10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2007

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 333-110122

LBI MEDIA HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	05-05849018
(State or other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification No.)

1845 West Empire Avenue

Burbank, California 91504

(Address of principal executive offices, excluding zip code) (Zip code)

Registrant’s Telephone Number, Including Area Code: (818) 563-5722

Not Applicable

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes   x    No   ¨

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

Large Accelerated Filer   ¨                 Accelerated Filer   ¨                 Non-Accelerated Filer     x.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

  Yes   ¨     No   x

As of May 14, 2007, there were 100 shares of common stock, $0.01 par value per share, of LBI Media Holdings, Inc. issued and outstanding.

LBI MEDIA HOLDINGS, INC.

FORM 10-Q QUARTERLY REPORT

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION	1
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures About Market Risk	33
Item 4. Controls and Procedures	33
PART II. OTHER INFORMATION	34
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3. Defaults upon Senior Securities	34
Item 4. Submission of Matters to a Vote of Security Holders	34
Item 5. Other Information	35
Item 6. Exhibits	36

- i -

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

LBI MEDIA HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	March 31, 2007			December 31, 2006
	(unaudited)			(Note 1)
Assets
Current assets:
Cash and cash equivalents	$	47,259		$	1,501
Accounts receivable (less allowance for doubtful accounts of $1,759 as of March 31, 2007 and $1,954 as of December 31, 2006)		14,821			17,496
Current portion of program rights, net		492			578
Amounts due from related parties		16			25
Current portion of employee advances		111			106
Prepaid expenses and other current assets		1,357			1,395
Total current assets		64,056			21,101
Property and equipment, net		92,788			91,570
Program rights, excluding current portion		444			536
Notes receivable from related parties		2,737			2,721
Employee advances, excluding current portion		1,161			1,161
Deferred financing costs, net		6,365			6,665
Broadcast licenses, net		357,893			357,870
Other assets		531			439
Total assets	$	525,975		$	482,063
Liabilities and stockholder’s equity
Current liabilities:
Accounts payable and accrued expenses	$	6,916		$	10,548
Accrued interest		5,035			8,506
Current portion of long-term debt		1,234			1,057
Deferred compensation		5,823			8,329
Total current liabilities		19,008			28,440
Long-term debt, excluding current portion		419,979			412,770
Fair value of interest rate swap		2,064			1,784
Deferred and other income taxes		47,720			875
Other liabilities		1,840			940
Total liabilities	$	490,611		$	444,809
Commitments and contingencies
Stockholder’s equity:
Common stock, $0.01 par value:
Authorized shares —1,000 Issued and outstanding shares —100		—			—
Additional paid-in capital		64,811			16,865
Retained earnings (deficit)		(29,447	)		20,389
Total stockholder’s equity		35,364			37,254
Total liabilities and stockholder’s equity	$	525,975		$	482,063

See accompanying notes.

1

LBI MEDIA HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands)

	Three Months Ended March 31,
	2007			2006
Net revenues	$	25,145		$	22,242
Operating expenses:
Program and technical, exclusive of deferred compensation of $0 and $79 for the three months ended March 31, 2007 and 2006, respectively, and depreciation and amortization shown below		5,614			4,501
Promotional, exclusive of depreciation and amortization shown below		389			336
Selling, general and administrative, exclusive of deferred compensation of ($1,132) and $196 for the three months ended March 31, 2007 and 2006, respectively, and depreciation and amortization shown below		9,662			8,128
Deferred compensation		(1,132	)		275
Depreciation and amortization		2,300			1,632
Total operating expenses		16,833			14,872
Operating income		8,312			7,370
Interest expense, net of amounts capitalized		(9,156	)		(7,600	)
Interest rate swap expense		(280	)		—
Interest and other income		39			30
Income (loss) before provision for income taxes		(1,085	)		(200	)
Provision for income taxes		(46,941	)		(50	)
Net income (loss)	$	(48,026	)	$	(250	)

See accompanying notes.

2

LBI MEDIA HOLDINGS, INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Three Months Ended March 31,
	2007			2006
Operating activities
Net loss	$	(48,026	)	$	(250	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		2,300			1,632
Amortization of deferred financing costs		300			249
Accretion on senior discount notes		1,519			1,365
Deferred compensation expense		(1,132	)		275
Interest rate swap expense		280			—
Provision for doubtful accounts		221			207
Changes in operating assets and liabilities:
Accounts receivable		2,454			1,423
Deferred compensation payment		(1,374	)		—
Program rights		178			217
Amounts due from related parties		9			(86	)
Prepaid expenses and other current assets		38			(139	)
Employee advances		(5	)		67
Accounts payable and accrued expenses		(756	)		(477	)
Accrued interest		(3,471	)		(3,813	)
Deferred taxes payable		46,058			—
Other assets and liabilities		792			31
Net cash (used in) provided by operating activities		(615	)		701
Investing activities
Purchase of property and equipment		(5,444	)		(2,525	)
Acquisition costs (includes amount deposited in escrow for the acquisition of selected radio station assets)		(273	)		—
Net cash used in investing activities		(5,717	)		(2,525	)
Financing activities
Proceeds from issuance of long-term debt and bank borrowings		11,600			5,000
Payments of deferred financing costs		—			(163	)
Payments on long-term debt and bank borrowings		(5,733	)		(4,031	)
Capital contribution from Parent		47,946			—
Distributions to Parent		(1,723	)		(1	)
Net cash provided by financing activities		52,090			805
Net decrease in cash and cash equivalents		45,758			(1,019	)
Cash and cash equivalents at beginning of period		1,501			1,797
Cash and cash equivalents at end of period	$	47,259		$	778
Supplemental disclosure of cash flow information:
Noncash amounts included in accounts payable:
Purchase of property and equipment	$	(694	)	$	—
Cash paid during the period for:
Interest	$	10,928		$	9,780
Income taxes	$	25		$	—

See accompanying notes.

3

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business and Basis of Presentation

LBI Media Holdings, Inc. (“LBI Media Holdings”) was incorporated in Delaware on June 23, 2003 and is a wholly owned subsidiary of Liberman Broadcasting, Inc. (successor in interest to LBI Holdings I, Inc.) (the “Parent”). Pursuant to an Assignment and Exchange Agreement dated September 29, 2003, between the Parent and LBI Media Holdings, the Parent assigned to LBI Media Holdings all of its right, title and interest in 100 shares of common stock of LBI Media, Inc. (“LBI Media”) (constituting all of the outstanding shares of LBI Media) in exchange for 100 shares of common stock of LBI Media Holdings. Thus, upon consummation of the exchange, LBI Media became a wholly owned subsidiary of LBI Media Holdings.

LBI Media Holdings is not engaged in any business operations and has not acquired any assets or incurred any liabilities, other than the acquisition of stock of LBI Media, the issuance of Senior Discount Notes (see Note 4) and the operations of its subsidiaries. Accordingly, its only material source of cash is dividends and distributions from its subsidiaries, which are subject to restriction by LBI Media’s 2006 Senior Credit Facilities and the Indenture governing the Senior Subordinated Notes issued by LBI Media (see Note 4). The condensed financial information of LBI Media Holdings on a stand-alone basis is presented in Note 11. As more fully described under “Scheduled Debt Repayments” in Note 4, pursuant to SEC guidelines, the debt of the Parent prior to the repayment of such debt on March 30, 2007 is not reflected in the Company’s unaudited condensed consolidated financial statements.

LBI Media Holdings and its wholly owned subsidiaries (collectively referred to as the “Company”) own and operate radio and television stations located in California and Texas. In addition, the Company owns television production facilities that are used to produce programming for Company-owned television stations. The Company sells commercial airtime on its radio and television stations to local and national advertisers. In addition, the Company has entered into time brokerage agreements with third parties for four of its radio stations.

The Company’s KHJ-AM, KVNR-AM, KWIZ-FM, KBUE-FM, KBUA-FM and KEBN-FM radio stations service the Los Angeles, California market, its KQUE-AM, KJOJ-AM, KSEV-AM, KEYH-AM, KJOJ-FM, KTJM-FM, KQQK-FM, KIOX-FM and KXGJ-FM radio stations service the Houston, Texas market, and its KNOR-FM, KZMP-AM, KTCY-FM, KZZA-FM, KZMP-FM and KBOC-FM radio stations service the Dallas-Fort Worth, Texas market.

The Company’s television stations, KRCA, KZJL, KMPX and KSDX, service the Los Angeles, California, Houston, Texas, Dallas Fort-Worth, Texas and San Diego, California markets, respectively.

The Company’s television studio facilities in Burbank, California, Houston, Texas, and Dallas, Texas are owned and operated by its wholly owned subsidiaries, Empire Burbank Studios LLC (Empire), Liberman Television of Houston LLC and Liberman Television of Dallas LLC, respectively.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions for Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The results of operations for interim periods are not

4

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

necessarily indicative of the results that may be expected for the fiscal year. The condensed consolidated financial statements should be read in conjunction with the Company’s December 31, 2006 consolidated financial statements and accompanying notes included in the Company’s annual report on Form 10-K (the “Annual Report”). All terms used but not defined elsewhere herein have the meanings ascribed to them in the Annual Report.

The condensed consolidated balance sheet at December 31, 2006 has been derived from the audited financial statements at that date but does not include all the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. The condensed consolidated financial statements include the accounts of LBI Media Holdings and its subsidiaries. All significant intercompany amounts and transactions have been eliminated. The accounts of the Parent, including certain indebtedness (see Note 4), are not included in the accompanying unaudited condensed consolidated financial statements.

2. Recent Accounting Pronouncements

Statement of Financial Accounting Standards No. 159 - “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FAS 115” (“SFAS 159”). Issued in February 2007, SFAS 159 is effective for fiscal years beginning after November 15, 2007. SFAS 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value in situations in which they are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. The Company is currently evaluating what impact, if any, the adoption of SFAS 159 will have on its financial position, results of operations and cash flows.

3. Broadcast Licenses

The Company’s broadcast licenses are intangible assets with indefinite lives and are reviewed for impairment during the third quarter of each fiscal year, with additional evaluations performed if potential impairment indicators are noted. The Company believes its broadcast licenses have indefinite useful lives given that they are expected to indefinitely contribute to the future cash flows of the Company and that they may be continually renewed without substantial cost to the Company. In certain prior years, the broadcast licenses were considered to have finite lives and were subject to amortization. Accumulated amortization of broadcast licenses totaled approximately $17.7 million at March 31, 2007 and December 31, 2006.

If indicators of impairment are identified and the fair value estimated to be generated from these assets are less than the carrying value, an adjustment to reduce the carrying value to the fair market value of the assets would be recorded. The Company completed its annual impairment review of its broadcast licenses in the third quarter of 2006 and conducted a review of the fair value of some of its broadcast licenses in the second quarter of 2006. The fair value of the Company’s broadcast licenses is determined by assuming that entry into the particular market took place as of the valuation date and considering the signal coverage of the related stations as well as the projected advertising revenues for the particular market(s) in which each station operates. The Company adjusted the projected total advertising revenues in those markets in 2006, which was partially due to greater competition for revenues from non-traditional media, and determined the fair value of each broadcast license primarily from projected total advertising revenues for a given market without taking into consideration the Company’s format or management capabilities. As a result, the downward adjustment in projected revenues resulted in a decrease in the fair value of certain of the Company’s broadcast licenses. In 2006, the Company recorded a total of $2.8 million in noncash impairment write-downs in the second and third quarters.

5

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

4. Long-Term Debt

Long-term debt consists of the following (not including the debt of the Parent—see discussion below):

	March 31,			December 31,
	2007			2006
	(In thousands)
2006 Revolver		102,000			96,000
2006 Term Loan		108,900			109,000
Senior Subordinated Notes		150,000			150,000
Senior Discount Notes		58,019			56,500
2004 Empire Note		2,294			2,327
		421,213			413,827
Less current portion		(1,234	)		(1,057	)
	$	419,979		$	412,770

LBI Media’s 2004 Revolver

On June 11, 2004, LBI Media amended and restated its then existing senior revolving credit facility (as amended and restated, the “2004 Revolver”). The 2004 Revolver included an initial $175.0 million revolving loan and a $5.0 million swing line sub-facility and was subsequently increased to a total of $220.0 million. There were no scheduled reductions of commitments under the 2004 Revolver.

Borrowings under the 2004 Revolver bore interest at the election of LBI Media based on either the prime rate or the LIBOR rate plus the stipulated applicable margin based on LBI Media’s total leverage ratio, which ranged from 0.25% to 1.75% per annum for base rate loans and 1.50% to 3.00% per annum for LIBOR loans.

LBI Media’s 2006 Revolver and 2006 Term Loan

On May 8, 2006, LBI Media refinanced the 2004 Revolver with a new $110.0 million senior term loan credit facility (the “2006 Term Loan”) and a $150.0 million senior revolving credit facility (the “2006 Revolver”, and together with the 2006 Term Loan, the “2006 Senior Credit Facilities”). The 2006 Revolver includes a $5.0 million swing line sub-facility and allows for letters of credit up to the lesser of $5.0 million and the available remaining revolving commitment amount. LBI Media has the option to request its lenders to increase the amount of the 2006 Senior Credit Facilities by an additional $50.0 million; however, the lenders are not obligated to do so. The increases under the 2006 Term Loan and the 2006 Revolver, taken together, cannot exceed $50.0 million. The 2006 Term Loan and 2006 Revolver mature on March 31, 2012.

LBI Media must pay 0.25% of the original principal amount of the 2006 Term Loan each quarter ($275,000 quarterly or $1.1 million annually) plus 0.25% of any additional principal amount incurred in the future under the 2006 Term Loan. There are no scheduled reductions of commitments under the 2006 Revolver.

Borrowings under the 2006 Senior Credit Facilities bear interest based on either, at the option of LBI Media, the base rate for base rate loans or the LIBOR rate for LIBOR loans, in each case plus the applicable margin stipulated in the senior credit agreements. The base rate is the higher of (i) Credit

6

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Suisse’s prime rate and (ii) the Federal Funds Effective Rate (as published by the Federal Reserve Bank of New York) plus 0.50%. The applicable margin for loans under the 2006 Revolver, which is based on LBI Media’s total leverage ratio, will range from 0% to 1.00% per annum for base rate loans and from 1.00% to 2.00% per annum for LIBOR loans. The applicable margin for the 2006 Term Loan is 0.50% for base rate loans and 1.50% for LIBOR loans. The applicable margin for any future term loans will be agreed upon at the time those term loans are incurred. Interest on base rate loans is payable quarterly in arrears and interest on LIBOR loans is payable either monthly, bimonthly or quarterly depending on the interest period elected by LBI Media. All amounts that are not paid when due under either the 2006 Revolver or 2006 Term Loan will accrue interest at the rate otherwise applicable plus 2.00% until such amounts are paid in full. Borrowings under the 2006 Senior Credit Facilities bore interest at rates between 6.57% and 7.06%, including the applicable margin, at March 31, 2007.

Borrowings under the 2006 Senior Credit Facilities are secured by substantially all of the tangible and intangible assets of LBI Media and its wholly owned subsidiaries, including a first priority pledge of all capital stock of each of LBI Media’s subsidiaries. The 2006 Senior Credit Facilities also contain customary representations, affirmative and negative covenants and defaults for a senior credit facility, including restrictions on LBI Media’s ability to pay dividends. At March 31, 2007, LBI Media was in compliance with all such covenants.

LBI Media will pay quarterly commitment fees on the unused portion of the 2006 Revolver based on its utilization rate of the total borrowing capacity. Under certain circumstances, if LBI Media borrows less than 50% of the revolving credit commitment, it must pay a quarterly commitment fee of 0.50% times the unused portion. If LBI Media borrows 50% or more of the total revolving credit commitment, it must pay a quarterly commitment fee of 0.25% times the unused portion.

In connection with the 2006 Senior Credit Facilities, LBI Media entered into an interest rate swap agreement with a notional principal amount of $80.0 million for three years and $60.0 million for the subsequent two years. LBI Media will receive interest at a fixed rate of 5.56% and pay interest at the base rate for base rate loans or the LIBOR rate for LIBOR loans, in each case plus the applicable margin specified in the agreements governing the 2006 Senior Credit Facilities. As this swap agreement did not meet the requirements for hedge accounting at its inception, changes in its fair value are recorded into earnings each period, with an offsetting asset or liability reflecting the fair value of the interest rate swap, related to the difference between the fixed rate and the floating rate of interest on the swap, recorded in the consolidated balance sheets. During the three months ended March 31, 2007, the Company recognized interest rate swap expense of $280,000 in its consolidated statement of operations and, at March 31, 2007, the Company recorded an additional $280,000 to long-term liability in its consolidated balance sheet.

LBI Media’s Senior Subordinated Notes

In July 2002, LBI Media issued $150.0 million of senior subordinated notes due 2012 (the “Senior Subordinated Notes”). The Senior Subordinated Notes bear interest at the rate of 10 1/8% per annum, and interest payments are to be made on a semi-annual basis each January 15 and July 15. LBI Media is a holding company that has no independent assets or operations other than its investment in its subsidiaries. All of LBI Media’s subsidiaries are wholly owned and provide full and unconditional joint and several guarantees of the Senior Subordinated Notes.

The indenture governing the Senior Subordinated Notes contains certain restrictive covenants that, among other things, limit LBI Media’s ability to borrow under the 2006 Revolver and previously, the 2004 Revolver, and pay dividends. LBI Media could borrow up to $150.0 million under the 2006 Revolver (subject to certain reductions under certain circumstances) without having to meet the

7

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONSOLIDATED FINANCIAL STATEMENTS

restrictions contained in the indenture, but any amount over $150.0 million (subject to certain reductions under certain circumstances) would be subject to LBI Media’s compliance with a specified leverage ratio (as defined in the indenture of the Senior Subordinated Notes). At March 31, 2007, LBI Media was in compliance with all such covenants.

Senior Discount Notes

On October 10, 2003, the Company issued $68.4 million aggregate principal amount at maturity of senior discount notes that mature in 2013 (the “Senior Discount Notes”). The notes were sold at 58.456% of principal amount at maturity, resulting in gross proceeds of approximately $40.0 million and net proceeds of approximately $38.8 million after certain transaction costs. Under the terms of the Senior Discount Notes, cash interest will not accrue or be payable on the notes prior to October 15, 2008, and instead, the value of the notes will be increased each period until it equals $68.4 million on October 15, 2008; such accretion (approximately $1.5 million and $1.4 million, for the three months ended March 31, 2007 and 2006, respectively) is recorded as additional interest expense by the Company. After October 15, 2008, cash interest on the notes will accrue at a rate of 11% per year payable semi-annually on each April 15 and October 15; provided, however, that the Company may make a cash interest election on any interest payment date prior to October 15, 2008. If the Company makes a cash interest election, the principal amount of the notes at maturity will be reduced to the accreted value of the notes as of the date of the cash interest election and cash interest will begin to accrue at a rate of 11% per year from the date the Company makes such election. The Senior Discount Notes may be redeemed by the Company at any time on or after October 15, 2008 at redemption prices specified in the indenture governing the Senior Discount Notes, plus accrued and unpaid interest.

The indenture governing the Senior Discount Notes contains certain restrictive covenants that, among other things, limit the Company’s ability to incur additional indebtedness and pay dividends. As of March 31, 2007, the Company was in compliance with all such covenants. The Senior Discount Notes are structurally subordinated to LBI Media’s 2006 Senior Credit Facilities and LBI Media’s Senior Subordinated Notes.

2004 Empire Note

On July 1, 2004, Empire, a wholly owned subsidiary of LBI Media, issued an installment note for approximately $2.6 million (the “2004 Empire Note”). The 2004 Empire Note bears interest at 5.52% per annum and is payable in monthly principal and interest payments of approximately $21,000 through maturity in July 2019. The borrowings under the 2004 Empire Note are secured primarily by all of Empire’s real property.

8

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Scheduled Debt Repayments

As of March 31, 2007, the Company’s long-term debt had scheduled repayments for each of the next five fiscal years as follows:

	(in thousands)
2007	$	924
2008		1,239
2009		1,247
2010		1,255
2011		1,264
Thereafter		415,284
	$	421,213

The above table does not include any deferred compensation amounts the Company may ultimately pay. Prior to the termination and payoff of the debt of the Parent (including redemption of the warrants) on March 30, 2007, interest payments and scheduled repayments relating to the debt of the Parent (including redemption of the warrants) were not included in the Company’s financial statements pursuant to SEC guidelines. The debt of the Parent, which was repaid in full on March 30, 2007, is described below.

Liberman Broadcasting, Inc.’s Parent Subordinated Notes

On March 20, 2001, the Parent entered into an agreement whereby in exchange for $30.0 million, it issued junior subordinated notes (the “Parent Subordinated Notes”) and warrants to the holders of the Parent Subordinated Notes to initially acquire 14.02 shares (approximately 6.55%) of the Parent’s common stock at an initial exercise price of $0.01 per share. Based on the relative fair values at the date of issuance, the Parent allocated $13.6 million to the Parent Subordinated Notes and $16.4 million to the warrants. The Parent Subordinated Notes bore interest at 9% per year and interest was not payable until maturity.

The Parent Subordinated Notes were to be accreted through January 31, 2014, up to their $30.0 million redemption value; such accretion (approximately $257,000 during the three month period ended March 31, 2007 and $250,000 during the three months ended March 31, 2006) was recorded as additional interest expense by the Parent. In the financial statements of the Parent, the warrants were stated at fair value each reporting period (approximately $25.5 million at December 31, 2006) with subsequent changes in fair value being recorded as interest expense.

On March 30, 2007, third party investors purchased shares of the Parent’s Class A common stock from the Parent and the stockholders of the Parent. The net proceeds received by the Parent were used to repay in full the Parent Subordinated Notes and to redeem all of the related warrants to purchase shares of LBI Holdings I’s (predecessor in interest to the Parent) common stock.

5. Acquisitions

On November 2, 2006, the Company completed its acquisition of the selected assets of five radio stations: KTCY-FM, licensed to Azle, TX, KZZA-FM, licensed to Muenster, TX, KZMP-FM, licensed to Pilot Point, TX, KZMP-AM, licensed to University Park, TX, and KBOC-FM, licensed to Bridgeport, TX, pursuant to an asset purchase agreement dated as of August 2, 2006, as amended. The aggregate purchase price was approximately $93.3 million, including acquisition costs of approximately $0.8

9

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

million. The Company has changed the format and customer base of some of the acquired stations. The Company allocated the purchase price as follows:

	(in thousands)
Broadcast licenses	$	82,188
Property and equipment		10,174
Intangible assets and other, net		945
	$	93,307

6. Commitments and Contingencies

Deferred Compensation

One of LBI Media Holdings’ indirect, wholly owned subsidiaries and the Parent have entered into employment agreements with certain employees. Services required under the employment agreements are rendered to the Company. Accordingly, the Company has reflected amounts due under the employment agreements in its financial statements. In addition to annual compensation and other benefits, these agreements provide the employees with the ability to participate in the increase of the “net value” (as defined in the employment agreements) of the Parent over certain base amounts (“Incentive Compensation”). There are two components of Incentive Compensation: (i) a component that vests in varying amounts over time; and (ii) a component that vests upon the attainment of certain performance measures. The time vesting component is accounted for over the vesting periods specified in the employment agreements. Performance-based amounts are accounted for at the time it is considered probable that the performance measures will be attained. Any Incentive Compensation amounts due are required to be paid within thirty days after the date the “net value” of the Parent is determined. The employment agreements contain provisions, however, that allow for limited accelerated vesting in the event of a change in control of the Parent (as defined in the employment agreements).

Until the “net value” of the Parent has been determined by appraisal as of each valuation date according to each employment agreement, the Company evaluates and estimates the deferred compensation liability under these employment agreements. As a part of the calculation of this Incentive Compensation, the Company uses the income and market valuation approaches to estimate the “net value” of the Parent. The income approach analyzes future cash flows and discounts them to arrive at a current estimated fair value. The market approach uses recent sales and offering prices of similar properties to determine estimated fair value. Each employee negotiated the base amount at the time the employment agreement was entered into. The estimated vested and unpaid amounts are shown as deferred compensation in the accompanying consolidated balance sheets; the related expense is shown as deferred compensation in the accompanying consolidated statements of operations; and related cash payments are shown as deferred compensation in the consolidated statement of cash flows.

At March 31, 2007 and December 31, 2006, the Company has estimated that certain employees had vested in approximately $5.8 million and $8.3 million, respectively, of unpaid Incentive Compensation. In the fourth quarter of 2006 and first quarter of 2007, the Company satisfied its obligations under the employment agreement that had a December 31, 2005 “net value” determination date and an employment agreement that had a December 31, 2006 “net value” determination date with aggregate cash payments of approximately $2.9 million. The Company is scheduled to make a payment under an employment agreement with a December 31, 2006 “net value” determination date during 2007, subject to “net value” appraisal results. The Company also has an employment agreement with a “net value” determination date of December 31, 2009.

10

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Litigation

Eight former employees of Liberman Broadcasting of California LLC (successor in interest to Liberman Broadcasting, Inc., a California corporation), or LBI, one of LBI Media Holding’s indirect, wholly owned subsidiaries, filed suit in Los Angeles Superior Court, alleging claims on their own behalf and also on behalf of a purported class of former and current LBI employees. The complaint alleges, among other things, wage and hour violations relating to overtime pay, and wrongful termination and unfair competition under California Business and Professions Code. Plaintiffs seek, among other relief, unspecified general, treble and punitive damages, as well as profit disgorgement, restitution and their attorneys’ fees. LBI has filed its answer to the complaint, generally denying plaintiffs’ claims and allegations. The plaintiffs have begun conducting discovery and have filed a motion for class certification. On April 16, 2007, LBI and the plaintiffs reached a preliminary settlement. However, the settlement remains in dispute and may not be approved by the court. The Company intends to oppose the motion for certification and vigorously defend itself in the lawsuit. Because of the preliminary nature of this matter, the Company has recorded a litigation reserve in connection with this matter in the amount of $350,000.

The Company is subject to pending litigation arising in the normal course of business. While it is not possible to predict the results of such litigation, management does not believe the ultimate outcome of these matters will have a materially adverse effect on the Company’s financial position or results of operations.

7. Related Party Transactions

The Company had approximately $2.7 million due from stockholders of the Parent and from affiliated companies at March 31, 2007 and December 31, 2006. The Company loaned approximately $1.9 million to a stockholder of the Parent in July 2002. These loans bear interest at the applicable federal rate of 2.8% and mature through July 2009.

The Company had approximately $690,000 due from one of its directors at March 31, 2007 and December 31, 2006. Except for one loan of $30,000 that does not bear interest or have a maturity date, the remainder of these loans to the director bear interest at 8.0% and mature on dates ranging from December 31, 2009 to December 31, 2010.

One of the Parent’s stockholders is the sole shareholder of L.D.L. Enterprises, Inc. (LDL), a mail order business. From time to time, the Company allows LDL to use, free of charge, unsold advertising time on its radio and television stations.

8. Segment Data

SFAS No. 131, “Disclosures About Segments of an Enterprise and Related Information,” requires companies to provide certain information about their operating segments. The Company has two reportable segments – radio operations and television operations. Management uses operating income before deferred compensation, depreciation and amortization, and impairment of broadcast licenses as its measure of profitability for purposes of assessing performance and allocating resources.

11

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Three Months Ended March 31,
	2007			2006
	(In thousands)
Net revenues:
Radio operations	$	12,061		$	9,817
Television operations		13,084			12,425
Consolidated net revenues	$	25,145		$	22,242
Operating expenses, excluding deferred compensation and depreciation and amortization:
Radio operations	$	6,552		$	5,111
Television operations		9,113			7,855
Consolidated operating expenses, excluding deferred compensation and depreciation and amortization	$	15,665		$	12,966
Operating income before deferred compensation and depreciation and amortization:
Radio operations	$	5,509		$	4,706
Television operations		3,971			4,570
Consolidated operating income before deferred compensation and depreciation and amortization	$	9,480		$	9,276
Deferred compensation:
Radio operations	$	(1,132	)	$	275
Consolidated deferred compensation	$	(1,132	)	$	275
Depreciation and amortization expense:
Radio operations	$	1,152		$	598
Television operations		1,148			1,034
Consolidated depreciation and amortization expense	$	2,300		$	1,632
Operating income (loss):
Radio operations	$	5,489		$	3,833
Television operations		2,823			3,537
Consolidated operating income	$	8,312		$	7,370
Reconciliation of operating income before deferred compensation and depreciation and amortization to income before income taxes:
Operating income before deferred compensation, and depreciation and amortization	$	9,480		$	9,277
Depreciation and amortization		(2,300	)		(1,632	)
Deferred compensation		1,132			(275	)
Interest expense		(9,156	)		(7600	)
Interest rate swap expense		(280	)		—
Interest and other income		39			30
Income before income taxes	$	(1,085	)	$	(200	)

12

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

9. Parent Issuance of Class A Common Stock

On March 30, 2007, affiliates of Oaktree Capital Management LLC and Tinicum Capital Partners II, L.P. purchased approximately 113 shares of Class A common stock of the Parent and the stockholders of the Parent. The sale of Class A common stock by the Parent resulted in net proceeds to the Parent of approximately $117.3 million. A portion of these net proceeds were used to repay the Parent’s Subordinated Notes and to redeem the related warrants (as described in Note 4). Approximately $47.9 million of the net proceeds were contributed by the Parent to LBI Media (through LBI Media Holdings). The contribution of $47.9 million was used to repay outstanding amounts under the 2006 Revolver on April 5, 2007.

In connection with the sale of its Class A common stock, the Parent and the stockholders of the Parent entered into an investor rights agreement that defines certain rights and obligations of the Parent and its stockholders. Pursuant to this investor rights agreement, the minority stockholders of the Parent have the right to consent, in their sole discretion, to certain transactions involving LBI Media and its subsidiaries, LBI Media Holdings, and the Parent, including, among other things, certain acquisitions or dispositions of assets by LBI Media, subsidiaries of LBI Media, LBI Media Holdings and the Parent. The investor rights agreement also contains customary representations and affirmative and negative covenants. At March 31, 2007, the Parent was in compliance with all such covenants.

10. Income Taxes

As described in Note 9, third party investors purchased shares of the Parent’s Class A common stock from the Parent and the stockholders of the Parent on March 30, 2007. As a result, the Parent no longer qualifies as an “S corporation.” Because LBI Media Holdings was deemed for tax purposes to be part of the Parent, LBI Media Holdings is no longer a “qualified subchapter S subsidiary.” Therefore, the Company will be filing income tax returns as a C Corporation. Accordingly, the Company’s taxable income will be subject to a combined federal and state income tax rate of approximately 40% for periods after March 30, 2007. The Company’s current tax provision for the three months ended March 31, 2007, a period when the Company was still an S corporation, includes the California minimum tax of approximately $14,000 and Texas Franchise Tax of approximately $68,000.

Commencing March 31, 2007, the Company will be included with its Parent in the filing of a consolidated federal income tax return and various state income tax returns. With regard to the consolidated filings, the members of the consolidated group presently intend to allocate tax expenses among themselves in proportion to which entity is responsible for generating the corresponding tax liability. Accordingly, the amount of federal and state income taxes currently payable will be calculated and paid on a “stand alone” basis. Therefore, the Company will remit to its Parent only those taxes that would be due if the Parent were the taxing authority (e.g. Internal Revenue Service). Any deferred income taxes will be accounted for on the financial statements of the Company.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reporting amounts in the consolidated financial statements. As a result of the loss of S corporation status, the Company has recorded a one-time non-cash charge of $46.8 million to adjust its deferred tax accounts. The charge is included in its provision for income taxes on the accompanying condensed consolidated statements of operations. The Company’s deferred tax liabilities as of March 31, 2007 and December 31, 2006 were approximately $47.7 million and $0.9 million, respectively, and result primarily from book and tax basis differences of the Company’s indefinite-lived intangible assets that, for

13

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

tax purposes, are amortized over fifteen years. In addition to the deferred tax liability for its indefinite-lived intangible assets, the Company has net deferred tax assets for which it has provided a full valuation allowance. The valuation allowance on deferred taxes relate to future deductible temporary differences for which the Company has concluded it is more likely than not these items will not be realized in the ordinary course of operations. As of March 31, 2007 and December 31, 2006, the net deferred tax asset and the related valuation allowance were approximately $2.5 million and $0.3 million, respectively.

Adoption of FIN 48

In 2006, the FASB issued Financial Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (FIN 48). The pronouncement prescribes a recognition threshold and measurement attribute criteria for the financial statement effect of a tax position taken, not taken, or expected to be taken in a tax return. FIN 48 also provides guidance on recording the reversal of the financial statement effects previously recorded, classification, interest and penalties, interim period and transitional reporting, and disclosure.

The Company files income tax returns in the U.S. federal jurisdiction, California and Texas. The Company is no longer subject to federal income tax audits for the years prior to 2005. The Company is no longer subject to state income tax examinations for years prior to 2002. The Company’s policy is to recognize interest related to unrecognized tax benefits and penalties as additional tax expense. Accrued interest at March 31, 2007 related to unrecognized tax benefits is approximately $221,000, of which $16,000 is included in current period tax expense. The Company adopted the provisions of FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a material impact on the financial position of the Company. The cumulative effect adjustment, as a result of a change in accounting principle, reduced beginning retained earnings by approximately $787,000 ($654,000 to record unrecognized tax benefits and $133,000 of related accrued interest). Therefore, as of the adoption date, the Company has gross tax affected unrecognized tax benefits of approximately $996,000. Also, as of the adoption date, the Company had accrued interest related to the unrecognized tax benefits of approximately $205,000. To the extent these unrecognized tax benefits are ultimately recognized, they will impact the effective tax rate in the period they are recognized. There was no effect on the tax rate in the current period as the cumulative effect adjustment was recorded as a change in accounting principle and, accordingly, other than the current period interest on the tax expense, did not impact the results of operations for the period.

As a result of the expiration of the statute of limitations for certain jurisdictions, it is reasonably possible that the related unrecognized tax benefits for tax positions taken regarding previously filed tax returns will be decreased by approximately $400,000 over the next twelve months.

The Company believes that it has appropriate support for the income tax positions taken and presently expected to be taken on its tax returns. Additionally, the Company believes that its accruals for tax liabilities are adequate for all years open to income tax examinations based on an assessment of many factors including past experience, past examinations by taxing authorities and interpretations of tax law applied to the facts of each matter.

11. LBI Media Holdings, Inc. (Parent Company Only)

The terms of LBI Media’s 2006 Senior Credit Facilities (and previously, the 2004 Revolver) and the indenture governing LBI Media’s Senior Subordinated Notes restrict LBI Media’s ability to transfer net assets to the Company in the form of loans, advances, or cash dividends. The following parent-only condensed financial information presents balance sheets and related statements of operations and cash flows of the Company by accounting for the investments in the owned subsidiaries on the equity method of accounting. The accompanying condensed financial information should be read in conjunction with the consolidated financial statements and notes thereto.

14

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	As of
	March 31, 2007			December 31, 2006
	(in thousands)
Condensed Balance Sheet Information:
Assets
Cash		4			—
Deferred financing costs	$	1,289		$	1,339
Investment in subsidiaries		92,079			92,405
Other assets		11			10
Total assets	$	93,383		$	93,754
Liabilities and stockholder’s equity
Long term debt		58,019			56,500
Stockholder’s equity:
Common stock		—			—
Additional paid-in capital		64,811			16,865
Retained earnings		(29,447	)		20,389
Total stockholder’s equity		35,364			37,254
Total liabilities and stockholder’s equity	$	93,383		$	93,754

	Three Months Ended March 31,
	2007			2006
	(in thousands)
Condensed Statement of Operations Information:
Income:
Equity in earnings (losses) subsidiaries	$	(46,458	)	$	1,166
Expenses:
Interest expense		(1,569	)		(1,415	)
Loss before income taxes		(48,027	)		(249	)
Benefit (provision) from income taxes		1			(1	)
Net loss	$	(48,026	)	$	(250	)

15

LBI MEDIA HOLDINGS, INC.

NOTES TO INTERIM UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Three Months Ended March 31,
	2007			2006
	(in thousands)
Condensed Statement of Cash Flows Information:
Cash flows provided by (used in) operating activities:
Net loss	$	(48,026	)	$	(250	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Equity in losses (earnings) of subsidiaries		46,458			(1,166	)
Benefit from income taxes		(1	)		—
Amortization of deferred financing costs		50			49
Accretion on discount notes		1,519			1,365
Change in prepaid expenses and other current assets		—			—
Change in other assets		—			1
Change in accounts payable and accrued expenses		—			1
Distributions from subsidiaries		981			1
Net cash provided by (used in) operating activities		981			1
Cash flows used in investing activities:
Investment in subsidiary		(47,900	)		—
Net cash used in investing activities		(47,900	)		—
Cash flows provided by financing activities:
Capital contribution from Parent		47,946			—
Distributions to Parent		(1,023	)		(1	)
Net cash provided by (used in) financing activities		46,923			(1	)
Net change in cash and cash equivalents		4			—
Cash and cash equivalents, beginning of period		—			—
Cash and cash equivalents, end of period	$	4		$	—

16

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements included elsewhere in this Quarterly Report and the audited financial statements for the year ended December 31, 2006, included in our Annual Report on Form 10-K (File No. 333-110122). This Quarterly Report contains, in addition to historical information, forward-looking statements, which involve risk and uncertainties. The words “believe”, “expect”, “estimate”, “may”, “will”, “could”, “plan”, or “continue”, and similar expressions are intended to identify forward-looking statements. Our actual results could differ significantly from the results discussed in such forward-looking statements.

Overview

We own and operate radio and television stations in Los Angeles, California, Houston, Texas and Dallas, Texas and a television station in San Diego, California. Our radio stations consist of four FM and two AM stations serving Los Angeles, California and its surrounding areas, five FM and four AM stations serving Houston, Texas and its surrounding areas, and five FM and one AM stations serving Dallas-Fort Worth, Texas and its surrounding areas. Our four television stations consist of three full-power stations serving Los Angeles, California, Houston, Texas and Dallas-Fort Worth, Texas and a low-power station serving San Diego, California. In addition, we operate a television production facility, Empire Burbank Studios, in Burbank, California that we use to produce our core programming for all of our television stations, and we have television production facilities in Houston and Dallas-Fort Worth that allow us to produce local programming in those markets as well.

We operate in two reportable segments, radio and television. We generate revenue from sales of local, regional and national advertising time on our radio and television stations, and the sale of time to brokered or infomercial customers on our radio and television stations. Advertising rates are, in large part, based on each station’s ability to attract audiences in demographic groups targeted by advertisers. Our stations compete for audiences and advertising revenue directly with other Spanish-language radio and television stations and we generally do not obtain long-term commitments from our advertisers. As a result, our management team focuses on creating a diverse advertiser base, producing cost-effective, locally focused programming, providing creative advertising solutions for clients, executing targeted marketing campaigns to develop a local audience, and implementing strict cost controls. We recognize revenues when the commercials are broadcast or the brokered time is made available to the customer. We incur commissions from agencies on local, regional and national advertising, and our net revenue reflects deductions from gross revenue for commissions to these agencies.

Our primary expenses are employee compensation, including commissions paid to our local and national sales staffs, promotion, selling, programming and engineering expenses, general and administrative expenses and interest expense. Our programming expenses for television consist of costs related to the production of original programming content, production of local newscasts and, to a lesser extent, the acquisition of programming content from other sources. Because we are highly leveraged, we will need to dedicate a substantial portion of our cash flow from operations to pay interest on our debt. We may need to pursue one or more alternative strategies in the future to meet our debt obligations, such as refinancing or restructuring our indebtedness, selling equity securities or selling assets.

We are organized as a Delaware corporation. Prior to March 30, 2007, we were a “qualified S subsidiary” as we were deemed for tax purposes to be part of our parent, an “S corporation” under federal and California state tax laws. Accordingly, our taxable income was reported by the stockholders of our parent on their respective federal and state income tax returns. As a result of the sale of Class A common stock of our parent (as described below under “—Recent Sale and Issuance of Liberman Broadcasting’s Class A Common Stock”), Liberman Broadcasting no longer qualifies as an S Corporation, and none of

17

its subsidiaries, including us, are able to qualify as qualified subchapter S subsidiaries. Thus, we will be taxed at regular corporate rates after March 30, 2007.

Recent Sale and Issuance of Liberman Broadcasting’s Class A Common Stock

On March 30, 2007, our parent, Liberman Broadcasting, Inc., a Delaware corporation, sold shares of its Class A common stock to affiliates of Oaktree Capital Management LLC and Tinicum Capital Partners II, L.P. The sale resulted in net proceeds to Liberman Broadcasting of $117.3 million. A portion of these net proceeds were used to repay Liberman Broadcasting’s 9% subordinated notes due 2014 and to redeem related warrants to purchase shares of common stock of the predecessor of Liberman Broadcasting. Liberman Broadcasting contributed approximately $47.9 million of the net proceeds to us, and we, in turn, contributed $47.9 million to LBI Media. LBI Media used the proceeds contributed to it to repay outstanding amounts borrowed under LBI Media’s senior revolving credit facility.

In connection with the sale of Liberman Broadcasting’s Class A common stock, Liberman Broadcasting and its stockholders entered into an investor rights agreement that defines certain rights and obligations of Liberman Broadcasting and the stockholders of Liberman Broadcasting. Pursuant to this investor rights agreement, the investors have the right to consent to certain transactions involving us, Liberman Broadcasting, LBI Media Holdings and our subsidiaries, including:

• certain acquisitions or dispositions of assets by us, Liberman Broadcasting and our subsidiaries that are consummated on or after September 30, 2009;

• certain transactions between us, Liberman Broadcasting, and our subsidiaries, on the one hand, and Jose Liberman, our chairman and president and chairman and president of LBI Media, Lenard Liberman, our executive vice president, chief financial officer and secretary and executive vice president, chief financial officer and secretary of LBI Media, or certain of their respective family members, on the other hand;

• certain issuances of equity securities to employees or consultants of ours, Liberman Broadcasting and our subsidiaries;

• certain changes in the compensation arrangements with Jose Liberman, Lenard Liberman or certain of their respective family members;

• material modifications in our business strategy and the business strategy of Liberman Broadcasting and our subsidiaries;

• commencement of a bankruptcy proceeding related to us, Liberman Broadcasting and our subsidiaries;

• any change in Liberman Broadcasting’s auditors to a firm that is not a big four accounting firm; and

• certain change of control transactions.

Acquisitions

On November 2, 2006, two of our indirect, wholly owned subsidiaries, Liberman Broadcasting of Dallas, Inc. (predecessor in interest to Liberman Broadcasting of Dallas LLC) and Liberman Broadcasting of Dallas License Corp. (predecessor in interest to Liberman Broadcasting of Dallas License LLC), purchased the selected assets of five radio stations owned and operated by Entravision Communications Corporation, or Entravision, and certain subsidiaries of Entravision pursuant to an asset purchase

18

agreement dated as of August 2, 2006, as amended on November 2, 2006. Also in the fourth quarter of 2006, Liberman Broadcasting of Dallas purchased a building in Dallas, Texas to accommodate its growth in stations owned in the Dallas-Fort Worth market.

The total purchase price of the selected radio station assets was approximately $92.5 million and was paid for in cash primarily through borrowings under LBI Media’s senior revolving credit facility. The assets that were acquired include, among other things, (i) licenses and permits authorized by the Federal Communications Commission for or in connection with the operation of each of the radio stations, (ii) tower and transmitter facilities, and (iii) broadcast and other studio equipment used to operate the following five stations: KTCY-FM (101.7 FM, licensed to Azle, TX), KZZA-FM (106.7 FM, licensed to Muenster, TX), KZMP-FM (104.9 FM, licensed to Pilot Point, TX), KZMP-AM (1540 AM, licensed to University Park, TX), and KBOC-FM (98.3 FM, licensed to Bridgeport, TX). The programming of KZMP-FM is now provided by a third-party broker.

We generally experience lower operating margins for several months following the acquisition of radio and television stations. This is primarily due to the time it takes to fully implement our format changes, build our advertiser base and gain viewer or listener support.

From time to time, we engage in discussions with third parties concerning our possible acquisition of additional radio or television stations or related assets. Any such discussions may or may not lead to our acquisition of additional broadcasting assets.

Results of Operations

Separate financial data for each of our operating segments is provided below. We evaluate the performance of our operating segments based on the following:

	Three Months Ended March 31,
	2007			2006
	(In thousands)
Net revenues:
Radio	$	12,061		$	9,817
Television		13,084			12,425
Total	$	25,145		$	22,242
Total operating expenses before deferred compensation and depreciation and amortization:
Radio	$	6,552		$	5,111
Television		9,113			7,854
Total	$	15,665		$	12,965
Deferred compensation:
Radio	$	(1,132	)	$	275
Total	$	(1,132	)	$	275
Depreciation and amortization:
Radio	$	1,152		$	598
Television		1,148			1,033
Total	$	2,300		$	1,631
Total operating expenses
Radio	$	6,571		$	5,984

19

	Three Months Ended March 31,
	2007		2006
	(in thousands)
Television		10,261		8,888
Total	$	16,832	$	14,872
Operating income:
Radio	$	5,489	$	3,833
Television		2,823		3,537
Total	$	8,312	$	7,370
Adjusted EBITDA(1):
Radio	$	6,641	$	4,431
Television		3,971		4,570
Total	$	10,612	$	9,001

(1) We define Adjusted EBITDA as net income (loss) plus income tax expense (benefit), gain (loss) on sale of property and equipment, gain on sale of investments, net interest expense, interest rate swap expense, impairment of broadcast licenses, and depreciation and amortization. Management considers this measure an important indicator of our liquidity relating to our operations because it eliminates the effects of certain noncash items and our capital structure. This measure 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 U.S. generally accepted accounting principles, such as cash flows from operating activities, operating income and net income. In addition, our definition of Adjusted EBITDA may differ from those of many companies reporting similarly named measures.

In determining our Adjusted EBITDA in past years, we treated deferred compensation expense as a noncash item, because we had the option and the intention to pay such amounts in the common stock of our parent after our parent’s initial public offering. Our first payment became due in 2006 and we have made and will make additional payments in 2007. We have determined that we can no longer meet the conditions necessary to pay the deferred compensation in stock. Accordingly, we have settled our deferred compensation amounts in cash and expect to make the remaining 2007 payment in cash. We have presented prior periods’ Adjusted EBITDA to conform to this current treatment. As a result, Adjusted EBITDA for prior periods may appear as a different amount from what we have reported in prior periods.

We discuss Adjusted EBITDA and the limitations of this financial measure in more detail under “—Non-GAAP Financial Measures.”

20

The table set forth below reconciles net cash provided by operating activities, calculated and presented in accordance with U.S. generally accepted accounting principles, to Adjusted EBITDA:

	Three Months Ended March 31,
	2007			2006
	(in thousands)
Net cash (used in) provided by operating activities	$	(615	)	$	701
Add:
Income tax expense		46,941			50
Interest expense and other income, net		9,117			7,570
Less:
Amortization of deferred financing costs		(300	)		(249	)
Provision for doubtful accounts		(221	)		(207	)
Deferred compensation expense		1,132			(275	)
Accretion on senior discount notes		(1,519	)		(1,365	)
Changes in operating assets and liabilities:
Accounts receivable		(2,454	)		(1,423	)
Deferred compensation payment		1,374			—
Program rights		(178	)		(217	)
Amounts due from related parties		(9	)		86
Prepaid expenses and other current assets		(38	)		139
Employee advances		5			(67	)
Accounts payable and accrued expenses		756			477
Accrued interest		3,471			3,813
Deferred taxes payable		(46,058	)		—
Other assets and liabilities		(792	)		(32	)
Adjusted EBITDA	$	10,612		$	9,001

Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2006

Net Revenues. Net revenues increased by $2.9 million, or 13.0%, to $25.1 million for the three months ended March 31, 2007, from $22.2 million for the same period in 2006. The increase was primarily attributable to increased advertising revenue from our Texas radio markets, which includes an existing FM radio station and our recently acquired radio station assets in the Dallas market. Our television segment revenues also contributed an increase of $0.7 million in net revenues for the three months ended March 31, 2007.

Net revenues for our radio segment increased by $2.2 million, or 22.9%, to $12.1 million for the three months ended March 31, 2007, from $9.8 million for the same period in 2006. Increases in revenue at our new and existing Dallas radio stations were augmented by an increase in revenues at our Los Angeles radio stations. The increase in our advertising revenue in Dallas was partially due to the acceptance by advertisers of our newly formatted stations in Dallas.

Net revenues for our television segment increased by $0.7 million, or 5.3%, to $13.1 million for the three months ended March 31, 2007, from $12.4 million for the same period in 2006. This increase was attributable to increased advertising revenue in our Texas markets, particularly in Dallas, and our Los Angeles television market. We believe television revenues have increased as a result of wider acceptance by viewers and by advertisers of our innovative programming strategy.

We currently anticipate net revenue growth for the remainder of 2007 from both our radio and television segments due to increased advertising time sold and increased advertising rates. Our internally

21

produced programming, focused sales strategy and the expected continued demand for Spanish-language advertising should continue to increase our advertising time sold and advertising rates in 2007 for both segments.

Total operating expenses. Total operating expenses increased by $1.9 million, or 13.2%, to $16.8 million for the three months ended March 31, 2007 from $14.9 million for the same period in 2006. This increase was primarily due to:

(1) a $1.5 million increase in selling, general and administrative expenses due to higher salaries, commissions and other selling expenses, attributable to increased staffing associated with our growth in net revenues and a $0.4 million reserve recorded in connection with pending litigation;

(2) a $1.1 million increase in programming expenses primarily related to (a) additional production of in-house television programs and (b) higher music license fees; and

(3) a $0.7 million increase in depreciation and amortization due primarily to increased capital expenditures for existing properties.

Of the above increases in operating expenses, approximately $1.5 million of the increase was attributable to expenses for our new Dallas stations, which we acquired in November 2006. The increase in total operating expenses was offset partially by a net $1.1 million decrease in deferred compensation because the amount ultimately paid to the employee in 2007 was less than the amount accrued at December 31, 2006.

Our deferred compensation liability can increase in future periods based on changes in the applicable employee’s vesting percentage, which is based on time and performance measures, and can increase or decrease in future periods based on changes in the net value of our parent, Liberman Broadcasting. See “—Critical Accounting Policies—Deferred Compensation.”

We believe that our total operating expenses, before consideration of any impairment charges and adjustments to deferred compensation expense, will increase through the end of 2007 due to increased programming costs for our television segments and increased sales commissions and administrative expenses associated with our anticipated net revenue growth. Continued growth in expenses may also occur as a result of future acquisitions of radio and television assets. We anticipate that the growth rate of our 2007 total operating expenses, excluding any impairment charges and deferred compensation, will be lower than the growth rate of our 2007 net revenue. This expectation could be negatively impacted by the number and size of additional radio and television assets that we acquire, if any.

Total operating expenses for our radio segment increased by $0.6 million, or 9.8%, to $6.6 million for the three months ended March 31, 2007, from $6.0 million for the same period in 2006. This change was the result primarily of:

(1) a $0.9 million increase in selling, general and administrative expenses, due primarily to increased salaries and legal expenses, including new personnel and start up costs in connection with our new Dallas stations;

(2) a $0.6 million increase in depreciation and amortization due primarily to increased capital expenditures for existing properties; and

(3) a $0.5 million increase in programming expenses primarily attributable to the reformatting and programming of our new Dallas stations.

