first payroll date that occurs coincident with or following the sixty-first (61st) day after the Executive’s “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 8, each subsequent monthly installment shall thereafter be paid on a regularly scheduled payroll date of the Company. Notwithstanding anything to the contrary in the foregoing, a termination of the Executive’s employment for purposes of this Section 4, shall be deemed to have occurred only if such termination constitutes a “separation from service” within the meaning of Code Section 409A, determined by applying the default rules thereof.

-3-

d. For purposes of this Agreement, “Good Reason” shall mean (i) a material reduction in the Executive’s then-current Base Annual Compensation, unless such reduction is applicable generally to similarly-situated senior executives of the Company, (ii) a Change in Control (as defined below) of the Company in which the Executive is not offered continued employment as (1) the chief financial officer of the Company, (2) the chief financial officer of the surviving entity or (3) the chief financial officer of a separate division or subsidiary of the surviving entity (provided that such division or subsidiary must have assets and operations comparable to the assets and operations of the Company immediately prior to the Change in Control) or (iii) the requirement, within one hundred twenty (120) days following a Change in Control of the Company, that the Executive move his residence outside the greater Los Angeles, California metropolitan area. For purposes of this Agreement, “Change in Control” shall mean the sale of the Company or the sale of all or substantially all of the Company’s assets, by means of any transaction or series or related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company), where the Company’s stockholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition, hold less than fifty percent (50%) of the voting power of the surviving or acquiring entity. Any termination for Good Reason shall be communicated by the Executive’s delivery of written notice to the Company, in accordance with Section 9 below, within ninety (90) days of the initial existence of the event constituting Good Reason, indicating that the Executive is voluntarily terminating his employment for Good Reason and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment for Good Reason; provided, however, that the Company shall be given a period of thirty (30) days from the date of receipt of such notice to cure any such event, and if the Company cures such event within such thirty (30) day period, the Executive shall be permitted to revoke his notice of termination.

5. Compliance with Section 409A of the Code. For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

6. Recoupment. Notwithstanding anything in this Agreement to the contrary, all incentive compensation payments made to the Executive under this Agreement or otherwise are subject to recoupment by the Company pursuant to any recoupment policy approved by the Board, as it may be adopted, amended from time to time or as otherwise may be required by law from time to time hereafter.

-4-

7. Confidentiality.

a. The Executive recognizes that his employment with the Company will involve contact with information of substantial value to the Company, which is not generally known to the public and which gives the Company an advantage over its competitors who do not know or use it, including, without limitation, techniques, designs, drawings, processes, inventions, developments, equipment, prototypes, sales and customer information and business and financial information relating to the business, products, practices and techniques of the Company (hereinafter referred to as “Confidential Information”). Confidential Information includes all information disclosed by the Company or its clients, and information learned by the Executive during the course of employment with the Company. Notwithstanding the foregoing, Confidential Information shall not be information which: (i) has entered the public domain through no action or failure to act of the Executive; (ii) prior to disclosure hereunder was already lawfully in the Executive’s possession without any obligation of confidentiality; (iii) subsequent to disclosure hereunder is obtained by the Executive on a non-confidential basis from a third party who has the right to disclose such information to the Executive; or (iv) is ordered to be or otherwise required to be disclosed by the Executive by a court of law or other governmental body; provided, however, that the Company is notified of such order or requirement and given a reasonable opportunity to intervene.

b. At all times during and after the Executive’s employment with the Company, he will keep confidential and not use or disclose to any third party any Confidential Information, except in the course of his employment with the Company.

c. While employed by the Company and for one (1) year thereafter, the Executive may not, either directly or through any other person or entity (i) use Confidential Information to solicit or attempt to solicit any employee, consultant, vendor or independent contractor of the Company or (ii) use Confidential Information to solicit or attempt to solicit the business of any customer, vendor or distributor of the Company which, at the time of termination or one (1) year immediately prior thereto, was listed on the Company’s customer, vendor or distributor list.

8. Payments to Specified Employees. Notwithstanding any other Section of this Agreement, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i) and Treasury Regulation Section 1.409A-1(i) at the time of the Executive’s separation from service, payments or distributions of property to the Executive provided under this Agreement, to the extent considered amounts deferred under a non-qualified deferred compensation plan (as defined in Code Section 409A), shall be deferred until the six (6) month anniversary of such separation from service to the extent required in order to comply with Code Section 409A and Treasury Regulation Section 1.409A-3(i)(2). If any payments are required to be delayed pursuant to this Section 8, such payments will be made as soon as practicable after the six (6) month anniversary of the Executive’s separation from service without interest thereon.

9. Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the party’s last known address.

-5-

10. Waiver of Breach. The waiver by either party, or the failure of either party to claim a breach of any provision of this Agreement, shall not operate or be construed as a waiver of any subsequent breach.

11. Assignment. The rights and obligations of the respective parties hereto under this Agreement shall inure to the benefit of and shall be binding upon the heirs, legal representatives, successors and assigns of the parties hereto; provided, however, that this Agreement shall not be assignable by the Executive without prior written consent of the Company.

12. Entire Agreement. This Agreement supersedes any and all other agreements (including, without limitation, that certain Executive Employment Agreement dated effective May 12, 2011 by and between the Company and the Executive), either oral or in writing, between the parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the parties with respect to said subject matter in any manner whatsoever. Any modification of this Agreement will be effective only if it is in writing and signed by both the Executive and the Company.

13. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of California.

14. Partial Invalidity. If any provision of this Agreement is found to be invalid or unenforceable by any court, the remaining provisions hereof shall remain in effect unless such partial invalidity or unenforceability would defeat an essential business purpose of this Agreement.

15. Remedy for Breach. In the event any action at law or in equity or other proceeding is brought to interpret or enforce this Agreement, or in connection with any provision with this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and other costs reasonable incurred in such action or proceeding.

16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument. To the maximum extent permitted by law or any applicable governmental authority, any document may be signed and transmitted by facsimile or other electronic transmission with the same validity as if it were an ink-signed document.

[Remainder of Page Intentionally Left Blank]

-6-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

“Company”	Entravision Communications Corporation, a Delaware corporation
	By:	/s/ Walter F. Ulloa
		Walter F. Ulloa
		Chairman and Chief Executive Officer
“Executive”
	/s/ Christopher T. Young
	Christopher T. Young

[Signature Page to Executive Employment Agreement]

-7-

EX-10.9

Exhibit 10.9

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the “Agreement”) is entered into effective as of September 1, 2012 (the “Effective Date”) by and between Entravision Communications Corporation, a Delaware corporation (the “Company”), and Mario M. Carrera (the “Executive”).

1. Employment.

a. The Executive shall serve as the Company’s Chief Revenue Officer during the Employment Term (as defined below). The Executive will perform such duties as assigned from time to time by the Company’s Chief Executive Officer (the “CEO”), which are expected to principally include responsibility for overseeing the Company’s revenue generation from the Company’s media platforms. The Executive shall report directly to the CEO. In performing his duties, the Executive will abide by all applicable federal, state and local laws, as well as the Company’s bylaws, rules, regulations and policies, as may be amended from time to time.

b. The Executive shall devote his entire productive time, ability and attention to the Company’s business during the Employment Term. The Executive shall not engage in any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the CEO. The foregoing shall not preclude the Executive from engaging in appropriate civic, charitable or religious activities or from devoting a reasonable amount of time to passive private investments or from serving on the boards of directors of other entities (provided that any director position shall require the prior written consent of the CEO), as long as such activities and/or services do not interfere or conflict with his responsibilities to the Company, and any provision of this Agreement. The Executive shall not directly or indirectly acquire, hold or retain any interest in any business competing with or similar in nature to the business of the Company, or which in any other way creates a conflict of interest, except for up to one percent (1%) ownership interests in public companies. During the Employment Term, the Executive shall not in any way engage or participate in any business that is in competition with the Company.

2. Term. The term of this Agreement shall be for a period beginning on the Effective Date until August 31, 2015, or until such time that the Executive’s employment is terminated in accordance with the terms of this Agreement (the term of such employment, the “Employment Term”).

3. Salary and Benefits.

a. Salary. The Executive will receive an annual base salary of $400,000.00, payable in equal installments according to the Company’s regular paydays, less any applicable taxes and withholding (the “Base Annual Compensation”). The Base Annual Compensation may be increased during the Term, in the sole discretion of the Company, with reference to the increase in base compensation given, in the same time period, to the Company’s employees and other senior executives and such other factors as may be considered by the Company, in its sole discretion.

-1-

b. Discretionary Bonus. The Executive is eligible for a discretionary annual bonus (an “Annual Bonus”) of up to fifty percent (50%) of his then-applicable Base Annual Compensation, subject to the approval of the Company, in its sole discretion. Any Annual Bonus earned by the Executive will be paid within two and one-half (2  ¹/₂) months following the end of the year in which the Annual Bonus is earned.

c. Benefit Coverage. The Executive is entitled to participate in all executive benefit programs and plans established by the Company from time to time for the benefit of its executives generally and for which the Executive is eligible.

d. Vacation and Holidays. The Executive is entitled to paid vacation time in accordance with the vacation policies established by the Company for its employees, as may be amended from time to time. The Executive will also be entitled to the paid holidays as set forth in the Company’s policies.

e. Automobile Allowance. The Executive will receive $750.00 per month as an allowance in respect of automobile expenses.

f. Equity Incentive Grants. The Executive is eligible for equity incentive grants under the Entravision Communications Corporation 2004 Equity Incentive Plan.

g. Expenses. The Company will pay on behalf of the Executive (or reimburse the Executive for) reasonable expenses incurred by the Executive at the request of, or on behalf of, the Company in performance of the Executive’s duties pursuant to this Agreement, and in accordance with the Company’s employment policies. The Executive must prepare and submit expense reports with respect to such expenses in accordance with the Company’s policies.

h. Miscellaneous. The Company will indemnify the Executive consistent with the Company’s other executive officers and its legal obligations under California Labor Code Section 2802.

4. Termination of Employment.

a. The Company or the Executive may terminate this Agreement and the Executive’s employment at any time, with or without Cause (as defined below).

b. In the event the Executive is terminated for “Cause,” the Executive shall not be entitled to any severance compensation or any other compensation from the Company except for such salary and benefits as the Executive may have earned prior to the Executive’s termination. If terminated for “Cause,” the Executive shall be ineligible for any bonus, prorated or otherwise. For purposes of this Agreement, the Company may terminate this Agreement for “Cause” for any of the following reasons:

(i) The Executive’s continued failure to substantially perform his job duties and responsibilities, provided that written notice is provided by the Company and the performance problem is not satisfactorily cured within sixty (60) days;

(ii) The Executive’s serious misconduct, dishonesty or disloyalty, which is actually or potentially harmful to the Company;

-2-

(iii) The Executive’s willful, reckless or grossly negligent act or omission that is materially harmful to the Company;

(iv) The Executive’s material breach of any provision of this Agreement, provided written notice of such breach is given by the Company and the Executive is given at least thirty (30) days to cure the breach; or

(v) A final determination by the FCC that the Executive has committed an act or omission that has directly caused the Company to be disqualified as a licensee of the Federal Communications Commission (the “FCC”) or to suffer sanctions by the FCC.

c. Should the Company terminate the Executive’s employment without Cause, or should the Executive voluntarily terminate his employment for Good Reason (as defined below), in addition to (i) salary and benefits the Executive might have earned prior to his termination and (ii) any discretionary bonus approved by the Company’s Compensation Committee prior to his termination, the Company will pay the Executive severance pay in an amount equal to the Executive’s then-current Base Annual Compensation (exclusive of incentive or bonus pay, benefits and other non-cash remuneration) multiplied by one (1). All compensation provided under this Section 4.c. shall be payable in accordance with the Company’s customary payment practices, less all applicable federal and state taxes and withholdings. Notwithstanding any provision in this Agreement to the contrary, the Company shall not have any obligation to pay any amount or provide any benefit, as the case may be, under this Agreement pursuant to Section 4, unless the Executive executes, delivers to the Company, and does not revoke (to the extent Executive is permitted to do so), a general release within sixty (60) days of the Executive’s termination of employment with the Company, which shall set forth a release of the Company and its affiliates, in such form as the Company may reasonably request, of all claims against the Company and its affiliates relating to the Executive’s employment and termination thereof, and which may also include an agreement to continue to comply with and be bound by, the provisions of Section 7. Subject to Section 8, the severance compensation payable under this Section 4.c. shall be paid in twelve (12) equal monthly installments, commencing with the first payroll date that occurs coincident with or following the sixty-first (61st) day after the Executive’s “separation from service” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Subject to Section 8, each subsequent monthly installment shall thereafter be paid on a regularly scheduled payroll date of the Company. Notwithstanding anything to the contrary in the foregoing, a termination of the Executive’s employment for purposes of this Section 4, shall be deemed to have occurred only if such termination constitutes a “separation from service” within the meaning of Code Section 409A, determined by applying the default rules thereof.

d. For purposes of this Agreement, “Good Reason” shall mean (i) a material reduction in the Executive’s then-current Base Annual Compensation, unless such reduction is applicable generally to other senior executives of the Company, (ii) a Change in Control (as defined below) of the Company in which the Executive is not offered continued employment as (1) a senior executive of the Company, (2) a senior executive of the surviving entity or (3) a senior executive of a separate division or subsidiary of the surviving entity (provided that such division or subsidiary must have assets and operations comparable to the assets and operations of the Company immediately prior to the Change in Control) or (iii) the requirement, within one

-3-

hundred twenty (120) days following a Change in Control of the Company, that the Executive move his residence outside the greater Denver, Colorado metropolitan area. For purposes of this Agreement, “Change in Control” shall mean the sale of the Company or the sale of all or substantially all of the Company’s assets, by means of any transaction or series or related transactions (including, without limitation, any reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company), where the Company’s stockholders of record as constituted immediately prior to such acquisition will, immediately after such acquisition, hold less than fifty percent (50%) of the voting power of the surviving or acquiring entity. Any termination for Good Reason shall be communicated by the Executive’s delivery of written notice to the Company, in accordance with Section 9 below, within ninety (90) days of the initial existence of the event constituting Good Reason, indicating that the Executive is voluntarily terminating his employment for Good Reason and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment for Good Reason; provided, however, that the Company shall be given a period of thirty (30) days from the date of receipt of such notice to cure any such event, and if the Company cures such event within such thirty (30) day period, the Executive shall be permitted to revoke his notice of termination.

5. Compliance with Section 409A of the Code. For purposes of applying the provisions of Section 409A of the Code to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, to the extent permissible under Section 409A of the Code, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

6. Recoupment. Notwithstanding anything in this Agreement to the contrary, all incentive compensation payments made to the Executive under this Agreement or otherwise are subject to recoupment by the Company pursuant to any recoupment policy approved by the Board, as it may be adopted, amended from time to time or as otherwise may be required by law from time to time hereafter.

7. Confidentiality.

a. The Executive recognizes that his employment with the Company will involve contact with information of substantial value to the Company, which is not generally known to the public and which gives the Company an advantage over its competitors who do not know or use it, including, without limitation, techniques, designs, drawings, processes, inventions, developments, equipment, prototypes, sales and customer information and business and financial information relating to the business, products, practices and techniques of the Company (hereinafter referred to as “Confidential Information”). Confidential Information includes all information disclosed by the Company or its clients, and information learned by the Executive during the course of employment with the Company. Notwithstanding the foregoing, Confidential Information shall not be information which: (i) has entered the public domain through no action or failure to act of the Executive; (ii) prior to disclosure hereunder was already lawfully in the Executive’s possession without any obligation of confidentiality; (iii) subsequent to disclosure hereunder is obtained by the Executive on a non-confidential basis from a third

-4-

party who has the right to disclose such information to the Executive; or (iv) is ordered to be or otherwise required to be disclosed by the Executive by a court of law or other governmental body; provided, however, that the Company is notified of such order or requirement and given a reasonable opportunity to intervene.

b. At all times during and after the Executive’s employment with the Company, he will keep confidential and not use or disclose to any third party any Confidential Information, except in the course of his employment with the Company.

c. While employed by the Company and for one (1) year thereafter, the Executive may not, either directly or through any other person or entity (i) use Confidential Information to solicit or attempt to solicit any employee, consultant, vendor or independent contractor of the Company or (ii) use Confidential Information to solicit or attempt to solicit the business of any customer, vendor or distributor of the Company which, at the time of termination or one (1) year immediately prior thereto, was listed on the Company’s customer, vendor or distributor list.

8. Payments to Specified Employees. Notwithstanding any other Section of this Agreement, if the Executive is a “specified employee” as defined in Code Section 409A(a)(2)(b)(i) and Treasury Regulation Section 1.409A-1(i) at the time of the Executive’s separation from service, payments or distributions of property to the Executive provided under this Agreement, to the extent considered amounts deferred under a non-qualified deferred compensation plan (as defined in Code Section 409A), shall be deferred until the six (6) month anniversary of such separation from service to the extent required in order to comply with Code Section 409A and Treasury Regulation Section 1.409A-3(i)(2). If any payments are required to be delayed pursuant to this Section 8, such payments will be made as soon as practicable after the six (6) month anniversary of the Executive’s separation from service without interest thereon.

9. Notices. Notices and all other communications under this Agreement shall be in writing and shall be deemed given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the party’s last known address.

10. Waiver of Breach. The waiver by either party, or the failure of either party to claim a breach of any provision of this Agreement, shall not operate or be construed as a waiver of any subsequent breach.

11. Assignment. The rights and obligations of the respective parties hereto under this Agreement shall inure to the benefit of and shall be binding upon the heirs, legal representatives, successors and assigns of the parties hereto; provided, however, that this Agreement shall not be assignable by the Executive without prior written consent of the Company.

12. Entire Agreement. This Agreement supersedes any and all other agreements, whether oral or in writing, between the parties hereto with respect to the subject matter hereof (including, without limitation, that certain Executive Employment Agreement dated effective January 1, 2012 by and between the Company and the Executive) and contains all of the covenants and agreements between the parties with respect to said subject matter in any manner whatsoever. Any modification of this Agreement will be effective only if it is in writing and signed by both the Executive and the Company.

-5-

13. Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Colorado.

14. Partial Invalidity. If any provision of this Agreement is found to be invalid or unenforceable by any court, the remaining provisions hereof shall remain in effect unless such partial invalidity or unenforceability would defeat an essential business purpose of this Agreement.

15. Remedy for Breach. In the event any action at law or in equity or other proceeding is brought to interpret or enforce this Agreement, or in connection with any provision with this Agreement, the prevailing party shall be entitled to its reasonable attorneys’ fees and other costs reasonable incurred in such action or proceeding.

16. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which shall together constitute one and the same instrument. To the maximum extent permitted by law or any applicable governmental authority, any document may be signed and transmitted by facsimile or other electronic transmission with the same validity as if it were an ink-signed document.

[Remainder of Page Intentionally Left Blank]

-6-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above.

“Company”	Entravision Communications Corporation, a Delaware corporation
	By:	/s/ Walter F. Ulloa
	Name:	Walter F. Ulloa
	Title:	Chairman and Chief Executive Officer
“Executive”
	/s/ Mario M. Carrera
	Mario M. Carrera

[Signature Page to Executive Employment Agreement]

-7-

EX-10.36

Exhibit 10.36

Execution Copy

$50,000,000 CREDIT FACILITY

CREDIT AGREEMENT

Dated as of December 20, 2012

by and among

ENTRAVISION COMMUNICATIONS CORPORATION,

as the Borrower,

THE OTHER PERSONS PARTY HERETO THAT ARE

DESIGNATED AS CREDIT PARTIES,

GENERAL ELECTRIC CAPITAL CORPORATION

for itself, as a Lender and as Agent for all Lenders,

THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

as Lenders,

and

GE CAPITAL MARKETS, INC.,

as Sole Lead Arranger and Bookrunner

TABLE OF CONTENTS

		Page(s)
ARTICLE I - THE CREDITS			2
1.1	Amounts and Terms of Commitments		2
1.2	Notes		6
1.3	Interest		6
1.4	Loan Accounts		7
1.5	Procedure for Revolving Credit Borrowing		8
1.6	Conversion and Continuation Elections		9
1.7	Optional Prepayments and Commitment Reductions		9
1.8	Mandatory Prepayments of Loans and Commitment Reductions		10
1.9	Fees		12
1.10	Payments by the Borrower		13
1.11	Payments by the Lenders to Agent; Settlement		15
1.12	Increase in Commitments.		18
ARTICLE II - CONDITIONS PRECEDENT			21
2.1	Conditions of Initial Loans		21
2.2	Conditions to All Borrowings		23
ARTICLE III - REPRESENTATIONS AND WARRANTIES			24
3.1	Corporate Existence and Power		24
3.2	Corporate Authorization; No Contravention		24
3.3	Governmental Authorization		25
3.4	Binding Effect		25
3.5	Litigation		25
3.6	No Default		25
3.7	ERISA Compliance		25
3.8	Use of Proceeds; Margin Regulations		26
3.9	Title to Properties		26
3.10	Taxes		26
3.11	Financial Condition		27
3.12	Environmental Matters		27
3.13	Regulated Entities		28
3.14	Solvency		28
3.15	Labor Relations		28
3.16	Intellectual Property		28
3.17	Brokers’ Fees; Transaction Fees		29
3.18	Insurance		29
3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock		29
3.20	Jurisdiction of Organization; Chief Executive Office		29
3.21	Deposit Accounts and Other Accounts		29
3.22	Bonding		30
3.23	Full Disclosure		30

i

3.24	Material Contracts	30
3.25	Station Licenses	30
3.26	FCC Rules and Regulations	30
3.27	Senior Indebtedness	31
3.28	Foreign Assets Control Regulations and Anti-Money Laundering	31
3.29	Patriot Act	32
ARTICLE IV - AFFIRMATIVE COVENANTS		32
4.1	Financial Statements	32
4.2	Certificates; Other Information	33
4.3	Notices	35
4.4	Preservation of Corporate Existence, Etc	37
4.5	Maintenance of Property	37
4.6	Insurance	38
4.7	Payment of Obligations	39
4.8	Compliance with Laws	39
4.9	Inspection of Property and Books and Records	39
4.10	Use of Proceeds	40
4.11	Cash Management Systems	40
4.12	Landlord Agreements	40
4.13	Further Assurances	40
4.14	Environmental Matters	42
4.15	License Subsidiaries	42
4.16	Station Licenses	42
4.17	Digital Authorization	42
4.18	Local Service	43
ARTICLE V - NEGATIVE COVENANTS		43
5.1	Limitation on Liens	43
5.2	Disposition of Assets	46
5.3	Consolidations and Mergers	47
5.4	Loans and Investments	47
5.5	Limitation on Indebtedness	49
5.6	Transactions with Affiliates	51
5.7	Intentionally Omitted	52
5.8	Use of Proceeds	52
5.9	Contingent Obligations	52
5.10	Compliance with ERISA	53
5.11	Restricted Payments	53
5.12	Change in Business	55
5.13	Change in Structure	55
5.14	Changes in Accounting, Name and Jurisdiction of Organization	55
5.15	Amendments to Senior Note Documents; Senior Notes and Subordinated Indebtedness	55
5.16	No Negative Pledges	55
5.17	OFAC; Patriot Act	57
5.18	Intentionally Omitted	57

ii

5.19	Hazardous Materials	57
5.20	License Subsidiaries	57
5.21	Communications Authorizations	58
ARTICLE VI - FINANCIAL COVENANTS		58
6.1	Total Net Leverage Ratio	58
ARTICLE VII - EVENTS OF DEFAULT		58
7.1	Event of Default	58
7.2	Remedies	62
7.3	Rights Not Exclusive	62
7.4	Cash Collateral for Letters of Credit	63
7.5	Government Approval	63
ARTICLE VIII - AGENT		64
8.1	Appointment and Duties	64
8.2	Binding Effect	65
8.3	Use of Discretion	65
8.4	Delegation of Rights and Duties	66
8.5	Reliance and Liability	66
8.6	Agent Individually	67
8.7	Lender Credit Decision	67
8.8	Expenses; Indemnities; Withholding	68
8.9	Resignation of Agent or L/C Issuer	69
8.10	Release of Collateral or Guarantors	70
8.11	Additional Secured Parties	70
ARTICLE IX - MISCELLANEOUS		71
9.1	Amendments and Waivers	71
9.2	Notices	73
9.3	Electronic Transmissions	74
9.4	No Waiver; Cumulative Remedies	75
9.5	Costs and Expenses	75
9.6	Indemnity	76
9.7	Marshaling; Payments Set Aside	77
9.8	Successors and Assigns	77
9.9	Assignments and Participations; Binding Effect	77
9.10	Non-Public Information; Confidentiality	80
9.11	Set-off; Sharing of Payments	82
9.12	Counterparts; Facsimile Signature	83
9.13	Severability	83
9.14	Captions	83
9.15	Independence of Provisions	83
9.16	Interpretation	83
9.17	No Third Parties Benefited	83
9.18	Governing Law and Jurisdiction	83
9.19	Waiver of Jury Trial	84

iii

9.20	Entire Agreement; Release; Survival	84
9.21	Patriot Act	85
9.22	Replacement of Lender	85
9.23	Joint and Several	86
9.24	Creditor-Debtor Relationship	86
9.25	Effect of Amendment and Restatement; Affirmation of Existing Loan Documents	86
ARTICLE X - TAXES, YIELD PROTECTION AND ILLEGALITY		87
10.1	Taxes	87
10.2	Illegality	89
10.3	Increased Costs and Reduction of Return	90
10.4	Funding Losses	91
10.5	Inability to Determine Rates	92
10.6	Reserves on LIBOR Rate Loans	92
10.7	Certificates of Lenders	92
ARTICLE XI - DEFINITIONS		93
11.1	Defined Terms	93
11.2	Other Interpretive Provisions	120
11.3	Accounting Terms and Principles	121
11.4	Payments	121

iv

SCHEDULES
Schedule 1.1(a)	Revolving Loan Commitments
Schedule 1.1(b)	Term Loan Commitments
Schedule 3.5	Litigation
Schedule 3.7	ERISA
Schedule 3.9	Real Estate
Schedule 3.12	Environmental
Schedule 3.15	Labor Relations
Schedule 3.17	Brokers’ and Transaction Fees
Schedule 3.19	Ventures, Subsidiaries and Affiliates; Outstanding Stock
Schedule 3.20	Jurisdiction of Organization; Chief Executive Office
Schedule 3.21	Deposit Accounts and Other Accounts
Schedule 3.22	Bonding; Licenses
Schedule 3.24	Material Contracts
Schedule 3.25	Station Licenses
Schedule 3.26(b)	Restrictions, Applications, Proceedings and Complaints Related to Station Licenses
Schedule 3.26(c)	Digital Television Facilities
Schedule 5.1	Liens
Schedule 5.4	Investments
Schedule 5.5	Indebtedness
Schedule 5.9	Contingent Obligations
EXHIBITS
Exhibit 1.1(b)	Form of L/C Request
Exhibit 1.6	Form of Notice of Conversion/Continuation
Exhibit 2.1	Closing Checklist
Exhibit 4.2(b)	Form of Compliance Certificate
Exhibit 11.1(a)	Form of Assignment
Exhibit 11.1(c)	Form of Notice of Borrowing
Exhibit 11.1(d)	Form of Revolving Note
Exhibit 11.1(e)	Form of Term Note

v

CREDIT AGREEMENT

This CREDIT AGREEMENT (including all exhibits and schedules hereto, as the same may be amended, modified and/or restated from time to time, this “Agreement”) is entered into as of December 20, 2012, by and among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), the other Persons party hereto that are designated as a “Credit Party”, General Electric Capital Corporation, a Delaware corporation (in its individual capacity, “GE Capital”), as Agent for the several financial institutions from time to time party to this Agreement (collectively, the “Lenders” and individually each a “Lender”) and for itself as a Lender and such Lenders.

W I T N E S S E T H:

WHEREAS, Agent and Lenders have previously entered into financing arrangements with the Borrower pursuant to that certain Credit Agreement, dated as of July 27, 2010 (the “Original Closing Date”), among Borrower, the other Persons party thereto that are designated as a credit party, Agent and the lenders party thereto (as amended and as in effect immediately prior to the date hereof, the “Existing Credit Agreement”);

WHEREAS, the Borrower has requested, and the Lenders have agreed, to amend and restate the Existing Credit Agreement, all as more particularly set forth herein, to make available to the Borrower upon and subject to the terms and conditions set forth in this Agreement (a) a term loan facility available as a single Borrowing after the Closing Date to (i) refinance all of the outstanding indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement and (ii) together with $20,000,000 of cash on hand of the Borrower, redeem $40,000,000 of the Borrower’s Senior Notes within 30 days after the Closing Date and (b) a revolving credit facility available after the Closing Date (including a letter of credit subfacility available on (in part) and after the Closing Date) to (i) provide for working capital, capital expenditures and other general corporate purposes of the Borrower and (ii) from time to time fund a portion of certain acquisitions, in each case subject to the terms and conditions set forth herein;

WHEREAS, the Borrower desires to secure all of its Obligations under the Loan Documents by granting to Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its Property;

WHEREAS, subject to the terms hereof, each Subsidiary of the Borrower is willing to guarantee all of the Obligations of the Borrower and to grant to Agent, for the benefit of the Secured Parties, a security interest in and lien upon substantially all of its Property;

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

1

ARTICLE I -

THE CREDITS

1.1 Amounts and Terms of Commitments.

(a) The Term Loans. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Lender with a Term Loan Commitment severally and not jointly agrees to lend to the Borrower on any Business Day during the period from the Closing Date through December 31, 2012 a single Borrowing in the amount set forth opposite such Lender’s name in Schedule 1.1(a) under the heading “Term Loan Commitment” (such amount being referred to herein as such Lender’s “Term Loan Commitment”). Amounts borrowed under this subsection 1.1(a) and Incremental Term Loans are referred to individually as a “Term Loan” and together as the “Term Loans.” Amounts borrowed as a Term Loan which are repaid or prepaid may not be reborrowed. The Term Loan Commitments of the Lenders shall expire on December 31, 2012 if not borrowed by the Borrower on or before such date.

(b) The Revolving Credit. Subject to the terms and conditions of this Agreement and in reliance upon the representations and warranties of the Credit Parties contained herein, each Revolving Lender severally and not jointly agrees to make Loans to the Borrower (each such Loan and each Incremental Revolving Loan, a “Revolving Loan”) from time to time on any Business Day during the period from the Closing Date through the Final Availability Date, in an aggregate amount not to exceed at any time outstanding the amount set forth opposite such Lender’s name in Schedule 1.1(b) under the heading “Revolving Loan Commitments” (such amount as the same may be reduced or increased from time to time in accordance with this Agreement, being referred to herein as such Lender’s “Revolving Loan Commitment”); provided, however, that, after giving effect to any Borrowing of Revolving Loans, the aggregate principal amount of all outstanding Revolving Loans shall not exceed the Maximum Revolving Loan Balance. Subject to the other terms and conditions hereof, amounts borrowed under this subsection 1.1(b) may be repaid and reborrowed from time to time. The “Maximum Revolving Loan Balance” from time to time will be equal to the Aggregate Revolving Loan Commitment then in effect less, the aggregate amount of Letter of Credit Obligations. If at any time the then outstanding principal balance of Revolving Loans exceeds the Maximum Revolving Loan Balance, then the Borrower shall immediately prepay outstanding Revolving Loans in an amount sufficient to eliminate such excess.

(c) Letters of Credit. (i) Conditions. On the terms and subject to the conditions contained herein, the Borrower may request that one or more L/C Issuers Issue, in accordance with such L/C Issuers’ usual and customary business practices, and for the account of the Credit Parties, Letters of Credit (denominated in Dollars and in a minimum stated amount of $50,000 or such lesser amount as is acceptable to the applicable L/C Issuer) from time to time on any Business Day during the period from the Closing Date through the earlier of (x) the Final Availability Date and (y) seven (7) days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that no L/C Issuer shall Issue any Letter of Credit upon the occurrence of any of the following or, if after giving effect to such Issuance:

2

(A) (i) Availability would be less than zero, or (ii) the Letter of Credit Obligations for all Letters of Credit would exceed $3,000,000 (the “L/C Sublimit”);

(B) the expiration date of such Letter of Credit (i) is not a Business Day, (ii) is more than one year after the date of Issuance thereof or (iii) is later than seven (7) days prior to the date specified in clause (a) of the definition of Revolving Termination Date; provided, however, that any Letter of Credit with a term not exceeding one year may provide for its renewal for additional periods not exceeding one year as long as (x) each of the Borrower and such L/C Issuer have the option to prevent such renewal before the expiration of such term or any such period and (y) neither such L/C Issuer nor the Borrower shall permit any such renewal to extend such expiration date beyond the date set forth in clause (iii) above; or

(C) (i) any fee due in connection with, and on or prior to, such Issuance has not been paid, (ii) such Letter of Credit is requested to be Issued in a form that is not acceptable to such L/C Issuer or (iii) such L/C Issuer shall not have received, each in form and substance reasonably acceptable to it and duly executed by the Borrower, the documents that such L/C Issuer generally uses in the Ordinary Course of Business for the Issuance of letters of credit of the type of such Letter of Credit (collectively, the “L/C Reimbursement Agreement”).

Furthermore, GE Capital as an L/C Issuer may elect only to Issue Letters of Credit in its own name and may only Issue Letters of Credit to the extent permitted by Requirements of Law, and such Letters of Credit may not be accepted by certain beneficiaries such as insurance companies.

For each Issuance, the applicable L/C Issuer may, but shall not be required to, determine that, or take notice whether, the conditions precedent set forth in Section 2.2 have been satisfied or waived in connection with the Issuance of any Letter of Credit; provided, however, that no Letters of Credit shall be Issued during the period starting on the first Business Day after the receipt by such L/C Issuer of notice from Agent or the Required Revolving Lenders that any condition precedent contained in Section 2.2 is not satisfied and ending on the date all such conditions are satisfied or duly waived.

Notwithstanding anything else to the contrary herein, if any Lender is a Non-Funding Lender or Impacted Lender, no L/C Issuer shall be obligated to Issue any Letter of Credit unless (w) the Non-Funding Lender or Impacted Lender has been replaced in accordance with Section 9.9 or 9.22, (x) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been cash collateralized, (y) the Revolving Loan Commitments of the other Lenders have been increased by an amount sufficient to satisfy Agent that all future Letter of Credit Obligations will be covered by all Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders, or (z) the Letter of Credit Obligations of such Non-Funding Lender or Impacted Lender have been reallocated to other Revolving Lenders in a manner consistent with subsection 1.11(e)(ii).

(ii) Notice of Issuance. The Borrower shall give the relevant L/C Issuer and Agent a notice of any requested Issuance of any Letter of Credit, which shall be effective only if received by such L/C Issuer and Agent not later than 1:00 p.m.

3

(Chicago time) on the third Business Day prior to the date of such requested Issuance. Such notice shall be made in a writing or Electronic Transmission substantially in the form of Exhibit 1.1(b) duly completed or in a writing in any other form acceptable to such L/C Issuer (an “L/C Request”).

(iii) Reporting Obligations of L/C Issuers. Each L/C Issuer agrees to provide Agent, in form and substance satisfactory to Agent, each of the following on the following dates: (A) (i) on or prior to any Issuance of any Letter of Credit by such L/C Issuer, (ii) immediately after any drawing under any such Letter of Credit or (iii) immediately after any payment (or failure to pay when due) by the Borrower of any related L/C Reimbursement Obligation, notice thereof, which shall contain a reasonably detailed description of such Issuance, drawing or payment and Agent shall provide copies of such notices to each Revolving Lender reasonably promptly after receipt thereof; (B) upon the request of Agent (or any Revolving Lender through Agent), copies of any Letter of Credit Issued by such L/C Issuer and any related L/C Reimbursement Agreement and such other documents and information as may reasonably be requested by Agent; and (C) on the first Business Day of each calendar week, a schedule of the Letters of Credit Issued by such L/C Issuer, in form and substance reasonably satisfactory to Agent, setting forth the Letter of Credit Obligations for such Letters of Credit outstanding on the last Business Day of the previous calendar week.

(iv) Acquisition of Participations. Upon any Issuance of a Letter of Credit in accordance with the terms of this Agreement resulting in any increase in the Letter of Credit Obligations, each Revolving Lender shall be deemed to have acquired, without recourse or warranty, an undivided interest and participation in such Letter of Credit and the related Letter of Credit Obligations in an amount equal to its Commitment Percentage of such Letter of Credit Obligations.

(v) Reimbursement Obligations of the Borrower. The Borrower agrees to pay to the L/C Issuer of any Letter of Credit, or to Agent for the benefit of such L/C Issuer, each L/C Reimbursement Obligation owing with respect to such Letter of Credit no later than the first Business Day after the Borrower receives notice from such L/C Issuer or from Agent that payment has been made under such Letter of Credit or that such L/C Reimbursement Obligation is otherwise due (the “L/C Reimbursement Date”) with interest thereon computed as set forth in clause (A) below. In the event that any L/C Reimbursement Obligation is not repaid by the Borrower as provided in this clause (v) (or any such payment by the Borrower is rescinded or set aside for any reason), such L/C Issuer shall promptly notify Agent of such failure (and, upon receipt of such notice, Agent shall notify each Revolving Lender) and, irrespective of whether such notice is given, such L/C Reimbursement Obligation shall be payable on demand by the Borrower with interest thereon computed (A) from the date on which such L/C Reimbursement Obligation arose to the L/C Reimbursement Date, at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans and (B) thereafter until payment in full, at the interest rate specified in subsection 1.3(c) to past due Revolving Loans that are Base Rate Loans (regardless of whether or not an election is made under such subsection).

4

(vi) Reimbursement Obligations of the Revolving Credit Lenders.

(1) Upon receipt of the notice described in clause (v) above from Agent, each Revolving Lender shall pay to Agent for the account of such L/C Issuer its Commitment Percentage of such Letter of Credit Obligations (as such amount may be increased pursuant to subsection 1.11(e)(ii)).

(2) By making any payment described in clause (1) above (other than during the continuation of an Event of Default under subsection 7.1(f) or 7.1(g)), such Lender shall be deemed to have made a Revolving Loan to the Borrower, which, upon receipt thereof by Agent for the benefit of such L/C Issuer, the Borrower shall be deemed to have used in whole to repay such L/C Reimbursement Obligation. Any such payment that is not deemed a Revolving Loan shall be deemed a funding by such Lender of its participation in the applicable Letter of Credit and the Letter of Credit Obligation in respect of the related L/C Reimbursement Obligations. Such participation shall not otherwise be required to be funded. Following receipt by any L/C Issuer of any payment from any Lender pursuant to this clause (vi) with respect to any portion of any L/C Reimbursement Obligation, such L/C Issuer shall promptly pay to Agent, for the benefit of such Lender, all amounts received by such L/C Issuer (or to the extent such amounts shall have been received by Agent for the benefit of such L/C Issuer, Agent shall promptly pay to such Lender all amounts received by Agent for the benefit of such L/C Issuer) with respect to such portion.

(vii) Obligations Absolute. The obligations of the Borrower and the Revolving Lenders pursuant to clauses (iv), (v) and (vi) above shall be absolute, unconditional and irrevocable and performed strictly in accordance with the terms of this Agreement irrespective of (A) (i) the invalidity or unenforceability of any term or provision in any Letter of Credit, any document transferring or purporting to transfer a Letter of Credit, any Loan Document (including the sufficiency of any such instrument), or any modification to any provision of any of the foregoing, (ii) any document presented under a Letter of Credit being forged, fraudulent, invalid, insufficient or inaccurate in any respect or failing to comply with the terms of such Letter of Credit or (iii) any loss or delay, including in the transmission of any document, (B) the existence of any setoff, claim, abatement, recoupment, defense or other right that any Person (including any Credit Party) may have against the beneficiary of any Letter of Credit or any other Person, whether in connection with any Loan Document or any other Contractual Obligation or transaction, or the existence of any other withholding, abatement or reduction, (C) in the case of the obligations of any Revolving Lender, (i) the failure of any condition precedent set forth in Section 2.2 to be satisfied (each of which conditions precedent the Revolving Lenders hereby irrevocably waive) or (ii) any adverse change in the condition (financial or otherwise) of any Credit Party and (D) any other act or omission to act or delay of any kind of Agent, any Lender or any other Person or any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this clause (vii), constitute a legal or equitable discharge of any obligation of the Borrower or any Revolving Lender hereunder. No provision hereof shall be deemed to waive or limit the Borrower’s right to seek repayment of any payment of any L/C Reimbursement Obligations from the L/C Issuer under the terms of the applicable L/C Reimbursement Agreement or applicable law.

5

1.2 Notes.

(a) The Term Loan made by each Lender with a Term Loan Commitment shall be evidenced by this Agreement, and, if requested by such Lender, a Term Note payable to such Lender in an amount equal to the unpaid balance of the Term Loan held by such Lender.

(b) The Revolving Loans made by each Revolving Lender shall be evidenced by this Agreement and, if requested by such Lender, a Revolving Note payable to such Lender in an amount equal to such Lender’s Revolving Loan Commitment.

1.3 Interest.

(a) Subject to subsections 1.3(c) and 1.3(d), each Loan shall bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to the LIBOR or the Base Rate, as the case may be, plus the Applicable Margin. Each determination of an interest rate by Agent shall be conclusive and binding on Borrower and the Lenders in the absence of manifest error. All computations of fees and interest (other than interest accruing on Base Rate Loans) payable under this Agreement shall be made on the basis of a 360-day year and actual days elapsed. All computations of interest accruing on Base Rate Loans payable under this Agreement shall be made on the basis of a 365-day year (366 days in the case of a leap year) and actual days elapsed. Interest and fees shall accrue during each period during which interest or such fees are computed from the first day thereof to the last day thereof.

(b) Interest on each Loan shall be paid in arrears on each Interest Payment Date. Interest shall also be paid on the date of any payment or prepayment of Term Loans in full and Revolving Loans on the Revolving Termination Date.

(c) Upon and after the election of Agent or the Required Lenders while any Event of Default exists (or automatically while any Event of Default under subsection 7.1(a), 7.1(f) or 7.1(g) exists), the Borrower shall pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on the Loans from and after the date of occurrence of such Event of Default, at a rate per annum which is determined by adding two percent (2.0%) per annum to the Applicable Margin then in effect for such Loans (plus the LIBOR or Base Rate, as the case may be). All such interest shall be payable on demand of Agent or the Required Lenders.

(d) Anything herein to the contrary notwithstanding, the obligations of the Borrower hereunder shall be subject to the limitation that payments of interest shall not be required, for any period for which interest is computed hereunder, to the extent (but only to the extent) that contracting for or receiving such payment by the respective Lender would be contrary to the provisions of any law applicable to such Lender limiting the highest rate of interest which may be lawfully contracted for, charged or received by such Lender, and in such event the Borrower shall pay such Lender interest at the highest rate permitted by applicable law (“Maximum Lawful Rate”); provided, however, that if at any time thereafter the rate of interest payable hereunder is less than the Maximum Lawful Rate, the Borrower shall continue to pay

6

interest hereunder at the Maximum Lawful Rate until such time as the total interest received by Agent, on behalf of Lenders, is equal to the total interest that would have been received had the interest payable hereunder been (but for the operation of this paragraph) the interest rate payable since the Closing Date as otherwise provided in this Agreement.

1.4 Loan Accounts.

(a) Agent, on behalf of the Lenders, shall record on its books and records the amount of each Loan made, the interest rate applicable, all payments of principal and interest thereon and the principal balance thereof from time to time outstanding. Agent shall deliver to the Borrower on a monthly basis a loan statement setting forth such record for the immediately preceding calendar month. Such record shall, absent manifest error, be conclusive evidence of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so, or any failure to deliver such loan statement shall not, however, limit or otherwise affect the obligation of the Borrower hereunder (and under any Note) to pay any amount owing with respect to the Loans or provide the basis for any claim against Agent.

(b) Agent, acting as a non-fiduciary agent of the Borrower solely for tax purposes and solely with respect to the actions described in this subsection 1.4(b), shall establish and maintain at its address referred to in Section 9.2 (or at such other address as Agent may notify the Borrower) (A) a record of ownership (the “Register”) in which Agent agrees to register by book entry the interests (including any rights to receive payment hereunder) of Agent, each Lender and each L/C Issuer in the Term Loans, Revolving Loans, L/C Reimbursement Obligations and Letter of Credit Obligations, each of their obligations under this Agreement to participate in each Loan, Letter of Credit, Letter of Credit Obligations and L/C Reimbursement Obligations, and any assignment of any such interest, obligation or right and (B) accounts in the Register in accordance with its usual practice in which it shall record (1) the names and addresses of the Lenders and the L/C Issuers (and each change thereto pursuant to Sections 9.9 and 9.22), (2) the Commitments of each Lender, (3) the amount of each Loan and each funding of any participation described in clause (A) above, and for LIBOR Rate Loans, the Interest Period applicable thereto, (4) the amount of any principal or interest due and payable or paid, (5) the amount of the L/C Reimbursement Obligations due and payable or paid in respect of Letters of Credit and (6) any other payment received by Agent from Borrower and its application to the Obligations.

(c) Notwithstanding anything to the contrary contained in this Agreement, the Loans (including any Notes evidencing such Loans and, in the case of Revolving Loans, the corresponding obligations to participate in Letter of Credit Obligations) and the L/C Reimbursement Obligations are registered obligations, the right, title and interest of the Lenders and the L/C Issuers and their assignees in and to such Loans or L/C Reimbursement Obligations, as the case may be, shall be transferable only upon notation of such transfer in the Register and no assignment thereof shall be effective until recorded therein. This Section 1.4 and Section 9.9 shall be construed so that the Loans and L/C Reimbursement Obligations are at all times maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2) and 881(c)(2) of the Code.

7

(d) The Credit Parties, Agent, the Lenders and the L/C Issuers shall treat each Person whose name is recorded in the Register as a Lender or L/C Issuer, as applicable, for all purposes of this Agreement. Information contained in the Register with respect to any Lender or any L/C Issuer shall be available for access by the Borrower, Agent, such Lender or such L/C Issuer during normal business hours and from time to time upon at least one Business Day’s prior notice. No Lender or L/C Issuer shall, in such capacity, have access to or be otherwise permitted to review any information in the Register other than information with respect to such Lender or L/C Issuer unless otherwise agreed by the Agent.

1.5 Procedure for Borrowing.

(a) Each Borrowing of a Loan shall be made upon the Borrower’s irrevocable (subject to Section 10.5) written notice delivered to Agent substantially in the form of a Notice of Borrowing or in a writing in any other form acceptable to Agent, which notice must be received by Agent prior to 1:00 p.m. (Chicago time) (i) (x) on the date of the requested Borrowing or (y) on the date that is one (1) Business Day prior to the requested Borrowing date, in each case, with respect to each Base Rate Loan; provided, that any Base Rate Loan made on the same day that notice is given shall not exceed $5,000,000, and (ii) on the day which is three (3) Business Days prior to the requested Borrowing date in the case of each LIBOR Rate Loan. Such Notice of Borrowing shall specify:

(i) whether such Borrowing is for Term Loans or Revolving Loans;

(ii) the amount of the Borrowing (which shall be in an aggregate minimum principal amount of $500,000 and integral multiples of $100,000 in excess of that amount);

(iii) the requested Borrowing date, which shall be a Business Day;

(iv) whether the Borrowing is to be comprised of LIBOR Rate Loans or Base Rate Loans; and

(v) if the Borrowing is to be LIBOR Rate Loans, the Interest Period applicable to such Loans.

(b) Upon receipt of a Notice of Borrowing, Agent will promptly notify each Term Lender or Revolving Lender, as applicable, of such Notice of Borrowing and of the amount of such Lender’s Commitment Percentage of the Borrowing.

(c) Unless Agent is otherwise directed in writing by the Borrower, the proceeds of each requested Borrowing after the Closing Date will be made available to the Borrower by Agent by wire transfer of such amount to the Borrower pursuant to the wire transfer instructions specified on the signature page hereto.

8

1.6 Conversion and Continuation Elections.

(a) The Borrower shall have the option to (i) request that any Loan be made as a LIBOR Rate Loan, (ii) convert at any time all or any part of outstanding Loans from Base Rate Loans to LIBOR Rate Loans, (iii) convert any LIBOR Rate Loan to a Base Rate Loan, subject to Section 10.4 if such conversion is made prior to the expiration of the Interest Period applicable thereto, or (iv) continue all or any portion of any Loan as a LIBOR Rate Loan upon the expiration of the applicable Interest Period. Any Loan or group of Loans having the same proposed Interest Period to be made or continued as, or converted into, a LIBOR Rate Loan must be in a minimum amount of $2,000,000. Any such election must be made by the Borrower by 1:00 p.m. (Chicago time) on the 3rd Business Day prior to (1) the date of any proposed Loan which is to bear interest at LIBOR, (2) the end of each Interest Period with respect to any LIBOR Rate Loans to be continued as such, or (3) the date on which the Borrower wishes to convert any Base Rate Loan to a LIBOR Rate Loan for an Interest Period designated by the Borrower in such election. If no election is received with respect to a LIBOR Rate Loan by 1:00 p.m. (Chicago time) on the 3rd Business Day prior to the end of the Interest Period with respect thereto, that LIBOR Rate Loan shall be converted to a Base Rate Loan at the end of its Interest Period. The Borrower must make such election by notice to Agent in writing, including by Electronic Transmission. In the case of any conversion or continuation, such election must be made pursuant to a written notice (a “Notice of Conversion/Continuation”) substantially in the form of Exhibit 1.6 or in a writing in any other form acceptable to Agent. No Loan shall be made, converted into or continued as a LIBOR Rate Loan, if an Event of Default has occurred and is continuing and Agent or Required Lenders have determined not to make or continue any Loan as a LIBOR Rate Loan as a result thereof.

(b) Upon receipt of a Notice of Conversion/Continuation, Agent will promptly notify each Lender thereof. In addition, Agent will, with reasonable promptness, notify the Borrower and the Lenders of each determination of LIBOR; provided that any failure to do so shall not relieve the Borrower of any liability hereunder or provide the basis for any claim against Agent. All conversions and continuations shall be made pro rata according to the respective outstanding principal amounts of the Loans held by each Lender with respect to which the notice was given.

(c) Notwithstanding any other provision contained in this Agreement, after giving effect to any Borrowing, or to any continuation or conversion of any Loans, there shall not be more than six (6) different Interest Periods in effect.

1.7 Optional Prepayments and Commitment Reductions.

(a) Optional Prepayments Generally. The Borrower may at any time upon at least two (2) Business Days’ (or such shorter period as is acceptable to Agent) prior written notice to Agent, prepay the Loans in whole or in part in an amount greater than or equal to $100,000 (other than Revolving Loans for which prior written notice is not required and for which no minimum shall apply) without penalty or premium except as provided in Section 10.4. Optional partial prepayments of Term Loans shall be applied in the manner set forth in Section 1.8(e). Optional partial prepayments of Term Loans in amounts less than $100,000 shall not be permitted unless such amount represents the entire remaining outstanding balance of the Term Loans.

9

(b) Notices. The notice of any prepayment or commitment reduction shall not thereafter be revocable by the Borrower and Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment or reduction; provided that a notice of prepayment or termination in full of the commitments may be conditioned upon the closing of a replacement credit facility, other financing facility, merger or acquisition and may be revoked or delayed by Borrower if such replacement credit facility, other financing facility, merger or acquisition does not close and fund. The payment amount specified in a notice of prepayment shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7, the Borrower shall pay any amounts required pursuant to Sections 1.9 and 10.4.

(c) Reductions in Revolving Loan Commitments. Borrower may at any time upon at least ten (10) Business Days’ (or such shorter period as is acceptable to Agent) prior notice by Borrower to Agent permanently reduce or terminate the Aggregate Revolving Loan Commitment; provided that (A) such reductions (if a partial reduction and not a complete termination) shall be in an amount greater than or equal to $1,000,000, and (B) after giving effect to such reduction (if a partial reduction and not a complete termination), Availability shall be not less than $10,000,000. All reductions of the Aggregate Revolving Loan Commitment shall be allocated pro rata among all Lenders with a Revolving Loan Commitment. A permanent reduction of the Aggregate Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit; provided that if subsequent to such reduction of the Aggregate Revolving Loan Commitment the amount thereof would be less than the L/C Sublimit then in effect, the L/C Sublimit shall be permanently reduced by the amount thereof in excess of the Aggregate Revolving Loan Commitment.

1.8 Mandatory Prepayments of Loans and Commitment Reductions.

(a) Scheduled Term Loan Payments. The principal amount of the Term Loans shall be paid in installments on the dates and in the respective amounts shown below:

Date of Payment	Amount of Term Loan Payment for Initial Term Loans
April 1, 2013	$	50,000
July 1, 2013	$	50,000
October 1, 2013	$	50,000
January 1, 2014	$	50,000
April 1, 2014	$	50,000
July 1, 2014	$	50,000
October 1, 2014	$	50,000
January 1, 2015	$	50,000
April 1, 2015	$	50,000

10

July 1, 2015	$	50,000
October 1, 2015	$	50,000
January 1, 2016	$	50,000
April 1, 2016	$	50,000
July 1, 2016	$	50,000
October 1, 2016	$	50,000
Term Loan Maturity Date		Entire remaining principal balance

The final scheduled installment of each Term Loan shall, in any event, be in an amount equal to the entire remaining principal balance of that Term Loan. Scheduled installments for an Incremental Term Loan shall be as specified in the applicable amendment or joinder agreement.

(b) Revolving Loan. The Borrower shall repay to the Lenders in full on the date specified in clause (a) of the definition of “Revolving Termination Date” the aggregate principal amount of the Revolving Loans outstanding on the Revolving Termination Date.

(c) Asset Dispositions; Events of Loss. Following the occurrence of a Trigger Event and until such Trigger Event is no longer relevant, if a Credit Party or any Subsidiary of a Credit Party shall at any time or from time to time:

(i) make or agree to make a Disposition; or

(ii) suffer an Event of Loss;

and the aggregate amount of the Net Proceeds received by the Credit Parties and their Subsidiaries in connection with such Disposition or Event of Loss or related series of Dispositions or Events of Loss (x) exceeds $1,000,000 or (y) in the aggregate with all other Dispositions and Events of Loss occurring during the Fiscal Year exceeds $3,000,000, then (A) the Borrower shall promptly notify Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by a Credit Party and/or such Subsidiary in respect thereof) and (B) promptly upon receipt by a Credit Party and/or such Subsidiary of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall deliver, or cause to be delivered, such excess Net Proceeds to Agent for distribution to the Lenders as a prepayment of the Loans, which prepayment shall be applied in accordance with subsection 1.8(e) hereof. Notwithstanding the foregoing and provided no Default or Event of Default has occurred and is continuing and with the prior written consent of the Agent (such consent not to be unreasonably withheld), such delivery and prepayment shall not be required to the extent a Credit Party or such Subsidiary reinvests the Net Proceeds of such Disposition or Event of Loss in productive assets (other than Inventory) of a kind then used or usable in the business of Borrower or such Subsidiary, within three hundred sixty (360) days after the date of such Disposition or Event of Loss or enters into a binding commitment thereof within said three

11

hundred sixty (360) day period and subsequently makes such reinvestment; provided that the Borrower notifies Agent of Borrower’s or such Subsidiary’s intent to reinvest and of the completion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, respectively.

(d) Issuance of Securities or Indebtedness. Following the occurrence of a Trigger Event and until such Trigger Event is no longer relevant, immediately upon the receipt by any Credit Party or any Subsidiary of any Credit Party of the Net Issuance Proceeds of the issuance of Stock or Stock Equivalents (including any capital contribution) or the incurrence of Indebtedness (other than Net Issuance Proceeds from the issuance of (i) Indebtedness permitted hereunder, and (ii) Excluded Equity Issuances), the Borrower shall deliver, or cause to be delivered, to Agent an amount equal to such Net Issuance Proceeds, for application to the Loans in accordance with subsection 1.8(e).

(e) Application of Prepayments. Subject to subsection 1.10(c), (i) any prepayments pursuant to subsection 1.8(c) or (d) shall be applied first to prepay all remaining installments of the Term Loans pro rata against all such scheduled installments based upon the respective amounts thereof, second to prepay outstanding Revolving Loans, whereupon the Revolving Loan Commitment of each Lender shall automatically and permanently be reduced by an amount equal to such Lender’s ratable share of the aggregate amount of principal repaid, effective as of the earlier of the date that such prepayment is made or the date by which such prepayment is due and payable hereunder (provided that the Aggregate Revolving Loan Commitments shall not be reduced to less than $10,000,000 pursuant to this subsection 1.8(e)) and third to cash collateralize outstanding Letters of Credit and (ii) any prepayments of Term Loans pursuant to subsection 1.7(a) shall be applied as directed in writing by Borrower (or in the absence of such written direction, shall be applied to prepay remaining installments of the Term Loans in direct order of maturity as set forth in Section 1.7(a) hereof). To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Base Rate Loans then outstanding and then to outstanding LIBOR Rate Loans with the shortest Interest Periods remaining. Together with each prepayment under this Section 1.8, the Borrower shall pay any amounts required pursuant to Section 10.4 hereof.

(f) No Implied Consent. Provisions contained in this Section 1.8 for the application of proceeds of certain transactions shall not be deemed to constitute consent of the Lenders to transactions that are not otherwise permitted by the terms hereof or the other Loan Documents.

1.9 Fees.

(a) Fees. The Borrower shall pay to Agent, for Agent’s own account, fees in the amounts and at the times set forth in a letter agreement between the Borrower and Agent dated as of November 28, 2012 (as amended from time to time, the “Fee Letter”).

12

(b) Unused Commitment Fee. The Borrower shall pay to Agent a fee (the “Unused Commitment Fee”) for the account of each Revolving Lender in an amount equal to

(i) the average daily balance of the Revolving Loan Commitment of such Revolving Lender during the preceding calendar quarter, less

(ii) the sum of (x) the average daily balance of all Revolving Loans held by such Revolving Lender plus (y) the average daily amount of Letter of Credit Obligations held by such Revolving Lender, in each case, during the preceding calendar quarter,

(iii) multiplied by one-half of one percent (0.50%) per annum.

The total Unused Commitment Fee paid by the Borrower will be equal to the sum of all of the Unused Commitment Fees due to the Lenders, subject to subsection 1.11(e)(vi). Such fee shall be payable quarterly in arrears on the first day of the calendar quarter following the date hereof and the first day of each calendar quarter thereafter. The Unused Commitment Fee provided in this subsection 1.9(b) shall accrue at all times from and after the execution and delivery of this Agreement.

(c) Letter of Credit Fee. The Borrower agrees to pay to Agent for the ratable benefit of the Revolving Lenders, as compensation to such Lenders for Letter of Credit Obligations incurred hereunder, (i) without duplication of costs and expenses otherwise payable to Agent or Lenders hereunder or fees otherwise paid by the Borrower, all reasonable costs and expenses incurred by Agent or any Lender on account of such Letter of Credit Obligations, and (ii) for each calendar quarter during which any Letter of Credit Obligation shall remain outstanding, a fee (the “Letter of Credit Fee”) in an amount equal to the product of the average daily undrawn face amount of all Letters of Credit Issued, guaranteed or supported by risk participation agreements multiplied by a per annum rate equal to the Applicable Margin with respect to Revolving Loans which are LIBOR Rate Loans; provided, however, upon and after Agent’s or Required Revolving Lenders’ election, while an Event of Default exists (or automatically while an Event of Default under subsection 7.1(a), 7.1(f) or 7.1(g) exists), such rate shall be increased by two percent (2.00%) per annum. Such fee shall be paid to Agent for the benefit of the Revolving Lenders in arrears, on the first day of each calendar quarter and on the date on which all L/C Reimbursement Obligations have been discharged. In addition, the Borrower shall pay (i) to each L/C Issuer a fronting fee for each Letter of Credit Issued by such L/C Issuer in an amount equal to 0.25% per annum multiplied by the face amount of each such Letter of Credit and (ii) to Agent, any L/C Issuer or any prospective L/C Issuer, as appropriate, on demand, such L/C Issuer’s or prospective L/C Issuer’s customary fees at then prevailing rates, without duplication of fees otherwise payable hereunder (including all per annum fees), charges and expenses of such L/C Issuer or prospective L/C Issuer in respect of the application for, and the Issuance, negotiation, acceptance, amendment, transfer and payment of, each Letter of Credit or otherwise payable pursuant to the application and related documentation under which such Letter of Credit is Issued.

1.10 Payments by the Borrower.

(a) All payments (including prepayments) to be made by each Credit Party on account of principal, interest, fees and other amounts required hereunder shall be made without set-off, recoupment, counterclaim or deduction of any kind, shall, except as otherwise expressly

13

provided herein, be made to Agent (for the ratable account of the Persons entitled thereto) at the address for payment specified in the signature page hereof in relation to Agent (or such other address as Agent may from time to time specify in accordance with Section 9.2), including payments utilizing the ACH system, and shall be made in Dollars and by wire transfer or ACH transfer in immediately available funds (which shall be the exclusive means of payment hereunder), no later than noon (Chicago time) on the date due. Any payment which is received by Agent later than noon (Chicago time) may in Agent’s discretion be deemed to have been received on the immediately succeeding Business Day and any applicable interest or fee shall continue to accrue. Borrower and each other Credit Party hereby irrevocably waives the right to direct the application during the continuance of an Event of Default of any and all payments in respect of any Obligation and any proceeds of Collateral. Borrower hereby authorizes Agent and each Lender to make a Revolving Loan (which shall be a Base Rate Loan) to pay (i) interest, principal, L/C Reimbursement Obligations, agent fees, Unused Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) days’ prior notice to the Borrower, other fees, costs or expenses payable by the Borrower or any of its Subsidiaries hereunder or under the other Loan Documents.

(b) Subject to the provisions set forth in the definition of “Interest Period” herein, if any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest or fees, as the case may be.

(c) During the continuance of an Event of Default, Agent may, and shall upon the direction of Required Lenders apply any and all payments received by Agent in respect of any Obligation in accordance with clauses first through sixth below. Notwithstanding any provision herein to the contrary, all payments made by Credit Parties to Agent after any or all of the Obligations have been accelerated (so long as such acceleration has not been rescinded), including proceeds of Collateral, shall be applied as follows:

first, to payment of costs and expenses, including Attorney Costs, of Agent payable or reimbursable by the Credit Parties under the Loan Documents;

second, to payment of Attorney Costs of Lenders payable or reimbursable by the Borrower under this Agreement;

third, to payment of all accrued unpaid interest on the Obligations and fees owed to Agent, Lenders and L/C Issuers;

fourth, to payment of principal of the Obligations including, without limitation, L/C Reimbursement Obligations then due and payable, any Obligations under any Secured Rate Contract and cash collateralization of unmatured L/C Reimbursement Obligations to the extent not then due and payable;

fifth, to payment of any other amounts owing constituting Obligations; and

sixth, any remainder shall be for the account of and paid to whoever may be lawfully entitled thereto.

14

In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to the application to the next succeeding category and (ii) each of the Lenders or other Persons entitled to payment shall receive an amount equal to its pro rata share of amounts available to be applied pursuant to clauses third, fourth and fifth above.

1.11 Payments by the Lenders to Agent; Settlement.

(a) Agent may, on behalf of Lenders, disburse funds to the Borrower for Loans requested. Each Lender shall reimburse Agent on demand for all funds disbursed on its behalf by Agent, or if Agent so requests, each Lender will remit to Agent its Commitment Percentage of any Loan before Agent disburses same to the Borrower. If Agent elects to require that each Lender make funds available to Agent prior to disbursement by Agent to the Borrower, Agent shall advise each Lender by telephone or fax of the amount of such Lender’s Commitment Percentage of the Loan requested by the Borrower no later than the Business Day prior to the scheduled Borrowing date applicable thereto, and each such Lender shall pay Agent such Lender’s Commitment Percentage of such requested Loan, in same day funds, by wire transfer to Agent’s account, as set forth on Agent’s signature page hereto, no later than noon (Chicago time) on such scheduled Borrowing date. Nothing in this subsection 1.11(a) or elsewhere in this Agreement or the other Loan Documents, including the remaining provisions of Section 1.11, shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that Agent any Lender or the Borrower may have against any Lender as a result of any default by such Lender hereunder.

(b) At least once each calendar week or more frequently at Agent’s election (each, a “Settlement Date”), Agent shall advise each Lender by telephone or fax of the amount of such Lender’s Commitment Percentage of principal, interest and Fees paid for the benefit of Lenders with respect to each applicable Loan. Agent shall pay to each Lender such Lender’s Commitment Percentage (except as otherwise provided in subsection 1.1(d) (vi) and subsection 1.11(e)(vi)) of principal, interest and fees paid by the Borrower since the previous Settlement Date for the benefit of such Lender on the Loans held by it. Such payments shall be made by wire transfer to such Lender) not later than 1:00 p.m. (Chicago time) on the next Business Day following each Settlement Date.

