<SUBMISSION>
<ACCESSION-NUMBER>0000898430-02-001943
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>7
<PERIOD>20020331
<FILING-DATE>20020514
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ENTRAVISION COMMUNICATIONS CORP
<CIK>0001109116
<ASSIGNED-SIC>4833
<IRS-NUMBER>954783236
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-15997
<FILM-NUMBER>02646623
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>2425 OLYMPIC BLVD
<STREET2>STE 6000 WEST
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90404
<PHONE>3104473870
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>2425 OLYMPIC BLVD
<STREET2>STE 6000 WEST
<CITY>SANTA MONICA
<STATE>CA
<ZIP>90404
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>d10q.txt
<DESCRIPTION>FORM 10-Q (PERIOD ENDED MARCH 31, 2002)
<TEXT>
<PAGE>

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               -----------------

                                   FORM 10-Q

                                  (MARK ONE)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

                                      OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM            TO

                        COMMISSION FILE NUMBER 1-15997

                               -----------------

                    ENTRAVISION COMMUNICATIONS CORPORATION
            (Exact name of registrant as specified in its charter)

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

                    2425 Olympic Boulevard, Suite 6000 West
                        Santa Monica, California 90404
              (Address of principal executive offices) (Zip Code)

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

                               -----------------

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

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

   As of May 10, 2002, there were 70,062,449 shares, $0.0001 par value per
share, of the registrant's Class A common stock outstanding, 27,678,533 shares,
$0.0001 par value per share, of the registrant's Class B common stock
outstanding and 21,983,392 shares, $0.0001 par value per share, of the
registrant's Class C common stock outstanding.

================================================================================

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                          Page
                                                                         Number
                                                                         ------
<C>     <S>                                                              <C>
                         PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
        CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2002 (UNAUDITED) AND
        DECEMBER 31, 2001...............................................    3

        CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE THREE
        MONTH PERIODS ENDED MARCH 31, 2002 AND MARCH 31, 2001...........    4

        CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE THREE
        MONTH PERIODS ENDED MARCH 31, 2002 AND MARCH 31, 2001...........    5

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)..........    6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS...........................................   12

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK......   20

                       PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS...............................................   21

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.......................   21

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.................................   21

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.............   21

ITEM 5. OTHER INFORMATION...............................................   21

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K................................   21
</TABLE>

Forward-Looking Statements

   This document contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act")
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"). All statements other than statements of historical fact are
"forward-looking statements" for purposes of federal and state securities laws,
including any projections of earnings, revenue or other financial items; any
statements of the plans, strategies and objectives of management for future
operation; any statements concerning proposed new services or developments; any
statements regarding future economic conditions or performance; any statements
of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words "may," "will," "estimate,"
"intend," "continue," "believe," "expect" or "anticipate" and other similar
words. Such forward-looking statements may be contained in Item 1, "Business"
(including the "Risk Factors" section of that Item) in our Annual Report on
Form 10-K for the year ended December 31, 2001 and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" herein, among other
places.

   Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well
as any forward-looking statements, are subject to change and to inherent risks
and uncertainties, such as those disclosed in this document. We do not intend,
and undertake no obligation, to update any forward-looking statement.

                                      2

<PAGE>

                                    PART I

                             FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                    ENTRAVISION COMMUNICATIONS CORPORATION

                          CONSOLIDATED BALANCE SHEETS
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                                         March 31,  December 31,
                                                                                                           2002         2001
                                                                                                        ----------- ------------
                                                                                                        (Unaudited)
<S>                                                                                                     <C>         <C>
                                                ASSETS
Current assets
  Cash and cash equivalents............................................................................ $   19,265   $   19,013
  Receivables:
   Trade, net of allowance for doubtful accounts of 2002 $4,528; 2001 $4,851 (including amounts due
    from Univision of 2002 $1,133; 2001 $599)..........................................................     38,274       44,143
  Prepaid expenses and other current assets (including amounts due from related parties of 2002 $561;
   2001 $1,189)........................................................................................      6,131        6,308
  Deferred taxes.......................................................................................      4,733        4,487
                                                                                                        ----------   ----------
      Total current assets.............................................................................     68,403       73,951
Property and equipment, net............................................................................    184,109      181,135
Intangible assets subject to amortization, net.........................................................    152,084       59,805
Intangible assets not subject to amortization, net.....................................................    869,540      851,935
Goodwill, net..........................................................................................    211,316      361,679
Other assets, including amounts due from related parties of 2002 $337; 2001 $322; and deposits on
 acquisitions of 2002 $6,611; 2001 $431................................................................     12,193        7,012
                                                                                                        ----------   ----------
                                                                                                        $1,497,645   $1,535,517
                                                                                                        ==========   ==========
                       LIABILITIES, MANDATORILY REDEEMABLE PREFERRED STOCK AND
                                         STOCKHOLDERS' EQUITY
Current liabilities
  Current maturities of long-term debt................................................................. $    1,360   $    3,341
  Advances payable, related parties....................................................................        118          118
  Accounts payable and accrued expenses (including related parties of 2002 $1,661; 2001 $1,699 which
   includes amounts due to Univision of 2002 $1,082; 2001 $1,145)......................................     22,098       25,210
                                                                                                        ----------   ----------
      Total current liabilities........................................................................     23,576       28,669
Notes payable, less current maturities.................................................................    239,853      249,428
Other long-term liabilities............................................................................      2,139        2,313
Deferred taxes.........................................................................................    161,031      176,992
                                                                                                        ----------   ----------
      Total liabilities................................................................................    426,599      457,402
                                                                                                        ----------   ----------
Commitments and contingencies
Series A mandatorily redeemable convertible preferred stock, $0.0001 par value, 11,000,000 shares
 authorized; shares issued and outstanding 2002 and 2001 5,865,102.....................................     93,169       90,720
                                                                                                        ----------   ----------
Stockholders' equity
  Preferred stock, $0.0001 par value, 39,000,000 shares authorized; none issued and outstanding........         --           --
  Class A common stock, $0.0001 par value, 260,000,000 shares authorized; shares issued 2002
   70,026,015; 2001 66,147,794.........................................................................          7            7
  Class B common stock, $0.0001 par value, 40,000,000 shares authorized; shares issued and outstanding
   2002 and 2001 27,678,533............................................................................          3            3
  Class C common stock, $0.0001 par value, 25,000,000 shares authorized; shares issued and outstanding
   2002 and 2001 21,983,392............................................................................          2            2
  Additional paid-in capital...........................................................................  1,140,725    1,097,617
  Deferred compensation................................................................................     (2,577)      (3,175)
  Accumulated deficit..................................................................................   (160,283)    (107,059)
                                                                                                        ----------   ----------
                                                                                                           977,877      987,395
  Treasury stock, Class A common stock, $0.0001 par value, 2002 5,101; 2001, 3,684 shares..............         --           --
                                                                                                        ----------   ----------
      Total stockholders' equity.......................................................................    977,877      987,395
                                                                                                        ----------   ----------
                                                                                                        $1,497,645   $1,535,517
                                                                                                        ==========   ==========
</TABLE>

                See Notes to Consolidated Financial Statements

                                      3

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

               CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
                (In thousands, except share and per share data)

<TABLE>
<CAPTION>
                                                                                      Three Month Period
                                                                                        Ended March 31,
                                                                                  --------------------------
                                                                                      2002          2001
                                                                                  ------------  ------------
<S>                                                                               <C>           <C>
Net revenue (including amounts from Univision of $224 and $176).................. $     49,128  $     43,954
                                                                                  ------------  ------------
Expenses:
   Direct operating expenses (including related parties representation fees of
     $1,619 and $947)............................................................       25,766        22,993
   Selling, general and administrative expenses (excluding non-cash stock-based
     compensation of $981 and $959)..............................................       11,139        10,139
   Corporate expenses (including related parties of $0 and $62)..................        3,715         3,540
   Non-cash stock-based compensation.............................................          981           959
   Depreciation and amortization.................................................        6,616        30,587
                                                                                  ------------  ------------
                                                                                        48,217        68,218
                                                                                  ------------  ------------
       Operating income (loss)...................................................          911       (24,264)
Interest expense.................................................................       (6,655)       (6,815)
Interest income..................................................................           58           651
                                                                                  ------------  ------------
       Loss before income taxes..................................................       (5,686)      (30,428)
Income tax benefit...............................................................        1,100        10,881
                                                                                  ------------  ------------
       Net loss before equity in earnings of nonconsolidated affiliates..........       (4,586)      (19,547)
Equity in net loss of nonconsolidated affiliates.................................          (18)           --
                                                                                  ------------  ------------
       Net loss before cumulative effect of a change in accounting principle.....       (4,604)      (19,547)
Cumulative effect of a change in accounting principle, net of taxes of
  $13,420........................................................................      (46,171)           --
                                                                                  ------------  ------------
       Net loss..................................................................      (50,775)      (19,547)
Accretion of preferred stock redemption value....................................        2,449         1,421
                                                                                  ------------  ------------
Net loss applicable to common stock.............................................. $    (53,224) $    (20,968)
                                                                                  ============  ============
Net loss per share, basic and diluted............................................ $      (0.45) $      (0.18)
                                                                                  ============  ============
Weighted average common shares outstanding, basic and diluted....................  117,653,254   114,806,925
                                                                                  ============  ============
</TABLE>


                See Notes to Consolidated Financial Statements

                                      4

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

               CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
                                (In thousands)

<TABLE>
<CAPTION>
                                                       Three Month Period
                                                        Ended March 31,
                                                      -------------------
                                                        2002       2001
                                                      ---------  --------
      <S>                                             <C>        <C>
      Cash Flows from Operating Activities:
       Net (Loss).................................... $ (50,775) $(19,547)
       Adjustments to reconcile net (loss) to net
         cash provided by (used in) operating
         activities:
         Depreciation and amortization...............     6,616    30,587
         Deferred income taxes.......................    (1,313)  (10,903)
         Cumulative effect of write-down of
          intangibles due to impairment..............    46,171        --
         Amortization of debt issue costs............     3,261       321
         Amortization of syndication contracts.......       182       263
         Net loss in equity method investee..........        18        --
         Non-cash stock-based compensation...........       981       959
         (Gain) loss on sale of equipment............        99       (98)
         Changes in assets and liabilities, net of
          effect of business combinations:
          Decrease in accounts receivable............     4,748     6,986
          (Increase) decrease in prepaid expenses
           and other assets..........................       227    (1,144)
          Decrease in accounts payable, accrued
           expenses and other........................      (629)   (8,652)
                                                      ---------  --------
           Net cash provided by (used in)
             operating activities....................     9,586    (1,228)
                                                      ---------  --------
      Cash Flows from Investing Activities:
       Proceeds from disposal of equipment...........        13       128
       Purchases of property and equipment...........    (5,688)   (7,999)
       Cash deposits and purchase price on
         acquisitions................................   (25,328)  (22,507)
                                                      ---------  --------
           Net cash used in investing activities.....   (31,003)  (30,378)
                                                      ---------  --------
      Cash Flows from Financing Activities:
       Proceeds from issuance of common stock........     2,082     1,183
       Principal payments on notes payable...........  (199,090)     (117)
       Proceeds from borrowing on notes payable......   225,000        --
       Payments of deferred debt and offering costs..    (6,323)       --
                                                      ---------  --------
           Net cash provided by financing
             activities..............................    21,669     1,066
                                                      ---------  --------
           Net increase (decrease) in cash and
             cash equivalents........................       252   (30,540)
      Cash and Cash Equivalents:
       Beginning.....................................    19,013    69,224
                                                      ---------  --------
       Ending........................................ $  19,265  $ 38,684
                                                      =========  ========
      Supplemental Disclosures of Cash Flow
       Information:
       Cash Payments for:
         Interest.................................... $   3,798  $  5,633
                                                      =========  ========
         Income taxes................................ $     466  $    308
                                                      =========  ========
      Supplemental Disclosures of Non-Cash
       Investing and Financing Activities:
       Property and equipment acquired under
         capital lease obligations and included in
         accounts payable............................ $     216  $    275
                                                      =========  ========
       Repayment of note payable and related
         accrued interest payable with the
         issuance of Class A common shares........... $  40,641  $     --
                                                      =========  ========
       Assets Acquired in Business Combinations
         and Asset Acquisitions:
         Property and equipment...................... $   1,926  $  1,603
         Intangible assets...........................    17,503    37,215
         Estimated fair value of properties
          exchanged..................................        --   (14,528)
         Less cash deposits from prior year..........      (711)   (1,976)
                                                      ---------  --------
           Net cash paid............................. $  18,718  $ 22,314
                                                      =========  ========
       Exercise of options granted in business
         combinations................................ $     720  $    208
                                                      =========  ========
</TABLE>

                See Notes to Consolidated Financial Statements

                                      5

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                March 31, 2002

1.  BASIS OF PRESENTATION

   The condensed consolidated financial statements included herein have been
prepared by Entravision Communications Corporation (the "Company"), without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission (the "SEC"). Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted pursuant to such rules and regulations. These condensed
consolidated financial statements and notes thereto should be read in
conjunction with the Company's audited consolidated financial statements for
the year ended December 31, 2001 included in the Company's Form 10-K for the
fiscal year ended December 31, 2001. Certain items in the 2001 balance sheet
and statement of operations have been reclassified in order to conform with the
current year presentation, with no effect on equity, net loss or net loss per
share. Except for the effects of the adoption of Financial Accounting Standards
Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets," the unaudited information contained
herein has been prepared on the same basis as the Company's audited
consolidated financial statements and, in the opinion of the Company's
management, includes all adjustments (consisting of only normal recurring
adjustments) necessary for a fair presentation of the information for the
periods presented. The interim results presented herein are not necessarily
indicative of the results of operations that may be expected for the full
fiscal year ending December 31, 2002 or any other future period.

2.  THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

  Earnings Per Share

   Basic earnings per share is computed as net income (loss) less accretion of
the redemption value on Series A mandatorily redeemable convertible preferred
stock, divided by the weighted average number of shares outstanding for the
period. Diluted earnings per share reflects the potential dilution that could
occur from shares issuable through options and convertible securities.

   For the three month period ended March 31, 2002, all dilutive securities
have been excluded because their inclusion would have had an antidilutive
effect on earnings per share. As of March 31, 2002, the securities whose
conversion would result in an incremental number of shares that would be
included in determining the weighted average shares outstanding for diluted
earnings per share if their effect was not antidilutive are as follows:
6,925,358 stock options, 323,147 unvested stock grants subject to repurchase
and 5,865,102 shares of Series A mandatorily redeemable convertible preferred
stock.

  Business and Asset Acquisitions

   During the three month period ended March 31, 2002, the Company acquired
substantially all of the assets of two television stations in El Paso, Texas
and Corpus Christi, Texas for an aggregate purchase price of $18.3 million.
Additionally, the Company acquired substantially all of the assets of a radio
station in Aspen, Colorado for approximately $0.6 million. None of these
acquisitions was considered a business.

   On May 1, 2002, the Company acquired substantially all of the assets of
radio station KXPK-FM in Denver, Colorado, for approximately $47.7 million.

                                      6

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                March 31, 2002


  Pro Forma Results

   The following pro forma results of continuing operations give effect to the
Company's 2001 acquisitions as if they had occurred on January 1, 2000. The
unaudited pro forma results have been prepared using the historical financial
statements of the Company and each acquired entity if considered a business.
The unaudited pro forma results give effect to certain adjustments including
amortization of goodwill, if acquired before June 30, 2001, amortization of
intangible assets, depreciation of property and equipment, interest expense and
the related tax effects as if the Company had been a tax paying entity since
January 1, 2000 (in thousands, except per share amounts).

<TABLE>
<CAPTION>
                                                    Three Month
                                                    Period Ended
                                                   March 31, 2001
                                                   --------------
              <S>                                  <C>
              Net revenue.........................     $ 44.0
              Net loss............................      (21.2)
              Basic and diluted net loss per share     $(0.18)
</TABLE>

   The above pro forma financial information does not purport to be indicative
of the results of operations had the 2001 acquisitions actually taken place on
January 1, 2000, nor is it intended to be a projection of future results or
trends.

  Other

   No accrual has been recorded in the accompanying financial statements
regarding a dispute with our former national radio sales representative firm,
since the amount of the Company's liability, if any, is indeterminable.

3.  STOCK OPTIONS AND GRANTS

  2000 Omnibus Equity Incentive Plan

   The Company's 2000 Omnibus Equity Incentive Plan (the "Plan") allows for the
award of up to 11,500,000 shares of Class A common stock. Awards under the Plan
may be in the form of incentive stock options, nonqualified stock options,
stock appreciation rights, restricted stock or stock units. The Plan is
administered by a committee which is appointed by the Company's Board of
Directors. This committee determines the type, number, vesting requirements and
other features and conditions of such awards.

   The Company issued a total of 1,797,852 stock options in the first quarter
2002 to various employees, consultants and non-employee directors of the
Company under the Plan.

4.  NEW ACCOUNTING PRONOUNCEMENTS

   On January 1, 2002, the Company adopted SFAS No. 141, "Business
Combinations," and SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS
No. 141 requires that the purchase method of accounting be used for all
business combinations initiated or completed after June 30, 2001, and also
specifies the criteria for recognition of intangible assets separately from
goodwill. SFAS No. 142 requires that goodwill and intangible assets with
indefinite useful lives no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
While amortization of indefinite life intangible assets and goodwill will no
longer be reflected as a charge in the Company's financial statements,
amortization related to certain of these intangibles will continue to be
deductible for income tax purposes. Amortization expense related to the
Company's indefinite life intangible assets and goodwill for the three month
period ended March 31, 2001 was $14.8 million, net of tax.

                                      7

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                March 31, 2002


   Also, in connection with the adoption of SFAS No. 142, the Company is
required to carry out a transitional goodwill impairment evaluation, which
requires an assessment of whether there is an indication that goodwill is
impaired as of the date of adoption. Initially, the Company must identify its
reporting units and determine the carrying value of each reporting unit by
assigning the assets and liabilities (including goodwill) to those reporting
units as of the date of adoption. All existing goodwill at the date that SFAS
No. 142 is adopted is assigned to one or more reporting units in a reasonable
and supportable manner as prescribed by the standard. The Company has until
June 30, 2002, which is the second quarter from the date of adoption date, to
assess the fair value of each reporting unit and compare it to the reporting
unit's carrying value. If the fair value of a reporting unit is below the
unit's carrying amount, as computed in step one, the Company must complete step
two of the transitional goodwill impairment test for that reporting unit as
soon as possible, but no later than the end of the year of adoption. If the
implied fair value of the reporting unit's goodwill is less than its recorded
goodwill, a transitional goodwill impairment loss will be recognized and
reported as the cumulative effect of a change in accounting principle in
accordance with Accounting Principles Board Opinion No. 20 "Accounting
Changes". Any subsequent impairment losses resulting from events or
circumstances that occur after the first day of the fiscal year in which SFAS
No. 142 is adopted will be reported as a component of income from continuing or
discontinued operations, as appropriate.

   Management has determined each of the Company's operating segments to be a
reporting unit. Upon adoption of SFAS No. 142, the Company assigned all the
assets and liabilities to the reporting units and has recorded an impairment
charge relating to the Company's outdoor operating segment of approximately
$46.2 million, net of taxes of $13.4 million. The write-down, which is due to
the carrying value of our outdoor advertising assets exceeding their current
fair value, is reflected on a separate line item in the statement of
operations, titled "cumulative effect of a change in accounting principle."
This is primarily due to the effects of the national economic slowdown on the
New York advertising market. The Company is in the process of completing its
initial assessment of the adoption of SFAS No. 142, by corroborating its
initial assessment of the fair value of the Company's indefinite life
intangible assets and reporting unit fair values by obtaining a valuation of
the fair values from an independent appraisal firm. This valuation may result
in an additional impairment charge, and that charge may be material. In
determining the impairment charge, the fair value of the reporting units was
estimated using a discounted cash flow method.

   A reconciliation of previously reported net loss applicable to common stock
and basic loss per share to the amounts adjusted for the exclusion of goodwill
amortization and the amortization of our indefinite life intangible assets, net
of the related income tax, follow (in thousands, except per share amounts):

<TABLE>
<CAPTION>
                                                          Three Months Period
                                                            Ended March 31,
                                                          ------------------
                                                            2002      2001
                                                          --------  --------
  <S>                                                     <C>       <C>
  Reported net loss applicable to common stock........... $(53,224) $(20,968)
  Add back:
     Goodwill amortization...............................       --     6,741
     Other identified indefinite life intangible asset
       amortization......................................       --     8,027
                                                          --------  --------
  Adjusted net loss applicable to common stock........... $(53,224) $ (6,200)
                                                          ========  ========
  Basic loss per share applicable to common stock:
  Reported net loss applicable to common stock........... $  (0.45) $  (0.18)
  Add back:
     Goodwill amortization...............................       --      0.06
     Other identified indefinite life intangible asset
       amortization......................................       --      0.07
                                                          --------  --------
  Adjusted net loss applicable to common stock........... $  (0.45) $  (0.05)
                                                          ========  ========
</TABLE>

                                      8

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                March 31, 2002


   The changes in the carrying amount of goodwill for the three month period
ended March 31, 2002 are as follows (in thousands):

<TABLE>
<CAPTION>
                                             Television  Radio    Outdoor   Publishing  Total
                                             ---------- --------  --------  ---------- --------
<S>                                          <C>        <C>       <C>       <C>        <C>
Balance as of January 1, 2002...............  $34,034   $176,720  $150,925     $ --    $361,679
Reclassification of customer base intangible
  asset subject to amortization.............       --         --   (90,400)      --     (90,400)
Impairment losses...........................       --         --   (59,591)      --     (59,591)
Other.......................................       37       (409)       --       --        (372)
                                              -------   --------  --------     ----    --------
Balance as of March 31, 2002................  $34,071   $176,311  $    934     $ --    $211,316
                                              =======   ========  ========     ====    ========
</TABLE>

   The composition of the Company's intangible assets and associated
accumulated amortization is as follows as of March 31, 2002 (in thousands):

<TABLE>
<CAPTION>
                                                 Gross                  Net
                                                Carrying Accumulated  Carrying
                                                 Amount  Amortization  Amount
                                                -------- ------------ --------
 <S>                                            <C>      <C>          <C>
 Intangible assets not subject to amortization:
  FCC licenses.................................                       $622,162
  Television network affiliation agreements....                         30,564
  Time brokerage agreements....................                         56,751
  Radio network................................                        160,063
                                                                      --------
    Total......................................                       $869,540
                                                                      ========
 Intangible assets subject to amortization:
  Customer base................................ $143,472   $19,240    $124,232
  Other........................................   54,209    26,357      27,852
                                                --------   -------    --------
    Total...................................... $197,681   $45,597    $152,084
                                                ========   =======    ========
</TABLE>

   The aggregate amount of amortization expense for the three month periods
ended March 31, 2002 and 2001 totaled $1.2 million and $26.3 million,
respectively. Estimated amortization expense for each of the years ending
December 31, 2002 through 2006 is approximately $11 million per year.

   In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations," which addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs. This statement is effective for us
beginning January 1, 2003. We do not expect that adoption of this standard will
have a material impact on our financial statements.

   In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets," which addresses accounting and financial
reporting for the impairment or disposal of long-lived assets. This statement
was effective for us on January 1, 2002. Adoption of this standard did not have
a material effect on our results of operations or financial position.

                                      9

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                March 31, 2002


5.  SEGMENT INFORMATION

   Management has determined that the Company operates in four reportable
segments based upon the type of advertising medium, which consist of television
broadcasting, radio broadcasting, outdoor advertising and newspaper publishing.
Information about each of the operating segments follows:

  Television Broadcasting

   The Company owns and/or operates 38 primary television stations located
primarily in the southwestern United States, consisting primarily of Univision
Communications Inc. ("Univision") affiliates.

  Radio Broadcasting

   The Company owns and/or operates 54 radio stations (39 FM and 15 AM) located
primarily in Arizona, California, Colorado, Florida, Illinois, Nevada, New
Mexico and Texas.

  Outdoor Advertising

   The Company owns approximately 11,200 billboards in Los Angeles and New York.

  Newspaper Publishing

   The Company's newspaper publishing operation consists of a publication in
New York.

                                      10

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                                March 31, 2002


                             RESULTS OF OPERATIONS

   Separate financial data for each of the Company's operating segments is
provided below. Segment operating profit (loss) is defined as operating profit
(loss) before corporate expenses and non-cash stock-based compensation. There
have been no significant sources of revenue generated outside the United States
during the three month periods ended March 31, 2002 and 2001. The Company
evaluates the performance of its operating segments based on the following (in
thousands):

<TABLE>
<CAPTION>
                                                     Three Month Period
                                                       Ended March 31,
                                                   ----------------------
                                                      2002        2001
                                                   ----------  ----------
      <S>                                          <C>         <C>
      Net Revenue
         Television............................... $   24,021  $   19,829
         Radio....................................     14,788      12,976
         Outdoor..................................      5,739       6,498
         Publishing...............................      4,580       4,651
                                                   ----------  ----------
         Consolidated.............................     49,128      43,954
                                                   ----------  ----------
      Direct Expenses
         Television...............................     11,029       8,986
         Radio....................................      6,497       5,852
         Outdoor..................................      4,697       4,729
         Publishing...............................      3,543       3,426
                                                   ----------  ----------
         Consolidated.............................     25,766      22,993
                                                   ----------  ----------
      Selling, General and Administrative Expenses
         Television...............................      5,114       4,414
         Radio....................................      4,272       3,947
         Outdoor..................................        947         871
         Publishing...............................        806         907
                                                   ----------  ----------
         Consolidated.............................     11,139      10,139
                                                   ----------  ----------
      Depreciation and Amortization
         Television...............................      2,897       7,143
         Radio....................................      1,497      18,022
         Outdoor..................................      2,087       4,805
         Publishing...............................        135         617
                                                   ----------  ----------
         Consolidated.............................      6,616      30,587
                                                   ----------  ----------
      Segment Operating Profit (Loss)
         Television...............................      4,981        (714)
         Radio....................................      2,522     (14,845)
         Outdoor..................................     (1,992)     (3,907)
         Publishing...............................         96        (299)
                                                   ----------  ----------
                                                        5,607     (19,765)
      Corporate Expenses..........................     (3,715)     (3,540)
      Non-Cash Stock-Based Compensation...........       (981)       (959)
                                                   ----------  ----------
      Consolidated Operating Income (Loss)........ $      911  $  (24,264)
                                                   ==========  ==========
      Total Assets
         Television............................... $  461,623  $  372,314
         Radio....................................    820,867     850,315
         Outdoor..................................    207,970     285,045
         Publishing...............................      7,185       8,241
                                                   ----------  ----------
         Consolidated............................. $1,497,645  $1,515,915
                                                   ==========  ==========
      Capital Expenditures
         Television............................... $    4,040  $    7,484
         Radio....................................      1,504         582
         Outdoor..................................        357         194
         Publishing...............................          3          14
                                                   ----------  ----------
         Consolidated............................. $    5,904  $    8,274
                                                   ==========  ==========
</TABLE>

                                      11

<PAGE>

                    ENTRAVISION COMMUNICATIONS CORPORATION

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

Overview

   We generate revenue from sales of national and local advertising time on
television and radio stations and advertising on our billboards and in our
publication. Advertising rates are, in large part, based on each media's
ability to attract audiences in demographic groups targeted by advertisers. We
recognize advertising revenue when commercials are broadcast and outdoor
advertising services and publishing services are provided. We incur commissions
from agencies on local, regional and national advertising. Our revenue reflects
deductions from gross revenue for commissions to these agencies. Univision
currently owns approximately 31% of our common stock.

   We operate in four reportable segments based upon the types of advertising
medium which consist of television broadcasting, radio broadcasting, outdoor
advertising and newspaper publishing. We own and/or operate 38 primary
television stations that are located primarily in the southwestern U.S. We own
and/or operate 54 radio stations (39 FM and 15 AM) located primarily in
Arizona, California, Colorado, Florida, Illinois, Nevada, New Mexico and Texas.
Our outdoor advertising segment consists substantially of approximately 11,200
owned billboards in Los Angeles and New York. Our newspaper publishing
operation consists of a publication in New York.

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

   Prior to our initial public offering, which was completed on August 2, 2000,
we were organized as a Delaware limited liability company and had historically
not had material income tax expense or benefit reflected in our statement of
operations as the majority of our subsidiaries have been non-taxpaying
entities. Federal and state income taxes attributable to income during such
periods were incurred and paid directly by the members of our predecessor.
However, we are now a taxpaying entity. We anticipate that our future effective
income tax rate will vary from 40% due to a portion of our purchase price for
the Latin Communications Group Inc. and Z-Spanish Media Corporation
acquisitions being allocated to non-tax deductible goodwill.

   In 2001, we began the process of combining television and radio operations
to create synergies and achieve cost savings and are continuing that process in
2002.

   As a result of the businesses and other assets we acquired in recent years,
approximately 83% of our total assets and 126% of our net assets are
intangible. We review our tangible long-lived assets, intangibles related to
those assets and goodwill periodically to determine potential impairment. To
date, we have determined that no impairment of long-lived tangible assets and
intangible assets exists. In making this determination, the assumptions about
future cash flows on the assets under evaluation are critical. Some stations
under evaluation have had limited cash flow due to planned conversion of format
or station power. The assumptions about cash flows after conversion reflect
management's 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 these expected increases or sale proceeds are not realized, impairment
losses may be recorded in the future. See Note 4 to Notes to Consolidated
Financial Statements regarding the effects of our adoption of SFAS No 142.

                                      12

<PAGE>

   Loss per share for the three months ended March 31, 2001 as adjusted to
reflect the adoption of SFAS No. 142 as if it had been adopted in 2001 would
have been ($0.05) per share. Pro forma loss per share as adjusted to reverse
the effect of the impairment charge recorded as a result of the adoption of
SFAS No. 142 would have been ($0.06) per share.

   On March 18, 2002, we issued $225 million of Senior Subordinated Notes (the
"Notes") and subsequently amended our bank credit facility.

   On May 1, 2002, the Company acquired substantially all of the assets of
radio station KXPK-FM in Denver, Colorado, for approximately $47.7 million.

                    Three Month Period Ended March 31, 2002
            Compared to the Three Month Period Ended March 31, 2001

   The following table sets forth selected data from our operating results for
the three month periods ended March 31, 2002 and 2001 (in thousands):

<TABLE>
<CAPTION>
                                                             Three Month Period
                                                                    Ended
                                                             ------------------
                                                             March 31, March 31,   %
                                                               2002      2001    Change
                                                             --------- --------- ------
<S>                                                          <C>       <C>       <C>
Statement of Operations Data:
   Net revenue.............................................. $ 49,128  $ 43,954      12 %
   Direct operating expenses................................   25,766    22,993      12 %
   Selling, general and administrative expenses.............   11,139    10,139      10 %
   Corporate expenses.......................................    3,715     3,540       5 %
   Depreciation and amortization............................    6,616    30,587     (78)%
   Non-cash stock-based compensation........................      981       959       2 %
                                                             --------  --------
   Operating income (loss)..................................      911   (24,264)      *
   Interest expense, net....................................    6,597     6,164       7 %
                                                             --------  --------     ---
   Loss before income taxes.................................   (5,686)  (30,428)    (81)%
   Income tax benefit.......................................    1,100    10,881     (90)%
                                                             --------  --------
   Net loss before equity in earnings of nonconsolidated
     affiliates.............................................   (4,586)  (19,547)    (77)%
   Equity in net loss of nonconsolidated affiliates.........      (18)       --       *
                                                             --------  --------
   Net loss before cumulative effect of a change in
     accounting principle...................................   (4,604)  (19,547)    (76)%
   Cumulative effect of a change in accounting principle,
     net of taxes
     of $13,420.............................................  (46,171)       --       *
                                                             --------  --------
   Net loss................................................. $(50,775) $(19,547)
                                                             ========  ========
Other Data:
   Broadcast cash flow...................................... $ 12,223  $ 10,822      13 %
   EBITDA...................................................    8,508     7,282      17 %
   Cash flows provided by (used in) operating activities....    9,586    (1,228)      *
   Cash flows used in investing activities..................  (31,003)  (30,378)      2 %
   Cash flows provided by financing activities..............   21,669     1,066       *
   Capital expenditures.....................................    5,904     8,274     (29)%
</TABLE>
--------
* not meaningful

                                      13

<PAGE>

   Broadcast cash flow means operating income (loss) before corporate expenses,
depreciation and amortization and non-cash stock-based compensation. We have
presented broadcast cash flow, which we believe is comparable to the data
provided by other companies in the broadcast industry, because such data is
commonly used as a measure of performance in our industry. However, broadcast
cash flow should not be construed as an alternative to operating income (as
determined in accordance with accounting principles generally accepted in the
U.S.) as an indicator of operating performance or to cash flows from operating
activities (as determined in accordance with accounting principles generally
accepted in the U.S.) as a measure of liquidity.