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Of the above increases in operating expenses, approximately $1.5 million of the increase was attributable to expenses for our new Dallas stations, the assets of which were acquired in November 2006. The increases in operating expenses for our radio segment were offset partially by a net $1.1 million decrease in deferred compensation because the amount ultimately paid to the employee in 2007 was less than the amount accrued at December 31, 2006.

Total operating expenses for our television segment increased by $1.4 million, or 15.7%, to $10.3 million for the three months ended March 31, 2007, from $8.9 million for the same period in 2006. This increase was primarily due to:

(1) a $0.6 million increase in programming expenses related to the additional production of in-house programming;

(2) a $0.6 million increase in selling, general and administrative expenses related to higher sales salaries and commissions associated with our revenue growth and a $0.4 million reserve recorded in connection with pending litigation; and

(3) a $0.1 million increase in depreciation and amortization due primarily to increased capital expenditures for existing properties.

Interest expense, net. Interest expense, net, increased by $1.5 million, or 20.4%, to $9.1 million for the three months ended March 31, 2007, from $7.6 million for the corresponding period in 2006. This change is primarily attributable to the temporary increase in borrowings under LBI Media’s senior credit facilities in connection with the acquisition of selected assets of the five Dallas radio stations and additional accretion on our senior discount notes issued in October 2003. We expect interest expense to decrease in the second quarter of 2007 because LBI Media repaid approximately $46.9 million under its senior revolving credit facility in April 2007 from the contribution of net proceeds received by it from our parent as a result of the sale of Liberman Broadcasting’s Class A common stock. Our interest expense may increase in 2007 if we borrow additional amounts under LBI Media’s senior revolving credit facility to acquire additional radio or television station assets.

Provision for income taxes. Our provision for income taxes increased by $46.9 million, to $46.9 million for the three months ended March 31, 2007, from $49,000 for the corresponding period in 2006. As described above under “—Recent Sale and Issuance of Liberman Broadcasting’s Class A Common Stock”, certain investors purchased shares of our parent’s Class A common stock. As a result, our parent no longer qualifies as an “S corporation” and we and our subsidiaries are no longer qualified as “qualified subchapter S corporations.” Accordingly, we recorded a one-time non-cash charge of $46.8 million to adjust our deferred tax accounts. We expect our provision for income taxes to decrease in the second quarter, because the $46.8 million charge was a one-time charge to adjust for our change in tax status.

Net loss. We recognized net loss of $48.0 million for the three months ended March 31, 2007, as compared to net loss of $0.3 million for the same period of 2006, a decrease of $47.7 million. This change was primarily attributable to the one-time non-cash charge of $46.8 million to our deferred tax accounts.

Adjusted EBITDA. Adjusted EBITDA increased by $1.6 million, or 17.7%, to $10.6 million for the three months ended March 31, 2007 as compared to $9.0 million for the same period in 2006 primarily as a result of increased revenues from our radio stations. See “—Non-GAAP Financial Measures.”

Adjusted EBITDA for our radio segment increased by $2.2 million, or 49.9%, to $6.6 million for the three months ended March 31, 2007 from $4.4 million for the same period in 2006. The increase was

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primarily the result of increased advertising revenue in the Dallas market, partially offset by increases in expenses as noted above.

Adjusted EBITDA for our television segment decreased by $0.6 million, or 15.2%, to $4.0 million for the three months ended March 31, 2007, from $4.6 million for the same period in 2006. The decrease was primarily the result of increased programming expense, partially offset by an overall increase in net revenues in all markets.

Liquidity and Capital Resources

LBI Media’s Senior Credit Facilities. Our primary sources of liquidity are cash provided by operations and available borrowings under our subsidiary’s, LBI Media’s, $150.0 million senior revolving credit facility. On May 8, 2006, LBI Media refinanced its prior $220.0 million senior revolving credit facility with a $150.0 million senior revolving credit facility and a $110.0 million senior term loan facility. LBI Media has the option to request its lenders to increase the aggregate amount by $50.0 million; however, LBI Media’s lenders are not obligated to do so. The increases under the senior revolving credit facility and the senior term loan credit facility, taken together, cannot exceed $50.0 million in the aggregate. Under the senior revolving credit facility, LBI Media has a swing line sub-facility equal to an amount of not more than $5.0 million. Letters of credit are also available to LBI Media under the senior revolving credit facility and may not exceed the lesser of $5.0 million or the available revolving commitment amount. There are no scheduled reductions of commitments under the senior revolving credit facility. Under the senior term loan facility, LBI Media must pay 0.25% of the original principal amount of the term loans each quarter, or $275,000, plus 0.25% of any additional principal amount incurred in the future under the senior term loan facility. The senior credit facilities mature on March 31, 2012.

As of March 31, 2007, LBI Media had $102.0 million aggregate principal amount outstanding under the senior revolving credit facility and $108.9 million aggregate principal amount of outstanding senior term loans. In connection with the sale of Class A common stock of Liberman Broadcasting, Liberman Broadcasting contributed approximately $47.9 million of its net proceeds to us, and we in turn contributed the amounts to our subsidiary, LBI Media. On April 5, 2007, LBI Media used the $47.9 million contributed to it to reduce the outstanding amount under LBI Media’s senior revolving credit facility. Since March 31, 2007, LBI Media has repaid, net of borrowings, approximately $48.9 million under its senior revolving credit facility. See “—Recent Sale and Issuance of Liberman Broadcasting’s Class A Common Stock”.

Borrowings under the senior credit facilities bear interest based on either, at LBI Media’s option, the base rate for base rate loans or the LIBOR rate for LIBOR loans, in each case plus the applicable margin stipulated in the senior credit agreements. The base rate is the higher of (i) Credit Suisse’s prime rate and (ii) the Federal Funds Effective Rate (as published by the Federal Reserve Bank of New York) plus 0.50%. The applicable margin for revolving loans, which is based on LBI Media’s total leverage ratio, will range from 0% to 1.00% per annum for base rate loans and from 1.00% to 2.00% per annum for LIBOR loans. The applicable margin for term loans is 0.50% for base rate loans and 1.50% for LIBOR loans. The applicable margin for any future term loans will be agreed upon at the time those term loans are incurred. Interest on base rate loans is payable quarterly in arrears and interest on LIBOR loans is payable either monthly, bimonthly or quarterly depending on the interest period elected by us. All amounts that are not paid when due under either the senior revolving credit facility or the senior term loan facility will accrue interest at the rate otherwise applicable plus 2.00% until such amounts are paid in full. In addition, LBI Media pays a quarterly unused commitment fee ranging from 0.25% to 0.50% depending on the level of facility usage. At March 31, 2007, borrowings under the senior credit facilities bore interest at rates between 6.57% and 7.06%, including the applicable margin.

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Under the indentures governing LBI Media’s senior subordinated notes and our senior discount notes (described below), LBI Media is limited in its ability to borrow under the senior revolving credit facility. LBI Media may borrow up to $150.0 million under the senior revolving credit facility (subject to certain reductions under certain circumstances) without having to meet any restrictions under the indentures governing its senior subordinated notes and our senior discount notes, but any amount over $150.0 million that LBI Media may borrow under the senior revolving credit facility (subject to certain reductions under certain circumstances) will be subject to LBI Media’s and our compliance with specified leverage ratios (as defined in the indentures governing LBI Media’s senior subordinated notes and our senior discount notes).

LBI Media’s senior credit facilities contain customary restrictive covenants that, among other things, limit its capital expenditures, its ability to incur additional indebtedness and liens in connection therewith and pay dividends. Under the senior revolving credit facility, LBI Media must also maintain a maximum total leverage ratio and a minimum ratio of EBITDA to interest expense (each as defined in the senior credit agreement).

LBI Media’s Senior Subordinated Notes. In July 2002, LBI Media issued $150.0 million of senior subordinated notes that mature in 2012. Under the terms of its senior subordinated notes, LBI Media pays semi-annual interest payments of approximately $7.6 million each January 15 and July 15. LBI Media may redeem the senior subordinated notes at any time on or after July 15, 2007 at redemption prices specified in the indenture governing its senior subordinated notes, plus accrued and unpaid interest. The indenture governing LBI Media’s senior subordinated notes contains certain restrictive covenants that, among other things, limit its ability to incur additional indebtedness and pay dividends. As of March 31, 2007, LBI Media was in compliance with these covenants.

Senior Discount Notes. In October 2003, we issued $68.4 million aggregate principal amount at maturity of senior discount notes that mature in 2013. Under the terms of the senior discount notes, cash interest will not accrue or be payable on the senior discount notes prior to October 15, 2008 and instead the accreted value of the senior discount notes will increase until such date. Thereafter, cash interest on the senior discount notes will accrue at a rate of 11% per year payable semi-annually on each April 15 and October 15; provided, however, that we may make a cash interest election on any interest payment date prior to October 15, 2008. If we make a cash interest election, the principal amount of the senior discount notes at maturity will be reduced to the accreted value of the senior discount notes as of the date of the cash interest election and cash interest will begin to accrue at a rate of 11% per year from the date we make such election. We may redeem the senior discount notes at any time on or after October 15, 2008 at redemption prices specified in the indenture governing our senior discount notes, plus accrued and unpaid interest.

The indenture governing the senior discount notes contains certain restrictive covenants that, among other things, limit our ability to incur additional indebtedness and pay dividends to our parent, Liberman Broadcasting. Our senior discount notes are structurally subordinated to LBI Media’s senior credit facilities and senior subordinated notes.

Empire Burbank Studios’ Mortgage Note. On July 1, 2004, one of our indirect, wholly owned subsidiaries, Empire Burbank Studios LLC (successor in interest to Empire Burbank Studios, Inc.), issued an installment note for approximately $2.6 million. The loan is secured by Empire’s real property and bears interest at 5.52% per annum. The loan is payable in monthly principal and interest payments of approximately $21,000 through maturity in July 2019.

Summary of Indebtedness. The following table summarizes our various levels of indebtedness at March 31, 2007. As described below, the debt of our parent, Liberman Broadcasting’s 9% subordinated notes, was paid in full on March 30, 2007.

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Issuer	Form of Debt	Principal Amount Outstanding	Scheduled Maturity Date	Interest rate
LBI Media, Inc.	$150.0 million Senior secured revolving credit facility	$102 million(1)	March 31, 2012	LIBOR or base rate, plus an applicable margin dependent on LBI Media’s leverage ratio
LBI Media, Inc.	$110.0 million Senior secured term loan credit facility	$108.9 million	March 31, 2012	LIBOR plus 1.50% per annum, or base rate plus 0.50% per annum
LBI Media, Inc.	Senior subordinated notes	$150.0 million	July 15, 2012	10.125%
LBI Media Holdings, Inc.	Senior discount notes	$58.0 million	October 15, 2013	11%
Empire Burbank Studios LLC	Mortgage note	$2.3 million	July 1, 2019	5.52%

⁽¹⁾ LBI Media has repaid, net of borrowings, approximately $48.9 million under LBI Media’s senior secured revolving credit facility since March 31, 2007. This repayment was primarily from the receipt of cash proceeds that were contributed to LBI Media by us, which in turn was contributed from our parent, Liberman Broadcasting, as a result of its sale of Class A common stock.

Liberman Broadcasting’s 9% Subordinated Notes. In March 2001, our parent, Liberman Broadcasting, issued $30.0 million principal amount of 9% subordinated notes and issued warrants. The 9% subordinated notes were subordinate in right of payment to LBI Media’s senior credit facilities and senior subordinated notes and were structurally subordinated to our senior discount notes. Interest was not payable until maturity. In connection with these 9% subordinated notes, Liberman Broadcasting also issued warrants to purchase 14.02 shares of its common stock at an initial exercise price of $0.01 per share.

As described above under “—Recent Sale and Issuance of Liberman Broadcasting’s Class A Common Stock”, on March 30, 2007, our parent sold shares of its Class A common stock to certain investors. The net proceeds from the sale of Liberman Broadcasting’s Class A common stock by Liberman Broadcasting were used in part to repay its 9% subordinated notes (including accrued interest) and to redeem the related warrants.

Cash Flows. Cash and cash equivalents were $47.3 million and $1.5 million at March 31, 2007 and December 31, 2006 respectively. Our cash balance at March 31, 2007 was higher as a result of the contribution of proceeds received by our parent from the sale of its Class A common stock, which we used to contribute to LBI Media, which in turn used $47.9 million of such amount on April 5, 2007 to repay a portion of the amounts outstanding under LBI Media’s senior revolving credit facility.

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Net cash flow used in operating activities was $0.6 million for the three months ended March 31, 2007 as compared to $0.7 million in cash provided by operating activities for three months ended March 31, 2006. The decrease in our net cash flow provided by operating activities was primarily the result of a deferred compensation payment of approximately $1.3 million in March 2007 and a related charge to deferred compensation expense of $1.1 million because the amount ultimately paid to the employee in March 2007 was less than the amount accrued at December 31, 2006. These decreases relating to our net operating cash flow were partially offset by an increase in accounts receivable.

Net cash flow used in investing activities was $5.7 million and $2.5 million for the three months ended March 31, 2007 and 2006, respectively. Capital expenditures were $5.4 million for the three months ended March 31, 2007 compared to $2.5 million in the same period in 2006. During the first quarter of 2007, capital expenditures for property and equipment were primarily related to the construction of new towers and transmitter sites for our Dallas-Fort Worth and Houston, Texas radio stations and the addition of studio equipment for our Los Angeles, television station.

Net cash flow provided by financing activities was $52.1 million for the three months ended March 31, 2007 and net cash flow used in financing activities was $0.8 million for the three months ended March 31, 2006. The net cash flow provided by financing activities for the three months ended March 31, 2007 reflects a capital contribution from our parent of $47.9 million. See “—Recent Sale and Issuance of Liberman Broadcasting’s Class A Common Stock”.

Contractual obligations. We had no material changes in commitments for long-term debt obligations or operating lease obligations as of March 31, 2007, as compared to those disclosed in our table of contractual obligations included in our Annual Report on Form 10-K for the year ended December 31, 2006. On April 5, 2007, LBI Media repaid $47.9 million of amounts outstanding under LBI Media’s senior revolving credit facility. We anticipate that funds generated from operations and funds available under LBI Media’s senior revolving credit facility will be sufficient to meet our working capital and capital expenditure needs in the foreseeable future.

Expected Use of Cash Flows. For both our radio and television segments, we have historically funded, and will continue to fund, expenditures for operations, selling, general and administrative expenses, capital expenditures and debt service from our operating cash flow and borrowings under LBI Media’s senior revolving credit facility. For our television segment, our planned uses of liquidity during the next twelve months will include the addition of production equipment for our Texas and Los Angeles television stations at an estimated cost of $1.5 million. For our radio segment, our planned uses of liquidity will include upgrading several of our radio stations and towers located in the Houston market, which we expect will cost approximately $3.5 million over the next twelve months. In connection with the purchase of the new radio stations from Entravision Communications Corporation, Liberman Broadcasting of Dallas, Inc. (predecessor in interest to Liberman Broadcasting of Dallas LLC), our wholly owned subsidiary also purchased a building in Dallas, Texas to accommodate our growth in stations owned and operated in the Dallas-Fort Worth market. We estimate we will spend approximately $3.0 million on improvements and equipment for our new Dallas building. We are also scheduled to make payments for deferred compensation under one of our employment agreements over the next twelve months, for which we have accrued $5.8 million in deferred compensation liability as of March 31, 2007.

We have used, and expect to continue to use, a significant portion of our capital resources to fund acquisitions. Future acquisitions will be funded from amounts available under LBI Media’s senior revolving credit facility, contributions from our parent, the proceeds of future equity or debt offerings and our internally generated cash flows. However, our ability to pursue future acquisitions may be impaired if we or our parent is unable to obtain funding from other capital sources. As a result, we may not be able to increase our revenues at the same rate as we have in recent years. We believe that our cash on hand, cash provided by operating activities and borrowings under LBI Media’s senior revolving credit facility will be sufficient to permit us to fund our contractual obligations and operations for at least the next twelve months.

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Seasonality

Seasonal net revenue fluctuations are common in the television and radio broadcasting industry and result primarily from fluctuations in advertising expenditures by local and national advertisers. Our first fiscal quarter generally produces the lowest net revenue for the year.

Non-GAAP Financial Measures

We use the term “Adjusted EBITDA” throughout this report. Adjusted EBITDA consists of net income (loss) plus income tax expense (benefit), gain (loss) on sale of property and equipment, gain on sale of investment, net interest expense, interest rate swap expense, depreciation and amortization, and impairment of broadcast licenses.

This term, as we define it, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with U.S. generally accepted accounting principles, or GAAP.

In determining our Adjusted EBITDA in past years, we treated deferred compensation expense as a noncash item, because we had the option and the intention to pay such amounts in the common stock of our parent after our parent’s initial public offering. Our first payment became due in 2006 and we have made and will make additional payments in 2007. We have determined that we can no longer meet the conditions necessary to pay the deferred compensation in stock. Accordingly, we have settled our deferred compensation amounts in cash and expect to make the remaining 2007 payment in cash. We have presented prior periods’ Adjusted EBITDA to conform to this current treatment. As a result, Adjusted EBITDA for prior periods may appear as a different amount from what we have reported in prior periods.

Management considers this measure an important indicator of our liquidity relating to our operations, as it eliminates the effects of noncash items. Management believes liquidity is an important measure for our company because it reflects our ability to meet our interest payments under our substantial indebtedness and is a measure of the amount of cash available to grow our company through our acquisition strategy. This measure 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 GAAP, such as cash flows from operating activities, operating income and net income.

We believe Adjusted EBITDA is useful to an investor in evaluating our liquidity and cash flow because:

• it is widely used in the broadcasting industry to measure a company’s liquidity and cash flow without regard to items such as depreciation and amortization and impairment of broadcast licenses. The broadcast industry uses liquidity to determine whether a company will be able to cover its capital expenditures and whether a company will be able to acquire additional assets and broadcast licenses if the company has an acquisition strategy. We believe that, by eliminating the effect of noncash items, Adjusted EBITDA provides a meaningful measure of liquidity.

• it gives investors another measure to evaluate and compare the results of our operations from period to period by removing the impact of noncash expense items, such as depreciation and amortization and impairment of broadcast licenses. By removing the noncash items, it allows our investors to better determine whether we will be able to meet our debt obligations as they become due; and

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• it provides a liquidity measure before the impact of a company’s capital structure by removing net interest expense items.

Our management uses Adjusted EBITDA:

• as a measure to assist us in planning our acquisition strategy;

• in presentations to our board of directors to enable them to have the same consistent measurement basis of liquidity and cash flow used by management;

• as a measure for determining our operating budget and our ability to fund working capital; and

• as a measure for planning and forecasting capital expenditures.

The Securities and Exchange Commission, or SEC, has adopted rules regulating the use of non-GAAP financial measures, such as Adjusted EBITDA, in filings with the SEC and in disclosures and press releases. These rules require non-GAAP financial measures to be presented with and reconciled to the most nearly comparable financial measure calculated and presented in accordance with GAAP. We have included a presentation of net cash provided by operating activities and a reconciliation to Adjusted EBITDA on a consolidated basis under “—Results of Operations”.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to allowance for doubtful accounts, acquisitions of radio and television station assets, intangible assets, deferred compensation and commitments and contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We believe the following accounting policies and the related judgments and estimates affect the preparation of our consolidated financial statements.

Acquisitions of radio and television station assets

Our radio and television station acquisitions have consisted primarily of Federal Communications Commission, or FCC, licenses to broadcast in a particular market (broadcast licenses). We generally acquire the existing format and change it upon acquisition. As a result, a substantial portion of the purchase price for the assets of a radio or television station is allocated to its broadcast license. The allocations assigned to acquired broadcast licenses and other assets are subjective by their nature and require our careful consideration and judgment. We believe the allocations represent appropriate estimates of the fair value of the assets acquired.

Allowance for doubtful accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. A considerable amount of judgment is required in assessing

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the likelihood of ultimate realization of these receivables including our history of write-offs, relationships with our customers and the current creditworthiness of each advertiser. Our historical estimates have been a reliable method to estimate future allowances, with historical reserves averaging approximately 11% of our outstanding receivables. If the financial condition of our advertisers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The effect of an increase in our allowance of 3% of our outstanding receivables as of March 31, 2007, from 11% to 14% or $1.7 million to $2.1 million, would result in a decrease in pre-tax income of $0.4 million for the three months ended March 31, 2007.

Intangible assets

We account for our broadcast licenses in accordance with Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). We believe our broadcast licenses have indefinite useful lives given they are expected to indefinitely contribute to our future cash flows and that they may be continually renewed without substantial cost to us. As such, in accordance with SFAS 142, we review our broadcast licenses for impairment annually during the third quarter of each fiscal year, with additional evaluations performed if potential impairment indicators are noted.

We completed our annual impairment review of our broadcast licenses in the third quarter of 2006 and conducted an additional review of the fair value of some of our broadcast licenses in the second quarter of 2006. For purposes of our impairment testing, the unit of accounting is each individual FCC license or, in situations where there are multiple stations in a particular market that broadcast the same programming (that is, simulcast), it is the cluster of stations broadcasting the programming. We determined the fair value of each of our broadcast licenses by assuming that entry into the particular market took place as of the valuation date and considered the signal coverage of the related station as well as the projected advertising revenues for the particular market(s) in which each station operates. In 2006, we adjusted the projected total advertising revenues to be generated in certain of these markets downward due to a general slowdown in broadcast revenues in those markets, which was partially explained by greater competition for revenues from non-traditional media. We determined the fair value of each broadcast license primarily from projected total advertising revenues for a given market and did not take into consideration our format or management capabilities. As a result, the downward adjustment in projected revenues resulted in a decrease in the fair value of certain of our broadcast licenses. Our revenues are generated predominantly from local and regional advertisers and we believe the decrease in advertising in those markets will come primarily from national advertisers to general market (non-Hispanic) radio and television stations. We had no impairment write-downs for the three months ended March 31, 2007 and 2006.

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. Assumptions about future revenue and cash flows require significant judgment because of the current state of the economy and the fluctuation of actual revenue and the timing of expenses. We develop future revenue estimates based on projected ratings increases, planned timing of signal strength upgrades, planned timing of promotional events, customer commitments and available advertising time. Estimates of future cash flows assume that expenses will grow at rates consistent with historical rates. Alternatively, some stations under evaluation have had limited relevant cash flow history due to planned conversion of format or upgrade of station signal. The assumptions about cash flows after conversion reflect estimates of how these stations are expected to perform based on similar stations and markets and possible proceeds from the sale of the assets. If the expected cash flows are not realized, impairment losses may be recorded in the future. If we experienced a 10% decrease in the fair value of each of our broadcast licenses from that determined at September 30, 2006 (the most recent date a fair value determination was performed for each broadcast license), we would require an additional impairment write-down of approximately $5.5 million.

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Deferred compensation

One of our indirect, wholly owned subsidiaries and our parent, Liberman Broadcasting, have entered into employment agreements with certain employees. In addition to annual compensation and other benefits, these agreements provide the employees with the ability to participate in the increase of the “net value” of Liberman Broadcasting over certain base amounts.

Our deferred compensation liability can increase based on changes in the applicable employee’s vesting percentage and can increase or decrease based on changes in the “net value” of Liberman Broadcasting. We have two deferred compensation components that comprise the employee’s vesting percentage: (i) a component that vests in varying amounts over time; and (ii) a component that vests upon the attainment of certain performance measures (each unique to the individual agreements). We account for the time vesting component over the vesting periods specified in the employment agreements and account for the performance based component when we consider it probable that the performance measures will be attained.

As part of the calculation of the deferred compensation liability, we use the income and market valuation approaches to determine the “net value” of Liberman Broadcasting. The income approach analyzes future cash flows and discounts them to arrive at a current estimated fair value. The market approach uses recent sales and offering prices of similar properties to determine estimated fair value. Based on the “net value” of Liberman Broadcasting as determined in these analyses, and based on the percentage of incentive compensation that has vested (as specified in the employment agreements), we record deferred compensation expense or benefit (and a corresponding credit or charge to deferred compensation liability). As such, estimation of the “net value” of Liberman Broadcasting requires considerable management judgment and the amounts recorded as periodic deferred compensation expense or benefit are dependent on that judgment.

The deferred compensation amounts earned under our employment agreement with a December 31, 2005 “net value” determination date and one of our employment agreements with a December 31, 2006 “net value” determination date were paid in cash during 2006 and the first quarter of 2007, respectively, and we are scheduled to make payments under an employment agreement with “net value” determination date as of December 31, 2006 during 2007, subject to “net value” appraisal results. Depending on the determination of the “net value” of Liberman Broadcasting at December 31, 2006 (the determination date), the amount to be paid in 2007 may be more or less than the amount accrued at March 31, 2007 and deferred compensation expense may be similarly increased or decreased, respectively. We have one other employment agreement with a “net value” determination date of December 31, 2009.

If we assumed no change in the “net value” of Liberman Broadcasting from that at March 31, 2007, we would not expect to record any deferred compensation expense during 2007 relating solely to the time vesting portion of the deferred compensation. The agreements require us to pay the deferred compensation amounts in cash until Liberman Broadcasting’s common stock becomes publicly traded, at which time we may pay these amounts in cash or Liberman Broadcasting’s common stock, at our option.

Commitments and contingencies

We periodically record the estimated impacts of various conditions, situations or circumstances involving uncertain outcomes. These events are called “contingencies,” and our accounting for such events is prescribed by SFAS No. 5, “Accounting for Contingencies.”

The accrual of a contingency involves considerable judgment on the part of our management. We use our internal expertise, and outside experts (such as lawyers), as necessary, to help estimate the probability that a loss has been incurred and the amount (or range) of the loss. We currently do not have

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any material contingencies that we believe require loss accruals; however, we refer you to Note 6 of our condensed consolidated financial statements for discussion of other known contingencies.

Recent Accounting Pronouncements

Statement of Financial Accounting Standards No. 159 - “The Fair Value Option for Financial Assets and Financial Liabilities — including an amendment of FAS 115”. Issued in February 2007, Statement of Financial Accounting Standards No. 159, or SFAS 159, is effective for fiscal years beginning after November 15, 2007. SFAS 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value in situations in which they are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that item’s fair value in subsequent reporting periods must be recognized in current earnings. We are currently evaluating what impact, if any, the adoption of SFAS 159 will have on our financial position, results of operations and cash flows.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995 (the “Act”). You can identify these statements by the use of words like “may,” “will,” “could,” “continue,” “expect” and variations of these words or comparable words. Actual results could differ substantially from the results that the forward-looking statements suggest for various reasons. The risks and uncertainties include but are not limited to:

• our dependence on advertising revenues;

• general economic conditions in the United States;

• our ability to reduce costs without adversely impacting revenues;

• changes in the rules and regulations of the Federal Communications Commission, or FCC;

• our ability to attract, motivate and retain salespeople and other key personnel;

• our ability to successfully convert acquired radio and television stations to a Spanish-language format;

• our ability to maintain FCC licenses for our radio and television stations;

• successful integration of acquired radio and television stations;

• potential disruption from natural hazards;

• our ability to protect our intellectual property rights;

• strong competition in the radio and television broadcasting industries;

• sufficient cash to meet our debt service obligations; and

• our ability to obtain regulatory approval for future acquisitions.

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The foregoing factors are not exhaustive, and new factors may emerge or changes to the foregoing factors may occur that could impact our business. The forward-looking statements in this Quarterly Report, as well as subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf, are hereby expressly qualified in their entirety by the cautionary statements in this Quarterly Report, the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2006 and other documents that we file from time to time with the Securities and Exchange Commission, particularly any Current Reports on Form 8-K. We are not obligated to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, we are exposed to various market risk factors, including fluctuations in interest rates and changes in general economic conditions. Please see “Item 7A. Quantitative and Qualitative Disclosures About Market Risk”, contained in our Annual Report on Form 10-K for the year ended December 31, 2006 for further discussion on quantitative and qualitative disclosures about market risk.

Item 4. Controls and Procedures

As required by SEC Rule 15d-15(b), we carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2007. Based on the foregoing, our President and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

There have been no significant changes in our internal control over financial reporting, identified in connection with the evaluation of such internal control that occurred during our last fiscal quarter, which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In June 2005, eight former employees of Liberman Broadcasting of California LLC (successor in interest to Liberman Broadcasting, Inc., a California corporation), or LBI, our indirect, wholly owned subsidiary, filed suit in Los Angeles Superior Court, alleging claims on their own behalf and also on behalf of a purported class of former and current LBI employees. The complaint alleges, among other things, wage and hour violations relating to overtime pay, and wrongful termination and unfair competition under California Business and Professions Code. Plaintiffs seek, among other relief, unspecified general, treble and punitive damages, as well as profit disgorgement, restitution and their attorneys’ fees. LBI has filed its answer to the complaint, generally denying plaintiffs’ claims and allegations. The plaintiffs have begun conducting discovery and have filed a motion for class certification. On April 16, 2007, LBI and the plaintiffs reached a preliminary settlement. However, the settlement remains in dispute and may not be approved by the court. We intend to oppose that motion for certification and vigorously defend LBI in the lawsuit. Because of the preliminary nature of this matter, we have recorded a litigation reserve in connection with this matter in the amount of $350,000.

We are subject to pending litigation arising in the normal course of its business. While it is not possible to predict the results of such litigation, we do not believe the ultimate outcome of these matters will have a materially adverse effect on our financial position or results of operations.

Item 1A. Risk Factors

In addition to the other information in this report, you should carefully consider the factor below, which could materially affect our business, financial condition or future results. The risks described in this report and our Annual Report on Form 10-K for the year ended December 31, 2006 are not the only risks facing our company.

Some of our future actions may require the consent of minority stockholders of our parent.

In connection with the sale of Liberman Broadcasting’s Class A common stock, our parent, Liberman Broadcasting, and stockholders of Liberman Broadcasting entered into an investor rights agreement on March 30, 2007. Pursuant to this investor rights agreement, some of the minority stockholders of Liberman Broadcasting have the right to consent, in their sole discretion, to certain transactions involving us, Liberman Broadcasting, and our subsidiaries, including, among other things, certain acquisitions or dispositions of assets by us, our parent, or our subsidiaries. As a result, we may not be able to complete certain desired transactions if we are unable to obtain the consent of the required stockholders.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

The following matters were submitted to a vote of the sole security holder of LBI Media, Holdings during the three month period ended March 31, 2007:

On March 30, 2007, the sole stockholder approved by written consent the following matters:

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(a) Adoption of our restated certificate of incorporation;

(b) Adoption of our amended and restated bylaws; and

(c) Election of the following directors to serve alongside Jose Liberman and Lenard Liberman, our existing directors: William Adams, Winter Horton, Bruce Karsh, and Terence O’Toole.

Item 5. Other Information

As previously reported in the Current Report on Form 8-K filed by us on March 30, 2007, affiliates of Oaktree Capital Management LLC and Tinicum Capital Partners II, L.P., purchased shares of Class A common stock of our parent, Liberman Broadcasting, Inc. Net proceeds to Liberman Broadcasting of $117.3 million were used, in part, to repay its junior subordinated notes due 2014 and to redeem related warrants to purchase shares of common stock of LBI Holdings I, Inc. We also received a capital contribution from the net proceeds in the amount of approximately $47.9 million, which we, in turn, contributed to LBI Media.

Liberman Broadcasting is the successor entity to our former parent, LBI Holdings I, Inc., a California corporation. Before the sale of Class A common stock by Liberman Broadcasting and its stockholders, LBI Holdings I merged with and into Liberman Broadcasting, with Liberman Broadcasting being the surviving corporation, effectively reincorporating our parent into a Delaware corporation. After the merger, Liberman Broadcasting became our sole stockholder and we continue to be the sole shareholder of LBI Media.

Before the sale of Class A common stock by Liberman Broadcasting and its stockholders, six of our indirect, wholly owned subsidiaries with California operations were converted into California limited liability companies and our eight other indirect, wholly owned corporate subsidiaries were merged with and into newly formed Delaware limited liability companies that were also our indirect, wholly owned subsidiaries.

In connection with these conversions and mergers of our indirect, wholly owned subsidiaries, the newly formed Delaware limited liability companies became guarantors of LBI Media’s senior subordinated notes due 2012 by entering into a Third Supplemental Indenture, dated as of March 23, 2007, by and among LBI Media, the subsidiary guarantors party thereto and U.S. Bank, N.A., as trustee.

In connection with the sale of stock of Liberman Broadcasting, LBI Media also amended its term loan agreement and senior revolving credit facility pursuant to a First Amendment and Consent to Amended and Restated Term Loan Agreement, dated as of March 16, 2007, among LBI Media, the guarantors party thereto, the lenders party thereto, Credit Suisse, Cayman Islands Branch, as administrative agent, and Credit Suisse, Cayman Islands Branch, as collateral agent, and a First Amendment and Consent to Amended and Restated Credit Agreement, dated as of March 16, 2007, by and among LBI Media, the guarantors party thereto, the lenders party thereto, Credit Suisse Cayman Islands Branch, as administrative agent, and Credit Suisse, Cayman Islands Branch, as collateral agent.

The amendments, among other things, provide the lenders’ consent to the consummation of the sale of stock of Liberman Broadcasting, the merger of our parent to effectively reincorporate it into a Delaware corporation, the repayment of Liberman Broadcasting’s junior subordinated notes due 2014 and the redemption of the related warrants to purchase shares of Liberman Broadcasting’s common stock, the conversions and mergers of our indirect subsidiaries into or with limited liability companies and the related transactions. The amendments also amend certain provisions of LBI Media’s senior revolving credit agreement and term loan agreement, including amendments:

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• in the case of LBI Media’s senior revolving credit agreement, that increase the maximum amount of permitted acquisitions;

• in the case of LBI Media’s senior revolving credit agreement, that increase our flexibility and the flexibility of Liberman Broadcasting, and our subsidiaries to refinance indebtedness (including LBI Media’s senior subordinated notes due 2012 and our senior discount notes due 2013);

• in the case of LBI Media’s senior revolving credit agreement, that increase the amount of indebtedness that can be incurred by us and LBI Media.

The foregoing summary descriptions of the First Amendment and Consent to Amended and Restated Term Loan Agreement, First Amendment and Consent to Amended and Restated Credit Agreement and Third Supplemental Indenture do not purport to be complete and are qualified in their entirety by reference to the agreements attached to this Quarterly Report on Form 10-Q as Exhibits 10.1, 10.2 and 10.6, respectively.

In connection with the sale of Liberman Broadcasting’s Class A common stock on March 30, 2007, Liberman Broadcasting and the stockholders of Liberman Broadcasting entered into an investor rights agreement. Pursuant to that investor rights agreement, Liberman Broadcasting, our sole shareholder, must elect the directors that have been designated as board members of Liberman Broadcasting to our board of directors. Affiliates of Oaktree Capital Management LLC that hold Class A common stock of Liberman Broadcasting have the right to designate one director to Liberman Broadcasting’s board of directors. Tinicum Capital Partners II, L.P. and its affiliates that hold Class A common stock of Liberman Broadcasting have the right to designate one director to Liberman Broadcasting’s board of directors. The holders of Class B common stock of Liberman Broadcasting have the right to designate up to five directors to Liberman Broadcasting’s board of directors. As a result, Liberman Broadcasting must elect these seven designees as members of our board of directors.

Item 6. Exhibits

(a) Exhibits

Exhibit Number	Exhibit Description
3.1	Restated Certificate of Incorporation of LBI Media Holdings, Inc.*
3.2	Amended and Restated Bylaws of LBI Media Holdings, Inc.*
4.1	Indenture dated as of October 10, 2003, by and between LBI Media Holdings, Inc. and U.S. Bank, N.A., as Trustee (1)
4.2	Form of Exchange Note (included as Exhibit A-1 to Exhibit 4.1)
10.1	First Amendment and Consent to Amended and Restated Term Loan Agreement, dated as of March 16, 2007, among LBI Media, Inc., the guarantors party thereto, the lenders party thereto, Credit Suisse, Cayman Islands Branch, as administrative agent, and Credit Suisse, Cayman Islands Branch, as collateral agent. *

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10.2	First Amendment and Consent to Amended and Restated Credit Agreement, dated as of March 16, 2007, by and among LBI Media, Inc., the guarantors party thereto, the lenders party thereto, Credit Suisse Cayman Islands Branch, as administrative agent, and Credit Suisse, Cayman Islands Branch, as collateral agent. *
10.3	Investor Rights Agreement, dated as of March 30, 2007, by and among Liberman Broadcasting, Inc. and each of the stockholders of Liberman Broadcasting, Inc. listed on the signature pages thereto. *
10.4	Termination and Payoff Agreement, dated as of March 26, 2007, by and among LBI Holdings I, Inc., the note holders and warrant holders party thereto and solely with respect to the Voting Agreement (as defined therein), Lenard Liberman, and Jose Liberman, individually and as Trustee of the Liberman Trust dated 11/07/02, as amended. *
10.5	Employment Agreement, dated as of December 18, 2002, by and between LBI Holdings I, Inc. (predecessor in interest to Liberman Broadcasting, Inc.) and Winter Horton, as amended by the Amendment to Employment Agreement dated as of May 17, 2004.*§
10.6	Third Supplemental Indenture, dated March 23, 2007, among LBI Media, Inc., the Subsidiary Guarantors listed therein and U.S. Bank, N.A., as Trustee *
31.1	Certification of President pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 *
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 *

* Filed herewith.

^§ Certain portions of this exhibit have been omitted pursuant to a confidential treatment request filed separately with the Securities and Exchange Commission.

(1) Incorporated by reference to LBI Media Holdings, Inc.’s Registration Statement on Form S-4 (Registration No. 333-110122) filed on October 30, 2003, as amended.

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SIGNATURE

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

LBI MEDIA HOLDINGS, INC.
By:	/s/ Lenard D. Liberman
	Lenard D. Liberman
	Executive Vice President, Chief Financial Officer and Secretary

Date: May 15, 2007

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EX-3.1

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

OF

LBI MEDIA HOLDINGS, INC.

This Restated Certificate of Incorporation of LBI Media Holdings, Inc. (the “Corporation”), was duly adopted in accordance with the provisions of Sections 141, 242 and 245 of the Delaware General Corporation Law. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on June 23, 2003. The text of the Corporation’s Certificate of Incorporation as heretofore amended is hereby restated and further amended to read in its entirety as follows:

ARTICLE 1

The name of the Corporation is LBI Media Holdings, Inc.

ARTICLE 2

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the Corporation’s registered agent at such address The Corporation Trust Company.

ARTICLE 3

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the "GCL").

ARTICLE 4

The total number of shares of all classes of stock which the Corporation shall have authority to issue is 1,000 shares of Common Stock, $.01 par value per share (the “Common Stock”).

ARTICLE 5

The business and affairs of the Corporation shall be managed by and under the direction of the Board of Directors of the Corporation (the “Board”).

ARTICLE 6

(A) Limitation of Liability.

(1) To the fullest extent permitted by the GCL as it now exists or may hereafter be amended, no director of the Corporation shall be liable to the

1

Corporation or its stockholders for monetary damages arising from a breach of fiduciary duty owed to the Corporation or its stockholders.

(2) Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

(B) Right to Indemnification

The Corporation shall, to the fullest extent permitted by the GCL, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under the GCL from and against any and all of the expenses, liabilities, or other matters referred to in or covered by the GCL. The indemnification right outlined in this Section (B) will continue as to a person who has ceased to be a director, officer, employee or agent. Further, the indemnification right will inure to the benefit of such indemnitee’s estate, heirs, executors and administrators. The Corporation is authorized to provide by bylaw, agreement or otherwise for indemnification of directors, officers, employees and agents for breach of duty to the Corporation and its stockholders in excess of the indemnification otherwise permitted by applicable law.

ARTICLE 7

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE 8

In addition to the other powers expressly granted by statute, the Board shall have the power to adopt, repeal, alter or amend the bylaws of the Corporation.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, the undersigned have executed this Restated Certificate of Incorporation on this 30 day of March, 2007.

/S/ JOSE LIBERMAN

Name: Jose Liberman

Title: Chairman and President

/S/ LENARD D. LIBERMAN

Name: Lenard D. Liberman

Title: Executive Vice President, Chief Financial Officer and Secretary

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

OF

LBI MEDIA HOLDINGS, INC.,

A DELAWARE CORPORATION

ARTICLE I

OFFICES

Section 1.1 Principal Office.

(a) The principal executive office of LBI Media Holdings, Inc. (herein called the “Corporation”) shall be at such place established by the Board of Directors (the “Board”) in its discretion.

(b) The Board shall have full power and authority to change the location of the principal executive office.

Section 1.2 Registered Office.

The registered office in the State of Delaware is hereby fixed and located at The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The Board is hereby granted full power and authority to change the place of said registered office within the State of Delaware.

Section 1.3 Other Offices.

The Corporation may also have from time to time branch or substitute offices at such other places as the Board may deem appropriate.

ARTICLE II

STOCKHOLDERS’ MEETINGS

Section 2.1 Place.

Meetings of the stockholders shall be at such place within or outside the State of Delaware as the Board shall designate by resolution. In the absence of such designation, stockholders’ meetings shall be held at the principal executive office of the Corporation.

Section 2.2 Annual Meetings.

The annual meeting of the stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held at such time, date and place as determined by resolution of the Board.

Notice of each meeting of the stockholders shall be given by the Corporation either personally or by mail or other lawful means to each stockholder of record entitled to vote at such meeting not less than ten (10) days nor more than sixty (60) days before each annual meeting. Such notices shall specify the place, the day and the hour of such meeting, the names of the nominees for election and those matters which the Board intends to present for action by

the stockholders, and shall state such other matters, if any, as may be expressly required by statute. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such stockholder’s address as it appears on the books of the Corporation. Without limiting the foregoing, any notice to stockholders given by the Corporation pursuant to these Amended and Restated Bylaws (as may be further amended, restated, modified or supplemented from time to time, the “Bylaws”) shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any previously scheduled annual meeting of the stockholders may be postponed by resolution of the Board.

Section 2.3 Special Meetings.

Special meetings of the stockholders, for any purpose or purposes, prescribed in the notice of the meeting, may be called at any time only by a majority of the total number of directors, the Chairman of the Board, the Chief Executive Officer, the President or the Executive Vice President. Said notice shall specify the purpose for which such special meeting is called. Such meetings shall be held at the place, on the date and at the time as they or he or she shall fix. Unless otherwise required by Delaware General Corporation Law (“DGCL”), the written notice of any special meeting shall be given to the stockholders not less than ten (10) nor more than sixty (60) days before the date of the meeting. No business shall be transacted at a special meeting except as stated in the notice sent to stockholders.

Section 2.4 Waiver of Notice.

Transactions at a meeting of stockholders, however called and noticed and wherever held, shall be valid as though transacted at a meeting duly held after regular call and notice if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present at the meeting in person or by proxy, to the extent such person did not receive proper notice, gives a waiver of notice. Attendance by a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required by law to be in the notice of the meeting but not so included, if that objection is expressly made at the meeting. All such waivers, consents, or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. The waiver of notice need not specify either the business to be transacted or the purpose of any annual or special meeting of stockholders.

Section 2.5 Quorum.

A majority of the voting power of the outstanding shares of stock entitled to vote at the meeting, represented in person or by proxy, constitutes a quorum for the transaction of business. No business may be transacted at a meeting in the absence of a quorum other than the adjournment of such meeting. If a quorum is present at a meeting, the affirmative vote of a majority of the voting power of the outstanding shares of stock entitled to vote at the meeting, represented at the meeting shall be the act of the stockholders unless the vote of a larger number is required by law, the Corporation’s Restated Certificate of Incorporation (as may be further amended, restated, modified or supplemented from time to time, the “Certificate of

Incorporation”) or these Bylaws. If a quorum is present at the commencement of a meeting but the withdrawal of stockholders results in less than a quorum, the meeting shall be adjourned and the stockholders may not continue to transact business (other than to adjourn the meeting).

Section 2.6 Notice of Adjourned Meetings.

Any meeting of stockholders, whether or not a quorum is present, may be adjourned to a later date and time and at the same or a different place by the Chairman of the Board or by the vote of a majority of the voting power of the outstanding shares of stock entitled to vote at the meeting that are represented at the meeting. If the adjournment is for more than ten (10) days, or if after the adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting in accordance with the notice provisions for a stockholder meeting.

Notwithstanding the foregoing, notice of an adjourned meeting need not be given to any stockholder present at the meeting at which the adjournment is taken if (a) the meeting is adjourned for ten (10) days or less, (b) the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken, and (c) no new record date is fixed for the adjourned meeting. Otherwise, notice of the adjourned meeting shall be given as in the case of an original meeting.

Section 2.7 Voting.

Except as provided below or as otherwise provided by the Certificate of Incorporation or Bylaws, a stockholder shall be entitled to one vote for each share held of record on the record date fixed for the determination of the stockholders entitled to vote at a meeting or, if no such date is fixed, the date determined in accordance with law. If any share is entitled to more or less than one vote on any matter, all references herein to a majority or other proportion of shares shall refer to a majority or other proportion of the voting power of shares entitled to vote on such matter. The Board, in its discretion, or the officer presiding at a meeting of stockholders in his discretion, may require that any votes cast at such meeting, including a vote for directors, be by written ballot.

Section 2.8 Participation at Stockholder Meetings by Remote Communications

If authorized by the Board in its sole discretion, and subject to such guidelines and procedures as the Board may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

(a) participate in a meeting of stockholders; and

(b) be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by remote communication, provided that (i) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any

stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

Section 2.9 Proxies.

Except as otherwise provided in the Certificate of Incorporation or these Bylaws, every person entitled to vote shares may be represented at any meeting of stockholders by a written proxy executed by such person entitled to vote, or such person’s authorized officer, director, employee, agent or duly authorized attorney-in-fact. Any proxy duly executed is not revoked and continues in full force and effect until revoked by the person executing it prior to the vote pursuant thereto. Such revocation may be effected (i) by a writing delivered to the Secretary of the Corporation stating that the proxy is revoked, (ii) by a subsequent proxy executed by the person executing the prior proxy and presented to the meeting or (iii) by attendance at the meeting and voting in person by the person executing the proxy; provided, however, that no proxy shall be valid after the expiration of three (3) years from the date of its execution unless otherwise provided in the proxy.

Section 2.10 Inspectors of Election.

(a) In advance of a meeting of stockholders, the Board may appoint inspectors of election to act at the meeting. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the Chairman of the Board or the chairman of the meeting, as the case may be, may, and on request of a stockholder shall, appoint inspectors of election (or persons to replace those who so fail or refuse) for the meeting. The number of inspectors shall be either one or three. If appointments are to be made at a meeting on the request of a stockholder, the majority of the voting power of the outstanding shares of common stock represented in person or by proxy, shall determine whether the number of inspectors shall be one or three. Each inspector, before discharging his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability.

(b) Such inspectors of election shall (i) determine the number of shares outstanding, the number of shares represented at the meeting, the voting power of each share, the existence of a quorum, and the authenticity, validity and effect of proxies; (ii) receive votes, ballots, or consents; (iii) hear and determine all challenges and questions arising in connection with the right to vote; (iv) count and tabulate votes or consents; (v) determine when the polls shall close; (vi) determine the result of an election; (vii) determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; (viii) certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots; (ix) do such other acts as may be proper in order to conduct the election with fairness to all stockholders; and (x) perform such other duties as may be prescribed by law. If there are three inspectors of election, the decision, act or certificate of a majority shall be effective in all respects as the decision of all.

Section 2.11 Action without Meeting.

Subject to Section 228 of Delaware General Corporation Law (“DGCL”), any action which may be taken at any annual or special meeting of stockholders may be taken

without a meeting, without prior notice and without a vote if a consent in writing setting forth the action so taken, shall be signed by the stockholders having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all the shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 2.12, the record date for determining stockholders entitled to give consent pursuant to this Section 2.11, when no prior action by the Board has been taken, shall be the day on which the first written consent is given.

Section 2.12 Record Date.

The Board may fix a time, in the future, not more than sixty (60) nor less than ten (10) days prior to the date of any meeting of stockholders, nor more than sixty (60) days prior to the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting, or entitled to receive any such dividend or distribution, or such allotment of rights, or to exercise the rights in respect to any such change, conversion, or exchange of shares. Only stockholders of record on the date so fixed shall be entitled to notice of and to vote at such meeting or to receive such dividend, distribution or allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as aforesaid. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting unless the Board fixes a new record date.

ARTICLE III

DIRECTORS

Section 3.1 Powers and Duties.

The business and affairs of the Corporation shall be managed and all corporate powers shall be exercised, by or under the direction of the Board, subject to any limitations contained in these Bylaws, the Certificate of Incorporation, DGCL and any other agreements entered into by the Corporation. The Board may delegate the management of the day-to-day operation of the business of the Corporation, provided that the business and affairs of the Corporation shall remain under the ultimate direction of the Board.

Section 3.2 Number of Directors.

The number of directors of the Corporation shall be not less than four nor more than eight. The exact number of directors shall be fixed from time to time by the Board.

Section 3.3 Continuing Directors.

In the event of any increase or decrease in the authorized number of directors each director then serving as such shall nevertheless continue as a director until the expiration of his current term, or his prior death, retirement, resignation or removal.

Section 3.4 Nominations.

Except as otherwise provided by the Investor Rights Agreement dated as of March 30, 2007 by and among Liberman Broadcasting, Inc. and the other stockholders party thereto, as the same may be amended from time to time (the “Investor Rights Agreement”), the Board shall have the power and authority to nominate candidates for election to the Board. Otherwise, the stockholders shall have the power and authority to nominate candidates for election to the Board in accordance with the Investor Rights Agreement and applicable law.

Section 3.5 Election and Term of Office.

The directors shall be elected at each annual meeting of the stockholders, but if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected by written consent of the holders of not less than a majority of the voting power of the outstanding shares of common stock or a majority of the directors then in office, in each case, so long as the identity of the directors so elected complies with the requirements set forth in the Investor Rights Agreement, if such agreement is then in effect and contains requirements with respect to the identity of directors that are then in effect. Each director shall hold office until the next annual meeting and each director shall serve until his successor is duly elected and qualified or until his death, resignation or removal.

Section 3.6 Resignation.

A director may resign by giving written notice to the Board, the Chairman of the Board, the Chief Executive Officer, the President, the Executive Vice President, or the Secretary. Such resignation shall take effect upon receipt of such notice or at a later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If the resignation of a director is effective at a future time, the Board may elect a successor to take office when the resignation becomes effective.

Section 3.7 Vacancies.

Should a vacancy occur or be created on the Board through an increase in the exact number of directors within the authorized range set forth in Section 3.2, such vacancy shall be filled in accordance with the Investor Rights Agreement and applicable law or, if such agreement is not then in effect or does not provide for the manner in which such vacancy shall be filled, by a majority vote of then serving directors or by an affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares of common stock. If, during the interval between annual meetings of stockholders for the election of directors, any vacancies exist or are created, by reason of resignation, death or removal, the vacancy or vacancies in the directors may be filled in accordance with the Investor Rights Agreement and applicable law or, if such agreement is not then in effect or does not provide for the manner in which such vacancy shall be filled, by a majority vote of the remaining directors or by an affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares of common stock.

Section 3.8 Place of Meeting.

The Board may by resolution designate a place within or without the State of Delaware, including a location in Burbank, California or any other location, where a regular or special meeting of the Board shall be held. In the absence of such designation, meetings of the Board shall be held at the principal executive office of the Corporation.