(c) Availability of Lender’s Commitment Percentage. Agent may assume that each Lender will make its Commitment Percentage of each applicable Loan available to Agent on the applicable Borrowing date. If such Commitment Percentage is not, in fact, paid to Agent by such Lender when due, Agent will be entitled to recover such amount on demand from such Lender without setoff, counterclaim or deduction of any kind. If any Lender fails to pay the amount of its Commitment Percentage of the applicable Loan forthwith upon Agent’s demand, Agent shall promptly notify the Borrower and the Borrower shall immediately repay such amount to Agent. Nothing in this subsection 1.11(c) or elsewhere in this Agreement or the other Loan Documents shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitments hereunder or to prejudice any rights that the Borrower may have against any Lender as a result of any default by such Lender hereunder. Without limiting the provisions of subsection 1.11(b), to the extent that Agent

15

advances funds to the Borrower on behalf of any Lender and is not reimbursed therefor on the same Business Day as such advance is made, Agent shall be entitled to retain for its account all interest accrued on such advance from the date such advance was made until reimbursed by the applicable Lender.

(d) Return of Payments.

(i) If Agent pays an amount to a Lender under this Agreement in the belief or expectation that a related payment has been or will be received by Agent from the Borrower and such related payment is not received by Agent, then Agent will be entitled to recover such amount from such Lender on demand without setoff, counterclaim or deduction of any kind.

(ii) If Agent determines at any time that any amount received by Agent under this Agreement or any other Loan Document must be returned to any Credit Party or paid to any other Person pursuant to any insolvency law or otherwise, then, notwithstanding any other term or condition of this Agreement or any other Loan Document, Agent will not be required to distribute any portion thereof to any Lender. In addition, each Lender will repay to Agent on demand any portion of such amount that Agent has distributed to such Lender, together with interest at such rate, if any, as Agent is required to pay to the Borrower or such other Person, without setoff, counterclaim or deduction of any kind, and Agent will be entitled to set-off against future distributions to such Lender any such amounts (with interest) that are not repaid on demand.

(e) Non-Funding Lenders.

(i) Responsibility. The failure of any Non-Funding Lender to make any Revolving Loan, to fund any purchase of any participation to be made or funded by it (including, without limitation, with respect to any Letter of Credit), or to make any payment required by it under any Loan Document on the date specified therefor shall not relieve any other Lender of its obligations to make such loan, fund the purchase of any such participation, or make any other such required payment on such date, and neither Agent nor, other than as expressly set forth herein, any other Lender shall be responsible for the failure of any Non-Funding Lender to make a loan, fund the purchase of a participation or make any other required payment under any Loan Document.

(ii) Reallocation. If any Revolving Lender is a Non-Funding Lender, all or a portion of such Non-Funding Lender’s Letter of Credit Obligations (unless such Lender is the L/C Issuer that Issued such Letter of Credit) shall, at Agent’s election at any time or upon any L/C Issuer’s written request delivered to Agent (whether before or after the occurrence of any Default or Event of Default), be reallocated to and assumed by the Revolving Lenders that are not Non-Funding Lenders or Impacted Lenders pro rata in accordance with their Commitment Percentages of the Aggregate Revolving Loan Commitment (calculated as if the Non-Funding Lender’s Commitment Percentage was reduced to zero and each other Revolving Lender’s Commitment Percentage had been increased proportionately), provided that no Revolving Lender shall be reallocated any such amounts or be required to fund any amounts that would cause the sum of its outstanding Revolving Loans and outstanding Letter of Credit Obligations to exceed its Revolving Loan Commitment.

16

(iii) Voting Rights. Notwithstanding anything set forth herein to the contrary, including Section 9.1, a Non-Funding Lender shall not have any voting or consent rights under or with respect to any Loan Document or constitute a “Lender” or a “Revolving Lender” (or be, or have its Loans and Commitments, included in the determination of “Required Lenders”, “Required Revolving Lenders” or “Lenders directly affected” pursuant to Section 9.1) for any voting or consent rights under or with respect to any Loan Document, provided that (A) the Commitment of a Non-Funding Lender may not be increased, extended or reinstated, (B) the principal of a Non-Funding Lender’s Loans may not be reduced or forgiven, and (C) the interest rate applicable to Obligations owing to a Non-Funding Lender may not be reduced, in each case, without the consent of such Non-Funding Lender. Moreover, for the purposes of determining Required Lenders and Required Revolving Lenders, the Loans, Letter of Credit Obligations, and Commitments held by Non-Funding Lenders shall be excluded from the total Loans and Commitments outstanding.

(iv) Borrower Payments to a Non-Funding Lender. Agent shall be authorized to use all payments received by Agent for the benefit of any Non-Funding Lender pursuant to this Agreement to pay in full the Aggregate Excess Funding Amount to the appropriate Secured Parties. Agent shall be entitled to hold as cash collateral in a non-interest bearing account up to an amount equal to such Non-Funding Lender’s pro rata share, without giving effect to any reallocation pursuant to subsection 1.11(e)(ii), of all Letter of Credit Obligations until the Obligations are paid in full in cash, all Letter of Credit Obligations have been discharged or cash collateralized and all Commitments have been terminated. Upon any such unfunded obligations owing by a Non-Funding Lender becoming due and payable, Agent shall be authorized to use such cash collateral to make such payment on behalf of such Non-Funding Lender. With respect to such Non-Funding Lender’s failure to fund Revolving Loans or purchase participations in Letters of Credit or Letter of Credit Obligations, any amounts applied by Agent to satisfy such funding shortfalls shall be deemed to constitute a Revolving Loan or amount of the participation required to be funded and, if necessary to effectuate the foregoing, the other Revolving Lenders shall be deemed to have sold, and such Non-Funding Lender shall be deemed to have purchased, Revolving Loans or Letter of Credit participation interests from the other Revolving Lenders until such time as the aggregate amount of the Revolving Loans and participations in Letters of Credit and Letter of Credit Obligations are held by the Revolving Lenders in accordance with their Commitment Percentages of the Aggregate Revolving Loan Commitment. Any amounts owing by a Non-Funding Lender to Agent which are not paid when due shall accrue interest at the interest rate applicable during such period to Revolving Loans that are Base Rate Loans. In the event that Agent is holding cash collateral of a Non-Funding Lender that cures pursuant to clause (v) below or ceases to be a Non-Funding Lender pursuant to the definition of Non-Funding Lender, Agent shall return the unused portion of such cash collateral to such Lender. The “Aggregate Excess Funding Amount” of a Non-Funding Lender shall be the aggregate amount of (A) all unpaid obligations owing by such Lender to the Agent, L/C Issuers and other Lenders under the Loan Documents, including such Lender’s pro rata share of all Revolving Loans and Letter of Credit Obligations, plus, without duplication, (B) all amounts of such Non-Funding Lender’s Letter of Credit Obligations reallocated to other Lenders pursuant to subsection 1.11(e)(ii).

17

(v) Cure. A Lender may cure its status as a Non-Funding Lender under clause (a) of the definition of Non-Funding Lender if such Lender fully pays to Agent, on behalf of the applicable Secured Parties, the Aggregate Excess Funding Amount, plus all interest due thereon. Any such cure shall not relieve any Lender from liability for breaching its contractual obligations hereunder.

(vi) Fees. A Lender that is a Non-Funding Lender pursuant to clause (a) of the definition of Non-Funding Lender shall not earn and shall not be entitled to receive, and Borrower shall not be required to pay, such Lender’s portion of the Unused Commitment Fee during the time such Lender is a Non-Funding Lender pursuant to clause (a) thereof. In the event that any reallocation of Letter of Credit Obligations occurs pursuant to subsection 1.11(e)(ii), during the period of time that such reallocation remains in effect, the Letter of Credit Fee payable with respect to such reallocated portion shall be payable to (A) all Revolving Lenders based on their pro rata share of such reallocation or (B) to the L/C Issuer for any remaining portion not reallocated to any other Revolving Lenders.

(f) Procedures. Agent is hereby authorized by each Credit Party and each other Secured Party to establish procedures (and to amend such procedures from time to time) to facilitate administration and servicing of the Loans and other matters incidental thereto. Without limiting the generality of the foregoing, Agent is hereby authorized to establish procedures to make available or deliver, or to accept, notices, documents and similar items on, by posting to or submitting and/or completion, on E-Systems.

1.12 Increase in Commitments.

(a) Borrower Request. Borrower may by written notice (each, an “Incremental Facility Request”) to Agent elect to request no more than four times during the term of this Agreement, an increase to the existing Term Loan Commitments (each, an “Incremental Term Loan Commitment” and the term loans thereunder, an “Incremental Term Loan”) and/or increases in the Revolving Loan Commitments (each, an “Incremental Revolving Loan Commitment” and the loans thereunder, “Incremental Revolving Loans”; each Incremental Term Loan Commitment and each Incremental Revolving Loan Commitment are each sometimes referred to herein individually as an “Incremental Facility” and collectively as the “Incremental Facilities”) by an amount not in excess of $50,000,000 in the aggregate and not less than $5,000,000 individually. Each such Incremental Facility Request shall specify (i) the amount of the Incremental Term Loan Commitment or Incremental Revolving Loan Commitment being requested and (ii) the date (each, an “Incremental Effective Date”) on which Borrower proposes that the increased or new Loans and Commitments (and any increase in the L/C Sublimit, if applicable) shall be effective, which shall be a date not less than 10 Business Days after the date on which such notice is delivered to the Agent; provided that any existing Lender or L/C Issuer approached to provide all or a portion of the increased or new Commitments (and increase in the L/C Sublimit, if applicable) may elect or decline, in its sole discretion, to provide such increased or new Commitment (and increase in the L/C Sublimit, if applicable).

18

(b) Allocations. Upon delivery of the applicable Incremental Facility Request, such Incremental Facility shall be offered to all Lenders pro rata according to the respective outstanding principal amounts of the Loans and Commitments held by each Lender. If the applicable Lenders do not accept the offered Incremental Facility in its entirety on a pro rata basis within five (5) Business Days of such offer, that portion of the Incremental Facility not accepted by the applicable Lenders shall be offered to the applicable Lenders on a non-pro rata basis. If the applicable Lenders do not accept the applicable Incremental Facility in its entirety on a non-pro rata basis within two (2) Business Days after such offer, that portion of the Incremental Facility not accepted by the applicable Lenders may be offered to Eligible Assignees.

(c) Conditions. The increased or new Loans and Commitments (and increase in the L/C Sublimit, if applicable) shall become effective, as of such Increase Effective Date; provided, that:

(i) each of the conditions set forth in Section 2.2 shall be satisfied;

(ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Effective Date;

(iii) after giving pro forma effect to the borrowings to be made on the Incremental Effective Date (and assuming, in the case of an Incremental Revolving Loan Commitment, that the entire amount of such Incremental Revolving Loan Commitment is funded), the use of proceeds thereof, any permanent repayment of Indebtedness occurring simultaneously with the incurrence of such Incremental Facility and any change in Pro Forma EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition concurrently with such borrowings as of the date of the most recent financial statements delivered pursuant to Section 4.1(a) or (b), Borrower shall be in compliance with the covenant set forth in Section 6.1 (regardless of whether such covenant applied at such time);

(iv) Borrower shall make any payments required pursuant to Section 10.4 in connection with any adjustment of Loans pursuant to subsection 1.12(e); and

(v) Borrower shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by Agent in connection with any such transaction.

(d) Terms of New Loans and Commitments. The terms and provisions of Loans made pursuant to the new Loans and Commitments (and any Letters of Credit made pursuant to an increase in the L/C Sublimit, if applicable) shall be as follows:

(i) the final maturity date of any Incremental Term Loan that is a separate tranche shall be no earlier than the maturity date of the initial Term Loans and the weighted average life to maturity of any such Incremental Term Loan shall not be shorter than the weighted average life to maturity of the initial Term Loans;

19

(ii) the all-in yield (including interest rate margins, any interest rate floors, original issue discount and upfront fees (based on the lesser of a four-year average life to maturity or the remaining life to maturity), but excluding arrangement, structuring and underwriting fees paid or payable to GE Capital or any of its Affiliates with respect to such Incremental Term Loan) applicable to any Incremental Term Loan shall not be more than 0.50% per annum higher than the corresponding all-in yield (determined on the same basis) applicable to the Revolving Loans, the then outstanding initial Term Loans, or any outstanding prior Incremental Term Loan, unless the interest rate margin (and the interest rate floor, if applicable) with respect to the Revolving Loans, the then outstanding initial Term Loans, and each outstanding prior Incremental Term Loan, as the case may be, is increased by an amount equal to the difference between the all-in yield with respect to the Incremental Term Loan and the all-in yield on the Revolving Loans, the then outstanding initial Term Loans, and any outstanding prior Incremental Term Loan, as the case may be, minus, 0.50% per annum

(iii) except with respect to amortization, pricing and final maturity as set forth in this subsection 1.12(d), any Incremental Term Loan shall be on terms consistent with the initial Term Loans;

(iv) the terms and provisions of Loans made pursuant to Incremental Revolving Loans shall be identical to the Revolving Loans; and

(v) the terms and provisions of Letters of Credit issued pursuant to any increase in the L/C Sublimit (“Incremental Letters of Credit”) shall be identical to the Letters of Credit.

The increased or new Commitments (and increase in the L/C Sublimit, if applicable) shall be effected by a joinder agreement (the “Increase Joinder”) executed by Borrower, Agent and each Lender or L/C Issuer making such increased or new Commitment (and increase in the L/C Sublimit, if applicable), in form and substance satisfactory to each of them. The Increase Joinder may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the opinion of Agent, to effect the provisions of this Section 1.12. In addition, unless otherwise specifically provided herein, all references in the Loan Documents to Loans shall be deemed, unless the context otherwise requires, to include references to Loans made pursuant to new Commitments made pursuant to this Agreement.

(e) Adjustment of Loans. Each Lender that is acquiring an Incremental Revolving Loan Commitment on the Incremental Effective Date shall make an Incremental Revolving Loan, the proceeds of which will be used to prepay the Revolving Loans of the other Lenders immediately prior to such Incremental Effective Date, so that, after giving effect thereto, the Revolving Loans outstanding are held by the Lenders pro rata based on their Revolving Loan Commitments after giving effect to such Incremental Revolving Loan Commitments. If there is a new borrowing of Loans on such Incremental Effective Date, the Lenders after giving effect to such Incremental Effective Date shall make such Loans in accordance with Section 1.1(a) or (b), as applicable.

20

(f) Required Amendments. Each of the parties hereto hereby agrees that, upon the effectiveness of any Incremental Facility, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence of such Incremental Facility and the Loans evidenced thereby, and any joinder agreement or amendment may without the consent of the other Lenders effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of Agents and the Borrower, to effectuate the provisions of this Section 1.12, and, for the avoidance of doubt, this Section 1.12 shall supersede any provisions in Section 9.1. The Credit Parties shall take any actions reasonably required by Agent to ensure and/or demonstrate that the Liens and security interests granted by the applicable Collateral Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of any such new Loans and Commitments, including, without limitation, compliance with subsection 4.13(c).

(g) Equal and Ratable Benefit. The Loans, Commitments and Letters of Credit established pursuant to this paragraph shall constitute Loans, Commitments and Letters of Credit under, and shall be entitled to all the benefits afforded by, this Agreement and the other Loan Documents, and shall, without limiting the foregoing, benefit equally and ratably from the guarantees and security interests created by the Security Documents. The Credit Parties shall take any actions reasonably required by Agent to ensure and/or demonstrate that the Lien and security interests granted by the Security Documents continue to be perfected under the UCC or otherwise after giving effect to the establishment of such new or increased Commitments (and increase in the L/C Sublimit, if applicable).

ARTICLE II -

CONDITIONS PRECEDENT

2.1 Conditions of Initial Loans. The effectiveness of this Agreement is subject to satisfaction of the following conditions in a manner satisfactory to Agent:

(a) Loan Documents. Agent shall have received on or before the Closing Date all of the agreements, documents, instruments and other items set forth on the closing checklist attached hereto as Exhibit 2.1, each in form and substance reasonably satisfactory to Agent;

(b) Availability. No Revolving Loans shall be advanced and not more than $1,000,000 in Letters of Credit shall be issued on the Closing Date;

(c) Due Diligence. The Agent shall be satisfied, in its discretion, with the results of its due diligence with respect to the corporate and capital structure, general affairs, management, prospects, financial position, stockholders equity or results of operations of, Borrower and its Subsidiaries and the legal, regulatory (including, without limitation, with respect to FCC and Communications Law matters), environmental and other issues relevant to the Borrower and its Subsidiaries.

21

(d) Absence of Litigation. There shall not exist any action, suit, investigation, litigation or proceeding pending or threatened in any court or before any arbitrator or governmental authority that has or could reasonably be expected to have a Material Adverse Effect on Borrower, or purport to effect or pertain to this Agreement or the other Loan Documents.

(e) Delivery of Financial Statements. Agent and the Lenders shall have received and be satisfied with (a) audited financial statements of Borrower and its Subsidiaries for the fiscal year ended December 31, 2011 by McGladrey & Pullen, LLP, which statements shall contain an opinion that shall not be qualified as to scope of audit or going concern, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP consistent with prior years and (b) interim unaudited quarterly financial statements of Borrower and its Subsidiaries through the fiscal quarter ending September 30, 2012.

(f) Cash Management. The Agent shall be satisfied, in its discretion, with the cash management system established and maintained by Borrower and the other Credit Parties.

(g) No Material Adverse Effect. Since December 31, 2011, there have been no events, circumstances or other changes in facts that would, in the aggregate, have a Material Adverse Effect.

(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 Loan Documents and each of the foregoing shall be in full force and effect and in form and substance reasonably satisfactory to the 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 Loan Documents. 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) Outstanding Debts and Liens; No Defaults Under Other Agreements. The Agent shall be satisfied, in its discretion, that (i) the Credit Parties’ and their respective Subsidiaries’ do not have any Indebtedness other than Indebtedness permitted by Section 5.5 and do not have any Liens other than Liens permitted by Section 5.1 and (ii) there shall not occur as a result of, and after giving effect to, the funding of the initial Loans and issuance of the initial Letters of Credit, a default (or any event which with the giving of notice or lapse of time or both will be a default) under any Credit Party’s or its Subsidiaries’ debt instruments and other material agreements.

22

2.2 Conditions to All Borrowings. Except as otherwise expressly provided herein, no Lender or L/C Issuer shall be obligated to fund any Loan or incur any Letter of Credit Obligation, if, as of the date thereof:

(a) any representation or warranty by any Credit Party contained herein or in any other Loan Document is untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties were untrue or incorrect in any material respect (without duplication of any materiality qualifier contained therein) as of such earlier date), and Agent or Required Lenders have determined not to make such Loan or incur such Letter of Credit Obligation as a result of the fact that such warranty or representation is untrue or incorrect;

(b) any Default or Event of Default has occurred and is continuing or would reasonably be expected to result after giving effect to any Loan (or the incurrence of any Letter of Credit Obligation), and Agent or Required Revolving Lenders shall have determined not to make any Loan or incur any Letter of Credit Obligation as a result of that Default or Event of Default;

(c) after giving effect to any Loan (or the incurrence of any Letter of Credit Obligations), the aggregate outstanding amount of the Revolving Loans would exceed the Maximum Revolving Loan Balance; and

(d) solely with respect to the Borrowing of the Term Loans hereunder:

(i) the Borrower shall have delivered evidence to the satisfaction of Agent demonstrating that the ratio of (x) total Funded Indebtedness of the Credit Parties as of the date of such Borrowing and after giving effect to payment of all costs and expenses in connection with this Agreement, the funding of such Borrowing and all Revolving Loans then outstanding, to (y) Consolidated Adjusted EBITDA of the Borrower and its Subsidiaries for the twelve (12) month period ending September 30, 2012 shall be not greater than 6.00 to 1.00; and

(ii) Agent shall have received satisfactory evidence, including, without limitation, financial statements (actual and pro forma), projections and other evidence provided by Borrower, or reasonably requested by Agent, and a certificate of the chief financial officer of Borrower, certifying that before and after giving effect to (a) such initial Borrowing and all Revolving Loans and Letters of Credit then outstanding, (b) the disbursement of the proceeds of such Borrowing to or as directed by the Borrower and (c) the payment and accrual of all transaction costs in connection with this Agreement and the foregoing, the Credit Parties taken as a whole are Solvent.

The request by the Borrower and acceptance by the Borrower of the proceeds of any Loan or the incurrence of any Letter of Credit Obligations shall be deemed to constitute, as of the date thereof, (i) a representation and warranty by the Borrower that the conditions in this Section 2.2 have been satisfied and (ii) a reaffirmation by each Credit Party of the granting and continuance of Agent’s Liens, on behalf of itself and the Secured Parties, pursuant to the Collateral Documents.

23

ARTICLE III -

REPRESENTATIONS AND WARRANTIES

The Credit Parties, jointly and severally, represent and warrant to Agent and each Lender that the following are, and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents will be, true, correct and complete:

3.1 Corporate Existence and Power. Each Credit Party and each of their respective Subsidiaries:

(a) is a corporation, limited liability company or limited partnership, as applicable, duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, as applicable;

(b) has the power and authority and all governmental licenses, authorizations, Permits, consents and approvals to own its assets, carry on its business and execute, deliver, and perform its obligations under, the Loan Documents to which it is a party;

(c) is duly qualified as a foreign corporation, limited liability company or limited partnership, as applicable, and licensed and in good standing, under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification or license; and

(d) is in compliance with all Requirements of Law;

except, in each case referred to in clause (c) or clause (d), to the extent that the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

3.2 Corporate Authorization; No Contravention. The execution, delivery and performance by each of the Credit Parties of this Agreement and by each Credit Party and each of their respective Subsidiaries of any other Loan Document to which such Person is party, have been duly authorized by all necessary action, and do not and will not:

(a) contravene the terms of any of that Person’s Organization Documents;

(b) conflict with or result in any material breach or contravention of, or result in the creation of any Lien under, any document evidencing any material Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its Property is subject, other than those in favor of the Collateral Trustee for itself and the benefit of the Secured Parties (as defined in the Intercreditor Agreement); or

(c) violate any material Requirement of Law (including, without limitation, the Communications Laws) in any material respect.

24

3.3 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Credit Party or any Subsidiary of any Credit Party of this Agreement or any other Loan Document except (a) for recordings and filings in connection with the Liens granted to Agent under the Collateral Documents and (b) those obtained or made on or prior to the Closing Date.

3.4 Binding Effect. This Agreement and each other Loan Document to which any Credit Party or any Subsidiary of any Credit Party is a party constitute the legal, valid and binding obligations of each such Person which is a party thereto, enforceable against such Person in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to enforceability.

3.5 Litigation. Except as specifically disclosed in Schedule 3.5, there are no actions, suits, proceedings, claims or disputes pending, or to the best knowledge of each Credit Party, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, against any Credit Party, any Subsidiary of any Credit Party or any of their respective Properties which:

(a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby or thereby; or

(b) would reasonably be expected to result in a Material Adverse Effect.

No injunction, writ, temporary restraining order or any order of any nature has been issued by any court or other Governmental Authority purporting to enjoin or restrain the execution, delivery or performance of this Agreement or any other Loan Document, or directing that the transactions provided for herein or therein not be consummated as herein or therein provided. As of the Closing Date, no Credit Party or any Subsidiary of any Credit Party is the subject of an audit or, to each Credit Party’s knowledge, any review or investigation by any Governmental Authority (excluding the IRS and other taxing authorities) concerning the violation or possible violation in any material respect of any Requirement of Law.

3.6 No Default. No Default or Event of Default exists or would result from the incurring of any Obligations by any Credit Party or the grant or perfection of Collateral Trustee’s Liens on the Collateral or the consummation of the transactions contemplated by this Agreement and the other Loan Documents. No Credit Party and no Subsidiary of any Credit Party is in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such defaults, would reasonably be expected to have a Material Adverse Effect.

3.7 ERISA Compliance. Schedule 3.7 sets forth, as of the Closing Date, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, (b) all Multiemployer Plans and (c) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or

25

other Requirements of Law so qualifies. Except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (y) there are no existing or pending (or to the knowledge of any Credit Party, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Credit Party incurs or otherwise has or could have an obligation or any Liability and (z) no ERISA Event is reasonably expected to occur. On the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) remain outstanding.

3.8 Use of Proceeds; Margin Regulations. The proceeds of the Loans are intended to be and shall be used solely for the purposes set forth in and permitted by Section 4.10, and are intended to be and shall be used in compliance with Section 5.8. No Credit Party and no Subsidiary of any Credit Party is engaged in the business of purchasing or selling Margin Stock or extending credit for the purpose of purchasing or carrying Margin Stock. Proceeds of the Loans shall not be used for the purpose of purchasing or carrying Margin Stock in any manner that violates Regulation T, U of X of the Federal Reserve Board.

3.9 Title to Properties. As of the Closing Date, the Real Estate listed in Schedule 3.9 constitutes all of the Real Estate of each Credit Party and each of their respective Subsidiaries. Each of the Credit Parties and each of their respective Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all Real Estate, and good and valid title to all owned personal property and valid leasehold interests in all leased personal property, in each instance, necessary or used in the ordinary conduct of their respective businesses. None of the Property of any Credit Party or any Subsidiary of any Credit Party is subject to any Liens other than Permitted Liens. As of the Closing Date, Schedule 3.9 also describes any purchase options, rights of first refusal or other similar contractual rights pertaining to any Real Estate. All material permits required to have been issued or appropriate to enable the Real Estate to be lawfully occupied and used for all of the purposes for which it is currently occupied and used have been lawfully issued and are in full force and effect.

3.10 Taxes. All federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material respects, and all taxes, assessments and other governmental charges and impositions reflected therein have been paid prior to the date on which any Liability may be added thereto for non-payment thereof except for those contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves are maintained on the books of the appropriate Tax Affiliate in accordance with GAAP. As of the Closing Date, Borrower has received no notice that any Tax Return is under audit or examination by any Governmental Authority and no assertion of any claim for Taxes has been given or made by any Governmental Authority. Proper and accurate amounts have been withheld by each Tax Affiliate from their respective employees for all periods in full and complete compliance with the tax, social security and unemployment withholding provisions of applicable Requirements of Law and such withholdings have been timely paid to the respective Governmental Authorities. No Tax Affiliate has participated in a “reportable transaction” within the meaning of Treasury

Regulation Section 1.6011-4(b) or has been a member of an affiliated, combined or unitary group other than the group of which a Tax Affiliate is the common parent.

26

3.11 Financial Condition.

(a) Each of (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries dated December 31, 2011, and the related audited consolidated statements of income or operations, shareholders’ equity and cash flows for the Fiscal Year ended on that date and (ii) the unaudited interim consolidated balance sheet of the Borrower and its Subsidiaries dated September 30, 2012 and the related unaudited consolidated statements of income, shareholders’ equity and cash flows for the three fiscal months then ended:

(x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein, subject to, in the case of the unaudited interim financial statements, normal year-end adjustments and the lack of footnote disclosures; and

(y) present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of the dates thereof and results of operations for the periods covered thereby.

(b) Since December 31, 2011 there has been no Material Adverse Effect.

(c) The Credit Parties and their Subsidiaries have no Indebtedness other than Indebtedness permitted pursuant to Section 5.5 and have no Contingent Obligations other than Contingent Obligations permitted pursuant to Section 5.9.

(d) All financial performance projections delivered to Agent, including the financial performance projections delivered on or prior to the Closing Date, represent the Borrower’s good faith estimate of future financial performance and are based on assumptions believed by the Borrower to be fair and reasonable in light of current market conditions, it being acknowledged and agreed by Agent and Lenders that projections as to future events are not to be viewed as facts and that the actual results during the period or periods covered by such projections may differ from the projected results.

3.12 Environmental Matters. Except as set forth in Schedule 3.12 and except where any failures to comply would not reasonably be expected to result in, either individually or in the aggregate, Material Environmental Liabilities to the Credit Parties and their Subsidiaries, (a) the operations of each Credit Party and each Subsidiary of each Credit Party are and have been in compliance with all applicable Environmental Laws, including obtaining, maintaining and complying with all Permits required by any applicable Environmental Law, (b) no Credit Party and no Subsidiary of any Credit Party is party to, and no Credit Party and no Subsidiary of any Credit Party and no Real Estate currently (or to the knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such Person is subject to or the subject of, any Contractual Obligation or any pending (or, to the knowledge of any Credit Party, threatened) order, action, investigation, suit, proceeding, audit, claim, demand, dispute or notice of violation or of potential liability or similar notice relating in any manner to any Environmental Law, (c) no Lien in favor of any Governmental Authority

27

securing, in whole or in part, Environmental Liabilities has attached to any property of any Credit Party or any Subsidiary of any Credit Party and, to the knowledge of any Credit Party, no facts, circumstances or conditions exist that could reasonably be expected to result in any such Lien attaching to any such property, (d) no Credit Party and no Subsidiary of any Credit Party has caused or suffered to occur a Release of Hazardous Materials at, to or from any Real Estate, (e) all Real Estate currently (or to the knowledge of any Credit Party previously) owned, leased, subleased, operated or otherwise occupied by or for any such Credit Party and each Subsidiary of each Credit Party is free of contamination by any Hazardous Materials and (f) no Credit Party and no Subsidiary of any Credit Party (i) is or has been engaged in, or has permitted any current or former tenant to engage in, operations in violation of any Environmental Law or (ii) knows of any facts, circumstances or conditions reasonably constituting notice of a violation of any Environmental Law, including receipt of any information request or notice of potential responsibility under the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.) or similar Environmental Laws.

3.13 Regulated Entities. None of any Credit Party, any Person controlling any Credit Party, or any Subsidiary of any Credit Party, is (a) an “investment company” within the meaning of the Investment Company Act of 1940 or (b) subject to regulation under the Federal Power Act, the Interstate Commerce Act, any state public utilities code, or any other Federal or state statute, rule or regulation limiting its ability to incur Indebtedness, pledge its assets or perform its Obligations under the Loan Documents.

3.14 Solvency. Both before and after giving effect to (a) the Loans made and Letters of Credit Issued on or prior to the date this representation and warranty is made or remade, (b) the disbursement of the proceeds of such Loans to or as directed by the Borrower and (c) the payment and accrual of all transaction costs in connection with the foregoing, the Credit Parties taken as a whole are Solvent.

3.15 Labor Relations. There are no strikes, work stoppages, slowdowns or lockouts existing, pending (or, to the knowledge of any Credit Party, threatened) against or involving any Credit Party or any Subsidiary of any Credit Party, except for those that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.15, as of the Closing Date, (a) there is no collective bargaining or similar agreement with any union, labor organization, works council or similar representative covering any employee of any Credit Party or any Subsidiary of any Credit Party, (b) no petition for certification or election of any such representative is existing or pending with respect to any employee of any Credit Party or any Subsidiary of any Credit Party and (c) no such representative has sought certification or recognition with respect to any employee of any Credit Party or any Subsidiary of any Credit Party.

3.16 Intellectual Property. Each Credit Party and each Subsidiary of each Credit Party owns, or is licensed to use, all Intellectual Property necessary to conduct its business as currently conducted except for such Intellectual Property the failure of which to own or license would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of each Credit Party, (a) the conduct and operations of the businesses of each Credit Party and each Subsidiary of each Credit Party does not infringe, misappropriate, dilute, violate or otherwise impair any Intellectual Property owned by any other

28

Person and (b) no other Person has contested any right, title or interest of any Credit Party or any Subsidiary of any Credit Party in, or relating to, any Intellectual Property, other than, in each case, as cannot reasonably be expected to affect the Loan Documents and the transactions contemplated therein and would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

3.17 Brokers’ Fees; Transaction Fees. Except as disclosed on Schedule 3.17 and except for fees payable to Agent and Lenders, none of the Credit Parties or any of their respective Subsidiaries has any obligation to any Person in respect of any finder’s, broker’s or investment banker’s fee in connection with the transactions contemplated hereby.

3.18 Insurance. Each of the Credit Parties and each of their respective Subsidiaries and their respective Properties are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies of the size and character of the Credit Parties, engaged in similar businesses and owning similar Properties in localities where such Person operates. A true and complete listing of such insurance, including issuers, coverages and deductibles, as in effect on the Closing Date, has been provided to Agent.

3.19 Ventures, Subsidiaries and Affiliates; Outstanding Stock. Except as set forth in Schedule 3.19, as of the Closing Date, no Credit Party and no Subsidiary of any Credit Party has any Subsidiaries or is engaged in any joint venture or partnership with any other Person. All issued and outstanding Stock and Stock Equivalents of each of the Credit Parties and each of their respective Subsidiaries are duly authorized and validly issued, fully paid, non-assessable, and free and clear of all Liens other than, with respect to the Stock and Stock Equivalents of the Subsidiaries of the Borrower, those in favor of the Collateral Trustee. All such securities were issued in compliance with all applicable state and federal laws concerning the issuance of securities. All of the issued and outstanding Stock of each Credit Party (other than the Borrower) and each Subsidiary of each Credit Party is owned by each of the Persons and in the amounts set forth in Schedule 3.19. Except as set forth in Schedule 3.19, as of the Closing Date, there are no pre-emptive or other outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or Stock Equivalents or any Stock or Stock Equivalents of its Subsidiaries. Set forth in Schedule 3.19 is a true and complete organizational chart of the Borrower and all of its Subsidiaries as of the Closing Date, which the Credit Parties shall update upon notice to Agent promptly following the completion of any Permitted Acquisition and promptly following the incorporation, organization or formation of any Subsidiary.

3.20 Jurisdiction of Organization; Chief Executive Office. Schedule 3.20 lists each Credit Party’s jurisdiction of organization, legal name and organizational identification number, if any, and the location of such Credit Party’s chief executive office or sole place of business, in each case as of the date hereof, and such Schedule 3.20 also lists all jurisdictions of organization and legal names of such Credit Party for the five years preceding the Closing Date.

3.21 Deposit Accounts and Other Accounts. Schedule 3.21 lists all banks and other financial institutions at which any Credit Party maintains deposit or other accounts as of the Closing Date, and such Schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of the account, and the complete account number therefor.

29

3.22 Bonding. Except as set forth in Schedule 3.22, as of the Closing Date, no Credit Party is a party to or bound by any surety bond agreement, indemnification agreement therefor or bonding requirement with respect to products or services sold by it.

3.23 Full Disclosure. None of the representations or warranties made by any Credit Party or any of their Subsidiaries in the Loan Documents as of the date such representations and warranties are made or deemed made, and none of the statements contained in each exhibit, report, statement or certificate furnished by or on behalf of any Credit Party or any of their Subsidiaries in connection with the Loan Documents (including the offering and disclosure materials, if any, delivered by or on behalf of any Credit Party to Agent or the Lenders prior to the Closing Date), contains any untrue statement of a material fact or omits any material fact (known to Borrower, in the case of any document prepared and furnished by a Person other than Borrower or its Subsidiaries) required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading as of the time when made or delivered; provided that Borrower’s representation and warranty as to any forecast, projection or other statement regarding future performance, future financial results or other future development is limited to the fact that such forecast, projection or statement was prepared in good faith on the basis of information and assumptions that Borrower believed to be reasonable as of the date such material was prepared (it being understood that the projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower’s control, and that no assurance can be given that the projections will be realized).

3.24 Material Contracts. As of the Closing Date, all Material Contracts are set forth on Schedule 3.24 and each such Material Contract is in full force and effect and the Borrower has no knowledge of any pending amendments or threatened termination of any of the Material Contracts.

3.25 Station Licenses. As of the Closing Date, Schedule 3.25 lists all Station Licenses and the Credit Party or Subsidiary that is the licensee of each such Station License.

3.26 FCC Rules and Regulations.

(a) To their best knowledge, and after giving effect to any Permitted Acquisition, the operation of the businesses of Borrower and its Subsidiaries has complied or will comply, as the case may be, in all material respects with the Communications Act of 1934, as amended, and the rules, orders, regulations and other applicable requirements of the FCC (including without limitation the FCC’s rules, regulations and policies relating to the operation of transmitting and studio equipment) (collectively, the “Communications Laws”).

(b) The Station Licenses are all of the licenses, permits, permissions and other authorizations used or necessary to operate the radio and television stations as currently operated by Borrower and its Subsidiaries, and all Station Licenses have been validly issued in the name of Borrower or one of its Subsidiaries or, in the case of those Station Licenses being acquired in any Permitted Acquisition, an application will be made to the FCC for the granting of all

30

necessary consents to the assignment of such station licenses to Borrower or one of its Subsidiaries. Except as set forth on Schedule 3.26(b), the Station Licenses that have been issued are in full force and effect, are valid for the balance of the current license term (including any permitted extensions thereof), are unimpaired by any act or omissions of Borrower, its Subsidiaries or any of their employees, agents, officers, directors or stockholders, and are free and clear of any material restrictions that might limit the full operation of the radio and television stations operated by Borrower and its Subsidiaries, and have been so unimpaired for the full current license term. Except as set forth on Schedule 3.26(b), to the best of Borrower’s knowledge, there are no applications, proceedings or complaints pending or threatened that may have a Material Adverse Effect on the business or operation of such radio and television stations (other than proceedings that apply to the radio and television broadcast industry generally). Borrower is not aware of any reason why those of the Station Licenses subject to expiration might not be renewed in the ordinary course or of any reason why any of the Station Licenses might be revoked. No renewal of any Station License would constitute a major federal action having a significant effect on the human environment under Sections 1.1305 or 1.1307(b) of the FCC’s rules. All information contained in any pending applications for modification, extension or renewal of the Station Licenses or other applications filed with the FCC by Borrower or any of its Subsidiaries is true, complete and accurate in all material respects.

(c) Except as set forth in Schedule 3.26(c), Borrower and its Subsidiaries are in compliance with the FCC’s requirements for construction of digital television facilities for each of the full-service television stations owned and operated by Borrower and its Subsidiaries.

(d) Borrower and its Subsidiaries have timely elected must-carry or retransmission consent for carriage of the full-service television stations owned and operated by Borrower and its Subsidiaries on cable and DBS systems (“MVPDs”) during the election cycle ending on December 31, 2014, and such television stations are carried by such MVPD in accordance with such elections except where the failure to do so would not have a Material Adverse Effect.

(e) Effective as of the Closing Date, no MVPD, in connection with a full-service television station has (i) asserted, or maintains an assertion, to Borrower and its Subsidiaries any signal quality, copyright indemnity or other requirement of the Communications Laws that would prevent carriage of any full-service television station, (ii) declined or threatened to decline such carriage or failed to respond to a request for carriage or sought any form of relief from carriage from the FCC, or (iii) sought or obtained a modification to the geographic area in which any full-service television station is eligible for must-carry or retransmission consent rights under the Cable Act, except where any of the above arose from a retransmission consent agreement involving such full-service television station or would not have a Material Adverse Effect.

3.27 Senior Indebtedness. The Obligations constitute “Priority Bank Debt” of the Borrower under and as defined in the Senior Note Documents.

3.28 Foreign Assets Control Regulations and Anti-Money Laundering. Each Credit Party and each Subsidiary of each Credit Party is and will remain in compliance in all material respects with all U.S. economic sanctions laws, Executive Orders and implementing

31

regulations as promulgated by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), and all applicable anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act and all regulations issued pursuant to it. No Credit Party and no Subsidiary or Affiliate of a Credit Party (i) is a Person designated by the U.S. government on the list of the Specially Designated Nationals and Blocked Persons (the “SDN List”) with which a U.S. Person cannot deal with or otherwise engage in business transactions, (ii) is a Person who is otherwise the target of U.S. economic sanctions laws such that a U.S. Person cannot deal or otherwise engage in business transactions with such Person or (iii) is controlled by (including without limitation by virtue of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any person or entity on the SDN List or a foreign government that is the target of U.S. economic sanctions prohibitions such that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under U.S. law.

3.29 Patriot Act. The Credit Parties, each of their Subsidiaries and each of their Affiliates are in compliance with (a) the Trading with the Enemy Act, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B Chapter V, as amended) and any other enabling legislation or executive order relating thereto, (b) the Patriot Act and (c) other federal or state laws relating to “know your customer” and anti-money laundering rules and regulations. No part of the proceeds of any Loan will be used directly or indirectly for any payments to any government official or 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.

ARTICLE IV -

AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

4.1 Financial Statements. Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, a system of accounting established and administered in accordance with sound business practices to permit the preparation of financial statements in conformity with GAAP. The Borrower shall deliver to Agent and each Lender by Electronic Transmission and in detail reasonably satisfactory to Agent and the Required Lenders:

(a) as soon as available, but not later than ninety (90) days after the end of each Fiscal Year (commencing with the Fiscal Year ending December 31, 2012), a copy of the audited consolidated balance sheets of the Borrower and each of its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year, and accompanied by the report of McGladrey LLP or any other nationally-recognized independent public accounting firm reasonably

32

acceptable to Agent which report shall (i) contain an opinion that shall not be qualified as to scope of audit or going concern, stating that such consolidated financial statements present fairly in all material respects the financial position for the periods indicated in conformity with GAAP consistent with prior years and (ii) not include any explanatory paragraph expressing substantial doubt as to going concern status; and

(b) as soon as available, but not later than forty-five (45) days after the end of the first three Fiscal Quarters of each year (commencing with the Fiscal Quarter ending March 31, 2013), a copy of the unaudited consolidated balance sheets of the Borrower and each of its Subsidiaries, and the related consolidated statements of income and cash flows as of the end of such Fiscal Quarter and for the portion of the Fiscal Year then ended, all certified on behalf of the Borrower by an appropriate Responsible Officer of the Borrower as being complete and correct and fairly presenting, in all material respects, in accordance with GAAP, the financial position and the results of operations of the Borrower and its Subsidiaries, subject to normal year-end adjustments and absence of footnote disclosures.

4.2 Certificates; Other Information. The Borrower shall furnish to Agent and each Lender by Electronic Transmission:

(a) together with each delivery of financial statements pursuant to subsections 4.1(a) and 4.1(b), (i) a management discussion and analysis report, in reasonable detail, signed by the chief financial officer of the Borrower, describing the operations and financial condition of the Credit Parties and their Subsidiaries for the Fiscal Quarter and the portion of the Fiscal Year then ended (or for the Fiscal Year then ended in the case of annual financial statements), (ii) a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures from the most recent projections for the current Fiscal Year delivered pursuant to subsection 4.2(d) and discussing the reasons for any significant variations, and (iii) either (x) a schedule of all intercompany loan balances of the Borrower and its Subsidiaries or (y) a certification that there have been no changes to such balances since the last such schedule delivered to Agent and each Lender or that no intercompany loan balance exists;

(b) concurrently with the delivery of the financial statements referred to in subsections 4.1(a) and 4.1(b) above, a fully and properly completed Compliance Certificate in the form of Exhibit 4.2(b), certified on behalf of the Borrower by a Responsible Officer of the Borrower;

(c) promptly after the same are sent, copies of all financial statements and reports which any Credit Party sends to its shareholders or other equity holders, as applicable, generally and promptly after the same are filed, copies of all financial statements and regular, periodic or special reports which such Person may make to, or file with, the Securities and Exchange Commission or any successor or similar Governmental Authority;

(d) as soon as available and in any event no later than 75 days after the last day of each Fiscal Year of the Borrower, projections of the Credit Parties (and their Subsidiaries’) consolidated financial performance for the forthcoming three Fiscal Years (or, if shorter, for the period ending on the later of the Revolving Termination Date and the final scheduled installment payment date for the Term Loan) on a year by year basis, and for the forthcoming Fiscal Year on a quarter by quarter basis;

33

(e) promptly upon receipt thereof, copies of any reports submitted by the certified public accountants in connection with each annual, interim or special audit or review of any type of the financial statements or internal control systems of any Credit Party made by such accountants, including any comment letters submitted by such accountants to management of any Credit Party in connection with their services;

(f) from time to time, if Agent determines that obtaining appraisals is necessary in order for Agent or any Lender to comply with applicable laws or regulations (including any appraisals required to comply with FIRREA), and at any time if a Default or an Event of Default shall have occurred and be continuing, Agent may, or may require the Borrower to, in either case at the Borrower’s expense, obtain appraisals in form and substance and from appraisers reasonably satisfactory to Agent stating the then current fair market value of all or any portion of the personal property of any Credit Party or any Subsidiary of any Credit Party and the fair market value or such other value as determined by Agent (for example, replacement cost for purposes of Flood Insurance) of any Real Estate of any Credit Party or any Subsidiary of any Credit Party;

(g) promptly, such additional business, financial, corporate affairs, perfection certificates and other information as Agent may from time to time reasonably request;

(h) as soon as practicable, and in any event within ten (10) days after the last of the issuance, filing or receipt of: (i) copies of any order or notice of the FCC, any Governmental Authority or a court of competent jurisdiction which designates any Station License, or any application therefor, for a hearing or which refuses renewal or extension of, or revokes or suspends the authority of Borrower or any of its Subsidiaries to operate a full-service radio or full-service television Station or the authority of any full-service radio or full-service television stations to which the Borrower or any Subsidiary provides services under a Local Marketing or Time Brokerage Agreement, and (ii) any Notice of Violation or Notice of Apparent Liability for Forfeiture or Order to Show Cause related to a violation of the Communications Laws, issued by the FCC or other Governmental Authority or any material complaint filed with the FCC or other Governmental Authority, or a petition to deny any application filed by Borrower or a Subsidiary with the FCC, in each case with respect to Borrower or any of its Subsidiaries, and (iii) a copy of any notice or application by the Borrower or any of its Subsidiaries requesting authority to cease broadcasting for a period of more than thirty (30) days on any full-service radio or full-service television Station;

(i) as soon as practicable, and in any event within 30 days of its due date for filing with the FCC, a duplicate copy of each FCC Form 323 (or any comparable form which may be substituted therefor by the FCC) filed with the FCC with respect to each Station owned by Borrower or any of its Subsidiaries;

(j) to Agent, within two (2) Business Days after receipt thereof, copies of all amendments to Material Contracts; and

34

(k) 10 Business Days’ prior notice of the formation of any new Subsidiary or joint venture.

Documents required to be delivered pursuant to subsection 4.1(a) or (b) or subsection 4.2(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at www.entravision.com; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent, including without limitation any E-System and any website maintained by or for the Securities Exchange Commission); provided that: (i) the Borrower shall deliver paper copies of such documents to the Agent or any Lender that requests in writing the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Agent or such Lender and (ii) the Borrower shall notify the Agent of the posting of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificates required by subsection 4.2(b) to the Agent. Except for such Compliance Certificates, the Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

4.3 Notices. The Borrower shall notify promptly Agent and each Lender of each of the following (and in no event later than three (3) Business Days after a Responsible Officer becomes aware thereof):

(a) the occurrence or existence of any Default or Event of Default;

(b) any breach or non-performance of, or any default under, any Contractual Obligation of any Credit Party or any Subsidiary of any Credit Party, or any violation of, or non-compliance with, any Requirement of Law, which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect, including a description of such breach, non-performance, default, violation or non-compliance and the steps, if any, such Person has taken, is taking or proposes to take in respect thereof;

(c) any dispute, litigation, investigation, proceeding or suspension which may exist at any time between any Credit Party or any Subsidiary of any Credit Party and any Governmental Authority which would reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect;

(d) the commencement of, or any material development in, any litigation or proceeding affecting any Credit Party or any Subsidiary of any Credit Party (i) in which the amount of damages claimed would reasonably be expected to have a Material Adverse Effect, (ii) in which injunctive or similar relief is sought and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect, or (iii) in which the relief sought is an injunction or other stay of the performance of this Agreement, any other Loan Document or any Senior Note Document;

35

(e) (i) the receipt by any Credit Party of any notice of violation of or potential liability or similar notice under Environmental Law, (ii)(A) unpermitted Releases, (B) the existence of any condition that could reasonably be expected to result in violations of or Liabilities under, any Environmental Law or (C) the commencement of, or any material change to, any action, investigation, suit, proceeding, audit, claim, demand, dispute alleging a violation of or Liability under any Environmental Law which in the case of clauses (A), (B) and (C) above, in the aggregate for all such clauses, would reasonably be expected to result in Material Environmental Liabilities, (iii) the receipt by any Credit Party of notification that any property of any Credit Party is subject to any Lien in favor of any Governmental Authority securing, in whole or in part, Environmental Liabilities and (iv) any proposed acquisition or lease of Real Estate, if such acquisition or lease would have a reasonable likelihood of resulting in Material Environmental Liabilities;

(f) (i) on or prior to any filing by any ERISA Affiliate of any notice of any reportable event under Section 4043 of ERISA or intent to terminate any Title IV Plan, a copy of such notice, (ii) promptly, and in any event within ten (10) days, after any officer of any ERISA Affiliate knows or has reason to know that a request for a minimum funding waiver under Section 412 of the Code has been filed with respect to any Title IV Plan or Multiemployer Plan, a notice describing such waiver request and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notice filed with the PBGC or the IRS pertaining thereto, and (iii) promptly, and in any event within ten (10) days after any officer of any ERISA Affiliate knows or has reason to know that an ERISA Event will or has occurred, a notice describing such ERISA Event, and any action that any ERISA Affiliate proposes to take with respect thereto, together with a copy of any notices received from or filed with the PBGC, IRS, Multiemployer Plan or other Benefit Plan pertaining thereto;

(g) any Material Adverse Effect subsequent to the date of the most recent audited financial statements delivered to Agent and Lenders pursuant to this Agreement;

(h) any material change in accounting policies or financial reporting practices by any Credit Party or any Subsidiary of any Credit Party (unless such change would be reported in materials filed with the SEC);

(i) any labor controversy resulting in or threatening to result in any strike, work stoppage, boycott, shutdown or other labor disruption against or involving any Credit Party or any Subsidiary of any Credit Party if the same would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(j) the creation, establishment or acquisition of any Subsidiary or the issuance by or to any Credit Party of any Stock or Stock Equivalent (other than issuances by the Borrower of Stock or Stock Equivalents not requiring a mandatory prepayment hereunder); and

36

(k) (i) the creation, or filing with the IRS or any other Governmental Authority, of any Contractual Obligation or other document extending, or having the effect of extending, the period for assessment or collection of any income, franchise or other material taxes with respect to any Tax Affiliate and (ii) the creation of any Contractual Obligation of any Tax Affiliate, or the receipt of any request directed to any Tax Affiliate, to make any adjustment under Section 481(a) of the Code, by reason of a change in accounting method or otherwise, which would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Each notice pursuant to this Section shall be in electronic form accompanied by a statement by a Responsible Officer of the Borrower, setting forth details of the occurrence referred to therein, and stating what action the Borrower or other Person proposes to take with respect thereto and at what time. Each notice under subsection 4.3(a) shall describe with particularity any and all clauses or provisions of this Agreement or other Loan Document that have been breached or violated.

4.4 Preservation of Corporate Existence, Etc. Each Credit Party shall, and shall cause each of its Subsidiaries to:

(a) preserve and maintain in full force and effect its organizational existence and good standing under the laws of its jurisdiction of incorporation, organization or formation, as applicable, except, with respect to the Borrower’s Subsidiaries, in connection with transactions permitted by Section 5.3;

(b) preserve and maintain in full force and effect all rights, privileges, qualifications, permits, licenses and franchises necessary in the normal conduct of its business except in connection with transactions permitted by Section 5.3 and sales of assets permitted by Section 5.2 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect;

(c) use its commercially reasonable efforts, in the Ordinary Course of Business, to preserve its business organization and preserve the goodwill and business of the customers, suppliers and others having material business relations with it;

(d) preserve or renew all of its registered trademarks, trade names and service marks, the non-preservation of which would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(e) conduct its business and affairs without infringement of or interference with any Intellectual Property of any other Person that would reasonably be expected to result in a Material Adverse Effect, and shall comply in all material respects with the terms of its IP Licenses that are material and necessary to the conduct of the businesses of the Credit Parties.

4.5 Maintenance of Property. Each Credit Party shall maintain, and shall cause each of its Subsidiaries to maintain, and preserve all its Property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and shall make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

37

4.6 Insurance.

(a) Each Credit Party shall, and shall cause each of its Subsidiaries to, (i) maintain or cause to be maintained in full force and effect all policies of insurance of any kind with respect to the property and businesses of the Credit Parties and such Subsidiaries of a nature and providing such coverage as is sufficient and as is customarily carried by businesses of the size and character of the business of the Credit Parties, engaged in similar businesses and owning similar Properties in localities where such Person operates and consistent in all material respects with the coverage maintained on the Closing Date, (ii) cause all such insurance relating to any property or business of any Credit Party to name Agent as additional insured or loss payee, as appropriate, and (iii) deliver insurance certificates or other evidence of the renewal or obtainment of new insurance policies on at least an annual basis. All policies of insurance on real and personal property of the Credit Parties will contain an endorsement, in form and substance acceptable to Agent, showing loss payable to Collateral Trustee (Form CP 1218 or equivalent). Such endorsement, or an independent instrument furnished to Agent, will provide that the insurance companies will give Agent at least 45 days’ prior written notice before any such policy or policies of insurance shall be altered or canceled and that no act or default of the Credit Parties or any other Person shall affect the right of Agent to recover under such policy or policies of insurance in case of loss or damage. Each Credit Party shall direct all present and future insurers under its “All Risk” policies of property insurance to pay all proceeds payable thereunder directly to Collateral Trustee. If any insurance proceeds are paid by check, draft or other instrument payable to any Credit Party and Agent or Collateral Trustee jointly, Agent or Collateral Trustee may endorse such Credit Party’s name thereon and do such other things as Agent or Collateral Trustee may deem advisable to reduce the same to cash. Notwithstanding the requirement in subsection (i) above, Federal Flood Insurance shall not be required for (x) Real Estate not located in a Special Flood Hazard Area, or (y) Real Estate located in a Special Flood Hazard Area in a community that does not participate in the National Flood Insurance Program.

(b) Unless the Credit Parties provide Agent with evidence of the insurance coverage required by this Agreement, Agent may purchase insurance at the Credit Parties’ expense to protect Agent’s and Lenders’ interests, including interests in the Credit Parties’ and their Subsidiaries’ properties. This insurance may, but need not, protect the Credit Parties’ and their Subsidiaries’ interests. The coverage that Agent purchases may not pay any claim that any Credit Party or any Subsidiary of any Credit Party makes or any claim that is made against such Credit Party or any Subsidiary in connection with said Property. The Borrower may later cancel any insurance purchased by Agent, but only after providing Agent with evidence that there has been obtained insurance as required by this Agreement. If Agent purchases insurance, the Credit Parties will be responsible for the costs of that insurance, including interest and any other charges Agent may impose in connection with the placement of insurance, until the effective date of the cancellation or expiration of the insurance. The costs of the insurance shall be added to the Obligations. The costs of the insurance may be more than the cost of insurance the Borrower may be able to obtain on its own.

38

4.7 Payment of Obligations. Such Credit Party shall, and shall cause each of its Subsidiaries to, pay, discharge and perform as the same shall become due and payable or required to be performed:

(a) all tax liabilities, assessments and governmental charges or levies upon it or its Property, unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person;

(b) all lawful claims which, if unpaid, would by law become a Lien not constituting a Permitted Lien upon its Property unless the same are being contested in good faith by appropriate proceedings diligently prosecuted which stay the imposition or enforcement of any Lien and for which adequate reserves in accordance with GAAP are being maintained by such Person;

(c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained herein, in any other Loan Documents and/or in any instrument or agreement evidencing such Indebtedness to the extent the failure to do so would otherwise result in an Event of Default;

(d) the performance of all obligations under any Contractual Obligation to such Credit Party or any of its Subsidiaries is bound, or to which it or any of its Property is subject, including the Senior Note Documents, except where the failure to perform would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect; and

(e) payments to the extent necessary to avoid the imposition of a Lien with respect to, or the involuntary termination of any underfunded Benefit Plan.

4.8 Compliance with Laws. Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law (including, without limitation, the Communications Laws) of any Governmental Authority having jurisdiction over it or its business, except where the failure to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

4.9 Inspection of Property and Books and Records. Each Credit Party shall maintain and shall cause each of its Subsidiaries to maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of such Person. Each Credit Party shall, and shall cause each of its Subsidiaries to, with respect to each owned, leased, or controlled property, during normal business hours and upon reasonable advance notice (unless an Event of Default shall have occurred and be continuing, in which event no notice shall be required and Agent shall have access at any and all times during the continuance thereof): (a) provide access to such property to Agent and any of its Related Persons, as frequently as Agent reasonably determines to be appropriate; and (b) permit Agent and any of its Related Persons to conduct field examinations, audit, inspect, and make extracts and copies (or take originals if reasonably necessary) from all of such Credit Party’s books and records, and evaluate and make physical verifications and appraisals of the Inventory and other Collateral in any manner and through any medium that Agent considers advisable, in each instance, at the Credit Parties’ expense; provided that the Credit Parties shall only be obligated to reimburse Agent for the expenses of one such field examination, audit and inspection per calendar year unless an Event of Default has occurred and is continuing. Any Lender may accompany Agent or its Related Persons in connection with any inspection at such Lender’s expense.

39

4.10 Use of Proceeds. The Borrower shall use the proceeds of the Loans solely as follows: (a) in the case of the Term Loans, to (i) refinance all of the outstanding indebtedness of the Borrower and its Subsidiaries under the Existing Credit Agreement and (ii) together with $20,000,000 of cash on hand of the Borrower redeem $40,000,000 of the Borrower’s Senior Notes within 30 days after the Closing Date; provided that Borrower shall deliver an officer’s certificate to Agent on the date of such redemption in form and substance reasonably satisfactory to Agent evidencing such redemption and (b) in the case of the Revolving Credit Facility, after the Closing Date, to (i) provide for working capital, capital expenditures and other general corporate purposes of the Borrower and (ii) from time to time fund a portion of certain acquisitions, in each case subject to the terms and conditions set forth herein, in each case not in contravention of any Requirement of Law and not in violation of this Agreement.

4.11 Cash Management Systems. Each Credit Party shall enter into, and cause each depository, securities intermediary or commodities intermediary to enter into, Control Agreements with respect to each deposit, securities, commodity or similar account maintained by such Person (other than (i) any payroll account so long as such payroll account is a zero balance account and withholding tax, benefits and fiduciary accounts and (ii) other deposit accounts with an aggregate credit balance of less than $2,000,000) as of or after the Closing Date.

4.12 Landlord Agreements. After the occurrence and during the continuation of an Event of Default, at the Agent’s request, each Credit Party shall use commercially reasonable efforts to obtain a landlord agreement or bailee or mortgagee waivers, as applicable, from the lessor of each leased property, bailee in possession of any Collateral or mortgagee of any owned property with respect to each location where any Collateral is stored or located, which agreement shall be reasonably satisfactory in form and substance to Agent.

4.13 Further Assurances.

(a) Each Credit Party shall ensure that all written information, exhibits and reports furnished to Agent, Collateral Trustee or the Lenders do not and will not contain any untrue statement of a material fact and do not and will not omit to state any material fact or any fact (known to Borrower, in the case of any document prepared and furnished by a Person other than Borrower or its Subsidiaries) necessary to make the statements contained therein not misleading in light of the circumstances in which made, and will promptly disclose to Agent, Collateral Trustee and the Lenders and correct any defect or error that may be discovered therein or in any Loan Document or in the execution, acknowledgement or recordation thereof; provided that Borrower’s representation and warranty as to any forecast, projection or other statement regarding future performance, future financial results or other future development is limited to the fact that such forecast, projection or statement was prepared in good faith on the basis of information and assumptions that Borrower believed to be reasonable as of the date such material was prepared (it being understood that the projections are subject to significant uncertainties and contingencies, many of which are beyond Borrower’s control, and that no assurance can be given that the projections will be realized).

40

(b) Promptly upon request by Agent, the Credit Parties shall (and, subject to the limitations hereinafter set forth, shall cause each of their Subsidiaries to) take such additional actions and execute such documents as Agent may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement or any other Loan Document, (ii) to subject to the Liens created by any of the Collateral Documents any of the Properties, rights or interests covered by any of the Collateral Documents, (iii) to perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and the Liens intended to be created thereby, and (iv) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document. Without limiting the generality of the foregoing and except as otherwise approved in writing by Required Lenders, the Credit Parties shall cause each of their Domestic Wholly-Owned Subsidiaries (other than Domestic Subsidiaries owned indirectly through a Foreign Subsidiary) to guaranty the Obligations and to cause each such Subsidiary to grant to Collateral Trustee, for the benefit of the Secured Parties, a security interest in, subject to the limitations hereinafter set forth, all of such Subsidiary’s Property to secure such guaranty. Furthermore and except as otherwise approved in writing by Required Lenders, each Credit Party shall, and shall cause each of its Domestic Wholly-Owned Subsidiaries (other than Domestic Subsidiaries owned indirectly through a Foreign Subsidiary) to, pledge all of the Stock and Stock Equivalents of each of its Domestic Subsidiaries (other than Domestic Subsidiaries owned indirectly through a Foreign Subsidiary) and First Tier Foreign Subsidiaries (provided that with respect to any First Tier Foreign Subsidiary, if a 956 Impact exists such pledge shall be limited to sixty-six percent (66%) of such Foreign Subsidiary’s outstanding voting Stock and Stock Equivalents and one hundred percent (100%) of such Foreign Subsidiary’s outstanding non-voting Stock and Stock Equivalents), in each instance, to Collateral Trustee, for the benefit of the Secured Parties, to secure the Obligations. In connection with each pledge of Stock and Stock Equivalents, the Credit Parties shall deliver, or cause to be delivered, to Collateral Trustee, irrevocable proxies and stock powers and/or assignments, as applicable, duly executed in blank. In the event any Credit Party acquires any fee interest in Real Estate with a fair market value in excess of $5,000,000, simultaneously with such acquisition, such Person shall (1) notify Agent of such acquisition, which notice shall include a detailed description of such Real Estate and a representation from Borrower that, to its knowledge, such acquisition shall not result in a Default or Event of Default and (2) execute and/or deliver, or cause to be executed and/or delivered, to Agent, (v) an appraisal complying with FIRREA, (w) within forty-five (45) days of receipt of notice from Agent that Real Estate is located in a Special Flood Hazard Area, Federal Flood Insurance as required by subsection 4.6(a), (x) a fully executed Mortgage, in form and substance reasonably satisfactory to Agent together with an A.L.T.A. lender’s title insurance policy issued by a title insurer reasonably satisfactory to Agent, in form and substance and in an amount reasonably satisfactory to Agent insuring that the Mortgage is a valid and enforceable first priority Lien on the respective property, free and clear of all defects, encumbrances and Liens, (y) then current A.L.T.A. surveys, certified to Agent and Collateral Trustee by a licensed surveyor sufficient to allow the issuer of the lender’s title insurance policy to issue such policy without a survey exception and (z) an environmental site assessment prepared by a qualified firm reasonably acceptable to Agent, in form and substance satisfactory to Agent. A “956 Impact” will be deemed to exist to the extent the pledge of greater than two-thirds of the voting Stock and Stock Equivalents of a Foreign Subsidiary would result in any incremental income tax liability as a result of the application of Section 956 of the Code. In addition to the obligations set forth in subsections 4.6(a) and 4.13(b)(w), within forty-five (45) days after written notice from Agent to the Credit Parties that any Real Estate is located in a Special Flood Hazard Area, the Credit Parties shall satisfy the Federal Flood Insurance requirements of subsection 4.6(a).

41

4.14 Environmental Matters. Each Credit Party shall, and shall cause each of its Subsidiaries to, comply with, and maintain its Real Estate, whether owned, leased, subleased or otherwise operated or occupied, in compliance with all applicable Environmental Laws (including by implementing any Remedial Action necessary to achieve such compliance) or that is required by orders and directives of any Governmental Authority except where the failure to comply would not reasonably be expected to, individually or in the aggregate, result in a Material Environmental Liability. Without limiting the foregoing, upon the acquisition by any Credit Party of any fee interests in excess of $5,000,000, in Real Estate following the Closing Date or if an Event of Default is continuing or if Agent at any time has a reasonable basis to believe that there exist violations of Environmental Laws by any Credit Party or any Subsidiary of any Credit Party or that there exist any Environmental Liabilities, then each Credit Party shall, promptly upon receipt of request from Agent, cause the performance of, and allow Agent and its Related Persons access to such Real Estate for the purpose of conducting, such environmental audits and assessments, including subsurface sampling of soil and groundwater, and cause the preparation of such reports, in each case as Agent may from time to time reasonably request; provided that Agent shall make no more than one such request per property per year. Such audits, assessments and reports, to the extent not conducted by Agent or any of its Related Persons, shall be conducted and prepared by reputable environmental consulting firms reasonably acceptable to Agent and shall be in form and substance reasonably acceptable to Agent.