   EBITDA means broadcast cash flow less corporate expenses and is commonly
used in the broadcast industry to analyze and compare broadcast companies on
the basis of operating performance, leverage and liquidity. EBITDA, as
presented above, may not be comparable to similarly titled measures of other
companies unless such measures are calculated in substantially the same
fashion. EBITDA should not be construed as an alternative to operating income
(as determined in accordance with accounting principles generally accepted in
the U.S.) as an indicator of operating performance or to cash flows from
operating activities (as determined in accordance with accounting principles
generally accepted in the U.S.) as a measure of liquidity.

Consolidated Operations

   Net Revenue.  Net revenue increased to $49.1 million for the three month
period ended March 31, 2002 from $44 million for the three month period ended
March 31, 2001, an increase of $5.1 million. This increase was primarily
attributable to the net revenue increase in the television and radio stations
that we owned or operated during the entire three month periods ended March 31,
2002 and 2001. On a same station basis for broadcast properties we owned or
operated for the three month periods ended March 31, 2002 and 2001, there was
an increase of $5 million, or 15%. This increase was primarily attributable to
increased advertising sold (referred to as "inventory" in our industry) and
increased rates for that inventory.

   Direct Operating Expenses.  Direct operating expenses increased to $25.8
million for the three month period ended March 31, 2002 from $23 million for
the three month period ended March 31, 2001, an increase of $2.8 million. On a
same station basis, for the properties we owned or operated during the entire
three month periods ended March 31, 2002 and 2001, direct operating expenses
increased $2.1 million or 9%. This increase was primarily attributable to
increases in commissions and national representation fees associated with the
increase in net revenue and increase in the cost of rating services. The
increase was also partially attributable to a full three months of operations
of our 2001 acquisitions and our Telefutura affiliates, which together
accounted for $0.7 million of the increase. As a percentage of net revenue,
direct operating expenses remained constant at 52% for the three month periods
ended March 31, 2002 and 2001. The decrease in direct operating expense as a
percentage of net revenue from the properties we owned or operated during the
entire three month periods ended March 31, 2002 and 2001 was offset by the
increase in direct expenses for the 2001 acquisitions and our Telefutura
affiliates.

   Selling, General and Administrative Expenses.  Selling, general and
administrative expenses increased to $11.1 million for the three month period
ended March 31, 2002 from $10.1 million for the three month period ended March
31, 2001, an increase of $1 million. On a same station basis, for the
properties we owned or operated during the entire three month periods ended
March 31, 2002 and 2001, selling, general and administrative expenses increased
$0.6 million or 6%. This increase was primarily attributable to increases in
marketing, promotion and insurance costs. The increase was also partially
attributable to a full three months of operations of our 2001 acquisitions,
which accounted for approximately $0.4 million of the increase. As a percentage
of net revenue, selling, general and administrative expenses remained constant
at 23% for the three month periods ended March 31, 2002 and 2001. The decrease
in selling, general and administrative expense as a percentage of net revenue
from the properties we owned or operated during the entire three month periods
ended March 31, 2002 and 2001 was offset by the increase in selling, general
and administrative expenses for the 2001 acquisitions and our Telefutura
affiliates.

                                      14

<PAGE>

   Depreciation and Amortization.  Depreciation and amortization decreased to
$6.6 million for the three month period ended March 31, 2002 from $30.6 million
for the three month period ended March 31, 2001, a decrease of $24 million.
This decrease was primarily due to the adoption of SFAS No. 142, which resulted
in a decrease of approximately $22.2 million of amortization expense. The
decrease was also partially attributable to no amortization expense of
intangibles that were completely amortized in 2001. These decreases were
partially offset by increased depreciation as a result of additional assets
from our 2001 acquisitions and our Telefutura affiliates.

   Corporate Expenses.  Corporate expenses increased to $3.7 million for the
three month period ended March 31, 2002 from $3.5 million for the three month
period ended March 31, 2001, an increase of $0.2 million. The increase was
primarily attributable to increased insurance costs.

   Non-Cash Stock-Based Compensation.  Non-cash stock-based compensation was $1
million for the three month periods ended March 31, 2002 and 2001. Non-cash
stock-based compensation consists primarily of compensation expense relating to
stock awards granted to our employees and consultants. We expect to continue to
make stock-based awards to our employees and consultants in the future.

   Operating Income (Loss).  As a result of the above factors, we had operating
income of $0.9 million for the three month period ended March 31, 2002 compared
to an operating loss of $24.3 million for the three month period ended March
31, 2001, an increase of $25.2 million. The increase was primarily due to the
decrease in amortization expense as a result of adopting SFAS No. 142.

   Interest Expense, Net.  Net interest expense increased to $6.6 million for
the three month period ended March 31, 2002 from $6.2 million for the three
month period ended March 31, 2001, an increase of $0.4 million. The increase
was primarily a result of an increase in interest expense of approximately $2.7
million relating to the write-off of deferred debt costs as a result of the
repayment of the outstanding balances under our bank credit facility with the
proceeds of our Notes issued on March 18, 2002. This increase was offset
primarily by lower interest rates and our reduced debt due to the retirement of
a $37.5 million note payable with the issuance of approximately 3.6 million
shares of Class A common stock and a cash payment of approximately $0.3 million.

   Net Loss.  Net loss increased to $50.8 million for the three month period
ended March 31, 2002 from $19.5 million for the three month period ended March
31, 2001, an increase of $31.3 million. This increase was primarily the result
of a write-down relating to our outdoor segment in accordance with SFAS No. 142
in the amount of $46.2 million net of taxes of $13.4 million, offset by a
reduction in our amortization expense in the amount of $22.2 million.

   Broadcast Cash Flow.  Broadcast cash flow increased to $12.2 million for the
three month period ended March 31, 2002 from $10.8 million for the three month
period ended March 31, 2001, an increase of $1.4 million. As a percentage of
net revenue, broadcast cash flow remained constant at 25% for the three month
periods ended March 31, 2002 and 2001. On a same station basis, for the
properties we owned or operated during the entire three month periods ended
March 31, 2002 and 2001, broadcast cash flow increased $1.5 million or 14%. As
a percentage of net revenue for properties we owned or operated during the
entire three month periods ended March 31, 2002 and 2001, broadcast cash flow
increased to 26% for the three month period ended March 31, 2002 from 25% for
the three month period ended March 31, 2001.

   EBITDA.  EBITDA increased to $8.5 million for the three month period ended
March 31, 2002 from $7.3 million for the three month period ended March 31,
2001, an increase of $1.2 million. As a percentage of net revenue, EBITDA
remained constant at 17% for the three month periods ended March 31, 2002 and
2001. On a same station basis, for the properties we owned or operated during
the entire three month periods ended March 31, 2002 and 2001, EBITDA increased
$1.3 million or 18%. As a percentage of net revenue for properties we owned or
operated during the entire three month periods ended March 31, 2002 and 2001,
EBITDA increased to 18% for the three month period ended March 31, 2002 from
17% for the three month period ended March 31,

                                      15

<PAGE>

2001. The increase in EBITDA as a percentage of revenue was primarily due to
the increase of net revenue partially offset by the increase of direct
operating and selling, general and administrative expenses.

Segment Operations

  Television

   Net Revenue.  Net revenue in our television segment increased to $24 million
for the three month period ended March 31, 2002 from $19.8 million for the
three month period ended March 31, 2001, an increase of $4.2 million. This
increase was partially attributable to a full three months of operations of our
2001 acquisitions, which accounted for $1.1 million of the increase, and our
Telefutura affiliates in markets where we currently operate a Univision
station, which accounted for $0.2 million of the increase. On a same station
basis, for the stations we owned or operated during the entire three month
periods ended March 31, 2002 and 2001, net revenue increased $2.9 million. This
increase was attributable to a combination of an increase in rates and
inventory sold.

   Direct Operating Expenses.  Direct operating expenses in our television
segment increased to $11 million for the three month period ended March 31,
2002 from $9 million for the three month period ended March 31, 2001, an
increase of $2 million. This increase was partially attributable to a full
three months of operations of our 2001 acquisitions, which accounted for $0.5
million of the increase, and our Telefutura affiliates, which accounted for
$0.3 million of the increase. On a same station basis, for the stations we
owned or operated during the entire three month periods ended March 31, 2002
and 2001, direct operating expenses increased $1.2 million. This increase was
primarily attributable to an increase in commissions and national
representation fees associated with the increase in net revenue and an increase
in the cost of rating services.

   Selling, General and Administrative Expenses.  Selling, general and
administrative expenses in our television segment increased to $5.1 million for
the three month period ended March 31, 2002 from $4.4 million for the three
month period ended March 31, 2001, an increase of $0.7 million. This increase
was primarily attributable to a full three months of operations of our 2001
acquisitions, which accounted for $0.5 million of the increase. On a same
station basis, for the stations we owned or operated during the entire three
month periods ended March 31, 2002 and 2001, selling, general and
administrative expenses increased $0.2 million. This increase was primarily
attributable to increased insurance costs.

  Radio

   Net Revenue.  Net revenue in our radio segment increased to $14.8 million
for the three month period ended March 31, 2002 from $13 million for the three
month period ended March 31, 2001, an increase of $1.8 million. On a same
station basis, for the stations we owned or operated during the entire three
month periods ended March 31, 2002 and 2001, net revenue increased $2.1
million. This increase was primarily attributable to increased ratings and
sales incentive programs. The increase was partially offset by a reduction in
net revenue as a result of stations that were sold in 2001.

   Direct Operating Expenses.  Direct operating expenses in our radio segment
increased to $6.5 million for the three month period ended March 31, 2002 from
$5.9 million for the three month period ended March 31, 2001, an increase of
$0.6 million. On a same station basis, for the stations we owned or operated
during the entire three month periods ended March 31, 2002 and 2001, direct
operating expenses increased $0.8 million. This increase was primarily
attributable to an increase in commissions associated with the increase in net
revenue. The increase was partially offset by the reduction in direct operating
expenses as a result of stations that were sold in 2001.

   Selling, General and Administrative Expenses.  Selling, general and
administrative expenses in our radio segment increased to $4.3 million for the
three month period ended March 31, 2002 from $3.9 million for the

                                      16

<PAGE>

three month period ended March 31, 2001, an increase of $0.4 million. On a same
station basis, for the stations we owned or operated during the entire three
month periods ended March 31, 2002 and 2001, selling, general and
administrative expenses increased $0.4 million. This increase was primarily
attributable to increases in marketing and promotion expenses in two large
markets.

  Outdoor

   Net Revenue.  Net revenue in our outdoor segment decreased to $5.7 million
for the three month period ended March 31, 2002 from $6.5 million for the three
month period ended March 31, 2001, a decrease of $0.8 million. This decrease
was primarily attributable to a decline in the average monthly rate of boards
sold, partially offset by an increase in overall billboard occupancy during the
period.

   Direct Operating Expenses.  Direct operating expenses in our outdoor segment
remained constant at $4.7 million for the three month period ended March 31,
2002 compared to the three month period ended March 31, 2001.

   Selling, General and Administrative Expenses.  Selling, general and
administrative expenses in our outdoor segment remained constant at $0.9
million for the three month period ended March 31, 2002 compared to the three
month period ended March 31, 2001.

  Publishing

   Net Revenue.  Net revenue in our publishing segment decreased to $4.6
million for the three month period ended March 31, 2002 from $4.7 million for
the three month period ended March 31, 2001, a decrease of $0.1 million.

   Direct Operating Expenses.  Direct operating expenses in our publishing
segment increased to $3.5 million for the three month period ended March 31,
2002 from $3.4 million for the three month period ended March 31, 2001, an
increase of $0.1 million.

   Selling, General and Administrative Expenses.  Selling, general and
administrative expenses in our publishing segment decreased to $0.8 million for
the three month period ended March 31, 2002 from $0.9 million for the three
month period ended March 31, 2001, a decrease of $0.1 million.

Liquidity and Capital Resources

   Our primary sources of liquidity are cash provided by operations and
available borrowings under our bank credit facility. We have a $400 million
credit facility which is comprised of a $250 million revolver, and a
$150 million uncommitted loan facility expiring in 2007. Our bank credit
facility is secured by substantially all of our assets as well as the pledge of
the stock of several of our subsidiaries including our special purpose
subsidiaries formed to hold our Federal Communications Commission ("FCC")
licenses. The revolving facility bears interest at LIBOR (1.88% at March 31,
2002) plus a margin ranging from 0.875% to 3.25% based on our leverage. In
addition, we pay a quarterly loan commitment fee ranging from 0.25% to 0.75%
per annum, which is levied upon the unused portion of the amount available. As
of March 31, 2002, there was no amount outstanding under our bank credit
facility, as described below.

   Our bank credit facility contains a mandatory prepayment clause in the event
that we liquidate any assets if the proceeds are not utilized to acquire assets
of the same type within 180 days, receive insurance or condemnation proceeds
which are not fully utilized toward the replacement of such assets or have
excess cash flow (as defined in our credit agreement), 50% of which excess cash
flow shall be used to reduce our outstanding loan balance.

                                      17

<PAGE>

   Our bank credit facility contains certain financial covenants relating to
maximum total debt ratio, minimum total interest coverage ratio and a fixed
charge coverage ratio. The covenants become increasingly restrictive in the
later years of the bank credit facility. Our bank credit facility also contains
restrictions on the incurrence of additional debt, the payment of dividends,
acquisitions and the sale of assets over a certain limit. Additionally, we are
required to enter into interest rate agreements if our leverage exceeds certain
limits as defined in our credit agreement.

   Our bank credit facility requires us to maintain our FCC licenses for our
broadcast properties and contains other operating covenants, including
restrictions on our ability to incur additional indebtedness and pay dividends.

   Acquisitions having an aggregate maximum consideration during the term of
our credit agreement of greater than $25 million but less than or equal to $100
million are conditioned on delivery to the agent bank of a covenant compliance
certificate showing pro forma calculations assuming such acquisition had been
consummated and revised projections for those acquisitions. For acquisitions
having an aggregate maximum consideration during the term of the credit
agreement in excess of $100 million, majority lender consent of the bank group
is required. We can draw on our revolving credit facility without prior
approval for working capital needs and acquisitions less than $25 million.

   On February 8, 2002, we retired a $37.5 million note payable with the
issuance of approximately 3.6 million shares of our Class A common stock and
approximately $0.3 million in cash.

   On March 18, 2002, we issued the Notes, which bear interest at 8 1/8% per
year, payable semi-annually on March 15 and September 15 of each year,
commencing on September 15, 2002. The net proceeds from the Notes were used to
pay all indebtedness outstanding under our bank credit facility and for general
corporate purposes.

   In connection with the issuance of the Notes, we amended our bank credit
facility as follows:

   .   to incorporate certain restrictions and covenants from the indenture
       governing the Notes into our bank credit facility;

   .   to provide that in the event that we have excess cash flow at the end of
       any of our fiscal years ending on or after December 31, 2003, we are
       required to prepay the loans with 50% of our excess cash flow with
       respect to such fiscal year (but only if our ratio of total debt to
       operating cash flow, together with that of our subsidiaries on a
       consolidated basis, is 4.5 to 1 or greater);

   .   to provide that for the revolving loans, the maximum margin above LIBOR
       is 3.25% with respect to LIBOR loans and 2.25% above base rate with
       respect to base rate loans;

   .   to pre-approve approximately $100 million of certain identified
       acquisitions;

   .   to reset and increase the amount available for future acquisitions to
       $100 million, in addition to the pre-approved acquisitions; and

   .   to permit the establishment of a new venture into which we may
       contribute certain media assets in exchange for an equity interest in
       such venture.

   Net cash flow provided by operating activities was approximately $9.6
million for the three month period ended March 31, 2002, from cash used of
approximately $1.2 million for the three month period ended March 31, 2001.

   Net cash flow used in investing activities was approximately $31 million for
the three month period ended March 31, 2002, compared to $30.4 million for
three month period ended March 31, 2001. During the three month period ended
March 31, 2002, we acquired media properties for a total of approximately $19.4
million, consisting primarily of a television station in El Paso, Texas for
approximately $18 million, made a deposit for

                                      18

<PAGE>

radio station KXPK-FM in Denver, Colorado for $5.9 million and made capital
expenditures of approximately $5.7 million.

   Net cash flow from financing activities was approximately $21.7 million for
the three month period ended March 31, 2002 compared to $1.1 million for the
three month period ended March 31, 2001. During the three month period ended
March 31, 2002, we received net proceeds from the sale of our Notes of $218.7
million and used a portion of those proceeds to repay our indebtedness under
our bank credit facility in the amount of $199.1 million. Additionally, we
received net proceeds from the exercise of stock options and from shares issued
under the 2001 Employee Stock Purchase Plan (the "Purchase Plan") in the amount
of approximately $2.1 million.

   During the remainder of 2002, we anticipate our maintenance capital
expenditures will be approximately $6.1 million, and our digital television
capital expenditures will be approximately $5.5 million. We anticipate paying
for these capital expenditures out of net cash flow from operating activities.
The amount of these capital expenditures may change based on future changes in
business plans, our financial condition and general economic conditions.

   We currently anticipate that funds generated from operations and available
borrowings under our credit facility will be sufficient to meet our anticipated
cash requirements for the foreseeable future.

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

   On March 19, 2001, our Board of Directors approved a stock repurchase
program. We are authorized to repurchase up to $35 million of our outstanding
Class A common stock from time to time in open market transactions at
prevailing market prices, block trades and private repurchases. The extent and
timing of any repurchases will depend on market conditions and other factors.
We intend to finance stock repurchases, if and when made, with our available
cash on hand and cash provided by operations. No shares of Class A common stock
have been repurchased under the stock repurchase program.

   On April 4, 2001, our Board of Directors adopted the Purchase Plan. The
Purchase Plan was approved by our stockholders on May 10, 2001 at our 2001
Annual Meeting of Stockholders. Subject to adjustments in our capital
structure, as defined in the Purchase Plan, the maximum number of shares of
Class A common stock that will be made available for sale under the Purchase
Plan is 600,000, plus an annual increase of up to 600,000 shares on the first
day of each of the next ten calendar years, beginning January 1, 2002. All of
our employees are eligible to participate in the Purchase Plan, provided that
they have completed six months of continuous service as an employee as of an
offering date. The first offering period under the Purchase Plan commenced on
August 15, 2001 and concluded on February 14, 2002. As of March 31, 2002,
approximately 44,756 shares were purchased under the Purchase Plan.

   On May 9, 2002, we filed a registration statement with the SEC to register
up to $500 million of equity and debt securities, which we may offer from time
to time.

                                      19

<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

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

Interest Rates

   Our revolving facility loan bears interest at a variable rate at LIBOR
(1.88% as of March 31, 2002) plus a margin ranging from 0.875% to 3.25% based
on our leverage. As of March 31, 2002, we had no variable rate bank debt
outstanding. As of March 31, 2002, we were not required to hedge any of our
outstanding variable rate debt by using an interest rate cap.

                                      20

<PAGE>

                          PART II  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

   None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

   None.

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

   None.

ITEM 5.  OTHER INFORMATION

   None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

   (a)  Exhibits

<TABLE>
<C>         <S>
Exhibit No. Description

4.1         Indenture, dated as of March 1, 2002, by and among Entravision Communications
            Corporation, as Issuer, Union Bank of California, N.A., as Trustee, and the Guarantors
            listed therein.

4.2         Entravision Communications Corporation 8.125% Senior Subordinated Note due 2009
            dated March 18, 2002 in the principal amount of $221,120,000.

4.3         Entravision Communications Corporation 8.125% Senior Subordinated Regulation S
            Temporary Global Note due 2009 dated March 18, 2002 in the principal amount of
            $3,880,000.

10.1        Purchase Agreement, dated March 12, 2002, by and among Entravision
            Communications Corporation and UBS Warburg, LLC, Credit Suisse First Boston
            Corporation and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
            representatives of the initial purchasers listed therein.

10.2        Exchange and Registration Rights Agreement dated as of March 12, 2002, by and
            among Entravision Communications Corporation, as Issuer, and UBS Warburg, LLC,
            Credit Suisse First Boston Corporation and Merrill Lynch, Pierce, Fenner & Smith
            Incorporated, as Initial Purchasers.

10.3        Second Amendment to Credit Agreement, dated as of March 29, 2002, among
            Entravision Communications Corporation, the Lenders (as defined therein), Union
            Bank of California, N.A, Credit Suisse First Boston, The Bank of Nova Scotia and
            Fleet National Bank.
</TABLE>

                                      21

<PAGE>

   (b)  Reports on Form 8-K

      (i) Current Report on Form 8-K, announcing our Notes offering, filed with
          the SEC on March 5, 2002.

     (ii) Current Report on Form 8-K, announcing the sale of our Notes, filed
          with the SEC on March 13, 2002.


                                      22

<PAGE>

                                  SIGNATURES

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

                                               ENTRAVISION COMMUNICATIONS
                                               CORPORATION

                                               By:      /s/  JEANETTE TULLY
                                                   -----------------------------
                                                          Jeanette Tully
                                                     Executive Vice President,
                                                             Treasurer
                                                    and Chief Financial Officer

Dated: May 14, 2002

                                      23

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.1
<SEQUENCE>3
<FILENAME>dex41.txt
<DESCRIPTION>INDENTURE, DATED AS OF MARCH 1, 2002
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.1
                                    INDENTURE

                            dated as of March 1, 2002


                                  by and among

                     Entravision Communications Corporation,

                                   as Issuer,

                         Union Bank of California, N.A.,

                                   as Trustee,

                                       and

              the Guarantors listed on the signature pages hereto,

                           --------------------------


                    8.125% Senior Subordinated Notes due 2009

                           --------------------------



<PAGE>

                             CROSS-REFERENCE TABLE*
<TABLE>
<CAPTION>

Trust Indenture Act                                                 Indenture
    Section                                                          Section
-------------------                                                ----------
<S>                                                               <C>
310(a)(1) .......................................................  Section 7.10
310(a)(2) .......................................................  Section 7.10
310(a)(5) .......................................................  Section 7.10
310(b) ..........................................................  Section 7.10
311(a) ..........................................................  Section 7.11
311(b) ..........................................................  Section 7.11
312(a) ..........................................................  Section 2.05
312(b) .......................................................... Section 13.03
312(c) .......................................................... Section 13.03
313(a) ..........................................................  Section 7.06
313(b)(2) .......................................... Section 7.07. Section 7.06
313(c) ............................................ Section 13.02. Section 7.06
313(d) ..........................................................  Section 7.06
314(a) ..........................................................  Section 4.03
314(a)(4) ....................................................... Section 13.05
314(e) .......................................................... Section 13.05
318(c) .......................................................... Section 13.01
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Trust Indenture Act Section                  Indenture Section
<S>                                          <C>
301(a)(1) ................................       7.10
   (a)(2) ................................       7.10
   (a)(3) ................................        N.A.
   (a)(4) ................................        N.A.
   (a)(5) ................................       7.10
   (b) ...................................       7.10
   (c) ...................................        N.A.
311(a) ...................................       7.11
   (b) ...................................       7.11
   (c) ...................................        N.A.
312(a) ...................................       2.05
   (b) ...................................      12.03
   (c) ...................................      12.03
313(a) ...................................       7.06
   (b)(1) ................................      10.03
   (b)(3) ................................       7.07
   (c) .................................. 7.06; 12.02
   (d) ...................................       7.06
314(a)................................... 4.03; 12.02
   (b) ...................................      10.02
   (c)(1) ................................      12.04
   (c)(2) ................................      12.04
   (c)(3) ................................        N.A.
   (e) ...................................      12.05
   (f) ...................................        N.A.
315(a) ...................................       7.01
   (b) ...................................7.05; 12.02
   (c) ...................................       7.01
   (d) ...................................       7.01
   (e) ...................................       6.11
316(a) (last sentence)....................       2.09
   (a)(1)(A) .............................       6.05
   (a)(1)(B) .............................       6.04
   (a)(2) ................................        N.A.
   (b) ...................................       6.07
   (c) ...................................       2.12
317(a)(1) ................................       6.08
   (a)(2) ................................       6.09
   (b) ...................................       2.04
318(a) ...................................      12.01
   (b) ...................................        N.A.
   (c) ...................................      12.01
</TABLE>


<PAGE>
N.A. means not applicable.

*This Cross Reference Table is not part of the Indenture.


<PAGE>

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                           Page
<S>                                                                                                         <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE...................................................     1

         Section 1.01.    Definitions...................................................................     1

         Section 1.02.    Other Definitions.............................................................    24

         Section 1.03.    Incorporation by Reference of Trust Indenture Act.............................    24

         Section 1.04.    Rules of Construction.........................................................    25

ARTICLE 2. THE NOTES  ..................................................................................    25

         Section 2.01.    Form and Dating...............................................................    25

         Section 2.02.    Execution and Authentication..................................................    26

         Section 2.03.    Registrar and Paying Agent....................................................    27

         Section 2.04.    Paying Agent to Hold Money in Trust...........................................    27

         Section 2.05.    Holder Lists..................................................................    28

         Section 2.06.    Transfer and Exchange ........................................................    28

         Section 2.07.    Replacement Notes ............................................................    41

         Section 2.08.    Outstanding Notes ............................................................    41

         Section 2.09.    Treasury Notes ...............................................................    42

         Section 2.10.    Temporary Notes ..............................................................    42

         Section 2.11.    Cancellation .................................................................    42

         Section 2.12.    Defaulted Interest ...........................................................    42

         Section 2.13.    Application of Proceeds ......................................................    43

ARTICLE 3. REDEMPTION AND PREPAYMENT ...................................................................    43

         Section 3.01.    Notices to Trustee ...........................................................    43

         Section 3.02.    Selection of Notes to Be Redeemed ............................................    43

         Section 3.03.    Notice of Redemption .........................................................    44

         Section 3.04.    Effect of Notice of Redemption ...............................................    44

         Section 3.05.    Deposit of Redemption Price ..................................................    44

         Section 3.06.    Notes Redeemed in Part .......................................................    45

         Section 3.07.    Optional Redemption ..........................................................    45

         Section 3.08.    Mandatory Redemption .........................................................    46

         Section 3.09.    Offer to Purchase by Application of Excess Proceeds ..........................    46

ARTICLE 4. COVENANTS ...................................................................................    47
</TABLE>


                                      -i-


<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>

                                                                                                         Page


         <S>                                                                                              <C>
         Section 4.01.   Payment of Notes ...............................................................  47

         Section 4.02.   Maintenance of Office or Agency ................................................  48

         Section 4.03.   Reports ........................................................................  48

         Section 4.04.   Compliance Certificate .........................................................  49

         Section 4.05.   Taxes ..........................................................................  50

         Section 4.06.   Stay, Extension and Usury Laws .................................................  50

         Section 4.07.   Restricted Payments ............................................................  50

         Section 4.08.   Dividend and Other Payment Restrictions Affecting Subsidiaries .................  53

         Section 4.09.   Incurrence of Indebtedness and Issuance of Preferred Stock .....................  54

         Section 4.10.   Asset Sales ....................................................................  57

         Section 4.11.   Transactions with Affiliates ...................................................  60

         Section 4.12.   Liens ..........................................................................  61

         Section 4.13.   Corporate Existence ............................................................  61

         Section 4.14.   [Intentionally Omitted] ........................................................  61

         Section 4.15.   Offer to Repurchase Upon Change of Control .....................................  61

         Section 4.16.   No Senior Subordinated Debt ....................................................  63

         Section 4.17.   Additional Subsidiary Guarantees ...............................................  63

         Section 4.18.   Limitation on Issuances of Equity Interests in Wholly-Owned Subsidiaries .......  63

         Section 4.19.   Payments for Consent ...........................................................  63

         Section 4.20.   Designation of Restricted and Unrestricted Subsidiaries ........................  64

         Section 4.21.   Notices of Events of Default ...................................................  64

ARTICLE 5. SUCCESSORS ...................................................................................  64

         Section 5.01.   Merger, Consolidation or Sale of Assets ........................................  64

         Section 5.02.   Successor Corporation Substituted ..............................................  65

ARTICLE 6. DEFAULTS AND REMEDIES ........................................................................  65

         Section 6.01.   Events of Default ..............................................................  65

         Section 6.02.   Acceleration ...................................................................  67

         Section 6.03.   Other Remedies .................................................................  68

         Section 6.04.   Waiver of Past Defaults ........................................................  68
</TABLE>

                                      -ii-

<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>

                                                                                                            Page


        <S>                                                                                                <C>
         Section 6.05.     Control by Majority ............................................................  69

         Section 6.06.     Limitation on Suits ............................................................  69

         Section 6.07.     Rights of Holders of Notes to Receive Payment ..................................  69

         Section 6.08.     Collection Suit by Trustee .....................................................  69

         Section 6.09.     Trustee May File Proofs of Claim ...............................................  70

         Section 6.10.     Priorities .....................................................................  70

         Section 6.11.     Undertaking for Costs ..........................................................  71

ARTICLE 7. TRUSTEE ........................................................................................  71

         Section 7.01.     Duties of Trustee ..............................................................  71

         Section 7.02.     Rights of Trustee ..............................................................  72

         Section 7.03.     Individual Rights of Trustee ...................................................  72

         Section 7.04.     Trustee's Disclaimer ...........................................................  73

         Section 7.05.     Notice of Defaults .............................................................  73

         Section 7.06.     Reports by Trustee to Holders of the Notes .....................................  73

         Section 7.07.     Compensation and Indemnity ....................................................   73

         Section 7.08.     Replacement of Trustee ........................................................   74

         Section 7.09.     Successor Trustee by Merger, etc. .............................................   75

         Section 7.10.     Eligibility; Disqualification .................................................   75

         Section 7.11.     Preferential Collection of Claims Against Company .............................   76

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE ......................................................   76

         Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance ......................   76

         Section 8.02.     Legal Defeasance and Discharge ................................................   76

         Section 8.03.     Covenant Defeasance ...........................................................   76

         Section 8.04.     Conditions to Legal or Covenant Defeasance ....................................   77

         Section 8.05.     Deposited Money and Government Securities to be Held in Trust; Other
                           Miscellaneous Provisions ......................................................   78

         Section 8.06.     Repayment to Company ..........................................................   79

         Section 8.07.     Reinstatement .................................................................   79

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER ..............................................................   79

         Section 9.01.     Without Consent of Holders of Notes ...........................................   79
</TABLE>


                                     -iii-



<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>
                                                                                                          Page

        <S>                                                                                               <C>

         Section 9.02.    With Consent of Holders of Notes ..............................................   80

         Section 9.03.    Compliance with Trust Indenture Act ...........................................   82

         Section 9.04.    Revocation and Effect of Consents .............................................   82

         Section 9.05.    Notation on or Exchange of Notes ..............................................   82

         Section 9.06.    Trustee to Sign Amendments, etc. ..............................................   82

ARTICLE 10. SUBORDINATION ...............................................................................   83

         Section 10.01.   Agreement to Subordinate ......................................................   83

         Section 10.02.   Liquidation; Dissolution; Bankruptcy ..........................................   83

         Section 10.03.   Default on Designated Senior Debt .............................................   84

         Section 10.04.   Acceleration of Notes .........................................................   84

         Section 10.05.   When Distribution Must Be Paid Over ...........................................   85

         Section 10.06.   Notice by Company .............................................................   85

         Section 10.07.   Subrogation ...................................................................   85

         Section 10.08.   Relative Rights ...............................................................   85

         Section 10.09.   Subordination May Not Be Impaired by Company ..................................   86

         Section 10.10.   Distribution or Notice to Representative ......................................   86

         Section 10.11.   Rights of Trustee and Paying Agent ............................................   86

         Section 10.12.   Authorization to Effect Subordination .........................................   87

         Section 10.13.   Amendments ....................................................................   87

ARTICLE 11. SUBSIDIARY GUARANTEES .......................................................................   87

         Section 11.01.   Guarantee .....................................................................   87

         Section 11.02.   Subordination of Subsidiary Guarantee .........................................   88

         Section 11.03.   Limitation on Guarantor Liability .............................................   88

         Section 11.04.   Execution and Delivery of Subsidiary Guarantee ................................   89

         Section 11.05.   Guarantors May Consolidate, etc., on Certain Terms ............................   89

         Section 11.06.   Releases Following Sale of Assets .............................................   90

ARTICLE 12. SATISFACTION AND DISCHARGE ..................................................................   91

         Section 12.01.   Satisfaction and Discharge ....................................................   91

         Section 12.02.   Application of Trust Money ....................................................   92

ARTICLE 13. MISCELLANEOUS ...............................................................................   92
</TABLE>
                                      -iv-



<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
<TABLE>
<CAPTION>



                                                                                                           Page
        <S>                                                                                                <C>
         Section 13.01.   Trust Indenture Act Controls ...................................................  92

         Section 13.02.   Notices ........................................................................  92

         Section 13.03.   Communication by Holders of Notes with Other Holders of Notes ..................  94

         Section 13.04.   Certificate and Opinion as to Conditions Precedent .............................  94

         Section 13.05.   Statements Required in Certificate or Opinion ..................................  94

         Section 13.06.   Rules by Trustee and Agents ....................................................  94

         Section 13.07.   No Personal Liability of Directors, Officers, Employees and Stockholders .......  95

         Section 13.08.   Governing Law ..................................................................  95

         Section 13.09.   Submission to Jurisdiction; Service of Process; Waiver of Jury Trial ...........  95

         Section 13.10.   No Adverse Interpretation of Other Agreements ..................................  95

         Section 13.11.   Successors .....................................................................  95

         Section 13.12.   Severability ...................................................................  96

         Section 13.13.   Counterpart Originals ..........................................................  96

         Section 13.14.   Table of Contents, Headings, etc ...............................................  96
</TABLE>

                                      -v-



<PAGE>

                               TABLE OF CONTENTS
                                  (continued)
<TABLE>


                                                                                        Page
                                                                                        ----
<S>               <C>                                                                   <C>
SCHEDULES

Schedule I        LIST OF GUARANTORS


EXHIBITS

Exhibit A-1       FORM OF NOTE
Exhibit A-2       FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E         FORM OF SUBSIDIARY GUARANTEE
Exhibit F         FORM OF SUPPLEMENTAL INDENTURE
</TABLE>

                                      -vi-



<PAGE>

     INDENTURE dated as of March 1, 2002 among Entravision Communications
Corporation, a Delaware corporation (the "Company"), the Guarantors listed on
Schedule I hereto (the "Guarantors"), and Union Bank of California, N.A., as
Trustee (the "Trustee").