Section 3.9 Meetings by Conference Telephone.

A meeting of the Board may be held through the use of conference telephone or other communications equipment, so long as all members participating in such meeting can hear one another. Participation in such a meeting shall constitute presence at such meeting. Directors are entitled to participate in any and all Board meetings through the use of conference telephone or other communications equipment. No director shall be excluded from any Board meeting or any portion of a Board meeting because such director elects to participate through the use of conference telephone or other communications equipment and the Corporation shall make all necessary arrangements to allow directors to participate in Board meetings through the use of a conference telephone or other communications equipment. No notice of meeting shall require any director to attend a Board meeting in person.

Section 3.10 Meetings.

Meetings of the Board shall be held at the times fixed by resolutions of the Board or upon call of the Chairman of the Board, the Chief Executive Officer, the President or, if there is no President, the Executive Vice President. The Secretary or officer performing his or her duties shall give reasonable notice (which shall not in any event be less than two (2) days notice delivered by mail, personally or by telephone, including a voice messaging system or by electronic transmission by the Corporation) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolution of the Board. Meetings may be held at any time without notice if all of the directors are present or if those not present waive notice either before or after the meeting. Notice by mail, facsimile, telegraph or electronic transmission to the usual business, electronic mail or residence address of the directors not less than the time above specified before the meeting shall be sufficient.

Section 3.11 Waiver of Notice.

Transactions at any meeting of the Board, however called and noticed and wherever held, shall be valid as though transacted at a meeting duly held, after regular call and notice, if (i) a quorum is present, (ii) no director present protests lack of notice prior to or at the commencement of the meeting, and (iii) each director who did not receive proper notice and who is not present at the meeting gives a written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof whether before or after the meeting. All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section  3.12 Quorum.

A majority of the authorized number of directors shall constitute a quorum for the transaction of business. Except as otherwise provided by the Certificate of Incorporation or

these Bylaws, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board.

Section 3.13 Adjournment and Notice Thereof.

Any meeting of the Board, whether or not a quorum is present, may be adjourned by a majority vote of the directors present. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment; provided, however, notice of time and the place of holding an adjourned meeting to be held on the same calendar day need not be given to absent directors if the time and place are fixed at the adjourned meeting.

Section 3.14 Action Without Meeting.

Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board individually or collectively consent to such action in writing. Any consent in writing or by electronic transmissions shall be filed with the minutes of the proceedings of the Board. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such action by written consent shall have the same force and effect as a unanimous vote of the directors at a duly held meeting of the Board.

Section 3.15 Expense Reimbursement and Compensation.

Directors and members of committees may be paid such compensation, if any, for their services and such reimbursement for expenses, as may be fixed or determined by resolution of the Board. This Section 3.15 shall not be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise, and receiving compensation for those services.

Section 3.16 Committees.

(a) The Board may, by resolution adopted by a majority of the authorized number of directors, (i) designate one or more committees, each consisting of two or more directors, to serve at the pleasure of the Board and (ii) designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of a committee of the Board, the other members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board to act in the place of such absent or disqualified member.

To the extent permitted by resolution of the Board, a committee may exercise all of the authority of the Board to the extent permitted by Section 141(c)(2) of DGCL, except with respect to:

(1) the approval, adoption or recommendation of any action which, under DGCL, also requires stockholders’ approval or approval of the outstanding shares;

(2) the filling of vacancies on the Board or in any committee;

(3) the fixing of compensation of the directors for serving on the Board or on any committee;

(4) the amendment or repeal of these Bylaws or the adoption of new bylaws;

(5) the amendment or repeal of any resolution of the Board which by such resolution’s express terms is not so amendable or repealable;

(6) a distribution to the stockholders of the Corporation, except at a rate or in a periodic amount or within a price range set forth in the Certificate of Incorporation or determined by the Board; or

(7) the appointment of any other committees of the Board or the members of these committees.

(b) Meetings and action of committees shall be governed by, and held and taken in accordance with, the provisions of Article III of these Bylaws, Section 3.8 (place of meeting), Section 3.9 (meetings by conference telephone), Section 3.10 (meetings), Section 3.11 (waiver of notice), Section 3.12 (quorum), Section 3.13 (adjournment and notice thereof), and Section 3.14 (action without meeting), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board and its members, except that the time of regular meetings of committees may be determined either by resolution of the Board or by resolution of the committee; special meetings of committees may also be called by resolution of the Board or by resolution of the committee; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the governance of any committee not inconsistent with the provisions of these Bylaws.

Section 3.17 Right of Inspection.

Each director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the Corporation and its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and includes the right to copy and make extracts.

ARTICLE IV

OFFICERS

Section 4.1 Officers.

The Corporation shall have (i) a Chairman of the Board or a Chief Executive Officer (or both), (ii) a Secretary, and (iii) a Chief Financial Officer. The Corporation may also have, at the discretion of the Board, a President, an Executive Vice President, one or more Vice Presidents, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as the Board may deem appropriate. Any number of offices may be held by the same person.

Section 4.2 Additional Officers.

Officers other than the Chairman of the Board, the Chief Executive Officer, the Executive Vice President, the Secretary, and the Chief Financial Officer are herein referred to as “Additional Officers”. The Board may elect, and may empower the Chairman of the Board, the Chief Executive Officer, the President or the Executive Vice President to appoint, such Additional Officers as the Board may deem appropriate. Each Additional Officer shall hold office for such period, shall have such authority, and shall perform such duties, as are provided in these Bylaws or as the Board may designate.

Section 4.3 Election and Term.

Except as otherwise herein provided, the officers of the Corporation shall be elected by the Board at its regular organizational meeting or at a subsequent meeting. Subject to the rights, if any, of an officer under any contract of employment, each officer shall hold office at the pleasure of the Board, or until his death, resignation or removal.

Section 4.4 Resignation and Removal.

(a) An officer may resign at any time by giving written notice to the Corporation. Such resignation shall be without prejudice to any rights the Corporation may have under any contract to which the officer is a party. Such resignation shall take effect upon the receipt of such notice or at a later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

(b) The Board may remove any officer with or without cause, and such action shall be conclusive upon the officer so removed. The Board may authorize any officer to remove subordinate officers. Any removal shall be without prejudice to rights the officer may have under any employment contract with the Corporation.

Section 4.5 Vacancies.

A vacancy in any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed in these Bylaws for election or appointment to such office.

Section 4.6 Chairman of the Board.

The Chairman of the Board shall preside at all meetings of the Board at which he or she is present and shall exercise and perform such other powers and duties as may be prescribed by the Board or these Bylaws.

Section 4.7 Chief Executive Officer.

The Chief Executive Officer of the Corporation shall have and be vested with general supervisory power and authority over the business and affairs of the Corporation. He or she shall see that all orders and resolutions of the Board are carried into effect. He or she shall sign or countersign or authorize another officer of the Corporation to sign all certificates contracts, and other instruments of the Corporation as authorized by the Board, shall make

reports to the Board and stockholders and shall perform all such other duties as may be directed by the Board or these Bylaws.

The President shall, in the event of absence, disability or refusal to act of the Chief Executive Officer, perform the duties and exercise the powers of the Chief Executive Officer, and shall have such powers and discharge such duties as may be assigned from time to time by the Board.

Section 4.8 President; Executive Vice President.

The President shall have and be vested with general supervisory power and authority over the business and affairs of the Corporation and shall perform all such duties as may be directed by the Board or these Bylaws, subject at all times to the authority of the Chief Executive Officer. The President shall also have and exercise all of the duties, power and authority prescribed for the Chief Executive Officer except with respect to such specific authority as is reserved for the Chief Executive Officer.

The Executive Vice President shall have and be vested with general supervisory power and authority over the business and affairs of the Corporation and shall perform all such duties as may be directed by the Board or these Bylaws, subject at all times to the authority of the Chief Executive Officer and the President. The Executive Vice President shall also have and exercise all of the duties, power and authority prescribed for the Chief Executive Officer and the President except with respect to such specific authority as is reserved for the Chief Executive Officer or the President.

Section 4.9 Vice Presidents.

Vice Presidents shall have such powers and duties as may be prescribed by the Board, the Chairman of the Board, the Chief Executive Officer, the President or the Executive Vice President.

Section 4.10 Chief Financial Officer; Treasurer.

The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and shares. The books of account shall at all reasonable times be open to inspection by any director.

The Chief Financial Officer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositaries as may be designated by the Board. He or she shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the Chief Executive Officer, the President, the Executive Vice President, and directors, whenever they request it, an account of all of his transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall have other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

If there be any Treasurer, the Treasurer shall, in the event of absence, disability or refusal to act of the Chief Financial Officer, perform the duties and exercise the powers of the

Chief Financial Officer, and shall have such powers and discharge such duties as may be assigned from time to time by the Chief Executive Officer, the President or the Executive Vice President or by the Board.

Section 4.11 Secretary.

(a) The Secretary shall keep or cause to be kept full and accurate records of all meetings of stockholders and all meetings of directors. Such records shall include books of minutes of all meetings of stockholders, meetings of the Board, and meetings of committees. The information in such books of minutes shall include the names of those present at Board and committee meetings and the number of shares represented at stockholders’ meetings.

(b) The Secretary shall give or cause to be given notice of all meetings of stockholders, of the Board, and of any committees, whenever such notice is required by law or these Bylaws.

(c) The Secretary shall keep or cause to be kept at the principal executive office, or at the office of the Corporation’s transfer agent or registrar if either be appointed, a share register, or a duplicate share register, showing the names of the stockholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for such shares, and the number and date of cancellation of every certificate surrendered for cancellation.

(d) The Secretary shall keep or cause to be kept a copy of these Bylaws of the Corporation at the principal executive office or business office.

(e) The Secretary shall keep the corporate seal in safe custody.

(f) The Secretary shall have all the powers and duties ordinarily incident to the office of a secretary of a corporation and such other duties as may be prescribed by the Board.

(g) If there be any Assistant Secretaries, one or more Assistant Secretaries, in order of seniority, shall, in the event of the absence, disability or refusal to act of the Secretary, perform the duties and exercise the powers of the Secretary, and shall have such powers and discharge such duties as may be assigned from time to time by the Chief Executive Officer, the President or the Executive Vice President or by the Board.

Section 4.12 Compensation.

The Board may fix, or may appoint a committee to fix, the compensation of all officers and employees of the Corporation. The Board may authorize any officer upon whom the power of appointing subordinate officers may have been conferred to fix the compensation of such subordinate officers.

ARTICLE V

DIVIDENDS AND FINANCE

Section 5.1 Dividends.

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation.

Section 5.2 Fiscal Year.

The fiscal year of the Corporation shall begin the first day of January and end on the last day of December of each year.

ARTICLE VI

INDEMNIFICATION

Section 6.1 Right to Indemnification.

The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he, or a person for whom he is the legal representative, is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, duly authorized attorney-in-fact, or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. The Corporation shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of the Corporation.

Section 6.2 Prepayment of Expenses.

The Corporation shall pay the expenses (including attorneys’ fees) incurred in defending any proceeding in advance of its final disposition, provided, however, that the payment of expenses incurred by a director or officer in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the director or officer to repay all amounts advanced if it should be ultimately determined that the director or officer is not entitled to be indemnified under this Article or otherwise.

Section 6.3 Non-Exclusivity of Rights.

The rights conferred on any person by this Article VI shall not be exclusive of any other rights which such person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise. All rights to indemnification under this Article VI shall be deemed to be a contract between the Corporation and each director and officer of the Corporation who serves

or served in such capacity or is or was serving at the request of the Corporation as a director, officer, employee, duly authorized attorney-in-fact, or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity at any time while this Article VI is in effect. Any repeal or modification of this Article VI or any repeal or modification of relevant provisions of applicable laws shall not in any way diminish any rights to indemnification of such person or the obligations of the Corporation arising hereunder with respect to any proceeding arising out of, or relating to, any actions, transactions or facts occurring prior to the final adoption of such modification or repeal.

Section 6.4 Reliance.

Any Person who after the date of the adoption of this provision becomes or remains a director or officer of the Corporation or who, while a director or officer of the Corporation, becomes or remains at the request of the Corporation a director, officer, employee, duly authorized attorney-in-fact or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, shall be conclusively presumed to have relied on the rights to indemnity, advance of expenses and other rights contained in this Article VI in entering into or continuing such service. The rights to indemnification and to the advance of expenses conferred in this Article VI shall apply to claims made against an indemnitee arising out of acts or omissions which occurred or occur both prior and subsequent to the adoption hereof.

Section 6.5 Savings Clause.

If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each person entitled to indemnification under the first paragraph of this Article VI as to all expense, liability and loss (including attorneys’ fees and related disbursements, judgments, fines, ERISA excise taxes and penalties, penalties and amounts paid or to be paid in settlement) actually and reasonably incurred and suffered by such person and for which indemnification is available to such person pursuant to this Article VI to the full extent permitted by any applicable portion of this Article VI that shall not have been invalidated and to the full extent permitted by applicable law.

Section 6.6 Other Indemnification.

The Corporation’s obligation, if any, to indemnify any person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall be reduced by any amount such person may collect as indemnification from such other corporation, partnership, joint venture, trust or other enterprise.

Section 6.7 Insurance.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation, or such person who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under Delaware law.

Section 6.8 Amendment or Repeal.

Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection under this Article VI of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

MISCELLANEOUS

Section 7.1 Maintenance of Share Register.

The Corporation shall keep at its principal executive office, or at the office of its transfer agent or registrar, if either be appointed and as determined by resolution of the Board, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of shares held by each stockholder.

Section 7.2 Interested Directors; Quorum.

No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (1) the material facts as to such director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; (2) the material facts as to such director’s or officer’s relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board, a committee thereof, or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which authorizes the contract or transaction.

Section 7.3 Registered Stockholder.

Registered stockholders only shall be entitled to be treated by the Corporation as the holders in fact of the shares standing in their respective names and the Corporation shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as expressly provided by DGCL.

Section 7.4 Inspection of Bylaws.

The Corporation shall keep at its principal executive office the original or a copy of these Bylaws as amended to date, which copy shall be open to inspection by stockholders at reasonable times during office hours.

Section 7.5 Certificates of Stock.

(a) Every holder of shares of the Corporation shall be entitled to receive upon written request certificates certifying the number of shares and the class or series of such shares owned by the stockholder. Each certificate shall be signed in the name of the Corporation by (i) the Chairman of the Board, the Chief Executive Officer, the President or the Executive Vice President and (ii) the Secretary, any Assistant Secretary, the Chief Financial Officer, any Assistant Chief Financial Officer of the Corporation, Treasurer or any Assistant Treasurer. Any of the signatures on the certificate may be facsimile. If any officer, transfer agent or registrar whose signature appears on the certificate shall cease to be such an officer, transfer agent or registrar before such certificate is issued, the certificate may be issued by the Corporation with the same effect as if such person continued to be an officer, transfer agent or registrar at the date of issue.

(b) To the fullest extent permitted by law, certificates for shares may be issued prior to full payment under such restrictions and for such purposes as the Board may lawfully provide; provided, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereof shall be stated.

(c) Except as provided in this Section 7.5, no new certificate for shares shall be issued in lieu of an old one unless the old certificate is surrendered and canceled at the same time. The Corporation may, however, in case any certificate is alleged to have been lost, stolen or destroyed, authorize the issuance of a new certificate in lieu thereof; and the Corporation may require that the Corporation be given a bond or other adequate security sufficient to indemnify the Corporation against any claim that may be made against it (including expense or liability) on account of the alleged loss, theft or destruction of such certificate or the issuance of such new certificate.

(d) Prior to due presentation of transfers for registration in the stock transfer book of the Corporation, the registered owner of shares shall be treated as the person exclusively entitled to vote, to receive notice, and to exercise all other rights and receive all other entitlements of stockholders, except as may be provided otherwise by Delaware law.

Section 7.6 Representation of Shares of Other Corporations.

The Chairman of the Board, the Chief Executive Officer, the President, the Executive Vice President, the Secretary, the Chief Financial Officer and such other officers as the Board may designate by resolution are each authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person so authorized to do by proxy or power of attorney duly elected by said officer.

Section 7.7 Stock Purchase Plan.

The corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for such consideration as may be fixed of its unissued shares, or of issued shares acquired or to be acquired, to one or more of the employees or directors of the corporation or of a subsidiary or to a trustee on their behalf and for the payment for such shares in installments or at one time, and may provide for aiding any such persons in paying for such shares by compensation for services rendered, promissory notes or otherwise.

Any such stock purchase plan or agreement or stock option plan or agreement may include, among other features, the fixing of eligibility for participation therein, the class and price of shares to be issued or sold under the plan or agreement, the number of shares which may be subscribed for, the method of payment therefor, the reservation of title until full payment therefor, the effect of the termination of employment, an option or obligation on the part of the corporation to repurchase the shares upon termination of employment, restrictions upon transfer of the shares, the time limits of and termination of the plan, and any other matters, not in violation of applicable law, and may be included in the plan as approved or authorized by the Board or any committee of the Board.

Section 7.8 Construction.

Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in DGCL shall govern the construction of these Bylaws. Without limiting the generality of this provision, the singular includes the plural, plural number includes the singular, and the term “person” includes both a corporation and a natural person.

Section 7.9 Amendment of These Bylaws.

Subject to restrictions contained in the Certificate of Incorporation, these Bylaws, or any of them, may be amended, altered or repealed and new Bylaws may be adopted, in each case in any manner not inconsistent with DGCL or the Certificate of Incorporation, by the affirmative vote of at least a majority of the members of the Board or by the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of common stock of the Corporation. Notwithstanding the foregoing, no amendment, modification or waiver shall be binding or effective with respect to this Section 7.9 without the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares of common stock of the Corporation.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT AND CONSENT

TO AMENDED AND RESTATED TERM LOAN AGREEMENT

FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of March 16, 2007 (this “Amendment”), among LBI MEDIA, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), and as Collateral Agent (in such capacity, the “Collateral Agent”).

WHEREAS, the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and the lenders from time to time party thereto are party to the Term Loan Agreement referred to below;

WHEREAS, the Borrower wishes to convert fourteen of its wholly-owned Subsidiaries into limited liability companies, including eight of such Subsidiaries that will be converted by means of merging such Subsidiaries into newly-formed Delaware limited liability companies, which are listed on Schedule 1 hereto (the “New Delaware LLCs”), with each such New Delaware LLC surviving such merger (the “Delaware Mergers”);

WHEREAS, after the Delaware Mergers, LBI Holdings I, Inc., a California corporation, will merge with and into Liberman Broadcasting, Inc., a Delaware corporation (“New Holdings”), with New Holdings as the surviving corporation (the “Holdings Merger”);

WHEREAS, immediately upon the consummation of the Holdings Merger, New Holdings will amend and restate its Certificate of Incorporation and issue certain shares of Class A Common Stock pursuant to the Investment Agreement, and will thereupon consummate the Alta Repayment (as defined below);

WHEREAS, in connection with the Private Equity Issuance (as defined below) and the other Private Equity Related Transactions (as defined below), the Borrower has requested the amendment of the Term Loan Agreement and certain of the other Loan Documents (as defined below) and the consents set forth herein; and

WHEREAS, on the terms and subject to the conditions set forth herein, the Lenders and the Administrative Agent and the Collateral Agent are willing to so amend the Term Loan Agreement and such other Loan Documents and grant the consents set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereto hereby agree as follows:

1. REFERENCE TO TERM LOAN AGREEMENT; DEFINITIONS.

(a) Reference is made to the Amended and Restated Term Loan Agreement dated as of May 8, 2006 (the “Term Loan Agreement”), among the Borrower, the Guarantors, the lenders from time to time party thereto, the Administrative Agent and the Collateral Agent.

(b) The terms “Alta Repayment”, “Assumption Agreement”, “Entity Conversion”, “Holdings Merger Agreement”, “Investment Agreement”, “Private Equity Issuance”, “Private Equity Issuance Documents”, “Private Equity Related Transactions” and “Termination Agreement” have the meanings specified in Exhibit A hereto.

(c) Capitalized terms used herein which are defined in the Term Loan Agreement have the same meanings herein as therein, except to the extent that such meanings are amended hereby.

2. AMENDMENTS. Effective upon (i) the satisfaction of the conditions set forth in Section 5.1 below and the consummation of the Entity Conversion (in the case of Section 2(b)) and (ii) the satisfaction of the conditions set forth in Section 5 below (in the case of Section 2(a) and Section 2(c)):

(a) The Term Loan Agreement (but not the exhibits or schedules thereto) is hereby amended in its entirety to read as set forth in Exhibit A hereto.

(b) The Loan Documents are hereby amended by inserting the schedules attached as Annex I hereto in the place of the corresponding schedules to such Loan Documents, inserting Exhibit P attached as Annex II hereto in the place of Exhibit P to the Term Loan Agreement and deleting Exhibit F to the Term Loan Agreement. The Security Agreement is hereby amended by deleting Schedule VII thereto, and by deleting subsections 6(k) and 6(l) thereof. From and after the effectiveness of such amendment, references in the Loan Documents to Schedule VII to, and to subsections 6(k) and 6(l) of, the Security Agreement shall be of no further effect.

(c) All references to “capital stock” in the Loan Documents shall be deemed to include capital stock of corporations, limited liability company or membership interests in limited liability companies, partnership interests in general or limited, and similar interests of any other entity, in each case, other than Equity Rights.

3. CONSENTS.

Effective upon (i) the satisfaction of the conditions set forth in Section 5 below (in the case of Section 3(a)) and (ii) the satisfaction of the condition set forth in Section 5.1 below (in the case of Section 3(b)), as applicable:

(a) Notwithstanding anything in any of the Loan Documents (including the Alta Subordination Agreement and the Investor Subordination Agreement, including Sections 3.1, 3.2, 3.6(b) and (d), 4 and 8(b) of the Alta Subordination Agreement and Sections 4 and 7 of the Investor Subordination Agreement) to the contrary, the Administrative Agent and the Lenders hereby (1) consent to (and waive any Defaults or Events of Default that would result from) the Alta Repayment and the Holdings Merger and the execution, delivery and performance by the Holding Companies, of the Termination Agreement, the Assumption Agreement and the Holdings Merger Agreement, and the termination of the Alta Subordination Agreement and the Investor Subordination Agreement pursuant to the following clauses (2) and (3) respectively, (2) agree that the Alta Subordination Agreement shall terminate on the 91^st day after the receipt by the Purchasers (as defined in the Termination Agreement) of the Payoff Amount (as defined

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in the Termination Agreement), so long as no Reorganization (as defined in the Alta Subordination Agreement) proceeding has been initiated prior to such 91^st day, without any further action by any Person (it being understood that the Holdings Merger and the Entity Conversion shall not, in any event, be deemed to be Reorganization proceedings) and (3) agree that upon the receipt by the Purchasers (as defined in the Termination Agreement) of the Payoff Amount (as defined in the Termination Agreement), the Investor Subordination Agreement shall terminate without any further action by any Person. Each of Alta, Holdings and New Holdings may rely on the provisions of this clause (a) as intended third-party beneficiaries thereof as if it were a party to this Amendment solely for purposes of this clause (a).

(b) Notwithstanding anything in any of the Loan Documents (including Sections 6.9 of the Term Loan Agreement and Section 6(a) of the Security Agreement) to the contrary, the Agents and the Lenders hereby consent to (and waive any Defaults or Events of Default that would result from) the Credit Parties and the New Delaware LLCs consummating the Entity Conversion and the Delaware Mergers and the Credit Parties’ and the New Delaware LLCs’ not complying with Sections 6.9(a) of the Term Loan Agreement and Section 6(a) of the Security Agreement in connection therewith, so long as (1) no Credit Party makes any Investment in any New Delaware LLC (other than a nominal Investment to establish such New Delaware LLC) prior to the applicable Delaware Merger and (2) the Borrower satisfies the conditions described in Sections 5.2, 5.5 and 5.6 below within 5 Business Days of the Entity Conversion and the Delaware Mergers.

4. REPRESENTATIONS AND WARRANTIES. The Credit Parties hereby represent and warrant that, immediately after the effectiveness of all of this Amendment (including Sections 2 and 3) and after giving effect to this Amendment (including Sections 2 and 3) and the other Amendment Transactions (as defined below):

4.1. Authorization; Enforceability. This Amendment, the Private Equity Issuance, the Holdings Merger, the Alta Repayment and the Termination Agreement (collectively, the “Amendment Transactions”) shall be within the organizational power and authority of each Holding Company, each Credit Party and Empire Burbank, to the extent such Holding Company, such Credit Party or Empire Burbank, as applicable, shall be a party thereto and shall have been duly authorized by all necessary organizational action on the part of such Holding Company, such Credit Party or Empire Burbank, as applicable, to the extent such Holding Company, such Credit Party or Empire Burbank, as applicable, shall be a party thereto. This Amendment and the documents executed and delivered in connection herewith and in connection with the Amendment Transactions, in each case, on or prior to the date of the Private Equity Issuance shall have been duly authorized, executed and delivered by each Holding Company, each Credit Party or Empire Burbank that shall be a party thereto and shall constitute legal, valid and binding obligations of such Holding Company, such Credit Party or Empire Burbank, as applicable, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.2. Absence of Conflicts. The Amendment Transactions (other than the Alta Repayment) (a) do not require any consent or approval of, registration or filing with, or any other

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action by, any Governmental Authority, except for (i) filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, (ii) those that have been obtained or made on or before the date of the Private Equity Issuance, (iii) the filing with and receipt of file stamped copies of documents from the California Secretary of State in connection with the Holdings Merger, and (iv) certain filings to be made with the appropriate Governmental Authorities with respect to intellectual property and real property, in each case in connection with the Entity Conversion, (b) do not violate any applicable law, policy or regulation or the organizational documents of any Holding Company, any Credit Party or Empire Burbank or any order of any Governmental Authority where any violation would have a Material Adverse Effect, (c) do not violate or result in a default under any material indenture, agreement or other instrument binding upon any Credit Party or Empire Burbank, or any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Holding Company, any Credit Party or Empire Burbank, where any such violation or default or right to payment would have a Material Adverse Effect, and (d) except for the Liens created by the Collateral Documents, do not result in the creation or imposition of any material Lien on any asset of any Holding Company, any Credit Party or Empire Burbank. The Alta Repayment (a) does not require any consent, approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation, (ii) those that have been obtained or made on or before the date of the Private Equity Issuance, (iii) the filing with and receipt of file stamped copies of documents from the California Secretary of State in connection with the Holdings Merger, and (iv) certain filings to be made with the appropriate Governmental Authorities with respect to intellectual property and real property, in each case in connection with the Entity Conversion, (b) does not violate any applicable law, policy or regulation or the organizational documents of any Holding Company, any Credit Party or Empire Burbank or any order of any Governmental Authority where any violation would have a Material Adverse Effect, (c) does not (i) violate or breach in any material respect the Senior Subordinated Note Indenture or the Media Holdings Discount Notes Indenture, or (ii) violate or result in a default under any other material indenture, agreement or other instrument binding upon any Credit Party or Empire Burbank, or any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Holding Company, any Credit Party or Empire Burbank, where (in the case of clause (ii) only) any such violation or default or right to payment would have a Material Adverse Effect, and (d) except for the Liens created by the Collateral Documents, does not result in the creation or imposition of any material Lien on any asset of a Holding Company, any Credit Party or Empire Burbank.

4.3. New Delaware LLCs. Prior to the Entity Conversion, no New Delaware LLC has owned any material property or asset, had any material liability or obligation other than becoming a guarantor under the Senior Subordinated Note Indenture in accordance with the terms thereof, or conducted any business of any kind, other than its own formation and entering into documents effecting the foregoing.

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5. CONDITIONS TO THIS AMENDMENT.

This Amendment shall become effective upon the satisfaction of the condition set forth in Section 5.1; provided, that the effectiveness of the amendments set forth in Sections 2(a) and 2(c) and the consents and waivers set forth in Section 3(a) shall be conditioned on the satisfaction of each of the following conditions:

5.1. Execution of Amendment. The Administrative Agent shall have received from the Borrower, each Guarantor party hereto, the Administrative Agent, the Collateral Agent and the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Amendment.

5.2. Corporate Matters. The Administrative Agent shall have received from the Borrower, each Holding Company and each Guarantor (after giving effect to the Entity Conversion), a secretary’s certificate as to and attaching the organizational documents and incumbency of officers of such Person and authorization of such Person to execute and deliver this Amendment and the documents relating to the Private Equity Issuance, the Holdings Merger, the Entity Conversion and the Alta Repayment to which such Person is a party.

5.3. Holdings Merger. The Administrative Agent shall have received:

(a) copies of the Holdings Merger Agreement (as modified in a manner reasonably satisfactory to the Administrative Agent), executed by each of the parties thereto, and

(b) evidence reasonably satisfactory to the Administrative Agent of the effectiveness of the Holdings Merger in the State of Delaware, including a copy of the file stamped certificate of merger with respect to the Holdings Merger as filed with the Secretary of State of the State of Delaware, all in form and substance reasonably satisfactory to the Administrative Agent.

5.4. Private Equity Issuance; Alta Repayment; Entity Conversion. The Private Equity Issuance shall have occurred in accordance with the Private Equity Issuance Documents (in the form as delivered to the Administrative Agent prior to the execution of this Amendment by the Administrative Agent) without any material amendment or waiver thereof that is materially adverse to the Lenders other than as consented to by the Administrative Agent, and the proceeds thereof shall have been applied to the Alta Repayment in an amount sufficient to consummate the Alta Repayment in accordance with the Termination Agreement. Not less than $40,000,000 of the proceeds of the Private Equity Issuance shall have been contributed to the Borrower. The Administrative Agent shall have received a fully-executed copy of the Termination Agreement. The Entity Conversion shall have been consummated.

5.5. Confirmations. The Administrative Agent shall have received a confirmation, in the form attached hereto as Exhibit B, by the Guarantors (after giving effect to the Entity Conversion).

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5.6. UCC Filings, Etc. The Administrative Agent shall have received such UCC-1 and UCC-3 financing statements and amendments as it shall reasonably require, and the certificates evidencing the membership interests of the Subsidiaries of the Borrower (after giving effect to the Entity Conversion), duly endorsed in blank, pursuant to Section 6.9 of the Term Loan Agreement.

5.7. Outside Date. The Amendment Transactions shall have been consummated not later than April 15, 2007.

5.8. Private Equity Issuance Documents. The Administrative Agent shall have received true, correct and complete copies of the Private Equity Issuance Documents to be executed on or before the date of the Private Equity Issuance, certified as of the date of the Private Equity Issuance by a Financial Officer of the Borrower (which certification shall be to the reasonable satisfaction of the Administrative Agent and which shall include a certification that there have been no material amendments or waivers of terms of the Private Equity Issuance Documents from the forms of the Private Equity Issuance Documents delivered to the Administrative Agent prior to the execution of this Amendment by the Administrative Agent that are materially adverse to the Lenders other than as consented to by the Administrative Agent, which certificate may assume, absent notice from the Administrative Agent to the contrary on or before the date of such certificate or in the documents delivered with such certificate, that any amendments or waivers reflected in such certificate have been consented to by the Administrative Agent).

5.9. Certificate. A Financial Officer of the Borrower shall have delivered to the Administrative Agent a certificate stating that, after the effectiveness of all of this Amendment (including Sections 2 and 3) and after giving effect to this Amendment (including Sections 2 and 3) and the other Amendment Transactions, (i) the representations and warranties of the Credit Parties contained in the Loan Documents are true and correct in all material respects on and as of the date of the Private Equity Issuance as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date) and (ii) no Event of Default shall have occurred and shall be continuing.

5.10. Opinions of Counsel. The Administrative Agent shall have received opinions of (i) O’Melveny & Myers LLP, special counsel to the Credit Parties, and (ii) Wiley Rein LLP, special FCC counsel to the Credit Parties, each in form and substance reasonably satisfactory to the Administrative Agent.

6. MISCELLANEOUS.

6.1. Except to the extent specifically amended, consented or waived hereby, the Term Loan Agreement, the Loan Documents and all related documents shall remain in full force and effect. Whenever the terms or sections amended hereby shall be referred to in the Term Loan Agreement, Loan Documents or such other documents (whether directly or by incorporation into other defined terms), such terms or sections shall be deemed to refer to those terms or sections as amended by this Amendment. The amendments effected hereby shall not effect a restatement of, or cause a novation of any obligations under, any of the Loan

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Documents. References in the Term Loan Agreement and the other Loan Documents to “the date hereof” or similar usages refer to May 8, 2006.

6.2. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument.

6.3. This Amendment shall be governed by the laws of the State of New York and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

6.4. The Credit Parties agree to pay all reasonable expenses, including reasonable legal fees and disbursements incurred by the Administrative Agent in connection with this Amendment and the transactions contemplated hereby.

6.5. The Administrative Agent and the Collateral Agent agree to deliver to the Borrower the stock certificates of each of the Subsidiaries of the Borrower (together with stock powers relating thereto executed in blank) previously pledged by the Borrower, or affidavits of loss relating thereto reasonably satisfactory to the Borrower, at the time of, and in exchange for, delivery by the Borrower of the membership certificates of such Subsidiaries in accordance with Section 5.6.

6.6. Each of the Lenders party hereto authorizes and directs the Administrative Agent to enter into such documents and agreements as may be reasonably necessary in order to effect this Amendment and the other Amendment Transactions.

6.7. The Administrative Agent and the Lenders party hereto (i) irrevocably consent to the assignment to, and assumption by, Liberman Broadcasting, Inc., a Delaware corporation, of the Alta Subordination Agreement and the rights, liabilities and obligations arising thereunder as set forth in the Assumption Agreement and (ii) waive any breach or event of default arising under the Alta Subordination Agreement and the Investor Subordination Agreement as a result of the transactions contemplated by the Holdings Merger Agreement or the Assumption Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to be a sealed instrument as of the date first above written.

BORROWER
LBI MEDIA, INC., a California corporation
By:	/s/ Lenard D. Liberman
Name:	Lenard D. Liberman
Title:	Chief Financial Officer

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

GUARANTORS

LIBERMAN TELEVISION OF HOUSTON, INC., a California corporation

KZJL LICENSE CORP., a California corporation

LIBERMAN TELEVISION, INC., a California corporation

KRCA TELEVISION, INC., a California corporation

KRCA LICENSE CORP., a California corporation

LIBERMAN BROADCASTING, INC., a California corporation

LBI RADIO LICENSE CORP., a California corporation

LIBERMAN BROADCASTING OF HOUSTON, INC., a California corporation

LIBERMAN BROADCASTING OF HOUSTON LICENSE CORP., a California corporation

LIBERMAN BROADCASTING OF DALLAS, INC., a California corporation

LIBERMAN BROADCASTING OF DALLAS LICENSE CORP., a California corporation

LIBERMAN TELEVISION OF DALLAS, INC., a California corporation

LIBERMAN TELEVISION OF DALLAS LICENSE CORP., a California corporation

EMPIRE BURBANK STUDIOS, INC., a California Corporation

By:	/s/ Lenard D. Liberman
Name:	Lenard D. Liberman
Title:	Chief Financial Officer

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

ADMINISTRATIVE AGENT
CREDIT SUISSE,
CAYMAN ISLANDS BRANCH,
as Administrative Agent and Lender
By:	/s/ William O’Daly
Name:	William O’Daly
Title:	Director
By:	/s/ Mikhail Faybusovich
Name:	Mikhail Faybusovich
Title:	Associate
COLLATERAL AGENT
CREDIT SUISSE,
CAYMAN ISLANDS BRANCH,
as Collateral Agent
By:	/s/ William O’Daly
Name:	William O’Daly
Title:	Director
By:	/s/ Mikhail Faybusovich
Name:	Mikhail Faybusovich
Title:	Associate

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

LENDER
CREDIT SUISSE, CAYMAN ISLANDS BRANCH
By:	/s/ Micahel T. Wotannowski
Name:	Michael T. Wotannowski
Title:	Vice President
By:	/s/ Robert Healey
Name:	Robert Healey
Title:	Director
LENDER
WG HORIZONS CLO I
By:	West Gate Horizons Advisors LLC,
	as Manager
By:	/s/ Steve Gorski
Name:	Steve Gorski
Title:	Senior Credit Analyst
LENDER
ARCHIMEDES FUNDING IV (CAYMAN), LTD.
By:	West Gate Horizons Advisors LLC,
	as Collateral Manager
By:	/s/ Steve Gorski
Name:	Steve Gorski
Title:	Senior Credit Analyst

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

LENDER
FIRST TRUST/FOUR CORNERS SENIOR FLOATING RATE INCOME FUND II
By:	Four Corners Capital Management LLC
	as Sub-Advisor
By:	/s/ Drew R. Sweeney
Name:	Drew R. Sweeney
Title:	Sr. Vice President
LENDER
THE HARTFORD MUTUAL FUNDS, INC., on behalf of the Hartford Floating Rate Fund
By:	Hartford Investment Management Company, its sub-advisor as a lender
By:	/s/ Elisabeth V. Piker
Name:	Elisabeth V. Piker
Title:	Vice President
LENDER
HARTFORD INSTITUTIONAL TRUST, on behalf of its Floating Rate Bank Loan Series
By:	Hartford Investment Management Company, its Investment Manager
By:	/s/ Elisabeth V. Piker
Name:	Elisabeth V. Piker
Title:	Vice President

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

LENDER
ATRIUM V
By:	/s/ Linda R. Karn
Name:	Linda R. Karn
Title:	Authorized Signatory
LENDER
MCDONNELL LOAN OPPORTUNITY LTD.
By:	McDonnell Investment Management LLC as Investment Manager
By:	/s/ Kathleen A. Zarn
Name:	Kathleen A. Zarn
Title:	Vice President
LENDER
GANNETT PEAK CLO I, LTD.
By:	McDonnell Investment Management LLC as Investment Manager
By:	/s/ Kathleen A. Zarn
Name:	Kathleen A. Zarn
Title:	Vice President

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

LENDER
EATON VANCE VARIABLE LEVERAGE FUND LTD.
By:	Eaton Vance Management
	as Investment Manager
By:	/s/ Michael B. Botthof
Name:	Michael B. Botthof
Title:	Vice President
LENDER
EATON VANCE VT FLOATING-RATE INCOME FUND
By:	Eaton Vance Management
	as Investment Manager
By:	/s/ Michael B. Botthof
Name:	Michael B. Botthof
Title:	Vice President
LENDER
THE NORINCHUKIN BANK, NEW YORK BRANCH, through State Street Bank and Trust Company N.A. as Fiduciary Custodian
By:	Eaton Vance Management
	Attorney-in-fact
By:	/s/ Michael B. Botthof
Name:	Michael B. Botthof
Title:	Vice President

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

LENDER
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
By:	Eaton Vance Management
	as Investment Advisor
By:	/s/ Michael B. Botthof
Name:	Michael B. Botthof
Title:	Vice President
LENDER
SENIOR DEBT PORTFOLIO
By:	Boston Management and Research as Investment Advisor
By:	/s/ Michael B. Botthof
Name:	Michael B. Botthof
Title:	Vice President
LENDER
WEBSTER BANK, NATIONAL ASSOCIATION
By:	/s/ John Gilsenan
Name:	John Gilsenan
Title:	Vice President
LENDER
FIRST TRUST/HIGHLAND CAPITAL FLOATING RATE INCOME FUND
By:	/s/ M. Jason Blackburn
Name:	M. Jason Blackburn
Title:	Treasurer

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

LENDER
EASTLAND CLO LTD.
By:	Highland Capitol Management, L.P.
	as Collateral Manager
By:	Strand Advisors, Inc.
	its General Partner
By:	/s/ Brian Lohrding
Name:	Brian Lohrding
Title:	Treasurer
	Strand Advisors, Inc.
	General Partner of
	Highland Capital Management, L.P.
LENDER
GRAYSON CLO LTD.
By:	Highland Capitol Management, L.P.
	as Collateral Manager
By:	Strand Advisors, Inc.
	its General Partner
By:	/s/ Brian Lohrding
Name:	Brian Lohrding
Title:	Treasurer
	Strand Advisors, Inc.
	General Partner of
	Highland Capital Management, L.P.

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

LENDER
RED RIVER CLO LTD.
By:	Highland Capitol Management, L.P.
	as Collateral Manager
By:	Strand Advisors, Inc.
	its General Partner
By:	/s/ Brian Lohrding
Name:	Brian Lohrding
Title:	Treasurer
	Strand Advisors, Inc.
	General Partner of
	Highland Capital Management, L.P.
LENDER
WELLS FARGO FOOTHILL, INC.
By:	/s/ Christine Helmstetter
Name:	Christine Helmstetter
Title:	Vice President
LENDER
WB LOAN FUNDING 5, LLC
By:	/s/ Diana M Himes
Name:	Diana M. Himes
Title:	Vice President

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

LENDER
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Susan LeFevre
Name:	Susan LeFevre
Title:	Director
By:	/s/ Evelyn Thierry
Name:	Evelyn Thierry
Title:	Vice President
LENDER
DIAMOND LAKE CLO, LTD.
By:	/s/ Jonathan S. David
Name:	Jonathan S. David
Title:	SVP

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

LENDER
CIT LENDING SERVICES CORPORATION
By:	/s/ Scott Ploshay
Name:	Scott Ploshay
Title:	VP

[First Amendment and Consent to Amended and Restated Term Loan Agreement Signature Page]

EX-10.2

Exhibit 10.2

FIRST AMENDMENT AND CONSENT

TO AMENDED AND RESTATED CREDIT AGREEMENT

FIRST AMENDMENT AND CONSENT TO AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 16, 2007 (this “Amendment”), among LBI MEDIA, INC. (the “Borrower”), THE GUARANTORS PARTY HERETO, THE LENDERS PARTY HERETO and CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”), and as Collateral Agent (in such capacity, the “Collateral Agent”).

WHEREAS, the Borrower, the Guarantors, the Administrative Agent, the Collateral Agent and the lenders from time to time party thereto are party to the Credit Agreement referred to below;

WHEREAS, the Borrower wishes to convert fourteen of its wholly-owned Subsidiaries into limited liability companies, including eight of such Subsidiaries that will be converted by means of merging such Subsidiaries into newly-formed Delaware limited liability companies, which are listed on Schedule 1 hereto (the “New Delaware LLCs”), with each such New Delaware LLC surviving such merger (the “Delaware Mergers”);

WHEREAS, after the Delaware Mergers, LBI Holdings I, Inc., a California corporation, will merge with and into Liberman Broadcasting, Inc., a Delaware corporation (“New Holdings”), with New Holdings as the surviving corporation (the “Holdings Merger”);

WHEREAS, immediately upon the consummation of the Holdings Merger, New Holdings will amend and restate its Certificate of Incorporation and issue certain shares of Class A Common Stock pursuant to the Investment Agreement, and will thereupon consummate the Alta Repayment (as defined below);

WHEREAS, in connection with the Private Equity Issuance (as defined below) and the other Private Equity Related Transactions (as defined below), the Borrower has requested the amendment of the Credit Agreement and certain of the other Loan Documents (as defined below) and the consents set forth herein; and

WHEREAS, on the terms and subject to the conditions set forth herein, the Lenders (including the Issuing Lender) and the Administrative Agent and the Collateral Agent are willing to so amend the Credit Agreement and such other Loan Documents and grant the consents set forth herein;

NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein, the parties hereto hereby agree as follows:

1. REFERENCE TO CREDIT AGREEMENT; DEFINITIONS.

(a) Reference is made to the Amended and Restated Credit Agreement dated as of May 8, 2006 (the “Credit Agreement”), among the Borrower, the Guarantors, the lenders from time to time party thereto, the Administrative Agent and the Collateral Agent.

(b) The terms “Alta Repayment”, “Assumption Agreement”, “Entity Conversion”, “Holdings Merger Agreement”, “Investment Agreement”, “Private Equity Issuance”, “Private Equity Issuance Documents”, “Private Equity Related Transactions” and “Termination Agreement” have the meanings specified in Exhibit A hereto.

(c) Capitalized terms used herein which are defined in the Credit Agreement have the same meanings herein as therein, except to the extent that such meanings are amended hereby.

2. AMENDMENTS. Effective upon (i) the satisfaction of the conditions set forth in Section 5.1 below and the consummation of the Entity Conversion (in the case of Section 2(b)) and (ii) the satisfaction of the conditions set forth in Section 5 below (in the case of Section 2(a) and Section 2(c)):

(a) The Credit Agreement (but not the exhibits or schedules thereto) is hereby amended in its entirety to read as set forth in Exhibit A hereto.

(b) The Loan Documents are hereby amended by inserting the schedules attached as Annex I hereto in the place of the corresponding schedules to such Loan Documents, inserting Exhibit P attached as Annex II hereto in the place of Exhibit P to the Credit Agreement and deleting Exhibit F to the Credit Agreement. The Security Agreement is hereby amended by deleting Schedule VII thereto, and by deleting subsections 6(k) and 6(l) thereof. From and after the effectiveness of such amendment, references in the Loan Documents to Schedule VII to, and to subsections 6(k) and 6(l) of, the Security Agreement shall be of no further effect.

(c) All references to “capital stock” in the Loan Documents shall be deemed to include capital stock of corporations, limited liability company or membership interests in limited liability companies, partnership interests in general or limited, and similar interests of any other entity, in each case (other than in Sections 7.5(m)(vii) and 7.6(f) of the Credit Agreement), other than Equity Rights.

3. CONSENTS.

Effective upon (i) the satisfaction of the conditions set forth in Section 5 below (in the case of Section 3(a)) and (ii) the satisfaction of the condition set forth in Section 5.1 below (in the case of Section 3(b)), as applicable:

(a) Notwithstanding anything in any of the Loan Documents (including the Alta Subordination Agreement and the Investor Subordination Agreement, including Sections 3.1, 3.2, 3.6(b) and (d), 4 and 8(b) of the Alta Subordination Agreement and Sections 4 and 7 of the Investor Subordination Agreement) to the contrary, the Administrative Agent and the Lenders hereby (1) consent to (and waive any Defaults or Events of Default that would result

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from) the Alta Repayment and the Holdings Merger and the execution, delivery and performance by the Holding Companies, of the Termination Agreement, the Assumption Agreement and the Holdings Merger Agreement, and the termination of the Alta Subordination Agreement and the Investor Subordination Agreement pursuant to the following clauses (2) and (3) respectively, (2) agree that the Alta Subordination Agreement shall terminate on the 91^st day after the receipt by the Purchasers (as defined in the Termination Agreement) of the Payoff Amount (as defined in the Termination Agreement), so long as no Reorganization (as defined in the Alta Subordination Agreement) proceeding has been initiated prior to such 91^st day, without any further action by any Person (it being understood that the Holdings Merger and the Entity Conversion shall not, in any event, be deemed to be Reorganization proceedings) and (3) agree that upon the receipt by the Purchasers (as defined in the Termination Agreement) of the Payoff Amount (as defined in the Termination Agreement), the Investor Subordination Agreement shall terminate without any further action by any Person. Each of Alta, Holdings and New Holdings may rely on the provisions of this clause (a) as intended third-party beneficiaries thereof as if it were a party to this Amendment solely for purposes of this clause (a).

(b) Notwithstanding anything in any of the Loan Documents (including Sections 6.10 and 7.4 of the Credit Agreement and Section 6(a) of the Security Agreement) to the contrary, the Agents and the Lenders hereby consent to (and waive any Defaults or Events of Default that would result from) the Credit Parties and the New Delaware LLCs consummating the Entity Conversion and the Delaware Mergers and the Credit Parties’ and the New Delaware LLCs’ not complying with Sections 6.10(a) and 7.4 of the Credit Agreement and Section 6(a) of the Security Agreement in connection therewith, so long as (1) no Credit Party makes any Investment in any New Delaware LLC (other than a nominal Investment to establish such New Delaware LLC) prior to the applicable Delaware Merger and (2) the Borrower satisfies the conditions described in Sections 5.2, 5.5 and 5.6 below within 5 Business Days of the Entity Conversion and the Delaware Mergers.

4. REPRESENTATIONS AND WARRANTIES. The Credit Parties hereby represent and warrant that, immediately after the effectiveness of all of this Amendment (including Sections 2 and 3) and after giving effect to this Amendment (including Sections 2 and 3) and the other Amendment Transactions (as defined below):

4.1. Authorization; Enforceability. This Amendment, the Private Equity Issuance, the Holdings Merger, the Alta Repayment and the Termination Agreement (collectively, the “Amendment Transactions”) shall be within the organizational power and authority of each Holding Company, each Credit Party and Empire Burbank, to the extent such Holding Company, such Credit Party or Empire Burbank, as applicable, shall be a party thereto and shall have been duly authorized by all necessary organizational action on the part of such Holding Company, such Credit Party or Empire Burbank, as applicable, to the extent such Holding Company, such Credit Party or Empire Burbank, as applicable, shall be a party thereto. This Amendment and the documents executed and delivered in connection herewith and in connection with the Amendment Transactions, in each case, on or prior to the date of the Private Equity Issuance shall have been duly authorized, executed and delivered by each Holding Company, each Credit Party or Empire Burbank that shall be a party thereto and shall constitute

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legal, valid and binding obligations of such Holding Company, such Credit Party or Empire Burbank, as applicable, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

4.2. Absence of Conflicts. The Amendment Transactions (other than the Alta Repayment) (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) filings and recordings with respect to the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, (ii) those that have been obtained or made on or before the date of the Private Equity Issuance, (iii) the filing with and receipt of file stamped copies of documents from the California Secretary of State in connection with the Holdings Merger, and (iv) certain filings to be made with the appropriate Governmental Authorities with respect to intellectual property and real property, in each case in connection with the Entity Conversion, (b) do not violate any applicable law, policy or regulation or the organizational documents of any Holding Company, any Credit Party or Empire Burbank or any order of any Governmental Authority where any violation would have a Material Adverse Effect, (c) do not violate or result in a default under any material indenture, agreement or other instrument binding upon any Credit Party or Empire Burbank, or any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Holding Company, any Credit Party or Empire Burbank, where any such violation or default or right to payment would have a Material Adverse Effect, and (d) except for the Liens created by the Collateral Documents, do not result in the creation or imposition of any material Lien on any asset of any Holding Company, any Credit Party or Empire Burbank. The Alta Repayment (a) does not require any consent, approval of, registration or filing with, or any other action by, any Governmental Authority, except for (i) filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Collateral Agent for filing and/or recordation, (ii) those that have been obtained or made on or before the date of the Private Equity Issuance, (iii) the filing with and receipt of file stamped copies of documents from the California Secretary of State in connection with the Holdings Merger, and (iv) certain filings to be made with the appropriate Governmental Authorities with respect to intellectual property and real property, in each case in connection with the Entity Conversion, (b) does not violate any applicable law, policy or regulation or the organizational documents of any Holding Company , any Credit Party or Empire Burbank or any order of any Governmental Authority where any violation would have a Material Adverse Effect, (c) does not (i) violate or breach in any material respect the Senior Subordinated Note Indenture or the Media Holdings Discount Notes Indenture, or (ii) violate or result in a default under any other material indenture, agreement or other instrument binding upon any Credit Party or Empire Burbank, or any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Holding Company, any Credit Party or Empire Burbank, where (in the case of clause (ii) only) any such violation or default or right to payment would have a Material Adverse Effect, and (d) except for the Liens created by the Collateral Documents, does not result in the creation or imposition of any material Lien on any asset of a Holding Company, any Credit Party or Empire Burbank.