4.15 License Subsidiaries. All FCC Licenses shall be held by one or more License Subsidiaries (and any License Subsidiary may own more than one FCC License). Borrower shall cause each License Subsidiary to (i) observe all customary corporate, company or partnership formalities regarding its legal existence, (ii) not commingle its properties with those of its Affiliates or any other Person (provided, that the use by any Credit Party of an FCC License owned by another Credit Party shall not constitute commingling for purposes of this clause), (iii) accurately maintain its own bank accounts and separate books and records in accordance with GAAP, (iv) pay its own liabilities from its own separate assets, (v) not make loans to or assume or guaranty the obligations of any Person (other than pursuant to the Guaranties and the applicable guaranties of the Senior Notes or other Priority Lien Debt) and (vi) otherwise be operated in such a manner that the separate legal existence of such License Subsidiary will not be disregarded in any insolvency or other legal proceeding.

4.16 Station Licenses. Borrower and each of its License Subsidiaries shall at all times maintain the Station Licenses and all other licenses, permits, permissions and other authorizations used or necessary to operate the radio and television Stations as currently operated by Borrower and its License Subsidiaries as currently conducted or as the Borrower may in the future operate those assets consistent with its Permitted Businesses.

4.17 Digital Authorization. Borrower and each of its License Subsidiaries shall take all actions required to maintain the digital authorizations of all of their television stations in full force and effect, including, but not limited to, filing and vigorously prosecuting timely requests for extensions of such digital authorizations.

42

4.18 Local Service. If for any reason, upon commencement by a provider of direct broadcast satellite services (currently DIRECTV, Inc. and Dish Network L.L.C.) of “local-into-local” service within the Nielsen Designated Market Area where any of Borrower’s or its License Subsidiaries’ full-service television Stations are authorized to operate and such full-service television Station is not automatically entitled to carriage, pursuant to any retransmission consent agreement that Borrower and its License Subsidiaries is a party to with DIRECTV, Inc. or Dish Network, L.L.C., then the affected License Subsidiary shall timely elect must-carry treatment on such DBS service, unless prohibited by any Affiliation Agreement that the Borrower and the affected License Subsidiary is a party to.

ARTICLE V -

NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

5.1 Limitation on Liens. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, make, create, incur, assume or suffer to exist any Lien upon or with respect to any part of its Property, whether now owned or hereafter acquired, other than the following (“Permitted Liens”):

(a) any Lien existing on the Property of a Credit Party or a Subsidiary of a Credit Party on the Closing Date and set forth in Schedule 5.1 securing Indebtedness outstanding on such date and permitted by subsection 5.5(c);

(b) any Lien created under any Loan Document;

(c) any Lien securing the Senior Notes or the guarantees thereof;

(d) Liens securing Hedging Obligations of the Company or any Subsidiary (i) that are incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, or (ii) securing letters of credit that support such Hedging Obligations;

(e) any extension, renewal or replacement, in whole or in part, of any Lien described in the foregoing clauses (a), (c) and (d); provided that any such extension, renewal or replacement shall be no more restrictive in any material respect than the Lien so extended, renewed or replaced and shall not extend in any material respect to any additional property or assets;

(f) Liens for taxes, fees, assessments or other governmental charges (i) which are not past due or remain payable without penalty, or (ii) the non-payment of which is permitted by Section 4.7;

43

(g) carriers’, warehousemen’s, mechanics’, landlords’, materialmen’s, repairmen’s or other similar Liens arising in the Ordinary Course of Business which are not delinquent for more than ninety (90) days or remain payable without penalty or which are being contested in good faith and by appropriate proceedings diligently prosecuted, which proceedings have the effect of preventing the forfeiture or sale of the Property subject thereto and for which adequate reserves in accordance with GAAP are being maintained;

(h) Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other social security legislation or to secure the performance of tenders, statutory obligations, surety, stay, customs and appeals bonds, bids, leases, governmental contract, trade contracts, performance and return of money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money) or to secure liability to insurance carriers;

(i) Liens consisting of judgment or judicial attachment liens (other than for payment of taxes, assessments or other governmental charges) not giving rise to an Event of Default, and notices of lis pendens and associated rights related to litigation being contested in good faith by appropriate proceedings and for which adequate reserves have been made;

(j) survey exceptions (including, without limitation, an exception on a policy of title insurance for all matters that would be revealed by an accurate survey), encumbrances, easements, rights-of-way, zoning and other restrictions, minor defects or other irregularities in title, and other similar encumbrances incurred in the Ordinary Course of Business which, either individually or in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the Property subject thereto or interfere in any material respect with the ordinary conduct of the businesses of any Credit Party or any Subsidiary of any Credit Party;

(k) Liens on any Property acquired or held by any Credit Party or any Subsidiary of any Credit Party securing Indebtedness incurred or assumed for the purpose of financing (or refinancing) all or any part of the cost of acquiring such Property and permitted under subsection 5.5(d); provided that (i) any such Lien attaches to such Property concurrently with or within one hundred eighty (180) days after the acquisition thereof, (ii) such Lien attaches solely to the Property so acquired in such transaction and the proceeds thereof, and (iii) the principal amount of the debt secured thereby does not exceed 100% of the cost of such Property;

(l) Liens on property of a Person existing at the time such property was acquired or Person is merged with, or acquired by, or into or consolidated with the Borrower or any other Credit Party; provided that such Liens were in existence prior to the contemplation of such asset acquisition or such merger, consolidation or acquisition and do not extend to any assets other than those of the Person merged into or consolidated with, or acquired by, the Borrower or such other Credit Party;

(m) Liens securing Capital Lease Obligations or mortgage financings permitted under subsection 5.5(d);

44

(n) Liens arising from precautionary uniform commercial code financing statements filed under any lease permitted by this Agreement;

(o) non-exclusive licenses and sublicenses granted by a Credit Party or any Subsidiary of a Credit Party and leases and subleases (by a Credit Party or any Subsidiary of a Credit Party as lessor or sublessor) to third parties in the Ordinary Course of Business not interfering with the business of the Credit Parties or any of their Subsidiaries;

(p) Liens in favor of collecting banks arising under Section 4-210 of the Uniform Commercial Code or, with respect to collecting banks located in the State of New York, under Section 4-208 of the Uniform Commercial Code;

(q) Liens (including the right of set-off, revocation, refund or chargeback) in favor of a bank or other depository institution arising as a matter of law encumbering deposits;

(r) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Borrower or any Subsidiary of the Borrower in the Ordinary Course of Business;

(s) Liens in favor of customs and revenue authorities arising as a matter of law which secure payment of customs duties in connection with the importation of goods in the Ordinary Course of Business;

(t) Liens in favor of the Borrower or any Guarantor so long as such Liens are subordinated to the Liens in favor of the Collateral Trustee on terms satisfactory to the Agent;

(u) Liens securing Permitted Refinancings so long as such Liens comply with the definition thereof;

(v) Liens on property or assets securing Indebtedness used to defease or to satisfy and discharge the Senior Notes, so long as such Indebtedness would meet the definition of a Permitted Refinancing but for the fact that it will be used to defease or satisfy and discharge, as opposed to refinance, the Senior Notes;

(w) Liens securing (a) Indebtedness of the Borrower or any Guarantor that are pari passu with the Liens securing Priority Lien Debt; provided that, after giving effect to the granting of such Liens, the Consolidated Secured Leverage Ratio (excluding Indebtedness secured by Liens that are subordinated or junior to the Liens securing the Priority Lien Debt) would be no greater than 4 to 1; provided, further, that after giving effect to all secured Indebtedness of the Borrower and its Subsidiaries, the Consolidated Secured Leverage Ratio would be no greater than 5 to 1; and (b) Indebtedness of the Borrower or any Guarantor that are subordinated or junior to the Liens securing Priority Lien Debt; provided that, after giving effect to the granting of such Liens, the Consolidated Secured Leverage Ratio would be no greater than 5 to 1;

(x) Liens securing obligations that do not exceed $10,000,000 at any one time outstanding;

45

(y) Liens, deposits or pledges to secure public or statutory obligations, surety, stay, appeal, indemnity, performance or other similar bonds or obligations; and Liens, deposits or pledges in lieu of such bonds or obligations, or to secure such bonds or obligations, or to secure letters of credit in lieu of or supporting the payment of such bonds or obligations;

(z) any interest or title of a lessor, licensor or sublicensor in the property subject to any lease, license or sublicense (other than any property that is the subject of a sale leaseback transaction);

(aa) Liens of franchisors in the Ordinary Course of Business not securing Indebtedness; and

(bb) Liens on assets of Subsidiaries that are not Guarantors securing Indebtedness of such Subsidiaries permitted to be incurred under Section 5.5.

5.2 Disposition of Assets. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one or a series of transactions) any Property (including the Stock of any Subsidiary of any Credit Party, whether in a public or private offering or otherwise, and accounts and notes receivable, with or without recourse), except:

(a) dispositions of inventory, equipment or other property, all in the Ordinary Course of Business;

(b) dispositions not otherwise permitted hereunder which are made for fair market value and the mandatory prepayment in the amount of the Net Proceeds of such disposition is made if and to the extent required by Section 1.8; provided, that (i) at the time of any disposition, no Event of Default shall exist or shall result from such disposition, (ii) not less than 75% of the aggregate sales price from such disposition shall be paid in cash, Cash Equivalents, replacement assets, any liabilities of the Borrower or any Subsidiary as shown on the Borrower’s or such Subsidiary’s most recent balance sheet (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Obligations and liabilities to the extent owed to the Borrower or any Affiliate of the Borrower) that are assumed by the transferee of any such assets or Stock and for which the Borrower and all of its Subsidiaries have been validly released by all creditors in writing, or any combination of the foregoing, and (iii) after giving effect to such disposition, the Credit Parties are in compliance with the covenants set forth in Article VI and no Trigger Event shall have occurred, in each case on a pro forma basis recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;

(c) dispositions of Cash Equivalents;

(d) transactions permitted under subsection 5.1(o);

(e) transactions permitted under subsection 5.4(h);

(f) any single transaction or series of related transactions that involves assets or Stock having a Fair Market Value of less than $5,000,000; provided that after giving effect to such disposition, no Trigger Event shall have occurred, on a pro forma basis recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;

46

(g) a transfer of assets that is governed by Section 5.3;

(h) a transfer of assets or Stock between or among the Borrower and any other Credit Party;

(i) an issuance of Stock by a Subsidiary of the Borrower to the Borrower or to another Subsidiary of the Borrower; provided, that any Domestic Subsidiary that is owned directly by a Credit Party shall not issue any Stock to a Subsidiary that is not a Credit Party;

(j) a transfer of accounts receivable in connection with the compromise, settlement or collection thereof in the Ordinary Course of Business or in bankruptcy or similar proceedings;

(k) a transfer that constitutes a Restricted Payment that is permitted by Section 5.11 or an Investment permitted by Section 5.4;

(l) the creation of a Lien not prohibited by this Agreement (but not the sale of property subject to a Lien); and

(m) a grant of a license to use the Borrower’s or any Subsidiary’s patents, trade secrets, know-how or other intellectual property to the extent that such license does not limit the licensor’s use of the patent, trade secret, know-how or other intellectual property.

5.3 Consolidations and Mergers. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except Permitted Acquisitions and except upon not less than five (5) Business Days prior written notice to Agent, (a) any Subsidiary of the Borrower may merge with, or dissolve or liquidate into, a Wholly-Owned Subsidiary of the Borrower which is a Domestic Subsidiary; provided that such Wholly-Owned Subsidiary which is a Domestic Subsidiary shall be the continuing or surviving entity and all actions reasonably required by Agent, including actions required to maintain perfected Liens on the Stock of the surviving entity and other Collateral in favor of Collateral Trustee, shall have been completed, and (b) any Foreign Subsidiary may merge with or dissolve or liquidate into another Foreign Subsidiary; provided if a First Tier Foreign Subsidiary is a constituent entity in such merger, dissolution or liquidation, such First Tier Foreign Subsidiary shall be the continuing or surviving entity.

5.4 Loans and Investments. No Credit Party shall and no Credit Party shall suffer or permit any of its Subsidiaries to (i) purchase or acquire any Stock or Stock Equivalents, or any obligations or other securities of, or any interest in, any Person, or (ii) make any Acquisitions, including without limitation, by way of merger, consolidation or other combination or (iii) make or purchase any advance, loan, extension of credit or capital contribution to or any other investment in, any Person including the Borrower, any Affiliate of the Borrower or any Subsidiary of the Borrower (the items described in clauses (i), (ii) and (iii) are referred to as “Investments”), except for:

47

(a) Investments in cash and Cash Equivalents;

(b) Investments consisting of (i) capital contributions by Borrower in then existing Credit Parties or capital contributions by any Credit Party (other than Borrower) in any other then existing Credit Party (other than Borrower) and (ii) extensions of credit by any Credit Party to any other Credit Party; provided, if such extensions of credit are evidenced by notes, such notes shall be pledged to Collateral Trustee, for the benefit of the Secured Parties, and have such terms as Agent may reasonably require;

(c) loans and advances to employees in the Ordinary Course of Business not to exceed $1,000,000 in the aggregate at any time outstanding;

(d) Investments received as the non-cash portion of consideration received in connection with transactions permitted pursuant to Section 5.2;

(e) Investments acquired in connection with the settlement of delinquent Accounts in the Ordinary Course of Business or in connection with the bankruptcy or reorganization of suppliers or customers;

(f) advances to customers or suppliers in the Ordinary Course of Business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Borrower and endorsements for collection or deposit arising in the Ordinary Course of Business;

(g) [Intentionally omitted];

(h) commission, payroll, travel and similar advances to officers and employees of the Borrower or any Subsidiary that are expected at the time of such advance ultimately to be recorded as an expense in conformity with GAAP;

(i) Investments existing on the Closing Date and set forth on Schedule 5.4;

(j) Asset Swaps, so long as (i) such Asset Swap is made on an arms-length basis and the Borrower 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 Stock issued or sold or otherwise disposed of and (ii) the Borrower or such Subsidiary complies with Section 4.13 with respect to any assets acquired;

(k) Permitted Acquisitions;

(l) Hedging Obligations that are designed solely to protect the Credit Parties and their Subsidiaries against fluctuations in interest rates, commodity prices or foreign currency exchange rates (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder;

48

(m) (i) stock, obligations or securities received in satisfaction of judgments, foreclosure of Liens or settlement of Indebtedness and (ii) any Investments received in compromise of obligations of any trade creditor or customer that were incurred in the Ordinary Course of Business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any such Person;

(n) Investments in connection with time brokerage and other similar agreements with independently owned broadcast properties, not to exceed $10,000,000 at any time;

(o) additional Investments (other than Permitted Acquisitions) not referred to in any other clause of this Section 5.4; 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 $20,000,000 and (ii) at the time of making any such Investment, no Default shall have occurred or be continuing or would result therefrom and the Agent shall have received a pro forma Compliance Certificate to such effect;

(p) loans to members of management of the Borrower or any Subsidiary, the proceeds of which are used for a concurrent purchase of Stock of the Borrower or a capital contribution to the Borrower, in an aggregate amount not in excess of $5,000,000; and

(q) other Investments that, together with all Restricted Payments made after the Closing Date, do not violate the terms of the Senior Note Agreement;

provided, that, Investments (other than Permitted Acquisitions) permitted under this Section 5.4 in Foreign Subsidiaries shall not exceed $2,000,000 in the aggregate.

5.5 Limitation on Indebtedness. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume, permit to exist, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:

(a) the Obligations;

(b) Indebtedness consisting of Contingent Obligations described in clause (i) of the definition thereof and permitted pursuant to Section 5.9;

(c) Indebtedness existing on the Closing Date and set forth in Schedule 5.5 including Permitted Refinancings thereof;

(d) Indebtedness not to exceed $40,000,000 in the aggregate at any time outstanding (i) consisting of Capital Lease Obligations or mortgage financings and (ii) secured by Liens permitted by subsections 5.1(k) and 5.1(m) and Permitted Refinancings thereof;

49

(e) Indebtedness secured by Liens permitted by subsection 5.1(l) and Permitted Refinancings thereof;

(f) unsecured intercompany Indebtedness permitted pursuant to subsection 5.4(b);

(g) Indebtedness not to exceed $363,796,000 in the aggregate, plus any accrued and unpaid interest thereon, at any time outstanding evidenced by the Senior Notes issued pursuant to the Senior Note Agreement;

(h) other Indebtedness not exceeding in the aggregate at any time outstanding $25,000,000;

(i) Permitted Refinancing of Indebtedness in exchange for, or the net cash proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by 5.5(a), (c) or (g);

(j) Indebtedness owing to and held by the Borrower or any other Credit Party; provided, however, that:

(i) if the Borrower or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated in right of payment to the prior payment in full in cash of the Obligations; and

(ii) any event that results in any such Indebtedness being held by a Person other than the Borrower or a Credit Party (except for any pledge of such Indebtedness constituting a Permitted Lien until the pledgee commences actions to foreclose on such Indebtedness) will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Borrower or such Credit Party, as the case may be, that was not permitted by this clause (j);

(k) the guarantee by the Borrower or any other Credit Party of Indebtedness of the Borrower or a Credit Party that was permitted to be incurred by another provision of this Section 5.5;

(l) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Borrower or any other Credit Party pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Stock of a Credit Party (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Stock of a Credit Party for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Borrower or any other Credit Party in connection with such disposition;

(m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the Ordinary Course of Business, provided, however, that such Indebtedness is extinguished within five Business Days of its incurrence;

50

(n) Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the Ordinary Course of Business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims; provided that, upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(o) Indebtedness to the extent the net cash proceeds thereof are promptly deposited to defease or to satisfy and discharge the Senior Notes, so long as such Indebtedness would meet the definition of a Permitted Refinancing but for the fact that it will be used to defease or satisfy and discharge, as opposed to refinance, the Senior Notes; and

(p) additional Indebtedness, so long as no Event of Default has occurred or is continuing or would result therefrom (including pro forma compliance with Article VI hereof).

5.6 Transactions with Affiliates. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, enter into any transaction with any Affiliate of Borrower or of any such Subsidiary, except:

(a) as expressly permitted by this Agreement;

(b) transactions between or among the Credit Parties;

(c) Restricted Payments that are permitted by Section 5.11;

(d) any issuance or sale of Stock (other than Disqualified Stock) of the Borrower;

(e) transactions pursuant to agreements or arrangements in effect on the date hereof as set forth in Schedule 5.6, or any amendment, modification, or supplement thereto or replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, is no less favorable, taken as a whole, to the Credit Parties than the agreement or arrangement in existence on the date hereof;

(f) payments by the Borrower (and any direct or indirect parent thereof) and its Subsidiaries pursuant to tax sharing agreements among the Borrower (and any such parent) and its Subsidiaries on customary terms to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries; provided that in each case the amount of such payments in any fiscal year does not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes for such fiscal year were the Borrower and its Subsidiaries (to the extent described above) to pay such taxes separately from any such parent entity;

(g) payment of reasonable and customary fees to, and reasonable and customary indemnification arrangements and similar payments on behalf of, directors of the Borrower or any Subsidiary thereof;

51

(h) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Borrower or any Subsidiary with officers and employees of the Borrower or any Subsidiary thereof and the payment of compensation to officers and employees of the Borrower or any Subsidiary thereof (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), so long as such agreement or payment have been approved by a majority of the disinterested members of the Borrower’s board of directors;

(i) additional affiliation agreements and/or joint sale agreements with Univision, any purchase or sale by Univision of the Borrower’s Stock and/or any other agreements or arrangements entered into with Univision in connection with the conduct of the Borrower’s businesses; provided, that for any such other agreement or arrangement that (i) is outside of the Borrower’s ordinary course of conduct, including conduct that is not inconsistent with the Borrower’s past practice (and subject to Section 5.12), and (ii) involves aggregate consideration in excess of $10,000,000, Borrower will deliver to Agent a resolution of the board of directors of the Borrower set forth in a certificate of an officer of the Borrower certifying that such transaction is fair and reasonable to the Borrower; and

(j) upon fair and reasonable terms no less favorable to such Credit Party or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person not an Affiliate of the Borrower or such Subsidiary.

5.7 Intentionally Omitted.

5.8 Use of Proceeds. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, use any portion of the Loan proceeds, directly or indirectly, to purchase or carry Margin Stock or repay or otherwise refinance Indebtedness of any Credit Party or others incurred to purchase or carry Margin Stock, or otherwise in any manner which is in contravention of any Requirement of Law or in violation of this Agreement.

5.9 Contingent Obligations. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Contingent Obligations except in respect of the Obligations and except:

(a) endorsements for collection or deposit in the Ordinary Course of Business;

(b) Rate Contracts entered into in the Ordinary Course of Business for bona fide hedging purposes and not for speculation with Agent’s prior written consent;

(c) Contingent Obligations of the Credit Parties and their Subsidiaries existing as of the Closing Date and listed in Schedule 5.9, including extension and renewals thereof which do not increase the amount of such Contingent Obligations or impose materially more restrictive or adverse terms on the Credit Parties or their Subsidiaries as compared to the terms of the Contingent Obligation being renewed or extended;

(d) Contingent Obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to Agent or Collateral Trustee title insurance policies;

52

(e) Contingent Obligations arising with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions permitted hereunder and (ii) purchasers in connection with dispositions permitted under subsection 5.2(b);

(f) Contingent Obligations arising under Letters of Credit;

(g) Contingent Obligations arising under guarantees of obligations that are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent;

(h) Contingent Obligations incurred in the Ordinary Course of Business with respect to surety and appeals bonds, performance bonds and other similar obligations; and

(i) other Contingent Obligations not exceeding $2,500,000 in the aggregate at any time outstanding.

5.10 Compliance with ERISA. No ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien on any asset of a Credit Party or a Subsidiary of a Credit Party with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, have a Material Adverse Effect. No Credit Party shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan.

5.11 Restricted Payments. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding or (iii) make any non-scheduled payment or voluntary prepayment of principal of, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, the Senior Notes or any Subordinated Indebtedness (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Subsidiary of Borrower may declare and pay dividends to its holders on a pro-rata basis, and except that:

(a) the Borrower may declare and make dividend payments or other distributions payable solely in its Stock or Stock Equivalents;

(b) the Borrower may redeem from officers, directors and employees Stock and Stock Equivalents provided all of the following conditions are satisfied:

(i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment;

(ii) after giving effect to such Restricted Payment, the Total Net Leverage Ratio is at least 1.0x better than the maximum Total Net Leverage Ratio set forth in Section 6.1 (regardless of whether such covenant applies at such time) on a pro forma basis, recomputed for the most recent Fiscal Quarter for which financial statements have been delivered;

53

(iii) the aggregate Restricted Payments permitted under this subsection (b) in any calendar year shall not exceed $3,000,000 (provided, that unused amounts in any calendar year may be carried over to succeeding years, but in no event may aggregate Restricted Payments permitted under this subsection (b) in any calendar year exceed $5,000,000); and

(iv) after giving effect to such Restricted Payment, Availability is not less than $10,000,000;

(c) the Borrower may (i) make and consummate any offer to purchase required to be made in accordance with the Senior Note Agreement and (ii) otherwise make any non-scheduled payment or voluntary prepayment of principal of, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to any or all of the Senior Notes in accordance with the Senior Note Agreement, but only to the extent that no Event of Default has occurred and is continuing or would result therefrom;

(d) the Borrower may make any Restricted Payment in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Borrower or a substantially concurrent sale (other than to a Subsidiary of the Borrower) of, Stock (other than Disqualified Stock) of the Borrower;

(e) the Borrower may redeem, repurchase, defease or make any other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Obligations in exchange for or with the net cash proceeds from a substantially concurrent incurrence (other than to a Subsidiary of the Borrower) of, a Permitted Refinancing;

(f) the Borrower may make any repurchase of Stock deemed to occur upon the exercise of options or warrants to the extent that such Stock represents all or a portion of the exercise price thereof and applicable withholding taxes, if any;

(g) the Borrower may make any payment of cash in lieu of fractional Stock pursuant to the exchange or conversion of any exchangeable or convertible securities; provided, that such payment shall not be for the purpose of evading the limitations of this covenant (as determined by the board of directors of the Borrower in good faith);

(h) the Borrower may make loans to members of management of the Borrower or any Subsidiary, the proceeds of which are used for a concurrent purchase of Stock of the Borrower or a capital contribution to the Borrower, in an aggregate amount not in excess of $5,000,000;

(i) the Borrower may make other Restricted Payments in an aggregate amount not to exceed $10,000,000; and

(j) the Borrower may make other Restricted Payments that, together with Investments made pursuant to Section 5.4 hereof, do not violate the terms of the Senior Note Agreement.

54

5.12 Change in Business. The Borrower will not, and will not permit any Subsidiary to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Borrower and its Subsidiaries taken as a whole.

5.13 Change in Structure. Except as expressly permitted under Section 5.3, no Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to amend any of its Organization Documents in any manner that is materially adverse to Agent or Lenders.

5.14 Changes in Accounting, Name and Jurisdiction of Organization. No Credit Party shall, and no Credit Party shall suffer or permit any of its Subsidiaries to, (i) make any significant change in accounting treatment or reporting practices, except as permitted by GAAP, (ii) change the Fiscal Year or method for determining Fiscal Quarters of any Credit Party or of any consolidated Subsidiary of any Credit Party, (iii) change its name as it appears in official filings in its jurisdiction of organization or (iv) change its jurisdiction of organization, in the case of clauses (iii) and (iv), without at least twenty (20) days’ prior written notice to Agent and completion of all actions required by Agent, including those to continue the perfection of its Liens.

5.15 Amendments to Senior Note Documents; Senior Notes and Subordinated Indebtedness. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries directly or indirectly to, change or amend the terms of any (i) Senior Note Documents except to the extent permitted by the Intercreditor Agreement or (ii) any Subordinated Indebtedness if the effect of such change or amendment is to: (A) increase the interest rate on such Indebtedness; (B) shorten the dates upon which payments of principal or interest are due on such Indebtedness; (C) add or change in a manner adverse to the Credit Parties any event of default or add or make more restrictive any covenant with respect to such Indebtedness; (D) change in a manner adverse to the Credit Parties the prepayment provisions of such Indebtedness; (E) change the subordination provisions thereof (or the subordination terms of any guaranty thereof); or (F) change or amend any other term if such change or amendment would materially increase the obligations of the Credit Parties or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Credit Parties, Agent or Lenders.

5.16 No Negative Pledges.

(a) No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual restriction or encumbrance of any kind on the ability of any Credit Party or Subsidiary to pay dividends or make any other distribution on any of such Credit Party’s or Subsidiary’s Stock or Stock Equivalents (it being understood that the priority of any preferred Stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on common Stock shall not be deemed a restriction on the ability to make distributions on Stock) or to pay fees, including management fees, or make other payments and distributions to the Borrower or any other Credit Party. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, directly or indirectly, enter into, assume or become subject to any Contractual Obligation prohibiting or otherwise restricting the existence of any Lien upon any of its assets in favor of the Collateral Trustee, whether now owned or hereafter acquired except in connection with any document or instrument governing Liens permitted pursuant to subsections 5.1(k) and 5.1(l) provided, that any such restriction contained therein relates only to the asset or assets subject to such permitted Liens.

55

(b) No Credit Party shall issue any Stock or Stock Equivalents (i) if such issuance would result in an Event of Default under subsection 7.1(k) and (ii) other than Stock or Stock Equivalents issued by the Borrower, unless such Stock and Stock Equivalents are pledged to the Collateral Trustee, for the benefit of the Secured Parties, as security for the Obligations, on substantially the same terms and conditions as the Stock and Stock Equivalents of the Credit Parties owned by the Borrower are pledged to the Collateral Trustee as of the Closing Date.

(c) The foregoing restrictions in clauses (a) and (b) shall not apply to restrictions or encumbrances:

(i) existing under, by reason of or with respect to the Senior Note Agreement as in effect on the Closing Date, existing Indebtedness or any other agreements in effect on the Closing Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, are not less favorable, taken as a whole, to the Credit Parties than those contained in the Senior Note Agreement, existing Indebtedness or such other agreements, as the case may be, as in effect on the Closing Date;

(ii) set forth in this Agreement or any other Loan Document;

(iii) existing under or by reason of applicable law, rule, regulation or order;

(iv) with respect to any Person or the property or assets of a Person acquired by any Credit Party or any Subsidiary thereof existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof; provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings, are not less favorable, taken as a whole, to the applicable Person than those in effect on the date of the acquisition;

(v) that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset;

(vi) existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of any Credit Party or any Subsidiary thereof not otherwise prohibited by this Agreement;

56

(vii) arising or agreed to in the Ordinary Course of Business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of any Credit Party or any Subsidiary thereof in any manner material to any Credit Party or any Subsidiary thereof;

(viii) existing under, by reason of or with respect to any agreement for the sale or other disposition of all or substantially all of the Stock of, or property and assets of, a Subsidiary that restrict distributions or transfers by that Subsidiary pending such sale or other disposition;

(ix) on cash or other deposits or net worth, which encumbrances or restrictions are imposed by customers or suppliers or required by insurance, surety or bonding companies, in each case, under contracts entered into in the Ordinary Course of Business;

(x) arising from customary provisions in joint venture agreements and other similar agreements entered into in the Ordinary Course of Business and which the board of directors of the Borrower determines in good faith will not adversely affect the Borrower’s ability to make payments of principal or interest on the Obligations; and

(xi) under Indebtedness of a Subsidiary permitted to be incurred under this Agreement, which encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred and (A) which the board of directors of the Borrower determines in good faith will not adversely affect the Borrower’s ability to make payments of principal or interest on the Obligations or (B) which the board of directors of the Borrower determines in good faith is not materially more restrictive than this Agreement.

5.17 OFAC; Patriot Act. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to fail to comply with the laws, regulations and executive orders referred to in Section 3.28 and Section 3.29.

5.18 Intentionally Omitted.

5.19 Hazardous Materials. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, cause or suffer to exist any Release of any Hazardous Material at, to or from any Real Estate that would violate any Environmental Law, form the basis for any Environmental Liabilities or otherwise adversely affect the value or marketability of any Real Estate (whether or not owned by any Credit Party or any Subsidiary of any Credit Party), other than such violations, Environmental Liabilities and effects that would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

5.20 License Subsidiaries. No License Subsidiary shall (i) engage in any business (other than (x) the holding of the FCC Licenses, (y) actions required to maintain such FCC Licenses in full force and effect, and (z) actions required to maintain its separate corporate, company, partnership or other legal existence or to perform its obligations under any of the Loan Documents to which it is a party), (ii) own any assets (other than FCC Licenses), (iii) create or permit to exist any Liens on any of its assets except Liens granted in favor of the Collateral

57

Trustee for the benefit of the Secured Parties, or (iv) incur any obligations or incur any other Indebtedness or guaranteed Indebtedness (other than the Obligations). No Credit Party, other than a License Subsidiary, shall hold any FCC License material to the operation of the business of the Borrower and its Subsidiaries (other than any authorizations from the FCC related to delivering programming in a foreign country, which authorizations may be held by Borrower).

5.21 Communications Authorizations. The Borrower and the License Subsidiaries shall operate their businesses in accordance with the Communications Laws and the terms and conditions of the Station Licenses. No Credit Party shall fail to file any report or application or pay any regulatory, or filing fee pertaining to the business of the Borrower and its Subsidiaries which is required to be filed with or paid to the FCC. No Credit Party shall take any action that would or could cause the FCC to institute any proceedings for the cancellation, revocation, non-renewal, short-term renewal or adverse modification of any of the Station Licenses or take or permit to be taken any other action within its control that would or could result in material non-compliance with the requirements of the Communications Laws.

ARTICLE VI -

FINANCIAL COVENANTS

Each Credit Party covenants and agrees that, so long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation (other than contingent indemnification Obligations to the extent no claim giving rise thereto has been asserted) shall remain unpaid or unsatisfied:

6.1 Total Net Leverage Ratio. The Credit Parties shall not permit the Total Net Leverage Ratio as of the last day of any Fiscal Quarter of the Credit Parties to be greater than 7.00 to 1.00; provided, however, that this covenant shall not be applicable on any such date unless Revolving Loans in excess of $3,000,000 are outstanding on such date (excluding (1) undrawn Letters of Credit and (2) unfunded L/C Reimbursement Obligations due to the L/C Issuers in respect thereof and any Revolving Loans deemed to be made under Section 1.1(c)(vi)(2) up to an aggregate principal amount of $3,000,000), and if such covenant is not applicable, the provisions of the Compliance Certificate requiring the calculations contemplated by this Article VI need not be delivered. “Total Net Leverage Ratio” shall be calculated in the manner set forth in Exhibit 4.2(b).

ARTICLE VII -

EVENTS OF DEFAULT

7.1 Event of Default. Any of the following shall constitute an “Event of Default”:

(a) Non-Payment. Any Credit Party fails (i) to pay when and as required to be paid herein, any amount of principal of any Loan, including after maturity of the Loans, or to pay any L/C Reimbursement Obligation or (ii) to pay within three (3) Business Days after the same shall become due, interest on any Loan, any fee or any other amount payable hereunder or pursuant to any other Loan Document; or

58

(b) Representation or Warranty. Any representation, warranty or certification by or on behalf of any Credit Party or any of its Subsidiaries made or deemed made herein, in any other Loan Document, or which is contained in any certificate, document or financial or other statement by any such Person, or their respective Responsible Officers, furnished at any time under this Agreement, or in or under any other Loan Document, shall prove to have been incorrect in any material respect (without duplication of other materiality qualifiers contained therein) on or as of the date made or deemed made; or

(c) Specific Defaults. Any Credit Party fails to perform or observe any term, covenant or agreement contained in any of subsection 4.3(a) or 9.10(d), Sections 4.6, 4.9, 4.10, Article V or Article VI hereof; or

(d) Other Defaults. Any Credit Party or Subsidiary of any Credit Party fails to perform or observe any other term, covenant or agreement contained in this Agreement or any other Loan Document, and such default shall continue unremedied for a period of thirty (30) days (or ten (10) days in the case of subsection 4.2(a), 4.2(b), 4.2(d) or Section 4.1) after the earlier to occur of (i) the date upon which a Responsible Officer of any Credit Party becomes aware of such default and (ii) the date upon which written notice thereof is given to the Borrower by Agent or Required Lenders; or

(e) Cross-Default. Any Credit Party or any Subsidiary of any Credit Party (i) fails to make any payment in respect of any Indebtedness (other than the Obligations) or Contingent Obligation having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $5,000,000 when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) and such failure continues after the applicable grace or notice period, if any, specified in the document relating thereto on the date of such failure; or (ii) fails to perform or observe any other condition or covenant, or any other event shall occur or condition exist, under any agreement or instrument relating to any such Indebtedness or Contingent Obligation, if the effect of such failure, event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause such Indebtedness to be declared to be due and payable prior to its stated maturity (without regard to any subordination terms with respect thereto), or such Contingent Obligation to become payable or cash collateral in respect thereof to be demanded; or

(f) Insolvency; Voluntary Proceedings. The Credit Parties and their Subsidiaries on a consolidated basis, cease or fail, to be Solvent, or any Credit Party or any Subsidiary of any Credit Party: (i) generally fails to pay, or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any, whether at stated maturity or otherwise; (ii) voluntarily ceases to conduct its business in the ordinary course; (iii) commences any Insolvency Proceeding with respect to itself, except with respect to any Subsidiaries that are not, individually or collectively, a Significant Subsidiary; or (iv) takes any action to effectuate or authorize any of the foregoing; or

59

(g) Involuntary Proceedings. (i) Any involuntary Insolvency Proceeding is commenced or filed against any Credit Party or any Subsidiary of any Credit Party, or any writ, judgment, warrant of attachment, execution or similar process, is issued or levied against a substantial part of any such Person’s Properties, and any such proceeding or petition shall not be dismissed, or such writ, judgment, warrant of attachment, execution or similar process shall not be released, vacated or fully bonded within sixty (60) days after commencement, filing or levy; (ii) any Credit Party or any Subsidiary of any Credit Party admits the material allegations of a petition against it in any Insolvency Proceeding, or an order for relief (or similar order under non-U.S. law) is ordered in any Insolvency Proceeding; or (iii) any Credit Party or any Subsidiary of any Credit Party acquiesces in the appointment of a receiver, trustee, custodian, conservator, liquidator, mortgagee in possession (or agent therefor), or other similar Person for itself or a substantial portion of its Property or business; or

(h) Monetary Judgments. One or more judgments, non-interlocutory orders, decrees or arbitration awards shall be entered against any one or more of the Credit Parties or any of their respective Subsidiaries involving in the aggregate a liability of $5,000,000 or more (excluding amounts covered by insurance to the extent the relevant independent third-party insurer has not denied coverage therefor), and the same shall remain unsatisfied, unvacated and unstayed pending appeal for a period of thirty (30) days after the entry thereof; or

(i) Non-Monetary Judgments. One or more non-monetary judgments, orders or decrees shall be rendered against any one or more of the Credit Parties or any of their respective Subsidiaries which has or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, and there shall be any period of ten (10) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(j) Collateral. Any material provision of any Loan Document shall for any reason cease to be valid and binding on or enforceable against any Credit Party or any Subsidiary of any Credit Party party thereto or any Credit Party or any Subsidiary of any Credit Party shall so state in writing or bring an action to limit its obligations or liabilities thereunder; or any Collateral Document shall for any reason (other than pursuant to the terms thereof) cease to create a valid security interest in the Collateral purported to be covered thereby or such security interest shall for any reason (other than the failure of Agent or Collateral Trustee to take any action within its control) cease to be a perfected and first priority security interest subject only to Permitted Liens; or

(k) Ownership. The occurrence of any of the following:

(i) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Borrower and its Subsidiaries, taken as a whole, to any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) other than one or more Permitted Holders or Related Parties of Permitted Holders;

(ii) the adoption of a plan relating to the liquidation or dissolution of the Borrower;

60

(iii) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act), other than one or more Permitted Holders or Related Parties of Permitted Holders, (a) becomes the Beneficial Owner, directly or indirectly, of 30% or more of the voting power of the Voting Stock of the Borrower and (b) (i) at such time, the Permitted Holders Beneficially Own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of the Borrower than such other person or group and (ii) at such time, the Permitted Holders do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of the Borrower;

(iv) the first day on which a majority of the members of the board of directors of the Borrower are not Continuing Directors; or

(v) the Borrower consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Borrower, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Borrower is converted into or exchanged for cash, securities or other property, other than any such transaction where (A) the Voting Stock of the Borrower outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the voting power of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (B) immediately after such transaction, no “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than the Permitted Holders and any Related Party of a Permitted Holder, (a) becomes, directly or indirectly, the Beneficial Owner of 30% or more of the voting power of the Voting Stock of the surviving or transferee Person and (b) (i) at such time, the Permitted Holders Beneficially Own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the Voting Stock of the surviving or transferee Person than such other person or group and (ii) at such time, the Permitted Holders do not have the right or ability by voting power, contract or otherwise to elect or designate for election a majority of the board of directors of the surviving or transferee Person.

(l) Invalidity of Intercreditor Provisions. The Intercreditor Agreement or any agreement or instrument governing the Senior Notes or any Subordinated Indebtedness shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect, or any Person shall contest in any manner the validity or enforceability thereof or deny that it has any further liability or obligation thereunder, or the Obligations, for any reason shall not have the priority contemplated by this Agreement or the Intercreditor Agreement.

(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

61

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 subsection 7.1(m), “Material Media License” shall mean a Media License the loss of which could reasonably be expected to have a Material Adverse Effect).

(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.

(o) Any Affiliation Agreement which relates to any broadcast facility of the Borrower 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), in either case relating to a broadcast facility accounting for more than 10% of the Borrower’s Pro Forma EBITDA as of the Fiscal Quarter ending immediately prior to such termination, revocation or non-renewal.

7.2 Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and shall at the request of the Required Lenders:

(a) declare all or any portion of the Commitment of each Lender to make Loans or of the L/C Issuer to issue Letters of Credit to be suspended or terminated, whereupon such Commitments shall forthwith be suspended or terminated;

(b) declare all or any portion of the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable; without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by each Credit Party; and/or

(c) exercise (or direct the Collateral Trustee to exercise) on behalf of itself and the Lenders all rights and remedies available to it, the Collateral Trustee and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of any event specified in subsection 7.1(f) or 7.1(g) above (in the case of clause (i) of subsection 7.1(g) upon the expiration of the sixty (60) day period mentioned therein), the obligation of each Lender to make Loans and the obligation of the L/C Issuer to issue Letters of Credit shall automatically terminate and the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of Agent, any Lender or the L/C Issuer.

7.3 Rights Not Exclusive. The rights provided for in this Agreement and the other Loan Documents are cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter arising.

62

7.4 Cash Collateral for Letters of Credit. If an Event of Default has occurred and is continuing, this Agreement (or the Revolving Loan Commitment) shall be terminated for any reason or if otherwise required by the terms hereof, Agent may, and upon request of Required Revolving Lenders, shall, demand (which demand shall be deemed to have been delivered automatically upon any acceleration of the Loans and other obligations hereunder pursuant to Section 7.2), and the Borrower shall thereupon deliver to Agent, to be held for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, an amount of cash equal to 105% of the amount of Letter of Credit Obligations as additional collateral security for Obligations in respect of any outstanding Letter of Credit. Agent may at any time apply any or all of such cash and cash collateral to the payment of any or all of the Credit Parties’ Obligations in respect of any Letters of Credit. Pending such application, Agent may (but shall not be obligated to) invest the same in an interest bearing account in Agent’s name, for the benefit of the L/C Issuer, Agent and the Lenders entitled thereto, under which deposits are available for immediate withdrawal, at such bank or financial institution as the L/C Issuer and Agent may, in their discretion, select.

7.5 Government Approval. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any foreclosure on, sale, transfer or other disposition of any Collateral or any other action taken or proposed to be taken hereunder that would affect the operational, voting, or other control of any Credit Party or affect the ownership of the Station Licenses shall be pursuant to the Communications Laws and, if and to the extent required thereby, subject to the prior consent of the FCC and any other applicable Governmental Authority. Notwithstanding anything to the contrary contained herein, Agent, Collateral Trustee and Lenders shall not take any action pursuant hereto that would constitute or result in any assignment of the Station Licenses or transfer of control of any Credit Party or License Subsidiary if such assignment or transfer of control would require, under then existing law (including the Communications Laws), the prior consent of the FCC, without first obtaining such consent of the FCC and notifying the FCC of the consummation of such assignment or transfer of control (to the extent required to do so). Each Credit Party agrees to take any lawful action which the Agent may request in order to obtain and enjoy the full rights and benefits granted to the Agent, Collateral Trustee and Lenders by this Agreement, including specifically, after the occurrence and during the continuance of an Event of Default, the use of such Credit Party’s best efforts to assist in obtaining any consent of the FCC and any other Governmental Authority that is then required under the Communications Laws or under any other law for any action or transaction contemplated by this Agreement, including, without limitation, the sale or transfer of Collateral. Such efforts shall include, without limitation, sharing with Agent any FCC registration numbers, account numbers and passwords for the FCC’s CDBS System and preparing, certifying and filing (or causing to be prepared, certified and filed) with the FCC any portion of any application or applications for consent to the assignment of the Station Licenses or transfer of control of any Credit Party or License Subsidiary required to be filed under the Communications Laws for approval of any sale or transfer of Collateral and/or the Station Licenses, as the case may be.

63

ARTICLE VIII -

AGENT

8.1 Appointment and Duties.

(a) Appointment of Agent. Each Lender and each L/C Issuer hereby appoints GE Capital (together with any successor Agent pursuant to Section 8.9) as Agent hereunder and authorizes Agent to (i) execute and deliver the Loan Documents and accept delivery thereof on its behalf from any Credit Party, (ii) take such action on its behalf and to exercise all rights, powers and remedies and perform the duties as are expressly delegated to Agent under such Loan Documents and (iii) exercise such powers as are reasonably incidental thereto.

(b) Duties as Collateral Trustee and Disbursing Agent. Without limiting the generality of clause (a) above, Agent shall have the sole and exclusive right and authority (to the exclusion of the Lenders and L/C Issuers), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Lenders and the L/C Issuers with respect to all payments and collections arising in connection with the Loan Documents (including in any proceeding described in subsection 7.1(g) or any other bankruptcy, insolvency or similar proceeding), and each Person making any payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in subsection 7.1(f) or (g) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person), (iii) act as collateral agent or collateral trustee for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Loan Documents, (vi) except as may be otherwise specified in any Loan Document, exercise all remedies given to Agent and the other Secured Parties with respect to the Credit Parties and/or the Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Loan Documents on behalf of any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that Agent hereby appoints, authorizes and directs each Lender and L/C Issuer to act as collateral sub-agent for Agent, the Lenders and the L/C Issuers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Lender or L/C Issuer, and may further authorize and direct the Lenders and the L/C Issuers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent, and each Lender and L/C Issuer hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

(c) Limited Duties. Under the Loan Documents, Agent (i) is acting solely on behalf of the Secured Parties (except to the limited extent provided in subsection 1.4(b) with respect to the Register), with duties that are entirely administrative in nature, notwithstanding the use of the defined term “Agent”, the terms “agent”, “Agent”, “collateral agent” and “collateral trustee” and similar terms in any Loan Document to refer to Agent, which terms are used for title

64

purposes only, (ii) is not assuming any obligation under any Loan Document other than as expressly set forth therein or any role as agent, fiduciary or trustee of or for any Lender, L/C Issuer or any other Person and (iii) shall have no implied functions, responsibilities, duties, obligations or other liabilities under any Loan Document, and each Secured Party, by accepting the benefits of the Loan Documents, hereby waives and agrees not to assert any claim against Agent based on the roles, duties and legal relationships expressly disclaimed in clauses (i) through (iii) above.

8.2 Binding Effect. Each Secured Party, by accepting the benefits of the Loan Documents, agrees that (i) any action taken by Agent, Collateral Trustee or the Required Lenders (or, if expressly required hereby, a greater proportion of the Lenders) in accordance with the provisions of the Loan Documents, (ii) any action taken by Agent or Collateral Trustee in reliance upon the instructions of Required Lenders (or, where so required, such greater proportion) and (iii) the exercise by Agent, Collateral Trustee or the Required Lenders (or, where so required, such greater proportion) of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of the Secured Parties.

8.3 Use of Discretion.

(a) No Action without Instructions. Agent shall not be required to exercise any discretion or take, or to omit to take, any action, including with respect to enforcement or collection, except any action it is required to take or omit to take (i) under any Loan Document or (ii) pursuant to instructions from the Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders).

(b) Right Not to Follow Certain Instructions. Notwithstanding clause (a) above, Agent shall not be required to take, or to omit to take, any action (i) unless, upon demand, Agent receives an indemnification satisfactory to it from the Lenders (or, to the extent applicable and acceptable to Agent, any other Person) against all Liabilities that, by reason of such action or omission, may be imposed on, incurred by or asserted against Agent or any Related Person thereof or (ii) that is, in the opinion of Agent or its counsel, contrary to any Loan Document or applicable Requirement of Law.

(c) Exclusive Right to Enforce Rights and Remedies. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Credit Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent (or by Collateral Trustee on behalf of Agent) in accordance with the Loan Documents for the benefit of all the Lenders and the L/C Issuer; provided that the foregoing shall not prohibit (i) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely in its capacity as Agent) hereunder and under the other Loan Documents, (ii) the L/C Issuer from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer) hereunder and under the other Loan Documents, (iii) any Lender from exercising setoff rights in accordance with Section 9.11 or (iv) any Lender from filing proofs of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Credit Party under any bankruptcy or other debtor relief law; and provided further that if at any time

65

there is no Person acting as Agent hereunder and under the other Loan Documents, then (A) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Section 7.2 and (B) in addition to the matters set forth in clauses (ii), (iii) and (iv) of the preceding proviso and subject to Section 9.11, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders.

8.4 Delegation of Rights and Duties. Agent may, upon any term or condition it specifies, delegate or exercise any of its rights, powers and remedies under, and delegate or perform any of its duties or any other action with respect to, any Loan Document by or through any trustee, co-agent, employee, attorney-in-fact and any other Person (including any Secured Party). Any such Person shall benefit from this Article VIII to the extent provided by Agent.

8.5 Reliance and Liability.

(a) Agent may, without incurring any liability hereunder, (i) treat the payee of any Note as its holder until such Note has been assigned in accordance with Section 9.9, (ii) rely on the Register to the extent set forth in Section 1.4, (iii) consult with any of its Related Persons and, whether or not selected by it, any other advisors, accountants and other experts (including advisors to, and accountants and experts engaged by, any Credit Party) and (iv) rely and act upon any document and information (including those transmitted by Electronic Transmission) and any telephone message or conversation, in each case believed by it to be genuine and transmitted, signed or otherwise authenticated by the appropriate parties.

(b) None of Agent and its Related Persons shall be liable for any action taken or omitted to be taken by any of them under or in connection with any Loan Document, and each Secured Party, the Borrower and each other Credit Party hereby waive and shall not assert (and the Borrower shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action based thereon, except to the extent of liabilities resulting primarily from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person (each as determined in a final, non-appealable judgment by a court of competent jurisdiction) in connection with the duties expressly set forth herein. Without limiting the foregoing, Agent:

(i) shall not be responsible or otherwise incur liability for any action or omission taken in reliance upon the instructions of the Required Lenders or for the actions or omissions of any of its Related Persons selected with reasonable care (other than employees, officers and directors of Agent, when acting on behalf of Agent);

(ii) shall not be responsible to any Lender, L/C Issuer or other Person for the due execution, legality, validity, enforceability, effectiveness, genuineness, sufficiency or value of, or the attachment, perfection or priority of any Lien created or purported to be created under or in connection with, any Loan Document;

(iii) makes no warranty or representation, and shall not be responsible, to any Lender, L/C Issuer or other Person for any statement, document, information, representation or warranty made or furnished by or on behalf of any Credit Party or any Related Person of any Credit Party in connection with any Loan Document or any transaction contemplated therein or any other document or information with respect to any Credit Party, whether or not transmitted or (except for documents expressly required

66

under any Loan Document to be transmitted to the Lenders) omitted to be transmitted by Agent, including as to completeness, accuracy, scope or adequacy thereof, or for the scope, nature or results of any due diligence performed by Agent in connection with the Loan Documents; and

(iv) shall not have any duty to ascertain or to inquire as to the performance or observance of any provision of any Loan Document, whether any condition set forth in any Loan Document is satisfied or waived, as to the financial condition of any Credit Party or as to the existence or continuation or possible occurrence or continuation of any Default or Event of Default and shall not be deemed to have notice or knowledge of such occurrence or continuation unless it has received a notice from the Borrower, any Lender or L/C Issuer describing such Default or Event of Default clearly labeled “notice of default” (in which case Agent shall promptly give notice of such receipt to all Lenders);

and, for each of the items set forth in clauses (i) through (iv) above, each Lender, L/C Issuer and the Borrower hereby waives and agrees not to assert (and the Borrower shall cause each other Credit Party to waive and agree not to assert) any right, claim or cause of action it might have against Agent based thereon.

8.6 Agent Individually. Agent and its Affiliates may make loans and other extensions of credit to, acquire Stock and Stock Equivalents of, and engage in any kind of business with, any Credit Party or Affiliate thereof as though it were not acting as Agent and may receive separate fees and other payments therefor. To the extent Agent or any of its Affiliates makes any Loan or otherwise becomes a Lender hereunder, it shall have and may exercise the same rights and powers hereunder and shall be subject to the same obligations and liabilities as any other Lender and the terms “Lender”, “Revolving Lender”, “Required Lender”, “Required Revolving Lender” and any similar terms shall, except where otherwise expressly provided in any Loan Document, include, without limitation, Agent or such Affiliate, as the case may be, in its individual capacity as Lender, Revolving Lender or as one of the Required Lenders or Required Revolving Lenders, respectively.

8.7 Lender Credit Decision.

(a) Each Lender and each L/C Issuer acknowledges that it shall, independently and without reliance upon Agent, any Lender or L/C Issuer or any of their Related Persons or upon any document (including any offering and disclosure materials in connection with the syndication of the Loans) solely or in part because such document was transmitted by Agent or any of its Related Persons, conduct its own independent investigation of the financial condition and affairs of each Credit Party and make and continue to make its own credit decisions in connection with entering into, and taking or not taking any action under, any Loan Document or with respect to any transaction contemplated in any Loan Document, in each case based on such documents and information as it shall deem appropriate. Except for documents expressly required by any Loan Document to be transmitted by Agent to the Lenders or L/C Issuers, Agent shall not have any duty or responsibility to provide any Lender or L/C Issuer with any credit or other information concerning the business, prospects, operations, Property, financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party that may come in to the possession of Agent or any of its Related Persons.

67

(b) If any Lender or L/C Issuer has elected to abstain from receiving MNPI concerning the Credit Parties or their Affiliates, such Lender or L/C Issuer acknowledges that, notwithstanding such election, Agent and/or the Credit Parties will, from time to time, make available syndicate-information (which may contain MNPI) as required by the terms of, or in the course of administering the Loans to the credit contact(s) identified for receipt of such information on the Lender’s administrative questionnaire who are able to receive and use all syndicate-level information (which may contain MNPI) in accordance with such Lender’s compliance policies and contractual obligations and applicable law, including federal and state securities laws; provided, that if such contact is not so identified in such questionnaire, the relevant Lender or L/C Issuer hereby agrees to promptly (and in any event within one (1) Business Day) provide such a contact to Agent and the Credit Parties upon request therefor by Agent or the Credit Parties. Notwithstanding such Lender’s or L/C Issuer’s election to abstain from receiving MNPI, such Lender or L/C Issuer acknowledges that if such Lender or L/C Issuer chooses to communicate with Agent, it assumes the risk of receiving MNPI concerning the Credit Parties or their Affiliates.

8.8 Expenses; Indemnities; Withholding.

(a) Each Lender agrees to reimburse Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party) promptly upon demand, severally and ratably, for any costs and expenses (including fees, charges and disbursements of financial, legal and other advisors and Other Taxes paid in the name of, or on behalf of, any Credit Party) that may be incurred by Agent or any of its Related Persons in connection with the preparation, syndication, execution, delivery, administration, modification, consent, waiver or enforcement of, or the taking of any other action (whether through negotiations, through any work-out, bankruptcy, restructuring or other legal or other proceeding (including without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) or otherwise) in respect of, or legal advice with respect to its rights or responsibilities under, any Loan Document.

(b) Each Lender further agrees to indemnify Agent and each of its Related Persons (to the extent not reimbursed by any Credit Party), severally and ratably, from and against Liabilities (including, to the extent not indemnified pursuant to subsection 8.8(c), taxes, interests and penalties imposed for not properly withholding or backup withholding on payments made to or for the account of any Lender) that may be imposed on, incurred by or asserted against Agent or any of its Related Persons in any matter relating to or arising out of, in connection with or as a result of any Loan Document, any Related Document or any other act, event or transaction related, contemplated in or attendant to any such document, or, in each case, any action taken or omitted to be taken by Agent or any of its Related Persons under or with respect to any of the foregoing; provided, however, that no Lender shall be liable to Agent or any of its Related Persons to the extent such liability has resulted primarily from the gross negligence or willful misconduct of Agent or, as the case may be, such Related Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order.

68

(c) To the extent required by any applicable law, Agent may withhold from any payment to any Lender under a Loan Document an amount equal to any applicable withholding tax. If the Internal Revenue Service or any other Governmental Authority asserts a claim that Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate certification form was not delivered, was not properly executed, or fails to establish an exemption from, or reduction of, withholding tax with respect to a particular type of payment, or because such Lender failed to notify Agent or any other Person of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), or Agent reasonably determines that it was required to withhold taxes from a prior payment but failed to do so, such Lender shall promptly indemnify Agent fully for all amounts paid, directly or indirectly, by Agent as tax or otherwise, including penalties and interest, and together with all expenses incurred by Agent, including legal expenses, allocated internal costs and out-of-pocket expenses. Agent may offset against any payment to any Lender under a Loan Document, any applicable withholding tax that was required to be withheld from any prior payment to such Lender but which was not so withheld, as well as any other amounts for which Agent is entitled to indemnification from such Lender under this subsection 8.8(c).

8.9 Resignation of Agent or L/C Issuer.

(a) Agent may resign at any time by delivering notice of such resignation to the Lenders and the Borrower, effective on the date set forth in such notice or, if no such date is set forth therein, upon the date such notice shall be effective, in accordance with the terms of this Section 8.9. If Agent delivers any such notice, the Required Lenders shall have the right to appoint a successor Agent. If, after 30 days after the date of the retiring Agent’s notice of resignation, no successor Agent has been appointed by the Required Lenders that has accepted such appointment, then the retiring Agent may, on behalf of the Lenders, appoint a successor Agent from among the Lenders. Each appointment under this clause (a) shall be subject to the prior consent of the Borrower, which may not be unreasonably withheld but shall not be required during the continuance of an Event of Default.

(b) Effective immediately upon its resignation, (i) the retiring Agent shall be discharged from its duties and obligations under the Loan Documents, (ii) the Lenders shall assume and perform all of the duties of Agent until a successor Agent shall have accepted a valid appointment hereunder, (iii) the retiring Agent and its Related Persons shall no longer have the benefit of any provision of any Loan Document other than with respect to any actions taken or omitted to be taken while such retiring Agent was, or because such Agent had been, validly acting as Agent under the Loan Documents and (iv) subject to its rights under Section 8.3, the retiring Agent shall take such action as may be reasonably necessary to assign to the successor Agent its rights as Agent under the Loan Documents. Effective immediately upon its acceptance of a valid appointment as Agent, a successor Agent shall succeed to, and become vested with, all the rights, powers, privileges and duties of the retiring Agent under the Loan Documents.

(c) Any L/C Issuer may resign at any time by delivering notice of such resignation to Agent, effective on the date set forth in such notice or, if no such date is set forth therein, on the date such notice shall be effective. Upon such resignation, the L/C Issuer shall remain an L/C Issuer and shall retain its rights and obligations in its capacity as such (other than

69

any obligation to Issue Letters of Credit but including the right to receive fees or to have Lenders participate in any L/C Reimbursement Obligation thereof) with respect to Letters of Credit Issued by such L/C Issuer prior to the date of such resignation and shall otherwise be discharged from all other duties and obligations under the Loan Documents.

8.10 Release of Collateral or Guarantors. Each Lender and L/C Issuer hereby consents to the release and hereby directs Agent to release (or, in the case of clause (b)(ii) below, release or subordinate) (or to direct the Collateral Trustee to release, as applicable) the following:

(a) any Subsidiary of the Borrower from its guaranty of any Obligation if all of the Stock and Stock Equivalents of such Subsidiary owned by any Credit Party are sold or transferred in a transaction permitted under the Loan Documents (including pursuant to a waiver or consent), to the extent that, after giving effect to such transaction, such Subsidiary would not be required to guaranty any Obligations pursuant to Section 4.13; and

(b) any Lien held by Collateral Trustee for the benefit of the Secured Parties against (i) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Loan Documents (including pursuant to a valid waiver or consent), to the extent all Liens required to be granted in such Collateral pursuant to Section 4.13 after giving effect to such transaction have been granted, (ii) any Property subject to a Lien permitted hereunder in reliance upon subsection 5.1(k) or (m) and (iii) all of the Collateral and all Credit Parties, upon (A) termination of the Revolving Loan Commitments, (B) payment and satisfaction in full of all Loans, all L/C Reimbursement Obligations and all other Obligations under the Loan Documents and all Obligations arising under Secured Rate Contracts, that Agent has theretofore been notified in writing by the holder of such Obligation are then due and payable, (C) deposit of cash collateral with respect to all contingent Obligations (or, as an alternative to cash collateral, in the case of any Letter of Credit Obligation, receipt by Agent of a back-up letter of credit) in amounts and on terms and conditions and with parties satisfactory to Agent and each Indemnitee that is, or may be, owed such Obligations (excluding contingent Obligations (other than L/C Reimbursement Obligations) as to which no claim has been asserted) and (D) to the extent requested by Agent, receipt by Agent and the Secured Parties of liability releases from the Credit Parties each in form and substance acceptable to Agent.

Each Lender and L/C Issuer hereby directs Agent, and Agent hereby agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file (or to cause Collateral Trustee to execute and deliver or file, as applicable) such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 8.10.

8.11 Additional Secured Parties. The benefit of the provisions of the Loan Documents directly relating to the Collateral or any Lien granted thereunder shall extend to and be available to any Secured Party that is not a Lender or L/C Issuer party hereto as long as, by accepting such benefits, such Secured Party agrees, as among Agent and all other Secured Parties, that such Secured Party is bound by (and, if requested by Agent, shall confirm such agreement in a writing in form and substance acceptable to Agent) this Article VIII, Section 9.3, Section 9.9, Section 9.10, Section 9.11, Section 9.17, Section 9.24 and Section 10.1 (and, solely with respect to L/C Issuers, subsection 1.1(c)) and the decisions and actions of Agent and the

70

Required Lenders (or, where expressly required by the terms of this Agreement, a greater proportion of the Lenders or other parties hereto as required herein) to the same extent a Lender is bound; provided, however, that, notwithstanding the foregoing, (a) such Secured Party shall be bound by Section 8.8 only to the extent of Liabilities, costs and expenses with respect to or otherwise relating to the Collateral held for the benefit of such Secured Party, in which case the obligations of such Secured Party thereunder shall not be limited by any concept of pro rata share or similar concept, (b) each of Agent, the Lenders and the L/C Issuers party hereto shall be entitled to act at its sole discretion, without regard to the interest of such Secured Party, regardless of whether any Obligation to such Secured Party thereafter remains outstanding, is deprived of the benefit of the Collateral, becomes unsecured or is otherwise affected or put in jeopardy thereby, and without any duty or liability to such Secured Party or any such Obligation and (c) except as otherwise set forth herein, such Secured Party shall not have any right to be notified of, consent to, direct, require or be heard with respect to, any action taken or omitted in respect of the Collateral or under any Loan Document.

ARTICLE IX -

MISCELLANEOUS

9.1 Amendments and Waivers.

(a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent with respect to any departure by any Credit Party therefrom, shall be effective unless the same shall be in writing and signed by the Required Lenders (or by Agent with the consent of the Required Lenders), and the Borrower and then such waiver shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such waiver, amendment, or consent shall, unless in writing and signed by all the Lenders directly affected thereby (or by Agent with the consent of all the Lenders directly affected thereby), in addition to the Required Lenders (or by Agent with the consent of the Required Lenders) and the Borrower, do any of the following:

(i) increase or extend the Commitment of any Lender (or reinstate any Commitment terminated pursuant to subsection 7.2(a));

(ii) postpone or delay any date fixed for, or reduce or waive, any scheduled installment of principal or any payment of interest, fees or other amounts (other than principal) due to the Lenders (or any of them) or L/C Issuer hereunder or under any other Loan Document (for the avoidance of doubt, mandatory prepayments pursuant to Section 1.8 (other than scheduled installments under subsection 1.8(a)) may be postponed, delayed, reduced, waived or modified with the consent of Required Lenders);

(iii) reduce the principal of, or the rate of interest specified herein (it being agreed that waiver of the default interest margin shall only require the consent of Required Lenders) or the amount of interest payable in cash specified herein on any Loan, or of any fees or other amounts payable hereunder or under any other Loan Document, including L/C Reimbursement Obligations;

71

(iv) change the percentage of the Commitments or of the aggregate unpaid principal amount of the Loans which shall be required for the Lenders or any of them to take any action hereunder;

(v) amend this Section 9.1 (other than subsection 9.1(c)) or, subject to the terms of this Agreement, the definition of Required Lenders or any provision providing for consent or other action by all Lenders;

(vi) discharge any Credit Party from its respective payment Obligations under the Loan Documents, or release all or substantially all of the Collateral, except as otherwise may be provided in this Agreement or the other Loan Documents;

(vii) subordinate the Obligations to any other obligation of the Credit Parties;

(viii) increase the maximum duration of Interest Periods permitted by the definition of “Interest Period” hereunder; or

(ix) amend Sections 1.10 or 9.11 in a manner that would alter the pro rata sharing of payments or setoffs required thereby or any other provision in a manner that would alter the pro rata allocation among the Lenders of payments in respect of the Obligations;

it being agreed that all Lenders shall be deemed to be directly affected by an amendment or waiver of the type described in the preceding clauses (iv), (v) and (vi).