     The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 8.125% Senior Subordinated Notes due 2009 (the Notes):

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01. Definitions.

     "144A Global Note" means a global note substantially in the form of Exhibit
A-1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

     "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, whether or
not such Indebtedness is incurred in connection with, or in contemplation of,
such other Person merging with or into, or becoming a Subsidiary of, such
specified Person and (ii) Indebtedness secured by a Lien encumbering any asset
acquired by such specified Person.

     "Acquisition Debt" means Indebtedness the proceeds of which are utilized
solely to (x) acquire all or substantially all of the assets or a majority of
the Voting Stock of an existing broadcasting business or station or (y) finance
an LMA (including to repay or refinance indebtedness or other obligations
incurred in connection with such acquisition or LMA, as the case may be, and to
pay related fees and expenses).

     "Additional Notes" means up to $75,000,000 aggregate principal amount of
Notes (other than the Initial Notes) issued under this Indenture in accordance
with Sections 2.02 and 4.09 hereof, as part of the same series as the Initial
Notes.

     "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person; provided, however, the existence of
Univision's rights under the Certificate of Incorporation or bylaws of the
Company as they exist on the date of the Indenture do not by themselves make
Univision an Affiliate if it would otherwise not be an Affiliate. For purposes
of this definition, "control," as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

                                        1

<PAGE>

     "Agent" means any Registrar, Paying Agent or co-registrar.

     "Applicable Procedures" means, with respect to any transfer or exchange of
or for beneficial interests in any Global Note, the rules and procedures of the
Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

     "Asset Sale" means:

          (1) the sale, lease, conveyance or other disposition of any assets or
     rights, other than in the ordinary course of business; provided that the
     sale, conveyance or other disposition of all or substantially all of the
     assets of the Company and its Subsidiaries taken as a whole will be
     governed by the provisions of this Indenture described in Sections 4.15
     and/or 5.01 and not by the provisions of Section 4.10; and

          (2) the issuance of Equity Interests in any of the Company's
     Restricted Subsidiaries or the sale of Equity Interests in any of its
     Restricted Subsidiaries.

          Notwithstanding the preceding, the following items will not be deemed
     to be Asset Sales:

          (1) any single transaction or series of related transactions that
     involves assets having a fair market value of $1,000,000 or less;

          (2) a transfer of assets between or among the Company and its
     Restricted Subsidiaries;

          (3) an issuance of Equity Interests by a Subsidiary to the Company or
     to another Restricted Subsidiary;

          (4) the sale or lease of equipment, inventory, accounts receivable or
     other assets in the ordinary course of business;

          (5) the sale and leaseback of any assets within 90 days of the
     acquisition thereof;

          (6) foreclosures on assets;

          (7) the disposition of equipment no longer used or useful in the
     business of such entity;

          (8) the sale or other disposition of cash or Cash Equivalents;

          (9) a Restricted Payment or Permitted Investment that is permitted by
     Section 4.07;

          (10) the licensing of intellectual property; and

          (11) the sale of the Company's interest in Channel 57, Inc., which
     owns KTCD-LP Channel 46 television station in San Diego, California
     ("Channel 57"), to Telemundo Network pursuant to the letter option
     agreement with Telemundo Network, as

                                        2

<PAGE>

     amended, to the extent that the option thereunder is exercised for at least
     the consideration set forth thereunder; provided that the cash Net Proceeds
     from such sale are subject to the provisions of Section 4.10.

          "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
     state law for the relief of debtors.

          "Bankruptcy-Proof Funds" means amounts with respect to which the
     Trustee has received an Opinion of Counsel to the effect that (1) the use
     of such amounts to make payments on the Notes would not violate Section
     362(a) of the Bankruptcy Code or that relief from the automatic stay
     provisions of such Section 362(a) would be available from the bankruptcy
     court and (2) payments of such amounts to the Noteholders would not be
     voidable as preferential payments under Section 547 of the Bankruptcy Code,
     should the Company become a debtor in proceedings commenced under the
     Bankruptcy Code.

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

          "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
     and Rule 13d-5 under the Exchange Act, except that in calculating the
     beneficial ownership of any particular "person" (as that term is used in
     Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have
     beneficial ownership of all securities that such "person" has the right to
     acquire by conversion or exercise of other securities, whether such right
     is currently exercisable or is exercisable only upon the occurrence of a
     subsequent condition. The terms "Beneficially Owns" and "Beneficially
     Owned" have a corresponding meaning.

          "Board of Directors" means:

          (1) with respect to a corporation, the board of directors of the
     corporation;

          (2) with respect to a partnership, the general partner of which is a
     corporation, the board of directors of the general partner of the
     partnership; and

          (3) with respect to any other Person, the board or committee of such
     Person having a similar function.

          "Broadcast Cash Flow" means net revenue less direct operating,
     selling, general and administrative expenses.

          "Broker-Dealer" has the meaning set forth in the Registration Rights
     Agreement.

         "Business Day" means any day other than a Legal Holiday.

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

         "Capital Stock" means:

                                        3



<PAGE>

          (1) in the case of a corporation, corporate stock;

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

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

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

     "Cash Equivalents" means (i) U.S. dollars; (ii) securities issued or
directly and fully guaranteed or insured by the U.S. government or any agency or
instrumentality of the U.S. government having maturities of not more than one
year from the date of acquisition; (iii) certificates of deposit and eurodollar
time deposits with maturities of one year or less from the date of acquisition,
bankers' acceptances with maturities not exceeding one year and overnight bank
deposits, in each case, with any lender party to the Credit Facility or any
domestic commercial bank having capital and surplus in excess of $500,000,000
and a Thomson Bank Watch Rating of B or better; (iv) repurchase obligations with
a term of not more than 30 days for underlying securities of the types described
in clauses (ii) and (iii) above entered into with any financial institution
meeting the qualifications specified in clause (iii) above; (v) commercial paper
having one of the two highest ratings obtainable from Moody's Investors Service,
Inc. or Standard & Poor's Rating Services and in each case maturing within one
year after the date of acquisition; and (vi) money market funds at least 95% of
the assets of which constitute Cash Equivalents of the kinds described in
clauses (i) through (v) of this definition.

     "Change of Control" means the occurrence of any of the following:

          (1) the direct or indirect sale, transfer, conveyance or other
     disposition (other than by way of merger or consolidation), in one or a
     series of related transactions, of all or substantially all of the
     properties or assets of the Company and its Restricted Subsidiaries, taken
     as a whole to any person (as that term is used in Section 13(d)(3) of the
     Exchange Act) other than a Principal or a Related Party of a Principal;

          (2) the adoption of a plan relating to the liquidation or dissolution
     of the Company;

          (3) the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that any
     person (as defined above), other than the Principal and their Related
     Parties and Univision, becomes the Beneficial Owner, directly or
     indirectly, of more than 50% of the Voting Stock of the Company, measured
     by voting power rather than number of shares;

          (4) the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that
     Univision becomes the Beneficial

                                        4

<PAGE>

     Owner, directly or indirectly, of more than 50% of the Voting Stock of the
     Company, measured by voting power and the number of shares; or

          (5) the first day on which a majority of the members of the Board of
     Directors of the Company are not Continuing Directors.

     "Clearstream" means Clearstream Banking, S.A.

     "Company" means Entravision Communications Corporation, and any and all
successors thereto.

     "Consolidated Cash Flow" means, with respect to any specified person for
any period, the Consolidated Net Income of such Person for such period plus:

          (1) an amount equal to any extraordinary loss plus any net loss,
     together with any related provision for taxes, realized by such Person or
     any of its Restricted Subsidiaries in connection with (a) an Asset Sale
     (including any sale and leaseback transaction), or (b) the disposition of
     any securities by such Person or any of its Restricted Subsidiaries, to the
     extent such losses were deducted in computing such Consolidated Net Income;
     plus

          (2) provision for taxes based on income or profits of such Person and
     its Restricted Subsidiaries for such period, to the extent that such
     provision for taxes was deducted in computing such Consolidated Net Income;
     plus

          (3) consolidated interest expense of such Person and its Restricted
     Subsidiaries for such period, whether paid or accrued and whether or not
     capitalized (including, without limitation, amortization of debt issuance
     costs and original issue discount, non-cash interest payments, the interest
     component of any deferred payment obligations, the interest component of
     all payments associated with Capital Lease Obligations, imputed interest
     with respect to obligations with respect to any sale and leaseback
     transaction, all fees, including but not limited to agency fees, letter of
     credit fees, commitment fees, commissions, discounts and other fees and
     charges incurred in respect of Indebtedness and net of the effect of all
     payments made or received pursuant to Hedging Obligations), to the extent
     that any such expense was deducted in computing such Consolidated Net
     Income, net of interest income earned on cash or cash equivalents for such
     period; plus

          (4) depreciation, amortization (including non-cash employee and
     officer equity compensation expenses, amortization of goodwill and other
     intangibles, amortization of programming costs (net of program payments
     made or to be made) and barter expenses, but excluding amortization of
     prepaid cash expenses that were paid in a prior period) and other non-cash
     expenses (excluding any such non-cash expense to the extent that it
     represents amortization of a prepaid cash expense that was paid in a prior
     period) of such Person and its Restricted Subsidiaries for such period to
     the extent that such depreciation, amortization and other non-cash expenses
     were deducted in computing such Consolidated Net Income; plus

                                        5


<PAGE>

          (5) any extraordinary or non-recurring expenses of such Person and the
     Restricted Subsidiaries for such period to the extent that such charges
     were deducted in computing such Consolidated Net Income; minus

          (6) non-cash items increasing such Consolidated Net Income for such
     period, other than the accrual of revenue in the ordinary course of
     business; minus

          (7) cash payments related to non-cash charges that increased
     Consolidated Cash Flow in any prior period; minus

          (8) barter revenues,

     in each case, on a consolidated basis and determined in accordance with
     GAAP.

     Notwithstanding the foregoing, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash expenses
of, a Restricted Subsidiary will be added to Consolidated Net Income to compute
the Company's Consolidated Cash Flow only to the extent that a corresponding
amount would be permitted at the date of determination to be dividended to the
Company by such Subsidiary without prior governmental approval (that has not
been obtained), and without direct or indirect restriction pursuant to the terms
of its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Subsidiary or
its stockholders.

     "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum, without duplication of:

          (1) the consolidated interest expense of such Person and the
     Restricted Subsidiaries for such period, whether paid or accrued
     (including, without limitation, amortization of original issue discount,
     non-cash interest payments, the interest component of any deferred payment
     obligations, the interest component of all payments associated with Capital
     Lease Obligations, imputed interest with respect to commissions, discounts
     and other fees and charges incurred in respect of letter of credit or
     bankers' acceptance financings, and net payments (if any) pursuant to
     Hedging Obligations);

          (2) the consolidated interest expense of such Person and the
     Restricted Subsidiaries that was capitalized during such period;

          (3) any interest expense on Indebtedness of another Person that is
     guaranteed by such Person or any of the Restricted Subsidiaries or secured
     by a Lien on assets of such Person or any of the Restricted Subsidiaries
     (whether or not such Guarantee or Lien is called upon); and

          (4) the product of:

               (a) all cash dividend payments (and non-cash dividend payments in
          the case of a Person that is a Restricted Subsidiary) on any series of
          Preferred Stock of such Person or any of the Restricted Subsidiaries,
          times

                                        6



<PAGE>

               (b) a fraction, the numerator of which is one and the denominator
          of which is one minus the then current combined federal, state and
          local statutory tax rate of such Person, expressed as a decimal, in
          each case, on a consolidated basis and in accordance with GAAP.

     "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

          (1) the Net Income of any Unrestricted Subsidiary will be excluded,
     whether or not distributed to the specified Person or a Restricted
     Subsidiary of the Person;

          (2) the Net Income of any Restricted Subsidiary will be excluded to
     the extent that the declaration or payment of dividends or similar
     distributions by that Restricted Subsidiary of that Net Income is not at
     the date of determination permitted without any prior governmental approval
     (that has not been obtained) or, directly or indirectly, by operation of
     the terms of its charter or any agreement, instrument, judgment, decree,
     order, statute, rule or governmental regulation applicable to that
     Restricted Subsidiary or its stockholders;

          (3) the Net Income, if any, of any Person acquired in a pooling of
     interests transaction for any period prior to the date of such acquisition
     will be excluded; and

          (4) the cumulative effect of a change in accounting principles will be
     excluded.

     "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who (i) was a member of or nominated to
such Board of Directors on the date of this Indenture; or (ii) was nominated for
election by either (a) one or more of the Principal or (b) the Board of
Directors of the Company, a majority of whom were members of or nominated to the
Board of Directors on the date of the Indenture or whose election or nomination
for election was previously approved by one or more of the Principals
beneficially owning at least in the aggregate 25% of the Voting Stock of the
Company (determined by reference to voting power and not number of shares held)
or such directors.

     "Corporate Trust Office" of the Trustee shall be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

     "Credit Agreement" means that certain Credit Agreement, dated as of
September 26, 2000, as amended from time to time, by and among the Company, as
borrower, the several banks and other lenders from time to time parties of the
Credit Agreement, as lenders, Union Bank of California, N.A., as arranging agent
for the lenders, Union Bank of California, N.A., as co-lead arranger and joint
book manager, Credit Suisse First Boston, as co-lead arranger, administrative
agent and joint book manager, The Bank of Nova Scotia, as syndication agent, and
Fleet National Bank, as document agent, and the lenders party thereto, including
any related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith,

                                        7

<PAGE>

as amended, modified, renewed, restated, refunded, replaced or refinanced from
time to time (including any increase in principal amount).

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

     "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

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

     "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A-1 hereto except that such Note shall not bear the
Global Note Legend and shall not have the Schedule of Exchanges of Interests in
the Global Note attached thereto.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

     "Designated Senior Debt" means (i) any Indebtedness outstanding under the
Credit Agreement; and (ii) any other Senior Debt permitted under this Indenture
the principal amount of which is $25,000,000 or more (or otherwise available
under a committed facility) and that has been designated by the Company or a
Guarantor as Designated Senior Debt.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, in each case at the option of the holder of the Capital Stock), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder of the Capital Stock, in whole or in part, on or prior to the date on
which the Notes mature. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the
Capital Stock have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a Change of Control or an Asset Sale will not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with the provisions of
Section 4.07.

     "Domestic Subsidiary" means any present and future Restricted Subsidiary of
the Company that was formed under the laws of the U.S. or any state of the U.S.
or the District of Columbia or that guarantees or otherwise provides direct
credit support for any Indebtedness of the Company, other than any Special
Purpose License Subsidiary.

                                        8



<PAGE>

     "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

     "Equity Offering" means an offering of Capital Stock (other than
Disqualified Stock) of the Company or one of its Subsidiaries, the net proceeds
of which are contributed to the Company, in each case to any Person that is not
an Affiliate of the Company, which offering results in at least $25,000,000 of
net aggregate proceeds to the Company.

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
system.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Exchange Notes" means the Notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

     "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

     "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

     "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement) in
existence on the date of this Indenture.

     "Existing Preferred Stock" means the 8 1/2% Series A mandatorily redeemable
convertible preferred stock of the Company pursuant to the Certificate of
Designations filed with the State of Delaware on August 4, 2000, as in effect on
the date of the Indenture.

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

     "Global Notes" means, individually and collectively, each of the Restricted
Global Notes and the Unrestricted Global Notes, substantially in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.

     "Global Note Legend" means the legend set forth in Section 2.06(g)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

     "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

                                       9



<PAGE>

     "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit and reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

     "Guarantors" means each of:

          (1) the Company's Domestic Subsidiaries on the date of this Indenture;

          (2) any other subsidiary of the Company that executes a Subsidiary
     Guarantee in accordance with the provisions of this Indenture,

and their respective successors and assigns.

     "Hedging Obligations" means, with respect to any specific Person, the
obligations of such Person under (i) interest rate swap agreements (but with
respect to swaps of fixed interest rates to floating interest rates, the
notional amount shall not exceed $100,000,000 in the aggregate), interest rate
cap agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in currency
exchange rates or interest rates.

     "Holder" means a Person in whose name a Note is registered.

     "IAI Global Note" means the global Note substantially in the form of
Exhibit A-1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors.

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

          (1) in respect of borrowed money;

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

          (3) in respect of banker's acceptances;

          (4) representing Capital Lease Obligations;

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

          (6) representing any Hedging Obligations (the amount of any such
     obligations to be equal at any time to the termination value of such
     agreement or arrangement giving rise to such obligation that would be
     payable by such Person at such time),

                                       10

<PAGE>

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. Except, "Indebtedness" of any
Person shall include Indebtedness described in the preceding paragraph, even if
such items would not appear as a liability upon a balance sheet of the specified
Person prepared in accordance with GAAP, if:

          (1) such Indebtedness is the obligation of a partnership or joint
     venture that is not a Restricted Subsidiary;

          (2) such Person or a Restricted Subsidiary of such Person is a general
     partner of a partnership or joint venture that is not a Restricted
     Subsidiary (a "General Partner"); and

          (3) there is recourse, by contract or operation of law, with respect
     to the payment of such Indebtedness to property or assets of such Person or
     a Restricted Subsidiary of such Person, and then such Indebtedness shall be
     included in an amount not to exceed:

               (a) the lesser of (i) the net assets of the General Partner and
          (ii) the amount of such obligations to the extent that there is
          recourse, by contract or operation of law, to the property or assets
          of such Person or a Restricted Subsidiary of such Person; or

               (b) if less than the amount determined pursuant to clause (a)
          immediately above, the actual amount of such Indebtedness that is
          recourse to such Person or a Restricted Subsidiary of such Person, if
          the Indebtedness is evidenced by a writing and is for a determinable
          amount and the related interest expense shall be included in
          Consolidated Interest Expense to the extent actually paid by the
          Company or its Restricted Subsidiary.

In addition, the term "Indebtedness" includes all Indebtedness of others secured
by a Lien on any asset of the specified Person (whether or not such Indebtedness
is assumed by the specified Person) and, to the extent not otherwise included,
the Guarantee by the specified Person of any indebtedness of any other Person;
provided that Indebtedness shall not include the pledge of the Capital Stock of
an Unrestricted Subsidiary securing Non-Recourse Debt of that Unrestricted
Subsidiary; and, provided further, in no event shall the Existing Preferred
Stock (including all accrued dividends thereon and liquidation payment
obligations) be deemed Indebtedness.

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

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

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

     "Indenture" means this Indenture, as amended or supplemented from time to
time.

                                       11

<PAGE>

     "Indirect Participant" means a Person who holds a beneficial interest in a
Global Note through a Participant.

     "Initial Notes" means the first $225,000,000 aggregate principal amount of
Notes issued under this Indenture on the date hereof.

     "Institutional Accredited Investor" means an institution that is an
accredited investor as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation
D under the Securities Act, who are not also QIBs.

     "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Subsidiary sells or otherwise disposes of any Equity Interests of any
direct or indirect Subsidiary such that, after giving effect to any such sale or
disposition, such Person is no longer a Subsidiary of the Company, the Company
will be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Subsidiary not sold or disposed of in an amount determined as provided in the
final paragraph of Section 4.07.

     "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of Los Angeles or at a place of payment are authorized
by law, regulation or executive order to remain closed. If a payment date is a
Legal Holiday at a place of payment, payment may be made at that place on the
next succeeding day that is not a Legal Holiday, and no interest shall accrue on
such payment for the intervening period.

     "Letter of Transmittal" means the letter of transmittal to be prepared by
the Company and sent to all Holders of the Notes for use by such Holders in
connection with the Exchange Offer.

     "Leverage Ratio" means the ratio of (i) the aggregate outstanding amount of
Indebtedness of each of the Company and the Restricted Subsidiaries as of the
last day of the most recently ended fiscal quarter for which financial
statements are internally available as of the date of calculation on a
consolidated basis in accordance with GAAP (subject to the terms described in
the next paragraph) plus the aggregate liquidation preference of all outstanding
Disqualified Stock of the Company and Preferred Stock of the Restricted
Subsidiaries (except Preferred Stock issued to the Company or a Restricted
Subsidiary) as of the last day of such fiscal quarter to (ii) the aggregate
Consolidated Cash Flow of the Company for the last four full fiscal quarters for
which financial statements are internally available ending on or prior to the
date of determination (the "Reference Period").

     For purposes of this definition, the aggregate outstanding principal amount
of Indebtedness of the Company and the Restricted Subsidiaries and the aggregate
liquidation preference of all outstanding Preferred Stock of the Restricted
Subsidiaries for which such calculation is made shall be determined on a pro
forma basis as if the Indebtedness and Preferred

                                       12

<PAGE>

Stock giving rise to the need to perform such calculation had been incurred and
issued and the proceeds therefrom had been applied, and all other transactions
in respect of which such Indebtedness is being incurred or Preferred Stock is
being issued had occurred, on the first day of such Reference Period. In
addition to the foregoing, for purposes of this definition, the Leverage Ratio
shall be calculated on a pro forma basis after giving effect to (i) the
incurrence of the Indebtedness of such Person and the Restricted Subsidiaries
and the issuance of the Preferred Stock of such Subsidiaries (and the
application of the proceeds therefrom) giving rise to the need to make such
calculation and any incurrence (and the application of the proceeds therefrom)
or repayment of other Indebtedness or Preferred Stock, at any time subsequent to
the beginning of the Reference Period and on or prior to the date of
determination (including any such incurrence or issuance which is the subject of
an Incurrence Notice delivered to the Trustee during such period pursuant to
clause (xii) of the definition of Permitted Debt), as if such incurrence or
issuance (and the application of the proceeds thereof), or the repayment, as the
case may be, occurred on the first day of the Reference Period (except that, in
making such computation, the amount of Indebtedness under any revolving credit
facility shall be computed based upon the average balance of such Indebtedness
at the end of each month during such period) and (ii) any acquisition at any
time on or subsequent to the first day of the Reference Period and on or prior
to the date of determination (including any such incurrence or issuance which is
the subject of an Incurrence Notice delivered to the Trustee during such period
pursuant to clause (xii) of the definition of Permitted Debt), as if such
acquisition (including the incurrence, assumption or liability for any such
Indebtedness and the issuance of such Preferred Stock and also including any
Consolidated Cash Flow associated with such acquisition) occurred on the first
day of the Reference Period giving pro forma effect to any non-recurring
expenses, non-recurring costs and cost reductions within the first year after
such acquisition the Company reasonably anticipates in good faith, if the
Company delivers to the Trustee an officer's certificate executed by the chief
financial or accounting officer of the Company certifying to and describing and
quantifying with reasonable specificity such non-recurring expenses,
non-recurring costs and cost reductions. Furthermore, in calculating
Consolidated Interest Expense for purposes of the calculation of Consolidated
Cash Flow, (a) interest on Indebtedness determined on a fluctuating basis as of
the date of determination (including Indebtedness actually incurred on the date
of the transaction giving rise to the need to calculate the Leverage Ratio) and
which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness as in effect on the date of determination and (b) notwithstanding
(a) above, interest determined on a fluctuating basis, to the extent such
interest is covered by Hedging Obligations, shall be deemed to accrue at the
rate per annum resulting after giving effect to the operation of such
agreements.

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

     "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

                                       13

<PAGE>

     "LMA" means a local marketing arrangement, joint sales agreement, time
brokerage agreement, shared services agreement, management agreement or similar
arrangement pursuant to which a Person, subject to customary preemption rights
and other limitations (i) obtains the right to sell a portion of the advertising
inventory of a radio or television broadcasting station of which a third party
is the licensee, (ii) obtains the right to exhibit programming and sell
advertising time during a portion of the air time of a radio or television
station or (iii) manages a portion of the operations of a radio or television
station.

     "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of Preferred Stock dividends, excluding, however, (i) any
gain (but not loss), together with any related provision for taxes on such gain
(but not loss), realized in connection with (a) any Asset Sale, or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of Indebtedness of such Person or any of its
Restricted Subsidiaries; and (ii) any extraordinary gain (but not loss),
together with any related provision for taxes on such extraordinary gain (but
not loss).

     "Net Proceeds" means the aggregate cash proceeds received by the Company or
any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of (i) the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, (ii) taxes paid or payable as a result
of the Asset Sale, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (iii) amounts required
to be applied to the repayment of Indebtedness, other than Senior Debt secured
by a Lien on the asset or assets that were the subject of such Asset Sale and
(iv) any reserve for adjustment in respect of the sale price of such asset or
assets established in accordance with GAAP.

     "Non-Recourse Debt" means Indebtedness:

          (1) as to which neither the Company, the Guarantors, nor any of the
     Restricted Subsidiaries (a) provides credit support of any kind (including
     any undertaking, agreement or instrument that would constitute
     Indebtedness), (b) is directly or indirectly liable as a guarantor or
     otherwise, or (c) constitutes the lender; and

          (2) no default with respect to which (including any rights that the
     holders of the Indebtedness may have to take enforcement action against an
     Unrestricted Subsidiary) would permit upon notice, lapse of time, or both,
     any holder of any other Indebtedness (other than the Notes) of the Company,
     the Guarantors, or any of the Restricted Subsidiaries to declare a default
     on such other Indebtedness or cause the payment of the Indebtedness to be
     accelerated or payable prior to its stated maturity.

     "Non-U.S. Person" means a Person who is not a U.S. Person.

                                       14

<PAGE>

     "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes, the Additional Notes and the Exchange Notes shall be treated
as a single class for all purposes under this Indenture.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness and in all cases whether direct or
indirect, absolute or contingent, now outstanding or hereafter created, assumed
or incurred and including, without limitation, interest accruing subsequent to
the filing of a petition in bankruptcy or the commencement of any insolvency,
reorganization or similar proceedings at the rate provided in the relevant
documentation, whether or not an allowed claim, and any obligation to redeem or
defease any of the foregoing.

     "Offering" means the offering of the Notes by the Company.

     "Officer" means, with respect to any Person, the Chairman of the Board, the
Chief Executive Officer, the President, the Chief Operating Officer, the Chief
Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the
Secretary, any Assistant Secretary or any Vice-President of such Person.

     "Officers' Certificate" means a certificate signed on behalf of the Company
by two Officers of the Company, one of whom must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Company, that meets the requirements of Section 13.05
hereof.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

     "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

     "Permitted Asset Swap" means, with respect to any Person, the substantially
concurrent exchange of assets of such Person (including Equity Interests of a
Restricted Subsidiary) for assets of another Person, which assets are useful to
the business of such aforementioned Person.

     "Permitted Business" means any business engaged in by the Company or its
Restricted Subsidiaries as of the Closing Date or any business reasonably
related, ancillary or complementary thereto.

     "Permitted Investments" means:

          (1) any Investment in the Company or in a Restricted Subsidiary;

          (2) any Investment in Cash Equivalents;

          (3) any Investment by the Company or any Restricted Subsidiary in a
     Person, if as a result of such Investment:

                                       15



<PAGE>

               (a) such Person becomes a Restricted Subsidiary of the Company;
          or

               (b) such Person is merged, consolidated or amalgamated with or
          into, or transfers or conveys substantially all of its assets to, or
          is liquidated into, the Company or a Restricted Subsidiary;

          (4) any Investment made as a result of the receipt of non-cash
     consideration from an Asset Sale that was made pursuant to and in
     compliance with Section 4.10;

          (5) any acquisition of assets (including Investments in Unrestricted
     Subsidiaries) solely in exchange for the issuance of Equity Interests
     (other than Disqualified Stock) of the Company;

          (6) notes and accounts receivable incurred in the ordinary course of
     business and any Investments received in compromise of obligations of such
     person incurred in the ordinary course of trade creditors or customers that
     were incurred in the ordinary course of business, including pursuant to any
     plan of reorganization or similar arrangement upon the bankruptcy or
     insolvency of any trade creditor or customer;

          (7) Hedging Obligations;

          (8) guarantees of loans to management incurred pursuant to clause
     (xiii) of the definition of Permitted Debt;

          (9) loans and advances to employees of the Company or any Restricted
     Subsidiary in the ordinary course of business not in excess of $2,000,000
     in aggregate principal amount at any time outstanding;

          (10) other Investments in any Person having an aggregate fair market
     value (measured on the date each such Investment was made and without
     giving effect to subsequent changes in value), when taken together with all
     other Investments made pursuant to this clause (10) that are at the time
     outstanding, not to exceed $25,000,000; or

          (11) Investments in connection with time brokerage and other similar
     agreements with independently owned broadcast properties, not to exceed
     $10,000,000.

     "Permitted Junior Securities" means (i) Equity Interests in the Company or,
subject to the provisions of the Credit Agreement, any Guarantor; or (ii) debt
securities that are subordinated to all Senior Debt and any debt securities
issued in exchange for Senior Debt to substantially the same extent as, or to a
greater extent than, the Notes and the Subsidiary Guarantees are subordinated to
Senior Debt under this Indenture.