4.3. New Delaware LLCs. Prior to the Entity Conversion, no New Delaware LLC has owned any material property or asset, had any material liability or obligation other than becoming a guarantor under the Senior Subordinated Note Indenture in accordance with the

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terms thereof, or conducted any business of any kind, other than its own formation and entering into documents effecting the foregoing.

5. CONDITIONS TO THIS AMENDMENT.

This Amendment shall become effective upon the satisfaction of the condition set forth in Section 5.1; provided, that the effectiveness of the amendments set forth in Sections 2(a) and 2(c) and the consents and waivers set forth in Section 3(a) shall be conditioned on the satisfaction of each of the following conditions:

5.1. Execution of Amendment. The Administrative Agent shall have received from the Borrower, each Guarantor party hereto, the Administrative Agent, the Collateral Agent and the Required Lenders either (i) a counterpart of this Amendment signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include telecopy transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Amendment.

5.2. Corporate Matters. The Administrative Agent shall have received from the Borrower, each Holding Company and each Guarantor (after giving effect to the Entity Conversion), a secretary’s certificate as to and attaching the organizational documents and incumbency of officers of such Person and authorization of such Person to execute and deliver this Amendment and the documents relating to the Private Equity Issuance, the Holdings Merger, the Entity Conversion and the Alta Repayment to which such Person is a party.

5.3. Holdings Merger. The Administrative Agent shall have received:

(a) copies of the Holdings Merger Agreement (as modified in a manner reasonably satisfactory to the Administrative Agent), executed by each of the parties thereto, and

(b) evidence reasonably satisfactory to the Administrative Agent of the effectiveness of the Holdings Merger in the State of Delaware, including a copy of the file stamped certificate of merger with respect to the Holdings Merger as filed with the Secretary of State of the State of Delaware, all in form and substance reasonably satisfactory to the Administrative Agent.

5.4. Private Equity Issuance; Alta Repayment; Entity Conversion. The Private Equity Issuance shall have occurred in accordance with the Private Equity Issuance Documents (in the form as delivered to the Administrative Agent prior to the execution of this Amendment by the Administrative Agent) without any material amendment or waiver thereof that is materially adverse to the Lenders other than as consented to by the Administrative Agent, and the proceeds thereof shall have been applied to the Alta Repayment in an amount sufficient to consummate the Alta Repayment in accordance with the Termination Agreement. Not less than $40,000,000 of the proceeds of the Private Equity Issuance shall have been contributed to the Borrower. The Administrative Agent shall have received a fully-executed copy of the Termination Agreement. The Entity Conversion shall have been consummated.

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5.5. Confirmations. The Administrative Agent shall have received a confirmation, in the form attached hereto as Exhibit B, by the Guarantors (after giving effect to the Entity Conversion).

5.6. UCC Filings, Etc. The Administrative Agent shall have received such UCC-1 and UCC-3 financing statements and amendments as it shall reasonably require, and the certificates evidencing the membership interests of the Subsidiaries of the Borrower (after giving effect to the Entity Conversion), duly endorsed in blank, pursuant to Section 6.10 of the Credit Agreement.

5.7. Outside Date. The Amendment Transactions shall have been consummated not later than April 15, 2007.

5.8. Private Equity Issuance Documents. The Administrative Agent shall have received true, correct and complete copies of the Private Equity Issuance Documents to be executed on or before the date of the Private Equity Issuance, certified as of the date of the Private Equity Issuance by a Financial Officer of the Borrower (which certification shall be to the reasonable satisfaction of the Administrative Agent and which shall include a certification that there have been no material amendments or waivers of terms of the Private Equity Issuance Documents from the forms of the Private Equity Issuance Documents delivered to the Administrative Agent prior to the execution of this Amendment by the Administrative Agent that are materially adverse to the Lenders other than as consented to by the Administrative Agent, which certificate may assume, absent notice from the Administrative Agent to the contrary on or before the date of such certificate or in the documents delivered with such certificate, that any amendments or waivers reflected in such certificate have been consented to by the Administrative Agent).

5.9. Certificate. A Financial Officer of the Borrower shall have delivered to the Administrative Agent a certificate stating that, after the effectiveness of all of this Amendment (including Sections 2 and 3) and after giving effect to this Amendment (including Sections 2 and 3) and the other Amendment Transactions, (i) the representations and warranties of the Credit Parties contained in the Loan Documents are true and correct in all material respects on and as of the date of the Private Equity Issuance as if made on such date (except to the extent that such representations and warranties expressly relate to an earlier date) and (ii) no Event of Default shall have occurred and shall be continuing.

5.10. Opinions of Counsel. The Administrative Agent shall have received opinions of (i) O’Melveny & Myers LLP, special counsel to the Credit Parties, and (ii) Wiley Rein LLP, special FCC counsel to the Credit Parties, each in form and substance reasonably satisfactory to the Administrative Agent.

6. MISCELLANEOUS.

6.1. Except to the extent specifically amended, consented or waived hereby, the Credit Agreement, the Loan Documents and all related documents shall remain in full force and effect. Whenever the terms or sections amended hereby shall be referred to in the Credit Agreement, Loan Documents or such other documents (whether directly or by incorporation into

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other defined terms), such terms or sections shall be deemed to refer to those terms or sections as amended by this Amendment. The amendments effected hereby shall not effect a restatement of, or cause a novation of any obligations under, any of the Loan Documents. References in the Credit Agreement and the other Loan Documents to “the date hereof” or similar usages refer to May 8, 2006.

6.2. This Amendment may be executed in any number of counterparts, each of which, when executed and delivered, shall be an original, but all counterparts shall together constitute one instrument.

6.3. This Amendment shall be governed by the laws of the State of New York and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

6.4. The Credit Parties agree to pay all reasonable expenses, including reasonable legal fees and disbursements incurred by the Administrative Agent in connection with this Amendment and the transactions contemplated hereby.

6.5. The Administrative Agent and the Collateral Agent agree to deliver to the Borrower the stock certificates of each of the Subsidiaries of the Borrower (together with stock powers relating thereto executed in blank) previously pledged by the Borrower, or affidavits of loss relating thereto reasonably satisfactory to the Borrower, at the time of, and in exchange for, delivery by the Borrower of the membership certificates of such Subsidiaries in accordance with Section 5.6.

6.6. Each of the Lenders party hereto authorizes and directs the Administrative Agent to enter into such documents and agreements as may be reasonably necessary in order to effect this Amendment and the other Amendment Transactions.

6.7. The Administrative Agent and the Lenders party hereto (i) irrevocably consent to the assignment to, and assumption by, Liberman Broadcasting, Inc., a Delaware corporation, of the Alta Subordination Agreement and the rights, liabilities and obligations arising thereunder as set forth in the Assumption Agreement and (ii) waive any breach or event of default arising under the Alta Subordination Agreement and the Investor Subordination Agreement as a result of the transactions contemplated by the Holdings Merger Agreement or the Assumption Agreement.

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment which shall be deemed to be a sealed instrument as of the date first above written.

BORROWER
LBI MEDIA, INC., a California corporation
By:	/s/ Lenard D. Liberman
Name:	Lenard D. Liberman
Title:	Chief Financial Officer

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

GUARANTORS

LIBERMAN TELEVISION OF HOUSTON, INC., a California corporation

KZJL LICENSE CORP., a California corporation

LIBERMAN TELEVISION, INC., a California corporation

KRCA TELEVISION, INC., a California corporation

KRCA LICENSE CORP., a California corporation

LIBERMAN BROADCASTING, INC., a California corporation

LBI RADIO LICENSE CORP., a California corporation

LIBERMAN BROADCASTING OF HOUSTON, INC., a California corporation

LIBERMAN BROADCASTING OF HOUSTON LICENSE CORP., a California corporation

LIBERMAN BROADCASTING OF DALLAS, INC., a California corporation

LIBERMAN BROADCASTING OF DALLAS LICENSE CORP., a California corporation

LIBERMAN TELEVISION OF DALLAS, INC., a California corporation

LIBERMAN TELEVISION OF DALLAS LICENSE CORP., a California corporation

EMPIRE BURBANK STUDIOS, INC., a California Corporation

By:	/s/ Lenard D. Liberman
Name:	Lenard D. Liberman
Title:	Chief Financial Officer

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

ADMINISTRATIVE AGENT
CREDIT SUISSE,
CAYMAN ISLANDS BRANCH,
as Administrative Agent and Lender
By:	/s/ William O’Daly
Name:	William O’Daly
Title:	Director
By:	/s/ Mikhail Faybusovich
Name:	Mikhail Faybusovich
Title:	Associate
COLLATERAL AGENT
CREDIT SUISSE,
CAYMAN ISLANDS BRANCH, as Collateral Agent
By:	/s/ William O’Daly
Name:	William O’Daly
Title:	Director
By:	/s/ Mikhail Faybusovich
Name:	Mikhail Faybusovich
Title:	Associate

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

LENDER
WACHOVIA BANK, N.A.
By:	/s/ Russ Lyons
Name:	Russ Lyons
Title:	Director

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

LENDER
BMO CAPITAL MARKETS FINANCING, INC.
By:	/s/ Sarah Kim
Name:	Sarah Kim
Title:	Managing Director

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

LENDER
UNION BANK OF CALIFORNIA, N.A.
By:	/s/ Richard Vian
Name:	Richard Vian
Title:	Vice President

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

LENDER
CIT LENDING SERVICES CORPORATION
By:	/s/ Scott Ploshay
Name:	Scott Ploshay
Title:	VP

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

LENDER
DEUTSCHE BANK TRUST COMPANY AMERICAS
By:	/s/ Susan LeFevre
Name:	Susan LeFevre
Title:	Director
By:	/s/ Evelyn Thierry
Name:	Evelyn Thierry
Title:	Vice President

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

LENDER
WELLS FARGO FOOTHILL, INC.
By:	/s/ Christine Helmstetter
Name:	Christine Helmstetter
Title:	Vice President

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

LENDER
US BANK NATIONAL ASSOCIATION
By:	/s/ Jaycee A. Barrett
Name:	Jaycee A. Barrett
Title:	Vice President

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

LENDER
WEBSTER BANK, NATIONAL ASSOCIATION
By:	/s/ John Gilsenan
Name:	John Gilsenan
Title:	Vice President

[First Amendment and Consent to Amended and Restated Credit Agreement Signature Page]

EX-10.3

Exhibit 10.3

LIBERMAN BROADCASTING, INC.

INVESTOR RIGHTS AGREEMENT

Dated as of March 30, 2007

TABLE OF CONTENTS

		Page
SECTION 1.	COVENANTS, REPRESENTATIONS AND WARRANTIES	2
1A.	Negative Covenants in Favor of the Investors	2
1B.	Certain Covenants of the Company and the Stockholders (Other Than Class B Permitted Holders)	6
SECTION 2.	RIGHTS TO CERTAIN INFORMATION; MANAGEMENT RIGHTS	10
2A.	Financial Statements and Other Information	10
2B.	Annual Budget; Access	11
2C.	Confidentiality	12
SECTION 3.	RESTRICTIONS ON TRANSFER OF SPECIFIED EQUITY SECURITIES	13
3A.	Restrictions on Transfer	13
3B.	Rights of First Offer	13
3C.	Tag-Along Rights	15
3D.	Permitted Transfers	19
SECTION 4.	DRAG TRANSACTION	21
4A.	Drag Transaction	21
4B.	Required Actions	21
4C.	Conditions to Stockholders’ Obligations	23
4D.	Termination	25
SECTION 5.	PREEMPTIVE RIGHTS	26
5A.	Offering	26
5B.	New Securities	27
5C.	Termination	28
SECTION 6.	LEGEND	28
SECTION 7.	BOARD OF DIRECTORS; VOTING	29
7A.	Composition of the Board	29
7B.	Subsidiary Boards	30
7C.	Observer	30
7D.	Board Meeting Expenses	31
7E.	Eligible Persons	31

TABLE OF CONTENTS

(Continued)

		Page
7F.	Voting Agreement	31
7G.	Termination	31
SECTION 8.	TRANSFER	32
8A.	Joinder	32
8B.	Negative Covenants	33
8C.	Annual Budget and Access	33
SECTION 9.	DEMAND REGISTRATIONS	34
9A.	Requests for Registration	34
9B.	Initial Long-Form Registrations	35
9C.	Additional Long-Form Registrations	36
9D.	Short-Form Registrations	36
9E.	Priority on Demand Registrations	37
9F.	Restrictions on Demand Registrations	38
9G.	Selection of Underwriters	38
9H.	Other Registration Rights	38
9I.	Demand Registration Expenses	39
9J.	Termination	39
SECTION 10.	PIGGYBACK REGISTRATIONS	39
10A.	Right to Piggyback	39
10B.	Piggyback Expenses	40
10C.	Priority on Piggyback Registrations	40
10D.	Other Registrations	40
10E.	Maintenance of Listing of Securities	40
10F.	Termination	41
SECTION 11.	HOLDBACK AGREEMENTS	41
11A.	Company Agreement	41
11B.	Stockholder Agreement	41
SECTION 12.	REGISTRATION PROCEDURES	42
SECTION 13.	REGISTRATION EXPENSES	45
13A.	Company Expenses	45
13B.	Reimbursement	45

ii

TABLE OF CONTENTS

(Continued)

		Page
SECTION 14.	INDEMNIFICATION	45
14A.	Indemnification Obligation of the Company	45
14B.	Indemnification of the Company	46
14C.	Indemnification Procedures	46
14D.	Contribution	47
14E.	Other Indemnification Provisions	47
SECTION 15.	PARTICIPATION IN UNDERWRITTEN REGISTRATIONS	47
SECTION 16.	DEFINITIONS	48
SECTION 17.	REPLACEMENT OF CHIEF EXECUTIVE OFFICER	62
SECTION 18.	RESTRICTIVE PROVISIONS	63
18A.	Limitation on Engaging in Restricted Business	63
18B.	Non-Solicitation	64
18C.	Confidentiality	64
18D.	Construction	65
18E.	Termination	65
SECTION 19.	MISCELLANEOUS	65
19A.	Amendment and Waiver	65
19B.	Severability	66
19C.	Entire Agreement	66
19D.	Certain Other Agreements	66
19E.	Successors and Assigns	66
19F.	Counterparts	66
19G.	Remedies	66
19H.	Notices	66
19I.	Governing Law	68
19J.	Descriptive Headings	68
19K.	WAIVER OF JURY TRIAL	68
19L.	No Third-Party Beneficiaries	69
19M.	Construction	69
19N.	Interpretation	69
19O.	Arbitration	69

iii

TABLE OF CONTENTS

(Continued)

		Page
19P.	Required FCC Approvals	69
19Q.	References to Class A Common Stock and Class B Common Stock	70

iv

INVESTOR RIGHTS AGREEMENT

This Investor Rights Agreement (this “Agreement”) is entered into as of March 30, 2007, by and among (i) Liberman Broadcasting, Inc., a Delaware corporation, (ii) OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership, OCM Opps Broadcasting, LLC, a Delaware limited liability company (“Opps Broadcasting”), and OCM Principal Opportunities Fund IV AIF (Delaware), L.P., a Delaware limited partnership (each an “Oaktree Fund” and collectively, “Oaktree”), (iii) Tinicum Capital Partners II, L.P., a Delaware limited partnership, and Tinicum Capital Partners II Parallel Fund, L.P., a Delaware limited partnership (together, “Tinicum” and collectively with Oaktree, the “Investors”), (iv) each Person listed on the signature pages hereto under the heading of “Existing Stockholders” (each an “Existing Stockholder,” and collectively, the “Existing Stockholders”), (v) each other Person listed from time to time on the Schedule of New Stockholders attached hereto who at any time acquires equity securities of the Company and agrees to become party to and bound by this Agreement by signing a Joinder Agreement in the form attached hereto as Exhibit A (“Joinder Agreement”) (each a “New Stockholder” and collectively, the “New Stockholders”), and (vi) solely for purposes of Section 18, Jose Liberman. The Existing Stockholders, the New Stockholders and the Investors are collectively referred to herein as the “Stockholders.” Each capitalized term used and not otherwise defined herein shall have the meaning set forth in Section 16.

The Company, each of the Investors and the Existing Stockholders are party to an Investment Agreement, dated as of the date hereof (the “Investment Agreement”), (i) in connection with which, on or prior to the date hereof, the Company has merged with LBI Holdings I, Inc., a California corporation (the “Predecessor Company”), with the Company as the surviving corporation, and each share of common stock of the Predecessor Company, $.01 par value (including fractional shares), held by the Existing Stockholders was cancelled in exchange for the issuance of merger consideration consisting of the same number of shares (including fractional shares) of Class B Common Stock, and (ii) pursuant to which, contemporaneously with the execution hereof, (A) the Company has issued a number of shares of Class A Common Stock to the Investors in exchange for cash and (B) the Investors have purchased certain shares of Class B Common Stock from the Existing Stockholders in exchange for cash, which shares of Class B Common Stock have, immediately and automatically upon such purchase, converted by the provisions of the Charter into an equal number of shares of Class A Common Stock.

The Company and the Stockholders desire to enter into this Agreement for purposes, among others, of (i) establishing the composition of the Company’s board of directors (the “Board”), (ii) establishing certain approval rights, (iii) establishing the rights of certain Stockholders to receive certain information regarding the Company and its Subsidiaries, (iv) restricting the sale, assignment, transfer, encumbrance and/or other disposition of the Specified Equity Securities, (v) establishing certain registration rights, (vi) establishing certain restrictive covenants of Lenard Liberman and Jose Liberman relating to confidentiality, non-competition and non-solicitation and (vii) providing for certain other rights and obligations relating to the Equity Securities. Furthermore, the execution and delivery of this Agreement is a condition to the closing of the transactions contemplated by the Investment Agreement.

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NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Agreement hereby agree as follows:

SECTION 1. COVENANTS, REPRESENTATIONS AND WARRANTIES

1A. Negative Covenants in Favor of the Investors. Except as otherwise expressly provided in this Section 1A, except with the prior written consent of the Majority Oaktree Holders (if Majority Oaktree Holders exist at such time) and the Deciding Tinicum Holders (if Deciding Tinicum Holders exist at such time), which consent such holders may withhold or deny in their absolute discretion, the Company shall not, and shall cause each of its Subsidiaries not to, enter into a legally binding commitment to consummate, or consummate any of the following:

(i) Prior to the third anniversary of the date hereof, (A) any IPO or (B) any other issuance of New Securities (without giving effect to clause (vii) of the definition of New Securities) other than Acquisition Equity Securities if, (a) in either case, (1) such IPO or other issuance includes a sale of Company common stock, the price per share of such Company common stock received or receivable by the Company in such IPO or other issuance is less than the Base Share Price, or (2) if such IPO or issuance includes a sale of any such Equity Securities other than Company common stock, the price of such Equity Securities reflects that the Fair Market Value per share of the Class A Common Stock as of the date of such transaction is less than the Base Share Price (any such price described in clause (1) that is less than the Base Share Price or in clause (2) that reflects a Fair Market Value per share of Class A Common Stock that is less than the Base Share Price is referred to herein as “Below Closing Date Price”), and (b) such IPO or issuance of such Equity Securities for Below Closing Date Price, together with the IPO and/or all other such issuances after the date hereof for Below Closing Date Price, results in aggregate consideration received or receivable by the Company therefor in excess of $25 million. For purposes of clause (2) preceding, any determination as to whether or not the price of such Equity Securities is Below Closing Date Price shall be determined jointly by the Board, the holders of a majority of the Class B Common Stock, the Majority Oaktree Holders (if then in existence) and the Deciding Tinicum Holders (if then in existence); provided, however, that the agreement of the Board and the holders of a majority of the Class B Common Stock, together with either the Majority Oaktree Holders or the Deciding Tinicum Holders alone, shall be sufficient for such purpose. If such parties are unable to reach agreement within ten (10) days following the date on which the Board notifies the Majority Oaktree Holders (if then in existence) and the Deciding Tinicum Holders (if then in existence) of the per share price of such issuance, such price shall be determined by an independent appraiser experienced in valuing securities jointly selected by the Board, the holders of a majority of the Class B Common Stock, the Majority Oaktree Holders (if then in existence) and the Deciding Tinicum Holders (if then in existence); provided, however, that the agreement of the Board and the holders of a majority of the Class B Common Stock, together with either the Majority Oaktree Holders or the Deciding Tinicum Holders alone, shall be sufficient for the purpose of selecting such independent appraiser. If an appraiser is not chosen according to the preceding sentence within ten (10) days after the parties are unable to reach agreement on the per share price of such issuance, the Board shall choose an independent appraiser that is a nationally recognized appraisal firm. The

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determination of such appraiser shall be final and binding upon the parties, and the Company shall pay the fees and expenses of such appraiser.

(ii) Commencing with the 30^th month anniversary of the date hereof, any acquisition of assets, in any single transaction or in any series of related transactions during any twelve-month period commencing on or after the 30^th month anniversary of the date hereof, for cash or otherwise, involving consideration paid by either the Company or any of its Subsidiaries with Fair Market Value in excess of $100 million in the aggregate or, in the case of clause (b) below, such higher amount calculated in accordance with such clause (b) (other than (a) any such transactions solely between or among the Company and any of its wholly-owned Subsidiaries or solely between or among any wholly-owned Subsidiaries of the Company, (b) any such transactions solely between or among the Company and/or any of its Subsidiaries, on the one hand, and any non-wholly owned Subsidiaries of the Company, on the other hand (in each case, so long as such transaction does not involve consideration in excess of an amount equal to the quotient of $100 million divided by an amount equal to 100% minus the Company’s direct or indirect economic ownership percentage in the applicable non-wholly owned Subsidiary, (c) any such transactions solely between or among the Company and/or any Subsidiaries of the Company, on the one hand, and any of the Company’s non-wholly owned Subsidiaries, on the other hand; provided that this clause (c) shall be effective only during such times that there is in effect any agreement or instrument of the Company or any of its Subsidiaries relating to Indebtedness that prohibits the creation, the existence or the effectiveness of the negative covenant set forth in this clause (ii) (or any portion thereof) without this clause (c), and (d) any Relocations (as defined in the Revolving Credit Agreement as in effect on the date hereof) solely with respect to Station KZJL); provided, however, that for purposes of this Section 1A(ii), only the prior written consent of the Majority Oaktree Holders (if the Majority Oaktree Holders exist at such time) or the Deciding Tinicum Holders (if the Deciding Tinicum Holders exist at such time) shall be sufficient to permit the Company or any of its Subsidiaries to enter into a legally binding commitment to consummate or to consummate such acquisition of assets.

(iii) Any transaction or transactions with any Liberman Family Interested Person involving in excess of $200,000 in the aggregate with respect to such Liberman Family Interested Person or $600,000 in the aggregate with respect to all Liberman Family Interested Persons, in each case during any twelve-month period commencing on or after the date hereof; provided, however, that for purposes of this Section 1A(iii), only the prior written consent of the Majority Oaktree Holders (if the Majority Oaktree Holders exist at such time) or the Deciding Tinicum Holders (if the Deciding Tinicum Holders exist at such time) shall be sufficient to permit the Company or any of its Subsidiaries to enter into a legally binding commitment to consummate or to consummate such transaction or transactions with any Liberman Family Interested Person; provided, further, that, notwithstanding the foregoing, no such consent shall be required with respect to (A) loans made by the Company or any of its Subsidiaries to any Liberman Family Interested Person prior to the date of this Agreement and set forth on LBI Media Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2005 (including any changes to or forgiveness of such loans but specifically excluding any increase in the amount of any such loans other than as a result of continuing accrual of interest thereon); (B) continuing the compensation arrangements with Jose Liberman and/or Lenard Liberman as of the date hereof, as described on Item 6. of Schedule 3.9 of the

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Investment Agreement (and entering into any future compensation arrangements with any Liberman Family Interested Person employed by the Company or any of its Subsidiaries so long as such compensation arrangements in the aggregate for any such employee do not materially exceed the level of compensation paid or payable at such time by other employers engaged in lines of business similar to those of the Company and its Subsidiaries to unaffiliated and unrelated employees performing services similar to those performed by such Liberman Family Interested Person on behalf of the Company and its Subsidiaries) and any increase in compensation paid by the Company or any of its Subsidiaries to any Liberman Family Interested Person in compliance with Section 1A(vi); (C) any transaction between the Company or any of its Subsidiaries on the one hand, and L.D.L Enterprises, on the other hand, in the ordinary course of business consistent with past practice; or (D) any dividends or other distributions in accordance with the Charter or (E) any indemnity payments or reimbursement of out-of-pocket expenses to any Liberman Family Interested Person in their capacity as an employee, officer, director or stockholder of the Company or any of its Subsidiaries.

(iv) Any sale, transfer or other disposition (excluding the granting of any liens) of assets or businesses of the Company or any Subsidiary (other than (a) any Sale Event, (b) any sale, transfer or other disposition between or among the Company and any of its wholly-owned Subsidiaries or between or among any wholly-owned Subsidiaries of the Company, (c) any sale, transfer or other disposition between or among the Company and/or any Subsidiaries of the Company, on the one hand, and any of the Company’s non-wholly owned Subsidiaries, on the other hand; provided that this clause (c) shall be effective only during such times that there is in effect any agreement or instrument of the Company or any of its Subsidiaries relating to Indebtedness that prohibits the creation, the existence or the effectiveness of the negative covenant set forth in this clause (iv) (or any portion thereof) without this clause (c), (d) any Relocations (as defined in the Revolving Credit Agreement) solely with respect to Station KZJL), or (e) the disposition of cash or Cash Equivalents (as defined in the Revolving Credit Agreement) in exchange for, or if the proceeds of such sale, transfer or other disposition are reinvested, as promptly as practicable, in either cash or Cash Equivalents (as defined in the Revolving Credit Agreement)) if the aggregate consideration received or receivable by the Company and its Subsidiaries in connection with any single transaction or a series of related transactions is greater than $50 million (it being understood that the amount of consideration received or receivable shall be the sum of (1) the amount of cash and Marketable Securities received or receivable by the Company or any of its Subsidiaries, (2) the principal amount of indebtedness (together with accrued and unpaid interest) of the Company and its Subsidiaries, in each case, assumed by the applicable purchaser and (3) if any portion of the consideration received or receivable is property that is not cash or Marketable Securities or assumption of indebtedness, then the fair market value of such property as reasonably determined by the Board in good faith).

(v) Any issuance of Equity Securities as incentive compensation to employees, directors or consultants of the Company or any of its Subsidiaries to the extent the amount thereof, as of the date of such issuance, when combined with all contemporaneous issuances of Equity Securities and prior issuances of Equity Securities issued after the date hereof, in each case as incentive compensation to employees, directors or consultants of the Company or any of its Subsidiaries (but excluding any expired Equity Securities or portions of expired Equity Securities as of the date of such issuance) exceeds five percent (5%) of the

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Company’s outstanding common stock as of the date of such issuance (it being understood that so long as the LTIP are paid in cash, such payments shall not be considered an issuance of Equity Securities).

(vi) Any increase in compensation to any Liberman Family Interested Person who is an employee or consultant of the Company or any of its Subsidiaries if, following such increase, the aggregate compensation paid or payable to such employee or consultant would be materially above the level of compensation paid or payable by other employers engaged in lines of business similar to those of the Company and its Subsidiaries to unaffiliated and unrelated employees or consultants performing services similar to those performed by such employee or consultant on behalf of the Company and its Subsidiaries; provided, however, that, for purposes of this Section 1A(vi), only the prior written consent of the Majority Oaktree Holders (if the Majority Oaktree Holders exist at such time) or the Deciding Tinicum Holders (if the Deciding Tinicum Holders exist at such time) shall be sufficient to permit the Company or any of its Subsidiaries to enter into a legally binding commitment to consummate or to consummate such increase in compensation.

(vii) Any material modification of the business strategy of the Company and its Subsidiaries, including entry into a broadcast business not primarily targeted towards the Hispanic market (unless such business broadcasts in a market with a significant Hispanic population at the time of acquisition and the Company or any of its Subsidiaries intends to convert it to primarily Spanish language programming).

(viii) Commencement of any voluntary bankruptcy proceeding or termination, liquidation or dissolution of the Company or any of its Subsidiaries; provided that (a) a conversion of a Subsidiary into a corporation or limited liability company (through a merger or otherwise), (b) a bona fide merger or consolidation (including between the Company and its wholly owned Subsidiaries or between wholly owned Subsidiaries of the Company) which is otherwise not prohibited and does not require a consent under any other provision of this Agreement, or (c) a termination, liquidation or dissolution of any Subsidiary of the Company in connection with or following any sale or other disposition of all or substantially all of the assets of such Subsidiary that is not prohibited and does not require a consent under (or if a consent is required, a consent has been obtained under) any other provision of this Agreement, shall not be deemed to be a termination, liquidation or dissolution for purposes of this Section 1A(viii).

(ix) Any change in the Company’s independent auditors to any firm that is not a “Big Four” accounting firm.

(x) Any Sale Event, unless (A) the acquiring party in such Sale Event is not a Class B Permitted Holder or an Affiliate of any Class B Permitted Holder and (B) the aggregate consideration payable to Investors and Investor Permitted Transferees for, or in respect of, their applicable Specified Equity Securities being transferred with respect to such Sale Event constitutes Qualifying Consideration (which consideration on a per share basis shall not be less than the consideration received or receivable by any Class B Permitted Holder on a per share basis), it being understood that all consideration payable shall be deemed to constitute Qualifying Consideration so long as each Investor and each Investor Permitted Transferee is given the right

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to receive the aggregate consideration for, or in respect of, its applicable Specified Equity Securities being transferred in such Sale Event in the form of Qualifying Consideration even if one or more of the Investors or Investor Permitted Transferees elects to receive consideration other than Qualifying Consideration. For avoidance of doubt, the parties agree that except described in this clause (x), without limiting the rights of the Stockholders (other than the Class B Permitted Holders) pursuant to Section 3, Section 4 and Section 5, the Class B Permitted Holders may transfer any portion or all of their interest in the Company, and the Class B Permitted Holders and/or the Company may otherwise enter into a Sale Event, in each case for consideration the Class B Permitted Holders determine to be appropriate, without the consent of the Investors, Investor Permitted Transferees or any other holder of Specified Equity Securities. In any Sale Event described in clause (A) of the definition thereof, to the extent that the Majority Oaktree Holders and the Deciding Tinicum Holders do not have the right to consent to such Sale Event because the conditions described in clauses (A) and (B) are satisfied, the Company shall use commercially reasonable efforts to pay or deliver, as the case may be, as promptly as practicable after the consummation of such Sale Event, to the applicable Investor or Investor Permitted Transferee that has elected to receive such Qualifying Consideration the applicable portion of such Qualifying Consideration so elected that constitutes Net Assets in redemption of, or as a liquidating distribution for, the applicable portion of the applicable Specified Equity Securities of such Investor or Investor Permitted Transferee.

(xi) Any change in the corporate form of the Company to an entity other than a Delaware corporation (other than in connection with a Sale Event).

The negative covenants contained in this Section 1A shall terminate immediately after consummation of the earlier of a Qualified IPO or a Sale Event; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, the negative covenants contained in this Section 1A shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders.

1B. Certain Covenants of the Company and the Stockholders (Other Than Class B Permitted Holders).

(i) From and after the date of this Agreement, the Company hereby covenants that during any period of time during which the Company or any of its Subsidiaries holds direct or indirect interests in radio or television station licenses issued by the FCC and any Stockholder (other than a Class B Permitted Holder) remains a holder of any Specified Equity Securities:

(a) The Company shall not enter into a binding purchase agreement that contemplates the acquisition of an Other Attributable Interest unless written notice first shall have been provided to each Stockholder (other than a Class B Permitted Holder) who at

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such time holds an Attributable Interest in the Company or any of its Subsidiaries (each such Stockholder, an “Attributable Stockholder”), and each Attributable Stockholder shall have been provided an opportunity to consult with the Company regarding whether the acquisition of such Other Attributable Interest would reasonably be expected to materially impair (x) the Attributable Stockholder’s ability to continue to hold Attributable Interests in media properties other than the Company and its Subsidiaries as of the date such notice is received by such Attributable Stockholder, or (y) the Attributable Stockholder’s or its Affiliates’ ability to implement business plans for investments in media properties (collectively, the effects referenced in clauses (x) and (y), a “Potential Company-Caused Ownership Rules Compliance Issue”).

If the Attributable Stockholder fails to respond to such notice within five (5) Business Days to request consultation with the Company as referenced in the preceding sentence or if, after any such consultation, the parties thereto reasonably determine that no Potential Company-Caused Ownership Rules Compliance Issue exists, the Company may immediately proceed to enter into the binding agreement for the acquisition of an Other Attributable Interest.

(b) If (regardless of whether the Attributable Stockholder requests consultation) a Potential Company-Caused Ownership Rules Compliance Issue exists, the Attributable Stockholders shall (i) renounce such Attributable Stockholder’s right, if any, to a seat on the board of directors of the Company and any of its Specified Subsidiaries (in each case, as a voting member and/or as an observer, to the extent required by FCC regulations, including as determined based upon the policy enforced by the FCC’s staff at such time) and cause such directors and/or observers, as applicable, designated by such Attributable Stockholder (or by any group of Stockholders of which such Attributable Stockholder is a part) to resign from such seats, in each case, but only to the extent necessary so that such Attributable Stockholder’s interest in the Company is no longer an Attributable Interest, or (ii) if the action contemplated by the foregoing clause (i) does not result in such Attributable Stockholder’s interest in the Company no longer being an Attributable Interest (whether as a result of a change in FCC regulations or otherwise), the Company and such Attributable Stockholder shall negotiate in good faith in order to identify a mutually satisfactory resolution to the Potential Company-Caused Ownership Rules Compliance Issue (including whether changes can be made to the terms of the Attributable

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Stockholder’s investment in the Company that preserve the economic terms and equivalent minority shareholder protections for such investment while resulting in such Attributable Stockholder’s interest in the Company no longer being an Attributable Interest in the Company) (collectively, the matters described in the foregoing clauses (i) and (ii), the “Corrective Actions”).

Notwithstanding the foregoing, no Stockholder shall be required to relinquish any right to an observer on the board of directors of the Company or any of its Specified Subsidiaries unless and until the Company shall have promptly provided such Stockholder with all relevant correspondence and information regarding any concern expressed by the FCC’s staff with respect to the continuation of such rights and shall have exercised diligent and reasonable good faith efforts in cooperation with such Stockholder to preserve such rights for such Stockholder, which cooperation shall include, as appropriate, facilitating the participation of such Stockholder in meetings and telephone conferences with the FCC’s staff regarding such rights.

(ii) From and after the date of this Agreement, each Stockholder (other than a Class B Permitted Holder), including any Person (other than a Class B Permitted Holder) becoming a Stockholder by executing a Joinder Agreement, hereby covenants with respect to itself and the Equity Securities held by it, that during any period of time during which the Company or any of its Subsidiaries holds direct or indirect interests in radio or television station licenses issued by the FCC, so long as such Stockholder remains a holder of any Equity Securities:

(a) Except as permitted by the Company in writing, the direct and indirect ownership of the Equity Securities by “Aliens” (as defined in the Charter) (“Aliens”) (such ownership, measured based on percentage of both equity and voting interests of the Company, with the higher figure governing, and assessed pursuant to Section 310(b)(4) of the Communications Act and the FCC’s published rules and policies governing alien ownership of broadcast licensees being referred to hereafter as “Foreign Ownership”) resulting from the ownership of Equity Securities by Stockholders, shall be limited as follows:

(1) with respect to Equity Securities held by Oaktree, Tinicum and their respective Affiliates (with Equity Securities held by any Investor Permitted Transferees of Oaktree and/or Tinicum that is not either Oaktree or Tinicum or an Affiliate of Oaktree or Tinicum not being regarded as Equity Securities held by Oaktree, Tinicum and their respective Affiliates), (x) for so long as such Equity Securities are held

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by any of Oaktree, Tinicum or their respective Affiliates, the aggregate percentage of Foreign Ownership of the Company’s Equity Securities resulting therefrom (that is, the number of percentage points of the Company’s total Foreign Ownership resulting from the Equity Securities held by Oaktree, Tinicum and their respective Affiliates, the “Aggregate Oaktree/Tinicum Foreign Ownership Percentage”) shall not exceed the Oaktree/Tinicum Maximum Foreign Ownership Percentage (as defined below), as in effect at any time, and (y) at any time that the Oaktree/Tinicum Maximum Foreign Ownership Percentage is not in effect under this Section, the Aggregate Oaktree/Tinicum Foreign Ownership Percentage shall not exceed (1) the aggregate percentage of the overall Equity Securities in the Company held by Oaktree, Tinicum and their respective Affiliates multiplied by (2) the Company Maximum Foreign Ownership Percentage (as defined below) (the “Pro Rata Share”). As used in this Agreement, the “Company Maximum Foreign Ownership Percentage” means 25% or, in the event of an amendment to Section 310(b)(4) of the Communications Act, such greater or lower percentage as may be set forth therein at any time.

(2) with respect to all Equity Securities held by a Stockholder other than Oaktree, Tinicum or their respective Affiliates, if the Oaktree/Tinicum Maximum Foreign Ownership Percentage is then in effect, the percentage of the Foreign Ownership of the Company taken as a whole resulting from the ownership of such Equity Securities by such Stockholder shall not exceed (1) the percentage held by such Stockholder of the Equity Securities in the Company other than Equity Securities held by Oaktree, Tinicum and their respective Affiliates multiplied by (2) (A) the Company Maximum Foreign Ownership Percentage minus (B) the then outstanding Oaktree/Tinicum Maximum Foreign Ownership Percentage.

With respect to all Equity Securities held by a Stockholder other than Oaktree, Tinicum and their respective Affiliates, if the Oaktree/Tinicum Maximum Foreign Ownership Percentage is not in effect, the percentage of the Foreign Ownership of the Company taken as a whole resulting from the ownership of such Equity Securities by such Stockholder shall not exceed (1) the percentage of Equity Securities in the Company held by such Stockholder multiplied by (2) the Company Maximum Foreign Ownership Percentage.

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As used herein, the term “Oaktree/Tinicum Maximum Foreign Ownership Percentage” means eleven percent (11%), or such lesser percentage as is equal to the percentage of Foreign Ownership of Equity Securities taken as a whole which results from time to time from a reduction in the Foreign Ownership of Equity Securities held by Oaktree or any of its Affiliates and/or Tinicum or any of its Affiliates after the date hereof, whether as a result of a Transfer of Equity Securities or as a result of a change in the composition of the holders of securities of Oaktree, Tinicum and their respective Affiliates, or otherwise, it being understood that, following any decrease in the Oaktree/Tinicum Maximum Foreign Ownership Percentage, the Oaktree/Tinicum Maximum Foreign Ownership Percentage thereafter shall equal such lower percentage to which the Oaktree/Tinicum Maximum Foreign Ownership Percentage has decreased (for example, if the Oaktree/Tinicum Maximum Foreign Ownership Percentage decreases to nine percent (9%), the Oaktree/Tinicum Maximum Foreign Ownership Percentage shall then equal 9 percent (9%)) and shall not increase other than as a result of the last paragraph of this Section 1B(ii)(a).

The Oaktree/Tinicum Maximum Foreign Ownership Percentage shall cease to be in effect at any time after which the Aggregate Oaktree/Tinicum Foreign Ownership Percentage does not exceed (1) the aggregate percentage of the overall Equity Securities held by Oaktree, Tinicum and their respective Affiliates multiplied by (2) the Company Maximum Foreign Ownership Percentage.

Notwithstanding anything to the contrary in this Section 1B, the contribution to the Company’s overall Foreign Ownership percentage from Equity Securities held by Oaktree, Tinicum and their respective Affiliates may exceed the Oaktree/Tinicum Maximum Foreign Ownership Percentage or, if the Oaktree/Tinicum Maximum Foreign Ownership Percentage is not in effect, the Pro Rata Share (and the Oaktree/Tinicum Maximum Foreign Ownership Percentage shall be reinstated at a level reflecting the Aggregate Oaktree/Tinicum Foreign Ownership Percentage as of such date, but subject to reduction and termination in the same manner in which the initial Oaktree/Tinicum Maximum Foreign Ownership Percentage is subject to reduction and termination hereunder), to the extent such increase results solely from the Company’s redemption of Equity Securities from a Stockholder other than Oaktree and its Affiliates and/or Tinicum and its Affiliates.

(b) No Person (other than a Class B Permitted Holder) shall become an Attributable Stockholder (including as a result of a Transfer or

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issuance of Equity Securities or as a result of any change in applicable FCC ownership attribution rules from time to time) or shall Transfer any of its interests in Equity Securities to any Stockholder or other Person that, as a result of such Transfer, will become an Attributable Stockholder, in each case, unless written notice first shall have been provided to the Company and the Company shall have been provided an opportunity to consult with such Person, as applicable, regarding whether the Other Attributable Interests, if any, that the Person becoming an Attributable Stockholder or its Affiliates holds would reasonably be expected to materially impair (x) the Company’s or any of its Subsidiaries’ ability to own any of the media properties then owned by the Company or any of its Subsidiaries, or (y) the implementation of the Company’s or any of its Subsidiaries’ business plans for investments in media properties ) (collectively, the effects referenced in clauses (x) and (y), a “Potential Investor-Caused Ownership Rules Compliance Issue” and together with a Potential Company-Caused Ownership Rules Compliance Issue, a “Potential Ownership Rules Compliance Issue”).

If a Stockholder’s or any other Person’s becoming an Attributable Stockholder would reasonably be expected to result in a Potential Investor-Caused Ownership Rules Compliance Issue, unless waived in writing by the Company, the Stockholder, such Person, or such Attributable Stockholder in question, as applicable, shall, and shall cause its Affiliates to, remedy, or to agree to remedy at such time as it is necessary to do so, such Potential Investor-Caused Ownership Rules Compliance Issue by taking all steps necessary, including (i) refraining from becoming an Attributable Stockholder, including by converting or agreeing to convert such Person’s interests or prospective interests in the Company into interests which will not result in the Person becoming an Attributable Stockholder, (ii) prior to becoming an Attributable Stockholder, divesting or restructuring Other Attributable Interests held by such Person or its Affiliates so that such interests will no longer constitute Other Attributable Interests, or (iii) taking other actions which will remedy the Potential Investor-Caused Ownership Rules Compliance Issue; provided that no Stockholder shall be required to relinquish any right to an observer on the board of directors of the Company or any of its Specified Subsidiaries unless and until the Company shall have promptly provided such Stockholder with all relevant correspondence and information regarding any concern of the FCC’s staff with respect to the continuation of such rights and shall have exercised diligent and reasonable good

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faith efforts in cooperation with such Stockholder to preserve such rights for such Stockholder.

Subject to any other consent rights which may apply to a Transfer, a failure of the Company to respond to written notice within five (5) Business Days shall be deemed an affirmative consent to the Stockholder or such other Person becoming an Attributable Stockholder.

(c) No Attributable Stockholder nor any of its Affiliates shall enter into a binding purchase agreement that contemplates the acquisition of an Other Attributable Interest unless written notice first shall have been provided to the Company and the Company shall have been provided an opportunity to consult with such Attributable Stockholder regarding whether such Attributable Stockholder’s or its Affiliate’s acquisition of an Other Attributable Interest would reasonably be expected to result in a Potential Investor-Caused Ownership Rules Compliance Issue.

If the acquisition by an Attributable Stockholder or any of its Affiliates of an Other Attributable Interest would reasonably be expected to result in a Potential Investor-Caused Ownership Rules Compliance Issue, unless waived in writing by the Company, such Attributable Stockholder and the Company, as applicable, shall take the Corrective Actions in order to avoid the Potential Investor-Caused Ownership Rules Compliance Issue; provided that no Stockholder shall be required to relinquish any right to an observer on the board of directors of the Company or any of its Specified Subsidiaries unless and until the Company shall have promptly provided such Stockholder with all relevant correspondence and information regarding any concern of the FCC’s staff with respect to the continuation of such rights and shall have exercised diligent and reasonable good faith efforts in cooperation with such Stockholder to preserve such rights for such Stockholder, which cooperation shall include, as appropriate, facilitating the participation of such Stockholder in meetings and telephone conferences with the FCC’s staff regarding such rights.

A failure of the Company to respond to written notice within five (5) Business Days shall be deemed an affirmative consent to the acquisition of an Other Attributable Interest by an Attributable Stockholder or its Affiliate, as applicable.

(iii) In the event of any breach of the representations and warranties made by the Investors in the first sentence of Section 5.4 of the Investment Agreement, or made by any Stockholder (other than a Class B Permitted Holder) in a Joinder Agreement, executed

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pursuant to Section 8A, or in the event of any breach of Section 1B(ii) above (other than by the Company), regardless of when such breach is determined, in each case solely to the extent such breach relates to Foreign Ownership, the breaching Investor or Stockholder shall take all actions that are necessary to remedy such breach within one hundred twenty (120) days (or such shorter period (not to be less than thirty (30) days) as reasonably determined by the Company to be necessary to avoid a violation of applicable FCC rules or to permit timely consummation of a pending transaction by the Company or any of its Subsidiaries) of the receipt of notification from the Company of the existence of such breach, it being understood that such breach may be remedied by such Investor or other Stockholder in any manner that is not otherwise prohibited by this Agreement, including by changing such Investor’s or other Stockholder’s ownership structure, by transferring to any of its Affiliates (including any “side car” funds), or by exercising its rights under Section 3C (it being understood that, to the extent that the exercise of such rights under 3C is necessary to remedy such breach, such breaching Stockholder and its Affiliates shall cause such Affiliates to transfer to such breaching Stockholder such Affiliates’ rights under Section 3C pursuant to Section 3C(viii)), so long as such actions individually or collectively remedy the breach. Additionally, from time to time, so long as such Investor or Stockholder remains a holder of Equity Securities, such Person shall (x) cooperate with any program reasonably undertaken by the Company or any of its Subsidiaries to monitor compliance with the Company Maximum Foreign Ownership Percentage, including the completion (not more than once per calendar year, except if the Company reasonably determines that such surveys be conducted with greater frequency) of periodic surveys provided by the Company or any of its Subsidiaries for such purpose, and (y) provide such information to the Company or any of its Subsidiaries as is reasonably requested by the Company or any of its Subsidiaries in connection with the preparation of applications or other filings with the FCC or as is reasonably necessary for the Company or any of its Subsidiaries to monitor the compliance by the Company and its Subsidiaries with FCC Regulations, including 47 C.F.R. Section 73.3555.

(iv) Unless the Company and the affected Attributable Stockholder agree otherwise, no Corrective Action shall be implemented prior to the date that it is reasonably necessary to do so to avoid a violation of applicable FCC rules or to permit timely consummation of the acquisition of an Other Attributable Interest by the Company or any of its Subsidiaries. Upon the request of any Stockholder that is no longer an Attributable Stockholder by virtue of that Stockholder’s having taken any Corrective Action, to the degree practicable, such Corrective Action shall promptly be reversed at any time that doing so would not result in a Potential Ownership Rules Compliance Issue, including, as applicable, reinstatement of such Stockholder’s seat on the board of directors or board observer rights. Notwithstanding the foregoing, if the Company reasonably notifies the applicable Stockholder that a legal impediment exists to reversing any Corrective Action, the Company and such Stockholder shall negotiate in good faith and use commercially reasonable efforts to arrive at a mutually agreeable resolution.

(v) If the obligation to take Corrective Actions requires a Stockholder that is intended to be a “venture capital operating company” for purposes of Department of Labor Regulation § 2510.3-101 et seq. to relinquish the right to appoint both a member and an observer to the board of directors of the Company or any of the Specified Subsidiaries and, as a result of such Corrective Actions, such Stockholder’s interest in the Company ceases to constitute a “venture capital investment” as determined under ERISA and DOL Reg. Sec.

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2510.3-101 et seq. (and any amendment thereto) (a “VCOC Interest”) (after giving effect to any Management Rights Letter then in effect), at the request of such Stockholder, such Stockholder and the Company and its Specified Subsidiaries shall negotiate in good faith the terms of a Management Rights Letter (or an amendment to any existing Management Rights Letter) in form and substance reasonably acceptable to the Stockholder, the Company and the Specified Subsidiaries, which provides to such Stockholder the management rights necessary to ensure that such Stockholder’s interest in the Company continues to constitute a VCOC Interest, and the Company and/or the Specified Subsidiaries, as applicable, shall enter into such Management Rights Letter (or such amendment) upon the completion of the negotiation thereof. Notwithstanding anything in the foregoing to the contrary, neither the Company nor any of its Subsidiaries shall be required to enter into a Management Rights Letter (or any such amendment) if doing so would create a Potential Ownership Rules Compliance Issue.

(vi) Other than as expressly set forth in Section 1B(iii) (with respect to transfers to Affiliates (including side car funds) or with respect to the exercise of rights under Section 3C), nothing in the foregoing provisions of this Section 1B shall give the Company or any other party a right to require Oaktree, Tinicum or any of their respective Affiliates to sell, transfer, or otherwise divest any assets held by them.

(vii) From and after the date of this Agreement, no Investor or Investor Permitted Transferee shall enter into, or otherwise become party to, any voting or similar agreement relating to (i) the rights of the Majority Oaktree Holders and the Deciding Tinicum Holders under Section 1A, (ii) the determination of “Fair Market Value” or, for purposes of Section 1A(i), of whether or not the price of Equity Securities is Below Closing Date Price, or the determination of Allotment Percentage pursuant to Section 5A, (iii) the rights of the Majority Oaktree Holders or Deciding Tinicum Holders under Section 8B or Section 17, or (iv) any other provision under this Agreement if, in the case of this clause (iv), the effect of any such voting or similar agreement relating to such other provision is to convert a vote or consent required from either of Majority Oaktree Holders or Deciding Tinicum Holders (but not both) or from either of holders of a majority of Oaktree Shares or holders of a majority of Tinicum Shares (but not both) to a vote or consent required from both of such groups, as applicable.