(b) No amendment, waiver or consent shall, unless in writing and signed by Agent or the L/C Issuer, as the case may be, in addition to the Required Lenders or all Lenders directly affected thereby, as the case may be (or by Agent with the consent of the Required Lenders or all the Lenders directly affected thereby, as the case may be), affect the rights or duties of Agent or the L/C Issuer, as applicable, under this Agreement or any other Loan Document. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under Secured Rate Contracts resulting in such Obligations being junior in right of payment to principal on the Loans or resulting in Obligations owing to any Secured Swap Provider becoming unsecured (other than releases of Liens permitted in accordance with the terms hereof), in each case in a manner adverse to any Secured Swap Provider, shall be effective without the written consent of such Secured Swap Provider or, in the case of a Secured Rate Contract provided or arranged by GE Capital or an Affiliate of GE Capital, GE Capital.

(c) No amendment or waiver shall, unless signed by Required Revolving Lenders (or by Agent with the consent of Required Revolving Lenders) in addition to the Required Lenders (or by Agent with the consent of the Required Lenders): (i) amend or waive compliance with the conditions precedent to the obligations of Lenders to make any Revolving Loan (or of any L/C Issuer to Issue any Letter of Credit) in Section 2.2; or (ii) waive any Default or Event of Default for the purpose of satisfying the conditions precedent to the obligations of Lenders to make any Revolving Loan (or of any L/C Issuer to Issue any Letter of Credit) in Section 2.2. No amendment shall: (x) amend or waive this subsection 9.1(c) or the definitions of

72

the terms used in this subsection 9.1(c) insofar as the definitions affect the substance of this subsection 9.1(c); (y) change the definition of the term Required Revolving Lenders; or (z) change the percentage of Lenders which shall be required for Revolving Lenders to take any action hereunder, in each case without the consent of all Revolving Lenders.

(d) Notwithstanding anything to the contrary contained in this Section 9.1, (i) the Borrower may amend Schedules 3.19 and 3.21 upon notice to Agent, (ii) Agent may amend Schedules 1.1(a) and 1.1(b) to reflect Incremental Facilities and Sales entered into pursuant to Section 9.9, and (iii) Agent and the Borrower may amend or modify this Agreement and any other Loan Document to (1) cure any ambiguity, omission, defect or inconsistency therein, (2) grant a new Lien for the benefit of the Secured Parties, extend an existing Lien over additional Property for the benefit of the Secured Parties or join additional Persons as Credit Parties and (3) add one or more Incremental Facilities to this Agreement pursuant to Section 1.12 and to permit the extensions of credit from time to time outstanding thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Loans and the accrued interest and fees in respect thereof and to include appropriately the Lenders holding such credit facilities in any determination of the Required Revolving Lenders and Required Lenders.

9.2 Notices.

(a) Addresses. All notices and other communications required or expressly authorized to be made by this Agreement shall be given in writing, unless otherwise expressly specified herein, and (i) addressed to the address set forth on the applicable signature page hereto, (ii) posted to Intralinks^® (to the extent such system is available and set up by or at the direction of Agent prior to posting) in an appropriate location by uploading such notice, demand, request, direction or other communication to www.intralinks.com, faxing it to 866-545-6600 with an appropriate bar-code fax coversheet or using such other means of posting to Intralinks^® as may be available and reasonably acceptable to Agent prior to such posting, (iii) posted to any other E-System approved by or set up by or at the direction of Agent or (iv) addressed to such other address as shall be notified in writing (A) in the case of the Borrower and the Agent, to the other parties hereto and (B) in the case of all other parties, to the Borrower and Agent. Transmissions made by electronic mail or E-Fax to Agent shall be effective only (x) for notices where such transmission is specifically authorized by this Agreement, (y) if such transmission is delivered in compliance with procedures of Agent applicable at the time and previously communicated to Borrower, and (z) if receipt of such transmission is acknowledged by Agent.

(b) Effectiveness. (i) All communications described in clause (a) above and all other notices, demands, requests and other communications made in connection with this Agreement shall be effective and be deemed to have been received (i) if delivered by hand, upon personal delivery, (ii) if delivered by overnight courier service, one (1) Business Day after delivery to such courier service, (iii) if delivered by mail, three (3) Business Days after deposit in the mail, (iv) if delivered by facsimile (other than to post to an E-System pursuant to clause (a)(ii) or (a)(iii) above), upon sender’s receipt of confirmation of proper transmission, and (v) if delivered by posting to any E-System, on the later of the Business Day of such posting and the Business Day access to such posting is given to the recipient thereof in accordance with the standard procedures applicable to such E-System; provided, however, that no communications to Agent pursuant to Article I shall be effective until received by Agent.

73

(ii) The posting, completion and/or submission by any Credit Party of any communication pursuant to an E-System shall constitute a representation and warranty by the Credit Parties that any representation, warranty, certification or other similar statement required by the Loan Documents to be provided, given or made by a Credit Party in connection with any such communication is true, correct and complete except as expressly noted in such communication or E-System.

(c) Each Lender shall notify Agent in writing of any changes in the address to which notices to such Lender should be directed, of addresses of its Lending Office, of payment instructions in respect of all payments to be made to it hereunder and of such other administrative information as Agent shall reasonably request.

9.3 Electronic Transmissions.

(a) Authorization. Subject to the provisions of subsection 9.2(a), each of Agent, Lenders, each Credit Party and each of their Related Persons, is authorized (but not required) to transmit, post or otherwise make or communicate, in its sole discretion, Electronic Transmissions in connection with any Loan Document and the transactions contemplated therein. Each Credit Party and each Secured Party hereto acknowledges and agrees that the use of Electronic Transmissions is not necessarily secure and that there are risks associated with such use, including risks of interception, disclosure and abuse and each indicates it assumes and accepts such risks by hereby authorizing the transmission of Electronic Transmissions.

(b) Signatures. Subject to the provisions of subsection 9.2(a), (i)(A) no posting to any E-System shall be denied legal effect merely because it is made electronically, (B) each E-Signature on any such posting shall be deemed sufficient to satisfy any requirement for a “signature” and (C) each such posting shall be deemed sufficient to satisfy any requirement for a “writing”, in each case including pursuant to any Loan Document, any applicable provision of any UCC, the federal Uniform Electronic Transactions Act, the Electronic Signatures in Global and National Commerce Act and any substantive or procedural Requirement of Law governing such subject matter, (ii) each such posting that is not readily capable of bearing either a signature or a reproduction of a signature may be signed, and shall be deemed signed, by attaching to, or logically associating with such posting, an E-Signature, upon which Agent, each other Secured Party and each Credit Party may rely and assume the authenticity thereof, (iii) each such posting containing a signature, a reproduction of a signature or an E-Signature shall, for all intents and purposes, have the same effect and weight as a signed paper original and (iv) each party hereto or beneficiary hereto agrees not to contest the validity or enforceability of any posting on any E-System or E-Signature on any such posting under the provisions of any applicable Requirement of Law requiring certain documents to be in writing or signed; provided, however, that nothing herein shall limit such party’s or beneficiary’s right to contest whether any posting to any E-System or E-Signature has been altered after transmission.

74

(c) Separate Agreements. All uses of an E-System shall be governed by and subject to, in addition to Section 9.2 and this Section 9.3, the separate terms, conditions and privacy policy posted or referenced in such E-System (or such terms, conditions and privacy policy as may be updated from time to time, including on such E-System) and related Contractual Obligations executed by Agent and Credit Parties in connection with the use of such E-System.

(d) LIMITATION OF LIABILITY. ALL E-SYSTEMS AND ELECTRONIC TRANSMISSIONS SHALL BE PROVIDED “AS IS” AND “AS AVAILABLE”. NONE OF AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS WARRANTS THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY E-SYSTEMS OR ELECTRONIC TRANSMISSION AND DISCLAIMS ALL LIABILITY FOR ERRORS OR OMISSIONS THEREIN. NO WARRANTY OF ANY KIND IS MADE BY AGENT, ANY LENDER OR ANY OF THEIR RELATED PERSONS IN CONNECTION WITH ANY E-SYSTEMS OR ELECTRONIC COMMUNICATION, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS. Each of the Borrower, each other Credit Party executing this Agreement and each Secured Party agrees that Agent has no responsibility for maintaining or providing any equipment, software, services or any testing required in connection with any Electronic Transmission or otherwise required for any E-System.

9.4 No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of Agent, Collateral Trustee or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. No course of dealing between any Credit Party, any Affiliate of any Credit Party, Agent, Collateral Trustee or any Lender shall be effective to amend, modify or discharge any provision of this Agreement or any of the other Loan Documents.

9.5 Costs and Expenses. Any action taken by any Credit Party under or with respect to any Loan Document, even if required under any Loan Document or at the request of Agent or Required Lenders, shall be at the expense of such Credit Party, and neither Agent nor any other Secured Party shall be required under any Loan Document to reimburse any Credit Party or any Subsidiary of any Credit Party therefor except as expressly provided therein. In addition, the Borrower agrees to pay or reimburse upon demand (a) Agent for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Related Persons, in connection with the investigation, development, preparation, negotiation, syndication, execution, interpretation or administration of, any modification of any term of or termination of, any Loan Document, any commitment or proposal letter therefor, any other document prepared in connection therewith or the consummation and administration of any transaction contemplated therein, in each case including Attorney Costs of Agent, the cost of environmental audits, Collateral audits and appraisals, background checks and similar expenses, to the extent permitted hereunder, (b) Agent for all reasonable and documented out-of-pocket costs and expenses incurred by it or any of its Related Persons in connection with internal audit reviews, field examinations and Collateral examinations (which shall be reimbursed, in addition to the out-of-pocket costs and expenses of such examiners, at the per diem rate per individual charged by Agent for its examiners), (c) each of Agent, its Related Persons, and L/C Issuer for all reasonable

75

costs and expenses incurred in connection with (i) any refinancing or restructuring of the credit arrangements provided hereunder in the nature of a “work-out”, (ii) the enforcement or preservation of any right or remedy under any Loan Document, any Obligation, with respect to the Collateral or any other related right or remedy or (iii) the commencement, defense, conduct of, intervention in, or the taking of any other action (including without limitation, preparation for and/or response to any subpoena or request for document production relating thereto) with respect to, any proceeding (including any bankruptcy or insolvency proceeding) related to any Credit Party, any Subsidiary of any Credit Party, Loan Document or Obligation, including Attorney Costs and (d) fees and disbursements of Attorney Costs of one law firm on behalf of all Lenders (other than Agent) incurred in connection with any of the matters referred to in clause (c) above.

9.6 Indemnity.

(a) Each Credit Party agrees to indemnify, hold harmless and defend Agent, each Lender, each L/C Issuer and each of their respective Related Persons (each such Person being an “Indemnitee”) from and against all Liabilities (including brokerage commissions, fees and other compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or as a result of (i) any Loan Document, any Senior Note Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit or any securities filing of, or with respect to, any Credit Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Target of any Permitted Acquisition, any Credit Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any such Indemnitee or any of its Related Persons, any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that no Credit Party shall have any liability under this Section 9.6 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, each of the Borrower and each other Credit Party executing this Agreement waives and agrees not to assert against any Indemnitee, and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.

(b) Without limiting the foregoing, “Indemnified Matters” includes all Environmental Liabilities imposed on, incurred by or asserted against any Indemnitee, including those arising from, or otherwise involving, any Property of any Credit Party or any Related

76

Person of any Credit Party or any actual, alleged or prospective damage to Property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such Property or natural resource or any Property on or contiguous to any Real Estate of any Credit Party or any Related Person of any Credit Party, whether or not, with respect to any such Environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in-interest to any Credit Party or any Related Person of any Credit Party or the owner, lessee or operator of any Property of any Related Person through any foreclosure action, in each case except to the extent such Environmental Liabilities (i) are incurred solely following foreclosure by Agent or Collateral Trustee or following Agent, Collateral Trustee or any Lender having become the successor-in-interest to any Credit Party or any Related Person of any Credit Party and (ii) are attributable solely to acts of such Indemnitee.

9.7 Marshaling; Payments Set Aside. No Secured Party shall be under any obligation to marshal any Property in favor of any Credit Party or any other Person or against or in payment of any Obligation. To the extent that any Secured Party receives a payment from Borrower, from any other Credit Party, from the proceeds of the Collateral, from the exercise of its rights of setoff, any enforcement action or otherwise, and such payment is subsequently, in whole or in part, invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not occurred.

9.8 Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided that any assignment by any Lender shall be subject to the provisions of Section 9.9, and provided further that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Agent and each Lender.

9.9 Assignments and Participations; Binding Effect.

(a) Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, the other Credit Parties signatory hereto and Agent and when Agent shall have been notified by each Lender that such Lender has executed it. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, the Borrower, the other Credit Parties hereto (in each case except for Article VIII), Agent, each Lender and each L/C Issuer receiving the benefits of the Loan Documents and, to the extent provided in Section 8.11, each other Secured Party and, in each case, their respective successors and permitted assigns. Except as expressly provided in any Loan Document (including in Section 8.9), none of the Borrower, any other Credit Party, any L/C Issuer or Agent shall have the right to assign any rights or obligations hereunder or any interest herein.

(b) Right to Assign. Each Lender may sell, transfer, negotiate or assign (a “Sale”) all or a portion of its rights and obligations hereunder (including all or a portion of its Commitments and its rights and obligations with respect to Loans and Letters of Credit) to (i) any existing Lender (other than a Non-Funding Lender or Impacted Lender), (ii) any Affiliate or Approved Fund of any existing Lender (other than a Non-Funding Lender or Impacted Lender) or (iii) any other Person acceptable (which acceptance shall not be unreasonably withheld or

77

delayed) to Agent and, with respect to Sales of Revolving Loan Commitments, each L/C Issuer that is a Lender and, as long as no Event of Default is continuing, the Borrower (which acceptances of L/C Issuer and the Borrower shall be deemed to have been given unless an objection is delivered to Agent within five (5) Business Days after notice of a proposed Sale is delivered to the Borrower) (each, an “Eligible Assignee”); provided, however, that (w) such Sales do not have to be ratable between the Revolving Loan and Term Loans or between each Term Loan but must be ratable among the obligations owing to and owed by such Lender with respect to the Revolving Loans or a Term Loan, (x) for each Loan, the aggregate outstanding principal amount (determined as of the effective date of the applicable Assignment) of the Loans, Commitments and Letter of Credit Obligations subject to any such Sale shall be in a minimum amount of $1,000,000, unless such Sale is made to an existing Lender or an Affiliate or Approved Fund of any existing Lender, is of the assignor’s (together with its Affiliates and Approved Funds) entire interest in such facility or is made with the prior consent of the Borrower (to the extent Borrower’s consent is otherwise required) and Agent, (y) interest accrued prior to and through the date of any such Sale may not be assigned, and (z) such Sales by Lenders who are Non-Funding Lenders due to clause (a) of the definition of Non-Funding Lender shall be subject to Agent’s prior written consent in all instances, unless in connection with such sale, such Non-Funding Lender cures, or causes the cure of, its Non-Funding Lender status as contemplated in subsection 1.11(e)(v). Agent’s refusal to accept a Sale to a Credit Party, an Affiliate of a Credit Party, a holder of Senior Notes or Subordinated Indebtedness or an Affiliate of such a holder, or to a Person that would be a Non-Funding or an Impacted Lender, or the imposition of conditions or limitations (including limitations on voting) upon Sales to such Persons, shall not be deemed to be unreasonable. Notwithstanding anything to the contrary contained herein, GE Capital shall have the absolute right, without obligation to obtain any consent of the Credit Parties or any Lender, to sell or assign to third parties such portion of GE Capital’s Commitments and Loans to the Borrower as GE Capital deems necessary to enable GE Capital and its Affiliates to ensure that they have no attributable interest in the Borrower for purposes of the Communications Laws, or to otherwise comply with the Communications Laws.

(c) Procedure. The parties to each Sale made in reliance on clause (b) above (other than those described in clause (e) or (f) below) shall execute and deliver to Agent an Assignment via an electronic settlement system designated by Agent (or, if previously agreed with Agent, via a manual execution and delivery of the Assignment) evidencing such Sale, together with any existing Note subject to such Sale (or any affidavit of loss therefor acceptable to Agent), any tax forms required to be delivered pursuant to Section 10.1 and payment of an assignment fee in the amount of $3,500 to Agent, unless waived or reduced by Agent; provided that (i) if a Sale by a Lender is made to an Affiliate or an Approved Fund of such assigning Lender, then no assignment fee shall be due in connection with such Sale, and (ii) if a Sale by a Lender is made to an assignee that is not an Affiliate or Approved Fund of such assignor Lender, and concurrently to one or more Affiliates or Approved Funds of such Assignee, then only one assignment fee of $3,500 shall be due in connection with such Sale (unless waived or reduced by Agent). Upon receipt of all the foregoing, and conditioned upon such receipt and, if such Assignment is made in accordance with clause (iii) of subsection 9.9(b), upon Agent (and the Borrower, if applicable) consenting to such Assignment, from and after the effective date specified in such Assignment, Agent shall record or cause to be recorded in the Register the information contained in such Assignment.

78

(d) Effectiveness. Subject to the recording of an Assignment by Agent in the Register pursuant to subsection 1.4(b), (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the rights and obligations of a Lender, (ii) any applicable Note shall be transferred to such assignee through such entry and (iii) the assignor thereunder shall, to the extent that rights and obligations under this Agreement have been assigned by it pursuant to such Assignment, relinquish its rights (except for those surviving the termination of the Commitments and the payment in full of the Obligations) and be released from its obligations under the Loan Documents, other than those relating to events or circumstances occurring prior to such assignment (and, in the case of an Assignment covering all or the remaining portion of an assigning Lender’s rights and obligations under the Loan Documents, such Lender shall cease to be a party hereto).

(e) Grant of Security Interests. In addition to the other rights provided in this Section 9.9, each Lender may grant a security interest in, or otherwise assign as collateral, any of its rights under this Agreement, whether now owned or hereafter acquired (including rights to payments of principal or interest on the Loans), to (A) any federal reserve bank (pursuant to Regulation A of the Federal Reserve Board), without notice to Agent or (B) any holder of, or trustee for the benefit of the holders of, such Lender’s Indebtedness or equity securities, by notice to Agent; provided, however, that no such holder or trustee, whether because of such grant or assignment or any foreclosure thereon (unless such foreclosure is made through an assignment in accordance with clause (b) above), shall be entitled to any rights of such Lender hereunder and no such Lender shall be relieved of any of its obligations hereunder.

(f) Participants and SPVs. In addition to the other rights provided in this Section 9.9, each Lender may, (x) with notice to Agent, grant to an SPV the option to make all or any part of any Loan that such Lender would otherwise be required to make hereunder (and the exercise of such option by such SPV and the making of Loans pursuant thereto shall satisfy the obligation of such Lender to make such Loans hereunder) and such SPV may assign to such Lender the right to receive payment with respect to any Obligation and (y) without notice to or consent from Agent or the Borrower, sell participations to one or more Persons in or to all or a portion of its rights and obligations under the Loan Documents (including all its rights and obligations with respect to the Term Loans, Revolving Loans and Letters of Credit); provided, however, that, whether as a result of any term of any Loan Document or of such grant or participation, (i) no such SPV or participant shall have a commitment, or be deemed to have made an offer to commit, to make Loans hereunder, and, except as provided in the applicable option agreement, none shall be liable for any obligation of such Lender hereunder, (ii) such Lender’s rights and obligations, and the rights and obligations of the Credit Parties and the Secured Parties towards such Lender, under any Loan Document shall remain unchanged and each other party hereto shall continue to deal solely with such Lender, which shall remain the holder of the Obligations in the Register, except that (A) each such participant and SPV shall be entitled to the benefit of Article X, but, with respect to Section 10.1, only to the extent such participant or SPV delivers the tax forms such Lender is required to collect pursuant to subsection 10.1(f) and then only to the extent of any amount to which such Lender would be entitled in the absence of any such grant or participation and (B) each such SPV may receive other payments that would otherwise be made to such Lender with respect to Loans funded by such SPV to the extent provided in the applicable option agreement and set forth in a notice

79

provided to Agent by such SPV and such Lender, provided, however, that in no case (including pursuant to clause (A) or (B) above) shall an SPV or participant have the right to enforce any of the terms of any Loan Document, and (iii) the consent of such SPV or participant shall not be required (either directly, as a restraint on such Lender’s ability to consent hereunder or otherwise) for any amendments, waivers or consents with respect to any Loan Document or to exercise or refrain from exercising any powers or rights such Lender may have under or in respect of the Loan Documents (including the right to enforce or direct enforcement of the Obligations), except for those described in clauses (ii) and (iii) of subsection 9.1(a) with respect to amounts, or dates fixed for payment of amounts, to which such participant or SPV would otherwise be entitled and, in the case of participants, except for those described in clause (vi) of subsection 9.1(a). No party hereto shall institute (and the Borrower shall cause each other Credit Party not to institute) against any SPV grantee of an option pursuant to this clause (f) any bankruptcy, reorganization, insolvency, liquidation or similar proceeding, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper of such SPV; provided, however, that each Lender having designated an SPV as such agrees to indemnify each Indemnitee against any Liability that may be incurred by, or asserted against, such Indemnitee as a result of failing to institute such proceeding (including a failure to get reimbursed by such SPV for any such Liability). The agreement in the preceding sentence shall survive the termination of the Commitments and the payment in full of the Obligations.

9.10 Non-Public Information; Confidentiality.

(a) Non-Public Information. Each of Agent, each Lender and each L/C Issuer acknowledges and agrees that it may receive material non-public information (“MNPI”) hereunder concerning the Credit Parties and their Affiliates and agrees to use such information in compliance with all relevant policies, procedures and applicable Requirements of Laws (including United States federal and state securities laws and regulations).

(b) Confidential Information. Each of Agent, each Lender and each L/C Issuer agrees to use all reasonable efforts to maintain, in accordance with its customary practices, the confidentiality of information obtained by it pursuant to any Loan Document and designated in writing by any Credit Party as confidential, except that such information may be disclosed (i) with the Borrower’s consent, (ii) to Related Persons of such Lender, L/C Issuer or Agent, as the case may be, or to any Person that any L/C Issuer causes to Issue Letters of Credit hereunder, that are advised of the confidential nature of such information and are instructed to keep such information confidential in accordance with the terms hereof, (iii) to the extent such information presently is or hereafter becomes (A) publicly available other than as a result of a breach of this Section 9.10 or (B) available to such Lender, L/C Issuer or Agent or any of their Related Persons, as the case may be, from a source (other than any Credit Party) not known by them to be subject to disclosure restrictions, (iv) to the extent disclosure is required by applicable Requirements of Law or other legal process or requested or demanded by any Governmental Authority, (v) to the extent necessary or customary for inclusion in league table measurements, (vi) (A) to the National Association of Insurance Commissioners or any similar organization, any examiner or any nationally recognized rating agency or (B) otherwise to the extent consisting of general portfolio information that does not identify Credit Parties, (vii) to current or prospective assignees, SPVs (including the investors or prospective investors therein) or participants, direct or contractual counterparties to any Secured Rate Contracts and to their respective Related

80

Persons, in each case to the extent such assignees, investors, participants, counterparties or Related Persons agree to be bound by provisions substantially similar to the provisions of this Section 9.10 (and such Person may disclose information to their respective Related Persons in accordance with clause (ii) above), (viii) to any other party hereto, and (ix) in connection with the exercise or enforcement of any right or remedy under any Loan Document, in connection with any litigation or other proceeding to which such Lender, L/C Issuer or Agent or any of their Related Persons is a party or bound, or to the extent necessary to respond to public statements or disclosures by Credit Parties or their Related Persons referring to a Lender, L/C Issuer or Agent or any of their Related Persons. In the event of any conflict between the terms of this Section 9.10 and those of any other Contractual Obligation entered into with any Credit Party (whether or not a Loan Document), the terms of this Section 9.10 shall govern.

(c) Tombstones. Each Credit Party consents to the publication by Agent or any Lender of any press releases, tombstones, advertising or other promotional materials (including, without limitation, via any Electronic Transmission) relating to the financing transactions contemplated by this Agreement using Borrower’s or any other Credit Party’s name, product photographs, logo or trademark. Agent or such Lender shall provide a draft of any such press release, advertising or other promotional material to Borrower for review and comment prior to the publication thereof.

(d) Press Release and Related Matters. No Credit Party shall, and no Credit Party shall permit any of its Affiliates to, issue any press release or other public disclosure (other than any document filed with any Governmental Authority relating to a public offering of securities of any Credit Party) using the name, logo or otherwise referring to GE Capital or of any of its Affiliates, the Loan Documents or any transaction contemplated herein or therein to which GE Capital or any of its Affiliates is party without the prior written consent of GE Capital or such Affiliate except to the extent required to do so under applicable Requirements of Law and then, only after consulting with GE Capital.

(e) Distribution of Materials to Lenders and L/C Issuers. The Credit Parties acknowledge and agree that the Loan Documents and all reports, notices, communications and other information or materials provided or delivered by, or on behalf of, the Credit Parties hereunder (collectively, the “Borrower Materials”) may be disseminated by, or on behalf of, Agent, and made available, to the Lenders and the L/C Issuers by posting such Borrower Materials on an E-System. The Credit Parties authorize Agent to download copies of their logos from its website and post copies thereof on an E-System.

(f) Material Non-Public Information. The Credit Parties hereby agree that if either they, any parent company or any Subsidiary of the Credit Parties has publicly traded equity or debt securities in the United States, they shall (and shall cause such parent company or Subsidiary, as the case may be, to) (i) identify in writing, and (ii) to the extent reasonably practicable, clearly and conspicuously mark such Borrower Materials that contain only information that is publicly available or that is not material for purposes of United States federal and state securities laws as “PUBLIC”. The Credit Parties agree that by identifying such Borrower Materials as “PUBLIC” or publicly filing such Borrower Materials with the Securities and Exchange Commission, then Agent, the Lenders and the L/C Issuers shall be entitled to treat such Borrower Materials as not containing any MNPI for purposes of United States federal and

81

state securities laws. The Credit Parties further represent, warrant, acknowledge and agree that the following documents and materials shall be deemed to be PUBLIC, whether or not so marked, and do not contain any MNPI: (A) the Loan Documents, including the schedules and exhibits attached thereto, and (B) administrative materials of a customary nature prepared by the Credit Parties or Agent (including, Notices of Borrowing, Notices of Conversion/Continuation, L/C Requests and any similar requests or notices posted on or through an E-System). Before distribution of any Borrower Materials, the Credit Parties agree to execute and deliver to Agent a letter authorizing distribution of the evaluation materials to prospective Lenders and their employees willing to receive MNPI, and a separate letter authorizing distribution of evaluation materials that do not contain MNPI and represent that no MNPI is contained therein.

9.11 Set-off; Sharing of Payments.

(a) Right of Setoff. Each of Agent, Collateral Trustee, each Lender, each L/C Issuer and each Affiliate (including each branch office thereof) of any of them is hereby authorized, without notice or demand (each of which is hereby waived by each Credit Party), at any time and from time to time during the continuance of any Event of Default and to the fullest extent permitted by applicable Requirements of Law, to set off and apply any and all deposits (whether general or special, time or demand, provisional or final) at any time held and other Indebtedness, claims or other obligations at any time owing by Agent, Collateral Trustee, such Lender, such L/C Issuer or any of their respective Affiliates to or for the credit or the account of the Borrower or any other Credit Party against any Obligation of any Credit Party now or hereafter existing, whether or not any demand was made under any Loan Document with respect to such Obligation and even though such Obligation may be unmatured. No Lender or L/C Issuer shall exercise any such right of setoff without the prior consent of Agent or Required Lenders. Each of Agent, Collateral Trustee, each Lender and each L/C Issuer agrees promptly to notify the Borrower and Agent after any such setoff and application made by such Lender or its Affiliates; provided, however, that the failure to give such notice shall not affect the validity of such setoff and application. The rights under this Section 9.11 are in addition to any other rights and remedies (including other rights of setoff) that Agent, Collateral Trustee, the Lenders, the L/C Issuer, their Affiliates and the other Secured Parties, may have.

(b) Sharing of Payments, Etc. If any Lender, directly or through an Affiliate or branch office thereof, obtains any payment of any Obligation of any Credit Party (whether voluntary, involuntary or through the exercise of any right of setoff or the receipt of any Collateral or “proceeds” (as defined under the applicable UCC) of Collateral) other than pursuant to Section 9.9 or Article X and such payment exceeds the amount such Lender would have been entitled to receive if all payments had gone to, and been distributed by, Agent in accordance with the provisions of the Loan Documents, such Lender shall purchase for cash from other Lenders such participations in their Obligations as necessary for such Lender to share such excess payment with such Lenders to ensure such payment is applied as though it had been received by Agent and applied in accordance with this Agreement (or, if such application would then be at the discretion of the Borrower, applied to repay the Obligations in accordance herewith); provided, however, that (a) if such payment is rescinded or otherwise recovered from such Lender or L/C Issuer in whole or in part, such purchase shall be rescinded and the purchase price therefor shall be returned to such Lender or L/C Issuer without interest and (b) such Lender shall, to the fullest extent permitted by applicable Requirements of Law, be able to exercise all its

82

rights of payment (including the right of setoff) with respect to such participation as fully as if such Lender were the direct creditor of the applicable Credit Party in the amount of such participation. If a Non-Funding Lender receives any such payment as described in the previous sentence, such Lender shall turn over such payments to Agent in an amount that would satisfy the cash collateral requirements set forth in subsection 1.11(e).

9.12 Counterparts; Facsimile Signature. This Agreement may be executed in any number of counterparts and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. Delivery of an executed signature page of this Agreement by facsimile transmission or Electronic Transmission shall be as effective as delivery of a manually executed counterpart hereof.

9.13 Severability. The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.

9.14 Captions. The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

9.15 Independence of Provisions. The parties hereto acknowledge that this Agreement and the other Loan Documents may use several different limitations, tests or measurements to regulate the same or similar matters, and that such limitations, tests and measurements are cumulative and must each be performed, except as expressly stated to the contrary in this Agreement.

9.16 Interpretation. This Agreement is the result of negotiations among and has been reviewed by counsel to Credit Parties, Agent, each Lender and other parties hereto, and is the product of all parties hereto. Accordingly, this Agreement and the other Loan Documents shall not be construed against the Lenders or Agent merely because of Agent’s or Lenders’ involvement in the preparation of such documents and agreements. Without limiting the generality of the foregoing, each of the parties hereto has had the advice of counsel with respect to Sections 9.18 and 9.19.

9.17 No Third Parties Benefited. This Agreement is made and entered into for the sole protection and legal benefit of the Borrower, the Lenders, the L/C Issuers party hereto, Agent, Collateral Trustee and, subject to the provisions of Section 8.11, each other Secured Party, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, or have any direct or indirect cause of action or claim in connection with, this Agreement or any of the other Loan Documents. Neither Agent nor any Lender shall have any obligation to any Person not a party to this Agreement or the other Loan Documents.

9.18 Governing Law and Jurisdiction.

(a) Governing Law. The laws of the State of New York shall govern all matters arising out of, in connection with or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation, any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest).

83

(b) Submission to Jurisdiction. Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of New York located in the City of New York, Borough of Manhattan, or of the United States of America for the Southern District of New York and, by execution and delivery of this Agreement, the Borrower and each other Credit Party executing this Agreement hereby accepts for itself and in respect of its Property, generally and unconditionally, the jurisdiction of the aforesaid courts; provided that nothing in this Agreement shall limit the right of Agent or Collateral Trustee to commence any proceeding in the federal or state courts of any other jurisdiction to the extent Agent or Collateral Trustee determines that such action is necessary or appropriate to exercise its rights or remedies under the Loan Documents. The parties hereto (and, to the extent set forth in any other Loan Document, each other Credit Party) hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such jurisdictions.

(c) Service of Process. Each Credit Party hereby irrevocably waives personal service of any and all legal process, summons, notices and other documents and other service of process of any kind and consents to such service in any suit, action or proceeding brought in the United States of America with respect to or otherwise arising out of or in connection with any Loan Document by any means permitted by applicable Requirements of Law, including by the mailing thereof (by registered or certified mail, postage prepaid) to the address of the Borrower specified herein (and shall be effective when such mailing shall be effective, as provided therein). Each Credit Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

9.19 Waiver of Jury Trial. THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

9.20 Entire Agreement; Release; Survival.

(a) THE LOAN DOCUMENTS EMBODY THE ENTIRE AGREEMENT OF THE PARTIES AND SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS RELATING TO THE SUBJECT MATTER THEREOF AND ANY PRIOR LETTER OF INTEREST, COMMITMENT LETTER, CONFIDENTIALITY AND SIMILAR AGREEMENTS INVOLVING ANY CREDIT PARTY AND ANY LENDER OR ANY L/C ISSUER OR ANY OF THEIR RESPECTIVE AFFILIATES RELATING TO A FINANCING OF SUBSTANTIALLY SIMILAR FORM, PURPOSE OR EFFECT OTHER THAN THE FEE

84

LETTER. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND ANY OTHER LOAN DOCUMENT, THE TERMS OF THIS AGREEMENT SHALL GOVERN (UNLESS OTHERWISE EXPRESSLY STATED IN SUCH OTHER LOAN DOCUMENTS OR SUCH TERMS OF SUCH OTHER LOAN DOCUMENTS ARE NECESSARY TO COMPLY WITH APPLICABLE REQUIREMENTS OF LAW, IN WHICH CASE SUCH TERMS SHALL GOVERN TO THE EXTENT NECESSARY TO COMPLY THEREWITH).

(b) Execution of this Agreement by the Credit Parties constitutes a full, complete and irrevocable release of any and all claims which each Credit Party may have at law or in equity in respect of all prior discussions and understandings, oral or written, relating to the subject matter of this Agreement and the other Loan Documents. In no event shall any Indemnitee or any Credit Party be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each of Borrower and each other Credit Party signatory hereto and each Indemnitee signatory hereto hereby waives, releases and agrees (and shall cause each other Credit Party or each such other Indemnitee, as applicable, to waive, release and agree) not to sue upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.

(c) (i) Any indemnification or other protection provided to any Indemnitee pursuant to this Section 9.20, Sections 9.5 (Costs and Expenses), and 9.6 (Indemnity), and Articles VIII (Agent) and X (Taxes, Yield Protection and Illegality), and (ii) the provisions of Section 7.1 of the Security Agreement, in each case, shall (x) survive the termination of the Commitments and the payment in full of all other Obligations and (y) with respect to clause (i) above, inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its successors and permitted assigns.

9.21 Patriot Act. Each Lender that is subject to the Patriot Act hereby notifies the Credit Parties that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and record information that identifies each Credit Party, which information includes the name and address of each Credit Party and other information that will allow such Lender to identify each Credit Party in accordance with the Patriot Act.

9.22 Replacement of Lender. Within forty-five days after: (i) receipt by the Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional costs as provided in Sections 10.1, 10.3 and/or 10.6; or (ii) any failure by any Lender (other than Agent or an Affiliate of Agent) to consent to a requested amendment, waiver or modification to any Loan Document in which Required Lenders have already consented to such amendment, waiver or modification but the consent of each Lender (or each Lender directly affected thereby, as applicable) is required with respect thereto, the Borrower may, at its option, notify Agent and such Affected Lender (or such non-consenting Lender) of the Borrower’s intention to obtain, at the Borrower’s expense, a replacement Lender (“Replacement Lender”) for such Affected Lender (or such non-consenting Lender), which Replacement Lender shall be reasonably satisfactory to Agent. In the event the Borrower obtains a Replacement Lender within forty-five (45) days following notice of its intention to do so, the Affected Lender (or such non-consenting Lender) shall sell and assign its Loans and Commitments to such

85

Replacement Lender, at par, provided that the Borrower has reimbursed such Affected Lender for its increased costs for which it is entitled to reimbursement under this Agreement through the date of such sale and assignment. In the event that a replaced Lender does not execute an Assignment pursuant to Section 9.9 within five (5) Business Days after receipt by such replaced Lender of notice of replacement pursuant to this Section 9.22 and presentation to such replaced Lender of an Assignment evidencing an assignment pursuant to this Section 9.22, the Borrower shall be entitled (but not obligated) to execute such an Assignment on behalf of such replaced Lender, and any such Assignment so executed by the Borrower, the Replacement Lender and Agent, shall be effective for purposes of this Section 9.22 and Section 9.9. Notwithstanding the foregoing, with respect to a Lender that is a Non-Funding Lender or an Impacted Lender, Agent may, but shall not be obligated to, obtain a Replacement Lender and execute an Assignment on behalf of such Non-Funding Lender or Impacted Lender at any time with three (3) Business’ Days prior notice to such Lender (unless notice is not practicable under the circumstances) and cause such Lender’s Loans and Commitments to be sold and assigned, in whole or in part, at par. Upon any such assignment and payment and compliance with the other provisions of Section 9.9, such replaced Lender shall no longer constitute a “Lender” for purposes hereof; provided, any rights of such replaced Lender to indemnification hereunder shall survive.

9.23 Joint and Several. The obligations of the Credit Parties hereunder and under the other Loan Documents are joint and several. Without limiting the generality of the foregoing, reference is hereby made to the Guaranty, to which the obligations of Borrower and the other Credit Parties are subject.

9.24 Creditor-Debtor Relationship. The relationship between Agent, Collateral Trustee, each Lender and the L/C Issuer, on the one hand, and the Credit Parties, on the other hand, is solely that of creditor and debtor. No Secured Party has any fiduciary relationship or duty to any Credit Party arising out of or in connection with, and there is no agency, tenancy or joint venture relationship between the Secured Parties and the Credit Parties by virtue of, any Loan Document or any transaction contemplated therein.

9.25 Effect of Amendment and Restatement; Affirmation of Existing Loan Documents. Upon the effectiveness of this Agreement pursuant to Section 2.1 hereof, from and after the Closing Date: (a) the terms and conditions of the Existing Credit Agreement shall be amended as set forth herein and, as so amended, shall be restated in their entirety, but only with respect to the rights, duties and obligations among the Credit Parties, the Lenders, Collateral Trustee and the Agent accruing from and after the Closing Date; (b) this Agreement shall not in any way release or impair the rights, duties, Obligations, guarantees or Liens created pursuant to the Existing Credit Agreement or any other Loan Document (as defined therein) or affect the relative priorities thereof, in each case to the extent in force and effect thereunder as of the Closing Date and except as superseded or otherwise modified hereby or by documents, instruments and agreements executed and delivered in connection herewith, and all of such rights, duties, Obligations, guarantees and Liens are hereby assumed, ratified and affirmed by the Credit Parties; (c) all indemnification obligations of the Credit Parties under the Existing Credit Agreement and any other Loan Documents (as defined therein) that by their terms are to survive the termination thereof shall survive the execution and delivery of this Agreement and shall continue in full force and effect for the benefit of the Lenders, the Agent, and any other Person indemnified under the Existing Credit Agreement or any other Loan Document (as defined

86

therein) at any time prior to the Closing Date pursuant to and for so long as such provisions so provide, (d) the Obligations incurred under the Existing Credit Agreement shall, to the extent outstanding on the Closing Date, including, without limitation, any outstanding Letters of Credit and Letter of Credit Obligations, continue outstanding under this Agreement and shall not be deemed to be paid, released, discharged or otherwise satisfied by the execution of this Agreement, and this Agreement shall not constitute a refinancing, substitution or novation of such Obligations or any of the other rights, duties and obligations of the parties hereunder, and the terms “Obligations”, “Guaranteed Obligations” and “Secured Obligations” as such terms are used in the Loan Documents shall include the Obligations as amended and restated under this Agreement; (e) the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy of the Lenders or the Agent or the Collateral Trustee (as defined therein) under the Existing Credit Agreement, nor constitute a waiver of any covenant, agreement or obligation under the Existing Credit Agreement, except to the extent that any such covenant, agreement or obligation is no longer set forth herein or is modified hereby; (f) any and all references to the Existing Credit Agreement in any Collateral Document or other Loan Document shall, without further action of the parties, be deemed a reference to the Existing Credit Agreement, as amended and restated by this Agreement, and as this Agreement shall be further amended, restated, supplemented or otherwise modified from time to time, and any and all references to the Collateral Documents or Loan Documents in any such Collateral Documents or any other Loan Documents shall be deemed a reference to the Collateral Documents or Loan Documents under the Existing Credit Agreement, as amended and restated by this Agreement, and as the Collateral Documents or other Loan Documents shall be further amended, restated, supplemented or otherwise modified from time to time; (g) the Liens granted by each Credit Party pursuant to the Collateral Documents to which it is a party shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date and (h) the guarantees of the Obligations granted by each Credit Party (other than the Borrower) pursuant to the Guaranty shall continue without any diminution thereof and shall remain in full force and effect on and after the Closing Date.

ARTICLE X-

TAXES, YIELD PROTECTION AND ILLEGALITY

10.1 Taxes.

(a) Except as otherwise provided in this Section 10.1, each payment by any Credit Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, but excluding Excluded Taxes, the “Taxes”).

(b) If any Taxes shall be required by any Requirement of Law to be deducted from or in respect of any amount payable under any Loan Document to any Secured Party (i) such amount shall be increased as necessary to ensure that, after all required deductions for Taxes are made (including deductions applicable to any increases to any amount under this Section 10.1), such Secured Party receives the amount it would have received had no such deductions been made, (ii) the relevant Credit Party shall make such deductions, (iii) the relevant Credit Party shall timely pay the full amount deducted to the relevant taxing authority or other

87

authority in accordance with applicable Requirements of Law and (iv) within 30 days after such payment is made, the relevant Credit Party shall deliver to Agent an original or certified copy of a receipt evidencing such payment or other evidence of payment reasonably satisfactory to Agent.

(c) In addition, the Borrower agrees to pay, and authorizes Agent to pay in its name, any stamp, documentary, excise or property tax, charges or similar levies imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment thereof), in each case arising from the execution, delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (collectively, “Other Taxes”). Within 30 days after the date of any payment of Taxes or Other Taxes by any Credit Party, the Borrower shall furnish to Agent, at its address referred to in Section 9.2, the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment reasonably satisfactory to Agent.

(d) The Borrower shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to Agent), each Secured Party for all Taxes and Other Taxes (including any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 10.1) paid by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. A certificate of the Secured Party (or of Agent on behalf of such Secured Party) claiming any compensation under this clause (d), setting forth the amounts to be paid thereunder and delivered to the Borrower with copy to Agent, shall be conclusive, binding and final for all purposes, absent manifest error. In determining such amount, Agent and such Secured Party may use any reasonable averaging and attribution methods.

(e) Any Lender claiming any additional amounts payable pursuant to this Section 10.1 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its Lending Office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender.

(f) (i) Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding tax or, after a change in any Requirement of Law, is subject to such withholding tax at a reduced rate under an applicable tax treaty, shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (z) from time to time if requested by the Borrower or Agent (or, in the case of a participant or SPV, the relevant Lender), provide Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding tax because the income is effectively connected with a U.S. trade or business), W-8BEN (claiming exemption from, or a reduction of, U.S. withholding tax under an income tax treaty) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a Non-

88

U.S. Lender Party claiming exemption under Sections 871(h) or 881(c) of the Code, Form W-8BEN (claiming exemption from U.S. withholding tax under the portfolio interest exemption) or any successor form and a certificate in form and substance acceptable to Agent that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower and Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding tax or are subject to such tax at a rate reduced by an applicable tax treaty, the Credit Parties and Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.

(ii) Each U.S. Lender Party shall (A) on or prior to the date such U.S. Lender Party becomes a “U.S. Lender Party” hereunder, (B) on or prior to the date on which any such form or certification expires or becomes obsolete, (C) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (f) and (D) from time to time if requested by the Borrower or Agent (or, in the case of a participant or SPV, the relevant Lender), provide Agent and the Borrower (or, in the case of a participant or SPV, the relevant Lender) with two completed originals of Form W-9 (certifying that such U.S. Lender Party is entitled to an exemption from U.S. backup withholding tax) or any successor form.

(iii) Each Lender having sold a participation in any of its Obligations or identified an SPV as such to Agent shall collect from such participant or SPV the documents described in this clause (f) and provide them to Agent.

(iv) If a payment made to a Non-U.S. Lender Party would be subject to United States federal withholding tax imposed by FATCA if such Non-U.S. Lender Party fails to comply with the applicable reporting requirements of FATCA, such Non-U.S. Lender Party shall deliver to Agent and Borrower any documentation under any Requirement of Law or reasonably requested by Agent or Borrower sufficient for Agent or Borrower to comply with their obligations under FATCA and to determine that such Non-U.S. Lender has complied with such applicable reporting requirements.

10.2 Illegality. If after the date hereof any Lender shall determine that the introduction of any Requirement of Law, or any change in any Requirement of Law or in the interpretation or administration thereof, has made it unlawful, or that any central bank or other Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make LIBOR Rate Loans, then, on notice thereof by such Lender to the Borrower through Agent, the obligation of that Lender to make LIBOR Rate Loans shall be suspended until such Lender shall have notified Agent and the Borrower that the circumstances giving rise to such determination no longer exists.

89

(a) Subject to clause (c) below, if any Lender shall determine that it is unlawful to maintain any LIBOR Rate Loan, the Borrower shall prepay in full all LIBOR Rate Loans of such Lender then outstanding, together with interest accrued thereon, either on the last day of the Interest Period thereof if such Lender may lawfully continue to maintain such LIBOR Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such LIBOR Rate Loans, together with any amounts required to be paid in connection therewith pursuant to Section 10.4.

(b) If the obligation of any Lender to make or maintain LIBOR Rate Loans has been terminated, the Borrower may elect, by giving notice to such Lender through Agent that all Loans which would otherwise be made by any such Lender as LIBOR Rate Loans shall be instead Base Rate Loans.

(c) Before giving any notice to Agent pursuant to this Section 10.2, the affected Lender shall designate a different Lending Office with respect to its LIBOR Rate Loans if such designation will avoid the need for giving such notice or making such demand and will not, in the judgment of the Lender, be illegal or otherwise disadvantageous to the Lender.

10.3 Increased Costs and Reduction of Return.

(a) If any Lender or L/C Issuer shall determine that, due to either (i) the introduction of, or any change in, or in the interpretation of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), in the case of either clause (i) or (ii) subsequent to the date hereof, there shall be any increase in the cost to such Lender or L/C Issuer of agreeing to make or making, funding or maintaining any LIBOR Rate Loans or of issuing or maintaining any Letter of Credit, then the Borrower shall be liable for, and shall from time to time, within thirty (30) days of demand therefor by such Lender or L/C Issuer (with a copy of such demand to Agent), pay to Agent for the account of such Lender or L/C Issuer, additional amounts as are sufficient to compensate such Lender or L/C Issuer for such increased costs; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(a) for any increased costs incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the increased costs and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(b) If any Lender or L/C Issuer shall have determined that:

(i) the introduction of any Capital Adequacy Regulation;

(ii) any change in any Capital Adequacy Regulation;

(iii) any change in the interpretation or administration of any Capital Adequacy Regulation by any central bank or other Governmental Authority charged with the interpretation or administration thereof; or

90

(iv) compliance by such Lender or L/C Issuer (or its Lending Office) or any entity controlling the Lender or L/C Issuer, with any Capital Adequacy Regulation;

affects the amount of capital required or expected to be maintained by such Lender or L/C Issuer or any entity controlling such Lender or L/C Issuer and (taking into consideration such Lender’s or such entities’ policies with respect to capital adequacy and such Lender’s or L/C Issuer’s desired return on capital) determines that the amount of such capital is increased as a consequence of its Commitment(s), loans, credits or obligations under this Agreement, then, within thirty (30) days of demand of such Lender or L/C Issuer (with a copy to Agent), the Borrower shall pay to such Lender or L/C Issuer, from time to time as specified by such Lender or L/C Issuer, additional amounts sufficient to compensate such Lender or L/C Issuer (or the entity controlling the Lender or L/C Issuer) for such increase; provided, that the Borrower shall not be required to compensate any Lender or L/C Issuer pursuant to this subsection 10.3(b) for any amounts incurred more than 180 days prior to the date that such Lender or L/C Issuer notifies the Borrower, in writing of the amounts and of such Lender’s or L/C Issuer’s intention to claim compensation thereof; provided, further, that if the event giving rise to such increase is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

(c) Notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case in respect of this clause (ii) pursuant to Basel III, shall, in each case, be deemed to be a change in a Requirement of Law under subsection (a) above and/or a change in Capital Adequacy Regulation under subsection (b) above, as applicable, regardless of the date enacted, adopted or issued.

10.4 Funding Losses. The Borrower agrees to reimburse each Lender and to hold each Lender harmless from any loss or expense which such Lender may sustain or incur as a consequence of:

(a) the failure of the Borrower to make any payment or mandatory prepayment of principal of any LIBOR Rate Loan (including payments made after any acceleration thereof);

(b) the failure of the Borrower to borrow, continue or convert a Loan after the Borrower has given (or is deemed to have given) a Notice of Borrowing or a Notice of Conversion/Continuation;

(c) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with Section 1.7;

(d) the prepayment (including pursuant to Section 1.8) of a LIBOR Rate Loan on a day which is not the last day of the Interest Period with respect thereto; or

91

(e) the conversion pursuant to Section 1.6 of any LIBOR Rate Loan to a Base Rate Loan on a day that is not the last day of the applicable Interest Period;

including any such loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain its LIBOR Rate Loans hereunder or from fees payable to terminate the deposits from which such funds were obtained; provided that, with respect to the expenses described in clauses (d) and (e) above, such Lender shall have notified Agent of any such expense within two (2) Business Days of the date on which such expense was incurred. Solely for purposes of calculating amounts payable by the Borrower to the Lenders under this Section 10.4 and under subsection 10.3(a): each LIBOR Rate Loan made by a Lender (and each related reserve, special deposit or similar requirement) shall be conclusively deemed to have been funded at the LIBOR used in determining the interest rate for such LIBOR Rate Loan by a matching deposit or other borrowing in the interbank Eurodollar market for a comparable amount and for a comparable period, whether or not such LIBOR Rate Loan is in fact so funded.

10.5 Inability to Determine Rates. If Agent shall have determined in good faith that for any reason adequate and reasonable means do not exist for ascertaining the LIBOR for any requested Interest Period with respect to a proposed LIBOR Rate Loan or that the LIBOR applicable pursuant to subsection 1.3(a) for any requested Interest Period with respect to a proposed LIBOR Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding or maintaining such Loan, Agent will forthwith give notice of such determination to the Borrower and each Lender. Thereafter, the obligation of the Lenders to make or maintain LIBOR Rate Loans hereunder shall be suspended until Agent revokes such notice in writing. Upon receipt of such notice, the Borrower may revoke any Notice of Borrowing or Notice of Conversion/Continuation then submitted by it. If the Borrower does not revoke such notice, the Lenders shall make, convert or continue the Loans, as proposed by the Borrower, in the amount specified in the applicable notice submitted by the Borrower, but such Loans shall be made, converted or continued as Base Rate Loans.

10.6 Reserves on LIBOR Rate Loans. The Borrower shall pay to each Lender, as long as such Lender shall be required under regulations of the Federal Reserve Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as “Eurocurrency liabilities”), additional costs on the unpaid principal amount of each LIBOR Rate Loan equal to actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive absent manifest error), payable on each date on which interest is payable on such Loan provided the Borrower shall have received at least fifteen (15) days’ prior written notice (with a copy to Agent) of such additional interest from the Lender. If a Lender fails to give notice fifteen (15) days prior to the relevant Interest Payment Date, such additional interest shall be payable fifteen (15) days from receipt of such notice.

10.7 Certificates of Lenders. Any Lender claiming reimbursement or compensation pursuant to this Article X shall deliver to the Borrower (with a copy to Agent) a certificate setting forth in reasonable detail the amount payable to such Lender hereunder and such certificate shall be conclusive and binding on the Borrower in the absence of manifest error.

92

ARTICLE XI -

DEFINITIONS

11.1 Defined Terms. The following terms are defined in the Sections or subsections referenced opposite such terms:

“Affected Lender”	9.22
“Aggregate Excess Funding Amount”	1.11(e)(iv)
“Borrower”	Preamble
“Borrower Materials”	9.10(d)
“Capital Expenditures	Exhibit 4.2(b)
“Cash Interest Coverage Ratio”	Exhibit 4.2(b)
“Communications Laws”	3.26(a)
“Consolidated Adjusted EBITDA”	Exhibit 4.2(b)
“Credit Facility Leverage Ratio”	Exhibit 4.2(b)
“EBITDA”	Exhibit 4.2(b)
“Event of Default”	7.1
“Existing Credit Agreement”	Recitals
“Fee Letter”	1.9(a)
“Fixed Charge Coverage Ratio”	Exhibit 4.2(b)
“Incremental Effective Date”	1.12(a)
“Incremental Facility” or “Incremental Facilities”	1.12(a)
“Incremental Facility Request”	1.12(a)
“Incremental Joinder”	1.12(d)
“Incremental Letters of Credit”	1.12(d)
“Incremental Revolving Loan Commitment”	1.12(a)
“Incremental Revolving Loans”	1.12(a)
“Incremental Term Loan”	1.12(a)
“Incremental Term Loan Commitment”	1.12(a)
“Indemnified Matters”	9.6
“Indemnitee”	9.6
“Interest Expense”	Exhibit 4.2(b)
“Investments”	5.4
“L/C Reimbursement Agreement”	1.1(c)
“L/C Reimbursement Date”	1.1(c)
“L/C Request”	1.1(c)
“L/C Sublimit”	1.1(c)
“Lender”	Preamble
“Letter of Credit Fee”	1.9(c)
“Material Media License”	7.1(m)
“Maximum Lawful Rate”	1.3(d)
“Maximum Revolving Loan Balance”	1.1(b)
“MNPI”	9.10(a)
“MVPD”	3.26(d)
“Notice of Conversion/Continuation”	1.6(a)

93

“Original Closing Date”	Recitals
“Other Taxes”	10.1(b)
“Permitted Liens”	5.1
“Pro Forma EBITDA”	Exhibit 4.2(b)
“Register”	1.4(b)
“Restricted Payments”	5.11
“Replacement Lender”	9.22
“Revolving Loan Commitment”	1.1(b)
“Revolving Loan”	1.1(b)
“Sale”	9.9(a)
“Settlement Date”	1.11(b)
“Target EBITDA”	Exhibit 4.2(b)
“Taxes”	10.1(a)
“Term Loan”	1.1(a)
“Term Loan Commitment”	1.1(a)
“Total Net Leverage Ratio”	Exhibit 4.2(b)
“Unused Commitment Fee”	1.9(b)

In addition to the terms defined elsewhere in this Agreement, the following terms have the following meanings:

“Account” means, as at any date of determination, all “accounts” (as such term is defined in the UCC) of the Borrower and its Subsidiaries, including, without limitation, the unpaid portion of the obligation of a customer of the Borrower or any of its Subsidiaries in respect of Inventory purchased by and shipped to such customer and/or the rendition of services by the Borrower or such Subsidiary, as stated on the respective invoice of the Borrower or such Subsidiary, net of any credits, rebates or offsets owed to such customer.

“Account Debtor” means the customer of the Borrower or any of its Subsidiaries who is obligated on or under an Account.

“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of a Person, (b) the acquisition of in excess of fifty percent (50%) of the Stock and Stock Equivalents of any Person or otherwise causing any Person to become a Subsidiary of the Borrower, or (c) a merger or consolidation or any other combination with another Person.

“Affiliate” means, as to any Person, any other Person which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. A Person shall be deemed to control another Person if the controlling Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of the other Person, whether through the ownership of voting securities, by contract or otherwise. Without limitation, any director, executive officer or beneficial owner of ten percent (10%) or more of the Stock (either directly or through ownership of Stock Equivalents) of a Person shall for the purposes of this Agreement, be deemed to be an Affiliate of such Person. Notwithstanding the foregoing, no Secured Party shall be deemed an “Affiliate” of any Credit Party or of any Subsidiary of any Credit Party solely by reason of the provisions of the Loan Documents.

94

“Affiliation Agreements” means each Master Affiliation Agreement and any additional or replacement affiliation or similar agreement between the Borrower 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, and (ii) the changes in such agreement from the Master Affiliation Agreements existing on the Closing Date would be materially adverse to the Borrower, the applicable Subsidiary or the Lenders, such agreement shall be in form reasonably satisfactory to the Agent), or between the Borrower 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, and (ii) the changes in such agreement from the Master Affiliation Agreements existing on the Closing Date would be materially adverse to the Borrower, the applicable Subsidiary or the Lenders, such agreement shall be in form reasonably satisfactory to the 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 GE Capital in its capacity as administrative agent for the Lenders hereunder, and any successor administrative agent.

“Aggregate Revolving Loan Commitment” means the combined Revolving Loan Commitments of the Lenders, which shall initially be in the amount of $30,000,000, as such amount may be reduced from time to time pursuant to this Agreement or increased as a result of any Incremental Revolving Loan Commitment.

“Aggregate Term Loan Commitment” means the combined Term Loan Commitments of the Lenders, which shall initially be in the amount of $20,000,000, as such amount may be reduced from time to time pursuant to this Agreement or increased as a result of any Incremental Term Loan Commitments.

“Applicable Margin” means:

(a) for the period commencing on the Closing Date through the last day of the calendar month during which financial statements for the Fiscal Year ending December 31, 2012 are delivered: (i) if a Base Rate Loan, two and three-quarters percent (2.75%) per annum and (ii) if a LIBOR Rate Loan, three and three-quarters percent (3.75%) per annum; and

(b) thereafter, the Applicable Margin shall equal the applicable LIBOR margin or Base Rate margin in effect from time to time determined as set forth below based upon the applicable Total Net Leverage Ratio then in effect pursuant to the appropriate column under the table below:

95

Total Net Leverage Ratio	LIBOR Margin			Base Rate Margin
> 5.00 to 1.00		3.75	%		2.75	%
< 5.00 to 1.00		3.50	%		2.50	%

The Applicable Margin shall be adjusted from time to time upon delivery to Agent of the financial statements required to be delivered pursuant to Section 4.1 hereof accompanied by a written calculation of the Total Net Leverage Ratio certified on behalf of the Borrower by a Responsible Officer of the Borrower as of the end of the Fiscal Quarter or Fiscal Year for which such financial statements are delivered. If such calculation indicates that the Applicable Margin shall increase or decrease, then on the first day of the calendar month following the date of delivery of such financial statements and written calculation, the Applicable Margin shall be adjusted in accordance therewith; provided, however, that if the Borrower shall fail to deliver any such financial statements for any such Fiscal Quarter or Fiscal Year by the date required pursuant to Section 4.1, then, at Agent’s election, effective as of the first day of the calendar month following the end of the month during which such financial statements were to have been delivered, and continuing through the first day of the calendar month following the date (if ever) when such financial statements and such written calculation are finally delivered, the Applicable Margin shall be conclusively presumed to equal the highest Applicable Margin specified in the pricing table set forth above.

In the event that any financial statement or Compliance Certificate delivered pursuant to Sections 4.1 or 4.2 is inaccurate, and such inaccuracy, if corrected, would have led to the imposition of a higher Applicable Margin for any period than the Applicable Margin applied for that period, then (i) the Borrower shall promptly deliver to Agent a corrected financial statement and a corrected Compliance Certificate for that period, (ii) the Applicable Margin shall be determined based on the corrected Compliance Certificate for that period, and (iii) the Borrower shall immediately pay to Agent (for the account of the Lenders that hold the Commitments and Loans at the time such payment is received, regardless of whether those Lenders held the Commitments and Loans during the relevant period) the accrued additional interest owing as a result of such increased Applicable Margin for that period. This paragraph shall not limit the rights of Agent or the Lenders with respect to subsection 1.3(c) and Article VII hereof, and shall survive the termination of this Agreement until the payment in full of the aggregate outstanding principal balance of the Loans then outstanding and the termination of the Commitments.

“Approved Fund” means, with respect to any Lender, any Person (other than a natural Person) that (a) (i) is or will be engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the Ordinary Course of Business or (ii) temporarily warehouses loans for any Lender or any Person described in clause (i) above and (b) is advised or managed by (i) such Lender, (ii) any Affiliate of such Lender or (iii) any Person (other than an individual) or any Affiliate of any Person (other than an individual) that administers or manages such Lender.

96

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

“Assignment” means an assignment agreement entered into by a Lender, as assignor, and any Person, as assignee, pursuant to the terms and provisions of Section 9.9 (with the consent of any party whose consent is required by Section 9.9), accepted by Agent, substantially in the form of Exhibit 11.1(a) or any other form approved by Agent.

“Attorney Costs” means and includes all reasonable fees and disbursements of any law firm or other external counsel.

“Availability” means, as of any date of determination, the amount by which (a) the Maximum Revolving Loan Balance exceeds (b) the aggregate outstanding principal balance of Revolving Loans.

“Bankruptcy Code” means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. §101, et seq.).

“Base Rate” means, for any day, a rate per annum equal to the highest of (a) the rate last quoted by The Wall Street Journal as the “Prime Rate” in the United States or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by Agent) or any similar release by the Federal Reserve Board (as determined by Agent), (b) the sum of 0.50% per annum and the Federal Funds Rate, and (c) the sum of (x) LIBOR calculated for each such day based on an Interest Period of three months determined two (2) Business Days prior to such day, plus (y) the excess of the Applicable Margin for LIBOR Rate Loans over the Applicable Margin for Base Rate Loans, in each instance, as of such day. Any change in the Base Rate due to a change in any of the foregoing shall be effective on the effective date of such change in the “bank prime loan” rate, the Federal Funds Rate or LIBOR for an Interest Period of three months.

“Base Rate Loan” means a Loan that bears interest based on the Base Rate.

“Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The term “Beneficially Own” will have correlative meaning.

“Benefit Plan” means any employee benefit plan as defined in Section 3(3) of ERISA (whether governed by the laws of the United States or otherwise) to which any Credit Party incurs or otherwise has any obligation or liability, contingent or otherwise.

97

“Borrowing” means a borrowing hereunder consisting of Loans made to or for the benefit of the Borrower on the same day by the Lenders pursuant to Article I.

“Business Day” means any day that is not a Saturday, Sunday or a day on which banks are required or authorized to close in New York City and, when determined in connection with notices and determinations in respect of LIBOR or any LIBOR Rate Loan or any funding, conversion, continuation, Interest Period or payment of any LIBOR Rate Loan, that is also a day on which dealings in Dollar deposits are carried on in the London interbank market.

“Cable Act” means Title VI of the Communications Act of 1934, as amended, 47 U.S.C. §§ 151 et seq., and all other provisions of the Cable Communications Policy Act of 1984, Pub. L. No. 98-549, and the Cable Television Consumer Protection and Competition Act of 1992, Pub. L. No. 102-385, and the Telecommunications Act of 1996, Pub. L. No. 104-104, as such statutes may be amended from time to time, and the rules and regulations promulgated thereunder by the FCC.

“Capital Adequacy Regulation” means any guideline, request or directive of any central bank or other Governmental Authority, or any other law, rule or regulation, whether or not having the force of law, in each case, regarding capital adequacy of any Lender or of any corporation controlling a Lender.

“Capital Lease” means any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease.

“Capital Lease Obligations” means all monetary obligations of any Credit Party or any Subsidiary of any Credit Party under any Capital Leases.

“Cash Equivalents” means (a) any readily-marketable securities (i) issued by, or directly, unconditionally and fully guaranteed or insured by the United States federal government or (ii) issued by any agency of the United States federal government the obligations of which are fully backed by the full faith and credit of the United States federal government, (b) any readily-marketable direct obligations issued by any other agency of the United States federal government, any state of the United States or any political subdivision of any such state or any public instrumentality thereof, in each case having a rating of at least “A-1” from S&P or at least “P-1” from Moody’s, (c) any commercial paper rated at least “A-1” by S&P or “P-1” by Moody’s and issued by any Person organized under the laws of any state of the United States, (d) any Dollar-denominated time deposit, insured certificate of deposit, overnight bank deposit or bankers’ acceptance issued or accepted by (i) any Lender or (ii) any commercial bank that is (A) organized under the laws of the United States, any state thereof or the District of Columbia, (B) “adequately capitalized” (as defined in the regulations of its primary federal banking regulators) and (C) has Tier 1 capital (as defined in such regulations) in excess of $250,000,000 and (e) shares of any United States money market fund that (i) has substantially all of its assets invested continuously in the types of investments referred to in clause (a), (b), (c) or (d) above with maturities as set forth in the proviso below, (ii) has net assets in excess of $500,000,000 and (iii) has obtained from either S&P or Moody’s the highest rating obtainable for money market funds in the United States; provided, however, that the maturities of all obligations specified in any of clauses (a), (b), (c) or (d) above shall not exceed 365 days.

98

“Closing Date” means December 20, 2012.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means all Property and interests in Property and proceeds thereof now owned or hereafter acquired by any Credit Party, any of their respective Subsidiaries and any other Person who has granted a Lien to Collateral Trustee, in or upon which a Lien is granted or purported to be granted now or hereafter exists in favor of any Lender or Agent or Collateral Trustee for the benefit of Agent, Collateral Trustee, Lenders and other Secured Parties, whether under this Agreement or under any other documents executed by any such Persons and delivered to Agent.