     "Permitted Liens" means:

          (1) Liens of the Company and any Subsidiary securing Indebtedness and
     other Obligations under Credit Facilities that secure Senior Debt that was
     permitted by the terms of this Indenture to be incurred;

                                       16


<PAGE>

          (2) Liens in favor of the Company or the Guarantors;

          (3) Liens on property of a Person existing at the time such Person is
     merged with or into or consolidated with the Company or any Restricted
     Subsidiary of the Company; provided that such Liens were in existence prior
     to the contemplation of such merger or consolidation and do not extend to
     any assets other than those of the Person merged into or consolidated with
     the Company or the Restricted Subsidiary;

          (4) Liens on property existing at the time of acquisition of the
     property by the Company or any Restricted Subsidiary of the Company;
     provided that such Liens were in existence prior to the contemplation of
     such acquisition;

          (5) Liens to secure the performance of statutory obligations, surety
     or appeal bonds, performance bonds or other obligations of a like nature
     incurred in the ordinary course of business;

          (6) Liens to secure Indebtedness (including Capital Lease Obligations)
     permitted by clause (iv) of the second paragraph of Section 4.09 covering
     only the assets acquired with such Indebtedness;

          (7) Liens existing on the date of this Indenture;

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

          (9) Liens incurred in the ordinary course of business of the Company
     or any Restricted Subsidiary with respect to obligations that do not exceed
     $5,000,000 at any one time outstanding;

          (10) Liens on assets of Unrestricted Subsidiaries that secure Non-
     Recourse Debt of Unrestricted Subsidiaries;

          (11) Liens to secure Indebtedness that is pari passu in right of
     payment with the Notes, provided that the Notes are equally and ratably
     secured thereby;

          (12) Liens securing Permitted Refinancing Indebtedness where the Liens
     securing indebtedness being refinanced were permitted under this Indenture;

          (13) easements, rights-of-way, zoning and similar restrictions and
     other similar encumbrances or title defects incurred or imposed, as
     applicable, in the ordinary course of business and consistent with industry
     practices;

          (14) any interest or title of a lessor under any Capital Lease
     Obligation;

                                       17


<PAGE>

          (15) Liens securing reimbursement obligations with respect to
     commercial letters of credit which encumber documents and other property
     relating to letters of credit and products and proceeds thereof;

          (16) Liens encumbering deposits made to secure obligations arising
     from statutory, regulatory, contractual or warranty obligations, including
     rights of offset and set-off;

          (17) Liens securing Hedging Obligations which Hedging Obligations
     relate to Indebtedness that is otherwise permitted under this Indenture;

          (18) leases or subleases granted to others;

          (19) Liens under licensing agreements;

          (20) Liens arising from filing Uniform Commercial Code financing
     statements regarding leases;

          (21) judgment Liens not giving rise to an Event of Default;

          (22) Liens encumbering property of the Company or a Restricted
     Subsidiary consisting of carriers, warehousemen, mechanics, materialmen,
     repairmen and landlords, and other Liens arising by operation of law and
     incurred in the ordinary course of business for sums which are not overdue
     or which are being contested in good faith by appropriate proceedings and
     (if so contested) for which appropriate reserves with respect thereto have
     been established and maintained on the books of the Company or a Restricted
     Subsidiary in accordance with GAAP; and

          (23) Liens encumbering property of the Company or a Restricted
     Subsidiary incurred in the ordinary course of business in connection with
     workers' compensation, unemployment insurance, or other forms of
     governmental insurance or benefits, or to secure performance of bids,
     tenders, statutory obligations, leases, and contracts (other than for
     Indebtedness) entered into in the ordinary course of business of the
     Company or a Restricted Subsidiary.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

          (1) the principal amount (or accreted value, if applicable) of such
     Permitted Refinancing Indebtedness does not exceed the principal amount (or
     accreted value, if applicable) of the Indebtedness extended, refinanced,
     renewed, replaced, defeased or refunded (plus all accrued interest on the
     Indebtedness and the amount of all expenses and premiums incurred in
     connection therewith);

          (2) such Permitted Refinancing Indebtedness has a final maturity date
     later than the final maturity date of, and has a Weighted Average Life to
     Maturity equal to or

                                       18

<PAGE>

     greater than the Weighted Average Life to Maturity of, the Indebtedness
     being extended, refinanced, renewed, replaced, defeased or refunded;

          (3) if the Indebtedness being extended, refinanced, renewed, replaced,
     defeased or refunded is subordinated in right of payment to the Notes, such
     Permitted Refinancing Indebtedness has a final maturity date later than the
     final maturity date of, and is subordinated in right of payment to, the
     Notes on terms at least as favorable to the Holders of Notes as those
     contained in the documentation governing the Indebtedness being extended,
     refinanced, renewed, replaced, defeased or refunded; and

          (4) such Indebtedness is incurred by the Company or by the Restricted
     Subsidiary who is the obligor on the Indebtedness being extended,
     refinanced, renewed, replaced, defeased or refunded.

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

     "Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to the payment of
dividends, or as to the distribution of assets upon any voluntary or involuntary
liquidation or dissolution of such Person, over shares of any other class of
Capital Stock issued by such Person.

     "Principal" means Walter Ulloa, Philip Wilkinson and Paul Zevnik.

     "Private Placement Legend" means the legend set forth in Section 2.06(g)(i)
to be placed on all Notes issued under this Indenture except where otherwise
permitted by the provisions of this Indenture.

     "QIB" means a qualified institutional buyer as defined in Rule 144A.

     "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of March 12, 2002, by and among the Company, the Guarantors and the
other parties named on the signature pages thereof, as such agreement may be
amended, modified or supplemented from time to time, and, with respect to any
Additional Notes, one or more registration rights agreements between the Company
and the other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

     "Regulation S" means Regulation S promulgated under the Securities Act.

     "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

     "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A-1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued

                                       19

<PAGE>

in a denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Note upon expiration of the Restricted Period.

     "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A-2 hereto bearing the Private Placement Legend and deposited
with or on behalf of and registered in the name of the Depositary or its
nominee, issued in a denomination equal to the outstanding principal amount of
the Notes initially sold in reliance on Rule 903 of Regulation S.

     "Related Party" means:

          (1) any controlling stockholder, 80% (or more) owned Subsidiary, or
     immediate family member (in the case of an individual) of any Principal; or

          (2) any trust, corporation, partnership or other entity, the
     beneficiaries, stockholders, partners, owners or Persons beneficially
     holding an 80% or more controlling interest of which consist of any one or
     more Principal and/or such other Persons referred to in the immediately
     preceding clause (1).

     "Representative" means, as the case may be, a trustee, agent or
representative appointed for the holders of any Senior Debt under an agreement
to which such Senior Debt was issued.

     "Restricted Definitive Note" means a Definitive Note bearing the Private
Placement Legend.

     "Restricted Global Note" means a Global Note bearing the Private Placement
Legend.

     "Restricted Investment" means an Investment other than a Permitted
Investment.

     "Restricted Period" means the 40-day restricted period as defined in
Regulation S.

     "Restricted Subsidiary" means, all current and future Subsidiaries of the
Company, other than Unrestricted Subsidiaries.

     "Rule 144" means Rule 144 promulgated under the Securities Act.

     "Rule 144A" means Rule 144A promulgated under the Securities Act.

     "Rule 903" means Rule 903 promulgated under the Securities Act.

     "Rule 904" means Rule 904 promulgated under the Securities Act.

     "SEC" means the Securities and Exchange Commission.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Senior Debt" means (i) all Indebtedness of the Company or any Guarantor
outstanding under the Credit Facilities and all Hedging Obligations with respect
thereto, (ii) any other Indebtedness of the Company or any Guarantor permitted
to be incurred under the terms of this Indenture, unless the instrument under
which such Indebtedness is incurred expressly provides

                                       20

<PAGE>

that it is on a parity with or subordinated in right of payment to the Notes or
any Subsidiary Guarantee, and (iii) all Obligations with respect to the items
listed in the preceding clauses (i) and (ii). Notwithstanding anything to the
contrary in the preceding sentence, Senior Debt will not include (w) any
liability for federal, state, local or other taxes owed or owing by the Company,
(x) any intercompany Indebtedness of the Company or any of its Restricted
Subsidiaries to the Company or any of its Affiliates; (y) any trade payables; or
(z) the portion of any Indebtedness that is incurred in violation of this
Indenture.

     "Senior Guarantees" means the Guarantees, by certain subsidiaries of the
Company or any Subsidiary, of Obligations under the Credit Facilities.

     "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

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

     "Special Committee" means a special committee of the Board of Directors of
the Company, comprised of at least 6 members of the Board of Directors. A
majority of the members of such special committee will constitute a quorum, and
approval requires the majority vote of the entire committee.

     "Special Purpose License Subsidiary" means any Subsidiary of the Company
organized for the purpose of holding any current or future FCC broadcast
license. Each of the following conditions will apply to any Special Purpose
License Subsidiary: (i) all of the equity interest in the Special Purpose
License Subsidiary will be held by the Company, except that a Special Purpose
License Subsidiary organized as a partnership may have a nominal partnership
interest held by a Guarantor and except for Entravision Midland Holdings, LLC;
(ii) no Special Purpose License Subsidiary will (A) engage in any business or
activity other than holding licenses for stations, (B) own, lease or operate any
property or incur or suffer to exist any indebtedness or other obligation or
contingent liability, except any obligation to the FCC required as a condition
to the granting or maintenance of the broadcast license held by such Special
Purpose License Subsidiary, (C) sell or otherwise transfer any asset (including
the FCC license held by it) other than to the Company for no consideration or in
an Asset Sale permitted under the Indenture, (D) take any action that would
permit a lien to be placed on any asset held by it (including the FCC license
held by it), (E) dissolve or liquidate in whole or in part or (F) commence or
permit or consent to the commencement of any actions in bankruptcy or insolvency
except in a consolidated proceeding with the Company.

     "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and will not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

                                       21


<PAGE>

     "Subsidiary" means, with respect to any specified Person: (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of shares of Capital Stock entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers or
trustees of the corporation, association or other business entity is at the time
owned or controlled, directly or indirectly, by that Person or one or more of
the other Subsidiaries of that Person (or a combination thereof); and (ii) any
partnership (a) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (b) the only general
partners of which are that Person or one or more Subsidiaries of that Person (or
any combination thereof).

     "Subsidiary Guarantee" means the Guarantee by each Guarantor of the
Company's payment obligations under this Indenture and on the Notes, executed
pursuant to the provisions of this Indenture.

     "Term B Loan" means the Term B Loan under the Credit Agreement.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. (S)(S) 77aaa-77bbbb)
as in effect on the date on which this Indenture is qualified under the TIA.

     "Trust Officer," when used with respect to the Trustee, means any officer
within the corporate trust administration group of the Trustee (or any successor
group of the Trustee) or any other officer of the Trustee customarily performing
functions similar to those performed by any such officers and also means, with
respect to a particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity with the
particular subject.

     "Trustee" means the party named as such above until a successor replaces it
in accordance with the applicable provisions of this Indenture and thereafter
means the successor serving hereunder.

     "Univision" means Univision Communications, Inc., a Delaware corporation.

     "Unrestricted Global Note" means a permanent Global Note substantially in
the form of Exhibit A-1 attached hereto that bears the Global Note Legend and
that has the Schedule of Exchanges of Interests in the Global Note attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

     "Unrestricted Definitive Note" means one or more Definitive Notes that do
not bear and are not required to bear the Private Placement Legend.

     "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors or Special Committee thereof as an
Unrestricted Subsidiary pursuant to a resolution of the Board of Directors or
Special Committee thereof, but only to the extent that such Subsidiary:

                                       22


<PAGE>

          (1) has no Indebtedness other than Non-Recourse Debt;

          (2) is not party to any agreement, contract, arrangement or
     understanding with the Company or any Restricted Subsidiary unless the
     terms of any such agreement, contract, arrangement or understanding are no
     less favorable to the Company or such Restricted Subsidiary than those that
     might be obtained at the time from Persons who are not Affiliates of the
     Company;

          (3) is a Person with respect to which neither the Company nor any of
     the Restricted Subsidiaries has any direct or indirect obligation to
     maintain or preserve such Person's financial condition or to cause such
     Person to achieve any specified levels of operating results; and

          (4) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Company or any of the Restricted
     Subsidiaries.

     Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution or committee resolution giving effect to
such designation and an officers' certificate certifying that such designation
complied with the preceding conditions and was permitted by the terms of Section
4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it will thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted
Subsidiary as of such date and, if such Indebtedness is not permitted to be
incurred as of such date pursuant to Section 4.09, the Company will be in
default under such section. The Board of Directors or Special Committee of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of any outstanding Indebtedness of such
Unrestricted Subsidiary and such designation will only be permitted if (1) such
Indebtedness is permitted pursuant to Section 4.09 calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.

     "U.S. Person" means a U.S. person as defined in Rule 902(o) under the
Securities Act.

     "Voting Stock" of any Person as of any date means the Capital Stock of such
Person that is at the time entitled to vote in the election of the Board of
Directors of such Person.

     "Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing: (i) the sum of the
products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect of the Indebtedness,
by (b) the number of years (calculated to the nearest one-twelfth) that will
elapse between such date and the making of such payment, by (ii) the then
outstanding principal amount of such Indebtedness.

                                       23



<PAGE>

     "Wholly-Owned Restricted Subsidiary" of any specified Person means a
Restricted Subsidiary of such Person all of the outstanding Capital Stock or
other ownership interests of which (other than directors' qualifying shares)
will at the time be owned by such Person or by one or more Wholly-Owned
Restricted Subsidiaries of such Person.

Section 1.02. Other Definitions.
<TABLE>
<CAPTION>
                                                                    Defined in
         Term                                                        Section
         ----------------------------------------------------------------------
         <S>                                                         <C>
           Affiliate Transaction ................................      4.11
           Asset Sale Offer .....................................      3.09
           Authentication Order .................................      2.02
           Change of Control Offer ..............................      4.15
           Change of Control Payment ............................      4.15
           Change of Control Payment Date .......................      4.15
           Covenant Defeasance ..................................      8.03
           Event of Default .....................................      6.01
           Excess Proceeds ......................................      4.10
           Incur ................................................      4.09
           Incurrence Notice ....................................      4.09
           Legal Defeasance .....................................      8.02
           Offer Amount .........................................      3.09
           Offer Period .........................................      3.09
           Paying Agent .........................................      2.03
           Payment Blockage Notice ..............................     10.03
           Payment Default ......................................      6.01
           Permitted Debt .......................................      4.09
           Purchase Date ........................................      3.09
           Registrar ............................................      2.03
           Restricted Payments ..................................      4.07
</TABLE>


Section 1.03. Incorporation by Reference of Trust Indenture Act.

     Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture.

     The following TIA terms used in this Indenture have the following
meanings:

     "indenture securities" means the Notes;

     "indenture security Holder" means a Holder of a Note;

     "indenture to be qualified" means this Indenture;

     "indenture trustee or institutional trustee" means the Trustee; and

                                       24

<PAGE>

     "obligor on the Notes and the Subsidiary Guarantees" means the Company and
     the Guarantors, respectively, and any successor obligor upon the Notes and
     the Subsidiary Guarantees, respectively.

All other terms used in this Indenture that are defined by the TIA, defined by
TIA reference to another statute or defined by SEC rule under the TIA have the
meanings so assigned to them.

Section 1.04. Rules of Construction.

     Unless the context otherwise requires:

          (a) a term has the meaning assigned to it;

          (b) an accounting term not otherwise defined has the meaning assigned
     to it in accordance with GAAP;

          (c) or is not exclusive;

          (d) words in the singular include the plural, and in the plural
     include the singular;

          (e) provisions apply to successive events and transactions; and

          (f) references to sections of or rules under the Securities Act shall
     be deemed to include substitute, replacement of successor sections or rules
     adopted by the SEC from time to time.

                                   ARTICLE 2.
                                    THE NOTES

Section 2.01. Form and Dating.

     (a) General. The Notes and the Trustee's certificate of authentication
         -------
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

     The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

     (b) Global Notes. Notes issued in global form shall be substantially in the
         ------------
form of Exhibit A-1 or A-2 attached hereto (including the Global Note Legend
thereon and the Schedule of Exchanges of Interests in the Global Note attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A-1 attached hereto (but without the Global Note

                                       25

<PAGE>

Legend thereon and without the Schedule of Exchanges of Interests in the Global
Note attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

     (c) Temporary Global Notes. Notes offered and sold in reliance on
         ----------------------
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its Los Angeles office, as custodian
for the Depositary, and registered in the name of the Depositary or the nominee
of the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period shall be terminated upon
the receipt by the Trustee of (i) a written certificate from the Depositary,
together with copies of certificates from Euroclear and Clearstream certifying
that they have received certification of non-United States beneficial ownership
of 100% of the aggregate principal amount of the Regulation S Temporary Global
Note (except to the extent of any beneficial owners thereof who acquired an
interest therein during the Restricted Period pursuant to another exemption from
registration under the Securities Act and who will take delivery of a beneficial
ownership interest in a 144A Global Note or an IAI Global Note bearing a Private
Placement Legend, all as contemplated by Section 2.06(a)(ii) hereof), and (ii)
an Officers' Certificate from the Company. Following the termination of the
Restricted Period, beneficial interests in the Regulation S Temporary Global
Note shall be exchanged for beneficial interests in Regulation S Permanent
Global Notes pursuant to the Applicable Procedures. Simultaneously with the
authentication of Regulation S Permanent Global Notes, the Trustee shall cancel
the Regulation S Temporary Global Note. The aggregate principal amount of the
Regulation S Temporary Global Note and the Regulation S Permanent Global Notes
may from time to time be increased or decreased by adjustments made on the
records of the Trustee and the Depositary or its nominee, as the case may be, in
connection with transfers of interest as hereinafter provided.

     (d) Euroclear and Clearstream Procedures Applicable. The provisions of the
         ------------------------------------------------
Operating Procedures of the Euroclear System and Terms and Conditions Governing
Use of Euroclear and the General Terms and Conditions of Clearstream and
Customer Handbook of Clearstream shall be applicable to transfers of beneficial
interests in the Regulation S Temporary Global Note and the Regulation S
Permanent Global Notes that are held by Participants through Euroclear or
Clearstream.

Section 2.02. Execution and Authentication.

     Two Officers shall sign the Notes for the Company by manual or facsimile
signature. The Company's seal shall be reproduced on the Notes and may be in
facsimile form.

                                       26

<PAGE>

     If an Officer whose signature is on a Note no longer holds that office at
the time a Note is authenticated, the Note shall nevertheless be valid.

     A Note shall not be valid until authenticated by the manual signature of
the Trustee. Such signature shall be conclusive evidence that the Note has been
authenticated under this Indenture.

     The Trustee shall, upon a written order of the Company signed by two
Officers (an Authentication Order), authenticate Notes for original issue up to
the aggregate principal amount stated in paragraph 4 of the Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed such amount
except as provided in Section 2.07 hereof.

     The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with Holders or an Affiliate of the Company.

Section 2.03. Registrar and Paying Agent.

     The Company shall maintain an office or agency where Notes may be presented
for registration of transfer or for exchange ("Registrar") and an office or
agency where Notes may be presented for payment ("Paying Agent"). The Registrar
shall keep a register of the Notes and of their transfer and exchange. The
Company may appoint one or more co-registrars and one or more additional paying
agents. The term "Registrar" includes any co-registrar and the term "Paying
Agent" includes any additional paying agent. The Company may change any Paying
Agent or Registrar without notice to any Holder. The Company shall notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

     The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

     The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04. Paying Agent to Hold Money in Trust.

     The Company shall require each Paying Agent other than the Trustee to agree
in writing that the Paying Agent will hold in trust for the benefit of Holders
or the Trustee all money held by the Paying Agent for the payment of principal,
premium or Liquidated Damages, if any, or interest on the Notes, and will notify
the Trustee of any default by the Company in making any such payment. While any
such default continues, the Trustee may require a Paying Agent to pay all money
held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary) shall have no further
liability for the money. If the Company or a Subsidiary acts as Paying Agent, it
shall segregate and hold in a separate trust

                                       27

<PAGE>

fund for the benefit of the Holders all money held by it as Paying Agent. Upon
any bankruptcy or reorganization proceedings relating to the Company, the
Trustee shall serve as Paying Agent for the Notes.

Section 2.05. Holder Lists.

     The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA (S) 312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA (S) 312(a).

Section 2.06. Transfer and Exchange.

     (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Definitive Notes and delivers a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Temporary Global Note be exchanged by the Company for
Definitive Notes prior to (x) the expiration of the Restricted Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act. Upon the occurrence of either of the
preceding events in (i) or (ii) above, Definitive Notes shall be issued in such
names as the Depositary shall instruct the Trustee. Global Notes also may be
exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange for, or in lieu
of, a Global Note or any portion thereof, pursuant to this Section 2.06 or
Section 2.07 or 2.10 hereof, shall be authenticated and delivered in the form
of, and shall be, a Global Note. A Global Note may not be exchanged for another
Note other than as provided in this Section 2.06(a); however, beneficial
interests in a Global Note may be transferred and exchanged as provided in
Section 2.06(b), (c) or (f) hereof.

     (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The
transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                                       28


<PAGE>

          (i) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Regulation S Temporary Global Note may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser). Beneficial interests in any Unrestricted Global
     Note may be transferred to Persons who take delivery thereof in the form of
     a beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) above, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Note shall be registered to effect the transfer
     or exchange referred to in (1) above; provided that in no event shall
     Definitive Notes be issued upon the transfer or exchange of beneficial
     interests in the Regulation S Temporary Global Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903 under the Securities Act.
     Upon consummation of an Exchange Offer by the Company in accordance with
     Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall
     be deemed to have been satisfied upon receipt by the Registrar of the
     instructions contained in the Letter of Transmittal delivered by the Holder
     of such beneficial interests in the Restricted Global Notes. Upon
     satisfaction of all of the requirements for transfer or exchange of
     beneficial interests in Global Notes contained in this Indenture and the
     Notes or otherwise applicable under the Securities Act, and upon receipt by
     the Trustee of an Opinion of Counsel, reasonably acceptable to the Trustee,
     with respect to such matters, if requested by the Trustee, the Trustee
     shall adjust the principal amount of the relevant Global Note(s) pursuant
     to Section 2.06(h) hereof.

          (iii) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(ii) above and the
     Registrar receives the following:

                                       29

<PAGE>

          (A) if the transferee will take delivery in the form of a beneficial
     interest in the 144A Global Note, then the transferor must deliver a
     certificate in the form of Exhibit B hereto, including the certifications
     in item (1) thereof;

          (B) if the transferee will take delivery in the form of a beneficial
     interest in the Regulation S Temporary Global Note or the Regulation S
     Permanent Global Note, then the transferor must deliver a certificate in
     the form of Exhibit B hereto, including the certifications in item (2)
     thereof; and

          (C) if the transferee will take delivery in the form of a beneficial
     interest in the IAI Global Note, then the transferor must deliver a
     certificate in the form of Exhibit B hereto, including the certifications
     and certificates and Opinion of Counsel required by item (3) thereof, if
     applicable.

     (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global
Note for Beneficial Interests in the Unrestricted Global Note. A beneficial
interest in any Restricted Global Note may be exchanged by any holder thereof
for a beneficial interest in an Unrestricted Global Note or transferred to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.06(b)(ii) above and:

          (A) such exchange or transfer is effected pursuant to the Exchange
     Offer in accordance with the Registration Rights Agreement and the holder
     of the beneficial interest to be transferred, in the case of an exchange,
     or the transferee, in the case of a transfer, certifies in the applicable
     Letter of Transmittal that it is not (1) a broker-dealer, (2) a Person
     participating in the distribution of the Exchange Notes or (3) a Person who
     is an affiliate (as defined in Rule 144) of the Company;

          (B) such transfer is effected pursuant to the Shelf Registration
     Statement in accordance with the Registration Rights Agreement;

          (C) such transfer is effected by a Broker-Dealer pursuant to the
     Exchange Offer Registration Statement in accordance with the Registration
     Rights Agreement; or

          (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Note, a certificate from such holder in the form of Exhibit C
               hereto, including the certifications in item (1)(a) thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate

                                       30


<PAGE>

               from such holder in the form of Exhibit B hereto, including the
               certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the Private Placement Legend are no longer required in order to
          maintain compliance with the Securities Act.

     If any such transfer is effected pursuant to subparagraph (B) or (D) above
at a time when an Unrestricted Global Note has not yet been issued, the Company
shall issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted
Global Notes in an aggregate principal amount equal to the aggregate principal
amount of beneficial interests transferred pursuant to subparagraph (B) or (D)
above.

     Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

     (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (i) Beneficial Interests in Restricted Global Notes to Restricted
     Definitive Notes. If any holder of a beneficial interest in a Restricted
     Global Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note or to transfer such beneficial interest to a Person who
     takes delivery thereof in the form of a Restricted Definitive Note, then,
     upon receipt by the Registrar of the following documentation:

               (A) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for a
          Restricted Definitive Note, a certificate from such holder in the form
          of Exhibit C hereto, including the certifications in item (2)(a)
          thereof;

               (B) if such beneficial interest is being transferred to a QIB in
          accordance with Rule 144A under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (1) thereof;

               (C) if such beneficial interest is being transferred to a
          Non-U.S. Person in an offshore transaction in accordance with Rule 903
          or Rule 904 under the Securities Act, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (2)
          thereof;

               (D) if such beneficial interest is being transferred pursuant to
          an exemption from the registration requirements of the Securities Act
          in accordance with Rule 144 under the Securities Act, a certificate to
          the effect set forth in Exhibit B hereto, including the certifications
          in item (3)(a) thereof;

                                       31



<PAGE>

               (E) if such beneficial interest is being transferred to an
          Institutional Accredited Investor in reliance on an exemption from the
          registration requirements of the Securities Act other than those
          listed in subparagraphs (B) through (D) above, a certificate to the
          effect set forth in Exhibit B hereto, including the certifications,
          certificates and Opinion of Counsel required by item (3) thereof, if
          applicable;

               (F) if such beneficial interest is being transferred to the
          Company or any of its Subsidiaries, a certificate to the effect set
          forth in Exhibit B hereto, including the certifications in item (3)(b)
          thereof; or

               (G) if such beneficial interest is being transferred pursuant to
          an effective registration statement under the Securities Act, a
          certificate to the effect set forth in Exhibit B hereto, including the
          certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive Note issued
in exchange for a beneficial interest in a Restricted Global Note pursuant to
this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be
subject to all restrictions on transfer contained therein.

          (ii) Beneficial Interests in Regulation S Temporary Global Note to
     Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
     beneficial interest in the Regulation S Temporary Global Note may not be
     exchanged for a Definitive Note or transferred to a Person who takes
     delivery thereof in the form of a Definitive Note prior to (x) the
     expiration of the Restricted Period and (y) the receipt by the Registrar of
     any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
     Securities Act, except in the case of a transfer pursuant to an exemption
     from the registration requirements of the Securities Act other than Rule
     903 or Rule 904.

          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
     Definitive Notes. A Holder of a beneficial interest in a Restricted Global
     Note may exchange such beneficial interest for an Unrestricted Definitive
     Note or may transfer such beneficial interest to a Person who takes
     delivery thereof in the form of an Unrestricted Definitive Note only if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder of such beneficial interest, in the case of an
          exchange, or the transferee, in the case of a transfer, certifies in
          the applicable Letter of Transmittal that it is not (1) a

                                       32

<PAGE>

          broker-dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Company;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                         (1) if the holder of such beneficial interest in a
                    Restricted Global Note proposes to exchange such beneficial
                    interest for a Definitive Note that does not bear the
                    Private Placement Legend, a certificate from such holder in
                    the form of Exhibit C hereto, including the certifications
                    in item (1)(b) thereof; or

                         (2) if the holder of such beneficial interest in a
                    Restricted Global Note proposes to transfer such beneficial
                    interest to a Person who shall take delivery thereof in the
                    form of a Definitive Note that does not bear the Private
                    Placement Legend, a certificate from such holder in the form
                    of Exhibit B hereto, including the certifications in item
                    (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

     (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(h) hereof, and the Company shall execute and the
Trustee shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the Depositary
and the Participant or Indirect Participant. The Trustee shall deliver such
Definitive Notes to the Persons in whose names such Notes are so registered. Any

                                       33

<PAGE>

Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iii) shall not bear the Private Placement Legend.

(d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

     (i) Restricted Definitive Notes to Beneficial Interests in Restricted
Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note or to transfer
such Restricted Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in a Restricted Global Note, then, upon receipt by
the Registrar of the following documentation:

          (A) if the Holder of such Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note, a
     certificate from such Holder in the form of Exhibit C hereto, including the
     certifications in item (2)(b) thereof;

          (B) if such Restricted Definitive Note is being transferred to a QIB
     in accordance with Rule 144A under the Securities Act, a certificate to the
     effect set forth in Exhibit B hereto, including the certifications in item
     (1) thereof;

          (C) if such Restricted Definitive Note is being transferred to a
     Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
     Rule 904 under the Securities Act, a certificate to the effect set forth in
     Exhibit B hereto, including the certifications in item (2) thereof;

          (D) if such Restricted Definitive Note is being transferred pursuant
     to an exemption from the registration requirements of the Securities Act in
     accordance with Rule 144 under the Securities Act, a certificate to the
     effect set forth in Exhibit B hereto, including the certifications in item
     (3)(a) thereof;

          (E) if such Restricted Definitive Note is being transferred to an
     Institutional Accredited Investor in reliance on an exemption from the
     registration requirements of the Securities Act other than those listed in
     subparagraphs (B) through (D) above, a certificate to the effect set forth
     in Exhibit B hereto, including the certifications, certificates and Opinion
     of Counsel required by item (3) thereof, if applicable;

          (F) if such Restricted Definitive Note is being transferred to the
     Company or any of its Subsidiaries, a certificate to the effect set forth
     in Exhibit B hereto, including the certifications in item (3)(b) thereof;
     or

          (G) if such Restricted Definitive Note is being transferred pursuant
     to an effective registration statement under the Securities Act, a
     certificate to the effect set forth in Exhibit B hereto, including the
     certifications in item (3)(c) thereof,

                                       34



<PAGE>

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, in the case of clause (C) above, the Regulation S Global Note,
and in all other cases, the IAI Global Note.

     (ii) Restricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes. A Holder of a Restricted Definitive Note may exchange such Note
for a beneficial interest in an Unrestricted Global Note or transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Note only if:

          (A) such exchange or transfer is effected pursuant to the Exchange
     Offer in accordance with the Registration Rights Agreement and the Holder,
     in the case of an exchange, or the transferee, in the case of a transfer,
     certifies in the applicable Letter of Transmittal that it is not (1) a
     broker-dealer, (2) a Person participating in the distribution of the
     Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)
     of the Company;

          (B) such transfer is effected pursuant to the Shelf Registration
     Statement in accordance with the Registration Rights Agreement;

          (C) such transfer is effected by a Broker-Dealer pursuant to the
     Exchange Offer Registration Statement in accordance with the Registration
     Rights Agreement; or

          (D) the Registrar receives the following:

                    (1) if the Holder of such Definitive Notes proposes to
               exchange such Notes for a beneficial interest in the Unrestricted
               Global Note, a certificate from such Holder in the form of
               Exhibit C hereto, including the certifications in item (1)(c)
               thereof; or

                    (2) if the Holder of such Definitive Notes proposes to
               transfer such Notes to a Person who shall take delivery thereof
               in the form of a beneficial interest in the Unrestricted Global
               Note, a certificate from such Holder in the form of Exhibit B
               hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Registrar so
requests or if the Applicable Procedures so require, an Opinion of Counsel in
form reasonably acceptable to the Registrar to the effect that such exchange or
transfer is in compliance with the Securities Act and that the restrictions on
transfer contained herein and in the Private Placement Legend are no longer
required in order to maintain compliance with the Securities Act.

                                       35


<PAGE>

          Upon satisfaction of the conditions of any of the subparagraphs in
     this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
     increase or cause to be increased the aggregate principal amount of the
     Unrestricted Global Note.