(viii) Each Stockholder (other than Class B Permitted Holders) agrees that, except in connection with a Transfer pursuant to Section 3C or Section 4, and except as permitted by the Company in writing, (a) it shall not at any date permit any individual who serves as a director, officer or controlling person of such Stockholder or any individual who serves as a director, executive officer or controlling person of any of its Subsidiaries to also serve on the board of directors or other equivalent governing body of, and (b) it shall not, and shall cause its Subsidiaries not to, at any date acquire equity securities in, any company engaged (or, to such Stockholder’s knowledge, planning to engage) primarily in the business of Spanish language television (including cable television) and/or radio broadcasting in any geographic area in which the Company or any of its Subsidiaries conducts such business as of such date (or, to such Stockholder’s knowledge as of such date, in which the Company or any of its Subsidiaries plans to conduct such business) (a “Stockholder Restricted Business”); provided, however, that the ownership of less than five percent (5%) of the outstanding stock of any Person which engages in the Stockholder Restricted Business shall not constitute a breach of clause (b) above. In the event any act or circumstance would otherwise violate this Section 1B(viii), such

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Stockholder shall be permitted to sell, transfer or otherwise dispose of all or a portion of its interest in a Person or, as applicable, cause an individual to resign as a director or governing body member, in each case to the extent necessary to no longer be in violation of the preceding sentence within 180 days of the earlier of: (1) the first date on which such Stockholder had knowledge that such violation would otherwise have occurred and (2) the first date on which the Company or a Class B Permitted Holder advises such Stockholder in writing that such violation would otherwise have occurred, and in such case, such Stockholder shall not be (and shall not deemed to have been) in violation of this Section 1B(viii) with respect to such act or circumstance. The obligations under this Section 1B(viii) shall terminate, with respect to Oaktree or any of its Investor Permitted Transferees (as applicable), at any time (and only so long as) both of the following conditions shall be satisfied: (a) the Oaktree Director and the Oaktree Observers designated by Oaktree or such Investor Permitted Transferees, as applicable, no longer serve on the board of directors (or any similar governing body) or any committee of the Company or any of its Subsidiaries; and (b) Oaktree or such Investor Permitted Transferee, as applicable, no longer has the right to receive (or, if Oaktree and its Investor Permitted Transferees have such right, no longer exercises such right to receive) material non-public information regarding the Company or any of its Subsidiaries pursuant to this Agreement or any other agreement. The obligations under this Section 1B(viii) shall terminate, with respect to Tinicum or any of its Investor Permitted Transferees (as applicable), at any time (and only so long as) both of the following conditions shall be satisfied: (a) the Tinicum Director and the Tinicum Observer designated by Tinicum or such Investor Permitted Transferees, as applicable, no longer serves on the board of directors (or any similar governing body) or any committee of the Company or any of its Subsidiaries; and (b) Tinicum or such Investor Permitted Transferee, as applicable, no longer has the right to receive (or, if Tinicum and its Investor Permitted Transferees have such right, no longer exercises such right to receive) material non-public information regarding the Company or any of its Subsidiaries pursuant to this Agreement or any other agreement. The obligations under this Section 1B(viii) shall terminate, with respect to any Stockholder (other than Stockholders covered by the immediately preceding two sentences and other than Class B Permitted Holders), at any time (and only so long as) both of the following conditions shall be satisfied: (a) all directors and observers, if any, designated by such Stockholder or its Affiliates (or any group of Stockholders of which such Stockholder is a part) no longer serve on the board of directors (or any similar governing body) or any committee of the Company or any of its Subsidiaries; and (b) such Stockholder and its Affiliates no longer have the right to receive (or, if such Stockholder has such right, no longer exercises such right to receive) material non-public information regarding the Company or any of its Subsidiaries pursuant to this Agreement or any other agreement.

SECTION 2. RIGHTS TO CERTAIN INFORMATION; MANAGEMENT RIGHTS

2A. Financial Statements and Other Information. From and after the date hereof, until the consummation of an IPO or a Sale Event, the Company shall deliver to each Stockholder (other than Class B Permitted Holders) and, to the extent requested in writing by the holders of a majority of the Class B Common Stock, such Class B Permitted Holders (except in the case of the Station Financials (as defined below), which the Company shall deliver only to the Investors and their Affiliates who are Investor Permitted Transferees and, to the extent requested in writing by the holders of a majority of the Class B Common Stock, such Class B

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Permitted Holders, and to any other Stockholder in the Company’s discretion), in each case, so long as such Person remains a holder of any Specified Equity Securities:

(i) when available, but in any event within 45 days after the end of each quarterly accounting period in each fiscal year, unaudited consolidated statements of income and cash flows of LBI Media Holdings and its Subsidiaries for such quarterly period, unaudited consolidated balance sheets of LBI Media Holdings and its Subsidiaries as of the end of such quarterly period, and unaudited statements showing the calculation of EBITDA (as such term is used by the Company, in its sole discretion), of each broadcast station of LBI Media Holdings and its Subsidiaries for such quarterly period (the “Quarterly Station Financials”) setting forth, in each case, to the extent applicable, comparisons to the corresponding period in the preceding fiscal year, and the Company shall instruct the Person preparing (and the accounting firm reviewing) such statements (other than the Quarterly Station Financials) in writing to do so in accordance with GAAP, subject to the absence of footnote disclosures and to normal year end adjustments; and

(ii) when available, but in any event within 90 days after the end of each fiscal year, audited consolidated statements of income, stockholders’ equity and cash flows of LBI Media Holdings and its Subsidiaries for such fiscal year, audited consolidated balance sheets of LBI Media Holdings and its Subsidiaries as of the end of such fiscal year, and unaudited statements showing the calculation of EBITDA (as such term is used by the Company, in its sole discretion) of each broadcast station of LBI Media Holdings and its Subsidiaries for such fiscal year (together with the Quarterly Station Financials, the “Station Financials”) setting forth in each case, to the extent applicable, comparisons to the annual budget and to the preceding fiscal year, and the Company shall instruct the Person preparing (and the accounting firm reviewing or auditing) such statements (other than the Station Financials) in writing to do so in accordance with GAAP, and the consolidated portions of such audited statements shall be accompanied by an opinion of Company’s independent accounting firm. The Company shall not request the opinion of the Company’s independent accounting firm to be qualified in scope.

The Company’s obligations under this Section 2A shall terminate immediately after the consummation of the earlier of an IPO or a Sale Event (other than with respect to the Company’s obligations to deliver Station Financials, which shall terminate only immediately after the consummation of the earlier of a Qualified IPO or a Sale Event); provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, the Company’s obligations under this Section 2A shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders. Notwithstanding the foregoing, if the Company or its successor, or the direct or indirect holder or holders of a majority of the outstanding voting power of the Company or such successor, is obligated after such Sale Event, to deliver to any Person (other than the Company’s, such successor’s or such controlling person’s directors, officers, advisors and representatives, in their capacity as such) any financial information of the type described in this Section 2A, then, so long

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as the Company or such successor or controlling holder or holders is required to deliver such financial information to such Person, the Company, such successor or controlling holder or holders shall also be required to deliver such financial information, at the same time as delivered or required to be delivered to such Person, to each Investor and Investor Permitted Transferee who is an Affiliate of such Investor who holds any Specified Equity Securities and, to the extent requested in writing by the holders of a majority of the Class B Common Stock, such Class B Permitted Holders. From and after an IPO, any holder of Specified Equity Securities may at any time or from time to time by written notice to the Company request that the Company not deliver information it is entitled to receive hereunder or to request delivery of any information to which it is entitled hereunder but which it previously elected not to receive, and the Company shall comply with such requests. The Company’s obligations under this Section 2A will be deemed to have been satisfied for such reports, documents and information if the Company or any of its Subsidiaries files and provides such reports, documents and information required by this Section 2A with the SEC for public availability.

2B. Annual Budget; Access. The Company shall, in the case of each Investor and each Investor Permitted Transferee that, in each case, collectively with its Affiliates that are Investors or Investor Permitted Transferees, holds not less than 10% of the aggregate number of the shares of Class A Common Stock issued to the Investors on the date hereof (after appropriate adjustment for stock splits, stock dividends, combinations of shares, recapitalizations, mergers, consolidations or other reorganizations):

(i) when available, but in any event prior to January 31 following the beginning of each fiscal year, deliver to such holder the annual budget for the Company and its Subsidiaries for such fiscal year and approved by or submitted to the Board or otherwise used by the Company or any of its Subsidiaries, and promptly upon preparation thereof any other budgets prepared by the Company and approved by or submitted to the Board and any material revisions of such annual or other budgets; and

(ii) upon reasonable notice and during normal business hours as such holder may reasonably request, permit such holder to, at the sole expense of such holder (a) visit and inspect any of the properties of the Company and/or any of its Subsidiaries, (b) except to the extent prohibited by applicable Law, examine the corporate and financial books and records of the Company and/or any of its Subsidiaries and make copies thereof or extracts therefrom and (c) discuss the affairs, finances and accounts of any such entity with Lenard Liberman, Jose Liberman, Winter Horton, any individual acting in the capacity of Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer or Executive Vice President (or similar capacity if no person holds the title of Chief Executive Officer, President, Chief Financial Officer, Chief Operating Officer or Executive Vice President, as applicable) and the directors and independent accountants of the Company and/or any of its Subsidiaries, in each case, to the extent that any of the foregoing does not violate any Law or unreasonably interfere with the operation of the Company and its Subsidiaries. The presentation of an executed copy of this Agreement by any such holder to the Company’s independent accountants shall constitute the Company’s permission to its independent accountants to participate in discussions with such holder.

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The Company’s obligations under this Section 2B shall terminate immediately following the consummation of the earlier of a Qualified IPO or Sale Event; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, the Company’s obligations under this Section 2B shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders.

2C. Confidentiality. From the date hereof until the end of the two year period commencing on the date on which such Person and its Affiliates no longer continue to own, directly or indirectly, any Specified Equity Securities (or any successor security thereof), except as reasonably necessary or desirable in connection with a Transfer or proposed Transfer of Specified Equity Securities in accordance with this Agreement (so long as such transferee or proposed transferee, as applicable, enters into (i) a confidentiality agreement with the Company in form and substance substantially similar to this Section 2C, and in any event not any less favorable to the Company, or (ii) a Joinder Agreement, in each case before disclosing any Confidential Information to such transferee or proposed transferee), each Stockholder (other than Class B Permitted Holders) agrees to keep, and to cause its Affiliates and Representatives to keep, strictly confidential, and not to disclose or permit its Affiliates or Representatives to disclose, any Confidential Information in their respective possession. In the event that any such Stockholder or its Affiliates or Representatives are required by applicable Law or by interrogatories, requests for information or documents, subpoenas, civil investigative demand or similar process or regulation with respect to any litigation, investigation or other proceeding before any court or arbitrator to disclose any Confidential Information, then prior to disclosing any such information in accordance with such request such Person will provide the Company with written notice (unless prohibited by Law) of such request or requirement so that the Company may seek an appropriate protective order (and if the Company seeks such an order, such holder and its Affiliates and Representatives will provide such reasonable cooperation at the Company’s sole expense as the Company shall reasonably request). If in the absence of a protective order, such Stockholder or any of its Affiliates or Representatives nonetheless, upon the advice of legal counsel, reasonably believes it is required by Law to disclose Confidential Information, such Person may disclose only that portion of the Confidential Information that such Person reasonably believes it is required to disclose and such Person will exercise commercially reasonable efforts to obtain assurance that such Confidential Information will be afforded confidential treatment. Each such Stockholder shall be responsible for any failure of its Affiliates or Representatives to comply with this Section 2C.

SECTION 3. RESTRICTIONS ON TRANSFER OF SPECIFIED EQUITY SECURITIES

3A. Restrictions on Transfer. No Stockholder may sell, transfer, assign, pledge or otherwise directly or indirectly dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of Law) (“Transfer” or a “Transfer”) any interest in any Specified Equity Securities, unless in compliance with the provisions of this

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Section 3. No Stockholder (other than any Class B Permitted Holder) shall Transfer any Specified Equity Securities without a Liberman Transfer Consent, except pursuant to the exercise of rights under Section 3C, an Exempt Transfer permitted by Section 3D or a Transfer in a Drag Transaction in accordance with Section 4.

For purposes hereof, “Liberman Transfer Consent” means (i) for so long as the Company is a Liberman Controlled Company and either Lenard Liberman or Jose Liberman is the Chief Executive Officer, President or Executive Vice President of the Company or holds a similar executive position, and is not then Disabled, (a) the consent of Lenard Liberman for so long as he holds any such executive position and is not then Disabled, or (b) if Lenard Liberman is then Disabled or does not hold any such executive position, then the consent of Jose Liberman, and (ii) if the conditions of clause (i) are not satisfied, then the consent of the Board; provided that the consent of Lenard Liberman, Jose Liberman or the Board, as applicable, shall not be withheld or delayed unreasonably (other than any consent to any Transfer of Specified Equity Securities to a Company Competitor, which may be withheld in the absolute discretion of Lenard Liberman, Jose Liberman or the Board, as applicable).

3B. Rights of First Offer.

(i) If any Stockholder (other than a Class B Permitted Holder) (a “Transferring Stockholder”) desires to Transfer Specified Equity Securities (except pursuant to the exercise of rights under Section 3C, an Exempt Transfer permitted by Section 3D or a Transfer in a Drag Transaction in accordance with Section 4), such Transferring Stockholder shall deliver a written notice (the “Transfer Notice”) to the Company disclosing (w) the number of shares of Class A Common Stock or other Specified Equity Securities (including the number of shares of each class and category) that such Transferring Stockholder proposes to Transfer (the “ROFO Transfer Shares”), (x) the price at which the Transferring Stockholder proposes to make such Transfer, (y) the identity of the Person, if then known (including if such proposed transferee is an entity, the controlling beneficial and legal holders of equity interests therein to the extent such information is known by the Transferring Stockholder) to whom the Transferring Stockholder desires to Transfer the ROFO Transfer Shares, and (z) the other material terms applicable to such Transfer, including the nature of the consideration to be received and the material obligations to be undertaken by the Transferring Stockholder in connection with such Transfer. Promptly upon receipt thereof, the Company shall deliver a copy of the Transfer Notice to each Class B Permitted Holder (it being understood that any failure by the Company to do so shall not in any way affect the rights of any Transferring Stockholder hereunder).

(ii) Upon receipt of the Transfer Notice, the Class B Permitted Holders and/or the Company may accept such offer to sell all, but not less than all, of the ROFO Transfer Shares, by delivering to the Transferring Stockholder, within fifteen (15) days after receipt of the Transfer Notice, a written notice stating that such Person(s) accepts such offer to sell all of such shares at the price and on the other terms specified in the Transfer Notice, subject to definitive documentation relating to such Transfer (the “ROFO Exercise Notice”). Each Class B Permitted Holder who delivers any such notice shall also deliver a copy thereof to the Company and to each other Class B Permitted Holder, and the Company shall deliver a copy of each ROFO Exercise Notice it delivers or receives to each Class B Permitted Holder (it being understood that any failure by the Company to do so shall not in any way affect the rights of any Transferring

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Stockholder or exercising Class B Permitted Holders hereunder and it also being understood that the failure by any Class B Permitted Holder to deliver a copy of a ROFO Exercise Notice to the Company and to each Class B Permitted Holder shall not negate such ROFO Exercise Notice vis-à-vis the Transferring Stockholder). The allocation of ROFO Transfer Shares elected to be purchased by the Company and/or any Class B Permitted Holder shall be determined by the holders of a majority of the Class B Common Stock outstanding at such time. For the avoidance of doubt, the Transfer Notice shall constitute an irrevocable offer to sell the ROFO Transfer Shares and the ROFO Exercise Notice shall constitute an irrevocable acceptance of such offer to sell the ROFO Transfer Shares, in each case subject to agreement upon the definitive documentation relating to the Transfer by the Transferring Stockholder and the Class B Permitted Holders and/or the Company, as applicable, prior to the ROFO Outside Date.

(iii) If the Company and/or any Class B Permitted Holder delivers a ROFO Exercise Notice in accordance with this Section 3B, then the Transferring Stockholder, on the one hand, and the Company and/or any such Class B Permitted Holder, on the other hand, shall negotiate in good faith to consummate such Transfer of ROFO Transfer Shares during the sixty (60) day period thereafter, (which sixty (60) day period may be extended to up to one-hundred fifty (150) days if definitive agreements relating to such Transfer have been executed and delivered by the parties prior to the expiration of such sixty (60) day period, to the extent necessary to obtain any required governmental approval or clearance) (the date on which such period terminates, the “ROFO Outside Date,” it being understood that if the parties have not executed or delivered any definitive agreements by the end of such sixty (60) day period, the ROFO Outside Date shall not be later than the end of such sixty (60) day period), on such date and at such place and time, in each case, as shall be reasonably determined by the Transferring Stockholder and set forth in a written notice delivered to the Company, which date shall be not less than five (5) Business Days after the delivery of such written notice. At such closing, the purchaser of the ROFO Transfer Shares shall deliver to the Transferring Stockholder in immediately available funds, the consideration for the ROFO Transfer Shares, and the Transferring Stockholder shall deliver certificates evidencing the ROFO Transfer Shares, duly endorsed for transfer with signatures guaranteed, as applicable, against delivery by wire transfer of such consideration for the ROFO Transfer Shares.

(iv) If all notices required pursuant to Section 3B(i) have been duly given and neither the Company nor the Class B Permitted Holders have collectively accepted such offer to sell all of the ROFO Transfer Shares in accordance with this Section 3B, and the time period for the exercise of such purchase right has expired, or the Transfer of the ROFO Transfer Shares shall not have been consummated prior to the ROFO Outside Date (or definitive agreements have not been executed and delivered after good faith efforts to negotiate such document during the sixty (60) day period following such acceptance), then the Transferring Stockholder shall have the right, subject to compliance with Section 3A and the other provisions of this Agreement, for a period of one-hundred eighty (180) days from the earliest of (such earliest date, the “ROFO Termination Date”) (i) the expiration of the fifteen (15) day period following issuance of the Transfer Notice, (ii) the date on which the Transferring Stockholder receives notice from the Company and each Class B Permitted Holder that no such Person will exercise any rights pursuant to this Section 3B, or (iii) the ROFO Outside Date, as applicable, to sell to any third party or third parties all, but not less than all, of the ROFO Transfer Shares at a price which is not less than the price set forth in the Transfer Notice and on terms which, taken

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together, are not materially less favorable to the Transferring Stockholder than the terms set forth in the Transfer Notice, it being understood that the definitive documents relating to any such sale to one or more third parties may contain representations and warranties and covenants and agreements regarding the business of the Company that would not be contained in definitive documents relating to any such sale to the Company or any Class B Permitted Holders, and that the existence of any such representations and warranties or covenants and agreements, by itself, shall not constitute terms that are materially less favorable to the Transferring Stockholder for purposes of this Section 3B. If the Transferring Stockholder has not entered into an agreement to sell all of the ROFO Transfer Shares to a third party or third parties within such one-hundred eighty (180) days after the ROFO Termination Date in compliance with this Section 3B and consummated such sale in compliance with this Section 3B within two-hundred ten (210) days after the ROFO Termination Date, then such ROFO Transfer Shares shall continue to be subject to all of the provisions contained in this Agreement.

(v) The rights and obligations under this Section 3B shall terminate upon (and shall not be effective with respect to) the consummation of a Qualified IPO.

3C. Tag-Along Rights.

(i) At least fifteen (15), and not more than one-hundred thirty five (135) days (which one-hundred thirty-five (135) day period may be extended to up to two-hundred twenty-five (225) days to the extent necessary to obtain any required governmental approval or clearance) prior to any Transfer by any Class B Permitted Holder of Specified Equity Securities (other than any Exempt Transfer or a Transfer of Specified Equity Securities pursuant to Section 4), such Class B Permitted Holder (collectively with all other Class B Permitted Holders proposing to make any Transfer of any Specified Equity Securities concurrently therewith, the “Initiating Stockholder”) shall deliver a Tag-Along Sale Notice to each Stockholder (other than any Class B Permitted Holder), with a copy to the Company. For purposes hereof, a “Tag-Along Sale Notice” means a written notice that (a) states the number of shares of each class and category of Specified Equity Securities that the Initiating Stockholder proposes to Transfer (the “Transfer Shares”), (b) states the aggregate per share consideration (including any formula pursuant to which aggregate per share consideration will be determined) at which the Initiating Stockholder proposes to make such Transfer, (c) states the other material terms applicable to such Transfer, including the nature of the consideration to be received, the material obligations to be undertaken by the Initiating Stockholder in connection with such Transfer (including any Standard Obligations or any drafts thereof), the material conditions to the obligations of the parties to such proposed Transfer (to the extent such conditions are then available) and the identity of the proposed transferee (and if such proposed transferee is an entity, the controlling beneficial and legal holders of equity interests therein to the extent such information is known by the Initiating Stockholder), (d) if such Initiating Stockholder has entered into any agreement or executed any document in connection with the proposed transaction, includes therewith a copy of such agreement or document (or, in the case of an oral agreement, a written description thereof in reasonable detail), (e) states whether or not the Company will remain a Liberman Controlled Company upon consummation of such Transfer and any related transactions, (f) states the date on which the Transfer of Transfer Shares is expected to be consummated, and (g) includes therewith a draft of the definitive purchase agreement relating to such Transfer, and drafts of any other agreements or documents containing

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material terms affecting the rights and obligations of such Stockholder in such Transfer. If, upon or after delivering a Tag-Along Sale Notice, an Initiating Stockholder negotiates or executes any agreement or other document, or enters into any other agreement, relating to the proposed Transfer, the Initiating Stockholder shall promptly deliver to the Company and each Stockholder (other than any Class B Permitted Holder) a copy thereof as executed or in final form for execution, with a written notice confirming that the Initiating Stockholder has therewith delivered all agreements and other material documents to be executed by the Initiating Stockholder, including all documents to be executed by any Participating Stockholder (as defined below) in connection with such proposed Transfer.

(ii) Each Stockholder (other than any Class B Permitted Holder) may elect to participate in such proposed Transfer by written notice delivered to the Initiating Stockholder during the Tag-Along Election Period specifying the maximum number of applicable Specified Equity Securities which such Person proposes to sell in such Transfer, which shall not exceed such Stockholder’s applicable Tag-Along Portion (and such election during the Tag-Along Election Period shall also set forth the election such Stockholder makes with respect to the matters described in clauses (a) and (b) (in the case of such clause (b), to the extent the material terms of the Qualifying Consideration are known) of Section 3C(iv)) (each such Person who so elects to participate in such Transfer, a “Participating Stockholder”). By electing to participate in such proposed Transfer, a Stockholder (other than any Class B Permitted Holder) shall be entitled and obligated to sell or otherwise Transfer therein such applicable Specified Equity Securities elected to be sold as set forth in such written notice on terms which, taken together, are not materially less favorable to such Person (including, for the applicable Specified Equity Securities, the amount of aggregate per share consideration to be paid in such Transfer, which shall not be less than the Fair Market Value of aggregate per share consideration for the applicable Specified Equity Securities to be paid to the Initiating Stockholder) than to which the Initiating Stockholder is subject, and in any event at an aggregate per share consideration which is not lower than the aggregate per share consideration that is reflected (and on other terms, which taken together, are not materially less favorable to such Person than those that are reflected) in the Tag-Along Sale Notice and in the draft agreements or documents delivered pursuant to clause (g) of Section 3C(i).

(iii) For purposes hereof, the “Tag-Along Election Period” means the period commencing upon delivery of the Tag-Along Sale Notice (including the draft agreements and documentation referred to in clause (g) of the definition thereof) and ending fifteen (15) days thereafter. If the Initiating Stockholder, the Participating Stockholders and each other holder of Equity Securities (other than Specified Equity Securities) who has been granted other tag-along rights and who has exercised such rights with respect to the Transfer described in the Tag-Along Sale Notice (each, an “Other Tag-Along Stockholder”) elect in accordance with this Section 3C (or in accordance with any other applicable agreement granting such other tag-along rights) to Transfer in the aggregate a number of the applicable Equity Securities in excess of the number of the applicable Specified Equity Securities to be sold in such Transfer as set forth in the Tag-Along Sale Notice, then, subject to the right of each Participating Stockholder pursuant to clause (a) of Section 3C(iv), the opportunity to Transfer stock in such Transfer shall be allocated among the Initiating Stockholder and the Participating Stockholders and each Other Tag-Along Stockholder (to the extent the applicable agreement granting such Other Tag-Along Stockholder its tag-along rights so permits) ratably in proportion to each such Person’s holdings of the

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applicable Equity Securities; provided, that in no event shall any Participating Stockholder have the rights under clause (iv) below if the Company shall not cease to be a Liberman Controlled Company upon or in connection with such proposed Transfer (whether as a result of the application of this sentence or otherwise).

(iv) Notwithstanding the foregoing, if the Company shall cease to be a Liberman Controlled Company upon or in connection with a proposed Transfer of Transfer Shares, then, so long as the elections described in clause (a) and (b) below are made during the Tag-Along Election Period (or in the case of the election described in such clause (b), within ten (10) days following such time as the Initiating Stockholder notifies the Participating Stockholders in writing of the material terms of the Qualifying Consideration) (a) each Participating Stockholder shall be entitled, at its sole discretion, to sell in such Transfer, at the same aggregate per share consideration and on the same terms on which it is otherwise eligible to sell in such Transfer pursuant to this Section 3C, and in addition to such Stockholder’s applicable Tag-Along Portion, all or any portion of any other applicable Specified Equity Securities held by such Participating Stockholder, and (b) each Participating Stockholder shall be entitled to elect, at its sole discretion, to receive, in lieu of the consideration which such holder is otherwise entitled to receive pursuant to this Section 3C with respect to all (but not less than all) of the shares which such Participating Stockholder has elected to sell in such Transfer, Qualifying Consideration in an amount equal to the Fair Market Value of the consideration which such Participating Stockholder is otherwise entitled to receive pursuant to this Section 3C in such Transfer. Notwithstanding the foregoing, if the Company shall cease to be a Liberman Controlled Company but the Tag-Along Sale Notice delivered to such Stockholder does not state that the Company shall cease to be a Liberman Controlled Company, then such elections described in clause (a) and (b) above shall be made within fifteen (15) days after the Initiating Stockholder delivers to such Stockholder written notice that the Company shall cease to be a Liberman Controlled Company.

(v) The Initiating Stockholder shall use reasonable efforts to obtain the agreement of the prospective transferee(s) to the participation of the Participating Stockholders in any contemplated Transfer subject to this Section 3C, and shall not in any event consummate any such Transfer of any Specified Equity Securities unless each Participating Stockholder is permitted to sell in such Transfer the Specified Equity Securities which such Participating Stockholder is entitled to sell and elects to sell in such Transfer (“Participating Shares”) in the amount and on the terms set forth in this Section 3C; provided, however, that if the prospective transferee refuses to purchase the applicable Specified Equity Securities from a Participating Stockholder then, as an alternative, the Initiating Stockholder may consummate the proposed Transfer so long as contemporaneously with such Transfer the Initiating Stockholder satisfies its obligations pursuant to this sentence by purchasing (or designating one or more other Persons to purchase) from each Participating Stockholder all applicable Specified Equity Securities which such Participating Stockholder is entitled and has elected pursuant to this Section 3C to include in such Transfer, at the same aggregate per share consideration and on terms, which, taken together, are not materially less favorable to such Participating Stockholder than the terms on which such Participating Stockholder is otherwise entitled pursuant to this Section 3C to sell such shares in such Transfer. No Participating Stockholder transferring Participating Shares pursuant to this Section 3C shall be obligated to make any representations or warranties, provide any indemnification or enter into any other obligations, except that a Participating Stockholder

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shall be required to enter into Standard Obligations (whether in connection with a Transfer to the proposed transferee set forth in the Tag-Along Sale Notice or to the Initiating Stockholder or the Initiating Stockholder’s designee(s) pursuant to this Section 3C(v)) to the extent the Initiating Stockholder is entering into corresponding obligations that are not more favorable to the Initiating Stockholder in connection with its proposed Transfer of its applicable Specified Equity Securities.

(vi) For purposes of determining the aggregate per share consideration received in connection with a Transfer pursuant to this Section 3C, all amounts received or to be received by the Initiating Stockholder or any other Liberman Family Interested Person in connection with the proposed Transfer, including non-competition and similar fees and amounts in connection with employment, consulting or similar arrangements (but only to the extent that such amounts in connection with employment, consulting or similar arrangements exceed the higher of (a) then existing compensation levels paid or payable by the Company and its Subsidiaries to the applicable Person or (b) then current market levels for similarly situated employees and consultants in similarly situated companies engaged in the Company Lines of Business) shall be deemed to be consideration paid to such Initiating Stockholder in respect of the Transfer of Transfer Shares (with a reasonable net present value discount rate to be agreed to by the parties). The parties hereto agree that the per share consideration received by Class B Permitted Holders constituting the Initiating Stockholder shall be calculated with all such Class B Permitted Holders being considered collectively (e.g., the deemed consideration (in excess of the threshold set forth above) described in this clause (vi) shall be allocated pro rata among all Specified Equity Securities of the Class B Permitted Holders constituting Initiating Stockholder even if not all such Class B Permitted Holders receive such deemed consideration).

(vii) If any Stockholder (other than any Class B Permitted Holder) who has received a Tag-Along Sale Notice does not elect within the Tag-Along Election Period to participate in such Transfer or elects to exercise such Stockholder’s right to participate in such Transfer with respect to less than all of the shares such Person is entitled to include in such Transfer pursuant to this Section 3C, then the Initiating Stockholder shall be entitled commencing upon expiration of the Tag-Along Election Period, to consummate the Transfer of no more than all, and no less than the Unrestricted Number (including the number of shares being Transferred by all Participating Stockholders), of the applicable Transfer Shares on terms (other than the number of the applicable Transfer Shares) and subject to conditions that, taken together, are not materially more favorable to the Initiating Stockholder (and the Participating Stockholders, if any) than those (and, in any event, at an aggregate per share consideration which is not higher than the aggregate per share consideration) set forth in the Tag-Along Sale Notice and only if such Transfer is consummated within sixty (60) days after the expected transfer date set forth in the Tag-Along Sale Notice. Any Transfer Shares not transferred before the expiration of such sixty (60) day period shall be subject to the provisions of this Section 3C in connection with any subsequent Transfer or proposed Transfer by a Class B Permitted Holder. On the closing date of a Transfer pursuant to this Section 3C in which one or more Stockholders (other than any Class B Permitted Holder) elects to participate as a Participating Stockholder, such closing date to be specified by the Initiating Stockholder on not less than five (5) Business Days written notice to each Participating Stockholder, each Participating Stockholder shall deliver a certificate or certificates for the Participating Shares to be sold by such Participating Stockholder in connection with such Transfer, duly endorsed for transfer with signatures

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guaranteed, to the applicable transferee in the manner and at the address indicated in the Tag Along Sale Notice, against delivery of the purchase price for such Participating Shares.

(viii) Any Investor or any of its Affiliates that is an Investor Permitted Transferee may assign to its Affiliates that are Investor Permitted Transferees and to any other Investor or any of such other Investor’s Affiliates that are Investor Permitted Transferees all or any portion of its rights and obligations pursuant to this Section 3C to participate in any Transfer of Transfer Shares described in a Tag-Along Sale Notice, and any other Stockholder (other than a Class B Permitted Holder) may assign to its Affiliates that are Stockholders all or any portion of its rights and obligations pursuant to this Section 3C to participate in any Transfer of Transfer Shares described in a Tag-Along Sale Notice.

(ix) The rights and obligations under this Section 3C shall terminate at the earlier to occur of: (i) immediately after the consummation of any transaction following which no Class B Permitted Holder holds any Specified Equity Securities of the Company and (ii) immediately prior to the consummation of a Qualified IPO.

3D. Permitted Transfers. The restrictions set forth in this Section 3 shall not apply to any of the following Transfers of Specified Equity Securities:

(i) subject to the other terms of this Section 3D, any Transfer of shares of Specified Equity Securities by a Stockholder (other than a Class B Permitted Holder) to one or more of its Affiliates; provided, however, that in the event any such transferee is no longer an Affiliate of such transferring Stockholder, such transferee shall, prior to, or promptly after, the event causing such transferee to no longer be an Affiliate of such transferring Stockholder, Transfer such shares of Specified Equity Securities to the transferring Stockholder.

(ii) subject to the other terms of this Section 3D, a Transfer of Specified Equity Securities between Investors;

(iii) subject to the other terms of this Section 3D, (a) a Transfer of Specified Equity Securities by any Class B Permitted Holder to any Class B Permitted Transferee or (b) a pledge of Specified Equity Securities held by any Class B Permitted Holder (but not a foreclosure of such pledge); and

(iv) subject to the other terms of this Section 3D, any Transfer by Public Sale.

A transferee of Specified Equity Securities pursuant to a Transfer described in any of the foregoing clauses (i) through (iv), or in accordance with Section 3B, Section 3C or Section 4, shall be referred to herein as a “Permitted Transferee.” (A) Prior to any Transfer of Specified Equity Securities to a Permitted Transferee pursuant to any of the foregoing clauses (i), (ii) or (iii), the proposed transferor and transferee will deliver a written notice to the Company, which notice will disclose in reasonable detail the nature of the proposed Transfer and the identity of the proposed transferee; provided, however, that in the case of any such Transfer described in clause (iii), such notice shall be delivered by the transferee to the Company within one-hundred eighty (180) days following such Transfer or earlier as such transferor or transferee may be required by Law to provide notice of such Transfer to any Governmental or Regulatory

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Authority. (B) Prior to any Transfer of Specified Equity Securities to a Permitted Transferee pursuant to clause (iv), the proposed transferor will deliver a written notice to the Company, which notice will disclose in reasonable detail the nature of the proposed Transfer. (C) Promptly, but in any event within five (5) Business Days following written request by any Stockholder, the Company shall deliver to such requesting Person a true and correct copy of the stock ledger of the Company setting forth the identity of each record holder of Equity Securities of the Company (and if any such record holder is an entity, the controlling beneficial and legal holders of equity interests therein to the extent such information is known by the Company) and the number and class of Equity Securities held by each such Person. The obligations under clauses (B) and (C) preceding shall terminate immediately prior to the consummation of the earlier to occur of (i) a Qualified IPO and (ii) a Sale Event; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, the obligations under clause (B) shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders. Notwithstanding anything to the contrary herein, the provisions contained in this Agreement shall continue to be applicable to the Specified Equity Securities following any Transfer to a Permitted Transferee pursuant to any of the foregoing clauses (i), (ii) or (iii), and no such Transfer to a Permitted Transferee shall be consummated unless prior thereto (or, in the case of transfers pursuant to the foregoing clause (iii), within 180 days following such Transfer or earlier as such transferor or transferee may be required by Law to provide notice of such Transfer to any Governmental or Regulatory Authority) the transferor thereof shall have complied with Section 8, to the extent applicable to such Transfer in accordance with the terms of Section 8.

Notwithstanding any other provision of this Agreement, including the foregoing, (a) no Stockholder shall avoid the provisions of this Agreement by making one or more transfers to one or more Permitted Transferees without ensuring that thereafter there shall not occur indirectly, through a disposition or issuance of all or any portion of the interests in such Permitted Transferee, which, if structured as a direct Transfer of Company securities, would not be permitted under this Agreement, (b) no Stockholder (other than a Class B Permitted Transferee) (other than in a Transfer pursuant to Section 3C or Section 4 or in a Public Sale) shall Transfer any Specified Equity Securities to a Company Competitor without a Liberman Transfer Consent which consent may be withheld in the consenting Person’s absolute discretion, and (c) any Transfer pursuant to this Agreement shall be subject to compliance with applicable Laws and regulations relating to the FCC Licenses (as such term is defined in the Investment Agreement) then held by the Company and its Subsidiaries and to the determination in good faith by the Company that no Potential Ownership Rules Compliance Issue will result from the Transfer of such shares, including as a result of Other Attributable Interests held by the proposed transferee. Any Transfer or attempted Transfer in violation of this Section 3D shall be void. Any Transfer permitted pursuant to clauses (i) through (iv) of this Section 3D is referred to herein as an “Exempt Transfer.”

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3E. Ownership of Opps Broadcasting. Notwithstanding anything to the contrary set forth in this Agreement, Oaktree shall cause Opps Broadcasting to be, at all times on and after the date hereof, wholly owned by one or more of the Oaktree Funds or any other Oaktree funds that are Affiliates of any of the Oaktree Funds (other than any other Oaktree funds that are Affiliates of Opps Broadcasting, but are not Affiliates of any of the other Oaktree Funds).

SECTION 4. DRAG TRANSACTION

4A. Drag Transaction. For purposes hereof, “Drag Transaction” means (i) any sale or other disposition of 89.03596 or more shares of Class B Common Stock (as such number is appropriately adjusted for stock splits, stock dividends, combinations of shares, recapitalizations, mergers, consolidations or other reorganizations after the date hereof) to an Unaffiliated Person or Unaffiliated Persons, (ii) a sale or other disposition of 90% or more of the Company’s outstanding capital stock to an Unaffiliated Person or Unaffiliated Persons, or (iii) any other Sale Event.

4B. Required Actions.

(i) Notwithstanding any other provision of this Agreement, subject to Section 1A(x) and provided that each of the terms and conditions set forth in Section 4C are satisfied or waived, upon the written instruction of the Company (or, in the case of a stock sale, the holders of a majority of the Class B Common Stock then outstanding), if the Drag Transaction is structured as (a) a merger or consolidation, each Stockholder (other than Class B Permitted Holders) shall (I) vote its Specified Equity Securities and any other voting securities of the Company over which such holder has voting control, and take all other reasonably necessary or desirable actions within its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to approve such merger or consolidation, whether by written consent or at a meeting of stockholders, (II) take all actions necessary (other than such actions that require payment of out-of-pocket costs that are not customary and reasonable unless such out-of-pocket costs that are not customary or reasonable are or are to be reimbursed to such Stockholder) to Transfer the applicable Specified Equity Securities held by such Stockholder in such Drag Transaction, including the delivery of share certificates, letters of transmittal, stock powers, tax forms and other customary and reasonable forms, in each case to the extent required from such holder by the terms of this Section 4 at the closing of such Drag Transaction, but specifically excluding releases, non-competition agreements or other documents restricting the right of such Person to make future investments, and (III) waive all dissenters’ rights, appraisal rights and similar rights (including claims for breach of fiduciary duty) in connection with such merger or consolidation (which waiver shall be effective with or without a separate written waiver given by such holder of Specified Equity Securities at the time of such Drag Transaction), (b) a stock sale, each Stockholder (other than Class B Permitted Holders) shall agree to sell, and shall sell, on the terms and conditions of such Drag Transaction at the closing of such Drag Transaction, the same proportion of its applicable Specified Equity Securities as the proportion that the Class B Permitted Holders are, in the aggregate, selling, on the terms and conditions of such Drag Transaction, including taking the actions contemplated by clause (II) of the foregoing clause (a) to the extent applicable to such Drag Transaction, or (c) a sale of assets, each Stockholder (other

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than Class B Permitted Holders) shall (I) vote its shares of Specified Equity Securities and any other voting securities of the Company over which such holder has voting control, and take all other reasonably necessary or desirable actions within its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to approve such sale and any subsequent liquidation of the Company or other distribution of the proceeds therefrom, whether by written consent or at a stockholders’ meeting and (II) waive all dissenters’ rights, appraisal rights and similar rights (including claims for breach of fiduciary duty) in connection with such sale and any subsequent liquidation or other distribution of proceeds therefrom (which waiver shall be effective with or without a separate written waiver given by such holder of Specified Equity Securities at the time of such Drag Transaction).

(ii) The closing of the transactions contemplated by this Section 4B shall take place on such date and at such place and time as shall be designated by the Person or Persons giving the notice contemplated by the first sentence of Section 4B(i), which shall be no sooner than five (5) Business Days after delivery of such notice. Additionally, if Stockholders (other than Class B Permitted Holders) are asked to execute a stockholder consent pursuant to Section 4B(i) or to otherwise execute letters of transmittal, stock powers, tax forms or other customary and reasonable forms pursuant to Section 4B(i), the Stockholders (other than Class B Permitted Holders) shall execute and return such stockholder consent or other documents to the Company within five (5) Business Days of the receipt of written notice requesting the execution thereof.

(iii) Each Stockholder (other than any Class B Permitted Holder) participating in such proposed Drag Transaction pursuant to this Section 4B shall be obligated to enter into Standard Obligations in each case to the extent, and only to the extent, that each Class B Permitted Holder participating in such proposed Drag Transaction is entering into corresponding obligations in connection with such proposed Drag Transaction that are no more favorable to such Class B Permitted Holder.

(iv) For the avoidance of doubt, subject to Section 1A(x), Section 3C and any requirements of applicable Law, the Company and the Class B Permitted Holders shall be entitled to consummate a Drag Transaction regardless of whether the Company or the holders of a majority of the shares of Class B Common Stock elect to exercise their rights under this Section 4 and, in such event, the Stockholders shall have all rights available under applicable Law, including the Delaware General Corporate Law.

4C. Conditions to Stockholders’ Obligations. The obligations of the Stockholders (other than Class B Permitted Holders) with respect to an exercise by the Company or the holders of a majority of the Class B Common Stock of their rights pursuant to, and in compliance with, this Section 4 are subject to the satisfaction or waiver of the following conditions:

(i) in connection with any Drag Transaction, (a) subject to subsections (ii)-(iv) of this Section 4C, consideration payable to Class B Permitted Holders with respect to any applicable Specified Equity Securities (including amounts deemed to be consideration in accordance with Section 4C(ii)) shall be offered to be paid to each Stockholder (other than

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Class B Permitted Holders) with respect to such applicable Specified Equity Securities in the same form, to the extent it comprises cash, Marketable Securities, notes and other debt or equity securities, and aggregate per share consideration in lieu of any other consideration, which aggregate per share consideration shall not be less than the Fair Market Value of such other consideration payable to the Class B Permitted Holders with respect to such applicable Specified Equity Securities in such Drag Transaction and the form of consideration offered (as an alternative or otherwise) to such Stockholders must be composed solely of cash, Marketable Securities, notes and other debt or equity securities, and (b) subject to subsections (ii)-(iv) of this Section 4C, if any Class B Permitted Holder is given an option in the definitive documentation as to the form, to the extent it comprises cash, Marketable Securities, notes and other debt or equity securities, and amount of consideration to be received per share of such holder’s Specified Equity Securities, each Stockholder (other than the Class B Permitted Holders) will be given the same option in respect of each of such Person’s applicable Specified Equity Securities;

(ii) all amounts received or to be received by any Class B Permitted Holder or other Liberman Family Interested Person in connection with a Drag Transaction, including in respect of non-competition or other similar arrangements and other amounts in connection with employment, consulting or similar arrangements (but only to the extent that such amounts in connection with employment, consulting or similar arrangements exceed the higher of (a) then existing compensation levels paid or payable by the Company or its Subsidiaries to the applicable Person or (b) then current market levels for similarly situated employees and consultants in similarly situated companies engaged in the Company Lines of Business), shall be deemed to be consideration paid to the Class B Permitted Holders in respect of the consummation of the Drag Transaction. All non-competition or similar fees and amounts paid in connection with employment, consulting or similar agreements (in excess of the threshold set forth in the preceding sentence) shall be deemed to have been received in the form of cash (with a reasonable net present value discount rate to be agreed to by the parties). The parties hereto agree that the per share consideration received by Class B Permitted Holders participating in the Drag Transaction shall be calculated with all such Class B Permitted Holders being considered collectively (e.g., the deemed cash amounts described in this clause (ii) shall be allocated pro rata among all Specified Equity Securities of the Class B Permitted Holders participating in the Drag Transaction even if not all such Class B Permitted Holders receive such deemed cash amounts).

(iii) if consideration paid to any Class B Permitted Holder in respect of any of its Specified Equity Securities in a Drag Transaction that is a Forced Sale includes any stock, notes or other securities issued by an entity that is not a Liberman Controlled Company, other than Marketable Securities (“Nonqualifying Consideration”), then each Stockholder (other than any Class B Permitted Holder) shall receive in such transaction in respect of each share of applicable Specified Equity Securities included therein, at such Person’s election, either (a) the same form and amount of Nonqualifying Consideration as is paid per share of applicable Specified Equity Securities included in such transaction by any Class B Permitted Holder, or (b) in lieu of all (but not less than all) of the Nonqualifying Consideration referred to in clause (a) preceding, Qualifying Consideration in an amount equal to the Fair Market Value of Nonqualifying Consideration paid per each such share of applicable Specified Equity Securities; and

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(iv) if the Drag Transaction described in Section 4B(i)(b) is not a Forced Sale, each Stockholder (other than the Class B Permitted Holders) shall be entitled, at its sole discretion, so long as such Stockholder makes its elections in accordance with the immediately succeeding sentence, (a) to sell therein, in addition to that number of shares which such Person is obligated to sell pursuant to Section 4B, all or any portion of its other applicable Specified Equity Securities, on the same terms and subject to the same conditions applicable to sales of other applicable Specified Equity Securities contemplated by Section 4B and this Section 4C; and (b) to receive (either as merger consideration, the proceeds of the sale of Specified Equity Securities or upon a distribution from the Company (whether as a dividend, liquidating distribution, a redemption of Specified Equity Securities or otherwise, as shall be determined in good faith by the Board)) consideration in such Drag Transaction with respect to its applicable Specified Equity Securities included therein, (x) in the same form, to the extent it comprises cash, Marketable Securities, notes and other debt or equity securities, and in the same amount on a per share basis, as is received by the Class B Permitted Holders with respect to such Drag Transaction or (y) if the consideration provided for in the foregoing clause (x) constitutes Nonqualifying Consideration, in lieu of all (but not less than all) of such consideration, at such Stockholder’s election, Qualifying Consideration in an amount per share equal to the Fair Market Value of the Nonqualifying Consideration received in respect of each share of applicable Specified Equity Securities included in such transaction by any Class B Permitted Holder participating in such Drag Transaction. Each Stockholder (other than Class B Permitted Holders) shall make the elections set forth in clauses (a) and (b) in the immediately preceding sentence within 15 days after receiving information relating to the Drag Transaction that is substantially similar to the information required to be provided in a Tag-Along Sale Notice; provided that if such information does not contain the material terms of the Qualifying Consideration, then in the case of the election described in such clause (b), such Stockholder shall make such election described in such clause (b) within ten (10) days following such time as such Stockholder is notified in writing of the material terms of the Qualifying Consideration.

Any Investor or any of its Affiliates that is an Investor Permitted Transferee may assign to its Affiliates that are Investor Permitted Transferees and to any other Investor or any of such other Investor’s Affiliates that are Investor Permitted Transferee all (but not less than all) of its rights and obligations pursuant to this Section 4, and any other Stockholder (other than a Class B Permitted Holder) may assign to its Affiliates that are Stockholders all (but not less than all) of its rights and obligations pursuant to this Section 4. For the avoidance of doubt, any assignment of rights and obligations under this Section 4 shall not result in any fewer Specified Equity Securities being subject to the applicable Drag Transaction, and the assigning Stockholder shall not be relieved of its obligations under this Section 4 (including its obligation to Transfer its applicable Specified Equity Securities and any of its other obligations described in Section 4B) if the assignee of such rights and obligations shall fail to fulfill such obligations with respect to the number of applicable Specified Equity Securities so assigned in accordance with this Section 4.

4D. Termination. All rights and obligations under this Section 4 shall terminate immediately after the consummation of the first to occur of (i) a Sale Event and (ii) an IPO; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event

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described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, the rights and obligations under this Section 4 shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders.

SECTION 5. PREEMPTIVE RIGHTS

5A. Offering.

(i) If the Company issues or sells or authorizes the issuance or sale of any New Securities after the date hereof, each Stockholder shall be entitled to purchase, on the terms set forth in this Section 5, up to that portion of such New Securities equal to a fraction, the numerator of which is the number of Equity Securities then held by such holder, and the denominator of which is the aggregate number of Equity Securities outstanding, each calculated on an as-converted, fully diluted basis, excluding for such purposes, out-of-the-money securities, as of immediately prior to such issuance, sale or authorization of issuance or sale (such holder’s “Allotment Percentage”); provided, however, that, for purposes of determining the Allotment Percentage, Equity Securities that are not convertible into, or exercisable for, shares of Company common stock shall be deemed to represent such number of shares of Company common stock as shall be determined jointly by the Board, the holders of a majority of the Class B Common Stock, the holders of a majority of the Oaktree Shares and the holders of a majority of the Tinicum Shares; provided, however, that the agreement of the Board and the holders of a majority of the Class B Common Stock, together with either the holders of a majority of the Oaktree Shares or the holders of a majority of the Tinicum Shares alone, shall be sufficient for such purpose. If such parties are unable to reach agreement within ten (10) days following the date on which the Board notifies the holders of a majority of the Oaktree Shares and the holders of a majority of the Tinicum Shares of the Board’s determination of the Allotment Percentage, such number of shares shall be determined by an independent appraiser experienced in valuing securities jointly selected by the Board, the holders of a majority of the Oaktree Shares and the holders of a majority of the Tinicum Shares; provided, however, that the agreement of the Board and the holders of a majority of the Class B Common Stock, together with either the holders of a majority of the Oaktree Shares or the holders of a majority of the Tinicum Shares alone, shall be sufficient for the purpose of selecting such independent appraiser. If an appraiser is not chosen according to the preceding sentence within ten (10) days after the parties are unable to reach agreement on “Allotment Percentage” the Board shall choose an independent appraiser that is a nationally recognized appraisal firm. The determination of such appraiser shall be final and binding upon the parties, and the Company shall pay the fees and expenses of such appraiser. Each Stockholder shall be entitled to purchase such New Securities at the same price at which such New Securities are to be sold or issued and on other terms no less favorable in any respect to such Stockholder than the terms on which such New Securities are otherwise offered to any other Person; provided that if all Persons entitled to purchase or receive such New Securities, as applicable, are required to also purchase other securities of the Company, such Stockholder exercising its rights pursuant to this Section 5 shall also be required to purchase such other securities (on the same terms, in the same relative amounts and subject to the same conditions). The purchase price for all New Securities offered to each Stockholder shall be payable in cash by

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wire transfer of immediately available funds to an account designated by the Company. Notwithstanding anything to the contrary contained herein, the Company shall not have any obligation to issue or offer to issue any New Securities under this Section 5 to any Stockholder who is not an “accredited investor” as such term is defined in Regulation D under the Securities Act. Any Investor or any of its Affiliates that is an Investor Permitted Transferee may assign to its Affiliates that are Investor Permitted Transferees and to any other Investor or any of such other Investor’s Affiliates that are Investor Permitted Transferee all or any portion of its rights and obligations pursuant to this Section 5, and any other Stockholder may assign to its Affiliates that are Stockholders (or, in the case of any Class B Permitted Holder, to any Class B Permitted Holder) all or any portion of its rights and obligations pursuant to this Section 5.

(ii) At least fifteen (15) days prior to issuing or selling any New Securities (and in any event not later than contemporaneously with execution of any agreement providing for the issuance or sale of any New Securities), the Company shall deliver to each Stockholder a written notice setting forth in reasonable detail (i) the type, class and amount of New Securities proposed for issuance or sale, (ii) the price per share of such securities, the terms of such securities and the other material terms and conditions for such proposed sale, (iii) the name of each holder of Equity Securities, and the number of Equity Securities held by and the Allotment Percentage for each such holder, (iv) the expected date and location of the closing of such issuance or sale, and (v) the identity of the Person or Persons to whom the Company proposes to issue or sell such New Securities (and if such Person is an entity, the controlling beneficial and legal holders of equity interests therein to the extent such information is known by the Company) and shall include therewith any agreements or other documents executed or proposed to be executed in connection with such issuance or sale (a “Preemptive Right Notice”). In order to exercise its purchase rights under this Section 5A, each Stockholder must deliver a written notice (an “Election Notice”) to the Company describing its election hereunder. Such Election Notice may be delivered to the Company by any Stockholder at any time prior to the expiration of the fifteen (15) day period following delivery of the Preemptive Right Notice to such Stockholders.

(iii) During the one hundred fifteen (115) day period following the delivery of the Preemptive Right Notice, the Company shall be entitled to consummate the sale of such New Securities, which such Stockholders have not elected to purchase during such fifteen (15) day period at a price no lower and on terms and conditions that, taken together, are not materially more favorable to the purchasers thereof than those offered to the Stockholders. Any New Securities offered or sold by the Company after such one hundred fifteen (115) day period must be reoffered to the Stockholders pursuant to the terms of this Section 5.