“Collateral Documents” means, collectively, the Guaranty, the Security Agreement, the Mortgages, each Control Agreement and all other security agreements, pledge agreements, patent and trademark security agreements, guarantees and other similar agreements, and all amendments, restatements, modifications or supplements thereof or thereto, by or between any one or more of any Credit Party, any of their respective Subsidiaries or any other Person pledging or granting a lien on Collateral or guaranteeing the payment and performance of the Obligations, and the Collateral Trustee, any Lender or Agent for the benefit of Agent, Collateral Trustee, the Lenders and other Secured Parties now or hereafter delivered to the Collateral Trustee, the Lenders or Agent pursuant to or in connection with the transactions contemplated hereby, and all financing statements (or comparable documents now or hereafter filed in accordance with the UCC or comparable law) against any such Person as debtor in favor of any Lender or Agent or Collateral Trustee for the benefit of Agent, Collateral Trustee, the Lenders and the other Secured Parties, as secured party, as any of the foregoing may be amended, restated and/or modified from time to time.

“Collateral Trustee” means GE Capital or such other person as is designated as the successor collateral trustee in accordance with the Intercreditor Agreement.

“Commitment” means, for each Lender, the sum of its Revolving Loan Commitment and its Term Loan Commitment.

“Commitment Percentage” means, as to any Lender, the percentage equivalent of such Lender’s Revolving Loan Commitment or Term Loan Commitment, divided by the Aggregate Revolving Loan Commitment or Aggregate Term Loan Commitment, as applicable; provided that after the Term Loans have been funded, Commitment Percentages shall be determined for the Term Loans by reference to the outstanding principal balance thereof as of any date of determination rather than Commitments therefor; provided, further, that following acceleration of the Loans, such term means, as to any Lender, the percentage equivalent of the principal amount of the Loans held by such Lender, divided by the aggregate principal amount of the Loans held by all Lenders.

“Consolidated Secured Leverage Ratio” means, as of any date of determination, the ratio of (i) total consolidated secured Indebtedness of Borrower and its Subsidiaries as of such date, after giving effect to all incurrences and repayments of Indebtedness on or about such date, to (ii) Pro Forma EBITDA for the most recent four consecutive Fiscal Quarters for which financial statements are available ending prior to such date.

99

“Contingent Obligation” means, as to any Person, any direct or indirect liability, contingent or otherwise, of that Person: (a) with respect to any Indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto; (b) with respect to any letter of credit issued for the account of that Person or as to which that Person is otherwise liable for reimbursement of drawings; (c) under any Rate Contracts; (d) to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement; or (e) for the obligations of another Person through any agreement to purchase, repurchase or otherwise acquire such obligation or any Property constituting security therefor, to provide funds for the payment or discharge of such obligation or to maintain the solvency, financial condition or any balance sheet item or level of income of another Person. The amount of any Contingent Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or, if not a fixed and determined amount, the maximum amount so guaranteed or supported.

“Continuing Directors” means, as of any date of determination, any member of the board of directors of the Borrower who (i) was a member of such board of directors on the Closing Date; or (ii) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board of directors at the time of such nomination or election.

“Contractual Obligations” means, as to any Person, any provision of any security issued by such Person or of any agreement, undertaking, contract, indenture, mortgage, deed of trust or other instrument, document or agreement to which such Person is a party or by which it or any of its Property is bound.

“Control Agreement” means a tri-party deposit account, securities account or commodities account control agreement by and among the applicable Credit Party, the Collateral Trustee and the depository, securities intermediary or commodities intermediary, and each in form and substance reasonably satisfactory to the Collateral Trustee and in any event providing to the Collateral Trustee “control” of such deposit account, securities or commodities account within the meaning of Articles 8 and 9 of the UCC.

“Conversion Date” means any date on which the Borrower converts a Base Rate Loan to a LIBOR Rate Loan or a LIBOR Rate Loan to a Base Rate Loan.

“Copyrights” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to copyrights and all mask work, database and design rights, whether or not registered or published, all registrations and recordations thereof and all applications in connection therewith.

100

“Credit Parties” means the Borrower and each other Person (i) which executes a guaranty of the Obligations, and (ii) which grants a Lien on all or substantially all of its assets to secure payment of the Obligations.

“Default” means any event or circumstance which, with the giving of notice, the lapse of time, or both, would (if not cured or otherwise remedied during such time) constitute an Event of Default.

“Disposition” means (a) the sale, lease, conveyance or other disposition of Property, other than sales or other dispositions expressly permitted by Section 5.2 (other than subsections 5.2(b) and 5.2(f)), and (b) the sale or transfer by the Borrower or any Subsidiary of the Borrower of any Stock or Stock Equivalent issued by any Subsidiary of the Borrower and held by such transferor Person, in each case, other than sales or other dispositions permitted by Section 5.2 (other than subsections 5.2(b) and 5.2(f)).

“Disqualified Stock” means any Stock that, by its terms, by the terms of any security into which it is convertible, or for which it is exchangeable, or by contract or otherwise, is, or upon the happening of any event or passage of time would be, required to be redeemed on or prior to the date that is one year after the date of maturity of the Loans, or is redeemable at the option of the holder thereof, or is convertible into or exchangeable for debt securities in any such case on or prior to such date. Notwithstanding the preceding sentence, any Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Borrower to repurchase such Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the “asset disposition” provisions applicable to such Stock are no more favorable to the holders of such Stock than the provisions contained in Section 5.2 of this Agreement. The term “Disqualified Stock” will also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Loans mature.

“Dollars”, “dollars” and “$” each mean lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary incorporated, organized or otherwise formed under the laws of the United States, any state thereof or the District of Columbia.

“Domestic Wholly-Owned Subsidiary” means an Wholly-Owned Subsidiary that is a Domestic Subsidiary.

“Electronic Transmission” means each document, instruction, authorization, file, information and any other communication transmitted, posted or otherwise made or communicated by e-mail or E-Fax, or otherwise to or from an E-System.

“Environmental Laws” means all present and future Requirements of Law and Permits imposing liability or standards of conduct for or relating to the regulation and protection of human health, safety, the workplace, the environment and natural resources, and including public notification requirements and environmental transfer of ownership, notification or approval statutes.

101

“Environmental Liabilities” means all Liabilities (including costs of Remedial Actions, natural resource damages and costs and expenses of investigation and feasibility studies, including the cost of environmental consultants and Attorneys’ Costs) that may be imposed on, incurred by or asserted against any Credit Party or any Subsidiary of any Credit Party as a result of, or related to, any claim, suit, action, investigation, proceeding or demand by any Person, whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law or otherwise, arising under any Environmental Law or in connection with any environmental, health or safety condition or with any Release and resulting from the ownership, lease, sublease or other operation or occupation of property by any Credit Party or any Subsidiary of any Credit Party, whether on, prior or after the date hereof.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” means, collectively, any Credit Party and any Person under common control or treated as a single employer with, any Credit Party, within the meaning of Section 414(b), (c), (m) or (o) of the Code.

“ERISA Event” means any of the following: (a) a reportable event described in Section 4043(b) of ERISA (or, unless the 30-day notice requirement has been duly waived under the applicable regulations, Section 4043(c) of ERISA) with respect to a Title IV Plan; (b) the withdrawal of any ERISA Affiliate from a Title IV Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the complete or partial withdrawal of any ERISA Affiliate from any Multiemployer Plan; (d) with respect to any Multiemployer Plan, the filing of a notice of reorganization, insolvency or termination (or treatment of a plan amendment as termination) under Section 4041A of ERISA; (e) the filing of a notice of intent to terminate a Title IV Plan (or treatment of a plan amendment as termination) under Section 4041 of ERISA; (f) the institution of proceedings to terminate a Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any required contribution to any Title IV Plan or Multiemployer Plan when due; (h) the imposition of a lien under Section 412 or 430(k) of the Code or Section 303 or 4068 of ERISA on any property (or rights to property, whether real or personal) of any ERISA Affiliate; (i) the failure of a Benefit Plan or any trust thereunder intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Requirements of Law to qualify thereunder; (j) a Title IV plan is in “at risk” status within the meaning of Code Section 430(i); (k) a Multiemployer Plan is in “endangered status” or “critical status” within the meaning of Section 432(b) of the Code; and (l) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Title IV Plan or Multiemployer Plan or for the imposition of any material liability upon any ERISA Affiliate under Title IV of ERISA other than for PBGC premiums due but not delinquent.

“Event of Loss” means, with respect to any Property, any of the following: (a) any loss, destruction or damage of such Property; (b) any pending or threatened institution of any proceedings for the condemnation or seizure of such Property or for the exercise of any right of eminent domain; or (c) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such Property, or confiscation of such Property or the requisition of the use of such Property.

102

“Excluded Equity Issuance” means an issuance of (a) Stock or Stock Equivalents by the Borrower to management or employees of a Credit Party under any employee stock option or stock purchase plan or other employee benefits plan in existence from time to time, (b) Stock or Stock Equivalents by a Wholly-Owned Subsidiary of the Borrower to the Borrower or another Wholly-Owned Subsidiary of the Borrower constituting an Investment permitted hereunder, (c) Stock or Stock Equivalents by a Wholly-Owned Subsidiary of the Borrower to the Borrower or another Wholly-Owned Subsidiary of the Borrower constituting an Investment permitted hereunder, and (d) Stock or Stock Equivalents by a Foreign Subsidiary of such Foreign Subsidiary to qualify directors where required pursuant to a Requirement of Law or to satisfy other requirements of applicable law, in each instance, with respect to the ownership of Stock of Foreign Subsidiaries.

“Excluded Tax” means, with respect to any Secured Party, (a) taxes measured by net income (including branch profit taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document); (b) withholding taxes to the extent that the obligation to withhold amounts existed on the date that such Person became a “Secured Party” under this Agreement in the capacity under which such Person makes a claim under subsection 10.1(b) or designates a new Lending Office, except in each case to the extent such Person is a direct or indirect assignee (other than pursuant to Section 9.22) of any other Secured Party that was entitled, at the time the assignment to such Person became effective, to receive additional amounts under subsection 10.1(b); (c) taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to subsection 10.1(f), and (d) in the case of a Non-U.S. Lender Party, any United States federal withholding taxes imposed on amounts payable to such Non-U.S. Lender Party as a result of such Non-U.S. Lender Party’s failure to comply with FATCA to establish a complete exemption from withholding thereunder.

“E-Fax” means any system used to receive or transmit faxes electronically.

“E-Signature” means the process of attaching to or logically associating with an Electronic Transmission an electronic symbol, encryption, digital signature or process (including the name or an abbreviation of the name of the party transmitting the Electronic Transmission) with the intent to sign, authenticate or accept such Electronic Transmission.

“E-System” means any electronic system approved by Agent, including Intralinks^® and ClearPar^® and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by Agent, any of its Related Persons or any other Person, providing for access to data protected by passcodes or other security system.

“FATCA” means sections 1471, 1472, 1473 and 1474 of the Code, the United States Treasury Regulations promulgated thereunder and published guidance with respect thereto.

103

“FCC” means the Federal Communications Commission or any Governmental Authority which succeeds to the duties and functions presently performed by the Federal Communications Commission.

“FCC Licenses” means any community antenna relay service, broadcast auxiliary license, earth station license or registration, business radio, microwave or special safety radio service license issued by the FCC pursuant to the Communications Laws.

“Federal Flood Insurance” means Federally backed Flood Insurance available under the National Flood Insurance Program to owners of real property improvements located in Special Flood Hazard Areas in a community participating in the National Flood Insurance Program.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers as determined by Agent in a commercially reasonable manner.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or any entity succeeding to any of its principal functions.

“FEMA” means the Federal Emergency Management Agency, a component of the U.S. Department of Homeland Security that administers the National Flood Insurance Program.

“Final Availability Date” means the earlier of the Revolving Termination Date and one (1) Business Day prior to the date specified in clause (a) of the definition of Revolving Termination Date.

“FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended.

“First Tier Foreign Subsidiary” means a Foreign Subsidiary held directly by a Credit Party or indirectly by a Credit Party.

“Fiscal Quarter” means any of the quarterly accounting periods of the Credit Parties ending on March 31, June 30, September 30 and December 31 of each year.

“Fiscal Year” means any of the annual accounting periods of the Credit Parties ending on December 31 of each year.

“Flood Insurance” means, for any Real Estate located in a Special Flood Hazard Area, Federal Flood Insurance or private insurance reasonably satisfactory to Agent, in either case, that (a) meets the requirements set forth by FEMA in its Mandatory Purchase of Flood Insurance Guidelines, (b) shall include a deductible not to exceed $50,000 and (c) shall have a coverage amount equal to the lesser of (i) the “replacement cost value” of the buildings and any personal property Collateral located on the Real Estate as determined under the National Flood Insurance Program or (ii) the maximum policy limits set under the National Flood Insurance Program.

104

“Foreign Subsidiary” means, with respect to any Person, a Subsidiary of such Person, which Subsidiary is not a Domestic Subsidiary.

“Funded Indebtedness” means, as of any date of measurement, all Indebtedness of the Borrower and its Subsidiaries as of the date of measurement (other than Indebtedness of the type described in clauses (e), (g), (h), (i) and (j) (other than with respect to clause (j), guarantees of Indebtedness of others of the type not described in clauses (e), (g), (h) and (i) of the definition of Indebtedness) of the definition of Indebtedness).

“GAAP” means generally accepted accounting principles in the United States of America, as in effect from time to time, set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants, in the statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions and comparable stature and authority within the accounting profession) that are applicable to the circumstances as of the date of determination. Subject to Section 11.3, all references to “GAAP” shall be to GAAP applied consistently with the principles used in the preparation of the financial statements described in subsection 3.11(a).

“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national entity (including the European Union and the European Central Bank) and any self-regulatory organization (including the National Association of Insurance Commissioners).

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

“Guaranty” means the Guaranty, dated as of the Original Closing Date, among the guarantors party thereto and Agent, providing for the guaranty by the Credit Parties (other than the Borrower) of the Obligations.

“Hazardous Materials” means any substance, material or waste that is regulated or otherwise gives rise to liability under any Environmental Law, including but not limited to any “Hazardous Waste” as defined by the Resource Conservation and Recovery Act (RCRA) (42 U.S.C. § 6901 et seq. (1976)), any “Hazardous Substance” as defined under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA) (42 U.S.C. §9601 et seq. (1980)), any contaminant, pollutant, petroleum or any fraction thereof, asbestos, asbestos containing material, polychlorinated biphenyls, mold, and radioactive substances or any other substance that is toxic, ignitable, reactive, corrosive, caustic, or dangerous.

“Hedging Obligations” means, with respect to any specified Person, the obligations of such Person under: (a) any Rate Contract, including any interest rate protection agreement, interest rate future agreement, interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement or other similar agreement or arrangement or any foreign exchange contract, currency swap agreement or other similar agreement or arrangement; or (b) any commodity forward contract, commodity swap agreement, commodity option agreement or other similar agreement or arrangement.

105

“Impacted Lender” means any Lender that fails to provide Agent, within three (3) Business Days following Agent’s written request, satisfactory assurance that such Lender will not become a Non-Funding Lender, or any Lender that has a Person that directly or indirectly controls such Lender and such Person (a) becomes subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (b) has appointed a custodian, conservator, receiver or similar official for such Person or any substantial part of such Person’s assets, or (c) makes a general assignment for the benefit of creditors, is liquidated, or is otherwise adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for each of clauses (a) through (c), Agent has determined that such Lender is reasonably likely to become a Non-Funding Lender. For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of Affiliate.

“Indebtedness” of any Person means, without duplication: (a) all indebtedness for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services, including earnouts (other than trade payables entered into in the Ordinary Course of Business); (c) the face amount of all letters of credit issued for the account of such Person and without duplication, all drafts drawn thereunder and all reimbursement or payment obligations with respect to letters of credit, surety bonds and other similar instruments issued by such Person; (d) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property, assets or businesses; (e) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by the Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such Property); (f) all Capital Lease Obligations; (g) the principal balance outstanding under any synthetic lease, off-balance sheet loan or similar off balance sheet financing product; (h) all obligations, whether or not contingent, to purchase, redeem, retire, defease or otherwise acquire for value any of its own Stock or Stock Equivalents (or any Stock or Stock Equivalent of a direct or indirect parent entity thereof) prior to the date that is 180 days after the later of the Revolving Termination Date and the Term Loan Maturity Date, valued at, in the case of redeemable preferred Stock, the greater of the voluntary liquidation preference and the involuntary liquidation preference of such Stock plus accrued and unpaid dividends; (i) all indebtedness referred to in clauses (a) through (h) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in Property (including accounts and contracts rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; and (j) all Contingent Obligations described in clause (a) of the definition thereof in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (i) above.

“Insolvency Proceeding” means (a) any case, action or proceeding before any court or other Governmental Authority relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up or relief of debtors, or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors, or other, similar arrangement in respect of its creditors generally or any substantial portion of its creditors; in each case in (a) and (b) above, undertaken under U.S. federal, state or foreign law, including the Bankruptcy Code.

106

“Intellectual Property” means all rights, title and interests in or relating to intellectual property and industrial property arising under any Requirement of Law and all IP Ancillary Rights relating thereto, including all Copyrights, Patents, Trademarks, Internet Domain Names, Trade Secrets and IP Licenses.

“Intercreditor Agreement” means that certain Collateral Trust and Intercreditor Agreement dated as of the Original Closing Date by and among GE Capital, as Collateral Trustee, Agent, the Credit Parties and the Senior Note Trustee, as the same may be amended, restated and/or modified from time to time subject to the terms thereof.

“Interest Payment Date” means, (a) with respect to any LIBOR Rate Loan (other than a LIBOR Rate Loan having an Interest Period of six (6) months or more) the last day of each Interest Period applicable to such Loan, (b) with respect to any LIBOR Rate Loan having an Interest Period of six (6) months or more), the last day of each three (3) month interval and, without duplication, the last day of such Interest Period, and (c) with respect to Base Rate Loans the first day following the end of each calendar month.

“Interest Period” means, with respect to any LIBOR Rate Loan, the period commencing on the Business Day such Loan is disbursed or continued or on the Conversion Date on which a Base Rate Loan is converted to the LIBOR Rate Loan and ending on the date one, three or six, or, if available to all Lenders, nine or twelve months thereafter, as selected by the Borrower in its Notice of Borrowing or Notice of Conversion/Continuation; provided that:

(a) if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day which is not a Business Day, that Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month, in which event such Interest Period shall end on the immediately preceding Business Day;

(b) any Interest Period pertaining to a LIBOR Rate Loan 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 end on the last Business Day of the calendar month at the end of such Interest Period;

(c) no Interest Period for a Term Loan or any portion thereof shall extend beyond the Term Loan Maturity Date and no Interest Period for any Revolving Loan shall extend beyond the Revolving Termination Date; and

(d) no Interest Period applicable to a Term Loan or any portion thereof shall extend beyond any date upon which is due any scheduled principal payment in respect of the Term Loans unless the aggregate principal amount of Term Loans represented by Base Rate Loans or by LIBOR Rate Loans having Interest Periods that will expire on or before such date is equal to or in excess of the amount of such principal payment.

107

“Internet Domain Name” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to internet domain names.

“Inventory” means all of the “inventory” (as such term is defined in the UCC) of the Borrower and its Subsidiaries, including, but not limited to, all merchandise, raw materials, parts, supplies, work-in-process and finished goods intended for sale, together with all the containers, packing, packaging, shipping and similar materials related thereto, and including such inventory as is temporarily out of the Borrower’s or such Subsidiary’s custody or possession, including inventory on the premises of others and items in transit.

“IP Ancillary Rights” means, with respect to any Intellectual Property, as applicable, all foreign counterparts to, and all divisionals, reversions, continuations, continuations-in-part, reissues, reexaminations, renewals and extensions of, such Intellectual Property and all income, royalties, proceeds and Liabilities at any time due or payable or asserted under or with respect to any of the foregoing or otherwise with respect to such Intellectual Property, including all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof, and, in each case, all rights to obtain any other IP Ancillary Right.

“IP License” means all Contractual Obligations (and all related IP Ancillary Rights), whether written or oral, granting any right, title and interest in or relating to any Intellectual Property.

“IRS” means the Internal Revenue Service of the United States and any successor thereto.

“Issue” means, with respect to any Letter of Credit, to issue, extend the expiration date of, renew (including by failure to object to any automatic renewal on the last day such objection is permitted), increase the face amount of, or reduce or eliminate any scheduled decrease in the face amount of, such Letter of Credit, or to cause any Person to do any of the foregoing. The terms “Issued” and “Issuance” have correlative meanings.

“L/C Issuer” means any Lender or an Affiliate thereof or a bank or other legally authorized Person, in each case, reasonably acceptable to Agent, in such Person’s capacity as an issuer of Letters of Credit hereunder.

“L/C Reimbursement Obligation” means, for any Letter of Credit, the obligation of the Borrower to the L/C Issuer thereof or to Agent, as and when matured, to pay all amounts drawn under such Letter of Credit.

“Lending Office” means, with respect to any Lender, the office or offices of such Lender specified as its “Lending Office” beneath its name on the applicable signature page hereto, or such other office or offices of such Lender as it may from time to time notify the Borrower and Agent.

“Letter of Credit” means documentary or standby letters of credit Issued for the account of the Borrower by L/C Issuers, and bankers’ acceptances issued by Borrower, for which Agent and Lenders have incurred Letter of Credit Obligations.

108

“Letter of Credit Obligations” means all outstanding obligations incurred by Agent and Lenders at the request of the Borrower, whether direct or indirect, contingent or otherwise, due or not due, in connection with the Issuance of Letters of Credit by L/C Issuers or the purchase of a participation as set forth in subsection 1.1(c) with respect to any Letter of Credit. The amount of such Letter of Credit Obligations shall equal the maximum amount that may be payable by Agent and Lenders thereupon or pursuant thereto.

“Liabilities” means all claims, actions, suits, judgments, damages, losses, liability, obligations, responsibilities, fines, penalties, sanctions, costs, fees, taxes, commissions, charges, disbursements and expenses (including without limitation, those incurred upon any appeal or in connection with the preparation for and/or response to any subpoena or request for document production relating thereto), in each case of any kind or nature (including interest accrued thereon or as a result thereto and fees, charges and disbursements of financial, legal and other advisors and consultants), whether joint or several, whether or not indirect, contingent, consequential, actual, punitive, treble or otherwise.

“LIBOR” means, for each Interest Period, the offered rate per annum for deposits of Dollars for the applicable Interest Period that appears on Reuters Screen LIBOR01 Page as of 11:00 A.M. (London, England time) on the day which is two (2) Business Days prior to the first day in such Interest Period. If no such offered rate exists, such rate will be the rate of interest per annum, as determined by Agent (rounded upwards, if necessary, to the nearest 1/100 of 1%) at which deposits of Dollars in immediately available funds are offered at 11:00 A.M. (London, England time) two (2) Business Days prior to the first day in such Interest Period by major financial institutions reasonably satisfactory to Agent in the London interbank market for such Interest Period for the applicable principal amount on such date of determination.

“LIBOR Rate Loan” means a Loan that bears interest based on LIBOR.

“License Subsidiary” means any special purpose Subsidiary of Borrower that (i) observes all corporate formalities, maintains separate books and records, does not commingle assets with any affiliate, holds no assets other than the FCC Licenses, and has no financial obligations other than to the Agent and Lenders as a Guarantor, (ii) is organized pursuant to organizational documents reasonably satisfactory to the Agent, (iii) is a Guarantor upon or prior to the time of acquiring any FCC License and (iv) has granted a Lien in its assets to the Agent pursuant to the Collateral Documents, subject to such limitations as are applicable under Communications Laws.

“Lien” means any mortgage, deed of trust, pledge, hypothecation, assignment, charge or deposit arrangement, encumbrance, lien (statutory or otherwise) or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including those created by, arising under or evidenced by any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing, or the filing of any financing statement naming the owner of the asset to which such lien relates as debtor, under the UCC or any comparable law) and any contingent or other agreement to provide any of the foregoing, but not including the interest of a lessor under a lease which is not a Capital Lease. Any Lien affecting a Station License shall be limited to the extent permitted by the Communications Laws.

109

“Loan” means an extension of credit by a Lender to the Borrower pursuant to Article I, and may be a Base Rate Loan or a LIBOR Rate Loan.

“Loan Documents” means this Agreement, the Notes, the Fee Letter, the Collateral Documents, the Master Agreement for Standby Letters of Credit, the Master Agreement for Documentary Letters of Credit, the Intercreditor Agreement and all documents delivered to Agent and/or any Lender in connection with any of the foregoing.

“Margin Stock” means “margin stock” as such term is defined in Regulation T, U or X of the Federal Reserve Board.

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

“Material Adverse Effect” means: (a) a material adverse change in, or a material adverse effect upon, the operations, business, performance, Properties, condition (financial or otherwise) or prospects of the Borrower or the Credit Parties and their Subsidiaries taken as a whole; (b) a material adverse change in, or a material adverse effect on, the ability of any Credit Party, any Subsidiary of any Credit Party or any other Person (other than Agent or Lenders) to perform in any material respect its obligations under any Loan Document; or (c) a material adverse effect upon (i) the legality, validity, binding effect or enforceability of any Loan Document, or (ii) the perfection or priority of any Lien granted to the Lenders or to Agent or Collateral Trustee for the benefit of the Secured Parties under any of the Collateral Documents.

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

“Material Environmental Liabilities” means Environmental Liabilities exceeding $7,500,000 in the aggregate.

“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 the Borrower or any Subsidiary (including, without limitation, the FCC Licenses).

“Mortgage” means any deed of trust, leasehold deed of trust, mortgage, leasehold mortgage, deed to secure debt, leasehold deed to secure debt or other document creating a Lien on Real Estate or any interest in Real Estate.

“Multiemployer Plan” means any multiemployer plan, as defined in Section 3(37) or 4001(a)(3) of ERISA, as to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

110

“National Flood Insurance Program” means the program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973, as revised by the National Flood Insurance Reform Act of 1994, that mandates the purchase of flood insurance to cover real property improvements located in Special Flood Hazard Areas in participating communities and provides protection to property owners through a federal insurance program.

“Net Issuance Proceeds” means, in respect of any issuance of equity or incurrence of Indebtedness, cash proceeds (including cash proceeds as and when received in respect of non-cash proceeds received or receivable in connection with such issuance), net of underwriting discounts and reasonable out-of-pocket costs and expenses paid or incurred in connection therewith in favor of any Person not an Affiliate of Borrower.

“Net Proceeds” means proceeds in cash, checks or other cash equivalent financial instruments (including Cash Equivalents) as and when received by the Person making a Disposition, as well as insurance proceeds and condemnation and similar awards received on account of an Event of Loss, net of: (a) in the event of a Disposition (i) the direct costs relating to such Disposition excluding amounts payable to Borrower or any Affiliate of Borrower, (ii) sale, use or other transaction taxes paid or payable as a result thereof, (iii) amounts required to be applied to repay principal, interest and prepayment premiums and penalties on Indebtedness secured by a Lien on the asset which is the subject of such Disposition and (iv) in the case of any Disposition by a Subsidiary, payments to holders of Stock in such Subsidiary in such capacity (other than such Stock held by the Borrower or any Subsidiary) to the extent that such payment is required to permit the distribution of such proceeds in respect of the Stock in such Subsidiary held by the Borrower or any Subsidiary and (b) in the event of an Event of Loss, (i) all money actually applied to repair or reconstruct the damaged Property or Property affected by the condemnation or taking, (ii) all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, and (iii) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments.

“Non-Funding Lender” means any Lender that has (a) failed to fund any payments required to be made by it under the Loan Documents within two (2) Business Days after any such payment is due (excluding expense and similar reimbursements that are subject to good faith disputes), (b) given written notice (and Agent has not received a revocation in writing), to Borrower, Agent, any Lender, or the L/C Issuer or has otherwise publicly announced (and Agent has not received notice of a public retraction) that such Lender believes it will fail to fund payments or purchases of participations required to be funded by it under the Loan Documents or one or more other syndicated credit facilities, (c) failed to fund, and not cured, loans, participations, advances, or reimbursement obligations under one or more other syndicated credit facilities, unless subject to a good faith dispute, or (d) any Lender that has (i) become subject to a voluntary or involuntary case under the Bankruptcy Code or any similar bankruptcy laws, (ii) a custodian, conservator, receiver or similar official appointed for it or any substantial part of such Person’s assets, or (iii) made a general assignment for the benefit of creditors, been liquidated, or otherwise been adjudicated as, or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or bankrupt, and for clause (d), Agent has determined that such Lender is reasonably likely to fail to fund any payments required to be made by it under the Loan Documents. For purposes of this definition, control of a Person shall have the same meaning as in the second sentence of the definition of Affiliate.

111

“Non-U.S. Lender Party” means each of Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is not a United States person as defined in Section 7701(a)(30) of the Code.

“Note” means any Revolving Note or Term Note and “Notes” means all such Notes.

“Notice of Borrowing” means a notice given by the Borrower to Agent pursuant to Section 1.5, in substantially the form of Exhibit 11.1(c) hereto.

“Obligations” means all Loans, and other Indebtedness, advances, debts, liabilities, obligations, covenants and duties owing by any Credit Party to any Lender, Agent, Collateral Trustee, any L/C Issuer, any Secured Swap Provider or any other Person required to be indemnified, that arises under any Loan Document or any Secured Rate Contract, whether or not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty, indemnification or in any other manner, whether direct or indirect (including those acquired by assignment), absolute or contingent, due or to become due, now existing or hereafter arising and however acquired.

“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business, as conducted by any such Person in accordance with past practice and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in any Loan Document.

“Organization Documents” means, (a) for any corporation, the certificate or articles of incorporation, the bylaws, any certificate of determination or instrument relating to the rights of preferred shareholders of such corporation, and any shareholder rights agreement, (b) for any partnership, the partnership agreement and, if applicable, certificate of limited partnership, (c) for any limited liability company, the operating agreement and articles or certificate of formation or (d) any other document setting forth the manner of election or duties of the officers, directors, managers or other similar persons, or the designation, amount or relative rights, limitations and preference of the Stock of a Person.

“Patents” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to letters patent and applications therefor.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, P.L. 107-56, as amended.

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

“Permits” means, with respect to any Person, any permit, approval, authorization, license, registration, certificate, concession, grant, franchise, variance or permission from, and any other Contractual Obligations with, any Governmental Authority, in each case whether or not having the force of law and applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

112

“Permitted Acquisition” means any Acquisition by (i) a Credit Party of all or substantially all of the assets of a Target, or a business or division of a Person, which assets are located in the United States, Canada or Mexico or (ii) a Credit Party of 100% of the Stock and Stock Equivalents of a Target organized under the laws of any State in the United States or the District of Columbia or under the laws of Canada or Mexico, in each case, to the extent that each of the following conditions shall have been satisfied:

(a) to the extent the Acquisition will be financed in whole or in part with the proceeds of any Loan, the conditions set forth in Section 2.2 shall have been satisfied;

(b) the Borrower shall have notified Agent and Lenders of such proposed Acquisition and furnished to Agent and Lenders at least thirty (30) days prior to the consummation thereof (unless otherwise approved by Agent) (1) a description of the proposed Acquisition and assets (setting forth in reasonable detail the terms and conditions of such Acquisition) and, at the request of Agent, such other information and documents that Agent may request, including, without limitation, executed counterparts of the respective agreements, documents or instruments pursuant to which such Acquisition is to be consummated (including, without limitation, any related management, non-compete, employment, option or other material agreements), any schedules to such agreements, documents or instruments and all other material ancillary agreements, instruments and documents to be executed or delivered in connection therewith, (2) pro forma financial statements of the Borrower and its Subsidiaries after giving effect to the consummation of such Acquisition, (3) a certificate of a Responsible Officer of the Borrower demonstrating on a pro forma basis for the most recently completed trailing twelve month period compliance with the covenant set forth in Section 6.1 (regardless of whether such covenant applies at such time) after giving effect to the consummation of such Acquisition (including after giving effect to reasonable and identified cost savings projected by the Borrower in accordance with the definition of “Pro Forma EBITDA”) and (4) copies of such other agreements, instruments and other documents as Agent reasonably shall request;

(c) the Borrower and its Subsidiaries (including any new Subsidiary) shall execute and deliver the agreements, instruments and other documents required by Section 4.13 and Agent shall have received, for the benefit of the Secured Parties, a collateral assignment of the seller’s representations, warranties and indemnities to the Borrower or any of its Subsidiaries under the acquisition documents;

(d) such Acquisition shall not be hostile and shall have been approved by the board of directors (or other similar body) and/or the stockholders or other equityholders of the Target;

(e) no Default or Event of Default shall then exist or would exist after giving effect thereto;

(f) after giving effect to such Acquisition, and, on average, on a pro forma basis, for the ninety (90) day periods immediately preceding and immediately succeeding the closing of the Acquisition, Availability shall be not less than $7,500,000;

113

(g) the total consideration paid or payable (including without limitation, all transaction costs, assumed Indebtedness and Liabilities incurred, assumed or reflected on a consolidated balance sheet of the Credit Parties and their Subsidiaries after giving effect to such Acquisition and the maximum amount of all deferred payments, including earnouts) for (i) any single Acquisition or series of Acquisitions shall not exceed $45,000,000 and (ii) all Acquisitions consummated during the term of this Agreement shall not exceed $125,000,000 in the aggregate for all such Acquisitions;

(h) the Target is in a Permitted Business and all of its assets are located in the United States or Canada; provided that, the Credit Parties may make Acquisitions otherwise permitted hereunder of Targets having assets located in Mexico in an aggregate amount during the term of this Agreement of up to $15,000,000 (unless otherwise approved by the Agent); and

(i) the Target has Consolidated Adjusted EBITDA, subject to pro forma adjustments acceptable to Agent, for the most recent twelve months prior to the acquisition date for which financial statements are available, greater than zero; provided that the Credit Parties may make Acquisitions otherwise permitted hereunder of Targets having Consolidated Adjusted EBITDA, subject to pro forma adjustments acceptable to Agent, for the most recent twelve months prior to the acquisition date for which financial statements are available, less than or equal to zero, in an aggregate during the term of this Agreement of up to $15,000,000;

provided that clauses (g) and (i) shall not apply to any Acquisition, if, on the day of the consummation of such Acquisition, no Revolving Loans (excluding, for the avoidance of doubt, any undrawn Letter of Credit Obligations) are outstanding.

“Permitted Business” means any business conducted or proposed to be conducted by the Company and its Subsidiaries on the Closing Date and other businesses reasonably related or ancillary thereto, including, without limitation, businesses related to media and broadcast content as well as digital, interactive, online and/or downloadable programming and other content deliverable over various media platforms such as the Internet, computers, portable electronic devices, mobile communications devices and similar technologies.

“Permitted Holders” means Walter Ulloa, Philip Wilkinson and Paul Zevnik.

“Permitted Refinancing” means Indebtedness constituting a refinancing or extension, renewal, replacement, defeasance or refund of Indebtedness permitted under Section 5.5 that (a) has an aggregate outstanding principal amount not greater than the aggregate principal amount of the Indebtedness being refinanced or extended (plus unpaid accrued interest and premium thereon, any committed or undrawn amounts and reasonable and customary underwriting discounts, fees, commissions and expenses, associated with such Permitted Refinancing Indebtedness), (b) has a weighted average maturity (measured as of the date of such refinancing or extension) and maturity no shorter than that of the Indebtedness being refinanced or extended, (c) is not entered into as part of a sale leaseback transaction, (d) is not secured by a Lien on any assets other than the collateral securing the Indebtedness being refinanced or extended, (e) the obligors of which are the same as the obligors of the Indebtedness being refinanced or extended, (f) is subordinated (i) in right of payment and (ii) in right to the proceeds of the Collateral, if applicable, to the Obligations, on terms at least as favorable, taken as a whole, to the Agent and the Lenders as those contained in the documentation governing the Indebtedness being refinanced or extended and (g) is otherwise on terms no less favorable to the Credit Parties, taken as a whole, than those of the Indebtedness being refinanced or extended.

114

“Person” means any individual, partnership, corporation (including a business trust and a public benefit corporation), joint stock company, estate, association, firm, enterprise, trust, limited liability company, unincorporated association, joint venture and any other entity or Governmental Authority.

“Pledged Collateral” has the meaning specified in the Security Agreement and shall include any other Collateral required to be delivered to Agent or Collateral Trustee pursuant to the terms of any Collateral Document.

“Priority Lien Debt” has the meaning set forth in the Senior Note Agreement (as in effect on the date hereof).

“Program Services Agreements” means any local marketing agreement, time brokerage agreement, program services agreement or similar agreement to which the Borrower or any Subsidiary is party, providing for a Person, other than the licensee of such station, to program or sell advertising on all or any portion of the broadcast time of any television or radio station.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.

“Rate Contracts” means swap agreements (as such term is defined in Section 101 of the Bankruptcy Code) and any other agreements or arrangements designed to provide protection against fluctuations in interest or currency exchange rates.

“Real Estate” means any real property owned, leased, subleased or otherwise operated or occupied by any Credit Party or any Subsidiary of any Credit Party.

“Related Party” means (i) any controlling stockholder, 66 2/3% owned Subsidiary, or immediate family member (in the case of an individual) of any Permitted Holder; or (ii) any trust, corporation, partnership or other entity, the beneficiaries, stockholders, partners, owners or persons beneficially holding a 66 2/3% controlling interest of which consist of any one or more Permitted Holders and/or such other Persons referred to in the immediately preceding clause (i).

“Related Persons” means, with respect to any Person, each Affiliate of such Person and each director, officer, employee, agent, trustee, representative, attorney, accountant and each insurance, environmental, legal, financial and other advisor (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article II) and other consultants and agents of or to such Person or any of its Affiliates.

“Releases” means any release, threatened release, spill, emission, leaking, pumping, pouring, emitting, emptying, escape, injection, deposit, disposal, discharge, dispersal, dumping, leaching or migration of Hazardous Material into or through the environment.

115

“Remedial Action” means all actions required to (a) clean up, remove, treat or in any other way address any Hazardous Material in the indoor or outdoor environment, (b) prevent or minimize any Release so that a Hazardous Material does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment or (c) perform pre remedial studies and investigations and post-remedial monitoring and care with respect to any Hazardous Material.

“Required Lenders” means, subject to Section 1.11(e), at any time (a) Lenders then holding more than fifty percent (50%) of the sum of the Aggregate Revolving Loan Commitment then in effect plus the aggregate unpaid principal balance of the Term Loans then outstanding, or (b) if the Aggregate Revolving Loan Commitments have terminated, Lenders then holding more than fifty percent (50%) of the sum of the aggregate unpaid principal amount of Loans then outstanding and the then outstanding Letter of Credit Obligations; provided, that with respect to any vote on any matter requiring an “Act of Instructing Debtholders” under and as defined in the Intercreditor Agreement, the percentages specified above shall instead be sixty six and two-thirds percent (66 2/3%).

“Required Revolving Lenders” means at any time (a) Lenders then more than fifty percent (50%) of the sum of the Aggregate Revolving Loan Commitments then in effect, or (b) if the Aggregate Revolving Loan Commitments have terminated, Lenders then holding more than fifty percent (50%) of the sum of the aggregate outstanding amount of Revolving Loans then outstanding and the then outstanding Letter of Credit Obligations.

“Requirement of Law” means, with respect to any Person, the common law and any federal, state, local, foreign, multinational or international laws, statutes, codes, treaties, standards, rules and regulations, guidelines, ordinances, orders, judgments, writs, injunctions, decrees (including administrative or judicial precedents or authorities) and the interpretation or administration thereof by, and other determinations, directives, requirements or requests of, any Governmental Authority, in each case whether or not having the force of law and that are applicable to or binding upon such Person or any of its Property or to which such Person or any of its Property is subject.

“Responsible Officer” means the chief executive officer or the president of the Borrower or any other officer having substantially the same authority and responsibility; or, with respect to compliance with financial covenants or delivery of financial information, the chief financial officer or the treasurer of the Borrower or any other officer having substantially the same authority and responsibility.

“Revolving Lender” means each Lender with a Revolving Loan Commitment (or if the Revolving Loan Commitments have terminated, who hold Revolving Loans or participations in Letter of Credit Obligations).

“Revolving Note” means a promissory note of the Borrower payable to a Lender in substantially the form of Exhibit 11.1(d) hereto, evidencing Indebtedness of the Borrower under the Revolving Loan Commitment of such Lender.

116

“Revolving Termination Date” means the earlier to occur of: (a) December 20, 2016; and (b) the date on which the Aggregate Revolving Loan Commitment shall terminate in accordance with the provisions of this Agreement.

“Secured Party” means Agent, Collateral Trustee, each Lender, each L/C Issuer, each other Indemnitee and each other holder of any Obligation of a Credit Party including each Secured Swap Provider.

“Secured Rate Contract” means any Rate Contract between Borrower and the counterparty thereto, which (i) has been provided or arranged by GE Capital or an Affiliate of GE Capital, or (ii) Agent has acknowledged in writing constitutes a “Secured Rate Contract” hereunder.

“Secured Swap Provider” means (i) a Lender or an Affiliate of a Lender (or a Person who was a Lender or an Affiliate of a Lender at the time of execution and delivery of a Rate Contract) who has entered into a Secured Rate Contract with Borrower, or (ii) a Person with whom Borrower has entered into a Secured Rate Contract provided or arranged by GE Capital or an Affiliate of GE Capital, and any assignee thereof.

“Security Agreement” means that certain Security Agreement, dated as of the Original Closing Date, made by the Credit Parties in favor of General Electric Capital Corporation, as collateral trustee (in such capacity and together with its permitted successors and assigns, the “Collateral Trustee”), for the benefit of the secured parties named therein, as the same may be amended, restated and/or modified from time to time.

“Senior Note Documents” means the Senior Note Agreement, the Senior Notes and the Senior Note Purchase Agreement.

“Senior Note Agreement” means the Indenture dated as of July 27, 2010 among Borrower, the other persons party thereto that are designated as “Initial Guarantors” and Wells Fargo Bank, National Association, as trustee, as the same may be amended, restated and/or modified from time to time.

“Senior Note Purchase Agreement” means the Purchase Agreement, dated as of July 22, 2010, among the Borrower, the guarantors party thereto and Citigroup Global Markets Inc.

“Senior Notes” means the 8.75% Senior Notes of the Borrower due 2017.

“Significant Subsidiary” means any Subsidiary that would constitute a “significant subsidiary” within the meaning of Article 1 of Regulation S-X of the Securities Act of 1933.

“Software” means (a) all computer programs, including source code and object code versions, (b) all data, databases and compilations of data, whether machine readable or otherwise, and (c) all documentation, training materials and configurations related to any of the foregoing.

117

“Solvent” means, with respect to any Person as of any date of determination, that, as of such date, (a) the value of the assets of such Person (both at fair value and present fair saleable value) is greater than the total amount of liabilities (including contingent and unliquidated liabilities) of such Person, (b) such Person is able to pay all liabilities of such Person as such liabilities mature and (c) such Person does not have unreasonably small capital. In computing the amount of contingent or unliquidated liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Special Flood Hazard Area” means an area that FEMA’s current flood maps indicate has at least a one percent (1%) chance of a flood equal to or exceeding the base flood elevation (a 100-year flood) in any given year.

“SPV” means any special purpose funding vehicle identified as such in a writing by any Lender to Agent.

“Station” means any radio station, any full-service television station, low power television station, Class A television station, and television translator system now or hereafter operated or controlled by the Borrower or any of its License Subsidiaries.

“Station Licenses” shall mean all licenses, permits, permissions and other authorizations issued by the FCC for the operation of the Stations operated or controlled by Borrower or any of its License Subsidiaries.

“Stock” means all shares of capital stock (whether denominated as common stock or preferred stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting.

“Stock Equivalents” means all securities convertible into or exchangeable for Stock or any other Stock Equivalent and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any Stock or any other Stock Equivalent, whether or not presently convertible, exchangeable or exercisable.

“Subordinated Indebtedness” means any Indebtedness of any Credit Party or any Subsidiary of any Credit Party which is subordinated to the Obligations as to right and time of payment and as to other rights and remedies thereunder and having such other terms as are, in each case, reasonably satisfactory to Agent.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity, the management of which is, directly or indirectly, controlled by, or of which an aggregate of more than fifty percent (50%) of the voting Stock is, at the time, owned or controlled directly or indirectly by, such Person or one or more Subsidiaries of such Person.

“Target” means any other Person or business unit or asset group of any other Person acquired or proposed to be acquired in an Acquisition.

118

“Tax Affiliate” means, (a) the Borrower and its Subsidiaries and (b) any Affiliate of the Borrower with which the Borrower files or is eligible to file consolidated, combined or unitary tax returns.

“TeleFutura” means TeleFutura, Inc., a Delaware corporation.

“Term Loan Maturity Date” means December 20, 2016.

“Term Note” means a promissory note of the Borrower payable to a Lender, in substantially the form of Exhibit 11.1(e) hereto, evidencing the Indebtedness of the Borrower to such Lender resulting from the Term Loan made to the Borrower by such Lender or its predecessor(s).

“Title IV Plan” means a pension plan subject to Title IV of ERISA, other than a Multiemployer Plan, to which any ERISA Affiliate incurs or otherwise has any obligation or liability, contingent or otherwise.

“Trade Secrets” means all right, title and interest (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trade secrets.

“Trademark” means all rights, title and interests (and all related IP Ancillary Rights) arising under any Requirement of Law in or relating to trademarks, trade names, corporate names, company names, business names, fictitious business names, trade styles, service marks, logos and other source or business identifiers and, in each case, all goodwill associated therewith, all registrations and recordations thereof and all applications in connection therewith.

“Trigger Event” means any event, transaction or occurrence as a result of which Consolidated Adjusted EBITDA of the Borrower and its Subsidiaries is less than $40,000,000 (as calculated for the most recently ended twelve month period after giving effect to any such event, transaction or occurrence, on a pro forma basis).

“UCC” means the Uniform Commercial Code of any applicable jurisdiction and, if the applicable jurisdiction shall not have any Uniform Commercial Code, the Uniform Commercial Code as in effect from time to time in the State of New York.

“United States” and “U.S.” each means the United States of America.

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

“U.S. Lender Party” means each of Agent, each Lender, each L/C Issuer, each SPV and each participant, in each case that is a United States person as defined in Section 7701(a)(30) of the Code.

“Voting Stock” of any Person as of any date means the Stock of such Person that is ordinarily entitled to vote in the election of the board of directors of such Person.

119

“Wholly-Owned Subsidiary” of a Person means any Subsidiary of such Person, all of the Stock and Stock Equivalents of which (other than directors’ qualifying shares required by law) are owned by such Person, either directly or through one or more Wholly-Owned Subsidiaries of such Person.

11.2 Other Interpretive Provisions.

(a) Defined Terms. Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined terms shall be equally applicable to the singular and plural forms of the defined terms. Terms (including uncapitalized terms) not otherwise defined herein and that are defined in the UCC shall have the meanings therein described.

(b) The Agreement. The words “hereof”, “herein”, “hereunder” and words of similar import when used in this Agreement or any other Loan Document shall refer to this Agreement or such other Loan Document as a whole and not to any particular provision of this Agreement or such other Loan Document; and subsection, section, schedule and exhibit references are to this Agreement or such other Loan Documents unless otherwise specified.

(c) Certain Common Terms. The term “documents” includes any and all instruments, documents, agreements, certificates, indentures, notices and other writings, however evidenced. The term “including” is not limiting and means “including without limitation.”

(d) Performance; Time. Whenever any performance obligation hereunder or under any other Loan Document (other than a payment obligation) shall be stated to be due or required to be satisfied on a day other than a Business Day, such performance shall be made or satisfied on the next succeeding Business Day. For the avoidance of doubt, the initial payments of interest and fees relating to the Obligations (other than amounts due on the Closing Date) shall be due and paid on the first day of the first month or quarter, as applicable, following the entry of the Obligations onto the operations systems of Agent, but in no event later than the first day of the second month or quarter, as applicable, following the Closing Date. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including”; the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including.” If any provision of this Agreement or any other Loan Document refers to any action taken or to be taken by any Person, or which such Person is prohibited from taking, such provision shall be interpreted to encompass any and all means, direct or indirect, of taking, or not taking, such action.

(e) Contracts. Unless otherwise expressly provided herein or in any other Loan Document, references to agreements and other contractual instruments, including this Agreement and the other Loan Documents, shall be deemed to include all subsequent amendments, thereto, restatements and substitutions thereof and other modifications and supplements thereto which are in effect from time to time, but only to the extent such amendments and other modifications are not prohibited by the terms of any Loan Document.

120

(f) Laws. References to any statute or regulation may be made by using either the common or public name thereof or a specific cite reference and are to be construed as including all statutory and regulatory provisions related thereto or consolidating, amending, replacing, supplementing or interpreting the statute or regulation.

11.3 Accounting Terms and Principles. All accounting determinations required to be made pursuant hereto shall, unless expressly otherwise provided herein, be made in accordance with GAAP. No change in the accounting principles used in the preparation of any financial statement hereafter adopted by the Borrower shall be given effect for purposes of measuring compliance with any provision of Article V or VI unless the Borrower, Agent and the Required Lenders agree to modify such provisions to reflect such changes in GAAP and, unless such provisions are modified, all financial statements, Compliance Certificates and similar documents provided hereunder shall be provided together with a reconciliation between the calculations and amounts set forth therein before and after giving effect to such change in GAAP. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to in Article V and Article VI shall be made, without giving effect to any election under Accounting Standards Codification 825-10 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other Liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” A breach of a financial covenant contained in Article VI shall be deemed to have occurred as of any date of determination by Agent or as of the last day of any specified measurement period, regardless of when the financial statements reflecting such breach are delivered to Agent.

11.4 Payments. Agent may set up standards and procedures to determine or redetermine the equivalent in Dollars of any amount expressed in any currency other than Dollars and otherwise may, but shall not be obligated to, rely on any determination made by any Credit Party or any L/C Issuer. Any such determination or redetermination by Agent shall be conclusive and binding for all purposes, absent manifest error. No determination or redetermination by any Secured Party or any Credit Party and no other currency conversion shall change or release any obligation of any Credit Party or of any Secured Party (other than Agent and its Related Persons) under any Loan Document, each of which agrees to pay separately for any shortfall remaining after any conversion and payment of the amount as converted. Agent may round up or down, and may set up appropriate mechanisms to round up or down, any amount hereunder to nearest higher or lower amounts and may determine reasonable de minimis payment thresholds.

[Signature Pages Follow.]

121

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

BORROWER: ENTRAVISION COMMUNICATIONS CORPORATION
By:	/s/ Christopher T. Young
Name:	Christopher T. Young
Title:	Executive Vice President, Chief Financial Officer and Treasurer
FEIN: 95-4783236 Address for notices: Entravision Communications Corporation 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404 Attention: Walter F. Ulloa, Chairman and Chief Executive Officer Facsimile: (310) 449-4706 With a copy to: Entravision Communications Corporation 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404 Attention: Chief Financial Officer Facsimile: (310) 449-4726 With a copy to: Entravision Communications Corporation 2425 Olympic Boulevard, Suite 6000 West Santa Monica, California 90404 Attention: General Counsel Facsimile: (310) 449-1306 Address for wire transfers:

ENTRAVISION, L.L.C., a Delaware limited liability company FEIN: 95-4635405   ENTRAVISION EL-PASO, L.L.C., a Delaware limited liability company FEIN: 95-4635149   ENTRAVISION-TEXAS G.P., LLC, a Delaware limited liability company FEIN: 27-3432832   ENTRAVISION-TEXAS L.P., INC., a Delaware corporation FEIN: 04-3589346   ARIZONA RADIO, INC., a Delaware corporation FEIN: 88-0305822   Z-SPANISH MEDIA CORPORATION, a Delaware corporation FEIN: 68-0415278   LOS CEREZOS TELEVISION COMPANY, a Delaware corporation FEIN: 52-1189716   LATIN COMMUNICATIONS GROUP INC., a Delaware corporation FEIN: 13-4006852   DIAMOND RADIO, INC., a California corporation FEIN: 68-0370595 ENTRAVISION SAN DIEGO, INC., a California corporation FEIN: 33-0921979   ENTRAVISION HOLDINGS, LLC, a California limited liability company FEIN: 95-4850445   THE COMMUNITY BROADCASTING COMPANY OF SAN DIEGO, INCORPORATED, a California corporation FEIN: 33-0459185   CHANNEL FIFTY SEVEN, INC., a California corporation FEIN: 33-0637781   VISTA TELEVISION, INC., a California corporation FEIN: 33-0622519   ASPEN FM, INC., a Colorado corporation FEIN: 91-0253467   ENTRAVISION-TEXAS LIMITED PARTNERSHIP, a Texas limited partnership FEIN: 75-3010492   ENTRAVISION COMMUNICATIONS COMPANY, L.L.C., a Delaware limited liability company FEIN: 95-4566568   LOTUS/ENTRAVISION REPS, LLC, a Delaware limited liability company FEIN: 95-4871909

By:	/s/ Christopher T. Young
Name:	Christopher T. Young
Title:	Executive Vice President, Chief Financial Officer and Treasurer

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written.

GENERAL ELECTRIC CAPITAL CORPORATION, as Agent and as a Lender
By:	/s/ Andy Welicky
Name:	Andy Welicky
Title:	Its Duly Authorized Signatory
Address for Notices: General Electric Capital Corporation 11175 Cicero Drive, Suite 600 Alpharetta, Georgia 30022 Attn: Entravision Communications Account Manager Facsimile: (678) 624-7903 With a copy to: General Electric Capital Corporation 201 Merritt 7 P.O. Box 5201 Norwalk, Connecticut 06851 Attn: General Counsel-Global Sponsor Finance Facsimile: (203) 956-4216 Address for payments: ABA No. 021-001-033 Account Number 50279791 Deutsche Bank Trust Company Americas New York, New York Account Name: GECC/CAF DEPOSITORY Reference: CFN            /Entravision

Schedule 1.1(a)

Term Loan Commitments

Lender	Term Loan Commitment
General Electric Capital Corporation	$	20,000,000

Schedule 1.1(b)

Revolving Loan Commitments

Lender	Revolving Loan Commitment
General Electric Capital Corporation	$	30,000,000

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF

ENTRAVISION COMMUNICATIONS CORPORATION

Except as indicated below, the following entities are direct/indirect 100% owned subsidiaries of the registrant:

Arizona Radio, Inc., a Delaware corporation

Aspen FM, Inc., a Colorado corporation

Channel Fifty Seven, Inc., a California corporation

Diamond Radio, Inc., a California corporation

Entravision-Texas Limited Partnership, a Texas limited partnership

Entravision-Texas G.P., LLC, a Delaware limited liability company

Entravision-Texas L.P., Inc., a Delaware corporation

Entravision Communications Company, L.L.C., a Delaware limited liability company

Entravision Holdings, LLC, a California limited liability company

Entravision, L.L.C., a Delaware limited liability company

Entravision-El Paso, L.L.C., a Delaware limited liability company

Entravision San Diego, Inc., a California corporation

Latin Communications Group Inc., a Delaware corporation

Los Cerezos Television Company, a Delaware corporation

Lotus/Entravision Reps LLC, a Delaware limited liability company

The Community Broadcasting Company of San Diego, Incorporated, a California corporation

Todobebe, LLC, a Delaware limited liability company

Vista Television, Inc., a California corporation

Z-Spanish Media Corporation, a Delaware corporation

Televisora Alco, S. de R.L. de C.V., a Mexico entity (“Alco”) (40% minority, limited voting interest (neutral investment) owned)

Tele Nacional, S. de R.L. de C.V., a Mexico entity (99.9% owned by Alco)

TVNorte, S. de R.L. de C.V., a Mexico entity (98% owned by Alco)

Comercializadora Frontera Norte, S. de R.L. de C.V., a Mexico entity (99.9% owned by the registrant)

26 de Mexico, S. de R.L. de C.V., a Mexico entity

KNVO de Mexico, S. de R.L. de C.V., a Mexico entity

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement (Nos. 333-54438, 333-82718, 333-125279, and 333-159599) on Form S-8 of Entravision Communications Corporation of our reports dated March 8, 2013, relating to our audits of the consolidated financial statements, the financial statement schedule and internal control over financial reporting, and our report dated March 8 , 2013, relating to financial statements of Entravision Holdings, LLC which appear in this Annual Report on Form 10-K of Entravision Communications Corporation for the year ended December 31, 2012.