          (iii) Unrestricted Definitive Notes to Beneficial Interests in
     Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
     exchange such Note for a beneficial interest in an Unrestricted Global Note
     or transfer such Definitive Notes to a Person who takes delivery thereof in
     the form of a beneficial interest in an Unrestricted Global Note at any
     time. Upon receipt of a request for such an exchange or transfer, the
     Trustee shall cancel the applicable Unrestricted Definitive Note and
     increase or cause to be increased the aggregate principal amount of one of
     the Unrestricted Global Notes.

          If any such exchange or transfer from a Definitive Note to a
     beneficial interest is effected pursuant to subparagraphs (ii)(B), (ii)(D)
     or (iii) above at a time when an Unrestricted Global Note has not yet been
     issued, the Company shall issue and, upon receipt of an Authentication
     Order in accordance with Section 2.02 hereof, the Trustee shall
     authenticate one or more Unrestricted Global Notes in an aggregate
     principal amount equal to the principal amount of Definitive Notes so
     transferred.

     (e) Transfer and Exchange of Definitive Notes for Definitive Notes. Upon
         --------------------------------------------------------------
request by a Holder of Definitive Notes and such Holder's compliance with the
provisions of this Section 2.06(e), the Registrar shall register the transfer or
exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder shall present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

          (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A) if the transfer will be made pursuant to Rule 144A under the
          Securities Act, then the transferor must deliver a certificate in the
          form of Exhibit B hereto, including the certifications in item (1)
          thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule
          904, then the transferor must deliver a certificate in the form of
          Exhibit B hereto, including the certifications in item (2) thereof;
          and

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications, certificates and Opinion of Counsel
          required by item (3) thereof, if applicable.

                                       36



<PAGE>

          (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a broker-dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Company;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                         (1) if the Holder of such Restricted Definitive Notes
                    proposes to exchange such Notes for an Unrestricted
                    Definitive Note, a certificate from such Holder in the form
                    of Exhibit C hereto, including the certifications in item
                    (1)(d) thereof; or

                         (2) if the Holder of such Restricted Definitive Notes
                    proposes to transfer such Notes to a Person who shall take
                    delivery thereof in the form of an Unrestricted Definitive
                    Note, a certificate from such Holder in the form of Exhibit
                    B hereto, including the certifications in item (4) thereof;

         and, in each such case set forth in this subparagraph (D), if the
         Registrar so requests, an Opinion of Counsel in form reasonably
         acceptable to the Company to the effect that such exchange or transfer
         is in compliance with the Securities Act and that the restrictions on
         transfer contained herein and in the Private Placement Legend are no
         longer required in order to maintain compliance with the Securities
         Act.

               (iii) Unrestricted Definitive Notes to Unrestricted Definitive
          Notes. A Holder of Unrestricted Definitive Notes may transfer such
          Notes to a Person who takes delivery thereof in the form of an
          Unrestricted Definitive Note. Upon receipt of a request to register
          such a transfer, the Registrar shall register the Unrestricted
          Definitive Notes pursuant to the instructions from the Holder thereof.

     (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance
         --------------
with the Registration Rights Agreement, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.02, the Trustee
shall authenticate (i) one or

                                       37

<PAGE>

more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of the beneficial interests in the Restricted Global Notes
tendered for acceptance by Persons that certify in the applicable Letters of
Transmittal that (x) they are not Broker-Dealers, (y) they are not participating
in a distribution of the Exchange Notes and (z) they are not affiliates (as
defined in Rule 144) of the Company, and accepted for exchange in the Exchange
Offer and (ii) Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for exchange in the
Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall
cause the aggregate principal amount of the applicable Restricted Global Notes
to be reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Definitive Notes in the appropriate principal amount.

     (g) Legends. The following legends shall appear on the face of all Global
         -------
Notes and Definitive Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture.

          (i) Private Placement Legend.

               (A) Except as permitted by subparagraph (B) below, each Global
          Note and each Definitive Note (and all Notes issued in exchange
          therefor or substitution thereof) shall bear the legend in
          substantially the following form:

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED BY THIS CERTIFICATE WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE SECURITIES
ACT. EACH PURCHASER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE: (1) BY ITS
ACQUISITION OF THE SECURITY REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THE SECURITY EVIDENCED BY THIS CERTIFICATE IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,
(C) IT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")
THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN
INSTITUTIONAL ACCREDITED INVESTOR; AND (2) IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A OR ANOTHER EXEMPTION UNDER THE SECURITIES
ACT. THE HOLDER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE AGREES FOR THE
BENEFIT OF THE COMPANY AND THE GUARANTORS THAT (X) THIS SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER
REASONABY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (B) IN A TRANSACTION MEETING THE

                                       38

<PAGE>

REQUIREMENTS OF RULE 144A UNDER THE SECURITIES ACT, IF AVAILABLE, (C) OUTSIDE
THE UNITED STATES TO A PERSON THAT IS NOT A U.S. PERSON (AS DEFINED IN RULE 902
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL ACCREDITED
INVESTOR THAT IS PURCHASING AT LEAST $100,000 OF NOTES FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED INVESTOR (AND BASED UPON AN
OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2) TO THE COMPANY OR ANY OF ITS
SUBISIDIARIES OR (3) UNDER AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH
CASE, IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL, AND
EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE
SECURITY EVIDENCED BY THIS CERTIFICATE OF THE RESALE RESTRICTIONS DESCRIBED IN
(X) ABOVE. IN CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS
AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN
ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE
TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION
AS EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

               (B) Notwithstanding the foregoing, any Global Note or Definitive
          Note issued pursuant to subparagraphs (b)(iv), (c)(iii), (c)(iv),
          (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and
          all Notes issued in exchange therefor or substitution thereof) shall
          not bear the Private Placement Legend.

          (ii) Global Note Legend. Each Global Note shall bear a legend in
     substantially the following form:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

          (iii) Regulation S Temporary Global Note Legend. The Regulation S
     Temporary Global Note shall bear a legend in substantially the following
     form:


                                       39



<PAGE>

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

     (h) Cancellation and/or Adjustment of Global Notes. At such time as all
         ----------------------------------------------
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

     (i) General Provisions Relating to Transfers and Exchanges.
         ------------------------------------------------------

          (i) To permit registrations of transfers and exchanges, the Company
     shall execute and the Trustee shall authenticate Global Notes and
     Definitive Notes upon the Company's order or at the Registrar's request.

          (ii) No service charge shall be made to a holder of a beneficial
     interest in a Global Note or to a Holder of a Definitive Note for any
     registration of transfer or exchange, but the Company may require payment
     of a sum sufficient to cover any transfer tax or similar governmental
     charge payable in connection therewith (other than any such transfer taxes
     or similar governmental charge payable upon exchange or transfer pursuant
     to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

          (iii) The Registrar shall not be required to register the transfer of
     or exchange any Note selected for redemption in whole or in part, except
     the unredeemed portion of any Note being redeemed in part.

          (iv) All Global Notes and Definitive Notes issued upon proper
     registration of transfer or exchange of Global Notes or Definitive Notes
     shall be the valid obligations of the Company, evidencing the same debt,
     and entitled to the same benefits under this Indenture, as the Global Notes
     or Definitive Notes surrendered upon such registration of transfer or
     exchange.

          (v) The Company shall not be required (A) to issue, to register the
     transfer of or to exchange any Notes during a period beginning at the
     opening of business 15 days

                                       40

<PAGE>

     before the day of any selection of Notes for redemption under Section 3.02
     hereof and ending at the close of business on the day of selection, (B) to
     register the transfer of or to exchange any Note so selected for redemption
     in whole or in part, except the unredeemed portion of any Note being
     redeemed in part or (C) to register the transfer of or to exchange a Note
     between a record date and the next succeeding Interest Payment Date.

          (vi) Prior to due presentment for the registration of a transfer of
     any Note, the Trustee, any Agent and the Company may deem and treat the
     Person in whose name any Note is registered as the absolute owner of such
     Note for the purpose of receiving payment of principal of and interest on
     such Notes and for all other purposes (subject to the provisions of the
     Notes for record dates), and none of the Trustee, any Agent or the Company
     shall be affected by notice to the contrary.

          (vii) The Trustee shall authenticate Global Notes and Definitive Notes
     in accordance with the provisions of Section 2.02 hereof.

          (viii) All certifications, certificates and Opinions of Counsel
     required to be submitted to the Registrar pursuant to this Section 2.06 to
     effect a registration of transfer or exchange may be submitted by
     facsimile.

Section 2.07.  Replacement Notes.

     If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

     Every replacement Note is an additional obligation of the Company and shall
be entitled to all of the benefits of this Indenture equally and proportionately
with all other Notes duly issued hereunder.

Section 2.08.  Outstanding Notes.

     The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section as
not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof.

     If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

                                       41



<PAGE>

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.09.     Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Person directly or indirectly controlling or controlled by or
under direct or indirect common control with the Company, shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10.     Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Company
considers appropriate for temporary Notes and as shall be reasonably acceptable
to the Trustee. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Notes in exchange for temporary Notes.

         Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11.     Cancellation.
                  ------------

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

Section 2.12.     Defaulted Interest.
                  ------------------

         If the Company defaults in a payment of interest on the Notes, the
Company shall pay the defaulted interest in any lawful manner plus, to the
extent lawful, interest payable on the defaulted interest, to the Persons who
are Holders on a subsequent special record date, in each case at the rate
provided in the Notes and in Section 4.01 hereof. The Company shall notify the
Trustee in writing of the amount of defaulted interest proposed to be paid on
each Note and the date of the proposed payment. The Company shall fix or cause
to be fixed each such special record date and payment date, provided that no
such special record date shall be less than 10

                                       42

<PAGE>

days prior to the related payment date for such defaulted interest. At least 15
days before the special record date, the Company (or, upon the written request
of the Company, the Trustee in the name and at the expense of the Company) shall
mail or cause to be mailed to Holders a notice that states the special record
date, the related payment date and the amount of such interest to be paid.

Section 2.13.     Application of Proceeds.
                  -----------------------

         Upon receipt of payment for the Initial Notes when the same shall be
sold to the initial purchasers thereof, the proceeds of such sale (net of
certain fees) in the amount of $219,375,000.00 shall be paid to the Trustee,
$199,460,187.50 shall be applied to the repayment of the Term B Loan, and
$19,914,812.50 shall be distributed to the Company, each in accordance with
instructions from the Company which shall be executed by an authorized Officer
of the Company and which shall set forth the amounts and relevant wire
instructions. Upon receipt of such funds, the Trustee shall disburse such funds
to the lenders under the Term B Loan for the purpose of paying off such Term B
Loan in accordance with instructions from the Company as described in the
preceding sentence.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it shall furnish to the Trustee,
at least 45 days, or such shorter period to which the Trustee may consent, but
not more than 75 days before a redemption date, an Officers' Certificate setting
forth (i) the clause of this Indenture pursuant to which the redemption shall
occur, (ii) the redemption date, (iii) the principal amount of Notes to be
redeemed and (iv) the redemption price.

Section 3.02.     Selection of Notes to Be Redeemed.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

                                       43



<PAGE>

Section 3.03.     Notice of Redemption.

     Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address.

     The notice shall identify the Notes to be redeemed and shall state:

     (a) the redemption date;

     (b) the redemption price;

     (c) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note;

     (d) the name and address of the Paying Agent;

     (e) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price;

     (f) that, unless the Company defaults in making such redemption payment,
interest on Notes called for redemption ceases to accrue on and after the
redemption date;

     (g) the paragraph of the Notes and/or Section of this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

     (h) that no representation is made as to the correctness or accuracy of the
CUSIP number, if any, listed in such notice or printed on the Notes.

     At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
shall have delivered to the Trustee, at least 45 days, or such shorter period to
which the Trustee may consent, prior to the redemption date, an Officers'
Certificate requesting that the Trustee give such notice and setting forth the
information to be stated in such notice as provided in the preceding paragraph.

Section 3.04.     Effect of Notice of Redemption.

     Once notice of redemption is mailed in accordance with Section 3.03 hereof,
Notes called for redemption become irrevocably due and payable on the redemption
date at the redemption price. A notice of redemption may not be conditional.

Section 3.05.     Deposit of Redemption Price.

     As of 12:00 p.m. Eastern Time on the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
redemption price of and accrued interest on all Notes to be redeemed on that
date. The Trustee or the Paying Agent shall

                                       44

<PAGE>

promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued interest on, all Notes to be redeemed.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption date, interest shall cease to accrue on the Notes or
the portions of Notes called for redemption. If a Note is redeemed on or after
an interest record date but on or prior to the related interest payment date,
then any accrued and unpaid interest shall be paid to the Person in whose name
such Note was registered at the close of business on such record date. If any
Note called for redemption shall not be so paid upon surrender for redemption
because of the failure of the Company to comply with the preceding paragraph,
interest shall be paid on the unpaid principal, from the redemption date until
such principal is paid, and to the extent lawful on any interest not paid on
such unpaid principal, in each case at the rate provided in the Notes and in
Section 4.01 hereof.

Section 3.06.     Notes Redeemed in Part.

         Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

Section 3.07.     Optional Redemption.

(a) Except as set forth in clause (b) of this Section 3.07, the Company shall
not have the option pursuant to this Section 3.07 to redeem the Notes prior to
March 15, 2006. Thereafter, the Company shall have the option to redeem the
Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice,
at the redemption prices (expressed as percentages of principal amount) set
forth below plus accrued and unpaid interest and Liquidated Damages thereon to
the applicable redemption date, if redeemed during the twelve-month period
beginning on March 15 of each of the years indicated below:

<TABLE>
<CAPTION>
         Year                                     Percentage
         ----                                     ----------
         <S>                                      <C>
         2006 ..................................    104.063%
         2007 ..................................    102.031%
         2008 ..................................    100.000%
</TABLE>

     (b) Notwithstanding the provisions of clause (a) of this Section 3.07, at
any time prior to March 15, 2005, the Company may redeem Notes with the net
proceeds of one or more Equity Offerings at a redemption price equal to 108.125%
of the aggregate principal amount thereof; provided that at least 65% in
aggregate principal amount of the Notes originally issued remain outstanding
immediately after the occurrence of such redemption and that such redemption
occurs within 180 days of the date of the closing of such Equity Offering.

     (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of Section 3.01 through 3.06 hereof.

                                       45



<PAGE>

Section 3.08.     Mandatory Redemption.

     The Company shall not be required to make mandatory redemption or sinking
fund payments with respect to the Notes.

Section 3.09.     Offer to Purchase by Application of Excess Proceeds.

     In the event that, pursuant to Section 4.10 hereof, the Company shall be
required to commence an offer to all Holders to purchase Notes (an Asset Sale
Offer), it shall follow the procedures specified below.

     The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the Offer Period). No later than five
Business Days after the termination of the Offer Period (the Purchase Date), the
Company shall purchase the principal amount of Notes required to be purchased
pursuant to Section 4.10 hereof (the Offer Amount) or, if less than the Offer
Amount has been tendered, all Notes tendered in response to the Asset Sale
Offer. Payment for any Notes so purchased shall be made in the same manner as
interest payments are made.

     If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest shall
be paid to the Person in whose name a Note is registered at the close of
business on such record date, and no additional interest shall be payable to
Holders who tender Notes pursuant to the Asset Sale Offer.

     Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The Asset Sale Offer shall be made to all Holders. The notice, which
shall govern the terms of the Asset Sale Offer, shall state:

     (a) that the Asset Sale Offer is being made pursuant to this Section 3.09
and Section 4.10 hereof and the length of time the Asset Sale Offer shall remain
open;

     (b) the Offer Amount, the purchase price and the Purchase Date;

     (c) that any Note not tendered or accepted for payment shall continue to
accrete or accrue interest;

     (d) that, unless the Company defaults in making such payment, any Note
accepted for payment pursuant to the Asset Sale Offer shall cease to accrete or
accrue interest after the Purchase Date;

     (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may elect to have Notes purchased in integral multiples of $1,000
only;

     (f) that Holders electing to have a Note purchased pursuant to any Asset
Sale Offer shall be required to surrender the Note, with the form entitled
Option of Holder to Elect Purchase on the reverse of the Note completed, or
transfer by book-entry transfer, to the Company, a

                                       46

<PAGE>

depositary, if appointed by the Company, or a Paying Agent at the address
specified in the notice at least three days before the Purchase Date;

     (g) that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

     (h) that, if the aggregate principal amount of Notes surrendered by Holders
exceeds the Offer Amount, the Company shall select the Notes to be purchased on
a pro rata basis (with such adjustments as may be deemed appropriate by the
Company so that only Notes in denominations of $1,000, or integral multiples
thereof, shall be purchased); and

     (i) that Holders whose Notes were purchased only in part shall be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered (or transferred by book-entry transfer).

     On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

     Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01.     Payment of Notes.

     The Company shall pay or cause to be paid the principal of, premium, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes. Principal, premium, if any, and interest shall be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 12:00 p.m. Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. The Company shall pay all
Liquidated

                                       47

<PAGE>

Damages, if any, in the same manner on the dates and in the amounts set forth in
the Registration Rights Agreement.

         The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages (without regard to any applicable grace period) at the same
rate to the extent lawful.

Section 4.02.     Maintenance of Office or Agency.

         The Company shall maintain in the City of Los Angeles, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or upon the Company in
respect of the Notes and this Indenture may be served. The Company shall give
prompt written notice to the Trustee of the location, and any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain any such required office or agency or shall fail to furnish the Trustee
with the address thereof, such presentations, surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission shall in any manner relieve the
Company of its obligation to maintain an office or agency in the City of Los
Angeles for such purposes. The Company shall give prompt written notice to the
Trustee of any such designation or rescission and of any change in the location
of any such other office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03.

Section 4.03.     Reports.

         (a) Whether or not required by the SEC, so long as any Notes are
outstanding, the Company shall furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations (or if no longer required
within the time period last required by the time periods specified in the SEC's
rules and regulations) (i) all quarterly and annual financial information that
would be required to be contained in a filing with the SEC on Forms 10-Q and
10-K if the Company were required to file such forms, including a Management's
Discussion and Analysis of Financial Condition and Results of Operations and,
with respect to the annual information only, a report on the annual financial
statements by the Company's certified independent accountants; and (ii) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports. In addition, following
consummation of the Exchange Offer, whether or not required by the SEC, the
Company shall file a copy of all of the information and reports referred to in
clauses (i) and (ii) above with the

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<PAGE>

SEC for public availability within the time periods specified in the SEC's rules
and regulations (unless the SEC will not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. The Company shall at all times comply with TIA ss. 314(a).

     (b) For so long as any Notes remain outstanding, the Company shall furnish
to the Holders and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act.

     (c) If the Company or any Guarantor has designated any of its Subsidiaries
as Unrestricted Subsidiaries, then the quarterly and annual financial
information required by the preceding paragraph will include a reasonably
detailed presentation, either on the face of the financial statements or in the
footnotes thereto, and in Management's Discussion and Analysis of Financial
Condition and Results of Operations, of the financial condition and results of
operations of the Company and the Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
containing line items substantially consistent with those contained in the
summary section of the offering memorandum with respect to the Offering.

     (d) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03(a) above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

Section 4.04.     Compliance Certificate.

     (a) The Company and each Guarantor (to the extent that such Guarantor is so
required under the TIA) shall deliver to the Trustee, within 90 days after the
end of each fiscal year, an Officers' Certificate stating that a review of the
activities of the Company and its Subsidiaries during the preceding fiscal year
has been made under the supervision of the signing Officers (one of whom shall
be the principal executive officer, principal financial officer or principal
accounting officer of the Company) with a view to determining whether the
Company has kept, observed, performed and fulfilled its obligations under this
Indenture, and further stating, as to each such Officer signing such
certificate, that to the best of his or her knowledge the Company has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or

                                       49

<PAGE>

if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto.

     (b) The Company shall, so long as any of the Notes are outstanding, deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

Section 4.05.     Taxes.

     The Company shall pay, and shall cause each of its Restricted Subsidiaries
to pay, prior to delinquency, all material taxes, assessments, and governmental
levies except such as are contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06.     Stay, Extension and Usury Laws.

     The Company and each of the Guarantors covenants (to the extent that it may
lawfully do so) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Guarantors (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee, but shall suffer and permit the
execution of every such power as though no such law has been enacted.

Section 4.07.     Restricted Payments.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company and other than
dividends or distributions payable to the Company or a Restricted Subsidiary of
the Company); (ii) purchase, redeem or otherwise acquire or retire for value
(including, without limitation, in connection with any merger or consolidation
involving the Company) any Equity Interests of the Company or any direct or
indirect parent of the Company (other than any such Equity Interests owned by
the Company or a Restricted Subsidiary); (iii) make any payment on or with
respect to, or purchase, redeem, defease or otherwise acquire or retire for
value any Indebtedness that is subordinated to the Notes or the Subsidiary
Guarantees, except a payment of interest or principal at the Stated Maturity
thereof (except for payments into a trust within one year of the stated maturity
of any such Subordinated Indebtedness which payments effect a defeasance or
discharge of such Indebtedness); or (iv) make any Restricted Investment (all
such payments and other actions set forth in clauses (i) through (iv) above
being

                                       50

<PAGE>

collectively referred to as Restricted Payments), unless, at the time of and
after giving effect to such Restricted Payment:

     (a) no Default or Event of Default shall have occurred and be continuing or
would occur as a consequence of such Restricted Payment;

     (b) the Company would, at the time of such Restricted Payment and after
giving pro forma effect thereto as if such Restricted Payment had been made at
the beginning of the applicable four-quarter period, have been permitted to
incur at least $1.00 of additional Indebtedness pursuant to the Leverage Ratio
test set forth in Section 4.09; and

     (c) such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
after the date of this Indenture (excluding Restricted Payments permitted by
clauses (b), (c), (g) and (h), of the next succeeding paragraph), is less than
the sum, without duplication, of:

          (i) (x) 100% of the aggregate Consolidated Cash Flow of the Company
     (or, in the event such Consolidated Cash Flow shall be a deficit, minus
     100% of such deficit) accrued for the period beginning on the first day of
     the current quarter of the date on which the Notes are sold and ending on
     the last day of the Company's most recent calendar month for which
     financial information is available to the Company ending prior to the date
     of such proposed Restricted Payment, taken as one accounting period, less
     (y) 1.4 times Consolidated Interest Expense for the same period, plus

          (ii) 100% of the aggregate net proceeds (including the fair market
     value of property other than cash or Cash Equivalents) received by the
     Company since the first day of the current quarter of the date on which the
     Notes are sold from the issue or sale of Equity Interests of the Company
     (other than Disqualified Stock), or of Disqualified Stock or debt
     securities of the Company that have been converted into such Equity
     Interests (other than Equity Interests (or Disqualified Stock or
     convertible debt securities) sold to a Restricted Subsidiary and other than
     Disqualified Stock or convertible debt securities that have been converted
     into Disqualified Stock), plus

          (iii) to the extent that any Unrestricted Subsidiary is redesignated
     as a Restricted Subsidiary after the date of this Indenture, the fair
     market value of such Subsidiary as of the date of such redesignation, plus

          (iv) the aggregate amount returned in cash with respect to Investments
     (other than Permitted Investments) made after the issue date whether
     through interest payments, principal payments, dividends or other
     distributions, plus

          (v) the net cash proceeds received by the Company or any of its
     Restricted Subsidiaries from the disposition, retirement or redemption of
     all or any portion of such Investments referred to in clause (iv) in the
     first paragraph of this Section 4.07 (other than to a Restricted
     Subsidiary).

     The preceding provisions shall not prohibit:

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<PAGE>

         (a) the payment of any dividend within 60 days after the date of
declaration of the dividend, if at the date of declaration the dividend payment
would have complied with the provisions of this Indenture;

         (b) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness of the Company or any Guarantor or
of any Equity Interests of the Company in exchange for, or out of the net cash
proceeds of the substantially concurrent sale (other than to a Restricted
Subsidiary of the Company) of, Equity Interests of the Company (other than
Disqualified Stock); provided that the amount of any such net cash proceeds that
are utilized for any such redemption, repurchase, retirement, defeasance or
other acquisition shall be excluded from clause (c)(ii) of the preceding
paragraph;

         (c) the defeasance, redemption, repurchase or other acquisition of
subordinated Indebtedness of the Company or any Guarantor with the net cash
proceeds from an incurrence of Permitted Refinancing Indebtedness;

         (d) loans to members of management of the Company or any Restricted
Subsidiary, the proceeds of which are used for a concurrent purchase of Equity
Interests of the Company or a capital contribution to the Company, in an
aggregate amount not in excess of $2,000,000 (provided that the proceeds from
such purchase of Equity Interests or capital contribution shall be excluded from
the calculation of amounts under clause (c) above), provided that such loans
shall be included in the calculation of the amount of Restricted Payments from
and after such time;

         (e) the repurchase, redemption or other acquisition or retirement for
value of any Equity Interests of the Company or any Restricted Subsidiary of the
Company or the payment of a dividend to any Restricted Subsidiary of the Company
to effect the repurchase, redemption, acquisition or retirement of the Company
or its Restricted Subsidiary's Equity Interests, that are held by any member or
former member of the Company's (or any of the Restricted Subsidiaries')
management, or by any of their respective directors, employees or consultants;
provided that the aggregate price paid for all such repurchased, redeemed,
acquired or retired Equity Interests may not exceed $1,000,000 in any calendar
year, provided that the amount of any such repurchase or redemption shall be
included in the calculation of the amount of Restricted Payments from and after
such time;

         (f) payment of the dividends on Disqualified Stock the incurrence of
which was permitted by this Indenture;

         (g) repurchases of Equity Interests deemed to occur upon the exercise
of stock options;

         (h) the retirement of any shares of Disqualified Stock of the Company
by conversion into, or by exchange for, shares of Disqualified Stock of the
Company, or out of the net cash proceeds of the substantially concurrent sale
(other than to a Restricted Subsidiary of the Company) of other shares of
Disqualified Stock of the Company, provided that the Disqualified Stock of the
Company that replaces the retired shares of Disqualified Stock of the Company
shall

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<PAGE>

not require the direct or indirect payment of the liquidation preference earlier
in time that the final stated maturity of the retired shares of Disqualified
Stock of the Company; and

     (i) redemption of the Existing Preferred Stock in accordance with the terms
thereof, provided that either (i) after giving pro forma effect to such
redemption, the Leverage Ratio is 4.00 to 1.00 or lower, or (ii) such redemption
is funded with the net cash proceeds of one or more Equity Offerings (so long as
such redemption occurs within 180 days of the date of the closing of such Equity
Offering).

     The amount of all Restricted Payments (other than cash) shall be the fair
market value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued by this
Section 4.07 shall be determined by the Board of Directors or Special Committee
thereof whose resolution with respect thereto shall be delivered to the Trustee.
The Board of Directors' or Special Committee's determination must be based upon
an opinion or appraisal issued by an accounting, appraisal or investment banking
firm of national standing if such fair market value exceeds $10,000,000.

Section 4.08.    Dividend and Other Payment Restrictions Affecting Subsidiaries.


     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

     (a) pay dividends or make any other distributions on its Capital Stock to
the Company or any of its Restricted Subsidiaries, or with respect to any other
interest or participation in, or measured by, its profits, or pay any
indebtedness owed to the Company or any of its Restricted Subsidiaries;

     (b) make loans or advances to the Company or any of its Restricted
Subsidiaries; or

     (c) transfer any of its properties or assets to the Company or any of its
Restricted Subsidiaries.

However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

          (i) agreements governing Existing Indebtedness and Credit Facilities
     as in effect on the date of this Indenture and any amendments,
     modifications, restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of those agreements; provided that the
     amendments, modifications, restatements, renewals, increases, supplements,
     refundings, replacement or refinancings are no more restrictive, taken as a
     whole, with respect to such dividend and other payment restrictions than
     those contained in those agreements on the date of this Indenture;

          (ii) this Indenture, the Notes and the Subsidiary Guarantees;

                                       53



<PAGE>

          (iii) applicable law, rule, regulation or order;

          (iv) any instrument governing Indebtedness or Capital Stock of a
     Person acquired by the Company or any of its Restricted Subsidiaries as in
     effect at the time of such acquisition (except to the extent such
     Indebtedness or Capital Stock was incurred in connection with or in
     contemplation of such acquisition), which encumbrance or restriction is not
     applicable to any Person, or the properties or assets of any Person, other
     than the Person, or the property or assets of the Person, so acquired;
     provided that, in the case of Indebtedness, such Indebtedness was permitted
     by the terms of this Indenture to be incurred;

          (v) customary non-assignment provisions in leases entered into in the
     ordinary course of business and consistent with past practices;

          (vi) purchase money obligations (including Capital Lease Obligations)
     for property acquired in the ordinary course of business that impose
     restrictions only on that property of the nature described in clause (c)
     above;

          (vii) contracts for the sale of assets, including without limitation
     any agreement for the sale or other disposition of a Subsidiary that
     restricts distributions by that Subsidiary pending its sale or other
     disposition;

          (viii) Permitted Refinancing Indebtedness; provided that the
     restrictions contained in the agreements governing such Permitted
     Refinancing Indebtedness are no more restrictive, taken as a whole, than
     those contained in the agreements governing the Indebtedness being
     refinanced;

          (ix) Liens securing Indebtedness otherwise permitted to be incurred
     under the provisions of Section 4.12 that limit the right of the debtor to
     dispose of the assets subject to such Liens;

          (x) provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements, assets sale agreements,
     stock sale agreements and other similar agreements entered into in the
     ordinary course of business; and

          (xi) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business.

Section 4.09.     Incurrence of Indebtedness and Issuance of Preferred Stock.

     The Company and the Guarantors shall not, and shall not permit any of their
Subsidiaries to, directly, or indirectly, create, incur, issue, assume,
guarantee or otherwise become directly or indirectly liable, contingently or
otherwise, with respect to (collectively, "incur") any Indebtedness (including
Acquired Debt) and the Company shall not issue any Disqualified Stock and shall
not permit any of its Subsidiaries to issue any shares of Preferred Stock;
provided, however, that the Company or any Guarantor may incur Indebtedness
(including Acquired Debt) or issue shares of Disqualified Stock if the Company's
Leverage Ratio at the time of incurrence of such Indebtedness or the issuance of
such Disqualified Stock or such Preferred Stock, as the

                                       54

<PAGE>

case may be, after giving pro forma effect to such incurrence or issuance as of
such date and to the use of the proceeds therefrom as if the same had occurred
at the beginning of the most recently ended four full fiscal quarters of the
Company for which internal financial statements are available, would have been
no greater than 7.1 to 1.

     The provisions of the first paragraph of this Section 4.09 shall not
prohibit the incurrence of any of the following items of Indebtedness
(collectively, Permitted Debt):

          (i) the incurrence by the Company and any Restricted Subsidiary of
     Indebtedness and letters of credit under Credit Facilities in an aggregate
     principal amount at any one time outstanding under this clause (i) (with
     letters of credit being deemed to have a principal amount equal to the
     maximum potential liability of the Company and its Subsidiaries thereunder)
     not to exceed $250,000,000 less the aggregate amount applied by the Company
     and the Restricted Subsidiaries to permanently reduce the availability of
     Indebtedness under the Credit Facility pursuant to Section 4.10;

          (ii) the incurrence by the Company and its Restricted Subsidiaries of
     the Existing Indebtedness;

          (iii) the incurrence by the Company and the Guarantors of Indebtedness
     represented by the Notes and the related Subsidiary Guarantees to be issued
     on the date of this Indenture;

          (iv) the incurrence by the Company or any of its Restricted
     Subsidiaries of Indebtedness represented by Capital Lease Obligations,
     mortgage financings or purchase money obligations, in each case incurred
     for the purpose of financing all or any part of the purchase price or cost
     of construction or improvement of property, plant or equipment whether
     through the direct purchase of assets or at least a majority of the Voting
     Stock of any person owning such assets, in an aggregate principal amount,
     including all Permitted Refinancing Indebtedness incurred to refund,
     refinance or replace any Indebtedness incurred pursuant to this clause (iv)
     not to exceed $10,000,000 at any time outstanding;

          (v) the incurrence by the Company or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     proceeds of which are used to refund, refinance or replace Indebtedness
     (other than intercompany Indebtedness) that was permitted by this Indenture
     to be incurred under the first paragraph of this Section 4.09 or clauses
     (ii), (iii), (iv), (v), (x) or (xii) of this paragraph.