5B. New Securities. For purposes hereof, “New Securities” means, as of any time, any Equity Securities of the Company, other than (i) Equity Securities outstanding immediately prior to such time, (ii) shares of Class A Common Stock issued upon conversion of shares of Class B Common Stock as required pursuant to the Charter, upon transfer of shares of Class B Common Stock, (iii) any Equity Securities issued to directors or employees of or consultants to the Company or its Subsidiaries as Qualifying Incentive Compensation (including (a) the issuance of Equity Securities as Qualifying Incentive Compensation that are exercisable for other Equity Securities and (b) the issuance of Equity Securities upon the exercise of rights pursuant to Equity Securities referenced in the foregoing clause (a)), (iv) any Equity Securities

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issued as “equity kickers” to bona fide independent third-party lenders pursuant to debt financings, (v) any Equity Securities issued in any stock split, dividend, combination, recapitalization or similar transaction, (vi) any Equity Securities issued pursuant to an IPO or any other firm commitment underwritten public offering registered under the Securities Act, (vii) any Equity Securities issued to Unaffiliated Persons as consideration for acquisitions by the Company or any of its Subsidiaries of assets or businesses in strategic transactions, (viii) any Equity Securities issued pursuant to the LTIP in accordance with the terms thereof or (ix) any Equity Securities issued in connection with a Sale Event. For purposes hereof, “Qualifying Incentive Compensation” means any incentive compensation for employees, directors or consultants of the Company or any of its Subsidiaries issued after the date hereof in the form of Equity Securities issued in compliance with Section 1A(v).

5C. Termination. All rights and obligations under this Section 5 shall terminate immediately after the consummation of the earlier of (i) a Qualified IPO and (ii) a Sale Event; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, the rights and obligations under this Section 5 shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders.

SECTION 6. LEGEND

In addition to any legends required pursuant to the terms of the Charter, each certificate evidencing Specified Equity Securities and each certificate issued in exchange for or upon the transfer of any Specified Equity Securities (if such shares remain Specified Equity Securities as defined herein after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. SUCH SHARES MAY NOT BE SOLD, ASSIGNED, PLEDGED OR OTHERWISE DISPOSED OF AT ANY TIME WITHOUT EFFECTIVE REGISTRATION UNDER SUCH ACT AND LAWS OR EXEMPTION THEREFROM, AND COMPLIANCE WITH THE OTHER SUBSTANTIAL RESTRICTIONS ON TRANSFERABILITY SET FORTH IN THE INVESTOR RIGHTS AGREEMENT (AS DEFINED BELOW).

THE SHARES OF CAPITAL STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS OF THE

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INVESTOR RIGHTS AGREEMENT, DATED AS OF MARCH 30, 2007, AS IT MAY BE AMENDED OR MODIFIED, INCLUDING ANY AMENDMENT AND RESTATEMENT, FROM TIME TO TIME, AMONG THE ISSUER (THE “COMPANY”) AND CERTAIN STOCKHOLDERS OF THE COMPANY (THE “INVESTOR RIGHTS AGREEMENT”) AND TO THE TERMS OF THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS THE SAME MAY BE AMENDED OR MODIFIED, INCLUDING ANY AMENDMENT AND RESTATEMENT, FROM TIME TO TIME. THE COMPANY RESERVES THE RIGHT TO REFUSE THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE UNLESS AND UNTIL ALL CONDITIONS TO TRANSFER SET FORTH IN THE INVESTOR RIGHTS AGREEMENT AND THE CERTIFICATE OF INCORPORATION HAVE BEEN FULFILLED. A COPY OF THE INVESTOR RIGHTS AGREEMENT AND THE CERTIFICATE OF INCORPORATION SHALL BE FURNISHED BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST AND WITHOUT CHARGE.”

SECTION 7. BOARD OF DIRECTORS; VOTING

7A. Composition of the Board. From and after the effectiveness of this Agreement and until the provisions of this Section 7 (other than the provisions of Section 7G) cease to be effective in accordance with Section 7G, each Stockholder shall vote all of his, her or its voting securities of the Company over which such Stockholder has voting control (whether at a stockholders’ meeting which has been duly called or by written consent) and shall take all other reasonably necessary or desirable actions within his, her or its control (including attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all reasonably necessary or desirable actions within its control (including calling special board and stockholder meetings), so that:

(i) the authorized number of directors on the Company’s Board shall be established at seven directors or such other number of directors as the Board may determine in accordance with the Charter;

(ii) the following persons shall be elected to the Board:

(a) Five persons designated by the holders of a majority of the Class B Common Stock then outstanding, four of whom shall initially be Lenard Liberman, Jose Liberman, William Adams and Winter Horton, and the fifth of whom shall be designated by the holders of a majority of the Class B Common Stock then outstanding on a future date determined by such holders (collectively, the “Class B Directors”);

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(b) for so long as the Majority Oaktree Holders have not ceased to exist, one person designated by the Majority Oaktree Holders, who shall initially be Bruce Karsh (the “Oaktree Director”); and

(c) for so long as the Deciding Tinicum Holders have not ceased to exist, one person designated by the Deciding Tinicum Holders, who shall initially be Terence O’Toole (the “Tinicum Director”);

(iii) in the event that any person designated as a director pursuant to any of the foregoing subparagraphs of Section 7A(ii) for any reason ceases to serve as a member of the Board during such person’s term of office (it being understood that Bruce Karsh shall continue to be the Oaktree Director so long as he is affiliated with Oaktree), the resulting vacancy shall be filled by the Person(s) then entitled to designate such director pursuant to such subparagraph of Section 7A(ii); provided that any Person nominated as the Oaktree Director must be approved by the holders of a majority of the Class B Common Stock outstanding at such time, which approval shall not be unreasonably withheld or delayed; and

(iv) unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities of the Company are then listed following an IPO, each committee of the Board shall include the Oaktree Director and the Tinicum Director; provided, however, that the Class B Directors shall at all times constitute a majority of the members of each committee of the Board.

7B. Subsidiary Boards. The Company shall at all times cause the Class B Directors, the Oaktree Director and the Tinicum Director to be elected to the board of directors of each of LBI Media Holdings and LBI Media, Inc (the “Specified Subsidiaries”).

7C. Observer. The Company shall, and shall cause each of the Specified Subsidiaries, together with any successors thereto, to give each of the Oaktree Funds (so long as such Oaktree Fund and its Affiliates constitute Majority Oaktree Holders and the Majority Oaktree Holders are entitled to designate (and do designate) a Board member pursuant to Section 7A) written notice of each meeting of its board of directors and each committee thereof (unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities of the Company are then listed following an IPO) at the same time and in the same manner as notice is given to the directors, and the Company shall, and shall cause each of the Specified Subsidiaries, together with any successors thereto, to permit a representative of each Oaktree Fund, who shall be a principal or employee of such Oaktree Fund (each, an “Oaktree Observer”) and a representative of Tinicum, who shall be a principal or employee of Tinicum (the “Tinicum Observer”), in each case, to attend as an observer all meetings of its board of directors and all committees thereof (unless otherwise prohibited by applicable Law or regulations of a national securities exchange on which equity securities of the Company are then listed following an IPO). Each Oaktree Observer and the Tinicum Observer shall be entitled to receive all written materials and other information (including copies of meeting minutes) given to directors in connection with such meetings at the same time such materials and information are given to the directors. If the Company or either such Subsidiary proposes to take any action by written consent in lieu of a meeting of its board of directors or of any committee thereof, the Company shall, and shall cause such Subsidiary to, as applicable, give written notice thereof to

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each Oaktree Observer and to the Tinicum Observer prior to the effective date of such consent describing in reasonable detail the nature and substance of such action (or, at the option of the Company or such Subsidiary, the same material relating thereto as the material delivered to the directors). For purposes of this Agreement, references to the “board of directors” of the Company or any Subsidiary shall include any other similar governing body. No such observer shall be entitled to vote at any such meetings and the Company shall have the right to exclude any such observer from any meeting or proceedings to the extent necessary to preserve any attorney-client privilege or to the extent such meeting or proceedings are dealing with a transaction primarily and directly with (x) any such observer, (y) with respect to any exclusion of the Oaktree Observers, Oaktree or any of its Affiliates or (z) with respect to any exclusion of the Tinicum Observer, Tinicum or any of its Affiliates.

7D. Board Meeting Expenses. The Company shall, and shall cause each of the Specified Subsidiaries to, pay all reasonable out-of-pocket expenses incurred by each director and observer designated pursuant to Section 7C in connection with attending regular and special meetings of such company’s board of directors and any committee thereof.

7E. Eligible Persons. No Stockholder shall designate any person who is not a citizen of the United States of America to serve as a director or observer of the Company or either of the Specified Subsidiaries. Additionally, if a Stockholder shall designate any person to serve as a director or observer whose appointment will result, in the Company’s reasonable determination, in a Potential Ownership Rules Compliance Issue, the Company may require such Stockholder to designate a different Person whose appointment would not, in the Company’s reasonable determination, result in a Potential Ownership Rules Compliance Issue. Additionally, if a Person designated by a Stockholder to serve as a director or observer acquires, during such Person’s term as a director or observer, an Other Attributable Interest (including as a result of serving as a director of any other Person who holds an Other Attributable Interest) that results, in the Company’s reasonable determination, in a Potential Ownership Rules Compliance Issue, the Company shall have the right to require that such Stockholder designate a Person whose appointment to the Board of the Company and the board of directors (or similar governing body) of the Specified Subsidiaries would not result, in the Company’s reasonable determination, in a Potential Ownership Rules Compliance Issue. Each of the Stockholders shall, and shall cause the directors and observers designated by them to, cooperate with the Company with respect to the Company’s abilities to reasonably determine if any Potential Ownership Rules Compliance Issue arises.

7F. Voting Agreement. For so long as Lenard Liberman is alive and is not then Disabled, Lenard Liberman agrees that he shall at all times have voting control on all matters presented to stockholders of the Company for a vote, whether at a meeting or by written consent in lieu of a meeting (except (i) as otherwise required pursuant to Section 7A or any other provision of this Agreement or (ii) as otherwise required pursuant to any other agreements pursuant to which Lenard Liberman agrees to vote his Equity Securities for the election of directors of the Company, so long as Lenard Liberman has the right to elect a majority of the members of the Board), with respect to shares of Class B Common Stock representing a majority of the voting power of the aggregate outstanding shares of Class B Common Stock and in any event representing a majority of the voting power of all outstanding voting securities of the Company.

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7G. Termination. This Section 7 (other than this Section 7G) shall terminate immediately prior to the first to occur of consummation of (x) a Qualified IPO or (y) a Sale Event; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, this Section 7 shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders. From and after such time as (i) this Section 7 (other than this Section 7G) shall have terminated pursuant to this Section 7G, (ii) in the case of the Oaktree Director and the Oaktree Observers, the Majority Oaktree Holders shall have ceased to exist, or (iii) in the case of the Tinicum Director and the Tinicum Observer, the Deciding Tinicum Holders shall have ceased to exist, any Person serving as an Oaktree Director, Oaktree Observer, Tinicum Director or Tinicum Observer, as applicable, shall, promptly upon written request from the Company, resign from such directorship or observer position as well as any other directorship or committee membership or observer position held pursuant to the provisions of this Section 7 and Oaktree and Tinicum shall cause each such person to comply with the requirements of this Section 7G. Notwithstanding any such resignation or any other resignation by any Class B Director, Oaktree Director or Tinicum Director, as the case may be, such Person shall have such rights with respect to limitation of liability, indemnification and other similar rights no less than such Person had immediately prior to such resignation pursuant to the Company’s or the Specified Subsidiary’s governing documents, contract and applicable Law.

SECTION 8. TRANSFER

8A. Joinder. Prior to consummating any issuance of New Securities (without giving effect to clause (vii) of the definition of New Securities) other than Acquisition Equity Securities by the Company or any Transfer of any Specified Equity Securities by any Stockholder (other than any such issuance or any such Transfer pursuant to (i) a Public Sale, (ii) a Sale Event, or (iii) a pledge of Class B Common Stock (but not a foreclosure of such pledge)), the Company or the transferring Stockholder, as applicable, shall, to the extent any prospective transferee thereof is not already a Stockholder, cause each prospective transferee thereof to execute and deliver to the Company a Joinder Agreement and until such time as such Joinder Agreement is executed and delivered, such purported acquiror or transferee that is otherwise required to execute and deliver a Joinder Agreement shall not be entitled to any of the benefits of this Agreement; provided that in the case of Transfers pursuant to clause (iii)(a) in Section 3D, such Joinder Agreement may be delivered by the transferee to the Company within 180 days following such Transfer or the earlier date that such transferor or transferee may be required by Law to provide notice of such Transfer to any Governmental or Regulatory Authority. Any issuance of New Securities (without giving effect to clause (vii) of the definition of New Securities) other than Acquisition Equity Securities by the Company or any Transfer of any Specified Equity Securities by any Stockholder in violation of the foregoing or any other provision of this Agreement or the Charter shall be void, and the Company shall not record such issuance or Transfer on its books or treat any purported acquiror or transferee of such Equity Securities as the owner of such shares for any purpose. Upon receipt of an executed Joinder

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Agreement, the Company shall amend the Schedule of New Stockholders, which schedule shall be deemed to be incorporated herein, and the Company shall deliver a copy of the Schedule of New Stockholders, as so amended, to each Stockholder, in each case, to the extent each such Person then remains a holder of Specified Equity Securities.

The obligation of Company under this Section 8A to cause each prospective acquiror or transferee of any issuance of New Securities (without giving effect to clause (vii) of the definition of New Securities) other than Acquisition Equity Securities by the Company to execute and deliver to the Company a Joinder Agreement and the obligation of any Class B Permitted Holder under this Section 8A to cause each prospective transferee (other than any Class B Permitted Transferee) to execute and deliver to the Company a Joinder Agreement shall terminate immediately after the consummation of the earlier to occur of (i) a Qualified IPO and (ii) a Sale Event; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, such obligations shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders.

8B. Negative Covenants. In connection with (a) any issuance of Specified Equity Securities, (b) any Transfer of any Specified Equity Securities of any Class B Permitted Holder, or (c) any subsequent Transfer of any Equity Securities described in clause (a) or (b), the Company, such Class B Permitted Holder or any subsequent transferring Stockholder, as applicable, shall be permitted to grant, or cause the Company to grant, to the acquiror or transferee of such Equity Securities any or all of the same or less restrictive (but not more than or more restrictive) negative covenants set forth in Section 1A; provided however that the grant of any such negative covenants to any Person (including in connection with a subsequent Transfer as described in clause (c) from a Person to whom such negative covenants were previously granted pursuant to this Section 8B) shall be subject to the prior written consent of either the Majority Oaktree Holders (if the Majority Oaktree Holders exist at such time) or the Deciding Tinicum Holders (if the Deciding Tinicum Holders exist at such time), which consent shall not be unreasonably withheld or delayed. Such negative covenants shall be granted through an amendment to this Agreement or other written agreement, including as part of the Joinder Agreement, and any negative covenants set forth in such amendment, agreement or Joinder Agreement shall be deemed to be a part of this Agreement and shall be binding on each party hereto (it being understood that any such amendment, such agreement or such part of the Joinder Agreement shall not require the consent or approval of any party hereto other than (i) the party granting such negative covenants in accordance with the first sentence of this Section 8B and (ii) either the Majority Oaktree Holders (if the Majority Oaktree Holders exist at such time) or the Deciding Tinicum Holders (if the Deciding Tinicum Holders exist at such time), which consent described in this clause (ii) shall not be unreasonably withheld or delayed). Such negative covenants shall terminate in accordance with the last sentence of Section 1A.

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8C. Annual Budget and Access. In connection with (a) any issuance of Specified Equity Securities, (b) any Transfer of any Specified Equity Securities of any Class B Permitted Holder (and subsequent Transfers of such Specified Equity Securities), or (c) any subsequent Transfer of any Equity Securities described in clause (a) or (b), the Company or such Class B Permitted Holder (or any subsequent transferring Stockholder), as applicable, shall be permitted to grant, or cause the Company to grant, to the acquiror or transferee of such Equity Securities any of the rights provided in Section 2B through an amendment to this Agreement or other written agreement, including as part of the Joinder Agreement, and any such rights set forth in such amendment, agreement or Joinder Agreement shall be deemed to be a part of this Agreement and shall be binding on each party hereto (it being understood that any such amendment, such agreement or such part of the Joinder Agreement shall not require the consent or approval of any party hereto other than the party granting such rights in accordance with the first sentence of this Section 8C). Such rights shall terminate in accordance with the last sentence of Section 2B.

SECTION 9. DEMAND REGISTRATIONS

9A. Requests for Registration. On the terms and subject to the conditions of this Section 9, holders of Registrable Securities and Stockholder Registrable Securities may request registration under the Securities Act (a “Demand Registration”) of all or any portion of such holders’ Registrable Securities or Stockholder Registrable Securities, as applicable, on Form S-1 or any similar form for which the Company is then eligible (a “Long-Form Registration” and, if effected pursuant to a demand by holders of Investor Registrable Securities, an “Investor Long-Form Registration”, or if effected pursuant to a demand by holders of Stockholder Registrable Securities, a “Stockholder Long-Form Registration”) or, if then available for use by the Company for such purpose, on Form S-3 or any similar form for which the Company is then eligible (a “Short-Form Registration” and, if effected pursuant to a demand by holders of Investor Registrable Securities, an “Investor Short-Form Registration” or if effected pursuant to a demand by holders of Stockholder Registrable Securities, a “Stockholder Short-Form Registration”); provided, however, that (i) with respect to an Investor Long-Form Registration or Stockholder Long-Form Registration, as applicable, the demanding holders of Investor Registrable Securities or Stockholder Registrable Securities, as applicable, shall reasonably expect, subject to the agreement of at least one underwriter selected pursuant to Section 9G, that each such Investor Long-Form Registration or Stockholder Long-Form Registration, as applicable, shall have an anticipated offering price (without deduction of underwriter commissions) of at least $40 million in the aggregate and (ii) with respect to an Investor Short-Form Registration or Stockholder Short Form Registration, as applicable, the demanding holder of Investor Registrable Securities or Stockholder Registrable Securities, as applicable, shall reasonably expect, subject to the agreement of at least one underwriter selected pursuant to Section 9G, that each such Investor Short-Form Registration or Stockholder Short Form Registration, as applicable, shall have an anticipated offering price (without deduction of underwriter commissions) of at least $20 million in the aggregate. Each request for a Demand Registration shall specify the approximate number of Registrable Securities or Stockholder Registrable Securities, as applicable, requested to be registered and a good faith estimate of an anticipated per share price range for such offering. Promptly, but in any event within ten (10) Business Days, after receipt of any such request, the Company will give written notice of such requested registration to each other holder of Registrable Securities or Stockholder Registrable

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Securities, as applicable, and, subject to Section 9E, will include in such registration all Registrable Securities or Stockholder Registrable Securities, as applicable, with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice.

9B. Initial Long-Form Registrations.

(i) If an IPO has not been consummated on or prior to the third anniversary of the date of this Agreement, then at any time thereafter and continuing until an IPO has been consummated, the holders of a majority of Oaktree Registrable Securities or the holders of a majority of Tinicum Registrable Securities shall be entitled to request, by written notice to the Company, an Investor Long-Form Registration. Upon and following such request, the Company will comply with the registration procedures described below and shall pay all Registration Expenses in connection therewith.

(ii) If, notwithstanding the Company’s best efforts to consummate the offering and sale of shares pursuant to an Investor Long-Form Registration requested pursuant to Section 9B(i) (it being understood that such best efforts shall not require the Company to sell any shares for the Company’s own account or publicly disclose or make publicly available the Station Financials), the offering and sale of shares of Investor Registrable Securities is not consummated pursuant to such Investor Long-Form Registration within 180 days after the date on which the registration statement relating to such Investor Long-Form Registration is first filed with the SEC, the Company may terminate its efforts to consummate such sale.

(iii) If the Company, acting pursuant to Section 9B(ii), terminates its efforts to consummate an Investor Long-Form Registration requested by the holders of a majority of Oaktree Registrable Securities or the holders of a majority of Tinicum Registrable Securities, as applicable, such holders of Investor Registrable Securities shall be entitled at any time thereafter (subject to the Company’s rights pursuant to the second sentence of Section 9F) to request in writing another Investor Long-Form Registration. Upon and following such request, the Company will comply with the registration procedures described below and shall pay all Registration Expenses in connection therewith. If, notwithstanding the Company’s best efforts to consummate the offering and sale of shares pursuant to an Investor Long-Form Registration requested pursuant to Section 9B(iii) (it being understood that such best efforts shall not require the Company to sell any shares for the Company’s own account or publicly disclose or make publicly available the Station Financials), the offering and sale of shares of Investor Registrable Securities is not consummated pursuant to such Investor Long-Form Registration within 180 days after the date on which the registration statement relating to such Investor Long-Form Registration is first filed with the SEC, the Company may again terminate its efforts to consummate such sale.

(iv) If the Company, acting pursuant to Section 9B(iii), terminates its efforts to consummate an Investor Long-Form Registration requested by the holders of a majority of Oaktree Registrable Securities or the holders of a majority of Tinicum Registrable Securities, as applicable, such holders of Investor Registrable Securities shall be entitled at any time thereafter (subject to the Company’s rights pursuant to the second sentence of Section 9F) to request another Investor Long-Form Registration. Upon and following such request, the

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Company will comply with the registration procedures described below; provided, however, that the holders of a majority of Oaktree Registrable Securities or the holders of a majority of Tinicum Registrable Securities, as applicable, and each other holder of Investor Registrable Securities that elects to participate therein, shall pay the Registration Expenses in connection therewith (pro rata according to the number of Investor Registrable Securities included therein or, if such registration is not consummated, the number of Investor Registrable Securities requested to be included therein).

9C. Additional Long-Form Registrations.

(i) The Initiating Holders may request, by giving written notice to the Company, Investor Long-Form Registrations from time to time upon or after the date that is 180 days following consummation of an IPO, subject to the other limitations set forth in this Section 9; provided that the Company shall have no obligation to effect registration of Investor Registrable Securities pursuant to an Investor Long-Form Registration after such time as three Closed Long-Form Registrations shall have been consummated. For purposes hereof, “Closed Long-Form Registration” means an Investor Long-Form Registration which has become effective with respect to an offering and sale of Investor Registrable Securities, and in which at least 75% (and in the case of the third Closed Long-Form Registration, 85%) of the Investor Registrable Securities requested in writing by the holders thereof to be included therein are actually sold.

(ii) Any holder of Liberman Registrable Securities may request, by giving written notice to the Company, a Long-Form Registration (a “Class B Long-Form Registration”) from time to time upon or after the date that is 180 days following consummation of an IPO, subject to the other limitations set forth in this Section 9.

(iii) The Majority Other Stockholders may request, by giving written notice to the Company, Stockholder Long-Form Registrations from time to time upon or after the date that is 180 days following consummation of an IPO, subject to the other limitations set forth in this Section 9; provided that the Company shall have no obligation to effect registration of Stockholder Registrable Securities pursuant to Stockholder Long-Form Registration after such time as three Stockholder Closed Long-Form Registrations shall have been consummated. For purposes hereof, “Stockholder Closed Long-Form Registration” means an Investor Long-Form Registration or Stockholder Long-Form Registration which has become effective with respect to an offering and sale of Stockholder Registrable Securities, and in which at least 75% (and in the case of the third Stockholder Closed Long-Form Registration, 85%) of the Stockholder Registrable Securities requested in writing by the holders thereof to be included therein are actually sold.

9D. Short-Form Registrations.

(i) In addition to Investor Long-Form Registrations, from and after the date that is 180 days following the consummation of an IPO, the Initiating Holders shall be entitled to request, by written notice to the Company, unlimited Investor Short-Form Registrations, if then available for use by the Company, subject to the other limitations set forth in this Section 9. After the Company has become subject to the reporting requirements of the

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Securities Exchange Act, the Company will use its reasonable best efforts to make Short-Form Registrations available for the sale of Total Registrable Securities. The Company shall keep such Investor Short-Form Registration effective until the first to occur of (i) the date on which the Registrable Securities registered on such Investor Short-Form Registration have been sold and (ii) one-hundred eighty (180) days from the date the Investor Short-Form Registration was initially declared effective by the SEC.

(ii) In addition to Class B Long-Form Registrations, from and after the date that is 180 days following the consummation of an IPO, any holder of Liberman Registrable Securities shall be entitled to request, by giving written notice to the Company, unlimited Short-Form Registrations (a “Class B Short-Form Registration”), if then available for use by the Company, subject to the other limitations set forth in this Section 9. The Company shall keep such Class B Short-Form Registration effective until the first to occur of (i) the date on which the Registrable Securities registered on such Class B Short-Form Registration have been sold and (ii) one-hundred eighty (180) days from the date the Class B Short-Form Registration was initially declared effective by the SEC.

(iii) In addition to Stockholder Long-Form Registrations, from and after date that is 180 days following the consummation of an IPO, the Majority Other Stockholders shall be entitled to request, by written notice to the Company, unlimited Stockholder Short-Form Registrations, if then available for use by the Company, subject to the other limitations set forth in this Section 9. The Company shall keep such Stockholder Short-Form Registration effective until the first to occur of (i) the date on which the Registrable Securities registered on such Stockholder Short-Form Registration have been sold and (ii) one-hundred eighty (180) days from the date the Stockholder Short-Form Registration was initially declared effective by the SEC.

9E. Priority on Demand Registrations. If a Demand Registration is an underwritten offering and the managing underwriter(s) advises the Company in writing that in its opinion the number of Total Registrable Securities and other securities requested to be included in such offering exceeds the number of Total Registrable Securities and other securities, if any, which may be sold in an orderly manner in such offering without adversely affecting the offering (the “Optimal Number”), the Company will include in such registration (i) if a registration pursuant to Section 9B, (A) first, the securities the Company proposes to sell, in its sole discretion, (B) second, the Total Registrable Securities and any other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights, in each case, requested to be included in such registration up to the Optimal Number, pro rata among the holders of such Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights on the basis of the number of such Equity Securities each such holder proposes to sell therein, and (C) third, only if all Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration by the holders thereof have been so included, any other securities requested to be included in such registration, up to a number of such securities that, when combined with the Total Registrable Securities and other such Equity Securities included in such registration pursuant to clauses (A) and (B), causes the total number of

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securities included in such registration to be less than or equal to the Optimal Number, or (ii) if a registration pursuant to Section 9C or Section 9D, (A) first, the Total Registrable Securities and any other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration up to the Optimal Number, pro rata among the holders of such Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights on the basis of the number of Total Registrable Securities and other such Equity Securities each such holder proposes to sell therein, and (B) second, if all Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration by the holders thereof have been so included, any other securities requested to be included in such registration up to a number of such securities that, when combined with the Total Registrable Securities and other such Equity Securities included in such registration, causes the total number of securities (including all Total Registrable Securities and other such Equity Securities) included in such registration to be less than or equal to the Optimal Number. Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to sell for its own account any capital stock of the Company at a price that is not acceptable to the Company in the sole discretion of the Board and the best efforts obligation of the Company as set forth in this Section 9 and Section 12 shall not include any such obligation.

9F. Restrictions on Demand Registrations. The Company will not be obligated to effect any Investor Demand Registration within twelve (12) months after the effective date of an Investor Demand Registration covering a consummated offering and sale of Investor Registrable Securities. The Company will not be obligated to effect any Stockholder Demand Registration within twelve (12) months after the effective date of a Stockholder Demand Registration covering a consummated offering and sale of Stockholder Registrable Securities. The Company may, on not more than one occasion in any period of twelve (12) consecutive months, postpone for up to four (4) months the filing or the effectiveness of a registration statement for a Demand Registration if the Board determines in good faith that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any material financing, acquisition or disposition of assets or any merger, consolidation, tender offer or similar transaction or would require the Company or any of its Subsidiaries to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company or any of its Subsidiaries; provided that, in such event, (i) the demanding holders, as applicable, will be entitled to withdraw such request, and if withdrawn such request shall not be counted as one of the registrations which the demanding holders, as applicable, are entitled to request pursuant to Section 9B or Section 9C, and (ii) in any event the Company shall pay all Registration Expenses incurred in connection with any such requested registration.

9G. Selection of Underwriters. If any Demand Registration requested by the Initiating Holders or Majority Other Stockholders is an underwritten offering, the Company, on the one hand, and the holders of a majority of the Investor Registrable Securities and Stockholder Registrable Securities participating in such Demand Registration, on the other hand, shall jointly select the investment banker(s) and manager(s) for the offering; provided, however, that if such parties are unable to reach agreement within a reasonable period of time, each of the Company,

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on the one hand, and the holders of a majority of the Investor Registrable Securities and Stockholder Registrable Securities participating in such Demand Registration, on the other hand, shall select an investment bank and manager as co-leads of such offering.

9H. Other Registration Rights. Except as provided in this Agreement, the Company will not grant to any Person the right to request the Company to register any Specified Equity Securities of the Company or any of its Subsidiaries (whether as a demand registration or a piggyback registration), unless (i) such agreement provides that the holders of Total Registrable Securities have priority over such other registration rights in a manner reasonably satisfactory to the holders of a majority of Liberman Registrable Securities and the holders of a majority of the Investor Registrable Securities, Stockholder Registrable Securities and Piggyback Registrable Securities, considered as a whole, (ii) such agreement applies only to Specified Equity Securities transferred to another Person (other than a Class B Permitted Holder) by a Class B Permitted Holder (or any subsequent transfer of those Specified Equity Securities to a Person (other than a Class B Permitted Holder)) and such agreement provides for registration rights of those Specified Equity Securities, at the election of the transferee, so long as such registration rights do not have priority over the registration rights granted to the Total Registrable Securities in this Agreement and such agreement does not provide for demand registration rights (but may include piggyback registration rights) before the consummation of an IPO, or (iii) the Company obtains the prior written consent of the holders of a majority of the Stockholder Registrable Securities and Piggyback Registrable Securities, considered as a whole, the holders of a majority of the Liberman Registrable Securities and the holders of a majority of the Investor Registrable Securities. For the avoidance of doubt, “priority,” as used in this Section 9H, means, with respect to any group of Specified Equity Securities, that no Person other than a holder of such group of Specified Equity Securities shall be entitled to sell any such Specified Equity Securities in such registration unless the holders of such group of Specified Equity Securities shall have been entitled to sell in such registration each share of such group of Equity Securities proposed by them to be included in such registration.

9I. Demand Registration Expenses. Except as provided in Section 9B(iv), the Registration Expenses in connection with any Demand Registration will be paid by the Company, including the reimbursement of the holders of Registrable Securities and Stockholder Registrable Securities included in such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Registrable Securities and Stockholder Registrable Securities included in such registration.

9J. Termination. This Section 9, along with Sections 11, 12, 13 and 15, shall terminate immediately after the consummation of a Sale Event; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, the Company’s obligations under this Section 9 shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders.

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SECTION 10. PIGGYBACK REGISTRATIONS

10A. Right to Piggyback. Whenever the Company proposes to register any of its Equity Securities under the Securities Act covering the offer and sale by the Company or any other Person of its Equity Securities for cash and the registration form to be used may be used for the registration of any Total Registrable Securities (other than pursuant to a registration on Form S-8 or any successor or similar forms) (a “Piggyback Registration”), the Company will give prompt written notice to all holders of any Total Registrable Securities of its intention to effect such a registration and will use its reasonable best efforts to include in such registration all Total Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after such written notice has been given.

10B. Piggyback Expenses. The Registration Expenses of the holders of Total Registrable Securities who participate in a Piggyback Registration will be paid by the Company in all Piggyback Registrations.

10C. Priority on Piggyback Registrations. If a Piggyback Registration is an underwritten registration and the managing underwriter(s) of the offering advise the Company in writing that in its opinion the number of securities requested to be included in such registration exceeds the number which can be sold without adversely affecting such offering, the Company will include in such registration (i) first, if the Piggyback Registration is an underwritten registration on behalf of the Company the securities the Company proposes to sell for its own account, (ii) second, after all securities described under clause (i) requested to be included in such registration have been so included, the Total Registrable Securities and other Equity Securities (other than Total Registrable Securities) for which such holders of Equity Securities have applicable demand and/or piggyback rights requested to be included in such registration, pro rata among the holders of such Total Registrable Securities and such other Equity Securities on the basis of the number of Total Registrable Securities and such other Equity Securities each such holder proposes to sell therein, up to a number of Equity Securities that, when combined with the securities described under clause (i) included in such registration, causes the total number of Equity Securities included in such registration to be less than or equal to the Optimal Number, and (iii) third, after all securities described under clauses (i) and (ii) requested to be included in such registration have been so included, other securities requested to be included in such registration, up to a number of such other securities that, when combined with the securities described under clauses (i) and (ii) included in such registration, causes the total number of securities included in such registration to be less than or equal to the Optimal Number.

10D. Other Registrations. If the Company has previously filed a registration statement with respect to Investor Registrable Securities, Stockholder Registrable Securities and/or Liberman Registrable Securities pursuant to Section 9 or pursuant to this Section 10, and if such previous registration has not been withdrawn or abandoned, the Company will not file any other registration of any of its common stock, or any securities convertible into or exchangeable for common stock, under the Securities Act (except on Form S-4 or S-8 or any similar or successor form), whether on its own behalf or at the request of any holder or holders of such its common stock, or any securities convertible into or exchangeable for common stock, until the earlier of (i) ninety (90) days after the initial effective date of such previous registration, which period shall be extended by the number of days by which the Company suspends the use

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of the prospectus used for such previous registration pursuant to Section 12(v) and (ii) the completion of the distribution of the Total Registrable Securities registered under such previous registration statement.

10E. Maintenance of Listing of Securities. At all times after the Company has caused the shares of its common stock to be listed on a national securities exchange or market, except upon the prior written consent of the holders of a majority of the Investor Registrable Securities, Stockholder Registrable Securities and Piggyback Registrable Securities, considered as a whole, and the holders of a majority of the Liberman Registrable Securities, the Company shall use its best efforts to cause the shares of its common stock to continue to be listed on a national securities exchange or market. In the event the shares of the Company’s common stock cease to become listed on a national securities exchange or market, the Company will use its best efforts to cause the shares of its common stock to be listed on a national securities exchange or market.

10F. Termination. This Section 10, along with Sections 11, 12, 13 and 15, shall terminate immediately after the consummation of a Sale Event; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, the Company’s obligations under this Section 10 shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders.

SECTION 11. HOLDBACK AGREEMENTS

11A. Company Agreement. The Company will not effect any public sale or distribution of, or cause a registration statement to be declared effective with respect to, its common stock, or any securities convertible into or exchangeable or exercisable for common stock: (i) with respect to an IPO or Qualified IPO, during the seven days prior to and the 180-day period beginning on the effective date of the registration statement relating to such IPO or Qualified IPO, unless the underwriters managing the offering otherwise agree and (ii) with respect to any Demand Registration or Piggyback Registration (other than an IPO or Qualified IPO), during the seven days prior to and the 90-day period beginning on the effective date of any underwritten Demand Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any similar or successor form), unless the underwriters managing the applicable offering otherwise agree.

11B. Stockholder Agreement. Each holder of Total Registrable Securities shall not offer, sell, transfer or otherwise dispose of or make any demand for the registration of Total Registrable Securities (other than to any of his or its Affiliates) during the seven days prior to and the 180-day period beginning on the effective date of common stock, or any securities convertible into or exchangeable for Company common stock, unless the underwriters managing the offering

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otherwise agree in writing; provided that in the case of any registration other than an IPO or Qualified IPO, (i) the 180-day period referred to in this sentence shall be reduced to a 90-day period and (ii) such period shall run until the later of 90 days after the initial effective date of such registration or, 90 days after the filing of a prospectus supplement with respect to an offering pursuant to Rule 415 of the Securities Act relating to such public offering, if such a prospectus supplement is filed.

SECTION 12. REGISTRATION PROCEDURES

In order to participate in a registration by selling Total Registrable Securities in the related offering pursuant to Section 9 or Section 10, a holder of Total Registrable Securities shall be required to enter into, and sell its Total Registrable Securities only pursuant to, the underwriting agreement reasonably acceptable to such holder (which may include, for avoidance of doubt, provisions for indemnification as set forth in Section 14B), and shall take such other actions as may be reasonably necessary to effect such holder’s participation in the offering and to provide any assurances reasonably requested by the Company and the managing underwriter(s) in that regard.

Whenever the holders of Total Registrable Securities have requested that any Total Registrable Securities be registered pursuant to Section 9, the Company will use its best efforts to effect the registration and the sale of such Total Registrable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as expeditiously as reasonably possible:

(i) prepare and file with the SEC a registration statement with respect to such Total Registrable Securities and thereafter use its best efforts to cause such registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company will furnish to counsel selected by the holders of a majority of the Total Registrable Securities included in such registration copies of all such documents proposed to be filed three (3) Business Days shall be deemed sufficient time for such review);

(ii) notify each holder of Total Registrable Securities participating in such offering of the effectiveness of each registration statement filed hereunder and prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective (a) with respect to a Long-Form Registration, until the earlier to occur of sixty (60) days after the initial effectiveness of the registration statement or the completion of the distribution (including any over-allotment option) of the Total Registrable Securities registered under such registration statement or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by Law to be delivered in connection with the sale of such Total Registrable Securities by an underwriter or dealer or such shorter period as will terminate when all of the Total Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition (but in any event not before the expiration of any longer period required under the Securities Act) or (b) with respect to a Short Form

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Registration, a period of not more than one hundred eighty (180) days after the initial effectiveness of the registration statement or the completion of the distribution (including any over-allotment option) of the Total Registrable Securities registered under such registration statement or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by Law to be delivered in connection with the sale of Total Registrable Securities by an underwriter or dealer or such shorter period as will terminate when all of the Total Registrable Securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement until such time as all of such Total Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement;

(iii) furnish to each seller of Total Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Total Registrable Securities owned by such seller;

(iv) use its best efforts to register or qualify such Total Registrable Securities under such other securities or blue sky Laws of such jurisdictions as any seller reasonably requests and do any and all other reasonable acts and things which are necessary or reasonably advisable to enable such seller to consummate the disposition in such jurisdictions of the Total Registrable Securities owned by such seller (provided, however, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 12(iv), (b) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction);

(v) notify each seller of such Total Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which, the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at the request of any such seller, the Company will, as soon as reasonably practicable, prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Total Registrable Securities, such prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made;

(vi) use its best efforts to cause all such Total Registrable Securities to be listed on a national securities exchange or market;

(vii) provide a transfer agent and registrar for all such Total Registrable Securities not later than the effective date of such registration statement;

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(viii) with respect to an underwritten offering, enter into such customary agreements (including underwriting agreements and including, for the avoidance of doubt, provisions for indemnification by the Company as may be requested by the underwriters and take all such other actions as the managing underwriter(s) reasonably request in order to expedite or facilitate the disposition of such Total Registrable Securities (including effecting a stock split or a combination of shares);

(ix) make available with reasonable advance notice during normal business hours for inspection by any seller of Total Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(x) otherwise use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company’s first full calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 9(a) of the Securities Act and Rule 158 thereunder;

(xi) permit any holder of such Total Registrable Securities, which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable judgment of such holder and its counsel is required to be included;

(xii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any such Total Registrable Securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order;

(xiii) with respect to underwritten offerings, use its reasonable best efforts to obtain comfort letters, dated the effective date of such registration statement (and the date of the closing), signed by the Company’s independent certified public accountants (and, if necessary, any other certified public accountants of any business acquired by the Company for which financial statements and financial data are required to be included in the registration statement), in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter(s) in such public offering reasonably request; and

(xiv) with respect to underwritten offerings, as reasonably requested by the managing underwriter(s) of the offering, provide a legal opinion of the Company’s outside counsel, dated the date of the closing, with respect to the effective registration statement and the prospectus included therein (including the preliminary prospectus) and such other documents

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relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature.

Notwithstanding the foregoing, the Company’s obligations pursuant to this Section 12 shall not include publicly disclosing or making publicly available the Station Financials. The Company may require each seller of Total Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

SECTION 13. REGISTRATION EXPENSES

13A. Company Expenses. The Company shall bear all expenses incident to the Company’s performance of or compliance with Sections 9, 10 and 12 of this Agreement, including all Registration Expenses except to the extent otherwise provided herein.

13B. Reimbursement. Except to the extent otherwise provided herein, in connection with each Demand Registration and each Piggyback Registration, the Company will reimburse the holders of Liberman Registrable Securities covered by such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Liberman Registrable Securities included in such registration, will reimburse the holders of Investor Registrable Securities covered by such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Investor Registrable Securities included in such registration, and will reimburse the holders of Stockholder Registrable Securities and Piggyback Registrable Securities covered by such registration for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the Stockholder Registrable Securities and Piggyback Registrable Securities, considered as a whole, included in such registration. Except to the extent otherwise provided herein, in connection with each Demand Registration and each Piggyback Registration, the Company shall reimburse the holders of Total Registrable Securities included in such registration for the reasonable fees and disbursements of any additional counsel retained by any holder of Total Registrable Securities for the purpose of rendering any legal opinion required by the Company or the managing underwriter(s) to be rendered on behalf of such holder in connection with any underwritten Demand Registration or Piggyback Registration.

SECTION 14. INDEMNIFICATION

14A. Indemnification Obligation of the Company. In connection with any registration statement in which a holder of Total Registrable Securities is participating, the Company agrees to indemnify and hold harmless, to the extent permitted by Law, each holder of Total Registrable Securities participating in such offering, and their respective officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses to which any of the foregoing persons may become subject insofar as caused by (i) any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or, (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except in so far as the same are

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caused by or contained in any information furnished in writing to the Company by or on behalf of such holder of Total Registrable Securities expressly for use therein or by such holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Company has furnished such holder with a sufficient number of copies of the same.

14B. Indemnification of the Company. In connection with any registration statement in which a holder of Total Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto and, to the extent permitted by Law, will indemnify and hold harmless the Company, its directors and officers, each underwriter, broker or other Person acting on behalf of the holders of Total Registrable Securities and each other Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses caused by (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, but in each case only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by or on behalf of such holder; provided that the obligation to indemnify will be individual to each holder and will be limited to the net amount of proceeds received by such holder from the sale of Total Registrable Securities pursuant to such registration statement.

14C. Indemnification Procedures. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not adversely affected the indemnifying party) and (ii) unless such indemnified party shall have reasonably concluded that there may be defenses available to such indemnified party that are different from or additional to those available to the indemnifying party, which if the indemnifying and indemnified party were to be represented by the same counsel, would result in a conflict of interest for such counsel (in which case the indemnifying party shall have the right to participate therein with counsel of its choice), permit such indemnifying party to assume the defense of such claim and after notice from the indemnifying party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof. If such defense is assumed, the indemnifying party may not enter into any settlement for such claim without the indemnified party’s consent, unless such settlement (i) includes as an unconditional term thereof the giving by the claimant or plaintiff of a release to such indemnified party from all liability in respect of such action or proceeding, and (ii) does not involve any admission by, the imposition of any non-monetary remedies or obligations on or otherwise adversely affect any person entitled to indemnification. For purposes of clause (ii) preceding, such settlement may involve the imposition only of financial obligations, which shall be wholly borne by the indemnifying party. An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the reasonable fees and expenses of more than one counsel for all parties

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indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim, except for conflicts of interest that exist between holders of Investor Registrable Securities and except for conflicts that exist between Stockholders (other than Class B Permitted Holders and Investor Registrable Securities).

14D. Contribution. If the indemnification provided for in this Section 14 is held by a court of competent jurisdiction to be unavailable to an indemnified party or is otherwise unenforceable with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other hand in connection with the statements or omissions which resulted in such loss, claim, damage, liability or expense as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each seller of Total Registrable Securities, to an amount equal to the net proceeds actually received by such seller from the sale of Total Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just or equitable if the contribution pursuant to this Section 14D were to be determined by pro rata allocation or by any other method of allocation that does not take into account such equitable considerations. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to herein shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending against any action or claim which is the subject hereof. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation.

14E. Other Indemnification Provisions. The indemnification and contribution provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities.

SECTION 15. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS

No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided that no holder of Total Registrable Securities will be required to sell more than the number of Total Registrable Securities that such

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holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 12(v), such Person will forthwith discontinue the disposition of its Total Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 12(v). In the event the Company shall give any such notice, the applicable time period mentioned in Section 12(ii) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 15 to and including the date when each seller of Total Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 12(v).

SECTION 16. DEFINITIONS

“Acquisition Equity Securities” means any Equity Securities issued to Unaffiliated Persons as consideration for acquisitions by the Company or any of its Subsidiaries of assets or businesses in strategic transactions to the extent that such Equity Securities, as of the date of the issuance thereof, do not, together with all prior issuances of Equity Securities issued to Unaffiliated Persons as consideration for acquisitions by the Company or any of its Subsidiaries of assets or businesses in strategic transactions, is less than or equal to 5% of the Company’s outstanding common stock as of such date.

“Affiliate” has the meaning set forth in Rule 12b-2 of the regulations promulgated under the Securities Exchange Act as in effect on the date hereof. Notwithstanding anything herein or in any Transaction Document to the contrary, Oaktree and Tinicum shall not be considered as Affiliates of each other and none of the Class B Permitted Holders shall be considered an Affiliate of any Investor.

“Aggregate Oaktree/Tinicum Foreign Ownership Percentage” has the meaning set forth in Section 1B(ii)(a)(1).

“Agreement” has the meaning set forth in the Preamble.

“Aliens” has the meaning set forth in Section 1B(ii)(a).

“Allotment Percentage” has the meaning set forth in Section 5A(i).

“Attributable Interest” shall mean an ownership or other interest attributed to its holder(s) and deemed cognizable by the FCC (under the criteria specified in 47 C.F.R. Section 73.3555 or any successor provision, as interpreted by the FCC’s decisions or published and promulgated policies in effect at any time) in any radio or television broadcast station or daily newspaper of general circulation.

“Attributable Stockholder” has the meaning set forth in Section 1B(i)(a).

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“Base Share Price” means $1,368,075.52, which number represents the per share consideration paid by the Investors for the shares of New LBI Stock purchased by them on the date hereof, as such dollar amount is appropriately adjusted for stock splits, stock dividends, combinations of shares, recapitalizations, mergers, consolidations or other reorganizations.

“Below Closing Date Price” has the meaning set forth in Section 1A(i).

“Board” has the meaning set forth in the Preamble.

“Business Day” means any day other than a Saturday or Sunday or any day on which banks in the State of New York or California are required or authorized to be closed.

“Charter” means the Restated Certificate of Incorporation of the Company, and also includes the bylaws of the Company, in each case, as in effect on the date hereof and as may be amended from time to time.

“Class A Common Stock” means the Class A Common Stock of the Company, par value $0.001 per share.

“Class B Common Stock” means the Class B Common Stock of the Company, par value $0.001 per share.

“Class B Directors” has the meaning set forth in Section 7A(ii)(a).

“Class B Long-Form Registration” has the meaning set forth in Section 9C(ii).

“Class B Permitted Holder” means (i) each holder of any shares of Class B Common Stock so long as the Beneficial Owner (as defined in the Charter) of such shares of Class B Common Stock is a Class B Stockholder (as defined in the Charter) and (ii) each holder of any Specified Equity Securities (other than any shares of Class B Common Stock) so long as the Beneficial Owner of such Specified Equity Securities is a Class B Stockholder or would be a Class B Stockholder if such Specified Equity Securities were Class B Common Stock.

“Class B Permitted Transferee” means (i) the Existing Stockholders and (ii) the “Class B Permitted Transferees” (as such term is defined in the Charter as in effect on the date hereof).

“Class B Short-Form Registration” has the meaning set forth in Section 9D(ii).

“Closed Long-Form Registration” has the meaning set forth in Section 9C(i).

“Communications Act’ has the meaning set forth in the Investment Agreement.

“Company” means (i) Liberman Broadcasting, Inc., a Delaware corporation, and (ii) each successor thereto by merger, so long as such successor assumes (by operation of law or otherwise) all obligations of the foregoing entity pursuant to this Agreement and the Investment Agreement.

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“Company Competitor” means (a) any Person that is directly or indirectly through any Affiliate engaged in the broadcast business, any portion of which is primarily targeted towards the Spanish language broadcast market or (b) any Person that is directly or indirectly through any Affiliate engaged in the broadcast business, no portion of which is then primarily targeted towards the Spanish language broadcast market but that has directly or indirectly through any Affiliate announced its desire to enter into the Spanish language broadcast business.

“Company Lines of Business” means the television (including cable television) and radio broadcast business, television and radio program production, rental of television, radio and related facilities and properties, outdoor advertising, the leasing or licensing of property or tower space, concerts and other promotional activities and general business services related to any of the foregoing and any business incident thereto.

“Company Maximum Foreign Ownership Percentage” has the meaning set forth in Section 1B(ii)(a)(1).

“Confidential Information” means all non-public information, including financial information and all other information, in each case, concerning the business of the Company or its Subsidiaries, whether furnished before or after the date of this Agreement, whether oral or written, and regardless of the manner or form in which it is, or was, furnished, together with notes, analyses, compilations, studies or other documents prepared by the recipient of such information or its Affiliates or Representatives based upon, containing or otherwise reflecting such information, except that the term “Confidential Information” shall not include information that (a) is or becomes generally available to the public other than as a result of a disclosure, in violation of this Agreement, by the recipient or its Affiliates or Representatives or any other Person who directly or indirectly receives such information from the recipient or its Affiliates or Representatives, (b) becomes available to the recipient from a source other than the Company, its Subsidiaries, or a source providing such information on behalf of the Company or its Subsidiaries, provided, however, that such source is not, to the knowledge of the recipient, bound by a confidentiality agreement with or other obligation of secrecy to the Company or any of its Subsidiaries, or (c) was available to the recipient on a non-confidential basis prior to its disclosure to the recipient by or on behalf of the Company or any of its Subsidiaries.

“Corrective Actions” has the meaning set forth in Section 1B(i)(b).

“Deciding Tinicum Holders” means, at any date of determination, any holder of Tinicum Shares that is an Investor or an Investor Permitted Transferee that, alone or collectively with its Affiliates that are Investors or Investor Permitted Transferees, holds at least 75% of the Tinicum Shares then outstanding; provided that “Deciding Tinicum Holders” shall cease to exist for all purposes of this Agreement and the other Transaction Documents at the earlier of such time that (x) no Investor or Investor Permitted Transferee, alone or collectively with its Affiliates that are Investors or Investor Permitted Transferees, holds at least 75% of the Tinicum Shares then outstanding or (y) no Investor or Investor Permitted Transferee, alone or collectively with its Affiliates that are Investors or Investor Permitted Transferees, holds more than 37.5% of the Tinicum Shares outstanding on the date hereof (after appropriate adjustment for stock splits, stock dividends, combinations of shares, recapitalizations, mergers, consolidations or other reorganizations but, for purposes of clause (y), without giving effect to the proviso set forth in

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the definition of the term “Tinicum Shares”.

“Demand Registration” has the meaning set forth in Section 9A.

“Disability” means, with respect to Lenard Liberman or Jose Liberman, if he is unable to perform the duties of the executive vice president or the chief executive officer, as applicable, of the Company due to physical or mental illness, and such inability exists for one-hundred twenty (120) days (including a period of sixty (60) consecutive days) in any twelve (12) consecutive month period; and “Disabled” means, with respect to such a person, that such Person has suffered and is continuing to suffer a Disability.

“Drag Transaction” has the meaning set forth in Section 4A.

“Election Notice” has the meaning set forth in Section 5A(ii).

“Equity Securities” means any capital stock of the Company, any option, warrant or other right to subscribe for or purchase any capital stock of the Company, or any other security convertible into or exchangeable or exercisable for, directly or indirectly, any capital stock of the Company (including stock appreciation, phantom stock, profit participation or similar rights); provided that Specified Preferred Stock shall not constitute Equity Securities.