/s/ McGladrey LLP

Los Angeles, CA

March 8, 2013

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 Annual Report on Form 10-K 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) 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(s) 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: March 8, 2013

/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, Christopher T. Young, certify that:

1. I have reviewed this Annual Report on Form 10-K 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(s) 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) 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(s) 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: March 8, 2013

/S/ CHRISTOPHER T. YOUNG

Christopher T. Young

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 Annual Report on Form 10-K of the Company for the year ended December 31, 2012 (the “Report”) fully complies with the requirements of Section 13(a) 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: March 8, 2013	/S/ WALTER F. ULLOA
	Walter F. Ulloa Chief Executive Officer
Date: March 8, 2013	/S/ CHRISTOPHER T. YOUNG
	Christopher T. Young Chief Financial Officer

XML

Nature of Business (Details)	12 Months Ended
	Dec. 31, 2012 Segment
Nature of Business (Textual) [Abstract]
Number of reportable segments	2
Television [Member]
Nature of Business (Textual) [Abstract]
Segment Operations, Number of Television or radio stations operated	56
Radio [Member]
Nature of Business (Textual) [Abstract]
Segment Operations, Number of Television or radio stations operated	49
Radio operations stations, Number of Location	19

XML

Long-Term Debt (Details 3) (FCC licenses [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2010
Fair value assets measured on recurring and nonrecurring basis
Intangible assets not subject to amortization (FCC licenses)	$ 67.8
Level 3 [Member]
Fair value assets measured on recurring and nonrecurring basis
Intangible assets not subject to amortization (FCC licenses)	$ 67.8

XML

Goodwill and Other Intangible Assets (Details Textual) (USD $)	12 Months Ended
	Dec. 31, 2012 Segment	Dec. 31, 2011	Dec. 31, 2010
Goodwill [Line Items]
Carrying amount	$ 220,701,000	$ 220,701,000
Goodwill and other intangible assets (Textual) [Abstract]
Intangible assets subject to amortization, net	2,700,000	3,800,000	3,400,000
Number of reporting segments	2
FCC licenses [Member]
Goodwill [Line Items]
Recognized impairment losses relating to goodwill	0		9,900,000
Carrying amount			94,000,000
Impairment loss			26,200,000
Entravision Holdings, LLC [Member]
Goodwill [Line Items]
Carrying amount	178,262,000	178,262,000	29,100,000
Amortization expense	0	0	0
Impairment loss			15,400,000
Radio Unit [Member]
Goodwill [Line Items]
Recognized impairment losses relating to goodwill	0	0
Television Unit [Member]
Goodwill [Line Items]
Recognized impairment losses relating to goodwill	$ 0	$ 0

XML

Related Party Transactions (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended				1 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2012 Univision [Member]	May 31, 2011 ECC [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 ECC [Member] Entravision Holdings, LLC [Member]
Related Party Transaction [Line Items]
Common stock percentage held by Univision				10.00%
Number of class A common stock shares converted		1
Percentage of membership interest owned by ECC						100.00%
Acquisition Cost of FCC License					$ 0.7
Related Party Transactions (Textual) [Abstract]
Accounts receivable from third parties	$ 2.3	$ 2.2	$ 2.4

XML

Long-Term Debt (Details Textual) (USD $)	1 Months Ended	12 Months Ended						1 Months Ended		1 Months Ended		12 Months Ended								12 Months Ended		12 Months Ended		12 Months Ended			12 Months Ended	1 Months Ended	12 Months Ended		85 Months Ended			1 Months Ended	12 Months Ended									85 Months Ended		85 Months Ended		85 Months Ended	1 Months Ended	3 Months Ended	85 Months Ended			1 Months Ended	3 Months Ended	85 Months Ended			1 Months Ended		1 Months Ended		1 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended				12 Months Ended												3 Months Ended		6 Months Ended	3 Months Ended
	Mar. 31, 2009	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 20, 2012	Jul. 27, 2010	Mar. 16, 2009	Mar. 31, 2009 Minimum [Member]	Mar. 16, 2009 Minimum [Member]	Mar. 31, 2009 Maximum [Member]	Mar. 16, 2009 Maximum [Member]	Dec. 31, 2012 Parent [Member]	Dec. 31, 2011 Parent [Member]	Dec. 31, 2010 Parent [Member]	Dec. 31, 2012 Entravision Holdings, LLC [Member]	Dec. 31, 2010 Entravision Holdings, LLC [Member]	Dec. 31, 2011 Entravision Holdings, LLC [Member]	Mar. 16, 2009 Entravision Holdings, LLC [Member]	Sep. 30, 2005 Entravision Holdings, LLC [Member]	Dec. 31, 2012 2012 Credit Facility [Member]	Dec. 20, 2012 2012 Credit Facility [Member]	Dec. 31, 2012 2012 Credit Facility [Member] Entravision Holdings, LLC [Member]	Dec. 20, 2012 2012 Credit Facility [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 FCC licenses [Member]	Dec. 31, 2010 FCC licenses [Member]	Dec. 31, 2009 FCC licenses [Member]	Dec. 31, 2010 Interest rate swap agreements [Member]	Mar. 31, 2009 Syndicated Bank Credit Facility [Member]	Dec. 31, 2012 Syndicated Bank Credit Facility [Member]	Dec. 31, 2010 Syndicated Bank Credit Facility [Member]	Sep. 30, 2012 Syndicated Bank Credit Facility [Member]	Mar. 16, 2009 Syndicated Bank Credit Facility [Member]	Sep. 30, 2005 Syndicated Bank Credit Facility [Member]	Mar. 31, 2009 Syndicated Bank Credit Facility [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Syndicated Bank Credit Facility [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2010 Syndicated Bank Credit Facility [Member] Entravision Holdings, LLC [Member]	Mar. 16, 2009 Syndicated Bank Credit Facility [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Letter of Credit [Member]	Dec. 31, 2012 Letter of Credit [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Letter of Credit [Member] 2012 Credit Facility [Member]	Dec. 20, 2012 Letter of Credit [Member] 2012 Credit Facility [Member]	Dec. 31, 2012 Letter of Credit [Member] 2012 Credit Facility [Member] Entravision Holdings, LLC [Member]	Dec. 20, 2012 Letter of Credit [Member] 2012 Credit Facility [Member] Entravision Holdings, LLC [Member]	Sep. 30, 2012 Term Loan [Member]	Sep. 30, 2005 Term Loan [Member]	Sep. 30, 2012 Term Loan [Member] Entravision Holdings, LLC [Member]	Sep. 30, 2005 Term Loan [Member] Entravision Holdings, LLC [Member]	Sep. 30, 2012 Term Loan [Member] Syndicated Bank Credit Facility [Member]	Mar. 31, 2009 New Facility [Member]	Mar. 31, 2010 New Facility [Member]	Sep. 30, 2012 New Facility [Member]	Mar. 16, 2009 New Facility [Member]	Sep. 30, 2005 New Facility [Member]	Mar. 31, 2009 New Facility [Member] Entravision Holdings, LLC [Member]	Mar. 31, 2010 New Facility [Member] Entravision Holdings, LLC [Member]	Sep. 30, 2012 New Facility [Member] Entravision Holdings, LLC [Member]	Mar. 16, 2009 New Facility [Member] Entravision Holdings, LLC [Member]	Sep. 30, 2005 New Facility [Member] Entravision Holdings, LLC [Member]	Mar. 31, 2009 New Facility [Member] Entravision Holdings, LLC [Member] Minimum [Member]	Mar. 16, 2009 New Facility [Member] Entravision Holdings, LLC [Member] Minimum [Member]	Mar. 31, 2009 New Facility [Member] Entravision Holdings, LLC [Member] Maximum [Member]	Mar. 16, 2009 New Facility [Member] Entravision Holdings, LLC [Member] Maximum [Member]	Jul. 31, 2010 Senior Notes [Member]	Dec. 31, 2012 Senior Notes [Member]	Dec. 31, 2011 Senior Notes [Member]	Jul. 27, 2010 Senior Notes [Member]	Jul. 31, 2010 Senior Notes [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2011 Senior Notes [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Senior Notes [Member] Entravision Holdings, LLC [Member]	Jul. 27, 2010 Senior Notes [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Senior Notes [Member] Prior to August 1, 2013, Term One [Member]	Dec. 31, 2012 Senior Notes [Member] Prior to August 1, 2013, Term Two [Member]	Dec. 31, 2012 Senior Notes [Member] Prior to August 1, 2013, Term Two [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Senior Notes [Member] Prior to August 1, 2013, Term Three [Member]	Dec. 31, 2012 Senior Notes [Member] Prior to August 1, 2013, Term Three [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Senior Notes [Member] Twelve Months Beginning August 1, 2013, Term Four [Member]	Dec. 31, 2012 Senior Notes [Member] Twelve Months Beginning August 1, 2013, Term Four [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Senior Notes [Member] Twelve Months Beginning August 1, 2014, Term Four [Member]	Dec. 31, 2012 Senior Notes [Member] Twelve Months Beginning August 1, 2014, Term Four [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Senior Notes [Member] Twelve Months Beginning August 1, 2015, Term Four [Member]	Dec. 31, 2012 Senior Notes [Member] Twelve Months Beginning August 1, 2015, Term Four [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Senior Notes [Member] Twelve Months Beginning August 1, 2016, Term Four [Member]	Dec. 31, 2012 Senior Notes [Member] Twelve Months Beginning August 1, 2016, Term Four [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Notes Payable to Banks [Member]	Jun. 30, 2012 Notes Payable to Banks [Member]	Jun. 30, 2012 Notes Payable to Banks [Member]	Dec. 31, 2012 Notes Payable to Banks [Member] Entravision Holdings, LLC [Member]	Jun. 30, 2012 Notes Payable to Banks [Member] Entravision Holdings, LLC [Member]	Dec. 31, 2012 Term Loan [Member]	Dec. 31, 2011 Term Loan [Member]	Dec. 20, 2012 Term Loan [Member] Entravision Holdings, LLC [Member]
Debt Instrument [Line Items]
Long term debt, discount amount																																																																$ 3,000,000	$ 4,100,000
Long term debt		340,900,000	379,700,000												0		0																																															320,900,000	379,700,000			383,800,000	323,800,000																				20,000,000	0
Sale of 8.75% Senior Secured First Lien Notes, Face amount																																																																		400,000,000				400,000,000
Notes Face Amount percentage net of discount																																																																		98.722%				98.722%
Notes Maturity Date																																																																Aug. 01, 2017			Aug. 01, 2017
Notes Stated Interest Rate Percentage																																																																						8.75%
Net proceeds from the sale of notes																																																															388,000,000				388,000,000
Discount on sale of notes																																																															5,000,000				5,000,000
Fees on sale of notes																																																																			7,000,000
Purchase of Notes on the open market																	16,200,000																																																16,200,000
Loss on debt extinguishment		(3,743,000)	(423,000)	(987,000)								(3,743,000)	(423,000)	(987,000)																1,000,000						1,000,000																													400,000			400,000																2,500,000		1,200,000	2,500,000	1,200,000
Principal amount repurchased																																																																																				40,000,000	20,000,000	20,000,000	40,000,000	20,000,000
Redemption price for the redeemed notes																																																																																				103.00%	103.00%		103.00%	103.00%
Rate on priority on principal amount with net proceeds at redemption																																																																							10.00%	35.00%	35.00%
Redemption price on principal amount with net proceeds ,accrued and unpaid expense																																																																							103.00%	108.75%	108.75%	100.00%	100.00%	106.563%	106.563%	104.375%	104.375%	102.188%	102.188%	100.00%	100.00%
Rate on principal amount outstanding																																																																								65.00%	65.00%
Redemption closing date																																																																								60 days	60 days
Redemption of Notes upon change in control, Amount as percentage of Principal Amount including interest																																																																101.00%					101.00%
Redemption of Notes Declaration of Acceleration Written Percentage of Principal Amount																																																																25.00%
Redemption of Notes Declaration of Acceleration Written Percentage of Principal Amount																																																																					25.00%
Maturity date of revolving credit facility																				Dec. 20, 2016		Dec. 20, 2016
Syndicated bank credit facility, maximum borrowing capacity					20,000,000		50,000,000								50,000,000			50,000,000	650,000,000	50,000,000	30,000,000		30,000,000										650,000,000					3,000,000	3,000,000						500,000,000		500,000,000					150,000,000	150,000,000				150,000,000	150,000,000																																	20,000,000
Interest on the Notes accrued						8.75%
Fees on sale of notes																																																																		7,000,000
Carrying amount of notes																																																																320,900,000
Fair value of notes		371,300,000	376,100,000																																																													351,300,000
Amount of revolving credit facility																					50,000,000		50,000,000																		3,000,000		3,000,000
Outstanding letters of credit																																								600,000		600,000
Carrying amount and estimated fair value of the term loan		20,000,000
Syndicated bank credit facility, variable interest rate description																												LIBOR plus a margin of 5.25%						LIBOR plus a margin of 5.25%															LIBOR plus a margin ranging from 3.25% to 5.25%					LIBOR plus a margin ranging from 3.25% to 5.25%
Syndicated bank credit facility, Expiration Period																																												7 years 6 months		7 years 6 months					6 years 6 months					6 years 6 months
Syndicated bank credit facility, fund used for repayment of earlier payment																																														250,000,000		250,000,000
Syndicated bank credit facility, fund used for completion of Tender Offer																															225,000,000															225,000,000
Syndicated bank credit facility, Basis Spread on LIBOR rate									3.25%		5.25%																					5.25%					5.25%																							3.25%		5.25%
Syndicated bank credit facility, Covenants term, Leverage ratio																												5.00%						5.00%
Commitment fee range								0.25%		0.50%																																																	0.25%		0.50%
Syndicated bank credit facility, New Facility total debt to EBITDA ratio																																																	6.75%					6.75%
Syndicated bank credit facility, New Facility Leverage Ratio																																																		6.50%					6.50%
Syndicated bank credit facility, New Facility Mandatory prepayment from proceeds of certain assets																																																	100.00%					100.00%
Syndicated bank credit facility, New Facility Excess Cash Flow Percentage	75.00%																																																					75.00%
Syndicated bank credit facility, prepayment and agreement amendment Fees																													40,000,000						40,000,000
Interest expense decrease																											13,400,000
Carrying amount		220,701,000	220,701,000									38,739,000	38,739,000		178,262,000	29,100,000	178,262,000								94,000,000
Fair value																13,700,000									67,800,000
Impairment loss																15,400,000									26,200,000
Goodwill		36,647,000	36,647,000									35,653,000	35,653,000												0	9,900,000
Radio goodwill impairment loss																								0	9,900,000
Period of revolving credit facility		4 years													4 years
Long-Term Debt (Textual) [Abstract]
Interest expense related to amortization of the bond discount		$ 600,000	$ 600,000

XML

Goodwill and Other Intangible Assets (Details 1) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Intangible assets subject to amortization:
Gross carrying amount	$ 91,490	$ 90,990
Accumulated amortization	69,141	66,392
Net carrying amount	22,349	24,598
Intangible assets not subject to amortization:
FCC licenses	220,701	220,701
Intangible assets not subject to amortization	220,701	220,701
Television network affiliation agreements [Member]
Intangible assets subject to amortization:
Weighted average remaining life in years	9 years
Gross carrying amount	65,089	65,089
Accumulated amortization	44,210	41,577
Net carrying amount	20,879	23,512
Customer base [Member]
Intangible assets subject to amortization:
Weighted average remaining life in years	4 years
Gross carrying amount	746	746
Accumulated amortization	382	292
Net carrying amount	364	454
Other [Member]
Intangible assets subject to amortization:
Weighted average remaining life in years	17 years
Gross carrying amount	25,655	25,155
Accumulated amortization	24,549	24,523
Net carrying amount	$ 1,106	$ 632

XML

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies [Abstract]

Future minimum lease payments under these non-cancelable operating leases

	Amount
2013		8.2
2014		8.2
2015		7.6
2016		6.0
2017		3.8
Thereafter		21.8
	$	55.6

XML

Quarterly Results of Operations (Unaudited) (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of the quarterly results of operations
Net revenue	$ 63,752	$ 58,486	$ 54,491	$ 46,524	$ 49,972	$ 50,115	$ 50,265	$ 44,044	$ 223,253	$ 194,396	$ 200,476
Net income (loss) applicable to common stockholders	$ 7,697	$ 7,233	$ 2,066	$ (3,395)	$ (2,032)	$ (1,384)	$ (352)	$ (4,432)	$ 13,601	$ (8,200)	$ (18,086)
Net income (loss) per share, basic and diluted	$ 0.09	$ 0.08	$ 0.02	$ (0.04)	$ (0.02)	$ (0.02)	$ 0.00	$ (0.05)	$ 0.16	$ (0.10)	$ (0.21)

XML

Income Taxes (Details 1) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of effective income tax rate
Computed "expected" tax provision (benefit)	$ 6.7	$ (0.8)	$ (7.4)
Change in income tax resulting from:
State taxes, net of federal benefit	1.2	0.4	0.1
Goodwill impairment			2.9
Foreign taxes	0.3	0.6	0.3
Change in valuation allowance	(2.2)	5.6	1.0
FIN 48 adjustment			(0.4)
Other	0.1		0.1
Total provision (benefit) for taxes	6.1	5.8	(3.4)
Entravision Holdings, LLC [Member]
Schedule of effective income tax rate
Computed "expected" tax provision (benefit)			(5.2)
Change in income tax resulting from:
State taxes, net of federal benefit			(0.5)
Change in valuation allowance	4.0	3.2	2.8
Other		0.2	(0.3)
Total provision (benefit) for taxes	$ 4.0	$ 3.4	$ (3.2)

XML

Condensed Consolidating Financial Statements (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Net income (loss)	$ 7,697	$ 7,233	$ 2,066	$ (3,395)	$ (2,032)	$ (1,384)	$ (352)	$ (4,432)	$ 13,601	$ (8,200)	$ (18,086)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization									16,426	18,653	19,229
Impairment charge											36,109
Deferred income taxes									6,477	4,565	(4,342)
Amortization of debt issuance costs									2,284	2,207	1,140
Amortization of syndication contracts									707	1,482	1,159
Payments on syndication contracts									(1,698)	(1,976)	(2,724)
Equity in net (income) loss of nonconsolidated affiliate											180
Non-cash stock-based compensation									2,651	2,343	2,970
Other (income) loss										(687)
(Gain) loss on debt extinguishment									3,743	423	934
Reserve for note receivable											3,018
Change in fair value of interest rate swap agreements											(12,188)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in restricted cash										809	(809)
(Increase) decrease in accounts receivable									(3,740)	(574)	2,091
(Increase) decrease in prepaid expenses and other assets									321	336	310
Increase (decrease) in accounts payable, accrued expenses and other liabilities									(740)	(1,770)	8,134
Net cash provided by (used in) operating activities									40,032	17,611	37,125
Cash flows from investing activities:
Purchases of property and equipment and intangibles									(9,856)	(8,524)	(8,650)
Purchase of a business										(598)
Net cash provided by (used in) investing activities									(9,856)	(9,122)	(8,650)
Cash flows from financing activities:
Proceeds from issuance of common stock									23	42	239
Payments on long-term debt									(61,800)	(17,071)	(362,949)
Termination of swap agreements											(4,039)
Proceeds from borrowings on long-term debt									20,000		394,888
Dividends paid									(10,313)	(5,102)
Payments of capitalized debt offering and issuance costs									(675)	(29)	(11,890)
Net cash provided by (used in) financing activities									(52,765)	(22,160)	16,249
Net increase (decrease) in cash and cash equivalents									(22,589)	(13,671)	44,724
Cash and cash equivalents:
Beginning				58,719				72,390	58,719	72,390	27,666
Ending	36,130				58,719				36,130	58,719	72,390
Parent [Member]
Cash flows from operating activities:
Net income (loss)									13,601	(8,200)	(18,086)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization									15,743	17,839	18,417
Impairment charge											11,992
Deferred income taxes									2,470	883	1,994
Amortization of debt issuance costs									2,284	2,207	1,140
Amortization of syndication contracts									707	1,482	1,159
Payments on syndication contracts									(1,698)	(1,976)	(2,724)
Equity in net (income) loss of nonconsolidated affiliate											180
Non-cash stock-based compensation									2,651	2,343	2,970
Other (income) loss										(687)
(Gain) loss on debt extinguishment										423	934
Reserve for note receivable											3,018
Change in fair value of interest rate swap agreements											(12,188)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in restricted cash										809	(809)
(Increase) decrease in accounts receivable									(3,808)	(505)	2,051
(Increase) decrease in amounts due from related party									394	1,300	184
(Increase) decrease in prepaid expenses and other assets									517	283	389
Increase (decrease) in accounts payable, accrued expenses and other liabilities									(552)	(1,965)	7,930
Net cash provided by (used in) operating activities									36,052	14,236	18,551
Cash flows from investing activities:
Purchases of property and equipment and intangibles									(9,818)	(8,333)	(7,158)
Investment in subsidiaries									3,886	2,991	17,238
Purchase of a business										(598)
Net cash provided by (used in) investing activities									(5,932)	(5,940)	10,080
Cash flows from financing activities:
Proceeds from issuance of common stock									23	42	239
Payments on long-term debt									(61,800)	(17,071)	(362,949)
Termination of swap agreements											(4,039)
Proceeds from borrowings on long-term debt									20,000		394,888
Dividends paid									(10,313)	(5,102)
Payments of capitalized debt offering and issuance costs									(675)	(29)	(11,890)
Net cash provided by (used in) financing activities									(52,765)	(22,160)	16,249
Net increase (decrease) in cash and cash equivalents									(22,645)	(13,864)	44,880
Cash and cash equivalents:
Beginning				58,276				72,140	58,276	72,140	27,260
Ending	35,631				58,276				35,631	58,276	72,140
Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net income (loss)									(3,962)	(3,423)	(12,143)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Impairment charge											15,368
Deferred income taxes									3,962	3,423	(3,225)
Other (income) loss
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in restricted cash
Cash flows from investing activities:
Purchase of a business
Non-Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net income (loss)									76	432	(5,095)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization									683	814	812
Impairment charge											8,749
Deferred income taxes									45	259	(3,111)
Other (income) loss
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in restricted cash
(Increase) decrease in accounts receivable									68	(69)	40
(Increase) decrease in amounts due from related party									(394)	(1,300)	(184)
(Increase) decrease in prepaid expenses and other assets									(196)	53	(79)
Increase (decrease) in accounts payable, accrued expenses and other liabilities									(188)	195	204
Net cash provided by (used in) operating activities									94	384	1,336
Cash flows from investing activities:
Purchases of property and equipment and intangibles									(38)	(191)	(1,492)
Purchase of a business
Net cash provided by (used in) investing activities									(38)	(191)	(1,492)
Cash flows from financing activities:
Net increase (decrease) in cash and cash equivalents									56	193	(156)
Cash and cash equivalents:
Beginning				443				250	443	250	406
Ending	499				443				499	443	250
Eliminations [Member]
Cash flows from operating activities:
Net income (loss)									3,886	2,991	17,238
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Other (income) loss
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in restricted cash
Net cash provided by (used in) operating activities									3,886	2,991	17,238
Cash flows from investing activities:
Investment in subsidiaries									(3,886)	(2,991)	(17,238)
Purchase of a business
Net cash provided by (used in) investing activities									$ (3,886)	$ (2,991)	$ (17,238)

XML

Schedule II-Consolidated Valuation and Qualifying Accounts (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Allowance for doubtful accounts [Member]
Consolidated Valuation and Qualifying Accounts
Balance at Beginning of Period	$ 3,926	$ 5,099	$ 5,105
Charged/(Credited) to Expense	1,042	894	2,924
Other Adjustments	95	533	1,153
Deductions	(667)	(2,600)	(4,083)
Balance at End of Period	4,396	3,926	5,099
Deferred tax valuation allowance [Member]
Consolidated Valuation and Qualifying Accounts
Balance at Beginning of Period	148,364	142,561	143,175
Charged/(Credited) to Expense	(2,894)	5,803	(614)
Balance at End of Period	$ 145,470	$ 148,364	$ 142,561

XML

Segment Data (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Separate financial data for each of the Company's operating segments
Net revenue	$ 63,752	$ 58,486	$ 54,491	$ 46,524	$ 49,972	$ 50,115	$ 50,265	$ 44,044	$ 223,253	$ 194,396	$ 200,476
Percentage change in net revenue									15.00%	(3.00%)
Direct operating expenses									92,256	88,590	84,802
Percentage change in direct operating expenses									4.00%	(4.00%)
Selling, general and administrative expenses									37,818	36,511	38,046
Percentage change in selling, general and administrative expenses									4.00%	(4.00%)
Depreciation and amortization									16,426	18,653	19,229
Percentage change in depreciation and amortization									(12.00%)	(3.00%)
Segment operating profit									76,753	50,642	58,399
Percentage change in segment operating profit									52.00%	(13.00%)
Corporate expenses									17,976	15,669	18,416
Percentage change in corporate expenses									15.00%	(15.00%)
Impairment charge											36,109
Percentage change in impairment charge										(100.00%)
Operating income (loss)									58,777	34,973	3,874
Percentage change in operating income (loss)									68.00%
Capital expenditures									9,900	8,218	7,177
Total assets	438,051				467,321				438,051	467,321	490,810
Television [Member]
Separate financial data for each of the Company's operating segments
Net revenue									156,839	131,490	132,561
Percentage change in net revenue									19.00%	(1.00%)
Direct operating expenses									56,664	53,789	52,882
Percentage change in direct operating expenses									5.00%	(2.00%)
Selling, general and administrative expenses									20,571	19,606	20,249
Percentage change in selling, general and administrative expenses									5.00%	(3.00%)
Depreciation and amortization									13,312	15,189	15,489
Percentage change in depreciation and amortization									(12.00%)	(2.00%)
Segment operating profit									66,292	42,906	43,941
Percentage change in segment operating profit									55.00%	(2.00%)
Capital expenditures									8,339	6,494	6,196
Total assets	313,904				342,462				313,904	342,462	367,474
Radio [Member]
Separate financial data for each of the Company's operating segments
Net revenue									66,414	62,906	67,915
Percentage change in net revenue									6.00%	(7.00%)
Direct operating expenses									35,592	34,801	31,920
Percentage change in direct operating expenses									2.00%	(9.00%)
Selling, general and administrative expenses									17,247	16,905	17,797
Percentage change in selling, general and administrative expenses									2.00%	(5.00%)
Depreciation and amortization									3,114	3,464	3,740
Percentage change in depreciation and amortization									(10.00%)	(7.00%)
Segment operating profit									10,461	7,736	14,458
Percentage change in segment operating profit									35.00%	(46.00%)
Capital expenditures									1,561	1,724	981
Total assets	$ 124,147				$ 124,859				$ 124,147	$ 124,859	$ 123,336

XML

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2012

Basis of Consolidation and Presentation

Basis of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Investment in Nonconsolidated Affiliates

Investment in Nonconsolidated Affiliates

Except for a variable interest entity, the Company accounts for its investment in its less than majority-owned investees using the equity method under which the Company’s share of the net earnings is recognized in the Company’s statement of operations. Condensed financial information is not provided, as these operations are not considered to be significant.

Variable Interest Entities

Variable Interest Entities

The Company performs a qualitative analysis to determine if it is the primary beneficiary of a variable interest entity. This analysis includes consideration of who has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and who has the obligation to absorb losses or the right to receive benefits of the variable interest entity that could potentially be significant to the variable interest entity. The Company continuously reassesses whether it is the primary beneficiary of a variable interest entity.

The Company has consolidated one entity for which it is the primary beneficiary. Total net assets and results of operations of the entity as of and for the year ended December 31, 2012 are not significant.

Use of Estimates

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Company’s operations are affected by numerous factors, including changes in audience acceptance (i.e., ratings), priorities of advertisers, new laws and governmental regulations and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television and radio advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company’s operations and cash flows. Significant estimates and assumptions made by management are used for, but not limited to, the allowance for doubtful accounts, stock-based compensation, the estimated useful lives of long-lived and intangible assets, the recoverability of such assets by their estimated future undiscounted cash flows, the fair value of reporting units and indefinite life intangible assets, fair values of derivative instruments, disclosure of the fair value of debt, deferred income taxes and the purchase price allocations used in the Company’s acquisitions.

Cash and Cash Equivalents

Cash and Cash Equivalents

The Company considers all short-term, highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of funds held in general checking accounts, money market accounts and commercial paper. Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value.

Long-lived Assets, Other Assets and Intangibles Subject to Amortization

Long-lived Assets, Other Assets and Intangibles Subject to Amortization

Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over their estimated useful lives (see Note 5). The Company periodically evaluates assets to be held and used and long-lived assets held for sale, when events and circumstances warrant such review.

Syndication contracts are recorded at cost. Syndication amortization is provided using the straight-line method over their estimated useful lives.

Intangible assets subject to amortization are amortized on a straight-line method over their estimated useful lives (see Note 4). Favorable leasehold interests and pre-sold advertising contracts are amortized over the term of the underlying contracts. Deferred debt issuance costs are amortized over the life of the related indebtedness using the effective interest method.

Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances or changes to the Company’s business strategy, could result in the actual useful lives differing from initial estimates. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives. In those cases where the Company determines that the useful life of a long-lived asset should be revised, the Company will amortize or depreciate the net book value in excess of the estimated residual value over its revised remaining useful life.

Long-lived assets and asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

Goodwill

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually on the first day of its fourth fiscal quarter, or more frequently if certain events or certain changes in circumstances indicate they may be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, the Company must make a series of assumptions about such things as the estimated future cash flows and other factors to determine the fair value of these assets.

Goodwill impairment testing is a two-step process. The first step is a comparison of the fair values of the Company’s reporting units to their respective carrying amounts. The Company has determined that each of its operating segments is a reporting unit. If a reporting unit’s estimated fair value is equal to or greater than that reporting unit’s carrying value, no impairment of goodwill exists and the testing is complete at the first step. However, if the reporting unit’s carrying amount is greater than the estimated fair value, the second step must be completed to measure the amount of impairment of goodwill, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill with its carrying amount to measure the amount of impairment loss, if any. If the implied fair value of goodwill is less than the carrying value of goodwill, then an impairment exists and an impairment loss is recorded for the amount of the difference.

The estimated fair value of goodwill is determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to each reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to the Company’s reporting units. The market approach requires the Company to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. The current economic conditions have led to a decrease in the number of comparable transactions, which makes the market approach of comparable transactions and transaction premiums more difficult to estimate than in previous years.

The income approach estimates fair value based on the Company’s estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated revenue projections and profit margin projections based on internal forecasts about future performance.

Indefinite Life Intangible Assets

Indefinite Ljfe Intangible Assets

The Company believes that its broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complimentary to each other and are representative of the best use of those assets. The Company’s individual market clusters consist of cities or nearby cities. The Company tests its broadcasting licenses for impairment based on certain assumptions about these market clusters.

The estimated fair value of indefinite life intangible assets is determined by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets.

Concentrations of Credit Risk and Trade Receivables

Concentrations of Credit Risk and Trade Receivables

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company from time to time may have bank deposits in excess of the FDIC insurance limits. As of December 31, 2012, substantially all deposits are maintained in one financial institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade receivable credit risk exposure is limited. Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. A valuation allowance is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration a customer’s financial condition and credit history, as well as current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. No interest is charged on customer accounts.

Estimated losses for bad debts are provided for in the financial statements through a charge to expense that aggregated $1.0 million, $0.9 million and $2.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. The net charge off of bad debts aggregated $0.7 million, $2.6 million and $4.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Dependence on Business Partners

Dependence on Business Partners

The Company is dependent on the continued financial and business strength of its business partners, such as the companies from whom it obtains programming. The Company could be at risk should any of these entities fail to perform their obligations to the Company. This in turn could materially adversely affect the Company’s own business, results of operations and financial condition.

Disclosures About Fair Value of Financial Instruments

Disclosures About Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments.

As of December 31, 2012 and 2011, the fair value of the Company’s long-term debt was approximately $371.3 million and $376.1 million, respectively, based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities with similar collateral requirements.

The carrying values of receivables, payables and accrued expenses approximate fair value due to the short maturity of these instruments.

Off-balance sheet Financings and Liabilities

Off-balance Sheet Financings and Liabilities

Other than lease commitments, legal contingencies incurred in the normal course of business, appreciation right agreements, employment contracts for key employees and the interest rate swap agreements (see Notes 7, 9 and 13), the Company does not have any off-balance sheet financing arrangements or liabilities. The Company does not have any majority-owned subsidiaries or any interests in, or relationships with, any material variable-interest entities that are not included in the consolidated financial statements.

Income Taxes

Income Taxes

Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

In evaluating the Company’s ability to realize net deferred tax assets, the Company considers all reasonably available evidence including past operating results, tax strategies and forecasts of future taxable income. In considering these factors, the Company makes certain assumptions and judgments that are based on the plans and estimates used to manage the business.

Advertising Costs

Advertising Costs

Amounts incurred for advertising costs with third parties are expensed as incurred. Advertising expense totaled approximately $0.3 million, $0.4 million and $0.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Legal Costs

Legal Costs

Amounts incurred for legal costs that pertain to loss contingencies are expensed as incurred.

Repairs and Maintenance

Repairs and Maintenance

All costs associated with repairs and maintenance are expensed as incurred.

Revenue Recognition

Revenue Recognition

Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded at gross revenue and the related commission or national representation fee is recorded in operating expense. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided.

The Company also generates interactive revenues under arrangements that are sold on a standalone basis and those that are sold on a combined basis that are integrated with its broadcast revenue and reported within the television and radio segments. The Company has determined that these integrated revenue arrangements include multiple deliverables and has separated them into different units of accounting based on their relative sales price based upon management’s best estimate. Revenue for each unit of accounting is recognized as it is earned.

In August 2008, the Company entered into a proxy agreement with Univision pursuant to which it granted Univision the right to negotiate as an agent the terms of agreements providing for the carriage of its Univision- and UniMás-affiliated television station signals by cable, satellite and internet-based television service providers. The agreement also provides terms relating to compensation to be paid to the Company with respect to agreements that are entered into for the carriage of its Univision- and UniMás-affiliated television station signals. Revenue for the carriage of the Company’s Univision- and UniMás-affiliated television station signals is recognized over the life of each agreement with the cable, satellite and internet-based television service providers. Advertising related to carriage of the Company’s Univision- and UniMás-affiliated television station signals is recognized at the time of broadcast. Retransmission consent revenue was $20.2 million, $17.1 million and $13.7 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Trade Transactions

Trade Transactions

The Company exchanges broadcast time for certain merchandise and services. Trade revenue is recognized when commercials air at the fair value of the goods or services received or the fair value of time aired, whichever is more readily determinable. Trade expense is recorded when the goods or services are used or received. Trade revenue was approximately $0.6 million, $0.8 million and $1.0 million for the years ended December 31, 2012, 2011 and 2010, respectively. Trade costs were approximately $0.6 million, $0.8 million and $1.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation according to the provisions of ASC 718, “Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors including employee stock options, restricted stock awards, restricted stock units, and employee stock purchases under the 2001 Employee Stock Purchase Plan (the “Purchase Plan”) based on estimated fair values.

ASC 718 requires companies to estimate the fair value of stock options on the date of grant using an option pricing model. The fair value of restricted stock awards and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. The value of the portion of the award that is ultimately expected to vest has been reduced for estimated forfeitures and is recognized as expense over the requisite service periods in the consolidated statements of operations. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company selected the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value for stock options. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term, expected volatility of the underlying stock, risk-free rate, and expected dividends. The expected volatility is based on historical volatility of the Company’s common stock and other relevant factors. The expected term assumptions are based on the Company’s historical experience and on the terms and conditions of the stock-based awards. The risk free-rate is based on observed interest rates appropriate for the expected terms of the Company’s stock options.

The Company classifies cash flows from excess tax benefits from exercised options in excess of the deferred tax asset attributable to stock-based compensation costs as financing cash flows.

Earnings (Loss) Per Share

Earnings (Loss) Per Share

The following table illustrates the reconciliation of the basic and diluted per share computations (in thousands, except share and per share data):

	Year Ended December 31, 2012		Year Ended December 31, 2011			Year Ended December 31, 2010
Basic and diluted earnings per share:
Numerator:
Net income (loss) applicable to common stockholders	$	13,601	$	(8,200	)	$	(18,086	)
Denominator:
Weighted average common shares outstanding, basic and diluted		85,882,646		85,051,066			84,488,930
Per share:
Net income (loss) per share applicable to common stockholders	$	0.16	$	(0.10	)	$	(0.21	)
Diluted earnings per share:
Numerator:
Net income (loss) applicable to common stockholders	$	13,601	$	(8,200	)	$	(18,086	)
Denominator:
Weighted average common shares outstanding		85,882,646		85,051,066			84,488,930
Dilutive securities:
Stock options		89,418		—			—
Restricted stock units		342,142		—			—
Diluted shares outstanding		86,314,206		85,051,066			84,488,930
Per share:
Net income (loss) per share applicable to common stockholders	$	0.16	$	(0.10	)	$	(0.21	)

Basic earnings per share is computed as net income (loss) divided by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and restricted stock awards.

For the year ended December 31, 2012, a total of 8,573,761 shares of dilutive securities were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares.

For the years ended December 31, 2011 and 2010, dilutive securities have been excluded, as their inclusion would have had an antidilutive effect on loss per share. 610,650 and 813,108 equivalent shares of stock options, restricted stock units and shares purchased under the Employee Stock Purchase Plan were not included in determining the weighted average shares outstanding for diluted loss per share since their inclusion would be antidilutive for the years ended December 31, 2011 and 2010, respectively.

Comprehensive Income

Comprehensive Income

For the years ended December 31, 2012, 2011 and 2010, the Company had no components of comprehensive income.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). Under this guidance, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 is effective during interim and annual periods beginning after September 15, 2012.

Entravision Holdings, LLC [Member]

Use of Estimates

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The value of the Company’s intangible assets is affected by numerous factors, including changes in audience acceptance (i.e., ratings), priorities of advertisers, new laws and governmental regulations and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television and radio advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company’s intangible assets. Significant estimates and assumptions made by management are used for, but not limited to, the fair value of indefinite life intangible assets and deferred income taxes.

Indefinite Life Intangible Assets

Indefinite Ljfe Intangible Assets

The Company believes that its broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complimentary to each other and are representative of the best use of those assets. The Company’s individual market clusters consist of cities or nearby cities. The Company tests its broadcasting licenses for impairment based on certain assumptions about these market clusters.

The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the Company’s estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets.

Fair Value Measurements

Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In 2009, the Company adopted ASC 820 related to the accounting and disclosure of fair value measurements for nonfinancial assets and liabilities. In accordance with ASC 820, the Company has categorized its nonfinancial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table presents the Company’s nonfinancial assets measured at fair value on a nonrecurring basis, based on the fair value hierarchy as of December 31, 2010 (in millions):

	Level 3
Nonfinancial Assets	2010
Intangible assets not subject to amortization (FCC licenses)	$	13.7

\

In 2010, the Company wrote down its TV and radio FCC licenses with carrying amounts of $29.1 million to their fair values of $13.7 million and as a result, recognized impairment losses of $15.4 million, which the Company included in impairment charge on the consolidated statements of operations for the year ended December 31, 2010.

Dependence on Business Partners

Dependence on Business Partners

The Company is dependent on the continued financial and business strength of its business partners, such as the companies that provide programming to ECC. The Company could be at risk should any of these entities fail to perform their obligations to ECC. This in turn could materially adversely affect the Company’s own business and financial condition.

Off-balance sheet Financings and Liabilities

Off-balance Sheet Financings and Liabilities

All of the membership interests of the Company are pledged as collateral to secure the Senior Secured First Lien Notes (the “Notes”) of ECC. The Company does not have any majority-owned subsidiaries or any interests in, or relationships with, any material variable-interest entities that are not included in the consolidated financial statements.

Income Taxes

Income Taxes

The Company is treated as a single member limited liability company and is accounted for as a division of its parent, ECC, for income tax purposes. Accordingly, ECC pays all taxes on the Company’s behalf and is entitled to any related tax savings. Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). Under this guidance, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 is effective during interim and annual periods beginning after September 15, 2012.

XML

Accounts Payable and Accrued Expenses (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Accounts payable and accrued expenses
Accounts payable	$ 6,900,000	$ 5,600,000
Accrued payroll and compensated absences	5,300,000	4,700,000
Professional fees	400,000	600,000
Accrued interest	11,800,000	14,100,000
Deferred revenue	2,300,000	2,400,000
Accrued national representation fees	1,300,000	2,000,000
Other	11,200,000	10,400,000
Accounts Payable and Accrued Expenses	$ 39,158,000	$ 39,750,000

XML

Summary of Significant Accounting Policies (Details Textual) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	$ 220,701,000	$ 220,701,000
Summary of Significant Accounting Policies (Textual) [Abstract]
Estimated losses for bad debts	1,000,000	900,000	2,900,000
Bad debts actually charged off	700,000	2,600,000	4,100,000
Long term debt fair value	371,300,000	376,100,000
Advertising expense	300,000	400,000	300,000
Retransmission consent revenue	20,200,000	17,100,000	13,700,000
Broadcast trade revenue	600,000	800,000	1,000,000
Broadcast trade cost	600,000	800,000	1,000,000
Weighted average shares outstanding of diluted securities, not included for diluted income per share	8,573,761	610,650	813,108
Entravision Holdings, LLC [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Carrying amount	178,262,000	178,262,000	29,100,000
Fair value			13,700,000
Impairment loss			$ 15,400,000
Percentage of Tax benefit recognized	50.00%

XML

Condensed Consolidating Financial Statements (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Consolidating statement of operations
Net revenue	$ 63,752	$ 58,486	$ 54,491	$ 46,524	$ 49,972	$ 50,115	$ 50,265	$ 44,044	$ 223,253	$ 194,396	$ 200,476
Expenses:
Direct operating expenses									92,256	88,590	84,802
Selling, general and administrative expenses									37,818	36,511	38,046
Corporate expenses									17,976	15,669	18,416
Depreciation and amortization									16,426	18,653	19,229
Impairment charge											36,109
Total expenses									164,476	159,423	196,602
Operating income (loss)									58,777	34,973	3,874
Interest expense (including related parties of $0, $30, and $83)									(35,407)	(37,650)	(24,429)
Interest income									86	3	260
Other income (loss)										687
Gain (loss) on debt extinguishment									(3,743)	(423)	(987)
Income (loss) before income taxes									19,713	(2,410)	(21,282)
Income tax (expense) benefit									(6,112)	(5,790)	3,376
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate									13,601	(8,200)	(17,906)
Income (loss) before equity in net income (loss) of nonconsolidated affiliate									13,601	(8,200)	(17,906)
Equity in net income (loss) of nonconsolidated affiliate											(180)
Net income (loss) applicable to common stockholders	7,697	7,233	2,066	(3,395)	(2,032)	(1,384)	(352)	(4,432)	13,601	(8,200)	(18,086)
Parent [Member]
Consolidating statement of operations
Net revenue									222,050	193,081	199,314
Expenses:
Direct operating expenses									92,627	89,584	85,895
Selling, general and administrative expenses									37,320	36,305	37,489
Corporate expenses									17,976	15,669	18,416
Depreciation and amortization									15,743	17,839	18,417
Impairment charge											11,992
Total expenses									163,666	159,397	172,209
Operating income (loss)									58,384	33,684	27,105
Interest expense (including related parties of $0, $30, and $83)									(35,407)	(37,650)	(24,429)
Interest income									86	3	260
Other income (loss)										687
Gain (loss) on debt extinguishment									(3,743)	(423)	(987)
Income (loss) before income taxes									19,320	(3,699)	1,949
Income tax (expense) benefit									(1,833)	(1,510)	(2,617)
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate									17,487	(5,209)	(668)
Equity in income (loss) of subsidiaries									(3,886)	(2,991)	(17,238)
Income (loss) before equity in net income (loss) of nonconsolidated affiliate										(8,200)	(17,906)
Equity in net income (loss) of nonconsolidated affiliate											(180)
Net income (loss) applicable to common stockholders									13,601	(8,200)	(18,086)
Guarantor Subsidiaries [Member]
Expenses:
Impairment charge											15,368
Total expenses											15,368
Operating income (loss)											(15,368)
Other income (loss)
Income (loss) before income taxes											(15,368)
Income tax (expense) benefit									(3,962)	(3,423)	3,225
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate									(3,962)	(3,423)	(12,143)
Income (loss) before equity in net income (loss) of nonconsolidated affiliate										(3,423)	(12,143)
Net income (loss) applicable to common stockholders									(3,962)	(3,423)	(12,143)
Non-Guarantor Subsidiaries [Member]
Consolidating statement of operations
Net revenue									3,149	3,906	3,604
Expenses:
Direct operating expenses									1,575	1,597	1,349
Selling, general and administrative expenses									498	206	557
Depreciation and amortization									683	814	812
Impairment charge											8,749
Total expenses									2,756	2,617	11,467
Operating income (loss)									393	1,289	(7,863)
Other income (loss)
Income (loss) before income taxes									393	1,289	(7,863)
Income tax (expense) benefit									(317)	(857)	2,768
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate									76	432	(5,095)
Income (loss) before equity in net income (loss) of nonconsolidated affiliate										432	(5,095)
Net income (loss) applicable to common stockholders									76	432	(5,095)
Eliminations [Member]
Consolidating statement of operations
Net revenue									(1,946)	(2,591)	(2,442)
Expenses:
Direct operating expenses									(1,946)	(2,591)	(2,442)
Total expenses									(1,946)	(2,591)	(2,442)
Other income (loss)
Equity in income (loss) of subsidiaries									3,886	2,991	17,238
Income (loss) before equity in net income (loss) of nonconsolidated affiliate										2,991	17,238
Net income (loss) applicable to common stockholders									$ 3,886	$ 2,991	$ 17,238

XML

Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Results of Operations (Unaudited) [Abstract]

Summary of the quarterly results of operations

Year ended December 31, 2012:	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Net revenue	$	46,524		$	54,491		$	58,486		$	63,752		$	223,253
Net income (loss) applicable to common stockholders		(3,395	)		2,066			7,233			7,697			13,601
Net income (loss) per share, basic and diluted	$	(0.04	)	$	0.02		$	0.08		$	0.09		$	0.16
Year ended December 31, 2011:	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Net revenue	$	44,044		$	50,265		$	50,115		$	49,972		$	194,396
Net income (loss) applicable to common stockholders		(4,432	)		(352	)		(1,384	)		(2,032	)		(8,200	)
Net income (loss) per share, basic and diluted	$	(0.05	)	$	0.00		$	(0.02	)	$	(0.02	)	$	(0.10	)

XML

Long-Term Debt (Details 1) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Scheduled maturities of long-term debt
2013	$ 0.2
2014	0.2
2015	0.2
2016	19.4
2017	323.8
Total debt	$ 340.9	$ 379.7

XML

Equity Incentive Plans (Details 2) (Restricted Stock and Restricted Stock Units [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Restricted Stock and Restricted Stock Units [Member]
Summary of nonvested restricted stock and restricted stock units activity
Number of Shares Nonvested Beginning Balance	1,910	1,441	1,240
Number of Shares, Granted		1,003	875
Number of Shares, Vested	(840)	(512)	(634)
Number of Shares, Forfeited or Cancelled	(55)	(22)	(40)
Number of Shares Nonvested Ending Balance	1,015	1,910	1,441
Weighted-Average Grant Date Fair Value Beginning Balance	$ 2.81	$ 4.43	$ 7.04
Weighted-Average Grant Date Fair Value, Granted		$ 1.78	$ 2.50
Weighted-Average Grant Date Fair Value, Vested	$ 3.37	$ 5.28	$ 6.67
Weighted-Average Grant Date Fair Value, Forfeited or Cancelled	$ 1.97	$ 3.69	$ 7.61
Weighted-Average Grant Date Fair Value Ending Balance	$ 2.43	$ 2.81	$ 4.43

XML

Income Taxes (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Disclosure [Line Items]
U.S. federal income tax rate	34.00%
Valuation allowance	$ (145.5)	$ (148.4)
Percentage shareholdings	5.00%
Aggregate increased percentage	more than 50 percentage
Period Aggregate increased	3 years
Income Taxes (Textual) [Abstract]
Federal net operating loss carryforwards expiration period start	2020
Federal net operating loss carryforwards expiration period end	2032
State operating loss carryforwards expiration period start	2013
State net operating loss carryingforwards period end	2033
State net operating loss carryingforwards expiration year	2013
State net operating loss carryingforwards expiring in initial year	13.3
Unrecognized tax benefits which would effect effective tax rate if recognized	0.9
Unrecognized tax benefits due to uncertain tax positions	6.4	6.4	6.4
Entravision Holdings, LLC [Member]
Income Tax Disclosure [Line Items]
State Net operating loss carrying forward	225.4
U.S. federal income tax rate	34.00%
Valuation allowance	(105.0)	(106.5)
Operating loss carryforwards, expiration dates	The net operating loss carryforwards will expire during the years 2020 through 2032.
Percentage shareholdings	5.00%
Aggregate increased percentage	more than 50 percentage
Period Aggregate increased	3 years
Domestic Tax Authority [Member]
Income Tax Disclosure [Line Items]
Federal Net operating loss carrying forward	294.3
State and Local Jurisdiction [Member]
Income Tax Disclosure [Line Items]
Federal Net operating loss carrying forward	$ 210.1

XML

Goodwill and Other Intangible Assets (Details 2) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Estimated amortization expenses
2013	$ 2,400
2014	2,400
2015	2,400
2016	2,400
2017	$ 2,400

XML

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2012

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation and Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Investment in Nonconsolidated Affiliates

Except for a variable interest entity, the Company accounts for its investment in its less than majority-owned investees using the equity method under which the Company’s share of the net earnings is recognized in the Company’s statement of operations. Condensed financial information is not provided, as these operations are not considered to be significant.

Variable Interest Entities

The Company performs a qualitative analysis to determine if it is the primary beneficiary of a variable interest entity. This analysis includes consideration of who has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and who has the obligation to absorb losses or the right to receive benefits of the variable interest entity that could potentially be significant to the variable interest entity. The Company continuously reassesses whether it is the primary beneficiary of a variable interest entity.

The Company has consolidated one entity for which it is the primary beneficiary. Total net assets and results of operations of the entity as of and for the year ended December 31, 2012 are not significant.

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The Company’s operations are affected by numerous factors, including changes in audience acceptance (i.e., ratings), priorities of advertisers, new laws and governmental regulations and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television and radio advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company’s operations and cash flows. Significant estimates and assumptions made by management are used for, but not limited to, the allowance for doubtful accounts, stock-based compensation, the estimated useful lives of long-lived and intangible assets, the recoverability of such assets by their estimated future undiscounted cash flows, the fair value of reporting units and indefinite life intangible assets, fair values of derivative instruments, disclosure of the fair value of debt, deferred income taxes and the purchase price allocations used in the Company’s acquisitions.

Cash and Cash Equivalents

The Company considers all short-term, highly liquid debt instruments purchased with original maturities of three months or less to be cash equivalents. Cash and cash equivalents consist of funds held in general checking accounts, money market accounts and commercial paper. Cash and cash equivalents are stated at cost plus accrued interest, which approximates fair value.

Long-lived Assets, Other Assets and Intangibles Subject to Amortization

Property and equipment are recorded at cost. Depreciation and amortization are provided using the straight-line method over their estimated useful lives (see Note 5). The Company periodically evaluates assets to be held and used and long-lived assets held for sale, when events and circumstances warrant such review.

Syndication contracts are recorded at cost. Syndication amortization is provided using the straight-line method over their estimated useful lives.

Intangible assets subject to amortization are amortized on a straight-line method over their estimated useful lives (see Note 4). Favorable leasehold interests and pre-sold advertising contracts are amortized over the term of the underlying contracts. Deferred debt issuance costs are amortized over the life of the related indebtedness using the effective interest method.

Changes in circumstances, such as the passage of new laws or changes in regulations, technological advances or changes to the Company’s business strategy, could result in the actual useful lives differing from initial estimates. Factors such as changes in the planned use of equipment, customer attrition, contractual amendments or mandated regulatory requirements could result in shortened useful lives. In those cases where the Company determines that the useful life of a long-lived asset should be revised, the Company will amortize or depreciate the net book value in excess of the estimated residual value over its revised remaining useful life.

Long-lived assets and asset groups are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The estimated future cash flows are based upon, among other things, assumptions about expected future operating performance, and may differ from actual cash flows. Long-lived assets evaluated for impairment are grouped with other assets to the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. If the sum of the projected undiscounted cash flows (excluding interest) is less than the carrying value of the assets, the assets will be written down to the estimated fair value in the period in which the determination is made.

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in each business combination. The Company tests its goodwill and other indefinite-lived intangible assets for impairment annually on the first day of its fourth fiscal quarter, or more frequently if certain events or certain changes in circumstances indicate they may be impaired. In assessing the recoverability of goodwill and indefinite life intangible assets, the Company must make a series of assumptions about such things as the estimated future cash flows and other factors to determine the fair value of these assets.

Goodwill impairment testing is a two-step process. The first step is a comparison of the fair values of the Company’s reporting units to their respective carrying amounts. The Company has determined that each of its operating segments is a reporting unit. If a reporting unit’s estimated fair value is equal to or greater than that reporting unit’s carrying value, no impairment of goodwill exists and the testing is complete at the first step. However, if the reporting unit’s carrying amount is greater than the estimated fair value, the second step must be completed to measure the amount of impairment of goodwill, if any. The second step of the goodwill impairment test compares the implied fair value of a reporting unit’s goodwill with its carrying amount to measure the amount of impairment loss, if any. If the implied fair value of goodwill is less than the carrying value of goodwill, then an impairment exists and an impairment loss is recorded for the amount of the difference.

The estimated fair value of goodwill is determined by using a combination of a market approach and an income approach. The market approach estimates fair value by applying sales, earnings and cash flow multiples to each reporting unit’s operating performance. The multiples are derived from comparable publicly-traded companies with similar operating and investment characteristics to the Company’s reporting units. The market approach requires the Company to make a series of assumptions, such as selecting comparable companies and comparable transactions and transaction premiums. The current economic conditions have led to a decrease in the number of comparable transactions, which makes the market approach of comparable transactions and transaction premiums more difficult to estimate than in previous years.

The income approach estimates fair value based on the Company’s estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated revenue projections and profit margin projections based on internal forecasts about future performance.

Indefinite Ljfe Intangible Assets

The Company believes that its broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complimentary to each other and are representative of the best use of those assets. The Company’s individual market clusters consist of cities or nearby cities. The Company tests its broadcasting licenses for impairment based on certain assumptions about these market clusters.

The estimated fair value of indefinite life intangible assets is determined by using an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets.

Concentrations of Credit Risk and Trade Receivables

The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and trade accounts receivable. The Company from time to time may have bank deposits in excess of the FDIC insurance limits. As of December 31, 2012, substantially all deposits are maintained in one financial institution. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash equivalents.

The Company routinely assesses the financial strength of its customers and, as a consequence, believes that its trade receivable credit risk exposure is limited. Trade receivables are carried at original invoice amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. A valuation allowance is provided for known and anticipated credit losses, as determined by management in the course of regularly evaluating individual customer receivables. This evaluation takes into consideration a customer’s financial condition and credit history, as well as current economic conditions. Trade receivables are written off when deemed uncollectible. Recoveries of trade receivables previously written off are recorded when received. No interest is charged on customer accounts.

Estimated losses for bad debts are provided for in the financial statements through a charge to expense that aggregated $1.0 million, $0.9 million and $2.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. The net charge off of bad debts aggregated $0.7 million, $2.6 million and $4.1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Dependence on Business Partners

The Company is dependent on the continued financial and business strength of its business partners, such as the companies from whom it obtains programming. The Company could be at risk should any of these entities fail to perform their obligations to the Company. This in turn could materially adversely affect the Company’s own business, results of operations and financial condition.

Disclosures About Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

The carrying amount of cash and cash equivalents approximates fair value because of the short maturity of those instruments.

As of December 31, 2012 and 2011, the fair value of the Company’s long-term debt was approximately $371.3 million and $376.1 million, respectively, based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities with similar collateral requirements.

The carrying values of receivables, payables and accrued expenses approximate fair value due to the short maturity of these instruments.

Off-balance Sheet Financings and Liabilities

Other than lease commitments, legal contingencies incurred in the normal course of business, appreciation right agreements, employment contracts for key employees and the interest rate swap agreements (see Notes 7, 9 and 13), the Company does not have any off-balance sheet financing arrangements or liabilities. The Company does not have any majority-owned subsidiaries or any interests in, or relationships with, any material variable-interest entities that are not included in the consolidated financial statements.

Income Taxes

Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

In evaluating the Company’s ability to realize net deferred tax assets, the Company considers all reasonably available evidence including past operating results, tax strategies and forecasts of future taxable income. In considering these factors, the Company makes certain assumptions and judgments that are based on the plans and estimates used to manage the business.

Advertising Costs

Amounts incurred for advertising costs with third parties are expensed as incurred. Advertising expense totaled approximately $0.3 million, $0.4 million and $0.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Legal Costs

Amounts incurred for legal costs that pertain to loss contingencies are expensed as incurred.

Repairs and Maintenance

All costs associated with repairs and maintenance are expensed as incurred.

Revenue Recognition

Television and radio revenue related to the sale of advertising is recognized at the time of broadcast. Revenue for contracts with advertising agencies is recorded at an amount that is net of the commission retained by the agency. Revenue from contracts directly with the advertisers is recorded at gross revenue and the related commission or national representation fee is recorded in operating expense. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided.

The Company also generates interactive revenues under arrangements that are sold on a standalone basis and those that are sold on a combined basis that are integrated with its broadcast revenue and reported within the television and radio segments. The Company has determined that these integrated revenue arrangements include multiple deliverables and has separated them into different units of accounting based on their relative sales price based upon management’s best estimate. Revenue for each unit of accounting is recognized as it is earned.

In August 2008, the Company entered into a proxy agreement with Univision pursuant to which it granted Univision the right to negotiate as an agent the terms of agreements providing for the carriage of its Univision- and UniMás-affiliated television station signals by cable, satellite and internet-based television service providers. The agreement also provides terms relating to compensation to be paid to the Company with respect to agreements that are entered into for the carriage of its Univision- and UniMás-affiliated television station signals. Revenue for the carriage of the Company’s Univision- and UniMás-affiliated television station signals is recognized over the life of each agreement with the cable, satellite and internet-based television service providers. Advertising related to carriage of the Company’s Univision- and UniMás-affiliated television station signals is recognized at the time of broadcast. Retransmission consent revenue was $20.2 million, $17.1 million and $13.7 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Trade Transactions

The Company exchanges broadcast time for certain merchandise and services. Trade revenue is recognized when commercials air at the fair value of the goods or services received or the fair value of time aired, whichever is more readily determinable. Trade expense is recorded when the goods or services are used or received. Trade revenue was approximately $0.6 million, $0.8 million and $1.0 million for the years ended December 31, 2012, 2011 and 2010, respectively. Trade costs were approximately $0.6 million, $0.8 million and $1.0 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation according to the provisions of ASC 718, “Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors including employee stock options, restricted stock awards, restricted stock units, and employee stock purchases under the 2001 Employee Stock Purchase Plan (the “Purchase Plan”) based on estimated fair values.

ASC 718 requires companies to estimate the fair value of stock options on the date of grant using an option pricing model. The fair value of restricted stock awards and restricted stock units is based on the closing market price of the Company’s common stock on the date of grant. The value of the portion of the award that is ultimately expected to vest has been reduced for estimated forfeitures and is recognized as expense over the requisite service periods in the consolidated statements of operations. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The Company selected the Black-Scholes option pricing model as the most appropriate method for determining the estimated fair value for stock options. The Black-Scholes option pricing model requires the use of highly subjective and complex assumptions which determine the fair value of stock-based awards, including the option’s expected term, expected volatility of the underlying stock, risk-free rate, and expected dividends. The expected volatility is based on historical volatility of the Company’s common stock and other relevant factors. The expected term assumptions are based on the Company’s historical experience and on the terms and conditions of the stock-based awards. The risk free-rate is based on observed interest rates appropriate for the expected terms of the Company’s stock options.

The Company classifies cash flows from excess tax benefits from exercised options in excess of the deferred tax asset attributable to stock-based compensation costs as financing cash flows.

Earnings (Loss) Per Share

The following table illustrates the reconciliation of the basic and diluted per share computations (in thousands, except share and per share data):

	Year Ended December 31, 2012		Year Ended December 31, 2011			Year Ended December 31, 2010
Basic and diluted earnings per share:
Numerator:
Net income (loss) applicable to common stockholders	$	13,601	$	(8,200	)	$	(18,086	)
Denominator:
Weighted average common shares outstanding, basic and diluted		85,882,646		85,051,066			84,488,930
Per share:
Net income (loss) per share applicable to common stockholders	$	0.16	$	(0.10	)	$	(0.21	)
Diluted earnings per share:
Numerator:
Net income (loss) applicable to common stockholders	$	13,601	$	(8,200	)	$	(18,086	)
Denominator:
Weighted average common shares outstanding		85,882,646		85,051,066			84,488,930
Dilutive securities:
Stock options		89,418		—			—
Restricted stock units		342,142		—			—
Diluted shares outstanding		86,314,206		85,051,066			84,488,930
Per share:
Net income (loss) per share applicable to common stockholders	$	0.16	$	(0.10	)	$	(0.21	)

Basic earnings per share is computed as net income (loss) divided by the weighted average number of shares outstanding for the period. Diluted earnings per share reflects the potential dilution, if any, that could occur from shares issuable through stock options and restricted stock awards.

For the year ended December 31, 2012, a total of 8,573,761 shares of dilutive securities were not included in the computation of diluted income per share because the exercise prices of the dilutive securities were greater than the average market price of the common shares.

For the years ended December 31, 2011 and 2010, dilutive securities have been excluded, as their inclusion would have had an antidilutive effect on loss per share. 610,650 and 813,108 equivalent shares of stock options, restricted stock units and shares purchased under the Employee Stock Purchase Plan were not included in determining the weighted average shares outstanding for diluted loss per share since their inclusion would be antidilutive for the years ended December 31, 2011 and 2010, respectively.

Comprehensive Income

For the years ended December 31, 2012, 2011 and 2010, the Company had no components of comprehensive income.

Recently Issued Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). Under this guidance, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 is effective during interim and annual periods beginning after September 15, 2012.

Entravision Holdings, LLC [Member]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

The value of the Company’s intangible assets is affected by numerous factors, including changes in audience acceptance (i.e., ratings), priorities of advertisers, new laws and governmental regulations and policies and technological advances. The Company cannot predict if any of these factors might have a significant impact on the television and radio advertising industries in the future, nor can it predict what impact, if any, the occurrence of these or other events might have on the Company’s intangible assets. Significant estimates and assumptions made by management are used for, but not limited to, the fair value of indefinite life intangible assets and deferred income taxes.

Indefinite Ljfe Intangible Assets

The Company believes that its broadcast licenses are indefinite life intangible assets. An intangible asset is determined to have an indefinite useful life when there are no legal, regulatory, contractual, competitive, economic or any other factors that may limit the period over which the asset is expected to contribute directly or indirectly to future cash flows. The evaluation of impairment for indefinite life intangible assets is performed by a comparison of the asset’s carrying value to the asset’s fair value. When the carrying value exceeds fair value, an impairment charge is recorded for the amount of the difference. The unit of accounting used to test broadcast licenses represents all licenses owned and operated within an individual market cluster, because such licenses are used together, are complimentary to each other and are representative of the best use of those assets. The Company’s individual market clusters consist of cities or nearby cities. The Company tests its broadcasting licenses for impairment based on certain assumptions about these market clusters.

The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the Company’s estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets.

Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In 2009, the Company adopted ASC 820 related to the accounting and disclosure of fair value measurements for nonfinancial assets and liabilities. In accordance with ASC 820, the Company has categorized its nonfinancial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table presents the Company’s nonfinancial assets measured at fair value on a nonrecurring basis, based on the fair value hierarchy as of December 31, 2010 (in millions):

	Level 3
Nonfinancial Assets	2010
Intangible assets not subject to amortization (FCC licenses)	$	13.7

\

In 2010, the Company wrote down its TV and radio FCC licenses with carrying amounts of $29.1 million to their fair values of $13.7 million and as a result, recognized impairment losses of $15.4 million, which the Company included in impairment charge on the consolidated statements of operations for the year ended December 31, 2010.

Dependence on Business Partners

The Company is dependent on the continued financial and business strength of its business partners, such as the companies that provide programming to ECC. The Company could be at risk should any of these entities fail to perform their obligations to ECC. This in turn could materially adversely affect the Company’s own business and financial condition.

Off-balance Sheet Financings and Liabilities

All of the membership interests of the Company are pledged as collateral to secure the Senior Secured First Lien Notes (the “Notes”) of ECC. The Company does not have any majority-owned subsidiaries or any interests in, or relationships with, any material variable-interest entities that are not included in the consolidated financial statements.

Income Taxes

The Company is treated as a single member limited liability company and is accounted for as a division of its parent, ECC, for income tax purposes. Accordingly, ECC pays all taxes on the Company’s behalf and is entitled to any related tax savings. Deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when it is determined to be more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

Recently Issued Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2012-02, “Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). Under this guidance, an entity would not be required to calculate the fair value of an indefinite-lived intangible asset unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. ASU 2012-02 is effective during interim and annual periods beginning after September 15, 2012.

XML

Commitments and Contingencies (Details) (USD $) In Millions, unless otherwise specified	Dec. 31, 2011
Future minimum lease payments under these non-cancelable operating leases
2013	$ 8.2
2014	8.2
2015	7.6
2016	6.0
2017	3.8
Thereafter	21.8
Total	$ 55.6

XML

Acquisitions (Details) (LER [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2012
LER [Member]
Summary of the purchase price allocation for the Company's acquisition of LER
Cash and cash equivalents	$ 0.5
Trade accounts receivable	2.1
Prepaid and other assets	0.1
Property and equipment	0.1
Intangible assets subject to amortization	0.5
Goodwill	0.7
Current liabilities	(1.8)
Total	$ 2.2

XML

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2012

Property and Equipment [Abstract]

Property and equipment

	Estimated useful life (years)		2012		2011
Buildings		39	$	18.6	$	18.5
Construction in progress		—		1.3		2.2
Transmission, studio and other broadcast equipment		5-15		158.0		156.7
Office and computer equipment		3-7		21.0		22.5
Transportation equipment		5		6.3		6.0
Leasehold improvements and land improvements		Lesser of lease life or useful life		22.2		21.1
				227.4		227.0
Less accumulated depreciation				173.4		169.2
				54.0		57.8
Land				7.4		7.4
			$	61.4	$	65.2

XML

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill and Other Intangible Assets [Abstract]

Carrying amount of goodwill

	Television		Radio		Total
December 31, 2012 and 2011	$	35,912	$	735	$	36,647

Composition of the company's acquired intangible assets and the associated accumulated amortization

			2012						2011
	Weighted average remaining life in years		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Television network affiliation agreements		9	$	65,089	$	44,210	$	20,879	$	65,089	$	41,577	$	23,512
Customer base		4		746		382		364		746		292		454
Other		17		25,655		24,549		1,106		25,155		24,523		632
Total intangible assets subject to amortization			$	91,490	$	69,141		22,349	$	90,990	$	66,392		24,598
Intangible assets not subject to amortization:
FCC licenses								220,701						220,701
Total intangible assets							$	243,050					$	245,299

Estimated amortization expense

Estimated Amortization Expense	Amount
2013	$	2,400
2014		2,400
2015		2,400
2016		2,400
2017		2,400

XML

Income Taxes (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Current
Federal			$ (1,100,000)
State	600,000	400,000	100,000
Foreign	300,000	600,000	300,000
Gross	900,000	1,000,000	(700,000)
Deferred
Federal	4,800,000	4,400,000	(2,800,000)
State	400,000	400,000	100,000
Gross	6,477,000	4,565,000	(4,342,000)
Total provision (benefit) for taxes	6,100,000	5,800,000	(3,400,000)
Entravision Holdings, LLC [Member]
Current
Federal
State
Foreign
Gross
Deferred
Federal	3,400,000	2,900,000	(2,800,000)
State	600,000	500,000	(400,000)
Gross	3,962,000	3,423,000	(3,225,000)
Total provision (benefit) for taxes	$ 4,000,000	$ 3,400,000	$ (3,200,000)

XML

Acquisitions (Details Textual) (LER [Member], USD $) In Millions, unless otherwise specified	1 Months Ended
	Jan. 03, 2011
LER [Member]
Acquisitions (Textual) [Abstract]
Interest in acquiree before further acquisition	50.00%
Further interest in acquiree acquired during the period	50.00%
Cash paid for Further interest in acquiree acquired	$ 1.1
Interest in acquiree, Adjusted fair value	1.1
Interest in acquiree, re-measurement gain recorded	$ 0.7

XML

Accounts Payable and Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2012

Accounts Payable and Accrued Expenses [Abstract]

Accounts payable and accrued expenses

	2012		2011
Accounts payable	$	6.9	$	5.6
Accrued payroll and compensated absences		5.3		4.7
Professional fees		0.4		0.6
Accrued interest		11.8		14.1
Deferred revenue		2.3		2.4
Accrued national representation fees		1.3		2.0
Other		11.2		10.4
	$	39.2	$	39.8

XML

Long-Term Debt (Tables)

12 Months Ended

Dec. 31, 2012

Long-Term Debt [Abstract]

Long-term debt

	2012		2011
Notes, net of discount of $3.0 million and $4.1 million	$	320.9	$	379.7
Term Loan	$	20.0	$	0.0
		340.9		379.7
Less current maturities		0.2		—
	$	340.7	$	379.7

Scheduled maturities of long-term debt

Year	Amount
2013	$	0.2
2014		0.2
2015		0.2
2016		19.4
2017		323.8
	$	343.8

Effect of interest rate swap agreements

Derivatives Not Designated As Hedging Instruments	Location of Income (Loss)		December 31, 2010
Interest rate swap agreements		Interest expense	$	13.4

Fair value assets measured on recurring and nonrecurring basis

	Level 3
Nonfinancial Assets	2010
Intangible assets not subject to amortization (FCC licenses)	$	67.8

XML

Nature of Business

12 Months Ended

Dec. 31, 2012

NATURE OF BUSINESS

1. NATURE OF BUSINESS

Nature of Business

Entravision Communications Corporation (together with its subsidiaries, hereinafter referred to collectively as the “Company”) is a diversified Spanish-language media company utilizing a combination of television and radio operations, together with mobile, digital and other interactive media platforms, to reach Hispanic consumers across the United States, as well as the border markets of Mexico. The Company’s management has determined that the Company operates in two reportable segments as of December 31, 2012, based upon the type of advertising medium, which consist of television broadcasting and radio broadcasting. As of December 31, 2012, the Company owns and/or operates 56 primary television stations located primarily in California, Colorado, Connecticut, Florida, Massachusetts, Nevada, New Mexico, Texas and Washington, D.C., consisting primarily of Univision Communications Inc. (“Univision”) affiliated stations. Radio operations consist of 49 operational radio stations, 38 FM and 11 AM, in 19 markets located primarily in Arizona, California, Colorado, Florida, Nevada, New Mexico and Texas.

Entravision Holdings, LLC [Member]

NATURE OF BUSINESS

1. NATURE OF BUSINESS

Nature of Business

A wholly-owned subsidiary of Entravision Communications Corporation (“ECC”) (see Note 6), Entravision Holdings, LLC (the “Company”) is the holder of licenses issued by the Federal Communications Commission (“FCC”) for the operation of television and radio stations in the United States. The Company does not engage in any operating activities or generate any revenue.