          (vi) the incurrence by the Company or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Company and
     any of its Wholly-Owned Subsidiaries; provided, however, that (x) any
     subsequent issuance or transfer of Equity Interests that results in any
     such Indebtedness being held by a Person other than the Company or a
     Subsidiary of the Company and (y) any sale or other transfer of any such
     Indebtedness to a Person that is not either the Company or a Restricted
     Subsidiary of the Company, shall be deemed, in each case, to constitute an
     incurrence of such Indebtedness by the Company or such Restricted
     Subsidiary, as the case may be, that was not permitted by this clause (vi);

                                       55



<PAGE>

          (vii) the incurrence by the Company or any of its Restricted
     Subsidiaries of Hedging Obligations (x) that are incurred for the purpose
     of fixing or hedging (1) interest rate risk with respect to any floating
     rate Indebtedness that is permitted by the terms of this Indenture to be
     outstanding or (2) currency exchange rate risk in ordinary course of
     business, or (y) that are incurred for the purpose of swapping fixed
     interest rates for floating interest rates in notional amounts not to
     exceed $100,000,000 in the aggregate; provided that in the case of
     agreements related to currency exchange rate risk, such agreements are
     related to business transactions of the Company or its Restricted
     Subsidiaries entered into in the ordinary course of business or in the case
     of agreements related to currency exchange rate risk, agreements related to
     investment rate risk and interest rate swap agreements, such agreements are
     entered into for bona fide hedging purposes, or bona fide business
     purposes, in the case of interest rate swaps, of the Company or its
     Restricted Subsidiaries (as determined in good faith by the Board of
     Directors or senior management of the Company) and substantially correspond
     in terms of notional amount, duration, currencies and interest rates, as
     applicable, to Indebtedness of the Company or its Restricted Subsidiaries
     incurred without violation of the Indenture;

          (viii) the guarantee by the Company of Indebtedness of any Restricted
     Subsidiary of the Company that was permitted to be incurred by another
     provision of this covenant;

          (ix) the guarantee by any Restricted Subsidiary of Indebtedness of the
     Company or any Guarantor that was permitted to be incurred by another
     provision of this covenant;

          (x) Indebtedness incurred by the Company or any of its Restricted
     Subsidiaries constituting reimbursement obligations with respect to letters
     of credit issued in the ordinary course of business, including without
     limitation letters of credit in respect to workers' compensation claims or
     self-insurance, or other Indebtedness with respect to reimbursement type
     obligations regarding workers' compensation claims; provided, however, that
     upon the drawing of such letters of credit or the incurrence of such
     Indebtedness, such obligations are reimbursed within 30 days following such
     drawing or incurrence;

          (xi) Obligations in respect of performance and surety bonds and
     completion guarantees provided by the Company or any of its Restricted
     Subsidiaries in the ordinary course of business;

          (xii) Acquisition Debt of the Company or a Restricted Subsidiary if
     (w) such Acquisition Debt is incurred within 270 days after the date on
     which the related definitive acquisition agreement or LMA, as the case may
     be, was entered into by the Company or such Restricted Subsidiary, (x) the
     aggregate principal amount of such Acquisition Debt is no greater than the
     aggregate principal amount of Acquisition Debt set forth in a notice from
     the Company to the Trustee (an Incurrence Notice) within ten days after the
     date on which the related definitive acquisition agreement or LMA, as the
     case may be, was entered into by the Company or such Restricted Subsidiary,
     which notice shall be executed on the Company's behalf by the chief
     financial officer of the Company in such

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<PAGE>

     capacity and shall describe in reasonable detail the acquisition or LMA, as
     the case may be, which such Acquisition Debt shall be incurred to finance,
     (y) after giving pro forma effect to the acquisition or LMA, as the case
     may be, described in such Incurrence Notice, the Company or such Restricted
     Subsidiary could have incurred such Acquisition Debt under this Indenture,
     including compliance with the first paragraph of this covenant, as of the
     date upon which the Company delivers such Incurrence Notice to the Trustee
     and (z) such Acquisition Debt is utilized solely to finance the acquisition
     or LMA, as the case may be, described in such Incurrence Notice and any
     other pending acquisitions and/or LMAs previously described in one or more
     Incurrence Notices (including to repay or refinance indebtedness or other
     obligations incurred in connection with such acquisition or LMA, as the
     case may be, and to pay related fees and expenses);

          (xiii) the incurrence by the Company's Unrestricted Subsidiaries of
     Non-Recourse Debt, provided, however, that if any such Indebtedness ceases
     to be Non-Recourse Debt of an Unrestricted Subsidiary, such event will be
     deemed to constitute an incurrence of Indebtedness by a Restricted
     Subsidiary of the Company that was not permitted by this clause (xiii); and

          (xiv) the incurrence by the Company or any of the Restricted
     Subsidiaries of additional Indebtedness in an aggregate principal amount
     (or accreted value, as applicable) at any time outstanding, including all
     Permitted Refinancing Indebtedness incurred to refund, refinance or replace
     any other Indebtedness incurred pursuant to this clause (xiv), not to
     exceed $20,000,000.

     For purposes of determining compliance with this Section 4.09, in the event
that an item of proposed Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (i) through (xiv) above, or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company shall be permitted to classify such item of Indebtedness on the date
of its incurrence, or later reclassify all or a portion of such item of
Indebtedness, in any manner that complies with this Section 4.09. Accrual of
interest, accretion or amortization of original issue discount and the accretion
of accreted value shall not be deemed to be an incurrence of Indebtedness for
purposes of this Section 4.09. Indebtedness under Credit Facilities outstanding
on the date on which Notes are first issued and authenticated under this
Indenture shall be deemed to have been incurred on such date in reliance on the
exception provided by clause (i) of the definition of Permitted Debt.

Section 4.10.     Asset Sales.

     (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

          (i) The Company (or the Restricted Subsidiary, as the case may be)
     receives consideration at the time of the Asset Sale at least equal to the
     fair market value of the assets or Equity Interests issued or sold or
     otherwise disposed of;

          (ii) the fair market value is determined by the Company's Board of
     Directors or Special Committee thereof and evidenced by a resolution of the
     Board of Directors or

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<PAGE>

     Special Committee thereof set forth in an Officers' Certificate delivered
     to the Trustee; provided that with respect to assets which are purchased as
     part of a larger transaction and are sold concurrently or within one year
     of such acquisition, the Board of Directors or Special Committee thereof
     may, in determining fair market value, take into account the sales price of
     such assets, as well as the consideration in the overall transaction; and

          (iii) at least 75% of the consideration received in the Asset Sale by
     the Company or such Restricted Subsidiary is in the form of cash or Cash
     Equivalents, except to the extent the Company is undertaking a Permitted
     Asset Swap. For purposes of this provision and the next paragraph, each of
     the following shall be deemed to be cash:

               (A) any liabilities, as shown on the Company's or such Restricted
          Subsidiary's most recent balance sheet, of the Company or any
          Restricted Subsidiary (other than contingent liabilities and
          liabilities that are by their terms subordinated to the Notes or any
          Subsidiary Guarantee) that are assumed by the transferee of any such
          assets pursuant to a customary novation agreement that releases the
          Company or such Restricted Subsidiary from further liability; and

               (B) any securities, notes or other obligations received by the
          Company or any such Restricted Subsidiary from such transferee that
          are converted by the Company or such Restricted Subsidiary within 90
          days into cash or Cash Equivalents, to the extent of the cash or Cash
          Equivalents received in that conversion.

     The 75% limitation referred to in clause (iii) above shall not apply to any
Asset Sale in which the cash or Cash Equivalents portion of the consideration
received therefrom, determined in accordance with the preceding provision, is
equal to or greater than what the after-tax proceeds would have been had such
Asset Sale complied with the aforementioned 75% limitation.

     Notwithstanding the foregoing, the Company or any Restricted Subsidiary
shall be permitted to consummate an Asset Sale without complying with the
foregoing if:

          (x) the Company, such Guarantor or such Restricted Subsidiary receives
     consideration at the time of such Asset Sale at least equal to the fair
     market value of the assets or other property sold, issued or otherwise
     disposed of;

          (y) the fair market value is determined by the Company's Board of
     Directors or Special Committee thereof and evidenced by a resolution of the
     Board of Directors or Special Committee thereof set forth in an Officers'
     Certificate delivered to the Trustee; and

          (z) (i) at least 75% of the consideration for such Asset Sale
     constitutes a controlling interest in a Permitted Business, assets used or
     useful in a Permitted Business and/or cash, or (ii) 100% of the
     consideration for such Asset Sale constitutes at least a 25% economic and
     voting interest in a Person engaged in a Permitted Business, provided, that
     such assets did not contribute more than $3,000,000 in Broadcast Cash Flow
     over the

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<PAGE>

     four most recent quarters and provided further that this exception in
     subsection (z)(ii) may not be used more than once;

provided that any cash (other than any amount deemed cash under clause (iii)(A)
of the preceding paragraph) received by the Company, such Guarantor or such
Restricted Subsidiary in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Proceeds subject to the
provisions of the next paragraph.

     (b) Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company, such Guarantor or such Restricted Subsidiary may apply those
Net Proceeds at its option:

          (i) to repay Senior Debt and, if the Senior Debt repaid is revolving
     credit Indebtedness, to correspondingly reduce commitments with respect
     thereto;

          (ii) to acquire all or substantially all of the assets of, or a
     majority of the Voting Stock of, another Permitted Business;

          (iii) to make capital expenditures that are used or useful in a
     Permitted Business; or

          (iv) to acquire other assets that are used or useful in a Permitted
     Business.

     Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

     Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph shall constitute Excess Proceeds. When the
aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall make
an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes and such other pari passu Indebtedness that may be purchased out of the
Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100%
of principal amount plus accrued and unpaid interest and Liquidated Damages, if
any, to the date of purchase, and shall be payable in cash. If any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Company may use
those Excess Proceeds for any purpose not otherwise prohibited by this
Indenture. If the aggregate principal amount of Notes and other pari passu
Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess
Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

     (c) The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions of this Indenture, the Company shall comply with the applicable

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<PAGE>

securities laws and regulations and will not be deemed to have breached its
obligations under the Asset Sale provisions of this Indenture by virtue of such
conflict.

Section 4.11.     Transactions with Affiliates.

         The Company shall not, and shall not permit any of the Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each, an Affiliate Transaction), unless:

     (a) the Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person; and

     (b) the Company delivers to the Trustee:

          (i) with respect to any Affiliate Transaction or series of related
     Affiliate Transactions involving aggregate consideration in excess of
     $1,000,000, a resolution of the Board of Directors set forth in an
     Officers' Certificate certifying that such Affiliate Transaction complies
     with this Section 4.11 and that such Affiliate Transaction has been
     approved by a majority of the disinterested members of the Board of
     Directors; and

          (ii) with respect to any Affiliate Transaction or series of related
     Affiliate Transactions involving aggregate consideration in excess of
     $10,000,000, an opinion as to the fairness to the Holders of such Affiliate
     Transaction from a financial point of view issued by an accounting,
     appraisal or investment banking firm of national standing.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of the prior paragraph:

     (a) any employment agreement entered into by the Company or any of its
Subsidiaries in the ordinary course of business and consistent with the past
practice of the Company or such Subsidiary;

     (b) transactions between or among the Company and/or its Restricted
Subsidiaries;

     (c) loans, advances, payment of reasonable fees, indemnification of
directors or similar arrangements to officers, directors, employees and
consultants who are not otherwise Affiliates of the Company;

     (d) sales of Equity Interests (other than Disqualified Stock) to Affiliates
of the Company;

     (e) transactions under any contract or agreement in effect on the date of
this Indenture as the same may be amended, modified or replaced from time to
time so long as any amendment, modification, or replacement is no less favorable
to the Company and the Restricted Subsidiaries than the contract or agreement as
in effect on the date of this Indenture;

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<PAGE>

     (f) services to be provided to any Unrestricted Subsidiary of the Company
in the ordinary course of business, which the Board of Directors has determined,
pursuant to a resolution thereof, that such services are provided on terms at
least as favorable to the Company and its Restricted Subsidiaries as those that
would have been obtained in a comparable transaction with an unrelated Person;

     (g) Permitted Investments and Restricted Payments that are permitted by the
provisions of this Indenture described under Section 4.07; and

     (h) (i) additional affiliation agreements and/or joint sales agreement with
Univision relating to the Univision network or Telefutura network, and (ii) any
purchase or sale by Univision of the Company's Capital Stock.

Section 4.12.     Liens.

     The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or suffer to exist any Lien of any
kind securing Indebtedness or trade payables on any asset now owned or hereafter
acquired, except Permitted Liens.

Section 4.13.     Corporate Existence.

     Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect (i) its corporate
existence, and the corporate, partnership or other existence of each of its
Subsidiaries, in accordance with the respective organizational documents (as the
same may be amended from time to time) of the Company or any such Subsidiary and
(ii) the rights (charter and statutory), licenses and franchises of the Company
and its Subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its Subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its Subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

Section 4.14.     [Intentionally Omitted]

Section 4.15.     Offer to Repurchase Upon Change of Control.

     (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a Change of Control Offer) to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a
purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the date
of purchase (the Change of Control Payment). Within 10 business days following
any Change of Control, the Company shall mail a notice to each Holder stating:
(a) that the Change of Control Offer is being made pursuant to this Section 4.15
and that all Notes tendered will be accepted for payment; (b) the purchase price
and the purchase date, which shall be no earlier than 30 days and no later than
60 days from the date such notice is mailed (the Change of Control Payment
Date); (c) that any Note not tendered will continue to accrue interest; (d)
that, unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer
shall cease to accrue

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<PAGE>

interest after the Change of Control Payment Date; (e) that Holders electing to
have any Notes purchased pursuant to a Change of Control Offer will be required
to surrender the Notes, with the form entitled Option of Holder to Elect
Purchase on the reverse of the Notes completed, to the Paying Agent at the
address specified in the notice prior to the close of business on the third
Business Day preceding the Change of Control Payment Date; (f) that Holders will
be entitled to withdraw their election if the Paying Agent receives, not later
than the close of business on the second Business Day preceding the Change of
Control Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the Holder, the principal amount of Notes delivered
for purchase and a statement that such Holder is withdrawing his election to
have the Notes purchased; (g) that Holders whose Notes are being purchased only
in part will be issued new Notes equal in principal amount to the unpurchased
portion of the Notes surrendered, which unpurchased portion must be equal to
$1,000 in principal amount or an integral multiple thereof; and (h) a
description of the transaction or transactions that constitute the Change of
Control. The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes in connection with a Change of Control.

     (b) On the Change of Control Payment Date, the Company shall, to the extent
lawful, (a) accept for payment all Notes or portions thereof properly tendered
pursuant to the Change of Control Offer, (b) deposit with the Paying Agent an
amount equal to the Change of Control Payment in respect of all Notes or
portions thereof properly tendered and (c) deliver or cause to be delivered to
the Trustee the Notes properly accepted together with an Officers' Certificate
stating the aggregate principal amount of Notes or portions thereof being
purchased by the Company. The Paying Agent shall promptly mail to each Holder of
Notes properly tendered the Change of Control Payment for such Notes, and the
Trustee shall promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each new Note shall be
in a principal amount of $1,000 or an integral multiple thereof. The Company
shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

     (c) Prior to complying with any of the provisions of this Section 4.15, but
in any event within 90 days following a Change of Control, the Company will
either pay all outstanding Senior Debt or obtain the requisite consents, if any,
under all the agreements governing outstanding Senior Debt to permit the
repurchase of the Notes required by this covenant. The Company will publicly
announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

     (d) Notwithstanding anything to the contrary in this Section 4.15, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.15 and Section 3.09 hereof and all other provisions of this Indenture
applicable to a Change of Control Offer made by the Company and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer.

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Section 4.16.     No Senior Subordinated Debt.

         The Company shall not incur, create, issue, assume, guarantee, or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of the Company and senior in any respect in
right of payment to the Notes. No Guarantor shall incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinated
or junior in right of payment to the Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Subsidiary Guarantee.

Section 4.17.     Additional Subsidiary Guarantees.

         If the Company or any of its Subsidiaries acquires or creates another
Domestic Subsidiary after the date of this Indenture, excluding all Subsidiaries
that have been properly designated as Unrestricted Subsidiaries in accordance
with this Indenture for so long as they continue to constitute Unrestricted
Subsidiaries, then that newly acquired or created Domestic Subsidiary shall
become a Guarantor and execute a supplemental Indenture and deliver an opinion
of counsel satisfactory to the Trustee within ten Business Days of the date on
which it was acquired or created. If any Restricted Subsidiary of the Company or
any of its Subsidiaries that is not a Domestic Subsidiary provides a Guarantee
under the Credit Agreement, then such Restricted Subsidiary shall become a
Guarantor and execute a supplemental Indenture and deliver an opinion of counsel
satisfactory to the Trustee within ten Business Days after such Restricted
Subsidiary provides a Guarantee under the Credit Agreement.

Section 4.18.     Limitation on Issuances of Equity Interests in Wholly-Owned
                  Subsidiaries.

         The Company (i) shall not, and shall not permit any of its Subsidiaries
to, transfer, convey, sell, lease or otherwise dispose of any Equity Interest in
any Wholly-Owned Subsidiaries of the Company to any Person (other than the
Company or a Wholly-Owned Restricted Subsidiary of the Company), unless (a) as a
result of such transfer, conveyance, sale, lease or other disposition or
issuance, such Restricted Subsidiary no longer constitutes a Subsidiary and (b)
the cash Net Proceeds from such transfer, conveyance, sale, lease or other
disposition are applied in accordance with Section 4.10 hereof and (ii) shall
not permit any Wholly-Owned Restricted Subsidiary of the Company to issue any of
its Equity Interests (other than, if necessary, shares of its Capital Stock
constituting directors' qualifying shares) to any Person other than to the
Company or a Wholly-Owned Restricted Subsidiary of the Company.

Section 4.19.     Payments for Consent.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

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Section 4.20.     Designation of Restricted and Unrestricted Subsidiaries.

     The Board of Directors or Special Committee thereof may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would
not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate fair market value of all outstanding Investments owned
by the Company and the Restricted Subsidiaries in the Subsidiary properly
designated will be deemed to be an Investment made as of the time of the
designation and will reduce the amount available for Restricted Payments under
the first paragraph of Section 4.07 or Permitted Investments, as determined by
the Company. That designation will only be permitted if the Investment would be
permitted at that time and if the Restricted Subsidiary otherwise meets the
definition of an Unrestricted Subsidiary. The Board of Directors or Special
Committee thereof may redesignate any Unrestricted Subsidiary to be a Restricted
Subsidiary if the redesignation would not cause a Default.

Section 4.21.     Notices of Events of Default.

     Upon becoming aware of any Default or Event of Default hereunder or any
event which with the passing of time or giving notice, or both, would constitute
a Default or Event of Default, the Company shall give the Trustee prompt written
notice specifying such Default, Event of Default and/or event.

                                   ARTICLE 5.

                                   SUCCESSORS

Section 5.01.     Merger, Consolidation or Sale of Assets.

     The Company shall not, directly or indirectly: (i) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation) or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person; unless:

          (i) either: (a) the Company is the surviving corporation; or (b) the
     Person formed by or surviving any such consolidation or merger (if other
     than the Company) or to which such sale, assignment, transfer, conveyance
     or other disposition has been made is a corporation organized or existing
     under the laws of the U.S., any state of the U.S. or the District of
     Columbia;

          (ii) the Person formed by or surviving any such consolidation or
     merger (if other than the Company) or the Person to which such sale,
     assignment, transfer, conveyance or other disposition has been made assumes
     all the obligations of the Company under the Notes, this Indenture and the
     Registration Rights Agreement pursuant to agreements reasonably
     satisfactory to the Trustee;

          (iii) immediately after such transaction no Default or Event of
     Default exists; and

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<PAGE>

          (iv) the Company or the Person formed by or surviving any such
     consolidation or merger (if other than the Company), or to which such sale,
     assignment, transfer, conveyance or other disposition has been made (a)
     shall, on the date of such transaction after giving pro forma effect
     thereto and any related financing transactions as if the same had occurred
     at the beginning of the applicable four-quarter period, be permitted to
     incur at least $1.00 of additional Indebtedness pursuant to the Leverage
     Ratio test set forth in the first paragraph of Section 4.09, or (b) would
     have a lower Leverage Ratio immediately after the transaction, after giving
     pro forma effect to the transaction as if the transaction had occurred at
     the beginning of the applicable four quarter period, than the Company's
     Leverage Ratio immediately prior to the transaction.

     The preceding clause (iv) shall not prohibit: (a) a merger between the
Company and one of the Company's Wholly-Owned Restricted Subsidiaries; or (b) a
merger between the Company and one of the Company's Affiliates incorporated
solely for the purpose of reincorporating in another state of the U.S.

     In addition, the Company shall not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. The provisions of this Section 5.01 shall not
apply to a sale, assignment, transfer, conveyance or other disposition of assets
between or among the Company and any of its Wholly-Owned Restricted
Subsidiaries.

Section 5.02.     Successor Corporation Substituted.

     Upon any consolidation or merger, or any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all of the assets of the
Company in accordance with Section 5.01 hereof, the successor corporation formed
by such consolidation or into or with which the Company is merged or to which
such sale, assignment, transfer, lease, conveyance or other disposition is made
shall succeed to, and be substituted for (so that from and after the date of
such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the Company shall refer instead to the
successor corporation and not to the Company), and may exercise every right and
power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest on the Notes except in the case of a sale, assignment,
transfer, conveyance or other disposition of all of the Company's assets that
meets the requirements of Section 5.01 hereof.

                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

Section 6.01.     Events of Default.

     An Event of Default occurs if:

     (a) the Company defaults in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes and such default continues for a
period of 30 days, whether or not prohibited by the subordination provisions of
this Indenture;

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<PAGE>

     (b) the Company defaults in the payment when due of principal of or
premium, if any, on the Notes when the same becomes due and payable at maturity,
upon redemption (including in connection with an offer to purchase) or
otherwise, whether or not prohibited by the subordination provisions of this
Indenture;

     (c) (i) the Company fails to comply with any of the provisions of Section
4.15 or 5.01 hereof; or (ii) failure by the Company to comply with any of the
covenants in this Indenture in connection with any payment with respect to the
Preferred Stock, or a judgment against the Company requiring the Company to make
a payment with respect to the Preferred Stock;

     (d) the Company fails to comply with any of the provisions of Section 4.07,
4.09 or 4.10 hereof for 30 days after notice to the Company by the Trustee or
the Holders of at least 25% in aggregate principal amount of the Notes then
outstanding, voting as a single class;

     (e) the Company fails to observe or perform any other covenant,
representation, warranty or other agreement in this Indenture for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in aggregate
principal amount of the Notes then outstanding, voting as a single class;

     (f) a default occurs under any mortgage, indenture or instrument under
which there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of the Restricted
Subsidiaries (or the payment of which is guaranteed by the Company or any of the
Restricted Subsidiaries), whether such Indebtedness or Guarantee now exists, or
is created after the date hereof, which default (i) is caused by a failure to
pay principal of such Indebtedness at the final Stated Maturity thereof (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its express maturity and, in each case, the principal amount of such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $5,000,000 or more;

     (g) a final judgment or final judgments for the payment of money are
entered by a court or courts of competent jurisdiction against the Company or
any of its Significant Subsidiaries or any group of Subsidiaries that, taken as
a whole, would constitute a Significant Subsidiary and such judgment or
judgments remain undischarged for a period (during which execution shall not be
effectively stayed) of 60 days, provided that the aggregate of all such
undischarged judgments exceeds $5,000,000 not covered by insurance;

     (h) the Company or any of its Significant Subsidiaries or any group of
Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary
pursuant to or within the meaning of Bankruptcy Law:

          (i) commences a voluntary case,

          (ii) consents to the entry of an order for relief against it in an
     involuntary case,

          (iii) consents to the appointment of a custodian of it or for all or
     substantially all of its property,

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          (iv) makes a general assignment for the benefit of its creditors, or

          (v) generally is not paying its debts as they become due;

     (i) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that:

          (i) is for relief against the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary in an involuntary case;

          (ii) appoints a custodian of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary or for all or substantially all of the
     property of the Company or any of its Significant Subsidiaries or any group
     of Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary; or

          (iii) orders the liquidation of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 consecutive days;
or

     (j) except as permitted by this Indenture, any Subsidiary Guarantee of a
Significant Subsidiary is held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Significant Subsidiary that is a Guarantor, or any Person acting on behalf of
any such Guarantor, shall deny or disaffirm its obligations under such
Guarantor's Subsidiary Guarantee.

Section 6.02.     Acceleration.

         If any Event of Default (other than an Event of Default specified in
clause (h) or (i) of Section 6.01 hereof with respect to the Company, any
Significant Subsidiary or any group of Significant Subsidiaries that, taken as a
whole, would constitute a Significant Subsidiary) occurs and is continuing, the
Trustee or the Holders of at least 25% in principal amount of the then
outstanding Notes may declare all the Notes to be due and payable immediately.
Upon any such declaration, the Notes shall become due and payable immediately.
Notwithstanding the foregoing, if an Event of Default specified in clause (h) or
(i) of Section 6.01 hereof occurs with respect to the Company, any of its
Significant Subsidiaries or any group of Subsidiaries that, taken as a whole,
would constitute a Significant Subsidiary, all outstanding Notes shall be due
and payable immediately without further action or notice. The Holders of a
majority in aggregate principal amount of the then outstanding Notes by written
notice to the Trustee may on behalf of all of the Holders rescind an
acceleration and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium that has become due solely because of the
acceleration) have been cured or waived.

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<PAGE>

         In the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration
of any Indebtedness described in clause (f) of Section 6.01, the declaration of
acceleration of the Notes shall be automatically annulled if the holders of any
Indebtedness described in clause (f) of Section 6.01 have rescinded the
declaration of acceleration in respect of the Indebtedness within 30 days of the
date of the declaration and if (i) the annulment of the acceleration of Notes
would not conflict with any judgment or decree of a court of competent
jurisdiction; and (ii) all existing Events of Default, except nonpayment of
principal or interest on the Notes that became due solely because of the
acceleration of the Notes, have been cured or waived.

         If an Event of Default occurs on or after March 15, 2006 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, an
equivalent premium shall also become and be immediately due and payable, to the
extent permitted by law, anything in this Indenture or in the Notes to the
contrary notwithstanding. If an Event of Default occurs prior to March 15, 2006
by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of the Company with the intention of avoiding the prohibition on
redemption of the Notes prior to such date, then, upon acceleration of the
Notes, an additional premium shall also become and be immediately due and
payable in an amount equal to 8.125% of the principal amount of the Notes. The
Company shall promptly notify the Representative if payment of the Notes is
accelerated because of an Event of Default.

Section 6.03.     Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest on the Notes or to enforce the performance of any provision of the
Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04.     Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, on or
interest on, the Notes (including in connection with an offer to purchase)
(provided, however, that the Holders of a majority in aggregate principal amount
of the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration).
Upon any such waiver, such Default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured for every purpose
of this

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Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05.     Control by Majority.

     Holders of a majority in principal amount of the then outstanding Notes may
direct the time, method and place of conducting any proceeding for exercising
any remedy available to the Trustee or exercising any trust or power conferred
on it. However, the Trustee may refuse to follow any direction that conflicts
with law or this Indenture that the Trustee determines may be unduly prejudicial
to the rights of other Holders of Notes or that may involve the Trustee in
personal liability.

Section 6.06.     Limitation on Suits.

     A Holder of a Note may pursue a remedy with respect to this Indenture or
the Notes only if:

     (a) the Holder of a Note gives to the Trustee written notice of a
continuing Event of Default;

     (b) the Holders of at least 25% in principal amount of the then outstanding
Notes make a written request to the Trustee to pursue the remedy;

     (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

     (d) the Trustee does not comply with the request within 60 days after
receipt of the request and the offer and, if requested, the provision of
indemnity; and

     (e) during such 60-day period the Holders of a majority in principal amount
of the then outstanding Notes do not give the Trustee a direction inconsistent
with the request. A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.

Section 6.07.     Rights of Holders of Notes to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), or to
bring suit for the enforcement of any such payment on or after such respective
dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08.     Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, on and interest remaining
unpaid on the Notes and interest on overdue principal and, to the

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extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09.     Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10.     Priorities.

     If the Trustee collects any money pursuant to this Article, it shall pay
out the money in the following order:

          First: to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expense and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          Second: to Holders of Notes for amounts due and unpaid on the Notes
     for principal, premium and Liquidated Damages, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium and Liquidated
     Damages, if any and interest, respectively; and

          Third: to the Company or to such party as a court of competent
     jurisdiction shall direct.

     The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

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Section 6.11.     Undertaking for Costs.

     In any suit for the enforcement of any right or remedy under this Indenture
or in any suit against the Trustee for any action taken or omitted by it as a
Trustee, a court in its discretion may require the filing by any party litigant
in the suit of an undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in the suit, having due regard to the merits and good
faith of the claims or defenses made by the party litigant. This Section does
not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to
Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount
of the then outstanding Notes.

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01.     Duties of Trustee.

     (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

     (b) Except during the continuance of an Event of Default:

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture.

     However, the Trustee shall examine the certificates and opinions to
     determine whether or not they conform to the requirements of this
     Indenture.

     (c) The Trustee may not be relieved from liabilities for its own negligent
action, its own negligent failure to act, or its own willful misconduct, except
that:

          (i) this paragraph does not limit the effect of paragraph (b) of this
     Section;

          (ii) the Trustee shall not be liable for any error of judgment made in
     good faith by a Trust Officer, unless it is proved that the Trustee was
     negligent in ascertaining the pertinent facts; and

          (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with a direction
     received by it pursuant to Section 6.05 hereof.

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<PAGE>

     (d) Whether or not therein expressly so provided, every provision of this
Indenture that in any way relates to the Trustee is subject to paragraphs (a),
(b), and (c) of this Section.

     (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

     (f) The Trustee shall not be liable for interest on any money received by
it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02.     Rights of Trustee.

     (a) The Trustee may conclusively rely upon any document believed by it to
be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

     (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the written advice of such counsel or any Opinion of Counsel shall
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

     (c) The Trustee may act through its attorneys and agents and shall not be
responsible for the misconduct or negligence of any agent appointed with due
care.

     (d) The Trustee shall not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

     (e) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

Section 7.03.     Individual Rights of Trustee.

     The Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Company or any Affiliate of the
Company with the same rights it would have if it were not Trustee. However, in
the event that the Trustee acquires any conflicting interest it must eliminate
such conflict within 90 days, apply to the SEC for permission to continue as
trustee or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

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Section 7.04. Trustee's Disclaimer.

     The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05. Notice of Defaults.

     If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or
Liquidated Damages, if any, or interest on any Note, the Trustee may withhold
the notice if and so long as a committee of its Trust Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06. Reports by Trustee to Holders of the Notes.

     Within 60 days after each March 15 beginning March 15, 2002, and for so
long as Notes remain outstanding, the Trustee shall mail to the Holders of the
Notes a brief report dated as of such reporting date that complies with TIA (S)
313(a) (but if no event described in TIA (S) 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). The
Trustee also shall comply with TIA (S) 313(b)(2) . The Trustee shall also
transmit by mail all reports as required by TIA (S) 313(c).

     A copy of each report at the time of its mailing to the Holders of Notes
shall be mailed to the Company and filed with the SEC and each stock exchange on
which the Notes are listed in accordance with TIA (S) 313(d) . The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07. Compensation and Indemnity.