“Exempt Transfer” has the meaning set forth in Section 3D.

“Existing Stockholders” has the meaning set forth in the Preamble.

“Fair Market Value” of any security or any other asset, right or interest means the average of the closing prices of such security’s sales on all securities exchanges on which such security may at the time be listed, or, if there has been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day such security is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00 P.M., New York time, or, if on any day such security is not quoted in the NASDAQ System, the average of the highest bid and lowest asked prices on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which “Fair Market Value” is being determined and the 20 consecutive business days prior to such day. If at any time such security or other asset, right or interest is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the “Fair Market Value” shall be the fair value thereof determined jointly by the Board, the holders of a majority of the Class B Common Stock, the holders of a majority of the Oaktree Shares and the holders of a majority of the Tinicum Shares; provided, however, that the agreement of the Board and the holders of a majority of the Class B Common Stock, together with either the holders of a majority of the Oaktree Shares or the holders of a majority of the Tinicum Shares alone, shall be sufficient for such purpose. If such parties are unable to reach agreement within ten (10) days, the “Fair Market Value” shall be

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determined by an independent appraiser experienced in valuing securities jointly selected by the Board, the holders of a majority of the Class B Common Stock, the holders of a majority of the Oaktree Shares or the holders of a majority of the Tinicum Shares; provided, however, that the agreement of the Board and the holders of a majority of the Class B Common Stock, together with either the holders of a majority of the Oaktree Shares or the holders of a majority of the Tinicum Shares alone, shall be sufficient for the purpose of selecting such independent appraiser. If an appraiser is not chosen according to the preceding sentence within ten (10) days after the parties are unable to reach agreement on “Fair Market Value,” the Board shall choose an independent appraiser that is a nationally recognized appraisal firm. The determination of such appraiser shall be final and binding upon the parties, and the Company shall pay the fees and expenses of such appraiser.

“FCC” has the meaning set forth in the Investment Agreement.

“FCC Regulations” has the meaning set forth in the Investment Agreement.

“Forced Sale” means any Transfer of Specified Equity Securities held by any Stockholder (other than a Class B Permitted Holder) pursuant to Section 4 if, upon the consummation thereof, the Company shall continue to be a Liberman Controlled Company.

“Foreign Ownership” has the meaning set forth in Section 1B(ii)(a).

“GAAP” means United States generally accepted accounting principles as in effect from time to time, consistently applied.

“Initiating Holders” means holders of a majority of the Investor Registrable Securities.

“Initiating Stockholder” has the meaning set forth in Section 3C(i).

“Investment Agreement” has the meaning set forth in the Preamble.

“Investor Demand Registration” means an Investor Long-Form Registration or an Investor Short-Form Registration, as applicable.

“Investor Long-Form Registration” has the meaning set forth in Section 9A.

“Investor Permitted Transferee” means (i) any Investor, or (ii) any Person who has received Specified Equity Securities from an Investor, or from any Person described in this clause (ii), in a Transfer in compliance with this Agreement, including Section 3A and Section 3B; provided that “Investor Permitted Transferee” shall not include a transferee in a Drag Transaction, in a Transfer pursuant to Section 3C, in a Sale Event or in a Public Sale.

“Investor Registrable Securities” means the Oaktree Registrable Securities and the Tinicum Registrable Securities.

“Investor Shares” means Oaktree Shares and Tinicum Shares, collectively.

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“Investor Short-Form Registration” has the meaning set forth in Section 9A.

“Investors” has the meaning set forth in the Preamble.

“IPO” means an initial public offering of the Company’s common stock pursuant to an effective registration statement under the Securities Act, other than any issuance of the Company’s common stock or rights to acquire common stock (i) as consideration for a merger or acquisition, or (ii) to directors or employees of the Company or its Subsidiaries as part of an incentive or compensation plan.

“Joinder Agreement” has the meaning set forth in the Preamble.

“LBI Media Holdings” means LBI Media Holdings, Inc., a Delaware corporation and wholly owned subsidiary of the Company.

“Liberman Controlled Company” means a Person if (i) Class B Permitted Holders collectively, beneficially hold directly or indirectly the power to vote shares of capital stock or other securities of such Person which in the aggregate possess a majority of the total voting power of shares of stock or other securities entitled (without regard to the occurrence of any contingency) to vote on the election of directors (or equivalent Persons), (ii) the obligations of the Class B Permitted Holders hereunder are applicable to the Class B Permitted Holders as the holders of capital stock or other securities of such Person (subject to the terms and conditions of this Agreement), (iii) such Person has assumed or is otherwise bound by the obligations of the Company pursuant to this Agreement with respect to the Stockholders other than the Class B Permitted Holders (subject to the terms and conditions of this Agreement), and (iv) such Person is a Delaware corporation, it being understood that, subject to compliance with clauses (i)-(iv) foregoing, more than one Liberman Controlled Company may exist at any time (with such obligations described in clauses (ii) and (iii) having been assumed under one or more other agreements).

“Liberman Family Interested Persons” means Jose Liberman, Lenard Liberman, any member of their respective Family Groups or any Affiliate of any such Person, other than the Company and its Subsidiaries. For purposes of the foregoing sentence, “Family Group” means (i) such Person’s siblings, spouse, siblings’ spouses, ancestors and descendants, and (ii) any trust, family limited partnership or limited liability company primarily for the benefit of such Person and/or such Person’s siblings, spouse, siblings’ spouses, ancestors and descendants.

“Liberman Owner” has the meaning set forth in Section 18.

“Liberman Registrable Securities” means any shares of New LBI Stock (i) issued to or otherwise acquired by any Class B Permitted Holder, (ii) issued or issuable upon conversion, exercise or exchange of any securities issued to or otherwise acquired by any Class B Permitted Holder, or (iii) issued or issuable directly or indirectly with respect to the securities referred to in clause (i) or clause (ii) by way of stock dividend or stock split or in connection with a combination of New LBI Stock, recapitalization, merger, consolidation or other reorganization. Any particular securities constituting Liberman Registrable Securities will cease to be Liberman Registrable Securities when (i) they have been transferred pursuant to a Public Sale, (ii) all Liberman Registrable Securities are eligible to be sold or distributed by the

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holders thereof pursuant to Rule 144 (including Rule 144(k)), or (iii) they have ceased to be outstanding.

“Liberman Transfer Consent” has the meaning set forth in Section 3A.

“Long-Form Registration” has the meaning set forth in Section 9A.

“LTIP” means the “Incentive Plan” as such term is defined in each of (i) the Employment Agreement, dated December 18, 2002, between the Company and Winter Horton, (ii) the Employment Agreement, dated September 1, 1999, between the Company and Xavier Ortiz, and (iii) the Employment Agreement, dated December 1, 1999, between Liberman Broadcasting, Inc, a California corporation, and Eduardo Leon, in each case as in effect on the date hereof.

“Majority Oaktree Holders” means, as of any date of determination, any holder of Oaktree Shares that is an Investor or an Investor Permitted Transferee that, alone or collectively with its Affiliates that are Investors or Investor Permitted Transferees, holds a majority of the Oaktree Shares then outstanding; provided that “Majority Oaktree Holders” shall cease to exist for all purposes of this Agreement and the other Transaction Documents at the earlier of such time that (x) no Investor or Investor Permitted Transferee, alone or collectively with its Affiliates that are Investors or Investor Permitted Transferees, holds a majority of the Oaktree Shares then outstanding or (y) no Investor or Investor Permitted Transferee, alone or collectively with its Affiliates that are Investors or Investor Permitted Transferees, holds more than twenty-five percent (25%) of the Oaktree Shares outstanding on the date hereof (after appropriate adjustment for stock splits, stock dividends, combinations of shares, recapitalizations, mergers, consolidations or other reorganizations but, for purposes of clause (y), without giving effect to the proviso set forth in the definition of the term “Oaktree Shares”).

“Majority Other Stockholders” means holders of a majority of the Stockholder Registrable Securities.

“Management Rights Letter” means the letters described in Section 2.3 and 6.1(h) of the Investment Agreement and the letter agreements (if any) executed pursuant to Section 1B(v) hereof.

“Marketable Securities” means (i) cash and (ii) Cash Equivalents (as defined in the Revolving Credit Agreement) and other securities which are, or within six (6) months of receipt thereof by the holder thereof will be, or may, at the sole election of the holder, be, free of any restrictions on transfer, whether arising under applicable Law, contractual arrangement or otherwise (other than any contractual arrangement entered into by such holder independent of any transaction arising from or required by a Sale Event or Drag Transaction or any transactions contemplated by this Agreement and other than any obligation under any Law that applies to such holder because of attributes that do not generally apply to private equity or distressed debt investors or funds and other than under any anti-fraud Law) and, without limiting the foregoing, which therefore may be transferred by the holder thereof in a liquid market immediately upon or within six (6) months after such holder’s receipt thereof. Any reference in this Agreement to the

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value or amount of any Marketable Securities means the Fair Market Value of such Marketable Securities as of the date on which such Marketable Securities are received by the holder thereof.

“Net After-Tax Proceeds” means the after-tax consideration paid or payable to a Stockholder (other than a Class B Permitted Holder) in the applicable transaction, assuming for such Person the highest marginal federal, state and local applicable tax rates applicable to an individual living in New York, New York for such transaction taking into account the actual holding period of the stock for each applicable Stockholder (other then a Class B Permitted Holder).

“Net Assets” means the full assets (including cash, notes or other securities) received by the Company and its Subsidiaries as consideration in connection with a Sale Event described in clause (A) of the definition thereof, other than such assets necessary to fulfill the Company’s and/or any of its Subsidiaries’ obligations (x) to repay indebtedness, tax obligations and other obligations, including transaction costs incurred in connection with such Sale Event and/or any distributions, payments, redemptions or other transfers relating thereto, (y) to fund reserves for any contingent considerations, such as funds placed in escrow at such closing or earn-out payments which may be made after closing of the applicable transaction, or (z) to fund reserves established by the board of directors (or similar governing body) of the Company and/or any of its Subsidiaries with respect to any liquidation or dissolution of the Company and/or its Subsidiaries. For the avoidance of doubt, “Net Assets” shall not include (a) any contingent considerations (e.g., funds placed in escrow at the closing of the applicable Sale Event or earn-out payments which may be made after such closing), or (b) any payments scheduled to be made after such closing (it being understood, for example, that payments scheduled to be made under promissory notes shall not be included in Net Assets, but such promissory notes shall be included in Net Assets).

“New LBI Stock” means (i) any Class A Common Stock or Class B Common Stock held by any Stockholder as of the closing of the transactions contemplated by the Investment Agreement or at any time thereafter, and (ii) any capital stock or other Equity Securities issued or issuable directly or indirectly with respect to the securities referred to in clause (i) above by way of dividend or split or in connection with a combination of stock, recapitalization, merger, consolidation or other reorganization. Any shares of stock constituting New LBI Stock shall cease to be New LBI Stock when they have been transferred pursuant to a Public Sale.

“New Securities” has the meaning set forth in Section 5B.

“New Stockholders” has the meaning set forth in the Preamble.

“Nonqualifying Consideration” has the meaning set forth in Section 4C(iii).

“Notice of Additional Documentation” has the meaning set forth in Section 3C(i).

“Oaktree” has the meaning set forth in the Preamble.

“Oaktree Director” has the meaning set forth in Section 7A(ii)(b).

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“Oaktree Fund” has the meaning set forth in the Preamble.

“Oaktree Observer” has the meaning set forth in Section 7C.

“Oaktree Registrable Securities” means any shares of New LBI Stock (i) issued to or otherwise acquired by Oaktree, (ii) issued or issuable upon conversion, exercise or exchange of any securities issued to or otherwise acquired by Oaktree, or (iii) issued or issuable directly or indirectly with respect to the securities referred to in clause (i) or clause (ii) by way of stock dividend or stock split or in connection with a combination of New LBI Stock, recapitalization, merger, consolidation or other reorganization. Any particular securities otherwise constituting Oaktree Registrable Securities will cease to be Oaktree Registrable Securities when (i) they have been transferred pursuant to a Public Sale, (ii) all Oaktree Registrable Securities are eligible to be sold or distributed by the holders thereof pursuant to Rule 144 (including Rule 144(k)), or (iii) they have ceased to be outstanding.

“Oaktree Shares” means (i) the shares of Class A Common Stock (including any Class A Common Stock issued or issuable upon conversion of Class B Common Stock) issued to or purchased by Oaktree on the date hereof, and (ii) any securities issued or issuable directly or indirectly with respect to the shares referred to in clause (i) by way of dividend or split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided, however, that any of the securities referred to in the foregoing clauses (i) or (ii) which are transferred in a Forced Sale or in a Transfer pursuant to Section 3C shall cease to be “Oaktree Shares” upon and after such Transfer. For purposes of any calculation with respect to Oaktree Shares, share amounts shall be calculated after appropriate adjustment for stock splits, stock dividends, combinations of shares, recapitalizations, mergers, consolidations or other reorganizations.

“Oaktree/Tinicum Maximum Foreign Ownership Percentage” has the meaning set forth in Section 1B(ii)(a).

“Optimal Number” has the meaning set forth in Section 9E.

“Other Attributable Interest” means, with respect to any Person, any radio or television broadcast station or daily newspaper of general circulation in which such Person would hold an Attributable Interest as a result of the consummation of a proposed transaction, it being understood that “Other Attributable Interests” with respect to the Company and its Subsidiaries shall not include any radio or television broadcast station in which the Company or any of its Subsidiaries holds an Attributable Interest on the date hereof, unless the Company or its Subsidiary, as applicable, subsequently divests such interest so that it no longer holds an Attributable Interest therein.

“Participating Shares” has the meaning set forth in Section 3C(iv).

“Participating Stockholder” has the meaning set forth in Section 3C(ii).

“Permitted Transferee” has the meaning set forth in Section 3D.

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“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

“Piggyback Registrable Securities” means any shares of New LBI Stock (i) issued to or otherwise acquired by Stockholders (other than Oaktree, Tinicum or Class B Permitted Holders) from the Company (or any subsequent transfer of such New LBI Stock to a Stockholder (other than Oaktree, Tinicum or Class B Permitted Holders)), (ii) issued or issuable upon conversion, exercise or exchange of any securities issued to or otherwise acquired by Stockholders (other than Oaktree, Tinicum or Class B Permitted Holders) from the Company (or any subsequent transfer of such New LBI Stock to a Stockholder (other than Oaktree, Tinicum or Class B Permitted Holders)), or (iii) issued or issuable directly or indirectly with respect to the securities referred to in clause (i) or clause (ii) by way of stock dividend or stock split or in connection with a combination of New LBI Stock, recapitalization, merger, consolidation or other reorganization. Any particular securities otherwise constituting Piggyback Registrable Securities will cease to be Piggyback Registrable Securities when (i) they have been transferred pursuant to a Public Sale, (ii) all Piggyback Registrable Securities are eligible to be sold or distributed by the holders thereof pursuant to Rule 144 (including Rule 144(k)), or (iii) they have ceased to be outstanding.

“Piggyback Registration” has the meaning set forth in Section 10A.

“Potential Company-Caused Ownership Rule Compliance Issue” has the meaning set forth in Section 1B(i)(a).

“Potential Investor-Caused Ownership Rule Compliance Issue” has the meaning set forth in Section 1B(ii)(b).

“Potential Ownership Rule Compliance Issue” has the meaning set forth in Section 1B(ii)(b).

“Predecessor Company” has the meaning set forth in the Preamble.

“Preemptive Right Notice” has the meaning set forth in Section 5A(ii).

“Pro Rata Share” has the meaning set forth in Section 1B(ii)(a)(1).

“Public Sale” means any sale of Specified Equity Securities to the public pursuant to an offering registered under the Securities Act or, following an IPO, to the public through a broker, dealer or market maker pursuant to the provisions of Rule 144 adopted under the Securities Act.

“Qualified IPO” means the consummation by the Company of an initial public offering of common stock (i) with gross proceeds to the Company and its stockholder(s), in the aggregate (without deduction of commissions) of $50,000,000 or more, or (ii) consummated pursuant to an Investor Demand Registration.

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“Qualifying Consideration” with respect to any transaction means, consideration, at least seventy-five percent (75%) of which constitutes cash and Marketable Securities and the remaining portion of which consists solely of promissory notes, if any, with terms and in form identical (other than names of payees, amounts to each payee and notice addresses) to, and issued by the same issuer as, the promissory notes included in the consideration paid to the Class B Permitted Holders in such transaction; provided that the amount of notes to be received by the Stockholders (other than the Class B Permitted Holders) (on a per share basis with respect to Specified Equity Securities) in such transaction shall not be higher than the amount of notes that the Class B Permitted Holders will receive as consideration for the Specified Equity Securities sold in such transaction (on a per share basis).

“Qualifying Incentive Compensation” has the meaning set forth in Section 5B.

“Quarterly Station Financials” has the meaning set forth in Section 2A(i).

“Registrable Securities” means, collectively, the Investor Registrable Securities and the Liberman Registrable Securities.

“Registration Expenses” means all registration and filing fees, fees and expenses of compliance with securities or blue sky Laws, printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding stock transfer taxes, discounts and commissions) and other Persons retained by the Company. For the avoidance of doubt, “Registration Expenses” shall not include any of the following, which shall in all events be borne solely by the Company: the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed.

“Representatives” means the directors, officers, employees, consultants, agents, advisors, and representatives (including observers) of any recipient of Confidential Information, including such recipient’s auditors, legal advisors and financial advisors.

“Required Appointment Actions” has the meaning set forth in Section 17.

“Restricted Business” has the meaning set forth in Section 18A.

“Restricted Period” has the meaning set forth in Section 18A.

“Revolving Credit Agreement” means that certain Amended and restated Credit Agreement, dated as of May 8, 2006, among LBI Media, Inc., the guarantors party thereto, the lenders party thereto, Credit Suisse Securities (USA) LLC and Wachovia Capital Markets, LLC, as joint lead arrangers, Wachovia Bank, N.A. and Harris Nesbitt, as co-syndication agents, Union Bank of California, N.A., as documentation agent, Credit Suisse, Cayman Islands Branch, as collateral agent, and Credit Suisse, Cayman Islands Branch, as administrative agent.

“ROFO Exercise Notice” has the meaning set forth in Section 3B(ii).

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“ROFO Outside Date” has the meaning set forth in Section 3B(iii).

“ROFO Termination Date” has the meaning set forth in Section 3B(iv).

“ROFO Transfer Shares” has the meaning set forth in Section 3B(i).

“Sale Event” means (A) the sale of 90% or more of the assets of the Company and its Subsidiaries to an Unaffiliated Person or Unaffiliated Persons, or (B) any transaction with an Unaffiliated Person (whether by merger or consolidation of the Company, by issuance, sale or Transfer of Equity Securities of the Company or otherwise), if, as a result of such transaction, the Company (or its successor) is no longer a Liberman Controlled Company; provided that an IPO shall not, by itself and without limitation on clause (B) preceding, constitute a Sale Event.

“SEC” means the U.S. Securities and Exchange Commission and any governmental body or agency succeeding to the functions thereof.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal Law then in force.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any similar federal Law then in force.

“Short-Form Registration” has the meaning set forth in Section 9A.

“Specified Equity Securities” means Equity Securities, other than (i) Equity Securities issued to directors or employees of or consultants to the Company or its Subsidiaries as Qualifying Incentive Compensation (including (a) the issuance of Equity Securities as Qualifying Incentive Compensation that are exercisable for other Equity Securities and (b) the issuance of Equity Securities upon the exercise of rights pursuant to Equity Securities referenced in the foregoing clause (a)), (ii) Equity Securities issued as “equity kickers” to bona fide independent third-party lenders pursuant to debt financings, (iii) any Equity Securities issued pursuant to an IPO or any other firm commitment underwritten public offering registered under the Securities Act, (iv) any Acquisition Equity Securities, (v) any Equity Securities issued pursuant to the LTIP in accordance with the terms thereof or (vi) any Equity Securities issued in connection with a Sale Event and (vii) any Equity Securities issued in any stock split, dividend, combination, recapitalization or similar transaction in respect of Equity Securities described in the foregoing clauses (i) to (vi). Any Equity Securities constituting Specified Equity Securities shall cease to be Specified Equity Securities when they have been transferred pursuant to a Public Sale. References to “applicable Specified Equity Securities” shall refer to Specified Equity Securities of a common category, it being understood, for example, that Class A Common Stock and Class B Common Stock are of a common category, but preferred stock, if any, of the Company, on the one hand, and Class A Common Stock or Class B Common Stock, on the other hand, are not of a common category.

“Specified Preferred Stock” means any preferred stock of the Company that does not contain features permitting (i) any conversion or exchange of such preferred stock to common stock or other Equity Securities of the Company (other than any other Specified Preferred Stock), (ii) any right to participate with the Company’s common stock or other Equity

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Securities (other than any other Specified Preferred Stock), (iii) any variable dividends or distributions based on the Company’s performance or (iv) any discretionary distributions or discretionary dividends; provided that such preferred stock may have liquidation preferences (to the extent such liquidation preferences are not based on the Company’s performance).

“Specified Subsidiaries” has the meaning set forth in Section 7B.

“Standard Obligations” for a Stockholder (other than a Class B Permitted Holder) in connection with a Transfer pursuant to Section 3C or in a Drag Transaction pursuant to Section 4 means (i) representations and warranties as to such Stockholder’s title to and ownership of Specified Equity Securities being Transferred or otherwise subject to the applicable transaction, such Stockholder’s own organization, authorization, execution and delivery of relevant documents, the enforceability of relevant agreements against such Stockholder and other matters relating solely to such Stockholder, (ii) covenants by such Stockholder to effect the proposed Transfer of its applicable Specified Equity Securities, to fulfill its other obligations described in Section 4B, and to provide further assurances with respect to consummation of such proposed Transfer and with respect to such other obligations, (iii) indemnification obligations and other remedies with respect to breaches of the foregoing; (for the avoidance of doubt, and notwithstanding clause (iv) following, it being understood that no such Stockholder shall be obligated to enter into any indemnification obligation to the extent relating directly or indirectly to any other Stockholder or any other Stockholder’s Specified Equity Securities), and (iv) indemnification obligations and other remedies with respect to breaches of representations and warranties of or relating to the Company and its Subsidiaries (other than pursuant to clauses (i)-(iii) foregoing), so long as (A) such obligations are undertaken by each Stockholder participating in such transaction (other than holders of Equity Securities that are not Specified Equity Securities solely with respect to obligations arising from or with respect to such Equity Securities), (B) the obligations of each Stockholder (other than Class B Permitted Holders) are several, and not joint and several, with each such Stockholder liable solely for its ratable share of any damages or obligations (based on the relative share of proceeds received by each such Stockholder in such Transfer), and (C) in no event shall any Stockholder (other than any Class B Permitted Holder) be liable in respect of any such indemnity obligations or other remedies in or pursuant to this clause (iv) in connection with any transaction in an aggregate amount in excess of the Net After-Tax Proceeds to such Stockholder in such Transfer.

“Station Financials” has the meaning set forth in Section 2A(ii).

“Station KZJL” means the commercial television broadcast station licensed to Houston, Texas and currently operated under the call sign KZJL(TV), as such community of license or call sign may be modified from time to time.

“Stockholder Closed Long-Form Registration” has the meaning set forth in Section 9C(iii).

“Stockholder Demand Registration” means a Stockholder Long-Form Registration or Stockholder Short-Form Registration, as applicable.

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“Stockholder Registrable Securities” means any shares of New LBI Stock (i) Transferred to or otherwise acquired by Stockholders (other than Oaktree, Tinicum or Class B Permitted Holders) from a Class B Permitted Holder (or any subsequent transfer of such New LBI Stock to a Stockholder (other than Oaktree, Tinicum or Class B Permitted Holders)), (ii) issued or issuable upon conversion, exercise or exchange of any securities issued to or otherwise acquired by Stockholders (other than Oaktree, Tinicum or Class B Permitted Holders) from a Class B Permitted Holder (or any subsequent transfer of such New LBI Stock to a Stockholder (other than Oaktree, Tinicum or Class B Permitted Holders)), or (iii) issued or issuable directly or indirectly with respect to the securities referred to in clause (i) or clause (ii) by way of stock dividend or stock split or in connection with a combination of New LBI Stock, recapitalization, merger, consolidation or other reorganization. Any particular securities otherwise constituting Stockholder Registrable Securities will cease to be Stockholder Registrable Securities when (i) they have been transferred pursuant to a Public Sale, (ii) all Stockholder Registrable Securities are eligible to be sold or distributed by the holders thereof pursuant to Rule 144 (including Rule 144(k)), or (iii) they have ceased to be outstanding.

“Stockholder Restricted Business” has the meaning set forth in Section 1B(viii).

“Stockholders” has the meaning set forth in the Preamble.

“Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be or control any managing director or general partner of such business entity (other than a corporation). References herein to “Subsidiaries” shall, unless the context requires otherwise, be deemed to be references to Subsidiaries of the Company.

“Tag-Along Election Period” has the meaning set forth in Section 3C(ii).

“Tag-Along Portion” means, with respect to any Participating Stockholder relating to any applicable Specified Equity Securities, the number of such applicable Specified Equity Securities equal to the product of (a) the quotient determined by dividing the number of such applicable Specified Equity Securities held by such Participating Stockholder by the sum of (i) the aggregate number of such applicable Specified Equity Securities held by the Initiating Stockholder and all Participating Stockholders, collectively, and (ii) the aggregate number of the applicable Equity Securities (other than Specified Equity Securities) held by all Other Tag-Along Stockholders, multiplied by (b) the number of such applicable Specified Equity Securities to be sold in such Transfer as set forth in the Tag-Along Sale Notice.

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“Tag-Along Sale Notice” has the meaning set forth in Section 3C(i).

“Tinicum” has the meaning set forth in the Preamble.

“Tinicum Director” has the meaning set forth in Section 7A(ii)(c).

“Tinicum Observer” has the meaning set forth in Section 7C.

“Tinicum Registrable Securities” means any shares of New LBI Stock (i) issued to or otherwise acquired by Tinicum, (ii) issued or issuable upon conversion, exercise or exchange of any securities issued to or otherwise acquired by Tinicum, or (iii) issued or issuable directly or indirectly with respect to the securities referred to in clause (i) or clause (ii) by way of stock dividend or stock split or in connection with a combination of New LBI Stock, recapitalization, merger, consolidation or other reorganization. Any particular securities otherwise constituting Tinicum Registrable Securities will cease to be Tinicum Registrable Securities when (i) they have been transferred pursuant to a Public Sale, (ii) all Tinicum Registrable Securities are eligible to be sold or distributed pursuant to Rule 144 (including Rule 144(k)), or (iii) they have ceased to be outstanding.

“Tinicum Shares” means (i) the shares of Class A Common Stock (including any Class A Common Stock issued or issuable upon conversion of Class B Common Stock) issued to or purchased by Tinicum on the date hereof and (ii) any securities issued or issuable directly or indirectly with respect to the shares referred to in clause (i) by way of dividend or split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided, however, that any of the securities referred to in the foregoing clauses (i) or (ii) which are transferred in a Forced Sale or in a Transfer pursuant to Section 3C shall cease to be “Tinicum Shares” upon and after such Transfer. For purposes of any calculation with respect to Tinicum Shares, share amounts shall be calculated after appropriate adjustment for stock splits, stock dividends, combinations of shares, recapitalizations, mergers, consolidations or other reorganizations.

“Tolling Date” has the meaning set forth in Section 18A.

“Total Registrable Securities” means, collectively, the Registrable Securities, Stockholder Registrable Securities and Piggyback Registrable Securities.

“Transfer” has the meaning set forth in Section 3A.

“Transfer Notice” has the meaning set forth in Section 3B(i).

“Transfer Shares” has the meaning set forth in Section 3C(i).

“Transferring Stockholder” has the meaning set forth in Section 3B(i).

“Unaffiliated Person” means any Person other than an Existing Stockholder, a Class B Permitted Transferee, a Liberman Family Interested Person or any Affiliate of any of the foregoing.

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“Unrestricted Number” means the number of applicable Specified Equity Securities equal to the product of (i) the number of such applicable Specified Equity Securities constituting Transfer Shares and (ii) a fraction, (a) the numerator of which is the number of such applicable Specified Equity Securities the Participating Stockholders have collectively elected to include in such Transfer pursuant to Section 3C, and (b) the denominator of which is the aggregate number of such applicable Specified Equity Securities the Stockholders (other than Class B Permitted Holders) are collectively entitled to include in such Transfer pursuant to Section 3C.

“VCOC Interest” has the meaning set forth in Section 1B(v).

Unless otherwise stated, other capitalized terms contained herein have the meanings set forth in the Investment Agreement.

SECTION 17. REPLACEMENT OF CHIEF EXECUTIVE OFFICER

In the event of the death or during the Disability of both Lenard Liberman and Jose Liberman or if both Lenard Liberman and Jose Liberman are no longer actively involved on a full-time basis in the management and operations of the Company and its Subsidiaries (whether due to death, Disability or otherwise), the holders of a majority of the Class B Common Stock shall identify a candidate for the position of chief executive officer of the Company and its Subsidiaries, who will be presented to the Investors and the Investor Permitted Transferees. If either the Majority Oaktree Holders (if the Majority Oaktree Holders then exist) or the Deciding Tinicum Holders (if the Deciding Tinicum Holders then exist) approve the candidate proposed by the holders of a majority of the Class B Common Stock, then the holders of Class B Common Stock, the Investors then holding Specified Equity Securities and the Investor Permitted Transferees shall take all actions necessary, including causing directors appointed by them to take all actions necessary, so that such Person is elected by the Board as the chief executive officer of the Company (the “Required Appointment Actions”). If neither the Majority Oaktree Holders (if the Majority Oaktree Holders then exist) nor the Deciding Tinicum Holders (if the Deciding Tinicum Holders then exist) approve the candidate proposed by the holders of a majority of the Class B Common Stock, then the holders of a majority of the Class B Common Stock shall propose an alternative candidate. The process set forth above shall be repeated until either the Majority Oaktree Holders (if the Majority Oaktree Holders then exist) or the Deciding Tinicum Holders (if the Deciding Tinicum Holders then exist) have approved a candidate proposed by the holders of a majority of the Class B Common Stock, at which time the holders of the Class B Common Stock, the Investors then holding Specified Equity Securities and the Investor Permitted Transferees shall take the Required Appointment Actions. The rights and obligations under this Section 17 shall terminate at the earliest of (i) immediately after the consummation of a Qualified IPO, (ii) immediately before the consummation of a Sale Event or (iii) at such time as neither the Deciding Tinicum Holders nor the Majority Oaktree Holders exist; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, the rights and obligations under this Section 17 shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or

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any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders.

SECTION 18. RESTRICTIVE PROVISIONS

As of immediately prior to the closing of the transactions contemplated by the Investment Agreement, Jose Liberman and Lenard Liberman (together, the “Liberman Owners”) and members of their immediate family own all beneficial interest in all outstanding shares of the Company and have acquired confidential and proprietary information relating to the business and operations of the Company and its Subsidiaries. Each of them and such members of their immediate family will receive valuable consideration as part of the transactions contemplated by the Investment Agreement (including execution and delivery of this Agreement) and therefore has a material economic interest in the consummation thereof. In furtherance of the foregoing, and in order to protect the goodwill related to the business and operations of the Company, each of the Liberman Owners has agreed to certain restrictive covenants in this Agreement relating to confidentiality, non-competition and non-solicitation, which are essential parts of the transactions contemplated by the Investment Agreement.

The Liberman Owners, together with their Affiliates, will own, at the closing, all of the Class B Common Stock, which has 10 votes per share compared to Class A Common Stock, which has one vote per share, so that their 61.11537% aggregate economic ownership represents 94.01810% of voting control of the Company.

The Investors are making the investment contemplated by this Agreement based on their respect for, and confidence in, the Liberman Owners, and their operating and voting control of the Company.

18A. Limitation on Engaging in Restricted Business. From the date hereof until the end of the two year period commencing on the date on which such Person no longer continues to own, directly or indirectly, any Specified Equity Securities (or any successor security thereof) (such date, the “Tolling Date” and such period, the “Restricted Period”), each Liberman Owner agrees that he shall not, except through or in connection with the Company, any other Liberman Controlled Company or any of their respective Subsidiaries, engage directly or indirectly in any business that the Company or any of its Subsidiaries conducts as of the Tolling Date in any geographic area in which the Company or any of its Subsidiaries conducts such business as of the Tolling Date (a “Restricted Business”) (it being understood that the business of LDL Enterprises as conducted on the date hereof and business relating or incidental thereto is not a Restricted Business); provided, however, that the ownership of (x) less than five percent (5%) of the outstanding stock of any publicly traded corporation which engages in the Restricted Business shall not constitute engaging in a Restricted Business so long as Lenard Liberman or Jose Liberman, as applicable, has given notice to the Investors and Investor Permitted Transferees prior to acquiring any such stock or (y) any stock received by Lenard Liberman or Jose Liberman as consideration in a Sale Event shall not constitute engaging in a Restricted Business.

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18B. Non-Solicitation. In addition, during the Restricted Period, each Liberman Owner (other than in his capacity as a director or officer of the Company, any other Liberman Controlled Company or any of their respective Subsidiaries) agrees that he shall not directly or indirectly (i) induce or attempt to induce any employee of the Company or any Subsidiary to leave the employ of the Company or such Subsidiary, or in any way interfere with the relationship between the Company or any Subsidiary and any employee thereof, (ii) hire any person who was an employee of the Company or any Subsidiary at any time during the Restricted Period or (iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee, advertiser or other business relation of the Company or any Subsidiary to cease doing business with the Company or such Subsidiary, or in any way interfere with the relationship between any such customer, supplier, licensee, advertiser or business relation and the Company or any Subsidiary.

18C. Confidentiality. For a period of two (2) years from and after the date on which such Person no longer continues to serve as a director or officer of the Company, any other Liberman Controlled Company or any of their respective Subsidiaries, each Liberman Owner agrees to keep, and to cause his respective Representatives to keep, strictly confidential, and not to disclose or permit his respective Representatives to disclose, any Confidential Information in his or their respective possession. In the event that either Liberman Owner or any of their respective Representatives are required by applicable Law or by interrogatories, requests for information or documents, subpoenas, civil investigative demand or similar process or regulation with respect to any litigation, investigation or other proceeding before any court or arbitrator to disclose any Confidential Information, then prior to disclosing any such information in accordance with such request such Liberman Owner will provide the Company with written notice (unless prohibited by Law) of such request or requirement so that the Company may seek an appropriate protective order (and if the Company seeks such an order, such Liberman Owner and his respective Representatives will provide such reasonable cooperation at the Company’s sole expense as the Company shall reasonably request). If in the absence of a protective order, the Liberman Owner or any of his respective Representatives nonetheless, upon the advice of legal counsel reasonably believes he is required by Law to disclose Confidential Information, such Person may disclose only that portion of the Confidential Information that such Person reasonably believes he is required to disclose and such Person will exercise commercially reasonable efforts to obtain assurance that such Confidential Information will be afforded confidential treatment. Each of Lenard Liberman and Jose Liberman shall be responsible for any failure of his respective Representatives to comply with this Section 18C.

18D. Construction. If a court of competent jurisdiction declares in a final judgment that any term or provision of this Section 18 is invalid or unenforceable, the Parties agree that the court making such determination of invalidity or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed. For the avoidance of doubt, the obligations of Lenard Liberman and Jose Liberman under this Section 18 shall be several and not joint.

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18E. Termination. This Section 18 shall terminate (including that any Restricted Period then in effect shall terminate) upon the earlier to occur of (i) a Qualified IPO, (ii) a Sale Event, or (iii) any other circumstance as a result of which both the Majority Oaktree Holders and the Deciding Tinicum Holders have ceased to exist; provided, however, that in the event any Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) are to be paid, distributed or otherwise transferred to the Stockholders (other than Class B Permitted Holders) in connection with a Sale Event described in clause (A) of the definition thereof, whether pursuant to a distribution, redemption or otherwise, this Section 18 shall not terminate in connection with such Sale Event until all such Net Assets (or Qualifying Consideration in lieu thereof, or any combination of the foregoing) to be paid, distributed or otherwise transferred to such Stockholders (other than Class B Permitted Holders) have been paid, distributed or otherwise transferred to such holders.

SECTION 19. MISCELLANEOUS

19A. Amendment and Waiver. Except as otherwise provided herein (including Section 8B and Section 8C), no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved in writing by the Company, the holders of a majority of the Investor Registrable Securities and the holders of a majority of the Class B Common Stock; provided, however, that no such modification, amendment or waiver that is disproportionately adverse to the holders of Tinicum Shares (as compared to the holders of Oaktree Shares) shall be effective against the holders of Tinicum Shares unless such modification, amendment or waiver is approved in writing by the holders of a majority of the Tinicum Shares and no such modification, amendment or waiver that is disproportionately adverse to the holders of Oaktree Shares (as compared to the holders of Tinicum Shares) shall be effective against the holders of Oaktree Shares unless such modification, amendment or waiver is approved in writing by the holders of a majority of the Oaktree Shares. Notwithstanding the foregoing, if after the date hereof, the Company issues Specified Equity Securities to any Person or any Class B Permitted Holder Transfers any Specified Equity Securities of such Class B Permitted Holder to any Person (other than any other Class B Permitted Transferee), then the Company (in the case of such issuance) or the holders of a majority of the Class B Common Stock (in the case of any such Transfer by any Class B Permitted Holder), as the case may be, shall have the right to amend this Section 19A other than the first sentence hereof (without the consent of any other party hereto) to grant to the purchasers of such Specified Equity Securities (and their subsequent transferees) independent rights under this Section 19A so long as such rights are no more favorable to such purchasers (and their subsequent transferees) as the rights of the Investors under this Section 19A as of the date hereof.

19B. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

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19C. Entire Agreement. Except as otherwise expressly set forth herein, this document, the Investment Agreement, the Charter and the documents referenced herein and therein embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way.

19D. Certain Other Agreements. The Company will not hereafter enter into any agreement with respect to its equity securities which violates at such time or solely with the passage of time the rights granted to the holders of Registrable Securities in this Agreement.

19E. Successors and Assigns. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Company and its successors and assigns and the Stockholders from time to time party hereto and the respective successors and assigns of each of them only as permitted under this Agreement and, so long as they hold Specified Equity Securities.

19F. Counterparts. This Agreement may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same agreement.

19G. Remedies. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Company and any Stockholder shall have the right to injunctive relief, in addition to all of its rights and remedies at Law or in equity, to enforce the provisions of this Agreement.

19H. Notices. Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or received by certified mail, return receipt requested, or sent by reputable overnight courier service (charges prepaid) to the Company, the Existing Stockholders or the Investors at the address set forth below and to any subsequent Stockholder at such address as indicated by the Company’s records or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. Notices will be deemed to have been given hereunder (i) when delivered personally to the recipient, (ii) one (1) business day after being sent to the recipient by reputable overnight courier service (charges prepaid), (iii) upon machine-generated acknowledgment of receipt after transmittal by facsimile if so acknowledged to have been received before 5:00 p.m. on a business day at the location of receipt and otherwise on the next following business day, provided that such notice, demand or other communication is also deposited within 24 hours thereafter with a reputable overnight courier service (charges prepaid) for delivery to the same Person, or (iv) five (5) days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid.

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If to the Company or the Existing Stockholders, to:

Liberman Broadcasting, Inc.

1845 West Empire Avenue

Burbank, California 91504

Telephone: (818) 563-5722

Facsimile: (818) 558-4244

Attention:     Lenard Liberman

with copies (which shall not constitute notice) to:

O’Melveny & Myers LLP

400 South Hope Street

Los Angeles, California 90071

Telephone: (213) 430-6000

Facsimile: (213) 430-6407

Attention:     Joseph K. Kim, Esq.

       John-Paul Motley, Esq.

       Todd D. Rosenberg, Esq.

If to Oaktree, to:

Oaktree Capital Management, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

Telephone: (213) 830-6300

Facsimile: (213) 830-6394

Attention:     James Ford

       Kenneth Liang, Esq.

       Osvaldo Pereira

       Rich Ting, Esq.

with copies (which shall not constitute notice) to:

Kirkland & Ellis LLP

777 South Figueroa Street

Los Angeles, California 90017

Telephone: (213) 680-8400

Facsimile: (213) 680-8500

Attention:     John A. Weissenbach

       Hamed Meshki

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If to Tinicum, to:

Tinicum Incorporated

800 Third Avenue, 40th Floor

New York, New York 10022

Telephone: (212) 446-9385

Facsimile: (212) 750-9264

Attention:     Terence O’Toole

       Stephanie Chen

with a copy (which shall not constitute notice) to:

Sonnenschein, Nath & Rosenthal LLP

525 Market St., 26th Floor

San Francisco, California 94105

Telephone: (415) 882-5025

Facsimile: (415) 882-0300

Attention: Marc Morgenstern, Esq.

19I. Governing Law. The corporate Law of the State of Delaware will govern all issues concerning the relative rights of the Company and the Stockholders. All other issues concerning this Agreement shall be governed by and construed in accordance with the Laws of the State of New York without giving effect to any choice of Law or conflict of Law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of New York.

19J. Descriptive Headings. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

19K. WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HERBY OR THE ACTIONS OF ANY OTHER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT.

19L. No Third-Party Beneficiaries. Except as otherwise provided in Section 7G and Section 14, this Agreement shall not confer any rights or remedies upon any Person other than the parties to this Agreement and their respective successors and permitted assigns.

19M. Construction. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties to this Agreement and no presumption or burden of proof shall arise favoring or disfavoring any party to this Agreement by virtue of the authorship of any of the provisions of this Agreement. Any

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reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

19N. Interpretation. When a reference is made in this Agreement to a Section, such reference will be to a Section of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement will refer to this Agreement as a whole and not to any particular provision of this Agreement. All terms used herein with initial capital letters have the meanings ascribed to them herein and all terms defined in this Agreement will have such defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. All references in this Agreement and in the other Transaction Documents to the approval of the Board (or the board of directors (or any similar governing body)) or the determination of the Board (or the board of directors (or any similar governing body)) (or similar phrases) shall mean the approval or the determination by the majority of the members of the Board (or the board of directors (or any similar governing body)).

19O. Arbitration. Any dispute, controversy or other matters as to which the parties to this Agreement disagree arising out of, relating to or in connection with the provisions of this Agreement or the interpretation, breach or alleged breach hereof shall be settled and decided by arbitration conducted in accordance with the provisions of Section 8.16 of the Investment Agreement.

19P. Required FCC Approvals. Notwithstanding any provision of this Agreement to the contrary, if the prior consent of the FCC is required in connection with any action contemplated by this Agreement, such action shall not occur until the prior consent of the FCC is obtained (and any time periods set forth in this Agreement that would have expired but for the operation of this Section 19P shall be deemed extended to the extent reasonably necessary to comply with this Section 19P).

19Q. References to Class A Common Stock and Class B Common Stock. Notwithstanding anything in this Agreement to the contrary, all references in this Agreement to Class A Common Stock and to Class B Common Stock shall be deemed to refer to such securities and (i) any Specified Equity Securities issued or issuable directly or indirectly with respect to such securities by way of dividend or split or in connection with a combination of stock, recapitalization, merger, consolidation or other reorganization and (ii) any class of successor securities thereof, including as a result of any merger or consolidation and including securities of any Person that is the successor to the Company.

* * * * *

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IN WITNESS WHEREOF, the parties hereto have executed this Investor Rights Agreement on the day and year first above written.

COMPANY:
LIBERMAN BROADCASTING, INC.
By:	/s/ Lenard D. Liberman
Name:	Lenard D. Liberman
Title:	Executive Vice President, Chief Financial Officer and Secretary

JOSE LIBERMAN:

/s/ Jose Liberman

Jose Liberman, solely for purposes of Section 18

EXISTING STOCKHOLDERS:

/s/ Lenard D. Liberman

Lenard D. Liberman

LIBERMAN TRUST DATED 11/07/02
By:	/s/ Jose Liberman
Name:	Jose Liberman
Title:	Trustee

INVESTORS:
OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.
By:	OCM Principal Opportunities Fund III GP, LLC
Its:	General Partner
By:	Oaktree Capital Management, LLC
Its:	Managing Member
By:	/s/ B. James Ford
Name:	B. James Ford
Title:	Managing Director
By:	/s/ Osvaldo E. Pereira
Name:	Osvaldo E. Pereira
Title:	Vice President
OCM PRINCIPAL OPPORTUNITIES FUND IIIA, L.P.
By:	OCM Principal Opportunities Fund III GP, LLC
Its:	General Partner
By:	Oaktree Capital Management, LLC
Its:	Managing Member
By:	/s/ B. James Ford
Name:	B. James Ford
Title:	Managing Director
By:	/s/ Osvaldo E. Pereira
Name:	Osvaldo E. Pereira
Title:	Vice President

OCM PRINCIPAL OPPORTUNITIES FUND IV AIF (DELAWARE), L.P.
By:	OCM Principal Opportunities Fund IV GP, L.P.
Its:	General Partner
By:	OCM Principal Opportunities Fund IV GP LTD.
Its:	General Partner
By:	Oaktree Capital Management, LLC
Its:	Director
By:	/s/ B. James Ford
Name:	B. James Ford
Title:	Managing Director
By:	/s/ Osvaldo E. Pereira
Name:	Osvaldo E. Pereira
Title:	Vice President
OCM OPPS BROADCASTING, LLC
By:	Oaktree Capital Management, LLC
Its:	Manager
By:	/s/ Bruce Karsh
Name:	Bruce Karsh
Title:	President
By:	/s/ Kenneth Liang
Name:	Kenneth Liang
Title:	Managing Director

TINICUM CAPITAL PARTNERS II, L.P.
By:	/s/ Terence O’Toole
Name:	Terence O’Toole
Title:	Managing Member
TINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P.
By:	/s/ Terence O’Toole
Name:	Terence O’Toole
Title:	Managing Member

[End of Signature Page to the Investor Rights Agreement.]

EXHIBIT A

FORM OF JOINDER AGREEMENT

This Joinder Agreement is being delivered to Liberman Broadcasting, Inc., a Delaware corporation (the “Company”), pursuant to Section 8 of that certain Investors Rights Agreement, dated as of                     , 2007 (as amended from time to time, the “Investor Rights Agreement”), among the Company, OCM Principal Opportunities Fund III, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund IV AIF (Delaware), L.P., a Delaware limited partnership, OCM Opps Broadcasting, LLC, a Delaware limited liability company, Tinicum Capital Partners II, L.P., a Delaware limited partnership, Tinicum Capital Partners II Parallel Fund, L.P., a Delaware limited partnership, and certain other stockholders of the Company who are from time to time party thereto and, solely for purposes of Section 18, Jose Liberman. Capitalized terms used herein shall have the meanings assigned to such terms in the Investor Rights Agreement.

The undersigned hereby executes and delivers to the Company this Joinder Agreement, pursuant to which the undersigned hereby becomes a party to the Investor Rights Agreement and agrees to be bound by the provisions of the Investor Rights Agreement. In connection with the execution and delivery of this Joinder Agreement and effective thereupon, the undersigned hereby notifies the Company that [the undersigned has acquired from the Company / [name of Stockholder] has transferred to the undersigned]              [shares] of Specified Equity Securities [(composed of              shares of Class A Common Stock) / (composed of              shares of Class B Common Stock, which [remain shares of Class B Common Stock as the undersigned is a Class B Permitted Holder / shall automatically convert into shares of Class A Common Stock upon such transfer, on a one-to-one basis, including fractional shares]) / composed of              [shares of] [describe other category of Specified Equity Securities]].

The undersigned hereby represents and warrants to the Company and the Stockholders that this Joinder has been duly authorized, executed and delivered by the undersigned, and that it is enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity.

[The representations in the following three paragraphs must be included with respect to any Person other than Class B Permitted Holders signing this Joinder Agreement]

The undersigned hereby represents and warrants that the Specified Equity Securities to be acquired by it in connection with the execution of this Joinder Agreement have not been, and will not be, registered under the Securities Act or under any state securities Laws and are being offered and sold in reliance upon the federal and state exemptions for transactions not involving any public offering. The undersigned is acquiring the Specified Equity Securities for its own account for investment purposes, not as a nominee or agent, and not with a view to the distribution thereof. Other than pursuant to the Investor Rights Agreement, the undersigned does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such Person or to any third party, with respect to any Specified

A-1

Equity Securities. The undersigned is a sophisticated investor with knowledge and experience in business and financial matters and has received certain information concerning the Company and has had the opportunity to obtain additional information as desired in order to evaluate the merits and the risks inherent in holding the Specified Equity Securities. The undersigned is an Accredited Investor (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act) and is able to bear the economic risk and lack of liquidity inherent in holding the Specified Equity Securities. The undersigned [is/is not] intended to be a “venture capital operating company” for purposes of Department of Labor Regulation §2510.3-101 et seq.

No filings pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, will be required to be made by the undersigned in connection with the purchase of the Specified Equity Securities acquired in connection with the execution of this Joinder Agreement.

The percentage of Foreign Ownership of Equity Securities (whether measured based on equity and/or voting interests) as is comprised by Equity Securities to be held by the undersigned after giving effect to the acquisition of Equity Securities which requires the execution of this Joinder Agreement, does not exceed the maximum percentage of Foreign Ownership (whether measured based on equity and/or voting interests) as is allocated to such Equity Securities pursuant to Section 1B(ii)(a) of the Investor Rights Agreement, as determined in accordance therewith. To the extent that the undersigned will be an Attributable Stockholder as a result of the Transfer and/or issuance of Equity Securities to the undersigned, any “attributable interests” (as defined in 47 C.F.R. Section 73.3555 or any other FCC Regulations in effect as of the date hereof) held by the undersigned and/or any of its Affiliates in any radio or television broadcast station or daily newspaper (each an “Attributable Interest”) as of the date hereof are set forth in Exhibit 2 hereto and the undersigned further represents and warrants that neither it nor any of its Affiliates holds any Attributable Interest that, either individually or together with other Attributable Interests held by the undersigned and/or any of its Affiliates, would result in the Company or any of its Subsidiaries being in violation of the FCC’s media ownership rules on the date hereof and that neither the undersigned nor any of its Affiliates has entered into any binding agreement that would result in the undersigned or any of its Affiliates acquiring any Attributable Interest that, individually or together with other Attributable Interests held by the undersigned and/or any of its Affiliates, would result in the Company or any of its Subsidiaries being in violation of the FCC’s media ownership rules. The undersigned is qualified to hold the Equity Securities of the Company being acquired by the undersigned on the date hereof under the Communications Act and the rules, regulations and policies of the FCC and there are no facts that would, under existing law and the existing rules, regulations, policies and procedures of the FCC, disqualify the Company or any of its Subsidiaries as an owner and operator of the radio or television stations owned by them as of the date hereof as the result of the acquisition by the undersigned of the Equity Securities being acquired by the undersigned on the date hereof or upon the acquisition of any additional Equity Securities or other rights in the Company or any of its Subsidiaries that would result in the undersigned becoming an Attributable Stockholder.

[Insert Section 1A negative covenants and Section 2B information rights, if any, as permitted by Section 8B and Section 8C, respectively, and insert Section 19A amendment and waiver rights, if any.]