XML

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2012

Provision (benefit) for income taxes

	2012		2011		2010
Current
Federal	$	—	$	—	$	(1.1	)
State		0.6		0.4		0.1
Foreign		0.3		0.6		0.3
		0.9		1.0		(0.7	)
Deferred
Federal		4.8		4.4		(2.8	)
State		0.4		0.4		0.1
		5.2		4.8		(2.7	)
Total provision for taxes	$	6.1	$	5.8	$	(3.4	)

Schedule of effective income tax rate

	2012			2011			2010
Computed “expected” tax provision (benefit)	$	6.7		$	(0.8	)	$	(7.4	)
Change in income tax resulting from:
State taxes, net of federal benefit		1.2			0.4			0.1
Goodwill impairment		—			—			2.9
Foreign taxes		0.3			0.6			0.3
Change in valuation allowance		(2.2	)		5.6			1.0
FIN 48 adjustment		—			—			(0.4	)
Other		0.1			—			0.1
	$	6.1		$	5.8		$	(3.4	)

Components of the deferred tax assets and liabilities

	2012			2011
Deferred tax assets:
Accrued expenses	$	2.8		$	3.0
Accounts receivable		2.8			2.6
Net operating loss carryforward		110.5			103.7
Stock-based compensation		4.4			4.3
Capital loss in investment in a domestic subsidiary		10.2			10.4
Intangible assets		25.8			36.6
Credits		0.8			1.0
Other		3.5			3.4
		160.8			165.0
Valuation allowance		(145.5	)		(148.4	)
Net deferred tax assets	$	15.3		$	16.6
Deferred tax liabilities:
Non-long lived intangible assets	$	(4.3	)	$	(4.3	)
Long-lived Intangible assets		(48.3	)		(42.9	)
Property and equipment		(2.0	)		(3.0	)
Deferred state taxes		(5.5	)		(5.9	)
		(60.1	)		(56.1	)
	$	(44.8	)	$	(39.5	)

Deferred income tax amounts classified on the balance sheet

	2012			2011
Prepaid expenses and other current assets	$	0.4		$	0.5
Deferred income taxes		(45.2	)		(40.0	)
	$	(44.8	)	$	(39.5	)

Unrecognized tax benefits

	Amount
Balance at December 31, 2010	$	6.4
Change in balances related to tax positions		—
Balance at December 31, 2011	$	6.4
Change in balances related to tax positions		—
Balance at December 31, 2012	$	6.4

Entravision Holdings, LLC [Member]

Provision (benefit) for income taxes

	2012		2011		2010
Current
Federal		$—		$—		$—
State		—		—		—
Foreign		—		—		—
		—		—		—
Deferred
Federal		3.4		2.9		(2.8	)
State		0.6		0.5		(0.4	)
		4.0		3.4		(3.2	)
Total provision (benefit) for taxes	$	4.0	$	3.4	$	(3.2	)

Schedule of effective income tax rate

	2012		2011		2010
Computed “expected” tax provision (benefit)	$	—	$	—	$	(5.2	)
Change in income tax resulting from:
State taxes, net of federal benefit		—		—		(0.5	)
Change in valuation allowance		4.0		3.2		2.8
Other		—		0.2		(0.3	)
	$	4.0	$	3.4	$	(3.2	)

Components of the deferred tax assets and liabilities

	2012			2011
Deferred tax assets:
Net operating loss carryforward		84.4			77.9
Long-lived Intangible assets		20.6			28.6
		105.0			106.5
Valuation allowance		(105.0	)		(106.5	)
Net deferred tax assets	$	—		$	—
Deferred tax liabilities:
Long-lived Intangible assets	$	(32.2	)	$	(28.3	)

XML

Summary of Significant Accounting Policies (Details) (USD $)	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Numerator:
Net income (loss) applicable to common stockholders	$ 7,697,000	$ 7,233,000	$ 2,066,000	$ (3,395,000)	$ (2,032,000)	$ (1,384,000)	$ (352,000)	$ (4,432,000)	$ 13,601,000	$ (8,200,000)	$ (18,086,000)
Denominator:
Weighted average common shares outstanding, basic and diluted									85,882,646	85,051,066	84,488,930
Per share:
Net income (loss) per share applicable to common stockholders, basic and diluted	$ 0.09	$ 0.08	$ 0.02	$ (0.04)	$ (0.02)	$ (0.02)	$ 0.00	$ (0.05)	$ 0.16	$ (0.10)	$ (0.21)
Numerator
Net income (loss) applicable to common stockholders	7,697,000	7,233,000	2,066,000	(3,395,000)	(2,032,000)	(1,384,000)	(352,000)	(4,432,000)	13,601,000	(8,200,000)	(18,086,000)
Denominator
Weighted average common shares outstanding									85,882,646	85,051,066	84,488,930
Dilutive securities:
Stock options									89,418
Restricted stock units									342,142
Diluted shares outstanding									$ 86,314,206	$ 85,051,066	$ 84,488,930
Per share:
Net income (loss) per share applicable to common stockholders									$ 0.16	$ (0.10)	$ (0.21)

XML

Long-Term Debt (Details 2) (Interest rate swap agreements [Member], USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2010
Effect of interest rate swap agreements
Location of Income (Loss), Description	Interest expense
Interest expense decrease	$ 13.4
Interest expense [Member]
Effect of interest rate swap agreements
Interest expense decrease	$ 13.4

XML

Segment Data (Details Textual) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information [Line Items]
Total assets	$ 438,051,000	$ 467,321,000	$ 490,810,000
Segment Data (Textual) [Abstract]
Significant sources of revenue generated outside	0	0	0
Mexico [Member]
Segment Reporting Information [Line Items]
Total assets	$ 10,500,000	$ 10,600,000

XML

Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Current assets
Cash and cash equivalents	$ 36,130	$ 58,719
Trade receivables, net of allowance for doubtful accounts of $4,396 and $3,926 (including related parties of $4,916 and $5,608)	48,030	44,270
Prepaid expenses and other current assets (including related parties of $274 and $274)	4,245	5,939
Total current assets	88,405	108,928
Property and equipment, net	61,435	65,226
Intangible assets subject to amortization, net (including related parties of $20,880 and $23,513)	22,349	24,598
Intangible assets not subject to amortization	220,701	220,701
Goodwill	36,647	36,647
Other assets	8,514	11,221
Total assets	438,051	467,321
Current liabilities
Current maturities of long-term debt	150
Advances payable, related parties	118	118
Accounts payable and accrued expenses (including related parties of $3,576 and $5,691)	39,158	39,750
Total current liabilities	39,426	39,868
Long-term debt, less current maturities (net of bond discount of $2,982 and $4,134)	340,664	379,662
Other long-term liabilities	7,359	8,327
Deferred income taxes	45,201	40,025
Total liabilities	432,650	467,882
Commitments and contingencies (note 9)
Stockholders' equity (deficit)
Additional paid-in capital	930,814	938,453
Accumulated deficit	(925,421)	(939,022)
Total stockholders' equity (deficit)	5,401	(561)
Total liabilities and stockholders' equity (deficit)	438,051	467,321
Class A Common Stock
Stockholders' equity (deficit)
Common stock	5	5
Total stockholders' equity (deficit)	5	5
Class B Common Stock
Stockholders' equity (deficit)
Common stock	2	2
Total stockholders' equity (deficit)	2	2
Class U Common stock
Stockholders' equity (deficit)
Common stock	1	1
Total stockholders' equity (deficit)	1	1
Entravision Holdings, LLC [Member]
Current assets
Cash and cash equivalents
Intangible assets not subject to amortization	178,262	178,262
Total assets	178,262	178,262
Current liabilities
Deferred income taxes	32,214	28,252
Total liabilities	32,214	28,252
Stockholders' equity (deficit)
Additional paid-in capital	804,654	804,654
Accumulated deficit	(658,606)	(654,644)
Total stockholders' equity (deficit)	146,048	150,010
Total liabilities and stockholders' equity (deficit)	$ 178,262	$ 178,262

XML

Goodwill and Other Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Carrying amount of goodwill
Beginning Balance	$ 36,647	$ 36,647
Ending balance	36,647	36,647
Television [Member]
Carrying amount of goodwill
Beginning Balance	35,912	35,912
Ending balance	35,912	35,912
Radio [Member]
Carrying amount of goodwill
Beginning Balance	735	735
Ending balance	$ 735	$ 735

XML

Consolidated Statements of Stockholders' Equity (Deficit) (USD $) In Thousands, except Share data	Total USD ($)	Class A Common Stock USD ($)	Class A Common Stock Class B For A Exchange Of Common Stock	Class B Common Stock USD ($)	Class B Common Stock Class B For A Exchange Of Common Stock	Class U Common stock USD ($)	Treasury Stock	Additional Paid-in Capital USD ($)	Accumulated Deficit USD ($)	Entravision Holdings, LLC [Member] USD ($)	Entravision Holdings, LLC [Member] Additional Paid-in Capital USD ($)	Entravision Holdings, LLC [Member] Accumulated Deficit USD ($)
Balance at Dec. 31, 2009	$ 25,235	$ 5		$ 2		$ 1		$ 937,963	$ (912,736)	$ 164,898	$ 803,976	$ (639,078)
Balance, Shares at Dec. 31, 2009		51,807,122		22,587,433		9,352,729
Issuance of common stock upon exercise of stock options or awards of restricted stock units	237							237
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares	138,000	771,910
Stock-based compensation expense, net	2,971							2,971
Class B common stock exchanged for Class A common stock			399,272		(399,272)
Net income (loss)	(18,086)								(18,086)	(12,143)		(12,143)
Balance at Dec. 31, 2010	10,357	5		2		1		941,171	(930,822)	152,755	803,976	(651,221)
Balance, Shares at Dec. 31, 2010		52,978,304		22,188,161		9,352,729
Issuance of common stock upon exercise of stock options or awards of restricted stock units	41							41
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares	25,000	536,465
Stock-based compensation expense, net	2,343							2,343
Dividends paid	(5,102)							(5,102)
Contribution of FCC licenses by parent										678	678
Net income (loss)	(8,200)								(8,200)	(3,423)		(3,423)
Balance at Dec. 31, 2011	(561)	5		2		1		938,453	(939,022)	150,010	804,654	(654,644)
Balance, Shares at Dec. 31, 2011		53,514,769		22,188,161		9,352,729
Issuance of common stock upon exercise of stock options or awards of restricted stock units	23							23
Issuance of common stock upon exercise of stock options or awards of restricted stock units, Shares	50,000	889,457
Stock-based compensation expense, net	2,651							2,651
Dividends paid	(10,313)							(10,313)
Net income (loss)	13,601								13,601	(3,962)		(3,962)
Balance at Dec. 31, 2012	$ 5,401	$ 5		$ 2		$ 1		$ 930,814	$ (925,421)	$ 146,048	$ 804,654	$ (658,606)
Balance, Shares at Dec. 31, 2012		54,404,226		22,188,161		9,352,729

XML

Income Taxes (Details 3) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Deferred income tax amounts classified on the balance sheet
Prepaid expenses and other current assets	$ 0.4	$ 0.5
Deferred income taxes	(45.2)	(40.0)
Deferred Assets Liabilities Net	$ (44.8)	$ (39.5)

XML

Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2012

Related Party Transactions [Abstract]

Summary of related-party balances with univision and other related parties

	Univision				Other				Total
	2012		2011		2012		2011		2012		2011
Trade receivables	$	4,916	$	5,608	$	—	$	—	$	4,916	$	5,608
Other current assets		—		—		274		274		274		274
Intangible assets subject to amortization, net		20,880		23,513		—		—		20,880		23,513
Advances payable		—		—		118		118		118		118
Accounts payable	$	3,576	$	5,691	$	—	$	—	$	3,576	$	5,691

	Univision						Other						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Direct operating expenses (1)	$	10,599	$	8,373	$	8,803	$	—	$	—	$	2,054	$	10,599	$	8,373	$	10,857
Amortization		2,633		3,617		3,211		—		—		—		2,633		3,617		3,211
Interest expense		—		—		—		—		30		83		—		30		83

(1) Consists primarily of national representation fees paid to Univision and LER prior to the latter’s acquisition by the Company.

XML

Equity Incentive Plans (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Fair value of each stock option granted weighted-average assumptions
Fair value of options granted	$ 1.26	$ 1.33	$ 2.10
Expected volatility	89.00%	78.00%	79.00%
Risk-free interest rate	1.50%	2.20%	2.80%
Expected lives	7 years	7 years	7 years
Dividend rate

XML

Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2012

Quarterly Results of Operations (Unaudited) [Abstract]

QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

15. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

The following is a summary of the quarterly results of operations for the years ended December 31, 2012 and 2011 (in thousands, except per share data):

Year ended December 31, 2012:	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Net revenue	$	46,524		$	54,491		$	58,486		$	63,752		$	223,253
Net income (loss) applicable to common stockholders		(3,395	)		2,066			7,233			7,697			13,601
Net income (loss) per share, basic and diluted	$	(0.04	)	$	0.02		$	0.08		$	0.09		$	0.16
Year ended December 31, 2011:	First Quarter			Second Quarter			Third Quarter			Fourth Quarter			Total
Net revenue	$	44,044		$	50,265		$	50,115		$	49,972		$	194,396
Net income (loss) applicable to common stockholders		(4,432	)		(352	)		(1,384	)		(2,032	)		(8,200	)
Net income (loss) per share, basic and diluted	$	(0.05	)	$	0.00		$	(0.02	)	$	(0.02	)	$	(0.10	)

XML

Segment Data (Tables)

12 Months Ended

Dec. 31, 2012

Segment Data [Abstract]

Separate financial data for each of the Company's operating segments

	Years Ended December 31,						% Change 2012 to 2011			% Change 2011 to 2010
	2012		2011		2010
Net Revenue
Television	$	156,839	$	131,490	$	132,561		19	%		(1	)%
Radio		66,414		62,906		67,915		6	%		(7	)%
Consolidated		223,253		194,396		200,476		15	%		(3	)%
Direct operating expenses
Television		56,664		53,789		52,882		5	%		2	%
Radio		35,592		34,801		31,920		2	%		9	%
Consolidated		92,256		88,590		84,802		4	%		4	%
Selling, general and administrative expenses
Television		20,571		19,606		20,249		5	%		(3	)%
Radio		17,247		16,905		17,797		2	%		(5	)%
Consolidated		37,818		36,511		38,046		4	%		(4	)%
Depreciation and amortization
Television		13,312		15,189		15,489		(12	)%		(2	)%
Radio		3,114		3,464		3,740		(10	)%		(7	)%
Consolidated		16,426		18,653		19,229		(12	)%		(3	)%
Segment operating profit
Television		66,292		42,906		43,941		55	%		(2	)%
Radio		10,461		7,736		14,458		35	%		(46	)%
Consolidated		76,753		50,642		58,399		52	%		(13	)%
Corporate expenses		17,976		15,669		18,416		15	%		(15	)%
Impairment charge		—		—		36,109		*			(100	)%
Operating income (loss)	$	58,777	$	34,973	$	3,874		68	%		*
Capital expenditures
Television	$	8,339	$	6,494	$	6,196
Radio		1,561		1,724		981
Consolidated	$	9,900	$	8,218	$	7,177
Total assets
Television	$	313,904	$	342,462	$	367,474
Radio		124,147		124,859		123,336
Consolidated	$	438,051	$	467,321	$	490,810

XML

Schedule II-Consolidated Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2012

Schedule II-Consolidated Valuation and Qualifying Accounts [Abstract]

SCHEDULE II-CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

SCHEDULE II—CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Description	Balance at Beginning of Period		Charged / (Credited) to Expense			Other Adjustments (1)		Deductions			Balance at End of Period
Allowance for doubtful accounts
Year ended December 31, 2012	$	3,926	$	1,042		$	95	$	(667	)	$	4,396
Year ended December 31, 2011	$	5,099	$	894		$	533	$	(2,600	)	$	3,926
Year ended December 31, 2010	$	5,105	$	2,924		$	1,153	$	(4,083	)	$	5,099
Deferred tax valuation allowance
Year ended December 31, 2012	$	148,364	$	(2,894	)	$	—	$	—		$	145,470
Year ended December 31, 2011	$	142,561	$	5,803		$	—	$	—		$	148,364
Year ended December 31, 2010	$	143,175	$	(614	)	$	—	$	—		$	142,561

(1) Other adjustments represent recoveries and increases in the allowance for doubtful accounts.

XML

Equity Incentive Plans (Details Textual) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Equity Incentive Plans (Textual) [Abstract]
Shares vested related to grants of restricted stock and restricted stock	2,592,000	260,000	200,000
Total unrecognized compensation expense employee stock option plans	$ 1.4
Minimum [Member]
Equity Incentive Plans (Textual) [Abstract]
Stock options vesting period	1 year
Maximum [Member]
Equity Incentive Plans (Textual) [Abstract]
Stock options vesting period	3 years
2004 Plan [Member] | Class A Common Stock [Member]
Equity Incentive Plans (Textual) [Abstract]
Common stock shares authorized under 2000 plan and 2004 plan	10,000,000	10,000,000
2000 Plan [Member] | Class A Common Stock [Member]
Equity Incentive Plans (Textual) [Abstract]
Common stock shares authorized under 2000 plan and 2004 plan	11,500,000	11,500,000
Stock Options [Member]
Equity Incentive Plans (Textual) [Abstract]
Stock options vesting period	4 years
Stock-based compensation expense related to employee stock option plans	1.6	0.7	1.4
Weighted average period for unrecognized compensation expense related to grants of stock options	1 year 3 months 18 days
Stock Options [Member] | Minimum [Member]
Equity Incentive Plans (Textual) [Abstract]
Stock options vesting period	4 years
Stock Options [Member] | Maximum [Member]
Equity Incentive Plans (Textual) [Abstract]
Stock options vesting period	5 years
Stock Options [Member] | 2004 Plan [Member]
Equity Incentive Plans (Textual) [Abstract]
Contractual term of stock options	10 years
Stock Options [Member] | 2000 Plan [Member]
Equity Incentive Plans (Textual) [Abstract]
Contractual term of stock options	10 years
Restricted Stock and Restricted Stock Units [Member]
Equity Incentive Plans (Textual) [Abstract]
Stock-based compensation expense related to grants of restricted stock and restricted stock units		1,003,000	875,000
Performance based restricted stock and restricted stock units, eliminated minimum vesting period under amended 2004 plan	3 years
Stock-based compensation expense related to employee stock option plans	1.0	1.6	1.6
Weighted average period for unrecognized compensation expense related to grants of stock options	8 months 12 days
Total unrecognized compensation expense related to grants of restricted stock and restricted stock units	0.4
Shares vested related to grants of restricted stock and restricted stock	$ 1.3	1.3	2.2

XML

Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cash flows from operating activities:
Net income (loss)	$ 13,601	$ (8,200)	$ (18,086)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization	16,426	18,653	19,229
Impairment charge			36,109
Deferred income taxes	6,477	4,565	(4,342)
Amortization of debt issuance costs	2,284	2,207	1,140
Amortization of syndication contracts	707	1,482	1,159
Payments on syndication contracts	(1,698)	(1,976)	(2,724)
Equity in net (income) loss of nonconsolidated affiliate			180
Non-cash stock-based compensation	2,651	2,343	2,970
Other (income) loss		(687)
(Gain) loss on debt extinguishment	3,743	423	934
Reserve for note receivable			3,018
Change in fair value of interest rate swap agreements			(12,188)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
(Increase) decrease in restricted cash		809	(809)
(Increase) decrease in accounts receivable	(3,740)	(574)	2,091
(Increase) decrease in prepaid expenses and other assets	321	336	310
Increase (decrease) in accounts payable, accrued expenses and other liabilities	(740)	(1,770)	8,134
Net cash provided by (used in) operating activities	40,032	17,611	37,125
Cash flows from investing activities:
Purchases of property and equipment and intangibles	(9,856)	(8,524)	(8,650)
Purchase of a business		(598)
Net cash provided by (used in) investing activities	(9,856)	(9,122)	(8,650)
Cash flows from financing activities:
Proceeds from issuance of common stock	23	42	239
Payments on long-term debt	(61,800)	(17,071)	(362,949)
Termination of swap agreements			(4,039)
Dividends paid	(10,313)	(5,102)
Proceeds from borrowings on long-term debt	20,000		394,888
Payments of capitalized debt offering and issuance costs	(675)	(29)	(11,890)
Net cash provided by (used in) financing activities	(52,765)	(22,160)	16,249
Net increase (decrease) in cash and cash equivalents	(22,589)	(13,671)	44,724
Cash and cash equivalents:
Beginning	58,719	72,390	27,666
Ending	36,130	58,719	72,390
Cash payments for:
Interest	35,422	36,428	30,805
Income taxes	(365)	1,225	966
Entravision Holdings, LLC [Member]
Cash flows from operating activities:
Net income (loss)	(3,962)	(3,423)	(12,143)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Impairment charge			15,368
Deferred income taxes	3,962	3,423	(3,225)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:
Net cash provided by (used in) operating activities
Cash flows from financing activities:
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents:
Beginning
Ending
Cash payments for:
Interest
Income taxes
Noncash contributions from member

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Trade receivables, allowance for doubtful accounts	$ 4,396	$ 3,926
Prepaid expenses and other current assets	4,245	5,939
Intangible assets subject to amortization	22,349	24,598
Accounts payable and accrued expenses	39,158	39,750
Long-term debt, less current maturities, bond discount	2,982	4,134
Class A Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	260,000,000	260,000,000
Common stock, shares issued	54,404,226	53,514,769
Common stock, shares outstanding	54,404,226	53,514,769
Class B Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	22,188,161	22,188,161
Common stock, shares outstanding	22,188,161	22,188,161
Class U Common stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	9,352,729	9,352,729
Common stock, shares outstanding	9,352,729	9,352,729
Related Parties
Trade receivables, related parties	4,916	5,608
Prepaid expenses and other current assets	274	274
Intangible assets subject to amortization	20,880	23,513
Accounts payable and accrued expenses	$ 3,576	$ 5,691

XML

Stockholders' Equity

12 Months Ended

Dec. 31, 2012

STOCKHOLDERS' EQUITY

10. STOCKHOLDERS’ EQUITY

The Second Amended and Restated Certificate of Incorporation of the Company authorizes both common and preferred stock.

Common Stock

The Company’s common stock has three classes, identified as A, B and U. The Class A common stock and Class B common stock have similar rights and privileges, except that the Class B common stock is entitled to ten votes per share as compared to one vote per share for the Class A common stock. Each share of Class B common stock is convertible at the holder’s option into one fully paid and nonassessable share of Class A common stock and is required to be converted into one share of Class A common stock upon the occurrence of certain events as defined in the Second Amended and Restated Certificate of Incorporation.

The Class U common stock, which is held by Univision, has limited voting rights and does not include the right to elect directors. Each share of Class U common stock is automatically convertible into one share of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision.

During the year ended December 31, 2012, the Company paid a cash dividend of $0.12 per share, or $10.3 million, on all shares of Class A, Class B, and Class U common stock. During the year ended December 31, 2011, the Company paid a cash dividend of $0.06 per share, or $5.1 million, on all shares of Class A, Class B, and Class U common stock.

Treasury Stock

On November 1, 2006, the Company’s Board of Directors approved a $100 million stock repurchase program. The Company was authorized to repurchase up to $100 million of its outstanding Class A common stock from time to time in open market transactions at prevailing market prices, block trades and private repurchases. On April 7, 2008, the Company’s Board of Directors approved an additional $100 million stock repurchase program. The Company has repurchased a total of 20.8 million shares of Class A common stock for approximately $120.3 million under both plans from inception through December 31, 2012. The Company did not repurchase any shares of Class A common stock during 2010, 2011 or 2012. Subject to certain exceptions, both the Indenture and the Credit Agreement contain various provisions that limit the Company’s ability to make future repurchases of shares of the Company’s common stock.

Entravision Holdings, LLC [Member]

STOCKHOLDERS' EQUITY

6. MEMBER’S EQUITY

Under the Third Amended and Restated Operating Agreement of the Company entered into as of August 3, 2000, ECC is the sole member of the Company and owns 100% of the Company’s issued and outstanding membership interests.

XML

Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Jun. 30, 2012	Mar. 01, 2013 Class A Common Stock	Mar. 01, 2013 Class B Common Stock	Mar. 01, 2013 Class U Common stock
Entity Registrant Name	ENTRAVISION COMMUNICATIONS CORP
Entity Central Index Key	0001109116
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Amendment Flag	false
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float		$ 76,622,434
Entity Common Stock, Shares Outstanding			54,861,160	22,188,161	9,352,729

XML

Equity Incentive Plans

12 Months Ended

Dec. 31, 2012

Equity Incentive Plans [Abstract]

EQUITY INCENTIVE PLANS

11. EQUITY INCENTIVE PLANS

In May 2004, the Company adopted its 2004 Equity Incentive Plan (“2004 Plan”), which replaced its 2000 Omnibus Equity Incentive Plan (“2000 Plan”). The 2000 Plan had allowed for the award of up to 11,500,000 shares of Class A common stock. The 2004 Plan allows for the award of up to 10,000,000 shares of Class A common stock, plus any grants remaining available at its adoption date under the 2000 Plan. Awards under the 2004 Plan may be in the form of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock or restricted stock units. The 2004 Plan is administered by a committee appointed by the Board. This committee determines the type, number, vesting requirements and other features and conditions of such awards. Generally, stock options granted from the 2000 Plan have a contractual term of ten years from the date of the grant and vest over four or five years and stock options granted from the 2004 Plan have a contractual term of ten years from the date of the grant and vest over four years.

The 2004 Plan was amended by the Compensation Committee effective July 13, 2006 to (i) eliminate automatic option grants for non-employee directors, making any grants to such directors discretionary by the Compensation Committee and (ii) eliminate the three-year minimum vesting period for performance-based restricted stock and restricted stock units, making the vesting period for such grants discretionary by the Compensation Committee.

The Company has issued stock options and restricted stock units to various employees and non-employee directors of the Company in addition to non-employee service providers under both the 2004 Plan and the 2000 Plan.

The actual tax benefit realized for the tax deductions from option exercise of share-based payment arrangements for the years ended December 31, 2012, 2011, and 2010 was insignificant.

Stock Options

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option pricing model that uses the assumptions noted in the following table. Stock-based compensation expense related to stock options is based on the fair value on the date of grant and is amortized over the vesting period, generally between 1 to 3 years. Expected volatilities are based on historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of stock options granted is based on historical contractual life and the vesting data of the stock options. The risk-free rate for periods within the contractual life of the stock option is based on the U.S. Treasury yield curve in effect at the time of grant.

The fair value of each stock option granted was estimated using the following weighted-average assumptions:

	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010
Fair value of options granted	$	1.26		$	1.33		$	2.10
Expected volatility		89	%		78	%		79	%
Risk-free interest rate		1.5	%		2.2	%		2.8	%
Expected lives		7.0 years			7.0 years			7.0 years
Dividend rate		—			—			—

The following is a summary of stock option activity: (in thousands, except exercise price data and contractual life data):

Options	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2009		10,169		$	8.90
Granted		200		$	2.87
Exercised		(138	)		1.73			$	192
Forfeited or cancelled		(2,375	)		14.68
Outstanding at December 31, 2010		7,856		$	7.12
Granted		260		$	2.03
Exercised		(25	)		1.73			$	14
Forfeited or cancelled		(886	)		9.39
Outstanding at December 31, 2011		7,205		$	6.68
Granted		2,592		$	1.64
Exercised		(50	)		0.46			$	45
Forfeited or cancelled		(1,540	)		9.72
Outstanding at December 31, 2012		8,207		$	4.55		5.39	$	244
Exercisable at December 31, 2012		6,266		$	5.46		4.19	$	180
Expected to Vest at December 31, 2012		1,941		$	1.64		9.28	$	64

Stock-based compensation expense related to the Company’s employee stock option plans was $1.6 million, $0.7 million and $1.4 million for the years ended December 31, 2012, 2011 and 2010, respectively.

As of December 31, 2012, there was approximately $1.4 million of total unrecognized compensation expense related to the Company’s employee stock option plans that is expected to be recognized over a weighted-average period of 1.3 years.

Restricted Stock and Restricted Stock Units

The following is a summary of nonvested restricted stock and restricted stock units activity: (in thousands, except grant date fair value data):

	Number of Shares			Weighted- Average Grant Date Fair Value
Nonvested balance at December 31, 2009		1,240		$	7.04
Granted		875			2.50
Vested		(634	)		6.67
Forfeited or cancelled		(40	)		7.61
Nonvested balance at December 31, 2010		1,441		$	4.43
Granted		1,003			1.78
Vested		(512	)		5.28
Forfeited or cancelled		(22	)		3.69
Nonvested balance at December 31, 2011		1,910		$	2.81
Vested		(840	)		3.37
Forfeited or cancelled		(55	)		1.97
Nonvested balance at December 31, 2012		1,015		$	2.43

Stock-based compensation expense related to grants of restricted stock and restricted stock units was $1.0 million, $1.6 million and $1.6 million for the years ended December 31, 2012, 2011 and 2010, respectively.

As of December 31, 2012, there was approximately $0.4 million of total unrecognized compensation expense related to grants of restricted stock and restricted stock units that is expected to be recognized over a weighted-average period of 0.7 years.

The fair value of shares vested related to grants of restricted stock and restricted stock units was $1.3 million, $1.3 million, and $2.2 million for the years ended December 31, 2012, 2011 and 2010, respectively.

XML

Consolidated Statements of Operations (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net revenue	$ 223,253	$ 194,396	$ 200,476
Expenses:
Direct operating expenses (including related parties of $10,599, $8,373, and $10,857) (including non-cash stock-based compensation of $146, $229, and $454)	92,256	88,590	84,802
Selling, general and administrative expenses (including non-cash stock-based compensation of $767, $812, and $897)	37,818	36,511	38,046
Corporate expenses (including non-cash stock-based compensation of $1,738, $1,302, and $1,619)	17,976	15,669	18,416
Depreciation and amortization (includes direct operating of $12,332, $13,258, and $13,545; selling, general and administrative of $2,858, $3,141, and $3,557; and corporate of $1,236, $2,254, and $2,127) (including related parties of $2,633, $3,617, and $3,211)	16,426	18,653	19,229
Impairment charge			36,109
Total expenses	164,476	159,423	196,602
Operating income (loss)	58,777	34,973	3,874
Interest expense (including related parties of $0, $30, and $83)	(35,407)	(37,650)	(24,429)
Interest income	86	3	260
Other income (loss)		687
Gain (loss) on debt extinguishment	(3,743)	(423)	(987)
Income (loss) before income taxes	19,713	(2,410)	(21,282)
Income tax (expense) benefit	(6,112)	(5,790)	3,376
Income (loss) before equity in net income (loss) of nonconsolidated affiliate	13,601	(8,200)	(17,906)
Equity in net income (loss) of nonconsolidated affiliate			(180)
Net income (loss) applicable to common stockholders	13,601	(8,200)	(18,086)
Basic and diluted earnings per share:
Net income (loss) per share applicable to common stockholders, basic and diluted	$ 0.16	$ (0.10)	$ (0.21)
Weighted average common shares outstanding, basic	85,882,646	85,051,066	84,488,930
Weighted average common shares outstanding, diluted	86,314,206	85,051,066	84,488,930
Entravision Holdings, LLC [Member]
Expenses:
Impairment charge			15,368
Operating income (loss)			(15,368)
Income tax (expense) benefit	(3,962)	(3,423)	3,225
Net income (loss) applicable to common stockholders	$ (3,962)	$ (3,423)	$ (12,143)

XML

Property and Equipment

12 Months Ended

Dec. 31, 2012

Property and Equipment [Abstract]

PROPERTY AND EQUIPMENT

5. PROPERTY AND EQUIPMENT

Property and equipment as of December 31, 2012 and 2011 consists of (in millions):

	Estimated useful life (years)		2012		2011
Buildings		39	$	18.6	$	18.5
Construction in progress		—		1.3		2.2
Transmission, studio and other broadcast equipment		5-15		158.0		156.7
Office and computer equipment		3-7		21.0		22.5
Transportation equipment		5		6.3		6.0
Leasehold improvements and land improvements		Lesser of lease life or useful life		22.2		21.1
				227.4		227.0
Less accumulated depreciation				173.4		169.2
				54.0		57.8
Land				7.4		7.4
			$	61.4	$	65.2

XML

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2012

GOODWILL AND OTHER INTANGIBLE ASSETS

4. GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill for each of the Company’s operating segments for the years ended December 31, 2012 and 2011 is as follows (in thousands):

	Television		Radio		Total
December 31, 2012 and 2011	$	35,912	$	735	$	36,647

The composition of the Company’s acquired intangible assets and the associated accumulated amortization as of December 31, 2012 and 2011 is as follows (in thousands):

			2012						2011
	Weighted average remaining life in years		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets subject to amortization:
Television network affiliation agreements		9	$	65,089	$	44,210	$	20,879	$	65,089	$	41,577	$	23,512
Customer base		4		746		382		364		746		292		454
Other		17		25,655		24,549		1,106		25,155		24,523		632
Total intangible assets subject to amortization			$	91,490	$	69,141		22,349	$	90,990	$	66,392		24,598
Intangible assets not subject to amortization:
FCC licenses								220,701						220,701
Total intangible assets							$	243,050					$	245,299

The aggregate amount of amortization expense for the years ended December 31, 2012, 2011 and 2010 was approximately $2.7 million, $3.8 million and $3.4 million, respectively. Estimated amortization expense for each of the years ended December 31, 2013 through 2017 is as follows (in thousands):

Estimated Amortization Expense	Amount
2013	$	2,400
2014		2,400
2015		2,400
2016		2,400
2017		2,400

Impairment

The Company has identified each of its two operating segments to be separate reporting units: television broadcasting and radio broadcasting. The carrying values of the reporting units are determined by allocating all applicable assets (including goodwill) and liabilities based upon the unit in which the assets are employed and to which the liabilities relate, considering the methodologies utilized to determine the fair value of the reporting units.

Goodwill and indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1.

2012

The Company conducted a review of the fair value of the television and radio reporting units in 2012. The fair value of each reporting unit was primarily determined by using a combination of a market approach and an income approach. The income approach estimates fair value based on the estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on internal forecasts about future performance. The market-based approach used comparable company earnings multiples. Based on the assumptions and projections, the television and radio reporting unit fair values were both greater than their respective carrying values. As a result, the Company passed the first step of the goodwill impairment test for both reporting units and no impairment of goodwill was recorded.

The Company also conducted a review of the fair value of the television and radio FCC licenses in 2012. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses.

2011

The Company conducted a review of the fair value of the radio reporting unit in 2011. The fair value was primarily determined by using a combination of a market approach and an income approach. The income approach estimates fair value based on the estimated future cash flows of each reporting unit, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the overall level of inherent risk of that reporting unit. The income approach also requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimated the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in radio industry. The Company estimated the revenue projections and profit margin projections based on internal forecasts about future performance. The market-based approach used comparable company earnings multiples. Based on the assumptions and projections, the radio reporting unit’s fair value was greater than its carrying value. As a result, the Company passed the first step of the goodwill impairment test and no impairment of goodwill of the radio reporting unit was recorded.

The Company also conducted a review of the television reporting unit. The Company performed a qualitative assessment and determined that it is more likely than not that its fair value is greater than its carrying amount. As such, the two-step impairment test was unnecessary and no impairment of goodwill of the television reporting unit was recorded.

The Company also conducted a review of the fair value of the television and radio FCC licenses in 2011. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses.

Entravision Holdings, LLC [Member]

GOODWILL AND OTHER INTANGIBLE ASSETS

3. INTANGIBLE ASSETS NOT SUBJECT TO AMORTIZATION

The composition of the Company’s intangible assets consists entirely of intangible assets not subject to amortization (FCC licenses). The net carrying amount as of December 31, 2012 and 2011 was $178.3 million. The Company did not have any amortization expense for the years ended December 31, 2012, 2011 and 2010 and does not anticipate future amortization expense as the intangible assets are not subject to amortization.

Indefinite life intangibles are not amortized but are tested annually for impairment, or more frequently, if events or changes in circumstances indicate that the assets might be impaired. The annual testing date is October 1.

2012

The Company conducted a review of the fair value of the television and radio FCC licenses in 2012. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses.

2011

The Company conducted a review of the fair value of the television and radio FCC licenses in 2011. The estimated fair value of indefinite life intangible assets is determined by an income approach. The income approach estimates fair value based on the estimated future cash flows of each market cluster that a hypothetical buyer would expect to generate, discounted by an estimated weighted-average cost of capital that reflects current market conditions, which reflect the level of inherent risk. The income approach requires the Company to make a series of assumptions, such as discount rates, revenue projections, profit margin projections and terminal value multiples. The Company estimates the discount rates on a blended rate of return considering both debt and equity for comparable publicly-traded companies in the television and radio industries. These comparable publicly-traded companies have similar size, operating characteristics and/or financial profiles to the Company. The Company also estimated the terminal value multiple based on comparable publicly-traded companies in the television and radio industries. The Company estimated the revenue projections and profit margin projections based on various market clusters signal coverage of the markets and industry information for an average station within a given market. The information for each market cluster includes such things as estimated market share, estimated capital start-up costs, population, household income, retail sales and other expenditures that would influence advertising expenditures. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned or actual conversion of format or upgrade of station signal. The assumptions the Company makes about cash flows after conversion are based on the performance of similar stations in similar markets and potential proceeds from the sale of the assets. Based on the assumptions and estimates, the Company did not record impairment of FCC licenses.

XML

Condensed Consolidating Financial Statements

12 Months Ended

Dec. 31, 2012

Condensed Consolidating Financial Statements [Abstract]

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

16. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The Company’s Senior Secured First Lien Notes are guaranteed by all of the Company’s existing and future wholly-owned domestic subsidiaries. All of the guarantees are full and unconditional and joint and several. None of the Company’s foreign subsidiaries are guarantors of the Notes.

Set forth below are consolidating financial statements related to the Company, its material guarantor subsidiary Entravision Holdings, LLC, and its non-guarantor subsidiaries. Consolidating balance sheets are presented as of December 31, 2012 and 2011 and the related consolidating statements of operations and cash flows are presented for each of the three years ended December 31, 2012. The equity method of accounting has been used by the Company to report its investment in subsidiaries.

Consolidating Balance Sheet

December 31, 2012

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	35,631		$	—		$	499	$	—		$	36,130
Trade receivables, net of allowance for doubtful accounts		47,779			—			251		—			48,030
Prepaid expenses and other current assets		3,778			—			467		—			4,245
Total current assets		87,188			—			1,217		—			88,405
Property and equipment, net		58,900			—			2,535		—			61,435
Intangible assets subject to amortization, net		22,349			—			—		—			22,349
Intangible assets not subject to amortization		38,739			178,262			3,700		—			220,701
Goodwill		35,653			—			994		—			36,647
Investment in subsidiaries		164,355			—			—		(164,355	)		—
Other assets		8,514			—			10,603		(10,603	)		8,514
Total assets	$	415,698		$	178,262		$	19,049	$	(174,958	)	$	438,051
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	150		$	—		$	—	$	—		$	150
Advances payable, related parties		118			—			—		—			118
Accounts payable and accrued expenses		47,537			—			742		(9,121	)		39,158
Total current liabilities		47,805			—			742		(9,121	)		39,426
Long-term debt, less current maturities		340,664			—			—		—			340,664
Other long-term liabilities		7,359			—			—		—			7,359
Deferred income taxes		14,469			32,214			—		(1,482	)		45,201
Total liabilities		410,297			32,214			742		(10,603	)		432,650
Stockholders’ equity
Class A common stock		5			—			—		—			5
Class B common stock		2			—			—		—			2
Class C common stock		1			—			—		—			1
Member’s capital		—			804,654			12,652		(817,306	)		—
Additional paid-in capital		930,814			—			—		—			930,814
Accumulated deficit		(925,421	)		(658,606	)		5,655		652,951			(925,421	)
Total stockholders’ equity		5,401			146,048			18,307		(164,355	)		5,401
Total liabilities and stockholders’ equity	$	415,698		$	178,262		$	19,049	$	(174,958	)	$	438,051

Consolidating Balance Sheet

December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	58,276		$	—		$	443	$	—		$	58,719
Trade receivables, net of allowance for doubtful accounts		43,951			—			319		—			44,270
Prepaid expenses and other current assets		5,678			—			261		—			5,939
Total current assets		107,905			—			1,023		—			108,928
Property and equipment, net		62,046			—			3,180		—			65,226
Intangible assets subject to amortization, net		24,598			—			—		—			24,598
Intangible assets not subject to amortization		38,739			178,262			3,700		—			220,701
Goodwill		35,653			—			994		—			36,647
Investment in subsidiaries		170,580			—			—		(170,580	)		—
Other assets		11,221			—			12,603		(12,603	)		11,221
Total assets	$	450,742		$	178,262		$	21,500	$	(183,183	)	$	467,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	—		$	—	$	—		$	—
Advances payable, related parties		118			—			—		—			118
Accounts payable and accrued expenses		49,633			—			930		(10,813	)		39,750
Total current liabilities		49,751			—			930		(10,813	)		39,868
Long-term debt, less current maturities		379,662			—			—		—			379,662
Other long-term liabilities		8,327			—			—		—			8,327
Deferred income taxes		13,563			28,252			—		(1,790	)		40,025
Total liabilities		451,303			28,252			930		(12,603	)		467,882
Stockholders’ equity
Class A common stock		5			—			—		—			5
Class B common stock		2			—			—		—			2
Class C common stock		1			—			—		—			1
Member’s capital		—			804,654			12,652		(817,306	)		—
Additional paid-in capital		938,453			—			—		—			938,453
Accumulated deficit		(939,022	)		(654,644	)		7,918		646,726			(939,022	)
Total stockholders’ equity		(561	)		150,010			20,570		(170,580	)		(561	)
Total liabilities and stockholders’ equity	$	450,742		$	178,262		$	21,500	$	(183,183	)	$	467,321

Consolidating Statement of Operations

Year Ended December 31, 2012

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	222,050		$	—		$	3,149		$	(1,946	)	$	223,253
Expenses:
Direct operating expenses		92,627			—			1,575			(1,946	)		92,256
Selling, general and administrative expenses		37,320			—			498			—			37,818
Corporate expenses		17,976			—			—			—			17,976
Depreciation and amortization		15,743			—			683			—			16,426
		163,666			—			2,756			(1,946	)		164,476
Operating income (loss)		58,384			—			393			—			58,777
Interest expense		(35,407	)		—			—			—			(35,407	)
Interest income		86			—			—			—			86
Income (loss) on debt extinguishment		(3,743	)		—			—			—			(3,743	)
Income (loss) before income taxes		19,320			—			393			—			19,713
Income tax (expense) benefit		(1,833	)		(3,962	)		(317	)		—			(6,112	)
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		17,487			(3,962	)		76			—			13,601
Equity in income (loss) of subsidiaries		(3,886	)		—			—			3,886			—
Net income (loss) applicable to common stockholders	$	13,601		$	(3,962	)	$	76		$	3,886		$	13,601

Consolidating Statement of Operations

Year Ended December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	193,081		$	—		$	3,906		$	(2,591	)	$	194,396
Expenses:
Direct operating expenses		89,584			—			1,597			(2,591	)		88,590
Selling, general and administrative expenses		36,305			—			206			—			36,511
Corporate expenses		15,669			—			—			—			15,669
Depreciation and amortization		17,839			—			814			—			18,653
		159,397			—			2,617			(2,591	)		159,423
Operating income (loss)		33,684			—			1,289			—			34,973
Interest expense		(37,650	)		—			—			—			(37,650	)
Interest income		3			—			—			—			3
Other income (loss)		687			—			—			—			687
Income (loss) on debt extinguishment		(423	)		—			—			—			(423	)
Income (loss) before income taxes		(3,699	)		—			1,289			—			(2,410	)
Income tax (expense) benefit		(1,510	)		(3,423	)		(857	)		—			(5,790	)
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		(5,209	)		(3,423	)		432			—			(8,200	)
Equity in income (loss) of subsidiaries		(2,991	)		—			—			2,991			—
Net income (loss) applicable to common stockholders	$	(8,200	)	$	(3,423	)	$	432		$	2,991		$	(8,200	)

Consolidating Statement of Operations

Year Ended December 31, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	199,314		$	—		$	3,604		$	(2,442	)	$	200,476
Expenses:
Direct operating expenses		85,895			—			1,349			(2,442	)		84,802
Selling, general and administrative expenses		37,489			—			557			—			38,046
Corporate expenses		18,416			—			—			—			18,416
Depreciation and amortization		18,417			—			812			—			19,229
Impairment charge		11,992			15,368			8,749			—			36,109
		172,209			15,368			11,467			(2,442	)		196,602
Operating income (loss)		27,105			(15,368	)		(7,863	)		—			3,874
Interest expense		(24,429	)		—			—			—			(24,429	)
Interest income		260			—			—			—			260
Income (loss) on debt extinguishment		(987	)		—			—			—			(987	)
Income (loss) before income taxes		1,949			(15,368	)		(7,863	)		—			(21,282	)
Income tax benefit (expense)		(2,617	)		3,225			2,768			—			3,376
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		(668	)		(12,143	)		(5,095	)		—			(17,906	)
Equity in income (loss) of subsidiaries		(17,238	)		—			—			17,238			—
Income (loss) before equity in net income (loss) of nonconsolidated affiliates		(17,906	)		(12,143	)		(5,095	)		17,238			(17,906	)
Equity in net income (loss) of nonconsolidated affiliates		(180	)		—			—			—			(180	)
Net income (loss) applicable to common stockholders	$	(18,086	)	$	(12,143	)	$	(5,095	)	$	17,238		$	(18,086	)

Consolidating Statement of Cash Flows

Year ended December 31, 2012

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	13,601		$	(3,962	)	$	76		$	3,886		$	13,601
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		15,743			—			683			—			16,426
Deferred income taxes		2,470			3,962			45			—			6,477
Amortization of debt issue costs		2,284			—			—			—			2,284
Amortization of syndication contracts		707			—			—			—			707
Payments on syndication contracts		(1,698	)		—			—			—			(1,698	)
Non-cash stock-based compensation		2,651			—			—			—			2,651
Other (income) loss		—			—			—			—			—
(Gain) loss on debt extinguishment		3,743			—			—			—			3,743
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		—			—			—			—			—
(Increase) decrease in accounts receivable		(3,808	)		—			68			—			(3,740	)
(Increase) decrease in amounts due from related party		394			—			(394	)					—
(Increase) decrease in prepaid expenses and other assets		517			—			(196	)		—			321
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(552	)		—			(188	)		—			(740	)
Net cash provided by (used in) operating activities		36,052			—			94			3,886			40,032
Cash flows from investing activities:
Purchases of property and equipment and intangibles		(9,818	)		—			(38	)		—			(9,856	)
Investment in subsidiaries		3,886			—			—			(3,886	)		—
Purchase of a business		—			—			—			—			—
Net cash provided by (used in) investing activities		(5,932	)		—			(38	)		(3,886	)		(9,856	)
Cash flows from financing activities:
Proceeds from issuance of common stock		23			—			—			—			23
Payments on long-term debt		(61,800	)		—			—			—			(61,800	)
Dividends paid		(10,313	)		—			—			—			(10,313	)
Proceeds from borrowings on long-term debt		20,000			—			—			—			20,000
Payments of deferred debt and offering costs		(675	)		—			—			—			(675	)
Net cash provided by (used in) financing activities		(52,765	)		—			—			—			(52,765	)
Net increase (decrease) in cash and cash equivalents		(22,645	)		—			56			—			(22,589	)
Cash and cash equivalents:
Beginning		58,276			—			443			—			58,719
Ending	$	35,631		$	—		$	499		$	—		$	36,130

Consolidating Statement of Cash Flows

Year ended December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	(8,200	)	$	(3,423	)	$	432		$	2,991		$	(8,200	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		17,839			—			814			—			18,653
Deferred income taxes		883			3,423			259			—			4,565
Amortization of debt issue costs		2,207			—			—			—			2,207
Amortization of syndication contracts		1,482			—			—			—			1,482
Payments on syndication contracts		(1,976	)		—			—			—			(1,976	)
Non-cash stock-based compensation		2,343			—			—			—			2,343
Other (income) loss		(687	)		—			—			—			(687	)
(Gain) loss on debt extinguishment		423			—			—			—			423
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		809			—			—			—			809
(Increase) decrease in accounts receivable		(505	)		—			(69	)		—			(574	)
(Increase) decrease in amounts due from related party		1,300			—			(1,300	)					—
(Increase) decrease in prepaid expenses and other assets		283			—			53			—			336
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(1,965	)		—			195			—			(1,770	)
Net cash provided by (used in) operating activities		14,236			—			384			2,991			17,611
Cash flows from investing activities:
Purchases of property and equipment and intangibles		(8,333	)		—			(191	)		—			(8,524	)
Investment in subsidiaries		2,991			—			—			(2,991	)		—
Purchase of a business		(598	)		—			—			—			(598	)
Net cash provided by (used in) investing activities		(5,940	)		—			(191	)		(2,991	)		(9,122	)
Cash flows from financing activities:
Proceeds from issuance of common stock		42			—			—			—			42
Payments on long-term debt		(17,071	)		—			—			—			(17,071	)
Dividends paid		(5,102	)		—			—			—			(5,102	)
Payments of deferred debt and offering costs		(29	)		—			—			—			(29	)
Net cash provided by (used in) financing activities		(22,160	)		—			—			—			(22,160	)
Net increase (decrease) in cash and cash equivalents		(13,864	)		—			193			—			(13,671	)
Cash and cash equivalents:
Beginning		72,140			—			250			—			72,390
Ending	$	58,276		$	—		$	443		$	—		$	58,719

Consolidating Statement of Cash Flows

Year ended December 31, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	(18,086	)	$	(12,143	)	$	(5,095	)	$	17,238		$	(18,086	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		18,417			—			812			—			19,229
Impairment charge		11,992			15,368			8,749			—			36,109
Deferred income taxes		1,994			(3,225	)		(3,111	)		—			(4,342	)
Amortization of debt issue costs		1,140			—			—			—			1,140
Amortization of syndication contracts		1,159			—			—			—			1,159
Payments on syndication contracts		(2,724	)		—			—			—			(2,724	)
Equity in net income (loss) of nonconsolidated affiliate		180			—			—			—			180
Non-cash stock-based compensation		2,970			—			—			—			2,970
(Gain) loss on debt extinguishment		934			—			—			—			934
Reserve for note receivable		3,018			—			—			—			3,018
Change in fair value of interest rate swap agreements		(12,188	)		—			—			—			(12,188	)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		(809	)		—			—			—			(809	)
(Increase) decrease in accounts receivable		2,051			—			40			—			2,091
(Increase) decrease in amounts due from related party		184			—			(184	)					—
(Increase) decrease in prepaid expenses and other assets		389			—			(79	)		—			310
Increase (decrease) in accounts payable, accrued expenses and other liabilities		7,930			—			204			—			8,134
Net cash provided by (used in) operating activities		18,551			—			1,336			17,238			37,125
Cash flows from investing activities:
Investment in subsidiaries		17,238									(17,238	)		—
Purchases of property and equipment and intangibles		(7,158	)		—			(1,492	)		—			(8,650	)
Net cash provided by (used in) investing activities		10,080			—			(1,492	)		(17,238	)		(8,650	)
Cash flows from financing activities:
Proceeds from issuance of common stock		239			—			—			—			239
Payments on long-term debt		(362,949	)		—			—			—			(362,949	)
Termination of swap agreements		(4,039	)		—			—			—			(4,039	)
Proceeds from borrowings on long-term debt		394,888			—			—			—			394,888
Payments of deferred debt and offering costs		(11,890	)		—			—			—			(11,890	)
Net cash provided by (used in) financing activities		16,249			—			—			—			16,249
Net increase (decrease) in cash and cash equivalents		44,880			—			(156	)		—			44,724
Cash and cash equivalents:
Beginning		27,260			—			406			—			27,666
Ending	$	72,140		$	—		$	250		$	—		$	72,390

ENTRAVISION HOLDINGS, LLC

NOTES TO FINANCIAL STATEMENTS

XML

Related Party Transactions

12 Months Ended

Dec. 31, 2012

RELATED-PARTY TRANSACTIONS

12. RELATED-PARTY TRANSACTIONS

Univision provides network compensation to the Company and acts as the Company’s exclusive sales representative for the sale of all national advertising aired on Univision-affiliate television stations.

At December 31, 2012 Univision owns approximately 10% of the Company’s common stock on a fully-converted basis.

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 of the Company’s Class A common stock (subject to adjustment for stock splits, dividends or combinations) in connection with any transfer to a third party that is not an affiliate of Univision.

In August 2008, the Company entered into a proxy agreement with Univision pursuant to which the Company granted to Univision the right to negotiate the terms of retransmission consent agreements for its Univision- and UniMás-affiliated television station signals for a term of six years. Among other things, the proxy agreement provides terms relating to compensation to be paid to the Company by Univision with respect to retransmission consent agreements entered into with Multichannel Video Programming Distributors (“MVPDs”). The agreement also provides terms relating to compensation to be paid to the Company with respect to agreements that are entered into for the carriage of its Univision- and UniMás-affiliated television station signals.

The following tables reflect the related-party balances with Univision and other related parties (in thousands):

	Univision				Other				Total
	2012		2011		2012		2011		2012		2011
Trade receivables	$	4,916	$	5,608	$	—	$	—	$	4,916	$	5,608
Other current assets		—		—		274		274		274		274
Intangible assets subject to amortization, net		20,880		23,513		—		—		20,880		23,513
Advances payable		—		—		118		118		118		118
Accounts payable	$	3,576	$	5,691	$	—	$	—	$	3,576	$	5,691

	Univision						Other						Total
	2012		2011		2010		2012		2011		2010		2012		2011		2010
Direct operating expenses (1)	$	10,599	$	8,373	$	8,803	$	—	$	—	$	2,054	$	10,599	$	8,373	$	10,857
Amortization		2,633		3,617		3,211		—		—		—		2,633		3,617		3,211
Interest expense		—		—		—		—		30		83		—		30		83

(1) Consists primarily of national representation fees paid to Univision and LER prior to the latter’s acquisition by the Company.

In addition, the Company also had accounts receivable from third parties in connection with a joint sales agreement between the Company and Univision. As of December 31, 2012, 2011 and 2010 these balances totaled $2.3 million, $2.2 million and $2.4 million, respectively.

In May 2007, the Company entered into an affiliation agreement with LATV Networks, LLC (“LATV”). Pursuant to the affiliation agreement, the Company will broadcast programming provided to the Company by LATV on one of the digital multicast channels of certain of the Company’s television stations. Under the affiliation agreement, there are no fees paid for the carriage of programming, and the Company generally retains the right to sell approximately five minutes per hour of available advertising time. Walter F. Ulloa, the Company’s Chairman and Chief Executive Officer, is a director, officer and principal stockholder of LATV.

Entravision Holdings, LLC [Member]

RELATED-PARTY TRANSACTIONS

7. RELATED-PARTY TRANSACTIONS

The Company holds the broadcasting licenses issued by the FCC for the operation of television and radio stations by ECC. ECC is the sole member of the Company and owns 100% of the Company’s issued and outstanding membership interests. As of December 31, 2012 and 2011, all of the membership interests of the Company were pledged as collateral to secure the Notes of ECC.

In May 2011, ECC acquired a radio FCC license in Palm Springs, CA for $0.7 million in an auction held by the FCC. ECC contributed the license to the Company.

XML

Income Taxes

12 Months Ended

Dec. 31, 2012

INCOME TAXES

8. INCOME TAXES

The provision (benefit) for income taxes from continuing operations for the years ended December 31, 2012, 2011 and 2010 (in millions):

	2012		2011		2010
Current
Federal	$	—	$	—	$	(1.1	)
State		0.6		0.4		0.1
Foreign		0.3		0.6		0.3
		0.9		1.0		(0.7	)
Deferred
Federal		4.8		4.4		(2.8	)
State		0.4		0.4		0.1
		5.2		4.8		(2.7	)
Total provision for taxes	$	6.1	$	5.8	$	(3.4	)

The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pre-tax income for the years ended December 31, 2012, 2011 and 2010 due to the following (in millions):

	2012			2011			2010
Computed “expected” tax provision (benefit)	$	6.7		$	(0.8	)	$	(7.4	)
Change in income tax resulting from:
State taxes, net of federal benefit		1.2			0.4			0.1
Goodwill impairment		—			—			2.9
Foreign taxes		0.3			0.6			0.3
Change in valuation allowance		(2.2	)		5.6			1.0
FIN 48 adjustment		—			—			(0.4	)
Other		0.1			—			0.1
	$	6.1		$	5.8		$	(3.4	)

The components of the deferred tax assets and liabilities at December 31, 2012, 2011 and 2010 consist of the following (in millions):

	2012			2011
Deferred tax assets:
Accrued expenses	$	2.8		$	3.0
Accounts receivable		2.8			2.6
Net operating loss carryforward		110.5			103.7
Stock-based compensation		4.4			4.3
Capital loss in investment in a domestic subsidiary		10.2			10.4
Intangible assets		25.8			36.6
Credits		0.8			1.0
Other		3.5			3.4
		160.8			165.0
Valuation allowance		(145.5	)		(148.4	)
Net deferred tax assets	$	15.3		$	16.6
Deferred tax liabilities:
Non-long lived intangible assets	$	(4.3	)	$	(4.3	)
Long-lived Intangible assets		(48.3	)		(42.9	)
Property and equipment		(2.0	)		(3.0	)
Deferred state taxes		(5.5	)		(5.9	)
		(60.1	)		(56.1	)
	$	(44.8	)	$	(39.5	)

Deferred income tax amounts are classified on the balance sheet as follows (in millions):

	2012			2011
Prepaid expenses and other current assets	$	0.4		$	0.5
Deferred income taxes		(45.2	)		(40.0	)
	$	(44.8	)	$	(39.5	)

As of December 31, 2012, the Company has federal and state net operating loss carryforwards of approximately $294.3 and $210.1 million, respectively, available to offset future taxable income. The federal net operating loss carryforwards will expire during the years 2020 through 2032. The state net operating loss carryforwards will expire during the years 2013 through 2033. Of the $210.1 million of state net operating loss carryforwards, $13.3 million will expire in 2013.

For the years ended December 31, 2012 and 2011, the Company had a valuation allowance of $145.5 million and $148.4 million, respectively, as the Company believes that it is more likely than not that its tax assets will not be fully realized.

As of December 31, 2012, the Company’s utilization of its available net operating loss carryforwards against future taxable income is not restricted pursuant to the “change in ownership” rules in Section 382 of the Internal Revenue Code. However in subsequent periods, the utilization of its available net operating loss carryforwards against future taxable income may be restricted pursuant to the “change in ownership” rules in Section 382 of the Internal Revenue Code. These rules in general provide that an ownership change occurs when the percentage shareholdings of 5% direct or indirect shareholders of a loss corporation have in aggregate increased by more than 50 percentage points during the immediately preceding three years.

The Company addresses uncertainty in tax positions according to the provisions of ASC 740, “Income Taxes”, which clarifies the accounting for income taxes by establishing the minimum recognition threshold and a measurement attribute for tax positions taken or expected to be taken in a tax return in order to be recognized in the financial statements.

The following table summarizes the activity related to the Company’s unrecognized tax benefits (in millions):

	Amount
Balance at December 31, 2010	$	6.4
Change in balances related to tax positions		—
Balance at December 31, 2011	$	6.4
Change in balances related to tax positions		—
Balance at December 31, 2012	$	6.4

As of December 31, 2012, the Company had $6.4 million of gross unrecognized tax benefits for uncertain tax positions, of which $0.9 million would affect the effective tax rate if recognized.

The Company does not anticipate that the amount of unrecognized tax benefits as of December 31, 2012 will significantly increase or decrease within the next 12 months.

The Company recognizes interest and penalties related to income tax matters as a component of income tax expense. As of December 31, 2012, the Company had no significant accrued interest and penalties related to uncertain tax positions due to the net operating loss.

The Company is subject to taxation in the United States, various states and Mexico. The tax years 2009 to 2012 and 2008 to 2012 remain open to examination by federal and state taxing jurisdictions, respectively, and the tax years 2002 to 2012 remain open to examination by foreign jurisdiction. Net operating losses from years from which the statute of limitations have expired (2008 and prior for federal and 2007 and prior for state) could be adjusted in the event that the taxing jurisdictions challenge the amounts of net operating loss carryforwards from such years.

Entravision Holdings, LLC [Member]

INCOME TAXES

5. INCOME TAXES

The provision (benefit) for income taxes for the years ended December 31, 2012, 2011, and 2010 is as follows (in millions):

	2012		2011		2010
Current
Federal		$—		$—		$—
State		—		—		—
Foreign		—		—		—
		—		—		—
Deferred
Federal		3.4		2.9		(2.8	)
State		0.6		0.5		(0.4	)
		4.0		3.4		(3.2	)
Total provision (benefit) for taxes	$	4.0	$	3.4	$	(3.2	)

The income tax provision (benefit) differs from the amount of income tax determined by applying the U.S. federal income tax rate of 34% to pre-tax income for the years ended December 31, 2012, 2011, and 2010 due to the following (in millions):

	2012		2011		2010
Computed “expected” tax provision (benefit)	$	—	$	—	$	(5.2	)
Change in income tax resulting from:
State taxes, net of federal benefit		—		—		(0.5	)
Change in valuation allowance		4.0		3.2		2.8
Other		—		0.2		(0.3	)
	$	4.0	$	3.4	$	(3.2	)

The components of the deferred tax assets and liabilities at December 31, 2012 and 2011 consist of the following (in millions):

	2012			2011
Deferred tax assets:
Net operating loss carryforward		84.4			77.9
Long-lived Intangible assets		20.6			28.6
		105.0			106.5
Valuation allowance		(105.0	)		(106.5	)
Net deferred tax assets	$	—		$	—
Deferred tax liabilities:
Long-lived Intangible assets	$	(32.2	)	$	(28.3	)

As of December 31, 2012, the Company has federal and state net operating loss carryforwards of approximately $225.4 million available to offset future taxable income. The net operating loss carryforwards will expire during the years 2020 through 2032.

For the years ended December 31, 2012 and 2011, the Company had a valuation allowance of $105.0 million and $106.5 million, respectively, as the Company believes that it is more likely than not that the deferred tax assets will not be fully realized.

As of December 31, 2012, the Company’s utilization of its available net operating loss carryforwards against future taxable income is not restricted pursuant to the “change in ownership” rules in Section 382 of the Internal Revenue Code. However in subsequent periods, the utilization of its available net operating loss carryforwards against future taxable income may be restricted pursuant to the “change in ownership” rules in Section 382 of the Internal Revenue Code. These rules in general provide that an ownership change occurs when the percentage shareholdings of 5% direct or indirect shareholders of a loss corporation have in aggregate increased by more than 50 percentage points during the immediately preceding three years.

XML

Income Taxes (Details 4) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Unrecognized tax benefits
Beginning Balance	$ 6.4	$ 6.4
Change in balances related to tax positions
Ending Balance	$ 6.4	$ 6.4

XML

Accounts Payable and Accrued Expenses

12 Months Ended

Dec. 31, 2012

Accounts Payable and Accrued Expenses [Abstract]

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

6. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses as of December 31, 2012 and 2011 consist of (in millions):

	2012		2011
Accounts payable	$	6.9	$	5.6
Accrued payroll and compensated absences		5.3		4.7
Professional fees		0.4		0.6
Accrued interest		11.8		14.1
Deferred revenue		2.3		2.4
Accrued national representation fees		1.3		2.0
Other		11.2		10.4
	$	39.2	$	39.8

XML

Long-Term Debt

12 Months Ended

Dec. 31, 2012

LONG-TERM DEBT

7. LONG-TERM DEBT

Long-term debt as of December 31, 2012 and 2011 is summarized as follows (in millions):

	2012		2011
Notes, net of discount of $3.0 million and $4.1 million	$	320.9	$	379.7
Term Loan	$	20.0	$	0.0
		340.9		379.7
Less current maturities		0.2		—
	$	340.7	$	379.7

The scheduled maturities of long-term debt as of December 31, 2012 are as follows (in millions):

Year	Amount
2013	$	0.2
2014		0.2
2015		0.2
2016		19.4
2017		323.8
	$	343.8

For the years ended December 31, 2012 and 2011, the Company recognized an increase of $0.6 million in interest expense, related to amortization of the bond discount.

Notes

On July 27, 2010, the Company completed the offering and sale of $400 million aggregate principal amount of its 8.75% Senior Secured First Lien Notes (the “Notes”). The Notes were issued at a discount to 98.722% of their principal amount and mature on August 1, 2017. Interest on the Notes accrues at a rate of 8.75% per annum from the date of original issuance and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2011. The Company received net proceeds of approximately $388 million from the sale of the Notes (net of bond discount of $5 million and fees of $7 million), which were used to pay all indebtedness outstanding under the previous syndicated bank credit facility, terminate the related interest rate swap agreements, pay fees and expenses related to the offering of the Notes and for general corporate purposes.

During the fourth quarter of 2011, the Company purchased Notes on the open market with a principal amount of $16.2 million. The Company recorded a loss on debt extinguishment of $0.4 million primarily due to the write off of unamortized finance costs and unamortized bond discount.