     The Company shall pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses shall
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

     The Company shall indemnify the Trustee against any and all losses,
liabilities or expenses incurred by it arising out of or in connection with the
acceptance or administration of its duties under this Indenture, including the
costs and expenses of enforcing this Indenture against the Company (including
this Section 7.07) and defending itself against any claim (whether asserted by
the Company or any Holder or any other person) or liability in connection


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with the exercise or performance of any of its powers or duties hereunder,
except to the extent any such loss, liability or expense may be attributable to
its negligence or bad faith. The Trustee shall notify the company promptly of
any claim for which it may seek indemnity. Such notice shall include a copy of
any complaint that may have been filed with respect to that claim or any demand
letter or other notification the Trustee has received which the Trustee believes
will give rise to a claim for which it may seek indemnification. Failure by the
Trustee to so notify the Company shall not relieve the Company of its
obligations hereunder, except to the extent that such failure prejudices the
availability of defenses or counterclaims or otherwise adversely impacts the
ability of the Company to conduct the defense of such action. The Company shall
defend the claim and shall have the right to make all decisions with respect to
the conduct of any litigation or other proceedings with respect to that claim,
including but not limited to determining the defenses or counterclaims to pursue
and the right to settle any such claim. The Trustee shall cooperate with the
Company in the Company's conduct of such defense. The Trustee may retain
separate counsel to represent it in connection with that defense at the
Trustee's own expense; provided that, if the Trustee can demonstrate that a
conflict of interest exists between the Company and the Trustee which makes it
impossible for the Company to defend the Trustee in such a matter or the Company
refuses to conduct a defense, the Company shall pay the Trustee's reasonable
legal expenses in conducting that defense. The Company need not pay for any
settlement made without its consent, which consent will not be unreasonably
withheld.

     The obligations of the Company under this Section 7.07 shall survive the
satisfaction and discharge of this Indenture.

     To secure the Company's payment obligations in this Section, the Trustee
shall have a Lien prior to the Notes on all money or property held or collected
by the Trustee, except that held in trust to pay principal and interest on
particular Notes. Such Lien shall survive the satisfaction and discharge of this
Indenture. The obligations of the Company to pay amounts to the Trustee pursuant
to this Section 7.07 shall not be subordinate to other indebtedness or
obligations of the Company.

     When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(h) or (i) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

     The Trustee shall comply with the provisions of TIA (S) 313(b)(2) to the
extent applicable.

Section 7.08. Replacement of Trustee.

     A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section.

     The Trustee may resign in writing at any time and be discharged from the
trust hereby created by so notifying the Company. The Holders of a majority in
principal amount of the then outstanding Notes may remove the Trustee by so
notifying the Trustee and the Company in writing. The Company may remove the
Trustee if:


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     (a) the Trustee fails to comply with Section 7.10 hereof;

     (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
relief is entered with respect to the Trustee under any Bankruptcy Law;

     (c) a custodian or public officer takes charge of the Trustee or its
property; or

     (d) the Trustee becomes incapable of acting.

     If the Trustee resigns or is removed or if a vacancy exists in the office
of Trustee for any reason, the Company shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

     If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company, or
the Holders of at least 10% in principal amount of the then outstanding Notes
may petition any court of competent jurisdiction for the appointment of a
successor Trustee.

     If the Trustee, after written request by any Holder who has been a Holder
for at least six months, fails to comply with Section 7.10, such Holder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

     A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Thereupon, the resignation or
removal of the retiring Trustee shall become effective, and the successor
Trustee shall have all the rights, powers and duties of the Trustee under this
Indenture. The successor Trustee shall mail a notice of its succession to
Holders. The retiring Trustee shall promptly transfer all property held by it as
Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof shall continue for the
benefit of the retiring Trustee.

Section 7.09. Successor Trustee by Merger, etc.

     If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor corporation without any further act shall be the successor Trustee.

Section 7.10. Eligibility; Disqualification.

     There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100,000,000
as set forth in its most recent published annual report of condition.


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     This Indenture shall always have a Trustee who satisfies the requirements
of TIA (S)(S) 310(a)(1), (2) and (5). The Trustee is subject to TIA (S) 310(b).

Section 7.11. Preferential Collection of Claims Against Company.

     The Trustee is subject to TIA (S) 311(a), excluding any creditor
relationship listed in TIA (S) 311(b). A Trustee who has resigned or been
removed shall be subject to TIA (S) 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance.

     The Company may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, at any time, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article Eight.

Section 8.02. Legal Defeasance and Discharge.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be deemed to have been
discharged from its obligations with respect to all outstanding Notes on the
date the conditions set forth below are satisfied (hereinafter, Legal
Defeasance). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be outstanding only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for the following provisions which shall survive
until otherwise terminated or discharged hereunder: (a) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in Section
8.04 hereof, and as more fully set forth in such Section, payments in respect of
the principal of, premium and Liquidated Damages, if any, and interest on such
Notes when such payments are due, (b) the Company's obligations with respect to
such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers,
trusts, duties and immunities of the Trustee hereunder and the Company's and the
Guarantors' obligations in connection therewith and (d) this Article Eight.
Subject to compliance with this Article Eight, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03. Covenant Defeasance.

     Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from its
obligations under the covenants contained in Sections 4.03, 4.05, 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20 hereof and
clause (iv) of Section 5.01 hereof with respect to the outstanding Notes on and
after the date the


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conditions set forth in Section 8.04 are satisfied (hereinafter, Covenant
Defeasance), and the Notes shall thereafter be deemed not outstanding for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed outstanding for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03 hereof,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
Sections 6.01(c) through 6.01(f) hereof shall not constitute Events of Default.

Section 8.04. Conditions to Legal or Covenant Defeasance.

     The following shall be the conditions to the application of either Section
8.02 or 8.03 hereof to the outstanding Notes:

     In order to exercise either Legal Defeasance or Covenant Defeasance:

     (a) the Company must irrevocably deposit with the Trustee, in trust, for
the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium and Liquidated Damages, if any,
and interest on the outstanding Notes on the stated date for payment thereof or
on the applicable redemption date, as the case may be;

     (b) in the case of an election under Section 8.02 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that (A) the Company has
received from, or there has been published by, the Internal Revenue Service a
ruling or (B) since the date hereof, there has been a change in the applicable
federal income tax law, in either case to the effect that, and based thereon
such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Legal Defeasance and will be subject to federal income tax on the
same amounts, in the same manner and at the same times as would have been the
case if such Legal Defeasance had not occurred;

     (c) in the case of an election under Section 8.03 hereof, the Company shall
have delivered to the Trustee an Opinion of Counsel in the United States
reasonably acceptable to the Trustee confirming that the Holders of the
outstanding Notes will not recognize income, gain or loss for federal income tax
purposes as a result of such Covenant Defeasance and will be subject to federal
income tax on the same amounts, in the same manner and at the same times as
would have been the case if such Covenant Defeasance had not occurred;


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     (d) no Default or Event of Default shall have occurred and be continuing on
the date of such deposit (other than a Default or Event of Default resulting
from the incurrence of Indebtedness all or a portion of the proceeds of which
will be used to defease the Notes pursuant to this Article Eight concurrently
with such incurrence) or insofar as Sections 6.01(h) or 6.01(i) hereof is
concerned, at any time in the period ending on the 91st day after the date of
deposit;

     (e) such Legal Defeasance or Covenant Defeasance shall not result in a
breach or violation of, or constitute a default under, any material agreement or
instrument (other than this Indenture) to which the Company or any of its
Subsidiaries is a party or by which the Company or any of its Subsidiaries is
bound;

     (f) the Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering, delaying or defrauding any other creditors of
the Company;

     (g) no Default or Event of Default shall have occurred within 91 days after
the date of the deposit of amounts pursuant to paragraph (a) above, or such
amounts otherwise constitute Bankruptcy-Proof Funds; and

     (h) the Company shall have delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent provided for or relating to the Legal Defeasance or the Covenant
Defeasance have been complied with.

Section 8.05. Deposited Money and Government Securities to be Held in Trust;
              Other Miscellaneous Provisions.

     Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the Trustee)
pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be
held in trust and applied by the Trustee, in accordance with the provisions of
such Notes and this Indenture, to the payment, either directly or through any
Paying Agent (including the Company acting as Paying Agent) as the Trustee may
determine, to the Holders of such Notes of all sums due and to become due
thereon in respect of principal, premium, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

     The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

     Anything in this Article Eight to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section


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8.04(a) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06. Repayment to Company.

     Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of, premium, if any, or
interest on any Note and remaining unclaimed for two years after such principal,
and premium, if any, or interest has become due and payable shall be paid to the
Company on its request or (if then held by the Company) shall be discharged from
such trust; and the Holder of such Note shall thereafter look only to the
Company for payment thereof, and all liability of the Trustee or such Paying
Agent with respect to such trust money, and all liability of the Company as
trustee thereof, shall thereupon cease; provided, however, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Company cause to be published once, in the New York Times and The
Wall Street Journal (national edition), notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Company.

Section 8.07. Reinstatement.

     If the Trustee or Paying Agent is unable to apply any United States dollars
or non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided, however, that, if the Company makes any
payment of principal of, premium, if any, or interest on any Note following the
reinstatement of its obligations, the Company shall be subrogated to the rights
of the Holders of such Notes to receive such payment from the money held by the
Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01. Without Consent of Holders of Notes.

     Notwithstanding Section 9.02 of this Indenture, the Company, the Guarantors
and the Trustee may amend or supplement this Indenture, the Subsidiary
Guarantees or the Notes without the consent of any Holder of a Note:

     (a) to cure any ambiguity, defect or inconsistency;

     (b) to provide for uncertificated Notes in addition to or in place of
certificated Notes or to alter the provisions of Article 2 hereof (including the
related definitions) in a manner that does not materially adversely affect any
Holder;


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     (c) to provide for the assumption of the Company's or a Guarantor's
obligations to the Holders of the Notes by a successor to the Company pursuant
to Article 5 or Article 11 hereof;

     (d) to make any change that would provide any additional rights or benefits
to the Holders of the Notes or that does not adversely affect the legal rights
hereunder of any Holder of the Notes;

     (e) to comply with requirements of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA;

     (f) to provide for the issuance of Additional Notes in accordance with the
limitations set forth in this Indenture as of the date hereof; or

     (g) to allow any Guarantor to execute a supplemental indenture and/or a
Subsidiary Guarantee with respect to the Notes.

     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02 hereof, the Trustee shall join with the Company and the Guarantors in the
execution of any amended or supplemental Indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02. With Consent of Holders of Notes.

     Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including Section 3.09, 4.10 and 4.15
hereof), the Subsidiary Guarantees and the Notes with the consent of the Holders
of at least a majority in principal amount of the Notes then outstanding voting
as a single class (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), and, subject to Sections 6.04
and 6.07 hereof, any existing Default or Event of Default (other than a Default
or Event of Default in the payment of the principal of, premium, if any, or
interest on the Notes, except a payment default resulting from an acceleration
that has been rescinded) or compliance with any provision of this Indenture, the
Subsidiary Guarantees or the Notes may be waived with the consent of the Holders
of a majority in principal amount of the then outstanding Notes voting as a
single class (including consents obtained in connection with a tender offer or
exchange offer for, or purchase of, the Notes). Without the consent of at least
75% in principal amount of the Notes then outstanding (including consents
obtained in connection with a tender offer or exchange offer for, or purchase
of, such Notes), no waiver or amendment to this Indenture may make any change
relating to (1) the provisions of Article 10 hereof that adversely affect the
rights of any Holder of Notes, (2) release of any Guarantor from any of its
obligations under its Subsidiary Guarantee or this Indenture, except in
accordance with the terms of this Indenture or (3) postpone any interest payment
for a period not to exceed three years. Section 2.08 hereof shall determine
which Notes are considered to be outstanding for purposes of this Section 9.02.


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     Upon the request of the Company accompanied by a resolution of its Board of
Directors authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company in the execution of such amended or supplemental Indenture
unless such amended or supplemental Indenture directly affects the Trustee's own
rights, duties or immunities under this Indenture or otherwise, in which case
the Trustee may in its discretion, but shall not be obligated to, enter into
such amended or supplemental Indenture.

     It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it shall be sufficient if such consent approves the substance
thereof.

     After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders of Notes affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes (including Additional Notes,
if any) then outstanding voting as a single class may waive compliance in a
particular instance by the Company with any provision of this Indenture or the
Notes. However, without the consent of each Holder affected, an amendment or
waiver under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

     (a) reduce the principal amount of Notes whose Holders must consent to an
amendment, supplement or waiver;

     (b) reduce the principal of or change the fixed maturity of any Note or
alter or waive any of the provisions with respect to the redemption of the Notes
except as provided above with respect to Sections 3.09, 4.10 and 4.15 hereof;

     (c) reduce the rate of or change the time for payment of interest, except
as otherwise provided in the first paragraph of this Section 9.02, including
default interest, on any Note;

     (d) waive a Default or Event of Default in the payment of principal of, or
interest or premium, if any, or Liquidated Damages, if any, on the Notes (except
a rescission of acceleration of the Notes by the Holders of at least a majority
in aggregate principal amount of the then outstanding Notes (including
Additional Notes, if any) and a waiver of the payment default that resulted from
such acceleration);

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

     (f) make any change in the provisions of this Indenture relating to waivers
of past Defaults or the rights of Holders of Notes to receive payments of
principal of, or interest or premium or Liquidated Damages, if any, on the
Notes;

     (g) make any change in Section 6.04 or 6.07 hereof or in the foregoing
amendment and waiver provisions; or


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     (h) waive a redemption payment with respect to any Note except as provided
above with respect to Sections 3.09, 4.10 and 4.15 hereof; or

     (i) make any change in the preceding amendment or waiver provisions in
(a)-(h) above.

Section 9.03. Compliance with Trust Indenture Act.

     Every amendment or supplement to this Indenture or the Notes shall be set
forth in an amended or supplemental Indenture that complies with the TIA as then
in effect.

Section 9.04. Revocation and Effect of Consents.

     Until an amendment, supplement or waiver becomes effective, a consent to it
by a Holder of a Note is a continuing consent by the Holder of a Note and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05. Notation on or Exchange of Notes.

     The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

     Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06. Trustee to Sign Amendments, etc.

     The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article Nine if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.


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                                   ARTICLE 10.
                                  SUBORDINATION

Section 10.01. Agreement to Subordinate.

     The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full in cash of all Senior Debt (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt. This Article 10 shall
constitute a continuing offer to all Persons who become holders of, or continue
to hold, Senior Debt and such provisions are made for the benefit of the holders
of such Senior Debt and such holders are made obligees hereunder and any one or
more of them may enforce such provisions.

Section 10.02. Liquidation; Dissolution; Bankruptcy.

     (a) Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

          (i) holders of Senior Debt shall be entitled to receive payment in
     full in cash of all Obligations due in respect of such Senior Debt
     (including interest after the commencement of any such proceeding at the
     rate specified in the applicable Senior Debt whether or not a claim for
     such interest would be allowed in such proceeding) before Holders of the
     Notes shall be entitled to receive any payment with respect to the Notes or
     on account of any purchase or redemption or other acquisition on any Note
     (except that Holders may receive and retain (A) Permitted Junior Securities
     and (B) payments and other distributions made from any defeasance trust
     created pursuant to Section 8.01 hereof so long as, on the date or dates
     the respective amounts were paid into trust, such payments were made
     without violating the provisions set forth in this Article 10); and

          (ii) until all Obligations with respect to Senior Debt (as provided in
     clause (i) above) are paid in full in cash, any distribution to which
     Holders would be entitled but for this Article 10 shall be made to holders
     of Senior Debt (except that Holders of Notes may receive and retain (A)
     Permitted Junior Securities and (B) payments and other distributions made
     from any defeasance trust created pursuant to Section 8.01 hereof), as
     their interests may appear.

     (b) To the extent any payment of Senior Debt (whether by or on behalf of
the Company, as proceeds of security or enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or
other similar Person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then, if such payment is recovered by, or paid over
to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar Person, the Senior Debt or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.


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Section 10.03. Default on Designated Senior Debt.

     (a) Neither the Company nor any Guarantor may make any payment or
distribution to the Trustee or any Holder in respect of Obligations with respect
to the Notes and may not acquire from the Trustee or any Holder any Notes for
cash or property (other than (A) Permitted Junior Securities and (B) payments
and other distributions made from any defeasance trust created pursuant to
Section 8.01 hereof) until all principal and other Obligations with respect to
the Senior Debt have been paid in full in cash if:

          (i) a default in the payment of any principal or other Obligations
     with respect to Designated Senior Debt occurs and is continuing beyond any
     applicable grace period in the agreement, indenture or other document
     governing such Designated Senior Debt; or

          (ii) a default, other than a payment default, on Designated Senior
     Debt occurs and is continuing that then permits holders of the Designated
     Senior Debt to accelerate its maturity and the Trustee receives a notice of
     the default (a Payment Blockage Notice) from a Person who may give it
     pursuant to Section 10.11 hereof. If the Trustee receives any such Payment
     Blockage Notice, no subsequent Payment Blockage Notice shall be effective
     for purposes of this Section unless and until at least 360 days shall have
     elapsed since the effectiveness of the immediately prior Payment Blockage
     Notice. No nonpayment default that existed or was continuing on the date of
     delivery of any Payment Blockage Notice to the Trustee shall be, or be
     made, the basis for a subsequent Payment Blockage Notice unless such
     default has been cured or waived for a period of not less than 90 days.

     (b) The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

          (i) the date upon which the default is cured or waived, or

          (ii) in the case of a default referred to in clause (ii) of Section
     10.03(a) hereof, the earlier of: (A) 179 days after the applicable Payment
     Blockage Notice is received by the Trustee, or (B) the date on which the
     Trustee receives notice from or on behalf of the holders of Designated
     Senior Debt to terminate the applicable Payment Blockage Notice, unless in
     either case, the maturity of such Designated Senior Debt has been
     accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.04. Acceleration of Notes.

     If payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Debt of the acceleration.


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Section 10.05. When Distribution Must Be Paid Over.

     In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (except (A) in Permitted Junior Securities
or (B) from payments and other distributions made from any defeasance trust
created pursuant to Section 8.01 hereof) at a time such payment is prohibited by
Section 10.03 hereof, such payment shall be held by the Trustee or such Holder,
in trust for the benefit of, and shall be paid forthwith over and delivered,
upon written request, to, the holders of Senior Debt as their interests may
appear or their Representative under this indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective
interests may appear, for application to the payment of all Obligations with
respect to Senior Debt remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt.

     With respect to the holders of Senior Debt, the Trustee undertakes to
perform only such obligations on the part of the Trustee as are specifically set
forth in this Article 10, and no implied covenants or obligations with respect
to the holders of Senior Debt shall be read into this Indenture against the
Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
money or assets to which any holders of Senior Debt shall be entitled by virtue
of this Article 10, except if such payment is made as a result of the willful
misconduct or gross negligence of the Trustee.

Section 10.06. Notice by Company.

     The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article 10, but failure to give such notice
shall not affect the subordination of the Notes to the Senior Debt as provided
in this Article 10.

Section 10.07. Subrogation.

     After all Senior Debt is paid in full in cash and until the Notes are paid
in full, Holders of Notes shall be subrogated (equally and ratably with all
other Indebtedness pari passu with the Notes) to the rights of holders of Senior
Debt to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.08. Relative Rights.

     This Article 10 defines the relative rights of Holders of Notes and holders
of Senior Debt. Nothing in this Indenture shall:

          (i) impair, as between the Company and Holders of Notes, the
     obligation of the Company, which is absolute and unconditional, to pay
     principal of and interest on the Notes in accordance with their terms;


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          (ii) affect the relative rights of Holders of Notes and creditors of
     the Company other than their rights in relation to holders of Senior Debt;
     or

          (iii) prevent the Trustee or any Holder of Notes from exercising its
     available remedies upon a Default or Event of Default, subject to the
     rights of holders and owners of Senior Debt to receive distributions and
     payments otherwise payable to Holders of Notes.

     If the Company fails because of this Article 10 to pay principal of or
interest on a Note on the due date, the failure is still a Default or Event of
Default.

Section 10.09. Subordination May Not Be Impaired by Company.

     No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes shall be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

     Without in any way limiting the generality of the foregoing paragraph, the
holders of Senior Debt may, at any time from time to time, without the consent
of or notice to the Trustee, without incurring responsibility to the Trustee or
the Holders of the Notes and without impairing or releasing the subordination
provided in this Article 10 or the obligations hereunder of the Holders of the
Notes to the holders of the Senior Debt, do any one or more of the following:
(i) change the manner, place or terms of payment or extend the time of payment
of, or renew or alter, Senior Debt, or otherwise amend or supplement in any
manner, Senior Debt, or any instrument evidencing the same or any agreement
under which Senior Debt is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing Senior
Debt; (iii) release any Person liable in any manner for the payment or
collection of Senior Debt; and (iv) exercise or refrain from exercising any
rights against the Company and any other Person.

Section 10.10. Distribution or Notice to Representative.

     Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

     Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11. Rights of Trustee and Paying Agent.

     Notwithstanding the provisions of this Article 10 or any other provision of
this Indenture, the Trustee shall not be charged with knowledge of the existence
of any facts that would prohibit


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<PAGE>

the making of any payment or distribution by the Trustee, and the Trustee and
the Paying Agent may continue to make payments on the Notes, unless the Trustee
shall have received at its Corporate Trust Office at least five Business Days
prior to the date of such payment written notice of facts that would cause the
payment of any Obligations with respect to the Notes to violate this Article 10.
Only a Representative may give the notice. Nothing in this Article 10 shall
impair the claims of, or payments to, the Trustee under or pursuant to Section
7.07 hereof.

     The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

Section 10.12. Authorization to Effect Subordination.

     Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13. Amendments.

     The provisions of this Article 10 shall not be amended or modified without
the written consent of the holders of all Senior Debt.

                                   ARTICLE 11.
                              SUBSIDIARY GUARANTEES

Section 11.01. Guarantee.

     Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest 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 (b) 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. Each Guarantor agrees that this is a
Guarantee of payment and not a Guarantee of collection.

     The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence


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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. Each Guarantor hereby waives 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 and covenant that this
Subsidiary Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture.

     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 either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

     Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, 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 hereof
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 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. 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.

Section 11.02. Subordination of Subsidiary Guarantee.

     Notwithstanding any provision in this Article 11 to the contrary, the
Obligations of each Guarantor under its Subsidiary Guarantee pursuant to this
Article 11 shall be junior and subordinated to the Senior Guarantee of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company, and each of the provisions of Article 10 shall be deemed to
apply to each Subsidiary Guarantee, mutatis mutandis as if the Subsidiary
Guarantee were the Notes thereunder. For the purposes of the foregoing sentence,
the Trustee and the Holders shall have the right to receive and/or retain
payments by any of the Guarantors only at such times as they may receive and/or
retain payments in respect of the Notes pursuant to this Indenture, including
Article 10 hereof.

Section 11.03. Limitation on Guarantor Liability.

     Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the


                                       88

<PAGE>

extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor will, after giving effect to such maximum
amount and all other contingent and fixed liabilities of such Guarantor that are
relevant under such 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 this
Article 11, result in the obligations of such Guarantor under its Subsidiary
Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04. Execution and Delivery of Subsidiary Guarantee.

     To evidence its Subsidiary Guarantee set forth in Section 11.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit E shall be endorsed by an Officer
of such Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Guarantor by its
President or one of its Vice Presidents, or in the case of a limited
partnership, by the President or one of the Vice Presidents of its general
partner.

     Each Guarantor hereby agrees that its Subsidiary Guarantee set forth in
Section 11.01 shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Subsidiary Guarantee.

     If an Officer whose signature is on this Indenture or on the Subsidiary
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Subsidiary Guarantee is endorsed, the Subsidiary Guarantee shall
be valid nevertheless.

     The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Subsidiary Guarantee set forth
in this Indenture on behalf of the Guarantors.

     In the event that the Company creates or acquires any new Subsidiaries
subsequent to the date hereof, if required by Section 4.17 hereof, the Company
shall cause such Subsidiaries to execute supplemental indentures to this
Indenture and Subsidiary Guarantees in accordance with Section 4.17 hereof and
this Article 11, to the extent applicable.

Section 11.05. Guarantors May Consolidate, etc., on Certain Terms.

     Except as otherwise provided in Section 11.06, no Guarantor may 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 whether or not affiliated with such Guarantor unless:

     (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 (if other than a Guarantor or the Company)
unconditionally assumes all the obligations of such Guarantor, pursuant to a
supplemental indenture in form and substance reasonably satisfactory to the
Trustee, under the Notes, this Indenture, the Subsidiary Guarantee and the
Registration Rights Agreement on the terms set forth herein or therein; and


                                       89

<PAGE>

     (b) immediately after giving effect to such transaction, no Default or
Event of Default exists.

     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 this 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 this Indenture as the
Subsidiary Guarantees theretofore and thereafter issued in accordance with the
terms of this Indenture as though all of such Subsidiary Guarantees had been
issued at the date of the execution hereof.

     Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses
(a) and (b) above, nothing contained in this 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.

Section 11.06. Releases Following Sale of Assets.

     In the event of a sale or other disposition of all or substantially all of
the assets of any Guarantor, by way of merger, consolidation or otherwise, 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
transactions) a Restricted Subsidiary of the Company, 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 this Indenture, including without limitation Section
4.10 hereof. 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 this
Indenture, including without limitation Section 4.10 hereof, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Subsidiary Guarantee.

     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 this Indenture
as provided in this Article 11.


                                       90

<PAGE>

                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01. Satisfaction and Discharge.

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

(1) either:

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

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

(2)  no Default or Event of Default shall have occurred and be continuing on the
     date of such deposit or shall occur as a result of such deposit and such
     deposit will not result in a breach or violation of, or constitute a
     default under, any other instrument to which the Company or any Guarantor
     is a party or by which the Company or any Guarantor is bound;

(3)  the Company or any Guarantor has paid or caused to be paid all sums payable
     by it under this Indenture; and

(4)  the Company has delivered irrevocable instructions to the Trustee under
     this Indenture to apply the deposited money toward the payment of the Notes
     at maturity or the redemption date, as the case may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel, which may be subject to customary assumptions and exclusions, to the
Trustee stating that all conditions precedent to satisfaction and discharge have
been satisfied.

     Notwithstanding the satisfaction and discharge of this Indenture, if money
shall have been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Section 12.02 and Section 8.06 shall
survive.


                                       91

<PAGE>

Section 12.02. Application of Trust Money.

     Subject to the provisions of Section 8.06, all money deposited with the
Trustee pursuant to Section 12.01 shall be held in trust and applied by it, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as its
own Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
of the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee; but such money need not be segregated from
other funds except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 by reason of any legal proceeding or
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, the Company's
and any Guarantor's obligations under this Indenture and the Notes shall be
revived and reinstated as though no deposit had occurred pursuant to Section
12.01; provided that if the Company has made any payment of principal of,
premium, if any, or interest on any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01. Trust Indenture Act Controls.

     If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA ss. 318(c), the imposed duties shall control.

Section 13.02. Notices.

     Any notice or communication by the Company, any Guarantor or the Trustee to
the others is duly given if in writing and delivered in Person or mailed by
first class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
others' address:

     If to the Company and/or any Guarantor:

                  Entravision Communications Corporation
                  2425 Olympic Boulevard
                  Suite 6000 West
                  Santa Monica, CA 90404
                  Telephone No.: (310) 447-3870
                  Telecopier No.: (310) 447-3899
                  Attention:  Mr. Walter F. Ulloa

     With a copy to:

                  Entravision Communications Corporation


                                       92

<PAGE>

                  2425 Olympic Boulevard
                  Suite 6000 West
                  Santa Monica, CA 90404
                  Telephone No.: (310) 447-3873
                  Telecopier No.: (310) 447-1306
                  Attention:  Michael G. Rowles, Esq.

     With a copy to:

                  Foley & Lardner
                  2029 Century Park East
                  35th Floor
                  Los Angeles, CA 90067
                  Telephone No.: (310) 975-7832
                  Telecopier No.: (310) 557-8475
                  Attention: Lance Jon Kimmel, Esq.

     If to the Trustee:

                  Union Bank of California, N.A.
                  120 South San Pedro Street
                  Suite 400
                  Los Angeles, CA 90012
                  Telephone No.: (213) 972-5674
                  Telecopier No.: (213) 972-5694
                  Attention: Corporate Trust Division

     The Company, any Guarantor or the Trustee, by notice to the others may
designate additional or different addresses for subsequent notices or
communications.

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA (S) 313(c) , to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it shall not
affect its sufficiency with respect to other Holders.

     If a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.


                                       93

<PAGE>

     If the Company mails a notice or communication to Holders, it shall mail a
copy to the Trustee and each Agent at the same time.

Section 13.03. Communication by Holders of Notes with Other Holders of Notes.

     Holders may communicate pursuant to TIA (S) 312(b) with other Holders with
respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA ss.
312(c).

Section 13.04. Certificate and Opinion as to Conditions Precedent.

     Upon any request or application by the Company to the Trustee to take any
action under this Indenture (other than actions taken pursuant to Section 2.13),
the Company shall furnish to the Trustee:

     (a) an Officers' Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of the signers, all conditions precedent
and covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b) an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 13.05
hereof) stating that, in the opinion of such counsel, all such conditions
precedent and covenants have been satisfied.

Section 13.05. Statements Required in Certificate or Opinion.

     Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA (S) 314(a)(4)) shall comply with the provisions of TIA (S)
314(e) and shall include:

     (a) a statement that the Person making such certificate or opinion has read
such covenant or condition;

     (b) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

     (c) a statement that, in the opinion of such Person, he or she has made
such examination or investigation as is necessary to enable him to express an
informed opinion as to whether or not such covenant or condition has been
satisfied; and

     (d) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been satisfied.

Section 13.06. Rules by Trustee and Agents.

     The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.


                                       94

<PAGE>

Section 13.07. No Personal Liability of Directors, Officers, Employees and
               Stockholders.

     No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or such Guarantor under the Notes, the
Subsidiary Guarantees, this Indenture or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes.

Section 13.08. Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES 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.

Section 13.09. Submission to Jurisdiction; Service of Process; Waiver of Jury
               Trial.

     Each party hereto hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State Court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Indenture, the Notes, the
Subsidiary Guarantees or the transactions contemplated hereby and thereby. Each
party hereto irrevocably waives, to the fullest extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any
such proceeding brought in such a court and any claim that any such proceeding
brought in such a court has been brought in an inconvenient forum. Process in
any such suit, action or proceeding may be served on any party anywhere in the
world, whether within or without the State of New York. Without limiting the
foregoing, the parties agree that service of process upon such party at the
address referred to in Section 13.02, together with written notice of such
service to such party, shall be deemed effective service of process upon such
party. Each of the parties hereto irrevocably waives any and all rights to trial
by jury in any legal proceeding arising out of or relating to this Indenture,
the Notes, the Subsidiary Guarantees or the transactions contemplated hereby and
thereby.

Section 13.10. No Adverse Interpretation of Other Agreements.

     This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 13.11. Successors.

     All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.06.


                                       95

<PAGE>

Section 13.12. Severability.

     In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 13.13. Counterpart Originals.

     The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 13.14. Table of Contents, Headings, etc.