A-2

Any notice provided for in the Investor Rights Agreement should be delivered to the undersigned at the address set forth below:

Telephone:

Facsimile:

IN WITNESS WHEREOF, the undersigned has executed this Joinder Agreement on the      day of             ,         .

STOCKHOLDER:

[NAME OF STOCKHOLDER]

By:

Name:

Title:

A-3

EX-10.4

Exhibit 10.4

TERMINATION AND PAYOFF AGREEMENT

This Termination and Payoff Agreement (the “Agreement”), dated as of March 26, 2007, is made by and among Liberman Broadcasting, Inc., a Delaware corporation (the “Company”), LBI Holdings I, Inc., a California corporation (“Holdings I”) and the several purchasers named on the signature pages hereto (the “Purchasers”), and solely with respect to the Voting Agreement (as defined below), Lenard Liberman, and Jose Liberman, individually and as Trustee of the Liberman Trust dated 11/07/02.

WHEREAS, Holdings I and the Purchasers are party to that certain Securities Purchase Agreement dated March 20, 2001, as amended by the First Amendment to Securities Purchase Agreement, Warrant Agreement and Subordination and Intercreditor Agreements dated as of July 9, 2002 and as further amended by the Second Amendment to Securities Purchase Agreement, Warrant Agreement and Subordination and Intercreditor Agreement dated as of October 10, 2003 and as further amended by the Third Amendment to Securities Purchase Agreement and Subordination and Intercreditor Agreement dated as of May 8, 2006 (as so amended, the “Securities Purchase Agreement”);

WHEREAS, Holdings I has previously executed and delivered a Junior Subordinated Note to each Purchaser dated March 20, 2001, as amended by an Allonge to Note dated October 10, 2003 and as otherwise amended from time to time on or prior to the date hereof (as so amended, the “Notes”);

WHEREAS, Holdings I and the Purchasers are party to that certain Warrant Agreement dated March 20, 2001, as amended by the First Amendment to Securities Purchase Agreement, Warrant Agreement and Subordination and Intercreditor Agreements dated as of July 9, 2002, and as further amended by the Second Amendment to Securities Purchase Agreement, Warrant Agreement and Subordination and Intercreditor Agreement dated as of October 10, 2003, and as otherwise amended from time to time on or prior to the date hereof (as so amended, the “Warrant Agreement”);

WHEREAS, Holdings I has previously executed and delivered a Warrant Certificate to each Purchaser dated March 20, 2001, as amended by an Allonge to Warrant dated October 10, 2003 and as otherwise amended from time to time on or prior to the date hereof (as so amended, the “Warrants”);

WHEREAS, Holdings I, the Company and each Purchaser have entered into an Irrevocable Instruction and Agreement dated as of May     , 2004 (the “Instructions”), as amended by that certain Side Letter dated August      2004, that certain Side Letter dated December     , 2004, that certain Side Letter dated December 30, 2005, and that certain Side Letter dated December 31, 2006, each as amended from time to time on or prior to the date hereof (as so amended, collectively, the “Side Letters”);

WHEREAS, the Purchasers have previously executed and delivered to Holdings I and the Company certain documents which are being held in escrow pursuant to the terms of the Instructions and the Side Letters, including certain Consents to Assumption Agreement, a termination agreement (which in no way shall be construed to include this Agreement), Elections

1

to Purchase, Elections to Convert, Notes and Allonges to Notes, and Warrants and Allonges to Warrants (collectively, the “Escrowed Documents”);

WHEREAS, Holdings I, the Purchasers, Lenard Liberman, and Jose Liberman and the Liberman Trust dated November 7, 2002 are party to that certain Voting and Co-Sale Agreement dated March 20, 2001, as amended from time to time on or prior to the date hereof (as so amended, the “Voting Agreement”; collectively with the Securities Purchase Agreement, the Notes, the Warrant Agreement, the Warrants, the Instructions, the Side Letters and the Escrowed Documents, the “Alta Agreements”);

WHEREAS, in connection with the merger of Holdings I with and into the Company, with the Company surviving such merger (the “Merger”) which shall be consummated in accordance with that certain Agreement and Plan of Merger (the “Merger Agreement”), the Company will assume all the obligations of Holdings I under the Alta Agreements pursuant to the Merger and pursuant to that certain Assumption Agreement (the “Assumption Agreement”);

WHEREAS, Holdings I, the Purchasers and Credit Suisse, Cayman Islands Branch (as successor to Fleet National Bank), as administrative agent (the “Senior Agent”) for the lenders under certain senior credit agreements, have entered into that certain Subordination and Intercreditor Agreement, dated March 20, 2001, as amended from time to time on or prior to the date hereof (as so amended, the “Subordination Agreement”);

WHEREAS, the Purchasers and the Senior Agent have entered into that certain Investor Subordination Agreement, dated March 20, 2001, as amended from time to time on or prior to the date hereof (as so amended, the “Investor Subordination Agreement”, and together with the Subordination Agreement, the “Alta Subordination Agreements”);

WHEREAS, each Purchaser has irrevocably agreed to the payment in full of all obligations of Holdings I and the Company under the Notes, the Warrants and each of the other Alta Agreements and the redemption of all of its Notes and the repurchase of all of its Warrants on the terms and conditions set forth herein concurrently with the Merger and the closing of the Private Equity Investment (as defined below);

WHEREAS, subject to Sections 1 and 4 hereof, the Company, the Purchasers and the other parties to the Alta Agreements desire to terminate each Alta Agreement immediately upon the closing of the investments contemplated by that certain Investment Agreement among the Company, OCM Principal Opportunities Fund III, L.P., OCM Principal Opportunities Fund IIIA, L.P., OCM Principal Opportunities Fund IV (AIF) Delaware, L.P., OCM Opps Broadcasting, LLC, Tinicum Capital Partners II, L.P., Tinicum Capital Partners II Parallel Fund, L.P., and each of the stockholders of the Company listed on the signature pages thereto (the “Private Equity Investment”); and

WHEREAS, Holdings I, LBI Media, Inc., and the Purchasers desire to terminate each Alta Subordination Agreement to which it is a party upon or 91 days following the payment of the Payoff Amount (as defined below), as the case may be, to the Purchasers, as set forth in Section 3 hereof.

In consideration of the foregoing recitals, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

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1. Termination of Alta Agreements. Effective upon the payment to each Purchaser, via wire transfer to each Purchaser’s account designated on Schedule A attached hereto, of (i) an amount equal to the outstanding principal under their respective Note plus the accrued and unpaid interest as of March 30, 2007 plus per diem interest of $12,408.75 accruing thereafter to the date of payment (i.e. the date on which the Company has sent outgoing wires) plus estimated legal fees under the Alta Agreements, all as set forth in more detail on Schedule A attached hereto and made a part hereof, plus (ii) an amount equal to the applicable warrant payoff amount set forth in Schedule A attached hereto, provided that if the date of payment occurs after March 30, 2007, the applicable warrant payoff amount shall be adjusted to reflect the debt amounts as of the date of payment, except with respect to the cash and revolver amounts which shall be calculated as of the Friday prior to the date of payment, and such applicable warrant payoff amount shall represent the amount pursuant to which the Company is repurchasing all of the Warrants of the applicable Purchaser in full (the sum of (i) and (ii) being collectively the “Payoff Amount”), and subject to Section 4 below, each Alta Agreement will be terminated and be of no further force and effect and each Purchaser will from time to time execute such documents and instruments, and take such other actions, in each case as the Company shall reasonably request, to evidence such termination and the satisfaction of the obligations of the Company and Holdings I under the Alta Agreements. The payment of the Payoff Amount to the Purchasers shall represent (i) the payment in full of all obligations of Holdings I and the Company under the Notes, the Warrants and each of the other Alta Agreements and (ii) the redemption of all of the Notes and the repurchase of all of the Warrants. The payment of the Payoff Amount shall occur promptly after (and in no event shall the Company have sent outgoing wires representing the Payoff Amount to the Purchasers later than on the same day as) the consummation of the Merger and the Private Equity Investment. Notwithstanding anything to the contrary set forth herein, neither Holdings I nor the Company nor any of their respective subsidiaries shall be required to consummate the Private Equity Investment, the Merger, the Entity Conversion or, unless the Private Equity Investment has been consummated, the payment of the Payoff Amount. If the Private Equity Investment shall not have occurred by April 15, 2007, (i) this sentence, Section 5, Section 8 (other than clause (ii) thereof and the last sentence of Section 8), Section 9, Section 11 and Section 12 shall continue in full force and effect, and (ii) the remaining provisions of this Agreement shall terminate automatically without any action on the part of any of the parties hereto.

2. Return of Escrowed Documents. Upon the effectiveness of the termination of the Alta Agreements (including the Escrowed Documents) as set forth in Section 1 above, the signature pages to each of the Escrowed Documents shall be returned to the party executing the document, or cancelled, as requested by such party. Each party shall be presumed to have requested its signature pages cancelled rather than returned unless prior to the date of this Agreement, such party shall have notified the Company or Holdings I otherwise in writing. Returning documents to Alta or its counsel shall be presumed to be the same as returning documents to any Purchasers.

3. Termination of the Alta Subordination Agreements. The Subordination Agreement shall terminate on the 91^st day after the receipt by the Purchasers of the Payoff Amount, so long as no Reorganization (as defined in the Subordination Agreement) proceeding has been initiated prior to such 91^st day, without any further action by any Person (it being understood that the Merger and the Entity Conversion (as defined below) shall not, in any event,

3

be deemed to be Reorganization proceedings). The Investor Subordination Agreement shall terminate upon the receipt by the Purchasers of the Payoff Amount without any further action by any Person. Each party hereto hereby acknowledges that, unless this Section is terminated as described in the last sentence of Section 1, each of the Senior Agent and the lenders party to the senior credit agreements referred to in the ninth WHEREAS clause above, may rely on the provisions of this Section 3 as an intended third-party beneficiary thereof as if it were a party to this Agreement solely for purposes of this Section 3.

4. Survival. Notwithstanding anything to the contrary herein, (i) the representations and warranties set forth in Article IV of the Securities Purchase Agreement, (ii) Articles XVII and XIX of the Securities Purchase Agreement; provided, however, clause (a) in the second paragraph of Article XVII shall not be applicable on and after the date hereof, and (iii) the representations and warranties by the Purchasers in the Warrant Agreement, in each case together with related definitions, shall survive the termination of such agreements.

5. Representation By All Parties. In order to induce each of the other parties hereto to enter into this Agreement, each party hereto represents and warrants to each of the other parties hereto that the following statements are true, correct and complete:

(a) Corporate Power and Authority. Such party has all requisite corporate or partnership power and authority to enter into this Agreement and to carry out the transactions contemplated by, and perform its obligations under, this Agreement.

(b) Authorization of Agreements. The execution and delivery of this Agreement and the performance of this Agreement have been duly authorized by all necessary corporate or partnership action on the part of such party.

(c) No Conflict. The execution and delivery by such party of this Agreement and the performance by such party of this Agreement do not and will not (i) violate any provision of any law or any governmental rule or regulation applicable to such party, the articles and bylaws or the partnership agreement or any other organizational documents of such party, or any order, judgment or decree of any court or other agency of the government of the United States binding on such party, (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of such party, or (iii) require any approval of stockholders or any approval or consent of any person or entity under any contractual obligation of such party, except where applicable approvals or consents have been obtained.

(d) Governmental Consents. The execution and delivery by such party of this Agreement and the performance by such party of this Agreement do not and will not require any registration with, consent or approval of, or notice to, or other action to, with or by, any U.S. federal, state, provincial or other governmental authority or regulatory body.

(e) Binding Obligation. This Agreement has been duly executed and delivered by such party and this Agreement is the legally valid and binding obligations of such party enforceable against such party in accordance with its terms, except as may be limited by

4

bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability.

6. Representation By the Purchasers. In order to induce each of the other parties hereto to enter into this Agreement, each Purchaser hereto represents and warrants to each of the other parties hereto that each Purchaser is the original Purchaser under the Securities Purchase Agreement and each Purchaser is a lender actively and regularly engaged in the business of making loans.

7. Confirmation of Tax Allocation. The Company hereby ratifies and confirms that this Agreement shall not amend or otherwise alter the allocation of issue price of $29,500,000 to the Notes and $500,000 to the Warrants as set forth in the original Securities Purchase Agreement dated March 20, 2001.

8. Acknowledgement. The Purchasers hereby acknowledge and agree that (i) whether or not the Private Equity Investment closes and/or the payment of the Payoff Amount occurs, the Company and its Subsidiaries are permitted to enter into the documents relating to, and are permitted to consummate under the Alta Agreements, (A) the conversion of LBI Media, Inc.’s Subsidiaries listed in Part I of Schedule B hereto from California corporations to California limited liability companies and (B) the merger of LBI Media, Inc.’s Subsidiaries listed in Part II of Schedule B hereto with newly-formed Delaware limited liability companies that are the surviving companies in such mergers and that are wholly-owned direct or indirect Subsidiaries of LBI Media, Inc., (such transactions, collectively, the “Entity Conversion”) and (ii) in connection with the Private Equity Investment but subject to the obligations of the Company to pay the Payoff Amount as set forth in Section 1 hereof, the Company and its Subsidiaries are permitted to enter into the documents relating to, and are permitted to consummate, the Private Equity Investment and the Merger under the Alta Agreements. Subject to the obligation of the Company to pay the Payoff Amount as set forth in Section 1 hereof, the Purchasers will not exercise their Warrants.

9. Amendment to Securities Purchase Agreement. Holdings I, the Company and each Purchaser hereby agree that as of the date hereof, the Securities Purchase Agreement shall be amended by replacing the reference to the phrase “(the ‘Company’)” appearing in the first paragraph of the Securities Purchase Agreement with the phrase “(together with its successors, the ‘Company’)”.

10. Consent and Waiver. Subject to the obligations of the Company to pay the Payoff Amount as set forth in Section 1 hereof, each of the Purchasers hereby (i) irrevocably consents to the Merger, (ii) irrevocably consents to the assignment to, and assumption by the Company of the Alta Agreements and the Subordination Agreement and the rights, liabilities and obligations arising thereunder as set forth in the Assumption Agreement, and (iii) waives any breach or event of default arising under the Alta Agreements or the Alta Subordination Agreements as a result of the transactions contemplated by the Merger Agreement or the Assumption Agreement.

11. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Signatures sent by facsimile or pdf file shall constitute originals.

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12. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware.

[Remainder of this page intentionally left blank.]

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IN WITNESS WHEREOF, this Agreement is made and entered into as of the date first above written.

LIBERMAN BROADCASTING, INC.,
a Delaware corporation
By:	/s/ Lenard Liberman
Name:	Lenard Liberman
Title:	Executive Vice President
LBI HOLDINGS I, INC., a California corporation
By:	/s/ Lenard Liberman
Name:	Lenard Liberman
Title:	Executive Vice President

S-1 (Termination Agreement)

PURCHASERS:
ALTA COMMUNICATIONS VIII, L.P.
By:	Alta Communications VIII Managers, LLC, its General Partner
By:	/s/ Eileen McCarthy Member
Name:	Eileen McCarthy, Member
Title:
ALTA-COMM VIII S BY S, LLC
By:	/s/ Eileen McCarthy Member
Name:	Eileen McCarthy, Member
Title:
ALTA COMMUNICATIONS VIII-B, L.P.
By:	Alta Communications VIII Managers, LLC, its General Partner
By:	/s/ Eileen McCarthy Member
Name:	Eileen McCarthy, Member
Title:
ALTA VIII ASSOCIATES, LLC
By:	Alta Communications, Inc.
By:	/s/ Eileen McCarthy Member
Name:	Eileen McCarthy, Member
Title:
CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM
By:	/s/ Christopher J. Allman
Name:	Christopher J. Allman
Title:	Chief Investment Officer

S-2 (Termination Agreement)

BANCBOSTON INVESTMENTS INC.
By:	/s/ Matthew G. Frazier
Name:	Matthew G. Frazier
Title:	Vice President
UNIONBANCALEQUITIES, INC.
By:	/s/ J. Kevin Sampson
Name:	J. Kevin Sampson
Title:	Senior Vice President

S-3 (Termination Agreement)

SOLELY WITH RESPECT TO THE VOTING
AGREEMENT:

/s/ Lenard D. Liberman

LENARD D. LIBERMAN

/s/ Jose Liberman

Jose Liberman, individually and as Trustee of the

Liberman Trust dated 11/07/02

S-4 (Termination Agreement)

EX-10.5

Exhibit 10.5

PORTIONS DENOTED WITH [****] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of December, 2002, by and between LBI Holdings I, Inc., a California corporation (the “Company”), and Winter Horton (the “Employee”).

WHEREAS, this Agreement shall govern the employment relationship between the parties from and after the date stated above and supersedes and negates all previous agreements made between the parties, whether written or oral, relating to the Employee’s employment with the Company and its wholly-owned subsidiary corporations.

NOW, THEREFORE, in consideration of the foregoing, and the mutual promises and covenants contained below, the parties agree as follows:

1. EMPLOYMENT

1.1 Position. The Company hereby engages the Employee on an exclusive basis to render personal services as a corporate vice-president of the Company. The Employee shall perform such duties and have such responsibilities as assigned from time to time by the Company. Without limiting the Company’s discretion concerning the assignment of future duties to the Employee, it is presently expected that a majority of the Employee’s duties will be performed in Texas and will be related to the Company’s operations in Texas. The Employee hereby accepts such employment and agrees to devote his full employment energies, interest, abilities and time to the performance of his duties hereunder. The Employee shall promptly and faithfully comply with all the rules and regulations of applicable governmental regulatory agencies and with the instructions, directions, requests, rules and regulations of the Company in connection with the performance of his duties.

1.2 Company Representations And Warranties. The Company represents and warrants to the Employee that this Agreement has been duly and validly authorized and executed by and on behalf of the Company in accordance with its Articles of Incorporation and By-Laws and that this Agreement constitutes the lawful and valid obligation of the Company enforceable against the Company in accordance with its terms.

1.3 Term. The initial term of employment under this Agreement shall be for a period commencing on the date stated above and shall continue, subject to the provisions of this Agreement, until December 31, 2009, inclusive.

1.4 Employee’s Willingness to Relocate. Employee hereby agrees that as a condition of his employment, Employee shall, upon the request of the Company, relocate as directed by the Company. Employee agrees to continue the performance of his duties as outlined in this Agreement in the new location designated by the Company.

PORTIONS DENOTED WITH [****] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

2. COMPENSATION

2.1 Salary. During the term of this Agreement, the Company shall pay to the Employee a salary at the rate of $275,000 per year (less taxes and required withholdings), increased periodically as set forth in this Section 2.1. The Employee’s salary shall be paid in accordance with the Company’s normal payroll practice. On May 1, 2003 and on each May 1 thereafter during the term of this Agreement, the Company shall increase the Employee’s salary by five percent (5%) of the salary in effect immediately before such increase.

2.2 Discretionary Bonuses. Employee may receive bonuses based on Employee’s performance of his duties and responsibilities, as determined by the Company in its sole discretion. Whether a bonus is awarded to Employee under this Section 2.2, the amount of such bonus, and the timing of such bonus, shall be determined by the Company in its sole discretion.

2.3 Incentive Plan. The Employee shall, if the conditions set forth in this section are satisfied, earn up to [****] percent ([****]%) of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds $[****] ($[****] is referred to herein a the “Threshold Amount”) (the “Incentive Plan”). The “Net Value” of the Company shall be determined as set forth in Section 2.3.3(a) below. The Net Value of the Company shall be determined as of December 31, 2009 or, in the event a Change in Control occurs, as of the date on which the Change in Control occurs. Such determination shall be made as soon as feasible following December 31, 2009 or following the occurrence of the Change in Control, as applicable, under the method described in Section 2.3.3(a) below. [****] percent ([****]%) of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds the Threshold Amount shall be the maximum possible payment under the Incentive Plan (the “Maximum Possible Payment”) if the Employee becomes fully vested in all of the components of the Incentive Plan. Notwithstanding anything to the contrary herein, if, as a result of a sale, other offering of equity by the Company (including an offering through an employee plan or agreement, such as, for example, an agreement providing for payments to another employee similar to the Incentive Plan), or other similar transaction, which dilutes the ownership in the Company by Jose Liberman and Lenard Liberman and their spouses, lineal descendants or heirs and devisees and any trusts or entities controlled by any of the foregoing (collectively, the “Liberman Family”), the Maximum Possible Payment shall be the amount equal to the product of (x), (y) and (z), where (x) is a fraction, the numerator of which is the percentage of the Company owned by the Liberman Family as of the applicable date of determination, and the denominator of which is one, (y) is [****]% and (z) is the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds the Threshold Amount.

2.3.1 Vesting.

(a) Time Vesting Portion. That portion of the Maximum Possible Payment which represents [****] percent ([****]%) of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds the Threshold Amount, shall become vested as

2

PORTIONS DENOTED WITH [****] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

described below (the “Time Vesting Portion.”). An installment of the Time Vesting Portion representing one-seventh (1/7) of the Time Vesting Portion (i.e., one-seventh (1/7) of [****] percent ([****]%), or approximately [****] percent ([****]%), of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds the Threshold Amount) will become vested on December 31, 2003 (assuming Employee’s continued employment by the Company through such date). The remaining six installments of the Time Vesting Portion will become vested on each December 31, from December 31, 2004 through December 31, 2009 (assuming Employee’s continued employment by the Company on each such December 31). The installment of the Time Vesting Portion which becomes vested on each such December 31 specified above (assuming Employee’s continued employment by the Company) shall be one-seventh (1/7) of the Time Vesting Portion (i.e., one-seventh (1/7) of [****] percent ([****]%), or approximately [****] percent ([****]%), of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds the Threshold Amount).

(b) Performance Vesting Portion. That portion of the Maximum Possible Payment which represents [****] percent ([****]%), of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds the Threshold Amount, shall become vested as described below (the “Performance Vesting Portion.”). Each year an installment of one-seventh (1/7) of the Performance Vesting Portion (i.e., one-seventh (1/7) of [****] percent ([****]%), or approximately [****] percent ([****]%), of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds the Threshold Amount) shall become vested if the Company determines in its sole discretion that certain annual performance goals established by the Company are met. Only if the Company determines in its sole discretion that all of these performance goals are satisfied in a given year will that year’s installment of the Performance Vesting Portion become vested. The Company shall have the sole discretion to establish these performance goals. Such performance goals, as established by the Company, may include objective and/or subjective measures of Employee’s personal performance of his duties as well as objective and/or subjective measures of Company-wide performance goals including, but not limited to, budgetary matters, revenues, and cash flows. The Company agrees to notify Employee following the end of each year whether all of the performance goals were satisfied for such year.

2.3.2 Change in Control. Notwithstanding anything to the contrary herein, if at any time the Company experiences a Change in Control (as defined below) while the Employee is still employed with the Company, the Employee immediately will become vested in the next installment of the Time Vesting Portion. For purposes of this Agreement, “Change in Control” shall mean: (i) any acquisition of the Company by merger or consolidation in which more than fifty percent (50%) of the Company’s

3

PORTIONS DENOTED WITH [****] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

outstanding voting securities are transferred to the acquiring entity (other than an entity owned or controlled by the Company or the Liberman Family), (ii) a sale of eighty percent (80%) or more of the assets of the Company (other than to the Liberman Family or an entity they own or control), (iii) the direct sale by the Liberman Family of securities representing more than fifty percent (50%) of the Company’s outstanding voting securities, (iv) the issuance by the Company of equity to new investors representing more than fifty percent (50%) of the voting power of the Company immediately after such issuance, other than through a public offering, or (v) the issuance by the Company of equity through a public offering representing more than thirty-three percent (33%) of the voting power of the Company immediately after such issuance. For purposes of this agreement, an “installment” of the Time Vesting Portion is the increment of the Time Vesting Portion which may become vested on each December 31, from December 31, 2003 through December 31, 2009, as set forth in Section 2.3.1(a).

2.3.3 Determination of Net Value.

(a) Initial Determination. In the event of a Change in Control, the Net Value of the Company shall be determined at the time of such event, unless the Employee and the Company agree otherwise in writing. In the event there is no Change in Control which results in a determination of Net Value of the Company prior to December 31, 2009, the Net Value shall be determined as of December 31, 2009. Such Net Value shall be determined by a nationally-recognized independent appraiser selected by the Company, who shall apply generally accepted appraisal principles, and who shall be instructed to make his appraisal primarily based on the actual sales of similar assets in similar markets as that of the Company at the time of the appraisal; provided that if all or any portion of the Company (including its subsidiaries) has been sold to a third party in a bona-fide sale prior to the appraisal, the appraiser shall be instructed to use the actual sales price in valuing the portion sold. Except for any portion of the Company which was sold, it is intended that the appraisal be primarily based upon the Company’s cash flow as a going concern. All existing liabilities and debt of the Company under generally accepted accounting principles and all of its holding companies and their respective subsidiaries (to the extent such holding companies and subsidiaries are included in the determination of Net Value of the Company), including without limitation, debt to the ultimate shareholders, shall be deducted from the gross appraised value in determining the Company’s Net Value.

For purposes of determining the Net Value of the Company, the following provisions shall govern:

(i) The Net Value of the Company shall be determined on a consolidated basis and shall include the Company and each holding company, subsidiary and affiliated company of the Company which is established by the Liberman Family as an entity owning or operating radio or television stations. The assets and liabilities of any such holding company, subsidiary and affiliated company which is not part of such consolidated group of companies on the date as of which Net Value is

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determined shall be excluded from the calculation of Net Value, except as provided in subsection (ii) below.

(ii) Each appraiser shall add back to the Net Value of the Company the then current fair market value of any assets sold, transferred or distributed by the Company (or any other entity required to be consolidated with the Company for purposes of determining the Net Value of the Company) after the effective date of this Agreement and prior to the date as of which Net Value is determined, to the extent the cash proceeds of such sales, transfers or distributions are distributed to members of the Liberman Family without providing adequate consideration. However, (i) any other cash accumulations from other sources distributed to the Liberman Family in compliance with any loan agreement which the Company (including any of its subsidiaries) may have in place or enter into with one or more financial institutions and (ii) any forgiveness of loans by Company (including any of its subsidiaries) of any of its loans to the Liberman Family shall not be added back in the determination of the Net Value of Company.

(b) Resolution of Dispute Regarding Net Value. If the Employee challenges the determination of the Net Value of the Company by the appraiser, then the Employee, at his expense, may hire a second nationally-recognized appraiser. The appraiser hired by the Employee shall make his determination of the Net Value of the Company according to the procedure and based upon the information which was the basis of the first appraisal set forth in subsection (a), above. If the second appraiser opines that the Net Value of the Company is equal to an amount within five percent of the Net Value determined by the first appraiser, then the average of the two amounts will be used as the Net Value and become final. If the Net Value determined by the second appraiser differs by more than five percent from the Net Value determined by the original appraisal, then the two appraisers shall agree upon a third appraiser. The fees and expenses of the third appraiser shall be paid by the Company. If the third appraiser determines that the Net Value of the Company equals an amount that falls between the amount determined by the first and second appraiser, then the Net Value of the Company shall be the average of the three appraisals. If the value determined by the third appraiser does not fall within the values determined by the first and second appraiser, then the value determined by the first or second appraiser which is closest to the value determined by the third appraiser shall become the final Net Value of the Company. The second and third appraisers shall be required to execute a confidentiality agreement pursuant to which such appraiser shall not disclose to the Employee (except to the extent necessary to substantiate the appraisal), or any other person not designated by the Company to receive confidential information, any confidential information of the Company used in preparing an appraisal. The designation of confidential information for the purposes of this section shall be in the sole discretion of the Board of Directors of the Company, and no confidential information of the Company shall be disclosed to Employee unless (i) Employee executes a confidentiality

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agreement with the Company and (ii) if the Employee is not currently employed by the Company, the Board of Directors of the Company determines that Employee is not rendering services to any business enterprise competitive with the Company’s business operations.

2.3.4 Payment. In the event that the Employee is eligible to receive any portion of the Maximum Possible Payment, the Company shall pay to the Employee, within 30 days after the date of the event which triggers the determination of Net Value of the Company, an amount equal to the product of the Maximum Possible Payment times the aggregate portion vested (the “Payment Amount”). (As an example for illustrative purposes only, if the Employee were to become fully vested in the Time Vesting Portion but did not become vested in any part of the Performance Vesting Portion, the Company would pay to the Employee [****]% of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeded the Threshold Amount.) The Payment Amount shall be, subject to the provisions hereof, made in cash. In the event that the stock of the Company is then capable of being immediately traded on the New York Stock Exchange, the National Association of Securities Dealers Automated Quotation System (NASDAQ) or any other recognized national stock exchange, at the option of the Employee, the payment may be made in the form of cash, or Common Stock of the Company, or a combination thereof. If any portion of the Payment Amount is to be made in stock, the value of each share of stock shall be equal to the closing market price on the day before the issuance. In the event that a cash payment of the full Payment Amount would violate the terms of any loan agreement in effect at the time between the Company (including any of its subsidiaries) and any financial institution, then the following provisions shall be in effect:

(i) The Company shall use reasonable commercial efforts to obtain a waiver from such financial institution to effect the full payment of the Payment Amount in cash.

(ii) If such waiver cannot be obtained, then the Company shall make the Payment Amount in cash to the fullest extent allowable under the existing loan agreement.

(iii) Any remaining balance of the Payment Amount shall be evidenced by the Company’s promissory note payable to the Employee. The note shall bear interest, compounded semi-annually, at 100% of the applicable federal rate. Principal, together with accrued and unpaid interest, shall become payable under the note in five (5) successive equal annual installments, beginning one year after the execution date of the note; provided, however, that if the payment of any such installment (or receiving amounts necessary to make such payment from Company’s subsidiaries) would violate the terms of any loan agreement in effect at the time between the Company (including any of its subsidiaries) and any financial institutions, then the payment of such installment shall be deferred until such time as when the payment of such installment (or receiving amounts necessary to make such payment from Company’s subsidiaries) would no longer violate the terms of any such loan agreement.

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The provisions of this subsection govern all payments under the Incentive Plan, regardless of the event which triggers the right to payment (including but not limited to any of the events in Section 3 hereof which may trigger a right to payment).

2.3.5 Covenant to Submit to Shareholder Vote. Immediately upon execution of this Agreement, the Company shall submit this Agreement, including the Incentive Plan under which Employee may become entitled to payments hereunder, to its current shareholders for approval in accordance with the applicable disclosure and shareholder approval requirements of Internal Revenue Code Section 280G and the Treasury Regulations thereunder. Unless this Agreement is approved by those shareholders who currently own more than seventy-five percent (75%) of the total voting power of the Company’s outstanding securities, this Agreement shall become null and void. Such shareholder action shall be completed, and the results thereof communicated to Employee, in writing, within ten days of the execution of this Agreement. In the event this Agreement, including the Incentive Plan, is not approved, Employee shall have the right, at Employee’s sole option and discretion, to (a) treat all provisions of this Agreement, with the exception of Section 2.3 as remaining effective, valid, and enforceable, (b) treat this Agreement as null and void as of the date of such negative action by the shareholders, or (c) enter into further negotiations with Company regarding the terms of Employee’s compensation and employment, treating this Agreement as Company’s last formal offer, minus the provisions of Section 2.3.

2.4 Insurance. During the term of this Agreement, the Company shall pay all necessary premiums for the Employee and his legal dependents to participate in any medical insurance plan and dental insurance plan that may then be available to the employees of the Company. The Company reserves the right to change the insurance carrier and the level and amount of insurance benefits available to the employees of the Company. The Company reserves the right to terminate said benefits of the Employee at any time the Company terminates said or similar benefits of the Company’s executive employees. Subject to the following provisions of this Section 2.4, the Company shall provide a term life insurance policy covering the life of the Employee. The Company shall use reasonable commercial efforts to obtain a term life policy, at standard rates, providing a death benefit of one million dollars ($1,000,000) effective as soon as feasible following the date this Agreement is executed. The policy shall be kept in force during the term of this Agreement. Any death benefits under such policy shall be paid to the beneficiary designated by the Employee.

2.5 Expenses. The Company shall reimburse the Employee for the reasonable expenses incurred in the performance of the Employee’s duties as an executive of the Company. Such expenses include reasonable business entertainment expenses and mobile telephone expenses.

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2.6 Other Benefits. The Employee shall be entitled during the term of this Agreement, including any extension of the term, to participate in the Company’s benefit plans or policies applicable generally to senior executive employees of the Company.

2.7 Vacation. The Employee shall be entitled to take up to three weeks (fifteen working days) of paid vacation each year. Vacation shall not ever accrue in a greater amount than three weeks (fifteen working days) at any time during the term of this Agreement.

2.8 Automobile. The Company shall make lease payments of up to $1,000 per month and shall pay for the insurance on an automobile selected by Employee for Employee’s use.

3. TERMINATION.

3.1 Disability. If the Employee becomes disabled due to sickness or accident during the term of this Agreement or any renewal thereof and is no longer able to perform the essential functions of the job with reasonable accommodation, and such disability continues for more than twelve consecutive weeks, the Company, in its sole discretion, may either suspend the Employee’s obligation to render services hereunder and the Company’s obligation to pay the Employee under the terms of this Agreement during the continuation of such disability, or terminate this Agreement upon 21 days notice. Unless otherwise agreed to in writing between the Company and the Employee, the Employee is responsible for obtaining and maintaining any insurance coverage for disability.

3.2 Death. In the event of the Employee’s death during the term of this Agreement or any renewal thereof, this Agreement shall terminate and the Company shall have no further obligation to the Employee’s surviving spouse, estate or legal representatives, except amounts due as salary, and/or amounts vested under the Incentive Plan at the time of such termination.

3.3 Termination For Cause By Company. The Company may terminate this Agreement and the employment relationship at any time for Cause as hereinafter defined. “Cause” shall be determined by the Board of Directors of the Company and shall mean the following: (i) consistent failure of the Employee to perform the Employee’s duties pursuant to this Agreement after having been warned at least once in writing by the Board of Directors of the Company; (ii) personal dishonesty involving Company business, or breach of fiduciary duty to the Company involving personal profit; (iii) commission of a felony which has or, in the reasonable business judgment of the Board of Directors of the Company, may have a material, adverse affect on the Company’s business or reputation; (iv) an intentional breach by the Employee of any material provision of this Agreement which is either not reasonably curable or, if reasonably curable, is not cured within ten days notice from the Company; or (v) any breach by Employee of the requirements of Section 4.

3.4 Termination Without Cause. The Company may terminate this Agreement and the employment relationship at any time without cause.

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3.5 Effect of Termination.

(a) Disability, Death or Cause. Upon any termination of employment before December 31, 2009 under Sections 3.1, 3.2 or 3.3, the Company shall not be obligated to make any further payments to the Employee hereunder, except amounts due as salary or bonus for services rendered through the date of termination and/or amounts vested under the Incentive Plan at the time of such termination.

(b) Termination Without Cause; Resignation Occasioned by Breach. Upon any termination of employment before December 31, 2009 by the Company under Section 3.4, or upon any termination of employment before December 31, 2009 by the Employee which was occasioned by the Company’s material breach of this Agreement or unlawful conduct, the Company shall not be obligated to make any further payments to the Employee hereunder, except (i) amounts due as salary or bonus for services rendered through the date of termination, (ii) amounts previously vested under the Incentive Plan at the time of such termination, (iii) if such termination occurs on or after March 31, 2004, the Employee shall become immediately vested in the next installment of the Time Vesting Portion of the Incentive Plan which had not been completed at the time of termination of employment, and (iv) the Employee shall be entitled to severance payments of the Employee’s base salary for one hundred eighty (180) days from the date of termination.

(c) Survival. Notwithstanding the foregoing, the rights and obligations of the parties under Sections 3.7, 4.1, 5.1, 5.2, 6.1 and 7.1 shall survive the termination of this Agreement.

3.6 Force Majeure. In the event that, due to labor disputes, government regulations, or because of the failure of broadcasting facilities due to war or other calamity, or because of other conditions beyond the Company’s control (collectively, “Force Majeure”), the Company reasonably determines it is unable to utilize the Employee’s services, the Company shall have the right upon 24 hours prior notice to the Employee to suspend the Employee’s services for the duration of such Force Majeure, or for any part thereof, and no compensation will be paid or accrue to the Employee during any such period of suspension; provided that such suspension shall end as soon as such Force Majeure terminates. Notwithstanding the foregoing, during any Force Majure time in excess of 60 calendar days, the Employee shall have the right to terminate his employment hereunder without cause.

3.7 Injunction. The Employee acknowledges that the services the Employee is to render to the Company are of a special, peculiar and extraordinary character that gives them a unique value, the loss of which cannot be reasonably or adequately compensated for in damages in a legal action, and that the Employee, by virtue of his position with the Company, will have access to confidential, trade secret information of the Company. The Employee further expressly acknowledges and agrees that the Company will or would suffer irreparable injury if the Employee were to fail to perform services required under this Agreement and that the Company would by reason of that injury be entitled to injunctive relief in a court of appropriate jurisdiction prohibiting him from performing

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services for any entity operating a Spanish language television or radio station within a 150 mile radius of Los Angeles, California, a 150 mile radius of San Diego, California, or a 150 mile radius of Houston, Texas, in addition to any other rights or remedies which may be available to the Company; provided, however, that, notwithstanding anything else contained in this Agreement, the Employee shall not be liable for monetary damages to the Company for failure to perform services required under this Agreement, unless the Employee furnishes services for any entity operating a Spanish language television or radio station (not affiliated with the Company) within a 150 mile radius of Los Angeles, California, a 150 mile radius of San Diego, California, or a 150 mile radius of Houston, Texas, from the date of commencement of this Agreement through December 31, 2009; further provided that the foregoing clause relates only to damages incurred as a result of Employee’s failure to perform services under this Agreement, and shall not preclude the Company from any remedy (including monetary damages) to which it may be entitled for any other breach of this Agreement (including but not limited to Sections 4 and 5). The Employee further consents and stipulates to the entry of the injunctive relief referred to in this section.

4. RIGHTS TO COMPANY MATERIALS, CONFIDENTIALITY.

4.1 Confidential Information. The Employee agrees that all lists, materials, books, files, reports, correspondence, records, communications and other documents and information provided by, prepared by, or made available by the Company (including its subsidiaries) to the Employee or prepared by the Employee with materials of Company (including its subsidiaries) in connection with the provision by the Employee of services hereunder (“Company Materials”) shall be and shall remain the property of the Company. Upon the termination of employment or the expiration of this Agreement, all Company Materials shall be returned immediately to the Company, and the Employee shall not make or retain any copies thereof. All Company Materials and confidential information relating to the Company (including its subsidiaries) or its operations shall remain the property of the Company and shall not be disclosed by the Employee to any other party, except as is required in the course of Employee carrying out his employment duties hereunder, and except to the extent such information is publicly available to third parties (other than as a result of the disclosure of such information by Employee to any third party). In consideration for employment with the Company and in exchange for the consideration provided for by this Agreement, the Employee specifically agrees that after termination of the Employee’s employment with the Company for any reason, the Employee shall not, without the prior written consent of the Company, or as may otherwise be required by law or legal process, use or communicate or divulge any Company Materials or confidential information, knowledge or data of the Company to anyone other than the Company and those specifically designated by it, except to the extent such information is publicly available to third parties (other than as a result of the disclosure of such information by the Employee to any third party).

5. SOLICITING EMPLOYEES.

5.1 Non-Solicitation of Employees. The Employee promises and agrees that the Employee will not, during the term of this Agreement, or for a period of 12 months thereafter,

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directly or indirectly solicit any employees of the Company (including its subsidiaries) having an annual rate of income from the Company of $30,000 or more, to work for any business, individual, partnership, firm, corporation, or other entity then in competition with the business of the Company or any subsidiary or affiliate of the Company, including, but not limited to, any entity operating a Spanish language television or radio station (not affiliated with the Company) within a 150 mile radius of Los Angeles, California, a 150 mile radius of San Diego, California, or a 150 mile radius of Houston, Texas and any entity in competition with the production business of the Company or its subsidiaries (such as the Company’s Empire Burbank Studios). The parties hereby agree that any such employee hired by an entity in competition with the Company will be presumed to have been solicited in breach of this provision and that in any action to enforce this provision, the Employee shall have the burden of proving that such employee was not solicited in breach of this provision.

5.2 Remedies. Because damages for any such solicitation of Company employees in violation of the foregoing would be difficult if not impossible to ascertain, the Employee hereby agrees that if the Employee solicits employees in violation of this Agreement, the Company shall be entitled to an award of the greater of its actual damages or liquidated damages against the Employee in the amount of $100,000 (per employee solicited or hired).

6. SOLICITING CUSTOMERS.

6.1 Non-Solicitation of Customers. The Employee promises and agrees that the Employee will not, during the term of this Agreement, including renewal terms, or for a period of 12 months after termination of this Agreement, influence or attempt to influence, either directly or indirectly, customers of the Spanish language radio or television station business or production business of the Company (including its subsidiaries) to divert their business to any individual, partnership, firm, corporation or other similar entity then in competition with the Spanish language radio or television station broadcasting business or production business of Company (including its subsidiaries) within a 150 mile radius of Los Angeles, California, a 150 mile radius of San Diego, California, or a 150 mile radius of Houston, Texas.

7. MISCELLANEOUS.

7.1 Indemnification. The Company shall defend and hold the Employee harmless to the fullest extent permitted by applicable law and the Company’s By-Laws and Articles of Incorporation in connection with any claim, action, suit, investigation or proceeding arising out of or relating to performance by the Employee of services for, or action of the Employee as, or arising by reason of the fact that the Employee is or was, a director, officer, employee or agent of the Company or any parent, subsidiary or affiliate of the Company, or of any other person or enterprise at the Company’s request. Expenses incurred by the Employee in defending a claim, action, suit or investigation or proceeding shall be paid by the Company in advance of the final disposition thereof upon the receipt by the Company of any undertaking by or on behalf of the Employee to repay such amount if it shall ultimately be determined that the Employee is not entitled to be

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indemnified hereunder. The foregoing rights are not exclusive and do not limit any rights accruing to the Employee under any other agreement or contract or under applicable law. Notwithstanding the foregoing, the Company will not indemnify the Employee for any action by the Employee taken outside the scope of the Employee’s employment or for any action Employee knows to be unlawful.

7.2 Entire Agreement, Waiver Or Modification. This Agreement constitutes the entire agreement of the parties hereto and supersedes and replaces any other written or oral agreement or understanding with respect to the subject matter hereof. This Agreement may be modified, amended or waived only by written instrument executed by both parties. No waiver of a breach hereof shall be deemed to constitute a waiver of a future breach, whether of a similar or a dissimilar nature.

7.3 Rights Cumulative. The rights of the parties under this Agreement are cumulative, and the exercise of one right will not be deemed to preclude the exercise of any other rights; likewise, the rights of the parties hereunder are in addition to any other rights of such party at law or in equity.

7.4 Communications. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if hand-delivered or if mailed by registered or certified mail, postage prepaid, addressed to the Employee at the Employee’s address as it appears on the records of the Company or addressed to the Company at its principal office at 1845 Empire Avenue, Burbank, California 91504. Either party may change the address at which notice shall be given by written notice given in the above mariner.

7.5 Savings Clause. Should any valid federal or state law or final determination of any administrative agency or court of competent jurisdiction affect any provision of this Agreement, the provision or provisions so affected shall be automatically conformed to the law or determination and otherwise this Agreement shall continue in full force and effect.

7.6 Governing Laws. This Agreement shall be governed as to its validity and effect by the laws of the State of Texas without regard to principles of conflict of laws.

7.7 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

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

THE EMPLOYEE	LBI HOLDINGS I, INC.
/s/ Winter Horton	/s/ Lenard D. Liberman
Winter Horton	Lenard D. Liberman
	Executive Vice President

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AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”) effective as of the 17th day of May, 2004, is entered into by and between LBI Holdings I, Inc., a California corporation (the “Company”), and Winter Horton (the “Employee”).

RECITALS

WHEREAS, Employee and the Company are parties to that certain Employment Agreement entered into as of December 18, 2002 (the “Agreement”);

WHEREAS, Employee and the Company, in anticipation of the possible initial public offering of the Company’s common stock, desire to amend the Agreement in a manner consistent with such initial public offering.

AGREEMENT

NOW, THEREFORE, in consideration of the promises set forth herein, it is agreed as follows:

1. Section 2.3.3(a) of the Agreement is amended by adding the following to the end of the section:

“Notwithstanding the foregoing, if, at the time of the determination, common shares of the Company are traded on an established securities market, such Net Value shall not be determined by an appraisal, but instead such Net Value shall be the product of the outstanding common shares of the Company, on a fully diluted basis as of such date times the volume-weighted average price per share of the Company in the five days of trading immediately prior to the date of such determination.”

2. Section 2.3.3(b) of the Agreement is amended by adding the following to the end of the section:

“This Section 2.3.3(b) shall not apply if the Net Value is not determined by an appraiser because, at the time of determination, common shares of the Company are traded on an established securities market.”

3. The fourth sentence of the first full paragraph of Section 2.3.4 is revised to read as follows:

“In the event that the stock of the Company is then capable of being immediately traded on the New York Stock Exchange or the National Association of Securities Dealers Automated Quotation System (NASDAQ), or any other recognized national stock exchange, at the option of the Company, the payment may be made in the form of cash, or Common Stock of the Company, or a combination thereof.”

PORTIONS DENOTED WITH [****] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

4. The initial portion of the sixth sentence of the first full paragraph of Section 2.3.4 (which portion ends with a colon) is revised to read as follows:

“In the event that a cash payment of the full Payment Amount would violate the terms of any loan agreement in effect at the time between the Company (including any of its subsidiaries) and any financial institution, and the Company does not make its payment in the form of common stock of the Company, then the following provisions shall be in effect:”

5. This Amendment may not be amended orally, but only by an agreement in writing executed by the party against whom enforcement of such amendment is sought.

6. Employee and the Company acknowledge and agree that there has not been any material breach of the Agreement by the Company as of the date of the execution this Amendment.

7. Employee and the Company acknowledge and agree that the Agreement as amended shall be binding upon any successor to the Company.

8. This Amendment shall be governed as to its validity and effect by the laws of the State of California without regard to principles of conflict of laws.

9. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

IN WITNESS WHEREOF, the parties have entered into this Amendment effective as of the day and year first above written.

EMPLOYEE	LBI HOLDINGS I, INC.
/s/ Winter Horton	/s/ Lenard D. Liberman
Winter Horton	Lenard D. Liberman
	Executive Vice President

EX-10.6

EXHIBIT 10.6

THIRD SUPPLEMENTAL INDENTURE

THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 23, 2007 among Liberman Broadcasting of Dallas LLC, Liberman Broadcasting of Dallas License LLC, Liberman Television of Houston LLC, KZJL License LLC, Liberman Broadcasting of Houston LLC, Liberman Broadcasting of Houston License LLC, Liberman Television of Dallas LLC and Liberman Television of Dallas License LLC (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), each a Delaware limited liability company and a subsidiary of LBI Media, Inc. (or its permitted successor), a California corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, a national banking association, as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of July 9, 2002, as supplemented by that certain Supplemental Indenture dated as of July 25, 2003 and as further supplemented by that certain Second Supplemental Indenture dated as of March 29, 2004 (as supplemented, the “Indenture”), providing for the issuance of an aggregate principal amount of up to $150.0 million of 10 1/8 Senior Subordinated Notes due 2012 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances each Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Subsidiary Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees as follows:

(a) Along with all Guarantors named in the Indenture, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes or the obligations of the Company hereunder or thereunder, that:

(i) the principal of and interest, and premium, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately.

(b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c) The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever.

(d) This Subsidiary Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture, and each Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f) The Guaranteeing Subsidiaries shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations

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guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee.

(h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee.

(i) Pursuant to Section 11.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, this new Subsidiary Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guarantor under this Subsidiary Guarantee will not constitute a fraudulent transfer or conveyance.

3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees to execute the Subsidiary Guarantee as provided by Section 11.04 of the Indenture and Exhibit E thereto and to recognize that the Subsidiary Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Subsidiary Guarantee.

4. GUARANTEEING SUBSIDIARIES MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

(a) Except as otherwise provided in Section 11.06 of the Indenture, the Guaranteeing Subsidiaries may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless:

(i) immediately after giving effect to such transaction, no Default or Event of Default exists; and

(ii) either:

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(a) subject to Section 11.06 hereof, the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under this Indenture, its Subsidiary Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or

(b) the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture.

(b) In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof.

(c) Except as set forth in Articles 4 and 5 and Section 11.06 of Article 11 of the Indenture, and notwithstanding clauses (i) and (ii) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor.

5. RELEASES.

(a) In the event (i) of a sale or other disposition of all of the assets of any Guarantor (including by way of merger or consolidation) or a sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including, without limitation, Section 4.10 thereof, or (ii)

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the Company designates any Restricted Subsidiary that is Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the Indenture, including, without limitation, Section 4.20 thereof, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee.

(b) Any Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 11 of the Indenture.

6. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of any Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.

7. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

9. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

10. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

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11. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiaries and the Company.

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

Dated: March 23, 2007

LIBERMAN BROADCASTING OF DALLAS LLC
LIBERMAN BROADCASTING OF DALLAS LICENSE LLC
LIBERMAN TELEVISION OF HOUSTON LLC
KZJL LICENSE LLC
LIBERMAN BROADCASTING OF HOUSTON LLC
LIBERMAN BROADCASTING OF HOUSTON LICENSE LLC
LIBERMAN TELEVISION OF DALLAS LLC
LIBERMAN TELEVISION OF DALLAS LICENSE LLC
By:	/s/ Lenard D. Liberman

Name:	Lenard D. Liberman
Title:	Chief Financial Officer for each of the entities listed above
LBI MEDIA, INC.
By:	/s/ Lenard D. Liberman

Name:	Lenard D. Liberman
Title:	Chief Financial Officer

GUARANTORS:

LIBERMAN TELEVISION OF HOUSTON, INC.
KZJL LICENSE CORP.
LIBERMAN TELEVISION, INC.
KRCA TELEVISION, INC.
KRCA LICENSE CORP.
LIBERMAN BROADCASTING, INC.
LBI RADIO LICENSE CORP.
LIBERMAN BROADCASTING OF HOUSTON, INC.
LIBERMAN BROADCASTING OF HOUSTON LICENSE CORP.
EMPIRE BURBANK STUDIOS, INC.
LIBERMAN TELEVISION OF DALLAS, INC.
LIBERMAN TELEVISION OF DALLAS LICENSE CORP.
LIBERMAN BROADCASTING OF DALLAS, INC.
LIBERMAN BROADCASTING OF DALLAS LICENSE CORP.
By:	/s/ Lenard D. Liberman

Name:	Lenard D. Liberman
Title:	Chief Financial Officer for each of the entities listed above

U.S. BANK NATIONAL ASSOCIATION as Trustee
By:	/s/ Thomas Zrust
	Authorized Signatory

S-2

EX-31.1

Exhibit 31.1

SECTION 302 CERTIFICATION OF PRESIDENT

I, Jose Liberman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of LBI Media Holdings, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

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: May 15, 2007

By:	/s/ Jose Liberman
	Jose Liberman
	President

EX-31.2

Exhibit 31.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Lenard D. Liberman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of LBI Media Holdings, Inc.;

2. Based on my knowledge, this quarterly 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

c) Disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

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: May 15, 2007

By:	/s/ Lenard D. Liberman
	Lenard D. Liberman
	Executive Vice President, Chief Financial Officer and Secretary