During the second quarter of 2012, the Company repurchased Notes with a principal amount of $20.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. The Company recorded a loss on debt extinguishment of $1.2 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

During the fourth quarter of 2012, the Company repurchased Notes with a principal amount of $40.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. The Company recorded a loss on debt extinguishment of $2.5 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

The Notes are guaranteed on a senior secured basis by all of the existing and future wholly-owned domestic subsidiaries (the “Note Guarantors”). The Notes and the guarantees rank equal in right of payment to all of the Company’s and the guarantors’ existing and future senior indebtedness and senior in right of payment to all of the Company’s and the Note Guarantors’ existing and future subordinated indebtedness. In addition, the Notes and the guarantees are effectively junior: (i) to the Company’s and the Note Guarantors’ indebtedness secured by assets that are not collateral; (ii) pursuant to an Intercreditor Agreement entered into at the same time that the Company entered into the 2010 Credit Facility described below; and (iii) to all of the liabilities of any of the Company’s existing and future subsidiaries that do not guarantee the Notes, to the extent of the assets of those subsidiaries. The Notes are secured by substantially all of the assets, as well as the pledge of the stock of substantially all of the subsidiaries, including the special purpose subsidiary formed to hold the Company’s FCC licenses.

At the Company’s option, the Company may redeem:

• prior to August 1, 2013, on one or more occasions, up to 10% of the original principal amount of the Notes during each 12-month period beginning on August 1, 2010, at a redemption price equal to 103% of the principal amount of the Notes, plus accrued and unpaid interest;

• prior to August 1, 2013, on one or more occasions, up to 35% of the original principal amount of the Notes with the net proceeds from certain equity offerings, at a redemption price of 108.750% of the principal amount of the Notes, plus accrued and unpaid interest; provided that: (i) at least 65% of the aggregate principal amount of all Notes issued under the Indenture remains outstanding immediately after such redemption; and (ii) such redemption occurs within 60 days of the date of closing of any such equity offering;

• prior to August 1, 2013, some or all of the Notes may be redeemed at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest; and

• on or after August 1, 2013, some or all of the Notes may be redeemed at a redemption price of: (i) 106.563% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2013; (ii) 104.375% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2014; (iii) 102.188% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2015; and (iv) 100% of the principal amount of the Notes if redeemed on or after August 1, 2016, in each case plus accrued and unpaid interest.

In addition, upon a change of control, as defined in the indenture governing the issuance of the Notes (the “Indenture”), the Company must make an offer to repurchase all Notes then outstanding, at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest. In addition, the Company may at any time and from time to time purchase Notes in the open market or otherwise.

Upon an event of default, as defined in the Indenture, the Notes will become due and payable: (i) immediately without further notice if such event of default arises from events of bankruptcy or insolvency of the Company, any Note Guarantor or any restricted subsidiary; or (ii) upon a declaration of acceleration of the Notes in writing to the Company by the Trustee or holders representing 25% of the aggregate principal amount of the Notes then outstanding, if an event of default occurs and is continuing. The Indenture contains additional provisions that are customary for an agreement of this type, including indemnification by the Company and the Note Guarantors.

The carrying amount and estimated fair value of the Notes as of December 31, 2012 was $320.9 million and $351.3 million, respectively. The estimated fair value is based on quoted market prices for the Notes.

2012 Credit Facility

On December 20, 2012, the Company also entered into a new term loan and revolving credit facility of up to $50 million (the “2012 Credit Facility”) pursuant to the amended Credit Agreement. The 2012 Credit Facility consists of a four-year $20 million term loan facility and a four-year $30 million revolving credit facility that expires on December 20, 2016, which includes a $3 million sub-facility for letters of credit. As of December 31, 2012, the Company had approximately $0.6 million in outstanding letters of credit. In addition, the Company may increase the aggregate principal amount of the 2012 Credit Facility by up to an additional $50 million, subject to the Company satisfying certain conditions.

Borrowings under the 2012 Credit Facility bear interest at either: (i) the Base Rate (as defined in the agreement governing the 2012 Credit Facility (the “amended Credit Agreement”) plus the Applicable Margin (as defined in the amended Credit Agreement); or (ii) LIBOR plus the Applicable Margin (as defined in the amended Credit Agreement). The Company has not drawn on the revolving credit facility of the 2012 Credit Facility.

The 2012 Credit Facility is guaranteed on a senior secured basis by all of the Company’s existing and future wholly-owned domestic subsidiaries (the “Credit Guarantors”), which are also the Note Guarantors (collectively, the “Guarantors”). The 2012 Credit Facility is secured on a first priority basis by the Company’s and the Credit Guarantors’ assets, which also secure the Notes. The Company’s borrowings, if any, under the 2012 Credit Facility rank senior to the Notes upon the terms set forth in the Intercreditor Agreement that the Company entered into in connection with the credit facility that was in effect at that time.

The amended Credit Agreement also requires compliance with a total net leverage ratio financial covenant in the event that the revolving credit facility is drawn in an amount in excess of $3 million, net of certain letter of credit obligations.

Upon an event of default, as defined in the amended Credit Agreement, the lender may, among other things, suspend or terminate their obligation to make further loans to the Company and/or declare all amounts then outstanding under the 2012 Credit Facility to be immediately due and payable. The amended Credit Agreement also contains additional provisions that are customary for an agreement of this type, including indemnification by the Company and the Credit Guarantors.

In connection with the Company entering into the Indenture and the amended Credit Agreement, the Company and the Guarantors also entered into the following agreements:

• A Security Agreement, pursuant to which the Company and the Guarantors each granted a first priority security interests in the collateral securing the Notes and the 2012 Credit Facility for the benefit of the holders of the Notes and the lender under the 2012 Credit Facility; and

• An Intercreditor Agreement, in order to define the relative rights of the holders of the Notes and the lender under the 2012 Credit Facility with respect to the collateral securing the Company’s and the Guarantors’ respective obligations under the Notes and the 2012 Credit Facility; and

• A Registration Rights Agreement, pursuant to which the Company registered the Notes and successfully conducted an exchange offering for the Notes in unregistered form, as originally issued.

Subject to certain exceptions, both the Indenture and the amended Credit Agreement contain various provisions that limit the Company’s ability, among other things, to:

• incur additional indebtedness;

• incur liens;

• merge, dissolve, consolidate, or sell all or substantially all of the Company’s assets;

• engage in acquisitions;

• make certain investments;

• make certain restricted payments;

• use loan proceeds to purchase or carry margin stock or for any other prohibited purpose;

• incur certain contingent obligations;

• enter into certain transactions with affiliates; and

• change the nature of the Company’s business.

In addition, the Indenture contains various provisions that limit the Company’s ability to:

• apply the proceeds from certain asset sales other than in accordance with the terms of the Indenture; and

• restrict dividends or other payments from subsidiaries.

In addition, the amended Credit Agreement contains various provisions that limit the Company’s ability to:

• dispose of certain assets; and

• amend the Company’s or any guarantor’s organizational documents of the Company in any way that is materially adverse to the lender under the 2012 Credit Facility.

Moreover, if the Company fails to comply with any of the financial covenants or ratios under the 2012 Credit Facility, the lender could:

• Elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or

• Terminate their commitments, if any, to make further extensions of credit.

The carrying amount and estimated fair value of the term loan as of December 31, 2012 was $20 million. The estimated fair value is based on the quoted market prices for the same or similar issues or on the current rates offered to the Company for debt of the same remaining maturities with similar collateral requirements.

Syndicated Bank Credit Facility

In July 2010, the Company repaid all amounts then outstanding under its previous syndicated bank credit facility and terminated the amended syndicated bank credit facility agreement. All references to and discussions regarding the syndicated bank credit facility and the amended syndicated bank credit facility agreement in this report should be considered in light of this fact.

In September 2005, the Company entered into its previous $650 million senior secured syndicated bank credit facility, consisting of a 7  ¹/₂ year $500 million term loan and a 6  ¹/ ₂ year $150 million new facility. The term loan under the syndicated bank credit facility had been drawn in full, the proceeds of which were used (i) to refinance $250 million outstanding under the former syndicated bank credit facility, (ii) to complete a tender offer for the previously outstanding $225 million senior subordinated notes, and (iii) for general corporate purposes. The Company’s ability to make additional borrowings under the syndicated bank credit facility was subject to compliance with certain financial covenants, including financial ratios, and other conditions set forth in the syndicated bank credit facility.

On March 16, 2009, the Company entered into an amendment to its previous syndicated bank credit facility agreement. Pursuant to this amendment, among other things:

• The interest that the Company paid under the credit facility increased. Both the revolver and term loan borrowings under the amendment bore interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin that varies depending upon the leverage ratio. Borrowings under both the revolver and term loan bore interest at LIBOR plus a margin of 5.25% when the leverage ratio was greater than or equal to 5.0.

• The total amount of the revolver facility was reduced from $150 million to $50 million. The new facility bore interest at LIBOR plus a margin ranging from 3.25% to 5.25% based on leverage covenants. In addition, the Company paid a quarterly unused commitment fee ranging from 0.25% to 0.50% per annum, depending on the level of facility used.

• There were more stringent financial covenants relating to maximum allowed leverage ratio, maximum capital expenditures and fixed charge coverage ratio. Beginning March 16, 2009 through December 31, 2009, the maximum allowed leverage ratio, or the ratio of consolidated total debt to trailing-twelve-month consolidated adjusted EBITDA, was 6.75. The maximum allowed leverage ratio decreased to 6.50 in the first quarter of 2010.

• There was a mandatory prepayment clause for 100% of the proceeds of certain asset dispositions, regardless of the leverage ratio. In addition, if the Company had excess cash flow, as defined in the syndicated bank credit facility, 75% of such excess cash flow must be used to reduce the outstanding loan balance on a quarterly basis.

• Beginning March 31, 2009, the senior leverage ratio and net leverage ratio were eliminated.

• The Company was restricted from making future repurchases of shares of common stock, except under a limited circumstance, which the Company utilized in May 2009.

The amended syndicated bank credit facility also required the Company to maintain FCC licenses for broadcast properties and continued restrictions on the incurrence of additional debt, the payment of dividends, the marking of acquisitions and the sale of assets.

The amendment also contained additional covenants, representations and provisions that are usual and customary for credit facilities of this type. All other provisions of the credit facility agreement, as amended, remain in full force and effect unless expressly amended or modified by the amendment.

At the time of entering into this amendment, the Company made a prepayment of $40 million to reduce the outstanding amount of the term loans and paid the lenders an amendment fee.

The Company recorded a loss on debt extinguishment of $1.0 million for fees and unamortized finance costs associated with the termination of the syndicated bank credit facility during the year ended December 31, 2010.

Derivative Instruments

All of the interest rate swap agreements were terminated on July 27, 2010. All references to and discussions regarding the derivative instruments in this report should be considered in light of this fact.

The Company used interest rate swap agreements to manage its exposure to the risks associated with changes in interest rates. The Company does not enter into derivative instruments for speculation or trading purposes. The interest rate swap agreements converted a portion of the variable rate term loan into a fixed rate obligation. These interest rate swap agreements were not designated for hedge accounting treatment, and as a result, changes in their fair values were reflected in earnings.

For the year ended December 31, 2010, the Company recognized a decrease of $13.4 million in interest expense related to the increase in fair value of the interest rate swap agreements. The following table presents the effect of the interest rate swap agreements on the consolidated statements of operations for the year ended December 31, 2010 (in millions):

Derivatives Not Designated As Hedging Instruments	Location of Income (Loss)		December 31, 2010
Interest rate swap agreements		Interest expense	$	13.4

Fair Value Measurements

ASC 820, “Fair Value Measurements and Disclosures”, defines and establishes a framework for measuring fair value and expands disclosures about fair value measurements. In 2009, the Company adopted ASC 820 related to the accounting and disclosure of fair value measurements for nonfinancial assets and liabilities. In accordance with ASC 820, the Company has categorized its nonfinancial assets and liabilities, based on the priority of the inputs to the valuation technique, into a three-level fair value hierarchy as set forth below.

Level 1 – Assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that the company has the ability to access at the measurement date.

Level 2 – Assets and liabilities whose values are based on quoted prices for similar attributes in active markets; quoted prices in markets where trading occurs infrequently; and inputs other than quoted prices that are observable, either directly or indirectly, for substantially the full term of the asset or liability.

Level 3 – Assets and liabilities whose values are based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The following table presents the Company’s nonfinancial assets measured at fair value on a nonrecurring basis, based on the fair value hierarchy as of December 31, 2010 (in millions):

	Level 3
Nonfinancial Assets	2010
Intangible assets not subject to amortization (FCC licenses)	$	67.8

In 2010, the Company wrote down its TV and radio FCC licenses with carrying amounts of $94.0 million to their fair values of $67.8 million and as a result, recognized impairment losses of $26.2 million, which the Company included in impairment charge on the consolidated statements of operations for the year ended December 31, 2010. In 2010 the Company wrote down its radio goodwill with a carrying amount of $9.9 million to $0, and as a result, recognized an impairment loss of $9.9 million, which the Company included in impairment charge on the consolidated statements of operations for the year ended December 31, 2010. For further discussion on the calculation of fair value and the determination of impairment see Note 4, “Goodwill and Other Intangible Assets”.

Entravision Holdings, LLC [Member]

LONG-TERM DEBT

4. LONG-TERM DEBT

The Company does not have any long term debt as of December 31, 2012 and 2011. However, the Company is a guarantor of the Notes and the 2012 Credit Facility of its parent, ECC. Effective July 27, 2010, all of the membership interests of the Company are pledged as collateral to secure ECC’s Notes. As of December 31, 2012 and 2011, the balance due on ECC’s Notes was $323.8 million and $383.8 million, respectively.

ECC’s Notes

On July 27, 2010, ECC completed the offering and sale of $400 million aggregate principal amount of its 8.75% Senior Secured First Lien Notes. The Notes were issued at a discount to 98.722% of their principal amount and mature on August 1, 2017. Interest on the Notes accrues at a rate of 8.75% per annum from the date of original issuance and is payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2011. ECC received net proceeds of approximately $388 million from the sale of the Notes (net of bond discount of $5 million and fees of $7 million), which were used to pay all indebtedness outstanding under the previous syndicated bank credit facility, terminate the related interest rate swap agreements, pay fees and expenses related to the offering of the Notes and for general corporate purposes.

During the fourth quarter of 2011, ECC purchased Notes on the open market with a principal amount of $16.2 million. ECC recorded a loss on debt extinguishment of $0.4 million primarily due to the write off of unamortized finance costs and unamortized bond discount.

During the second quarter of 2012, ECC repurchased Notes with a principal amount of $20.0 million pursuant to the optional redemption provisions in the indenture governing the issuance of the Notes (the “Indenture”). The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. ECC recorded a loss on debt extinguishment of $1.2 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

During the fourth quarter of 2012, ECC repurchased Notes with a principal amount of $40.0 million pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes was 103% of the principal amount plus all accrued and unpaid interest. ECC recorded a loss on debt extinguishment of $2.5 million related to the premium paid and the write off of unamortized finance costs and unamortized bond discount.

The Notes are guaranteed on a senior secured basis by all of the existing and future wholly-owned domestic subsidiaries of ECC (the “Note Guarantors”). The Notes and the guarantees rank equal in right of payment to all of ECC’s and the guarantors’ existing and future senior indebtedness and senior in right of payment to all of ECC’s and the Note Guarantors’ existing and future subordinated indebtedness. In addition, the Notes and the guarantees are effectively junior: (i) to ECC’s and the Note Guarantors’ indebtedness secured by assets that are not collateral; (ii) pursuant to an Intercreditor Agreement entered into at the same time that ECC entered into its 2010 Credit Facility; and (iii) to all of the liabilities of any of ECC’s existing and future subsidiaries that do not guarantee the Notes, to the extent of the assets of those subsidiaries. The Notes are secured by substantially all of the assets, as well as the pledge of the stock of substantially all of the subsidiaries, including the Company.

At ECC’s option, ECC may redeem:

• prior to August 1, 2013, on one or more occasions, up to 10% of the original principal amount of the Notes during each 12-month period beginning on August 1, 2010, at a redemption price equal to 103% of the principal amount of the Notes, plus accrued and unpaid interest;

• prior to August 1, 2013, on one or more occasions, up to 35% of the original principal amount of the Notes with the net proceeds from certain equity offerings, at a redemption price of 108.750% of the principal amount of the Notes, plus accrued and unpaid interest; provided that: (i) at least 65% of the aggregate principal amount of all Notes issued under the Indenture remains outstanding immediately after such redemption; and (ii) such redemption occurs within 60 days of the date of closing of any such equity offering;

• prior to August 1, 2013, some or all of the Notes may be redeemed at a redemption price equal to 100% of the principal amount of the Notes plus a “make-whole” premium plus accrued and unpaid interest; and

• on or after August 1, 2013, some or all of the Notes may be redeemed at a redemption price of: (i) 106.563% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2013; (ii) 104.375% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2014; (iii) 102.188% of the principal amount of the Notes if redeemed during the twelve-month period beginning on August 1, 2015; and (iv) 100% of the principal amount of the Notes if redeemed on or after August 1, 2016, in each case plus accrued and unpaid interest.

In addition, upon a change of control, as defined in the Indenture, ECC must make an offer to repurchase all Notes then outstanding, at a purchase price equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest.

Upon an event of default, as defined in the Indenture, the Notes will become due and payable: (i) immediately without further notice if such event of default arises from events of bankruptcy or insolvency of ECC, any Note Guarantor or any restricted subsidiary; or (ii) upon a declaration of acceleration of the Notes in writing to ECC by the Trustee or holders representing 25% of the aggregate principal amount of the Notes then outstanding, if an event of default occurs and is continuing. The Indenture contains additional provisions that are customary for an agreement of this type, including indemnification by ECC and the Note Guarantors.

ECC’s 2012 Credit Facility

On December 20, 2012, ECC entered into a new term loan and revolving credit facility of up to $50 million pursuant to the amended Credit Agreement. The 2012 Credit Facility consists of a four-year $20 million term loan facility and a four-year $30 million revolving credit facility that expires on December 20, 2016, which includes a $3 million sub-facility for letters of credit. As of December 31, 2012, ECC had approximately $0.6 million in outstanding letters of credit. In addition, ECC may increase the aggregate principal amount of the 2012 Credit Facility by up to an additional $50 million, subject to ECC satisfying certain conditions.

Borrowings under the 2012 Credit Facility bear interest at either: (i) the Base Rate (as defined in the agreement governing the 2012 Credit Facility (the “amended Credit Agreement”) plus the Applicable Margin (as defined in the amended Credit Agreement); or (ii) LIBOR plus the Applicable Margin (as defined in the amended Credit Agreement). ECC has not drawn on the revolving credit facility of the 2012 Credit Facility.

The 2012 Credit Facility is guaranteed on a senior secured basis by all of ECC’s existing and future wholly-owned domestic subsidiaries (the “Credit Guarantors”), which are also the Note Guarantors (collectively, the “Guarantors”). The 2012 Credit Facility is secured on a first priority basis by ECC’s and the Credit Guarantors’ assets, which also secure the Notes. ECC’s borrowings, if any, under the 2012 Credit Facility rank senior to the Notes upon the terms set forth in the Intercreditor Agreement that ECC entered into in connection with the credit facility that was in effect at that time.

The amended Credit Agreement also requires compliance with a total net leverage ratio financial covenant in the event that the revolving credit facility is drawn in an amount in excess of $3 million, net of certain letter of credit obligations.

Upon an event of default, as defined in the amended Credit Agreement, the lender may, among other things, suspend or terminate their obligation to make further loans to ECC and/or declare all amounts then outstanding under the 2012 Credit Facility to be immediately due and payable. The amended Credit Agreement also contains additional provisions that are customary for an agreement of this type, including indemnification by ECC and the Credit Guarantors.

In connection with ECC entering into the Indenture and the amended Credit Agreement, ECC and the Guarantors also entered into the following agreements:

• A Security Agreement, pursuant to which ECC and the Guarantors each granted a first priority security interests in the collateral securing the Notes and the 2012 Credit Facility for the benefit of the holders of the Notes and the lender under the 2012 Credit Facility; and

• An Intercreditor Agreement, in order to define the relative rights of the holders of the Notes and the lender under the 2012 Credit Facility with respect to the collateral securing ECC’s and the Guarantors’ respective obligations under the Notes and the 2012 Credit Facility; and

• A Registration Rights Agreement, pursuant to which ECC registered the Notes and successfully conducted an exchange offering for the Notes in unregistered form, as originally issued.

Subject to certain exceptions, both the Indenture and the amended Credit Agreement contain various provisions that limit ECC’s ability, among other things, to:

• incur additional indebtedness;

• incur liens;

• merge, dissolve, consolidate, or sell all or substantially all of ECC’s assets;

• engage in acquisitions;

• make certain investments;

• make certain restricted payments;

• use loan proceeds to purchase or carry margin stock or for any other prohibited purpose;

• incur certain contingent obligations;

• enter into certain transactions with affiliates; and

• change the nature of ECC’s business.

In addition, the Indenture contains various provisions that limit ECC’s ability to:

• apply the proceeds from certain asset sales other than in accordance with the terms of the Indenture; and

• restrict dividends or other payments from subsidiaries.

In addition, the amended Credit Agreement contains various provisions that limit ECC’s ability to:

• dispose of certain assets; and

• amend ECC’s or any guarantor’s organizational documents of ECC in any way that is materially adverse to the lender under the 2012 Credit Facility.

Moreover, if ECC fails to comply with any of the financial covenants or ratios under the 2012 Credit Facility, the lender could:

• Elect to declare all amounts borrowed to be immediately due and payable, together with accrued and unpaid interest; and/or

• Terminate their commitments, if any, to make further extensions of credit.

ECC’s Syndicated Bank Credit Facility

In July 2010, ECC repaid all amounts outstanding under the previous syndicated bank credit facility and terminated the amended syndicated bank credit facility agreement. All references to and discussions regarding the syndicated bank credit facility and the amended syndicated bank credit facility agreement in this report should be considered in light of this fact.

In September 2005, ECC entered into the previous $650 million senior secured syndicated bank credit facility, consisting of a 7  ¹/₂ year $500 million term loan and a 6  ¹/ ₂ year $150 million new facility. The term loan under the syndicated bank credit facility had been drawn in full, the proceeds of which were used (i) to refinance $250 million outstanding under the former syndicated bank credit facility, (ii) to complete a tender offer for the previously outstanding $225 million senior subordinated notes, and (iii) for general corporate purposes. ECC’s ability to make additional borrowings under the syndicated bank credit facility was subject to compliance with certain financial covenants, including financial ratios, and other conditions set forth in the syndicated bank credit facility.

On March 16, 2009, ECC entered into an amendment to the previous syndicated bank credit facility agreement. Pursuant to this amendment, among other things:

• The interest that ECC paid under the credit facility increased. Both the revolver and term loan borrowings under the amendment bore interest at a variable interest rate based on either LIBOR or a base rate, in either case plus an applicable margin that varies depending upon the leverage ratio. Borrowings under both the revolver and term loan bore interest at LIBOR plus a margin of 5.25% when the leverage ratio was greater than or equal to 5.0.

• The total amount of the revolver facility was reduced from $150 million to $50 million. The new facility bore interest at LIBOR plus a margin ranging from 3.25% to 5.25% based on leverage covenants. In addition, ECC paid a quarterly unused commitment fee ranging from 0.25% to 0.50% per annum, depending on the level of facility used.

• There were more stringent financial covenants relating to maximum allowed leverage ratio, maximum capital expenditures and fixed charge coverage ratio. Beginning March 16, 2009 through December 31, 2009, the maximum allowed leverage ratio, or the ratio of consolidated total debt to trailing-twelve-month consolidated adjusted EBITDA, was 6.75. The maximum allowed leverage ratio decreased to 6.50 in the first quarter of 2010.

• There was a mandatory prepayment clause for 100% of the proceeds of certain asset dispositions, regardless of the leverage ratio. In addition, if ECC had excess cash flow, as defined in the syndicated bank credit facility, 75% of such excess cash flow must be used to reduce the outstanding loan balance on a quarterly basis.

• Beginning March 31, 2009, the senior leverage ratio and net leverage ratio were eliminated.

• ECC was restricted from making future repurchases of shares of common stock, except under a limited circumstance, which ECC utilized in May 2009.

The amended syndicated bank credit facility also required ECC to maintain FCC licenses for broadcast properties and continued restrictions on the incurrence of additional debt, the payment of dividends, the marking of acquisitions and the sale of assets.

The amendment also contained additional covenants, representations and provisions that are usual and customary for credit facilities of this type. All other provisions of the credit facility agreement, as amended, remained in full force and effect unless expressly amended or modified by the amendment.

At the time of entering into this amendment, ECC made a prepayment of $40 million to reduce the outstanding amount of the term loans and paid the lenders an amendment fee.

ECC recorded a loss on debt extinguishment of $1.0 million for fees and unamortized finance costs during the year ended December 31, 2010.

XML

Commitments and Contingencies

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

9. COMMITMENTS AND CONTINGENCIES

The Company has non-cancelable agreements with certain media research and ratings providers, expiring at various dates through December 2015, to provide television and radio audience measurement services. Pursuant to these agreements, the Company is obligated to pay these providers a total of approximately $31.7 million. The annual commitments range from $6.8 million to $12.6 million.

The Company leases facilities and broadcast equipment under various non-cancelable operating lease agreements with various terms and conditions, expiring at various dates through November 2050.

The Company’s corporate headquarters are located in Santa Monica, California. The Company leases approximately 16,000 square feet of space in the building housing its corporate headquarters under a lease expiring in 2021. The Company also leases approximately 45,000 square feet of space in the building housing its radio network in Los Angeles, California, under a lease expiring in 2016.

The types of properties required to support each of the Company’s television and radio stations typically include offices, broadcasting studios and antenna towers where broadcasting transmitters and antenna equipment are located. The majority of the Company’s office, studio and tower facilities are leased pursuant to non-cancelable long-term leases. The Company also owns the buildings and/or land used for office, studio and tower facilities at certain of its television and/or radio properties. The Company owns substantially all of the equipment used in its television and radio broadcasting business.

The approximate future minimum lease payments under these non-cancelable operating leases at December 31, 2012 are as follows (in millions):

	Amount
2013		8.2
2014		8.2
2015		7.6
2016		6.0
2017		3.8
Thereafter		21.8
	$	55.6

Total rent expense under operating leases, including rent under month-to-month arrangements, was approximately $10.2 million, $10.1 million and $10.4 million for the years ended December 31, 2012, 2011 and 2010, respectively.

Employment Agreements

The Company has entered into an employment agreement (the “Employment Agreement”) through December 2013 with an executive officer who is also a stockholder and director. The Employment Agreement provides that a minimum annual base salary and a bonus be paid. The company paid a total of $0.5 million, $0.0 million, and $0.3 million of bonuses to this executive for the years ended December 31, 2012, 2011 and 2010, respectively. Additionally, the Employment Agreement provides for a continuation of the executive’s annual base salary and annual bonus through the end of the employment period if the executive is terminated due to a permanent disability or without cause, as defined in the Employment Agreement.

XML

Stockholders' Equity (Details) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended	12 Months Ended			1 Months Ended	12 Months Ended
	Nov. 30, 2006	Dec. 31, 2012	Apr. 07, 2008	Dec. 31, 2012 Entravision Holdings, LLC [Member] ECC [Member]	Nov. 30, 2006 Class A Common Stock [Member]	Dec. 31, 2012 Class A Common Stock [Member] Vote	Dec. 31, 2011 Class A Common Stock [Member]	Dec. 31, 2012 Class B Common Stock [Member] Vote	Dec. 31, 2011 Class B Common Stock [Member]	Dec. 31, 2012 Class U common stock [Member]	Dec. 31, 2011 Class U common stock [Member]
Schedule of Capitalization, Equity [Line Items]
Common stock, voting rights per share						1		10
Cash dividend paid per share						$ 0.12	$ 0.06	$ 0.12	$ 0.06	$ 0.12	$ 0.06
Cash dividend paid per share amount						$ 10.3	$ 5.1	$ 10.3	$ 5.1	$ 10.3	$ 5.1
Stock repurchase program, authorized amount	100				100
Percentage of membership interest owned by ECC				100.00%
Stockholders' Equity (Textual) [Abstract]
Stock repurchase program, Additional authorized amount			100
Stock repurchased shares Class A common stock, Shares		20.8
Stock repurchased shares Class A common stock, Value		$ 120.3

XML

Equity Incentive Plans (Details 1) (USD $) In Thousands, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Stock option activity
Number of Shares Outstanding, Beginning Balance	7,205	7,856	10,169
Number of Shares Granted, Shares	2,592	260	200
Number of Shares Exercised, Shares	(50)	(25)	(138)
Number of Shares Forfeited or cancelled, Shares	(1,540)	(886)	(2,375)
Number of Shares Outstanding, Ending Balance	8,207	7,205	7,856
Number of Share Exercisable, Ending Balance	6,266
Number of Shares Expected to vest, Ending Balance	1,941
Weighted-Average Exercise Price, Beginning Balance	$ 6.68	$ 7.12	$ 8.90
Weighted-Average Exercise Price, Granted	$ 1.64	$ 2.03	$ 2.87
Weighted-Average Exercise Price, Exercised	$ 0.46	$ 1.73	$ 1.73
Weighted-Average Exercise Price, Forfeited or Cancelled	$ 9.72	$ 9.39	$ 14.68
Weighted-Average Exercise Price, Ending Balance	$ 4.55	$ 6.68	$ 7.12
Weighted-Average Exercise Price Exercisable, Ending Balance	$ 5.46
Weighted-Average Exercise Price Expected to Vest, Ending Balance	$ 1.64
Weighted-Average Remaining Contractual Life (Years), Ending Balance	5 years 4 months 21 days
Weighted-Average Remaining Contractual Life (Years) Exercisable	4 years 2 months 9 days
Weighted-Average Remaining Contractual Life (Years) Expected to Vest	9 years 3 months 1 day
Aggregate Intrinsic Value Exercised	$ 45	$ 14	$ 192
Aggregate Intrinsic Value, Ending Balance	244
Aggregate Intrinsic Value, Exercisable	180
Aggregate Intrinsic Value Expected to Vest, Ending Balance	$ 64

XML

Commitments and Contingencies (Details Textual) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Commitments and Contingencies (Textual) [Abstract]
Lease commitment with media research and rating providers, aggregate amount	$ 31.7
Total rent expense under operating leases	10.2	10.1	10.4
Bonus paid to executives	0.5	0	0.3
Minimum [Member]
Property Subject to or Available for Operating Lease [Line Items]
Lease commitment with media research and rating providers, Annual Commitment Range	6.8
Maximum [Member]
Property Subject to or Available for Operating Lease [Line Items]
Lease commitment with media research and rating providers, Annual Commitment Range	$ 12.6
Santa Monica [Member]
Property Subject to or Available for Operating Lease [Line Items]
Area under operating leases for corporate headquarters	16,000
Lease Expiration Year	2021
Los Angeles [Member]
Property Subject to or Available for Operating Lease [Line Items]
Area under operating leases for corporate headquarters	45,000
Lease Expiration Year	2016

XML

Equity Incentive Plans (Tables)

12 Months Ended

Dec. 31, 2012

Equity Incentive Plans [Abstract]

Fair value of each stock option granted weighted-average assumptions

	Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010
Fair value of options granted	$	1.26		$	1.33		$	2.10
Expected volatility		89	%		78	%		79	%
Risk-free interest rate		1.5	%		2.2	%		2.8	%
Expected lives		7.0 years			7.0 years			7.0 years
Dividend rate		—			—			—

Summary of stock option activity

Options	Number of Shares			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding at December 31, 2009		10,169		$	8.90
Granted		200		$	2.87
Exercised		(138	)		1.73			$	192
Forfeited or cancelled		(2,375	)		14.68
Outstanding at December 31, 2010		7,856		$	7.12
Granted		260		$	2.03
Exercised		(25	)		1.73			$	14
Forfeited or cancelled		(886	)		9.39
Outstanding at December 31, 2011		7,205		$	6.68
Granted		2,592		$	1.64
Exercised		(50	)		0.46			$	45
Forfeited or cancelled		(1,540	)		9.72
Outstanding at December 31, 2012		8,207		$	4.55		5.39	$	244
Exercisable at December 31, 2012		6,266		$	5.46		4.19	$	180
Expected to Vest at December 31, 2012		1,941		$	1.64		9.28	$	64

Summary of nonvested restricted stock and restricted stock units activity

	Number of Shares			Weighted- Average Grant Date Fair Value
Nonvested balance at December 31, 2009		1,240		$	7.04
Granted		875			2.50
Vested		(634	)		6.67
Forfeited or cancelled		(40	)		7.61
Nonvested balance at December 31, 2010		1,441		$	4.43
Granted		1,003			1.78
Vested		(512	)		5.28
Forfeited or cancelled		(22	)		3.69
Nonvested balance at December 31, 2011		1,910		$	2.81
Vested		(840	)		3.37
Forfeited or cancelled		(55	)		1.97
Nonvested balance at December 31, 2012		1,015		$	2.43

XML

Long-Term Debt (Details) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Long-term debt
Long term debt	$ 340,900,000	$ 379,700,000
Less current maturities	150,000
Long term debt, net current portion	340,664,000	379,662,000
Senior Notes [Member]
Long-term debt
Long term debt	320,900,000	379,700,000
Term Loan [Member]
Long-term debt
Long term debt	$ 20,000,000	$ 0

XML

Segment Data

12 Months Ended

Dec. 31, 2012

Segment Data [Abstract]

SEGMENT DATA

14. SEGMENT DATA

Segment operating profit (loss) is defined as operating profit (loss) before corporate expenses and impairment charge. There were no significant sources of revenue generated outside the United States during the years ended December 31, 2012, 2011 and 2010. There was approximately $10.5 million and $10.6 million of assets in Mexico at December 31, 2012 and 2011, respectively.

The accounting policies applied to determine the segment information are generally the same as those described in the summary of significant accounting policies (see Note 2). The Company evaluates the performance of its operating segments based on separate financial data for each operating segment as provided below (in thousands):

	Years Ended December 31,						% Change 2012 to 2011			% Change 2011 to 2010
	2012		2011		2010
Net Revenue
Television	$	156,839	$	131,490	$	132,561		19	%		(1	)%
Radio		66,414		62,906		67,915		6	%		(7	)%
Consolidated		223,253		194,396		200,476		15	%		(3	)%
Direct operating expenses
Television		56,664		53,789		52,882		5	%		2	%
Radio		35,592		34,801		31,920		2	%		9	%
Consolidated		92,256		88,590		84,802		4	%		4	%
Selling, general and administrative expenses
Television		20,571		19,606		20,249		5	%		(3	)%
Radio		17,247		16,905		17,797		2	%		(5	)%
Consolidated		37,818		36,511		38,046		4	%		(4	)%
Depreciation and amortization
Television		13,312		15,189		15,489		(12	)%		(2	)%
Radio		3,114		3,464		3,740		(10	)%		(7	)%
Consolidated		16,426		18,653		19,229		(12	)%		(3	)%
Segment operating profit
Television		66,292		42,906		43,941		55	%		(2	)%
Radio		10,461		7,736		14,458		35	%		(46	)%
Consolidated		76,753		50,642		58,399		52	%		(13	)%
Corporate expenses		17,976		15,669		18,416		15	%		(15	)%
Impairment charge		—		—		36,109		*			(100	)%
Operating income (loss)	$	58,777	$	34,973	$	3,874		68	%		*
Capital expenditures
Television	$	8,339	$	6,494	$	6,196
Radio		1,561		1,724		981
Consolidated	$	9,900	$	8,218	$	7,177
Total assets
Television	$	313,904	$	342,462	$	367,474
Radio		124,147		124,859		123,336
Consolidated	$	438,051	$	467,321	$	490,810

XML

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2012

Reconciliation of the basic and diluted income per share

	Year Ended December 31, 2012		Year Ended December 31, 2011			Year Ended December 31, 2010
Basic and diluted earnings per share:
Numerator:
Net income (loss) applicable to common stockholders	$	13,601	$	(8,200	)	$	(18,086	)
Denominator:
Weighted average common shares outstanding, basic and diluted		85,882,646		85,051,066			84,488,930
Per share:
Net income (loss) per share applicable to common stockholders	$	0.16	$	(0.10	)	$	(0.21	)
Diluted earnings per share:
Numerator:
Net income (loss) applicable to common stockholders	$	13,601	$	(8,200	)	$	(18,086	)
Denominator:
Weighted average common shares outstanding		85,882,646		85,051,066			84,488,930
Dilutive securities:
Stock options		89,418		—			—
Restricted stock units		342,142		—			—
Diluted shares outstanding		86,314,206		85,051,066			84,488,930
Per share:
Net income (loss) per share applicable to common stockholders	$	0.16	$	(0.10	)	$	(0.21	)

Entravision Holdings, LLC [Member]

Fair value of nonfinancial assets measured on a nonrecurring basis

	Level 3
Nonfinancial Assets	2010
Intangible assets not subject to amortization (FCC licenses)	$	13.7

\

XML

Property and Equipment (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Property and equipment
Property and equipment excluding land gross	$ 227,400,000	$ 227,000,000
Less accumulated depreciation	173,400,000	169,200,000
Property and equipment excluding land, net	54,000,000	57,800,000
Land	7,400,000	7,400,000
Property and equipment, total	61,435,000	65,226,000
Building [Member]
Property and equipment
Property and equipment excluding land gross	18,600,000	18,500,000
Property and equipment, Estimated useful life	39 years
Construction in Progress [Member]
Property and equipment
Property and equipment excluding land gross	1,300,000	2,200,000
Transmission studio and other broadcast equipment [Member]
Property and equipment
Property and equipment excluding land gross	158,000,000	156,700,000
Office and computer equipment [Member]
Property and equipment
Property and equipment excluding land gross	21,000,000	22,500,000
Transportation equipment [Member]
Property and equipment
Property and equipment excluding land gross	6,300,000	6,000,000
Property and equipment, Estimated useful life	5 years
Leasehold improvements and land improvements [Member]
Property and equipment
Property and equipment excluding land gross	$ 22,200,000	$ 21,100,000
Property and equipment, Estimated useful life	Lesser of lease life or useful life
Maximum [Member] | Transmission studio and other broadcast equipment [Member]
Property and equipment
Property and equipment, Estimated useful life	15 years
Maximum [Member] | Office and computer equipment [Member]
Property and equipment
Property and equipment, Estimated useful life	7 years
Minimum [Member] | Transmission studio and other broadcast equipment [Member]
Property and equipment
Property and equipment, Estimated useful life	5 years
Minimum [Member] | Office and computer equipment [Member]
Property and equipment
Property and equipment, Estimated useful life	3 years

XML

Summary of Significant Accounting Policies (Details 1) (Entravision Holdings, LLC [Member], USD $) In Millions, unless otherwise specified	Dec. 31, 2010
Fair value of nonfinancial assets measured on a nonrecurring basis
Intangible assets not subject to amortization (FCC licenses)	$ 13.7
Fair Value, Measurements, Nonrecurring [Member] | Level 3 [Member]
Fair value of nonfinancial assets measured on a nonrecurring basis
Intangible assets not subject to amortization (FCC licenses)	$ 13.7

XML

Consolidated Statements of Operations (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Direct operating expenses	$ 92,256	$ 88,590	$ 84,802
Non-cash stock-based compensation	2,651	2,343	2,970
Depreciation and amortization	16,426	18,653	19,229
Interest expense	35,407	37,650	24,429
Direct Operating Expenses
Non-cash stock-based compensation	146	229	454
Depreciation and amortization	12,332	13,258	13,545
Selling, General and Administrative Expenses
Non-cash stock-based compensation	767	812	897
Depreciation and amortization	2,858	3,141	3,557
Corporate Expenses
Non-cash stock-based compensation	1,738	1,302	1,619
Depreciation and amortization	1,236	2,254	2,127
Related Parties
Direct operating expenses	10,599	8,373	10,857
Depreciation and amortization	2,633	3,617	3,211
Interest expense	$ 0	$ 30	$ 83

XML

Acquisitions

12 Months Ended

Dec. 31, 2012

Acquisitions [Abstract]

ACQUISITIONS

3. ACQUISITIONS

Upon consummation of each acquisition the Company evaluates whether the acquisition constitutes a business. An acquisition is considered a business if it is comprised of a complete self-sustaining integrated set of activities and assets consisting of inputs and processes applied to those inputs that are used to generate revenues. For a transferred set of activities and assets to be a business, it must contain all of the inputs and processes necessary for it to continue to conduct normal operations after the transferred set is separated from the transferor, which includes the ability to sustain a revenue stream by providing its outputs to customers. A transferred set of activities and assets fails the definition of a business if it excludes one or more significant items such that it is not possible for the set to continue normal operations and sustain a revenue stream by providing its products and/or services to customers.

All business acquisitions have been accounted for as purchase business combinations with the operations of the businesses included subsequent to their acquisition dates. The allocation of the respective purchase prices is generally based upon independent appraisals and or management’s estimates of the discounted future cash flows to be generated from the media properties for intangible assets, and replacement cost for tangible assets. Deferred income taxes are provided for temporary differences based upon management’s best estimate of the tax basis of acquired assets and liabilities that will ultimately be accepted by the applicable taxing authority.

2011 Acquisition

On January 3, 2011, the Company completed the acquisition of Lotus/Entravision Reps LLC, or LER, a representation firm that sells national spots and digital advertising to advertising agencies on behalf of the Company and other clients. The Company previously owned 50% of LER which was accounted for under the equity method. The Company decided to acquire the 50% of LER that it did not own in order to integrate LER’s operations with the Company’s radio operations. The Company paid $1.1 million for the remaining 50% of LER.

As a result of the Company obtaining control of LER, the Company’s previously-held 50% interest was remeasured to its fair value of $1.1 million. The resulting gain of $0.7 million is included in the line item ‘Other income (loss)’ on the consolidated statement of operations.

The following is a summary of the purchase price allocation for the Company’s acquisition of LER (in millions):

Cash and cash equivalents	$	0.5
Trade accounts receivable		2.1
Prepaids and other assets		0.1
Property and equipment		0.1
Intangible assets subject to amortization		0.5
Goodwill		0.7
Current liabilities		(1.8	)
	$	2.2

The goodwill, which is expected to be deductible for tax purposes, is assigned to the radio broadcasting segment and is attributable to expected synergies from combining LER’s operations with the Company’s.

The acquired receivables approximate their fair value inclusive of collection risk, which was not significant. Acquisition-related costs were not significant and LER’s historical revenue and net income were not significant to the Company’s results for any of the periods presented.

XML

Income Taxes (Details 2) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Deferred tax assets:
Accrued expenses	$ 2.8	$ 3.0
Accounts receivable	2.8	2.6
Net operating loss carryforward	110.5	103.7
Stock-based compensation	4.4	4.3
Capital loss in investment in a domestic subsidiary	10.2	10.4
Intangible assets	25.8	36.6
Credits	0.8	1.0
Other	3.5	3.4
Deferred Tax Assets Gross	160.8	165.0
Valuation allowance	(145.5)	(148.4)
Net deferred tax assets	15.3	16.6
Deferred tax liabilities:
Non-long lived intangible assets	(4.3)	(4.3)
Long-lived Intangible assets	(48.3)	(42.9)
Property and equipment	(2.0)	(3.0)
Deferred state taxes	(5.5)	(5.9)
Net deferred tax liabilities	(60.1)	(56.1)
Deferred Assets Liabilities Net	(44.8)	(39.5)
Entravision Holdings, LLC [Member]
Deferred tax assets:
Net operating loss carryforward	84.4	77.9
Long-lived Intangible assets	20.6	28.6
Deferred Tax Assets Gross	105.0	106.5
Valuation allowance	(105.0)	(106.5)
Net deferred tax assets
Deferred tax liabilities:
Long-lived Intangible assets	$ (32.2)	$ (28.3)

XML

Related Party Transactions (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Summary of related-party balances with Univision and other related parties
Trade receivables, net of allowance for doubtful accounts	$ 48,030	$ 44,270
Prepaid expenses and other current assets	4,245	5,939
Intangible assets subject to amortization	22,349	24,598
Advances payable	118	118
Accounts payable and accrued expenses	39,158	39,750
Direct operating expenses	92,256	88,590	84,802
Depreciation and amortization	16,426	18,653	19,229
Interest expense	35,407	37,650	24,429
Univision [Member]
Summary of related-party balances with Univision and other related parties
Trade receivables, net of allowance for doubtful accounts	4,916	5,608
Intangible assets subject to amortization	20,880	23,513
Accounts payable and accrued expenses	3,576	5,691
Direct operating expenses	10,599	8,373	8,803
Depreciation and amortization	2,633	3,617	3,211
Other [Member]
Summary of related-party balances with Univision and other related parties
Prepaid expenses and other current assets	274	274
Advances payable	118	118
Direct operating expenses			2,054
Interest expense		30	83
Related Parties [Member]
Summary of related-party balances with Univision and other related parties
Trade receivables, net of allowance for doubtful accounts	4,916	5,608
Prepaid expenses and other current assets	274	274
Intangible assets subject to amortization	20,880	23,513
Advances payable	118	118
Accounts payable and accrued expenses	3,576	5,691
Direct operating expenses	10,599	8,373	10,857
Depreciation and amortization	2,633	3,617	3,211
Interest expense	$ 0	$ 30	$ 83

XML

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2012

Summary of the purchase price allocation for the Company's acquisition of LER

Cash and cash equivalents	$	0.5
Trade accounts receivable		2.1
Prepaids and other assets		0.1
Property and equipment		0.1
Intangible assets subject to amortization		0.5
Goodwill		0.7
Current liabilities		(1.8	)
	$	2.2

XML

Condensed Consolidating Financial Statements (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Current assets
Cash and cash equivalents	$ 36,130	$ 58,719	$ 72,390	$ 27,666
Trade receivables, net of allowance for doubtful accounts	48,030	44,270
Prepaid expenses and other current assets	4,245	5,939
Total current assets	88,405	108,928
Property and equipment, net	61,435	65,226
Intangible assets subject to amortization	22,349	24,598
Intangible assets not subject to amortization	220,701	220,701
Goodwill	36,647	36,647
Other assets	8,514	11,221
Total assets	438,051	467,321	490,810
Current liabilities
Current maturities of long-term debt	150
Advances payable, related parties	118	118
Accounts payable and accrued expenses	39,158	39,750
Total current liabilities	39,426	39,868
Long-term debt, less current maturities	340,664	379,662
Other long-term liabilities	7,359	8,327
Deferred income taxes	45,201	40,025
Total liabilities	432,650	467,882
Stockholders' equity
Additional paid-in capital	930,814	938,453
Accumulated deficit	(925,421)	(939,022)
Total stockholders' equity	5,401	(561)	10,357	25,235
Total liabilities and stockholders' equity	438,051	467,321
Class A Common Stock [Member]
Stockholders' equity
Common stock	5	5
Total stockholders' equity	5	5	5	5
Class B Common Stock [Member]
Stockholders' equity
Common stock	2	2
Total stockholders' equity	2	2	2	2
Common Class C [Member]
Stockholders' equity
Common stock	1	1
Class U common stock [Member]
Stockholders' equity
Common stock	1	1
Total stockholders' equity	1	1	1	1
Parent [Member]
Current assets
Cash and cash equivalents	35,631	58,276	72,140	27,260
Trade receivables, net of allowance for doubtful accounts	47,779	43,951
Prepaid expenses and other current assets	3,778	5,678
Total current assets	87,188	107,905
Property and equipment, net	58,900	62,046
Intangible assets subject to amortization	22,349	24,598
Intangible assets not subject to amortization	38,739	38,739
Goodwill	35,653	35,653
Investment in subsidiaries	164,355	170,580
Other assets	8,514	11,221
Total assets	415,698	450,742
Current liabilities
Current maturities of long-term debt	150
Advances payable, related parties	118	118
Accounts payable and accrued expenses	47,537	49,633
Total current liabilities	47,805	49,751
Long-term debt, less current maturities	340,664	379,662
Other long-term liabilities	7,359	8,327
Deferred income taxes	14,469	13,563
Total liabilities	410,297	451,303
Stockholders' equity
Additional paid-in capital	930,814	938,453
Accumulated deficit	(925,421)	(939,022)
Total stockholders' equity	5,401	(561)
Total liabilities and stockholders' equity	415,698	450,742
Parent [Member] | Class A Common Stock [Member]
Stockholders' equity
Common stock	5	5
Parent [Member] | Class B Common Stock [Member]
Stockholders' equity
Common stock	2	2
Parent [Member] | Common Class C [Member]
Stockholders' equity
Common stock	1	1
Guarantor Subsidiaries [Member]
Current assets
Intangible assets not subject to amortization	178,262	178,262
Total assets	178,262	178,262
Current liabilities
Current maturities of long-term debt
Deferred income taxes	32,214	28,252
Total liabilities	32,214	28,252
Stockholders' equity
Member's capital	804,654	804,654
Accumulated deficit	(658,606)	(654,644)
Total stockholders' equity	146,048	150,010
Total liabilities and stockholders' equity	178,262	178,262
Non-Guarantor Subsidiaries [Member]
Current assets
Cash and cash equivalents	499	443	250	406
Trade receivables, net of allowance for doubtful accounts	251	319
Prepaid expenses and other current assets	467	261
Total current assets	1,217	1,023
Property and equipment, net	2,535	3,180
Intangible assets not subject to amortization	3,700	3,700
Goodwill	994	994
Other assets	10,603	12,603
Total assets	19,049	21,500
Current liabilities
Current maturities of long-term debt
Accounts payable and accrued expenses	742	930
Total current liabilities	742	930
Total liabilities	742	930
Stockholders' equity
Member's capital	12,652	12,652
Accumulated deficit	5,655	7,918
Total stockholders' equity	18,307	20,570
Total liabilities and stockholders' equity	19,049	21,500
Eliminations [Member]
Current assets
Investment in subsidiaries	(164,355)	(170,580)
Other assets	(10,603)	(12,603)
Total assets	(174,958)	(183,183)
Current liabilities
Current maturities of long-term debt
Accounts payable and accrued expenses	(9,121)	(10,813)
Total current liabilities	(9,121)	(10,813)
Deferred income taxes	(1,482)	(1,790)
Total liabilities	(10,603)	(12,603)
Stockholders' equity
Member's capital	(817,306)	(817,306)
Accumulated deficit	652,951	646,726
Total stockholders' equity	(164,355)	(170,580)
Total liabilities and stockholders' equity	$ (174,958)	$ (183,183)

XML

Condensed Consolidating Financial Statements (Tables)

12 Months Ended

Dec. 31, 2012

Condensed Consolidating Financial Statements [Abstract]

Consolidating Balance Sheet

Consolidating Balance Sheet

December 31, 2012

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	35,631		$	—		$	499	$	—		$	36,130
Trade receivables, net of allowance for doubtful accounts		47,779			—			251		—			48,030
Prepaid expenses and other current assets		3,778			—			467		—			4,245
Total current assets		87,188			—			1,217		—			88,405
Property and equipment, net		58,900			—			2,535		—			61,435
Intangible assets subject to amortization, net		22,349			—			—		—			22,349
Intangible assets not subject to amortization		38,739			178,262			3,700		—			220,701
Goodwill		35,653			—			994		—			36,647
Investment in subsidiaries		164,355			—			—		(164,355	)		—
Other assets		8,514			—			10,603		(10,603	)		8,514
Total assets	$	415,698		$	178,262		$	19,049	$	(174,958	)	$	438,051
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	150		$	—		$	—	$	—		$	150
Advances payable, related parties		118			—			—		—			118
Accounts payable and accrued expenses		47,537			—			742		(9,121	)		39,158
Total current liabilities		47,805			—			742		(9,121	)		39,426
Long-term debt, less current maturities		340,664			—			—		—			340,664
Other long-term liabilities		7,359			—			—		—			7,359
Deferred income taxes		14,469			32,214			—		(1,482	)		45,201
Total liabilities		410,297			32,214			742		(10,603	)		432,650
Stockholders’ equity
Class A common stock		5			—			—		—			5
Class B common stock		2			—			—		—			2
Class C common stock		1			—			—		—			1
Member’s capital		—			804,654			12,652		(817,306	)		—
Additional paid-in capital		930,814			—			—		—			930,814
Accumulated deficit		(925,421	)		(658,606	)		5,655		652,951			(925,421	)
Total stockholders’ equity		5,401			146,048			18,307		(164,355	)		5,401
Total liabilities and stockholders’ equity	$	415,698		$	178,262		$	19,049	$	(174,958	)	$	438,051

Consolidating Balance Sheet

December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated Total
ASSETS
Current assets
Cash and cash equivalents	$	58,276		$	—		$	443	$	—		$	58,719
Trade receivables, net of allowance for doubtful accounts		43,951			—			319		—			44,270
Prepaid expenses and other current assets		5,678			—			261		—			5,939
Total current assets		107,905			—			1,023		—			108,928
Property and equipment, net		62,046			—			3,180		—			65,226
Intangible assets subject to amortization, net		24,598			—			—		—			24,598
Intangible assets not subject to amortization		38,739			178,262			3,700		—			220,701
Goodwill		35,653			—			994		—			36,647
Investment in subsidiaries		170,580			—			—		(170,580	)		—
Other assets		11,221			—			12,603		(12,603	)		11,221
Total assets	$	450,742		$	178,262		$	21,500	$	(183,183	)	$	467,321
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current maturities of long-term debt	$	—		$	—		$	—	$	—		$	—
Advances payable, related parties		118			—			—		—			118
Accounts payable and accrued expenses		49,633			—			930		(10,813	)		39,750
Total current liabilities		49,751			—			930		(10,813	)		39,868
Long-term debt, less current maturities		379,662			—			—		—			379,662
Other long-term liabilities		8,327			—			—		—			8,327
Deferred income taxes		13,563			28,252			—		(1,790	)		40,025
Total liabilities		451,303			28,252			930		(12,603	)		467,882
Stockholders’ equity
Class A common stock		5			—			—		—			5
Class B common stock		2			—			—		—			2
Class C common stock		1			—			—		—			1
Member’s capital		—			804,654			12,652		(817,306	)		—
Additional paid-in capital		938,453			—			—		—			938,453
Accumulated deficit		(939,022	)		(654,644	)		7,918		646,726			(939,022	)
Total stockholders’ equity		(561	)		150,010			20,570		(170,580	)		(561	)
Total liabilities and stockholders’ equity	$	450,742		$	178,262		$	21,500	$	(183,183	)	$	467,321

Consolidating Statement of Operations

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	222,050		$	—		$	3,149		$	(1,946	)	$	223,253
Expenses:
Direct operating expenses		92,627			—			1,575			(1,946	)		92,256
Selling, general and administrative expenses		37,320			—			498			—			37,818
Corporate expenses		17,976			—			—			—			17,976
Depreciation and amortization		15,743			—			683			—			16,426
		163,666			—			2,756			(1,946	)		164,476
Operating income (loss)		58,384			—			393			—			58,777
Interest expense		(35,407	)		—			—			—			(35,407	)
Interest income		86			—			—			—			86
Income (loss) on debt extinguishment		(3,743	)		—			—			—			(3,743	)
Income (loss) before income taxes		19,320			—			393			—			19,713
Income tax (expense) benefit		(1,833	)		(3,962	)		(317	)		—			(6,112	)
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		17,487			(3,962	)		76			—			13,601
Equity in income (loss) of subsidiaries		(3,886	)		—			—			3,886			—
Net income (loss) applicable to common stockholders	$	13,601		$	(3,962	)	$	76		$	3,886		$	13,601

Consolidating Statement of Operations

Year Ended December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	193,081		$	—		$	3,906		$	(2,591	)	$	194,396
Expenses:
Direct operating expenses		89,584			—			1,597			(2,591	)		88,590
Selling, general and administrative expenses		36,305			—			206			—			36,511
Corporate expenses		15,669			—			—			—			15,669
Depreciation and amortization		17,839			—			814			—			18,653
		159,397			—			2,617			(2,591	)		159,423
Operating income (loss)		33,684			—			1,289			—			34,973
Interest expense		(37,650	)		—			—			—			(37,650	)
Interest income		3			—			—			—			3
Other income (loss)		687			—			—			—			687
Income (loss) on debt extinguishment		(423	)		—			—			—			(423	)
Income (loss) before income taxes		(3,699	)		—			1,289			—			(2,410	)
Income tax (expense) benefit		(1,510	)		(3,423	)		(857	)		—			(5,790	)
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		(5,209	)		(3,423	)		432			—			(8,200	)
Equity in income (loss) of subsidiaries		(2,991	)		—			—			2,991			—
Net income (loss) applicable to common stockholders	$	(8,200	)	$	(3,423	)	$	432		$	2,991		$	(8,200	)

Consolidating Statement of Operations

Year Ended December 31, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Net revenue	$	199,314		$	—		$	3,604		$	(2,442	)	$	200,476
Expenses:
Direct operating expenses		85,895			—			1,349			(2,442	)		84,802
Selling, general and administrative expenses		37,489			—			557			—			38,046
Corporate expenses		18,416			—			—			—			18,416
Depreciation and amortization		18,417			—			812			—			19,229
Impairment charge		11,992			15,368			8,749			—			36,109
		172,209			15,368			11,467			(2,442	)		196,602
Operating income (loss)		27,105			(15,368	)		(7,863	)		—			3,874
Interest expense		(24,429	)		—			—			—			(24,429	)
Interest income		260			—			—			—			260
Income (loss) on debt extinguishment		(987	)		—			—			—			(987	)
Income (loss) before income taxes		1,949			(15,368	)		(7,863	)		—			(21,282	)
Income tax benefit (expense)		(2,617	)		3,225			2,768			—			3,376
Income (loss) before equity in net income (loss) of subsidiaries and nonconsolidated affiliate		(668	)		(12,143	)		(5,095	)		—			(17,906	)
Equity in income (loss) of subsidiaries		(17,238	)		—			—			17,238			—
Income (loss) before equity in net income (loss) of nonconsolidated affiliates		(17,906	)		(12,143	)		(5,095	)		17,238			(17,906	)
Equity in net income (loss) of nonconsolidated affiliates		(180	)		—			—			—			(180	)
Net income (loss) applicable to common stockholders	$	(18,086	)	$	(12,143	)	$	(5,095	)	$	17,238		$	(18,086	)

Consolidating Statement of Cash Flows

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	13,601		$	(3,962	)	$	76		$	3,886		$	13,601
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		15,743			—			683			—			16,426
Deferred income taxes		2,470			3,962			45			—			6,477
Amortization of debt issue costs		2,284			—			—			—			2,284
Amortization of syndication contracts		707			—			—			—			707
Payments on syndication contracts		(1,698	)		—			—			—			(1,698	)
Non-cash stock-based compensation		2,651			—			—			—			2,651
Other (income) loss		—			—			—			—			—
(Gain) loss on debt extinguishment		3,743			—			—			—			3,743
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		—			—			—			—			—
(Increase) decrease in accounts receivable		(3,808	)		—			68			—			(3,740	)
(Increase) decrease in amounts due from related party		394			—			(394	)					—
(Increase) decrease in prepaid expenses and other assets		517			—			(196	)		—			321
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(552	)		—			(188	)		—			(740	)
Net cash provided by (used in) operating activities		36,052			—			94			3,886			40,032
Cash flows from investing activities:
Purchases of property and equipment and intangibles		(9,818	)		—			(38	)		—			(9,856	)
Investment in subsidiaries		3,886			—			—			(3,886	)		—
Purchase of a business		—			—			—			—			—
Net cash provided by (used in) investing activities		(5,932	)		—			(38	)		(3,886	)		(9,856	)
Cash flows from financing activities:
Proceeds from issuance of common stock		23			—			—			—			23
Payments on long-term debt		(61,800	)		—			—			—			(61,800	)
Dividends paid		(10,313	)		—			—			—			(10,313	)
Proceeds from borrowings on long-term debt		20,000			—			—			—			20,000
Payments of deferred debt and offering costs		(675	)		—			—			—			(675	)
Net cash provided by (used in) financing activities		(52,765	)		—			—			—			(52,765	)
Net increase (decrease) in cash and cash equivalents		(22,645	)		—			56			—			(22,589	)
Cash and cash equivalents:
Beginning		58,276			—			443			—			58,719
Ending	$	35,631		$	—		$	499		$	—		$	36,130

Consolidating Statement of Cash Flows

Year ended December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	(8,200	)	$	(3,423	)	$	432		$	2,991		$	(8,200	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		17,839			—			814			—			18,653
Deferred income taxes		883			3,423			259			—			4,565
Amortization of debt issue costs		2,207			—			—			—			2,207
Amortization of syndication contracts		1,482			—			—			—			1,482
Payments on syndication contracts		(1,976	)		—			—			—			(1,976	)
Non-cash stock-based compensation		2,343			—			—			—			2,343
Other (income) loss		(687	)		—			—			—			(687	)
(Gain) loss on debt extinguishment		423			—			—			—			423
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		809			—			—			—			809
(Increase) decrease in accounts receivable		(505	)		—			(69	)		—			(574	)
(Increase) decrease in amounts due from related party		1,300			—			(1,300	)					—
(Increase) decrease in prepaid expenses and other assets		283			—			53			—			336
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(1,965	)		—			195			—			(1,770	)
Net cash provided by (used in) operating activities		14,236			—			384			2,991			17,611
Cash flows from investing activities:
Purchases of property and equipment and intangibles		(8,333	)		—			(191	)		—			(8,524	)
Investment in subsidiaries		2,991			—			—			(2,991	)		—
Purchase of a business		(598	)		—			—			—			(598	)
Net cash provided by (used in) investing activities		(5,940	)		—			(191	)		(2,991	)		(9,122	)
Cash flows from financing activities:
Proceeds from issuance of common stock		42			—			—			—			42
Payments on long-term debt		(17,071	)		—			—			—			(17,071	)
Dividends paid		(5,102	)		—			—			—			(5,102	)
Payments of deferred debt and offering costs		(29	)		—			—			—			(29	)
Net cash provided by (used in) financing activities		(22,160	)		—			—			—			(22,160	)
Net increase (decrease) in cash and cash equivalents		(13,864	)		—			193			—			(13,671	)
Cash and cash equivalents:
Beginning		72,140			—			250			—			72,390
Ending	$	58,276		$	—		$	443		$	—		$	58,719

Consolidating Statement of Cash Flows

Year ended December 31, 2010

(In thousands)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated Total
Cash flows from operating activities:
Net income (loss)	$	(18,086	)	$	(12,143	)	$	(5,095	)	$	17,238		$	(18,086	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		18,417			—			812			—			19,229
Impairment charge		11,992			15,368			8,749			—			36,109
Deferred income taxes		1,994			(3,225	)		(3,111	)		—			(4,342	)
Amortization of debt issue costs		1,140			—			—			—			1,140
Amortization of syndication contracts		1,159			—			—			—			1,159
Payments on syndication contracts		(2,724	)		—			—			—			(2,724	)
Equity in net income (loss) of nonconsolidated affiliate		180			—			—			—			180
Non-cash stock-based compensation		2,970			—			—			—			2,970
(Gain) loss on debt extinguishment		934			—			—			—			934
Reserve for note receivable		3,018			—			—			—			3,018
Change in fair value of interest rate swap agreements		(12,188	)		—			—			—			(12,188	)
Changes in assets and liabilities, net of effect of acquisitions and dispositions:		—												—
(Increase) decrease in restricted cash		(809	)		—			—			—			(809	)
(Increase) decrease in accounts receivable		2,051			—			40			—			2,091
(Increase) decrease in amounts due from related party		184			—			(184	)					—
(Increase) decrease in prepaid expenses and other assets		389			—			(79	)		—			310
Increase (decrease) in accounts payable, accrued expenses and other liabilities		7,930			—			204			—			8,134
Net cash provided by (used in) operating activities		18,551			—			1,336			17,238			37,125
Cash flows from investing activities:
Investment in subsidiaries		17,238									(17,238	)		—
Purchases of property and equipment and intangibles		(7,158	)		—			(1,492	)		—			(8,650	)
Net cash provided by (used in) investing activities		10,080			—			(1,492	)		(17,238	)		(8,650	)
Cash flows from financing activities:
Proceeds from issuance of common stock		239			—			—			—			239
Payments on long-term debt		(362,949	)		—			—			—			(362,949	)
Termination of swap agreements		(4,039	)		—			—			—			(4,039	)
Proceeds from borrowings on long-term debt		394,888			—			—			—			394,888
Payments of deferred debt and offering costs		(11,890	)		—			—			—			(11,890	)
Net cash provided by (used in) financing activities		16,249			—			—			—			16,249
Net increase (decrease) in cash and cash equivalents		44,880			—			(156	)		—			44,724
Cash and cash equivalents:
Beginning		27,260			—			406			—			27,666
Ending	$	72,140		$	—		$	250		$	—		$	72,390

XML

Litigation

12 Months Ended

Dec. 31, 2012

LITIGATION

13. LITIGATION

The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.

Entravision Holdings, LLC [Member]

LITIGATION

8. LITIGATION

The Company is subject to various outstanding claims and other legal proceedings that may arise in the ordinary course of business. In the opinion of management, any liability of the Company that may arise out of or with respect to these matters will not materially adversely affect the financial position, results of operations or cash flows of the Company.