     The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]



                                       96

<PAGE>



                                   SIGNATURES

Dated as of March 1, 2002

<TABLE>

<S>                                                        <C>
Attest:                                                    Entravision Communications Corporation,
                                                             a Delaware corporation


By:  /s/ Michael G. Rowles                                  By:  /s/ Jeanette Tully
   ----------------------------------------------------        -----------------------------------------------------
Name:                                                      Name:
Title:                                                     Title:

                                                           GUARANTORS:

                                                           Entravision-Texas L.P., Inc., a Delaware corporation
                                                           Los Cerezos Television Company, a Delaware corporation
                                                           Entravision San Diego, Inc., a California corporation
                                                           The Community Broadcasting Company of San Diego, Inc., a California
                                                             corporation
                                                           Arizona Radio, Inc., a Delaware corporation
                                                           Las Tres Campanas Television, Inc., a Nevada corporation
                                                           Aspen FM, Inc., a Colorado corporation
                                                           Latin Communications Group Inc., a Delaware corporation
                                                           Latin Communications Inc., a Delaware corporation
                                                           VEA Acquisition Corp., a Delaware corporation
                                                           Latin Communications EXCL Inc., a Delaware corporation
                                                           EXCL Holdings, Inc., an Illinois corporation
                                                           EXCL Communications, Inc., an Illinois corporation
                                                           Embarcadero Media, Inc., a Delaware corporation
                                                           EMI Sacramento Radio, Inc., a California corporation
                                                           EMI Los Angeles Radio, Inc., a California corporation
                                                           Portland Radio, Inc., a Washington corporation
                                                           Riverside Radio, Inc., a California corporation

</TABLE>


                                       S-1

<PAGE>

<TABLE>
<S>                                                        <C>
                                                           Meridian Communications Company, a Nevada corporation
                                                           Sextant Broadcasting Company, a Nevada corporation
                                                           Metro Mix, Inc., an Illinois corporation
                                                           Norte Broadcasting, Inc., a California corporation
                                                           Norte Broadcasting of Colorado, Inc., an Illinois corporation
                                                           Norte Broadcasting of New Mexico, Inc., a New Mexico corporation
                                                           Norte Broadcasting of Nevada, Inc., a Nevada corporation
                                                           Pacifico Broadcasting, Inc., a California corporation
                                                           Radio Exito, Inc., a Nevada corporation
                                                           Sur Broadcasting, Inc., a California corporation
                                                           Sur Broadcasting of Colorado, Inc., an Illinois corporation
                                                           Sur Broadcasting of New Mexico, Inc., a New Mexico corporation
                                                           Z-Spanish Media Corporation, a Delaware corporation
                                                           New WNDZ, Inc., an Indiana corporation
                                                           NEWKKSJ, Inc., a California corporation
                                                           Personal Achievement Radio, Inc., a Delaware corporation
                                                           KPPC Radio, Inc., a California corporation
                                                           WZCO Broadcasting, Inc., an Illinois corporation
                                                           WRZA Broadcasting, Inc., an Illinois corporation
                                                           KZLZ Broadcasting, Inc., an Arizona corporation
                                                           KZFO Broadcasting, Inc., a California corporation
                                                           KZPZ Broadcasting, Inc., an Arizona corporation
                                                           KZPZ License Corporation, an Arizona corporation
                                                           KZMS Broadcasting, Inc., a California corporation
                                                           KZCO Broadcasting, Inc., a California corporation
                                                           Oroville Radio, Inc., a California corporation

</TABLE>


                                       S-2

<PAGE>

<TABLE>
<S>                                                        <C>
                                                           KZST Broadcasting, Inc., a California corporation
                                                           KTLR Broadcasting, Inc., a Texas corporation
                                                           KZSL Broadcasting, Inc., a California corporation
                                                           KHZZ Broadcasting, Inc., a California corporation
                                                           WLQY Broadcasting, Inc., a Delaware corporation
                                                           Glendale Broadcasting, Inc., an Arizona corporation
                                                           Vista Media Group, Inc., a Delaware corporation
                                                           Vista Media Group of New York, Inc., a Delaware corporation
                                                           Seaboard Outdoor Advertising Co., Inc., a New York corporation
                                                           Sale Point Posters, Inc., a New York corporation
                                                           Vista Outdoor Advertising, Inc. (N.Y.), a Delaware corporation
                                                           Vista Outdoor Advertising, Inc. (CAL.), a Delaware corporation


Attest:

By: /s/ Michael G. Rowles                                  By: /s/ Jeanette Tully
   ----------------------------------------------------       ----------------------------------------------------
Name:                                                      Name:
Title:                                                     Title:
</TABLE>



                                       S-3

<PAGE>

<TABLE>
<S>                                                        <C>
                                                           Entravision-Texas Limited Partnership, a Texas limited partnership

                                                                 By:   Entravision-Texas G.P., L.L.C., a Delaware limited liability
                                                                       company

                                                                 Its:  General Partner

Attest:

By:                 /s/ Michael G. Rowles                  By:                   /s/ Jeanette Tully
   ----------------------------------------------------       ------------------------------------------------------
Name:                                                      Name:
Title:                                                     Title:


                                                           Entravision-Texas G.P., LLC, a Delaware limited liability company
                                                           Entravision Communications Company, L.L.C., a Delaware limited liability
                                                             company

                                                           Entravision Communications of Midland, L.L.C., a Delaware limited
                                                             liability company
                                                           Entravision, L.L.C., a Delaware limited liability company
                                                           Entravision-El Paso, L.L.C., a Delaware limited liability company


Attest:

By:                 /s/ Michael G. Rowles                   By:                  /s/ Jeanette Tully
   ----------------------------------------------------       ------------------------------------------------------
Name:                                                      Name:
Title:                                                     Title:
</TABLE>


                                       S-4

<PAGE>
<TABLE>
<S>                                                        <C>
                                                           Union Bank of California, N.A.,
                                                             as Trustee


                                                           By: /s/ Alison T. Braunstein
                                                              ------------------------------------------------------
                                                           Name:  Alison T. Braunstein
                                                           Title: Assistant Vice President
</TABLE>



                                       S-5

<PAGE>

                                   Schedule I

                             SCHEDULE OF GUARANTORS

     The following schedule lists each Guarantor under the Indenture as of the
Issue Date:

Entravision-Texas L.P., Inc., a Delaware corporation
Los Cerezos Television Company, a Delaware corporation
Entravision San Diego, Inc., a California corporation
The Community Broadcasting Company of San Diego, Inc., a California corporation
Arizona Radio, Inc., a Delaware corporation
Las Tres Campanas Television, Inc., a Nevada corporation
Aspen FM, Inc., a Colorado corporation
Latin Communications Group Inc., a Delaware corporation
Latin Communications Inc., a Delaware corporation
VEA Acquisition Corp., a Delaware corporation
Latin Communications EXCL Inc., a Delaware corporation
EXCL Holdings, Inc., an Illinois corporation
EXCL Communications, Inc., an Illinois corporation
Embarcadero Media, Inc., a Delaware corporation
EMI Sacramento Radio, Inc., a California corporation
EMI Los Angeles Radio, Inc., a California corporation
Portland Radio, Inc., a Washington corporation
Riverside Radio, Inc., a California corporation
Meridian Communications Company, a Nevada corporation
Sextant Broadcasting Company, a Nevada corporation
Metro Mix, Inc., an Illinois corporation
Norte Broadcasting, Inc., a California corporation
Norte Broadcasting of Colorado, Inc., an Illinois corporation
Norte Broadcasting of New Mexico, Inc., a New Mexico corporation
Norte Broadcasting of Nevada, Inc., a Nevada corporation
Pacifico Broadcasting, Inc., a California corporation
Radio Exito, Inc., a Nevada corporation
Sur Broadcasting, Inc., a California corporation
Sur Broadcasting of Colorado, Inc., an Illinois corporation
Sur Broadcasting of New Mexico, Inc., a New Mexico corporation
Z-Spanish Media Corporation, a Delaware corporation
New WNDZ, Inc., an Indiana corporation
NEWKKSJ, Inc., a California corporation
Personal Achievement Radio, Inc., a Delaware corporation
KPPC Radio, Inc., a California corporation
WZCO Broadcasting, Inc., an Illinois corporation
WRZA Broadcasting, Inc., an Illinois corporation
KZLZ Broadcasting, Inc., an Arizona corporation
KZFO Broadcasting, Inc., a California corporation


                                      S-1

<PAGE>

KZPZ Broadcasting, Inc., an Arizona corporation
KZPZ License Corporation, an Arizona corporation
KZMS Broadcasting, Inc., a California corporation
KZCO Broadcasting, Inc., a California corporation
Oroville Radio, Inc., a California corporation
KZST Broadcasting, Inc., a California corporation
KTLR Broadcasting, Inc., a Texas corporation
KZSL Broadcasting, Inc., a California corporation
KHZZ Broadcasting, Inc., a California corporation
WLQY Broadcasting, Inc., a Delaware corporation
Glendale Broadcasting, Inc., an Arizona corporation
Vista Media Group, Inc., a Delaware corporation
Vista Media Group of New York, Inc., a Delaware corporation
Seaboard Outdoor Advertising Co., Inc., a New York corporation
Sale Point Posters, Inc., a New York corporation
Vista Outdoor Advertising, Inc. (N.Y.), a Delaware corporation
Vista Outdoor Advertising, Inc. (CAL.), a Delaware corporation
Entravision-Texas Limited Partnership, a Texas limited partnership
Entravision-Texas G.P., LLC, a Delaware limited liability company
Entravision Communications Company, L.L.C., a Delaware limited liability company
Entravision Communications of Midland, L.L.C., a Delaware limited liability
  company
Entravision, L.L.C., a Delaware limited liability company
Entravision-El Paso, L.L.C., a Delaware limited liability company

                                       S-2

<PAGE>


                                                                     EXHIBIT A-1

                                 [Face of Note]
--------------------------------------------------------------------------------

                                                              CUSIP ____________

                     __% Senior Subordinated Notes due _____

No. ___                                                            $____________

                     ENTRAVISION COMMUNICATIONS CORPORATION

promises to pay to _____________________________________________________________

or registered assigns,

the principal sum of ___________________________________________________________

Dollars on ___________.

Interest Payment Dates: _________ and _________, commencing on _____________

Record Dates: _________ and _________

Dated:  ______________

                                       ENTRAVISION COMMUNICATIONS CORPORATION


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                                        (SEAL)

This is one of the Notes referred to
in the within-mentioned Indenture:

UNION BANK OF CALIFORNIA, N.A.,
  as Trustee

By:
   -----------------------------------
   Authorized Signatory

--------------------------------------------------------------------------------


                                      A-1-1

<PAGE>

                                 [Back of Note]
                     __% Senior Subordinated Notes due _____

[Insert the Global Note Legend and/or the Private Placement Legend, if
applicable, pursuant to the provisions of the Indenture]

Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

     1. INTEREST. Entravision Communications Corporation, a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this Note
at __% per annum from ________ until maturity and shall pay Liquidated Damages,
if any, applicable to this Note. The Company shall pay interest and such
Liquidated Damages semi-annually in arrears on _________ and _________ of each
year, or, if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). Interest on the Notes will accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be ____________.
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1% per annum in excess of the rate
then in effect; it shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue installments of interest and
Liquidated Damages, if any (without regard to any applicable grace periods) from
time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months.

     2. METHOD OF PAYMENT. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on _________ and _________ preceding the Interest Payment
Date, even if such Notes are canceled after such record date and on or before
such Interest Payment Date, except as provided in Section 2.12 of the Indenture
with respect to defaulted interest. The Notes will be payable as to principal,
premium and Liquidated Damages, if any, and interest at the office or agency of
the Company maintained for such purpose within the City of Los Angeles and the
State of California, or, at the option of the Company, payment of interest and
Liquidated Damages, if any, may be made by check mailed to the Holders at their
addresses set forth in the register of Holders, and provided that payment by
wire transfer of immediately available funds will be required with respect to
principal of, and interest, premium and Liquidated Damages, if any, on, all
Global Notes and all other Notes the Holders of which shall have provided wire
transfer instructions to the Company or the Paying Agent. Such payment shall be
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts.

     3. PAYING AGENT AND REGISTRAR. Initially, the Trustee will act as Paying
Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.

     4. INDENTURE. The Company issued the Notes under an Indenture dated as of
March 1, 2002 ("Indenture") between the Company, the guarantors party thereto
(the "Guarantors") and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code(S)(S)77aaa-


                                      A-1-2

<PAGE>

77bbbb). The Notes are subject to all such terms, and Holders are referred to
the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of this Indenture shall govern and be controlling.

     5. OPTIONAL REDEMPTION.

     (a) Notwithstanding the provisions of subparagraph (b) of this Paragraph 5,
at any time prior to ____________, the Company may redeem Notes with the net
proceeds of one or more Equity Offerings at a redemption price equal to ___% of
the aggregate principal amount thereof; provided that at least 65% in aggregate
principal amount of the Notes originally issued remain outstanding immediately
after the occurrence of such redemption and that such redemption occurs within
180 days of the date of the closing of such Equity Offering.

     (b) Except as described above, the Company shall not have the option to
redeem the Notes prior to ____________. Thereafter, the Company shall have the
option to redeem the Notes, in whole or in part, upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on _________of the years indicated below:

<TABLE>
<CAPTION>

  Year                                                         Percentage
  ----                                                         ----------
  <S>                                                          <C>
  2006........................................................     %
  2007........................................................     %
  2008........................................................     %
</TABLE>

     6. MANDATORY REDEMPTION. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Notes.

     7. REPURCHASE AT OPTION OF HOLDER.

     (a) If there is a Change of Control, the Company will be required to make
an offer (a "Change of Control Offer") to repurchase all or any part (equal to
$1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 10 business days following any Change
of Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

     (b) If the Company or a Subsidiary consummates any Asset Sales, when the
aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall
commence an offer to all Holders of Notes (an "Asset Sale Offer") pursuant to
Section 3.09 of the Indenture to purchase the maximum principal amount of Notes
that may be purchased out of the Excess Proceeds at an offer price in cash in an
amount equal to 100% of the principal amount thereof plus accrued and unpaid
interest and Liquidated Damages thereon, if any, to the date fixed for the
closing of such offer, in accordance with the procedures set forth in the
Indenture. To the extent that the aggregate amount of Notes tendered pursuant to
an Asset Sale Offer is less than the Excess Proceeds, the Company (or such
Subsidiary) may use such deficiency for general corporate purposes. If the
aggregate principal amount of Notes surrendered by Holders thereof exceeds the
amount of Excess Proceeds, the Trustee shall select the Notes to be purchased on
a pro rata basis. Holders of Notes that are the subject of an offer to purchase


                                      A-1-3

<PAGE>

will receive an Asset Sale Offer from the Company prior to any related purchase
date and may elect to have such Notes purchased by completing the form entitled
"Option of Holder to Elect Purchase" on the reverse of the Notes.

     8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part, but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date, interest ceases to accrue on Notes or portions
thereof called for redemption.

     9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

     10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

     11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in principal amount of
the then outstanding Notes voting as a single class, and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes voting as a single class. Without the consent of any Holder of
a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented to cure any ambiguity, defect or inconsistency, to provide for
uncertificated Notes in addition to or in place of certificated Notes, to
provide for the assumption of the Company's or Guarantors' obligations to
Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, or to
allow any Guarantor to execute a supplemental indenture to the Indenture and/or
a Subsidiary Guarantee with respect to the Notes.

     12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for 30
days in the payment when due of interest or Liquidated Damages on the Notes;
(ii) default in payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise; (iii) failure
by the Company to comply with Section 4.15 or 5.01 of the Indenture or failure
by the Company to comply with any of the covenants in the Indenture in
connection with any payment with respect to the Preferred Stock, or a judgment
against the Company requiring the Company to make a payment with respect to the
Preferred Stock; (iv) failure by the Company for 30 days after notice to the
Company by the Trustee or the Holders of at least 25% in principal amount of the
Notes then outstanding voting as a single class to comply with Section 4.07,
4.09 or 4.10 of the Indenture; (v) failure by the Company for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in principal


                                      A-1-4

<PAGE>

amount of the Notes then outstanding voting as a single class to comply with
certain other agreements in the Indenture; (vi) default under certain other
agreements relating to Indebtedness of the Company which default is caused by a
failure to pay principal of such Indebtedness at the final maturity thereof or
results in the acceleration of such Indebtedness prior to its express maturity;
(vii) certain final judgments for the payment of money in excess of $5,000,000
not covered by insurance that remain undischarged for a period of 60 days;
(viii) certain events of bankruptcy or insolvency with respect to the Company or
any of its Significant Subsidiaries; and (ix) except as permitted by the
Indenture, any Subsidiary Guarantee of a Significant Subsidiary shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor that is a Significant
Subsidiary or any Person acting on its behalf shall deny or disaffirm its
obligations under such Guarantor's Subsidiary Guarantee. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes will become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal, interest, premium or Liquidated Damages,
if any) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
the principal of, premium and Liquidated Damages, if any, on or interest on, the
Notes. The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

     13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any
other capacity, may make loans to, accept deposits from, and perform services
for, the Company or its Affiliates, and may otherwise deal with the Company or
its Affiliates, as if it were not the Trustee.

     14. NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator
or stockholder, of the Company, as such, shall not have any liability for any
obligations of the Company under the Notes or the Indenture or for any claim
based on, in respect of, or by reason of, such obligations or their creation.
Each Holder by accepting a Note waives and releases all such liability. The
waiver and release are part of the consideration for the issuance of the Notes.

     15. AUTHENTICATION. This Note shall not be valid until authenticated by the
manual signature of the Trustee or an authenticating agent.

     16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

     17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED
DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Restricted Global Notes and Restricted Definitive
Notes shall have all the rights set forth in the Registration Rights Agreement
dated as of _________, among the Company, the Guarantors and the other


                                      A-1-5

<PAGE>

parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of any Additional Notes (collectively, the
"Registration Rights Agreements").

     18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

     19. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN
AND BE USED TO CONSTRUE THE NOTES 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.

     20. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY TRIAL.
Each party hereto hereby submits to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York
State Court sitting in New York City for purposes of all legal proceedings
arising out of or relating to the Notes or the transactions contemplated hereby.
Each party hereto irrevocably waives, to the fullest extent permitted by law,
any objection which it may now or hereafter have to the laying of the venue of
any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the State of New York. Without
limiting the foregoing, the parties agree that service of process upon such
party at the address referred to in Section 13.02 of the Indenture, together
with written notice of such service to such party, shall be deemed effective
service of process upon such party. Each of the parties hereto irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to the Notes or the transactions contemplated hereby.

     The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Entravision Communications Corporation
2425 Olympic Boulevard
Suite 6000 West
Santa Monica, CA 90404
Attention:  Assistant Corporate Secretary


                                      A-1-6

<PAGE>

                                 ASSIGNMENT FORM

     To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
                                             -----------------------------------
                                                (Insert assignee's legal name)

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        --------------------------------------------------------
to transfer this Note on the books of the Company.  The agent may substitute
another to act for him.

Date:                     Your Signature:
     -------------------                 ---------------------------------------
                                           (Sign exactly as your name appears
                                                on the face of this Note)


Signature Guarantee*:
                     ----------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-1-7

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

     If you want to elect to have this Note purchased by the Company pursuant to
Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                [_]  Section 4.10               [_]    Section 4.15

     If you want to elect to have only part of the Note purchased by the Company
pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you
elect to have purchased:

                             $
                              ---------------------

Date:
      -----------------
                             Your Signature:
                                            ------------------------------------
                                             (Sign exactly as your name appears
                                                  on the face of this Note)

                             Tax Identification No.:
                                                    ----------------------------

Signature Guarantee*:
                      ------------------------------

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-1-8

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>

                                                                           Principal Amount         Signature of
                           Amount of decrease    Amount of increase in    of this Global Note    Responsible Officer
                           in Principal Amount    Principal Amount of       following such       of Trustee or Note
Date of Exchange          of this Global Note      this Global Note     decrease (or increase)       Custodian
------------------------  --------------------   ---------------------  ----------------------   -------------------
<S>                       <C>                    <C>                    <C>                      <C>



</TABLE>


                                      A-1-9

<PAGE>

[Insert Subsidiary Guarantee notation, pursuant to the provisions of the
Indenture, and substantially in the form of Exhibit E hereof]



                                     A-1-10

<PAGE>

                                                                     EXHIBIT A-2

                   FORM OF REGULATION S TEMPORARY GLOBAL NOTE

     THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED BY THIS CERTIFICATE WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE
SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE:
(1) BY ITS ACQUISITION OF THE SECURITY REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED BY THIS CERTIFICATE
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (C) IT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
INVESTOR") THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF AN INSTITUTIONAL ACCREDITED INVESTOR; AND (2) IS HEREBY NOTIFIED THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A OR ANOTHER EXEMPTION UNDER THE SECURITIES
ACT. THE HOLDER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE AGREES FOR THE
BENEFIT OF THE COMPANY AND THE GUARANTORS THAT (X) THIS SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER
REASONABY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, IF AVAILABLE, (C) OUTSIDE THE UNITED STATES TO A PERSON THAT IS
NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS PURCHASING AT LEAST $100,000
OF NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED
INVESTOR (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2)
TO THE COMPANY OR ANY OF ITS SUBISIDIARIES OR (3) UNDER AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED BY THIS CERTIFICATE OF
THE RESALE RESTRICTIONS DESCRIBED IN (X) ABOVE. IN


                                      A-2-1

<PAGE>

CONNECTION WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE
ORIGINAL ISSUANCE OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED
INVESTOR, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND
THE COMPANY SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER
OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


                                      A-2-2

<PAGE>

                                                        CUSIP:  ________________

                     ENTRAVISION COMMUNICATIONS CORPORATION
                     (Incorporated in the State of Delaware)
                    ____% SENIOR SUBORDINATED NOTES DUE 2009
                       REGULATION S TEMPORARY GLOBAL NOTE

     Entravision Communications Corporation, a corporation duly incorporated and
existing under the laws of the State of Delaware (the "Company"), for value
received, hereby promises to pay to holder upon presentation and surrender of
this Regulation S Temporary Global Note the principal sum of __________
(U.S.$__________) United States Dollars on ____________ and to pay interest
thereon, from ____________ semiannually in arrears on _________ and _________ in
each year, commencing ____________, at the rate of __% per annum, until the
principal hereof is paid or made available for payment; provided, however, that
interest on this Regulation S Temporary Global Note shall be payable only after
the issuance of the Regulation S Permanent Global Note. This Regulation S
Temporary Global Note is one of a duly authorized issue of Notes of the Company
designated as specified in the title hereof, issued and to be issued under the
Indenture dated as of March 1, 2002 (the "Indenture") between the Company, the
Guarantors, and Union Bank of California, N.A., as Trustee (the "Trustee," which
term includes any successor trustee under the Indenture). A beneficial interest
in this Regulation S Temporary Global Note may not be exchanged for a Definitive
Note or transferred to a person who takes delivery thereof in the form of a
Definitive Note prior to: (a) the expiration of the Restricted Period and (b)
the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer
pursuant to an exemption from the registration requirement of the Securities Act
other than Rule 903 or Rule 904. Until exchanged in full for Definitive Notes,
this Regulation S Temporary Global Note shall in all respects be entitled to the
same benefits under, and subject to the same terms and conditions of, the
Indenture as Definitive Notes authenticated and delivered thereunder, except
that neither the holder hereof nor the beneficial owners of this Regulation S
Temporary Global Note shall be entitled to receive payment of interest hereon.

     THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF AMERICA,
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

     All terms used in this Regulation S Temporary Global Note which are defined
in the Indenture shall have the meanings assigned to them in the Indenture.
Unless the certificate of authentication hereon has been manually executed by an
authorized signatory of the Trustee, this Regulation S Temporary Global Note
shall not be entitled to any benefit under the Indenture or valid or obligatory
for any purpose.


                                      A-2-3

<PAGE>

IN WITNESS WHEREOF, the Company has caused this Regulation S Temporary Global
Note to be duly executed in its corporate name by its duly authorized signatory
under its corporate seal.

Dated:                                 ENTRAVISION COMMUNICATIONS CORPORATION
      ------------------

                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:

[CORPORATE SEAL]






CERTIFICATE OF AUTHENTICATION

This is one of the Securities described in the within-mentioned Indenture.

  Authenticated By or on Behalf of

  Union Bank of California, N.A.,
    as Trustee


  By:
     ---------------------------------
     Name:
     Title:


                                     A-2-4

<PAGE>

                                                                       EXHIBIT B
                                                                       ---------


                         FORM OF CERTIFICATE OF TRANSFER

Entravision Communications Corporation
2425 Olympic Boulevard
Suite 6000 West
Santa Monica, CA 90404

Union Bank of California, N.A.
120 South San Pedro Street
Suite 4000
Los Angeles, CA 90012

                  Re: ___% Senior Subordinated Notes due _____

         Reference is hereby made to the Indenture, dated as of March 1, 2002
(the "Indenture"), by and among Entravision Communications Corporation, a
Delaware corporation, as issuer (the "Company"), the Guarantors listed on
Schedule I of the Indenture, as guarantors, and Union Bank of California, N.A.,
as trustee (the "Trustee," which term includes any successor Trustee under the
Indenture). Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

         ___________________, (the "Transferor") owns and proposes to transfer
the Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [_] Check if Transferee will take delivery of a beneficial interest
                ---------------------------------------------------------------
in the 144A Global Note or a Definitive Note Pursuant to Rule 144A. The Transfer
------------------------------------------------------------------
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

         2. [_] Check if Transferee will take delivery of a beneficial interest
                ---------------------------------------------------------------
in the Regulation S Global Note or a Definitive Note pursuant to Regulation S.
-----------------------------------------------------------------------------
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such

                                       B-1

<PAGE>

Transferor and any Person acting on its behalf reasonably believed and believes
that the Transferee was outside the United States or (y) the transaction was
executed in, on or through the facilities of a designated offshore securities
market and neither such Transferor nor any Person acting on its behalf knows
that the transaction was prearranged with a buyer in the United States, (ii) no
directed selling efforts have been made in contravention of the requirements of
Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act, and (iv) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note and/or the
Definitive Note and in the Indenture and the Securities Act.

         3. [_] Check and complete if Transferee will take delivery of a
                --------------------------------------------------------
beneficial interest in the IAI Global Note or a Definitive Note pursuant to any
-------------------------------------------------------------------------------
provision of the Securities Act other than Rule 144A or Regulation S. The
--------------------------------------------------------------------
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

                (a) [_]  such Transfer is being effected pursuant to and in
         accordance with Rule 144 under the Securities Act;

                                       or

                (b) [_]  such Transfer is being effected to the Company or a
         subsidiary thereof;

                                       or

                (c) [_]  such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                (d) [_]  such Transfer is being effected to an Institutional
         Accredited Investor and pursuant to an exemption from the registration
         requirements of the Securities Act other than Rule 144A, Rule 144 or
         Rule 904, and the Transferor hereby further certifies that it has not
         engaged in any general solicitation within the meaning of Regulation D
         under the Securities Act and the Transfer complies with the transfer
         restrictions applicable to beneficial interests in a Restricted Global
         Note or Restricted Definitive Notes and the requirements of the
         exemption claimed, which certification is supported by (1) a
         certificate executed by the Transferee in the form of Exhibit D to the
         Indenture and (2) if the Company so requests, an Opinion of Counsel
         provided by the Transferor or the Transferee (a copy of which the
         Transferor has attached to this certification), to the effect that such
         Transfer is in compliance with the Securities Act. Upon consummation of
         the proposed transfer in accordance with the terms of the Indenture,
         the transferred beneficial interest or Definitive Note will be subject
         to the restrictions

                                       B-2

<PAGE>

         on transfer enumerated in the Private Placement Legend printed on the
         IAI Global Note and/or the Definitive Notes and in the Indenture and
         the Securities Act.

         4.  [_] Check if Transferee will take delivery of a beneficial interest
             -------------------------------------------------------------------
in an Unrestricted Global Note or of an Unrestricted Definitive Note.
---------------------------------------------------------------------

         (a) [_] Check if Transfer is pursuant to Rule 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

         (b) [_] Check if Transfer is Pursuant to Regulation S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         (c) [_] Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                          --------------------------------------
                                          [Insert Name of Transferor]


                                          By:
                                             -----------------------------------
                                             Name:
                                             Title:


Dated:  _______________________


                                       B-3


<PAGE>

                       ANNEX A TO CERTIFICATE OF TRANSFER

         1.  The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

             (a)  [_] beneficial interest in the:

                    (i)  [_]   144A Global Note (CUSIP _________), or

                   (ii)  [_]   Regulation S Global Note (CUSIP _________), or

                  (iii)  [_]   IAI Global Note (CUSIP _________); or

             (b)  [_] a Restricted Definitive Note.

         2.  After the Transfer the Transferee will hold:

                                   [CHECK ONE]

             (a)  [_] a beneficial interest in the:

                    (i)  [_]   144A Global Note (CUSIP _________), or

                   (ii)  [_]   Regulation S Global Note (CUSIP _________), or

                  (iii)  [_]   IAI Global Note (CUSIP _________); or

                   (iv)  [_]   Unrestricted Global Note (CUSIP _________); or

             (b)  [_] a Restricted Definitive Note; or

             (c)  [_] an Unrestricted Definitive Note,

             in accordance with the terms of the Indenture.



                                       B-4


<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

                         FORM OF CERTIFICATE OF EXCHANGE

Entravision Communications Corporation
2425 Olympic Boulevard
Suite 6000 West
Santa Monica, CA 90404

Union Bank of California, N.A.
120 South San Pedro Street
Suite 400
Los Angeles, CA 90012

                  Re: ___% Senior Subordinated Notes due _____

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of March 1, 2002
(the "Indenture"), by and among Entravision Communications Corporation, a
Delaware corporation, as issuer (the "Company"), the Guarantors listed on
Schedule I of the Indenture, as guarantors, and Union Bank of California, N.A.,
as trustee (the "Trustee," which term includes any successor Trustee under the
Indenture). Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

         __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

         1.     Exchange of Restricted Definitive Notes or Beneficial Interests
                ---------------------------------------------------------------
in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial
---------------------------------------------------------------------------
Interests in an Unrestricted Global Note
----------------------------------------

         (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to beneficial interest in an Unrestricted Global Note. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the United States Securities Act of
1933, as amended (the "Securities Act"), (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest in an Unrestricted Global Note is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

         (b) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Unrestricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been

                                       C-1

<PAGE>

effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [_] Check if Exchange is from Restricted Definitive Note to
beneficial interest in an Unrestricted Global Note. In connection with the
Owner's Exchange of a Restricted Definitive Note for a beneficial interest in an
Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) [_] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2.    Exchange of Restricted Definitive Notes or Beneficial Interests
               ---------------------------------------------------------------
in Restricted Global Notes for Restricted Definitive Notes or Beneficial
------------------------------------------------------------------------
Interests in Restricted Global Notes
------------------------------------

         (a) [_] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) [_] Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [_] 144A Global Note, [_] Regulation S Global Note, [_] IAI Global
Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

                                       C-2


<PAGE>

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


                                       -----------------------------------------
                                               [Insert Name of Transferor]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


Dated:  ______________________


                                       C-3


<PAGE>

                                                                       EXHIBIT D
                                                                       ---------

                             FORM OF CERTIFICATE OF
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Entravision Communications Corporation
2425 Olympic Boulevard
Suite 6000 West
Santa Monica, CA 90404

Union Bank of California, N.A.
120 South San Pedro Street
Suite 400
Los Angeles, CA 90012

                  Re: ___% Senior Subordinated Notes due _____

         Reference is hereby made to the Indenture, dated as of March 1, 2002
(the "Indenture"), by and among Entravision Communications Corporation, a
Delaware corporation, as issuer (the "Company"), the Guarantors listed on
Schedule I of the Indenture, as guarantors, and Union Bank of California, N.A.,
as trustee (the "Trustee," which term includes any successor Trustee under the
Indenture). Capitalized terms used but not defined herein shall have the
meanings given to them in the Indenture.

         In connection with our proposed purchase of $____________ aggregate
principal amount of:

         (a) [_] a beneficial interest in a Global Note, or

         (b) [_] a Definitive Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if the Company so requests, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to

                                       D-1

<PAGE>

the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                      ------------------------------------------
                                            [Insert Name of Accredited Investor]


                                      By:
                                         ---------------------------------------
                                         Name:
                                         Title:

Dated:  _______________________


                                       D-2

<PAGE>

                                                                       EXHIBIT E
                                                                       ---------

                          FORM OF SUBSIDIARY GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 1, 2002 (the "Indenture") among
Entravision Communications Corporation (the "Company"), the Restricted
Subsidiaries listed on the signature pages thereof and Union Bank of California,
N.A., as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium, if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, and, to
the extent permitted by law, interest, and the due and punctual performance of
all other obligations of the Company to the Holders or the Trustee all in
accordance with the terms of the Indenture and (b) in case of any extension of
time of payment or renewal of any Notes or any of such other obligations, that
the 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. The obligations of the Guarantors to the Holders of
Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture
are expressly set forth in Article 11 of the Indenture and reference is hereby
made to the Indenture for the precise terms of the Subsidiary Guarantee. Each
Holder of a Note, by accepting the same, (a) agrees to and shall be bound by
such provisions, (b) authorizes and directs the Trustee, on behalf of such
Holder, to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose; provided, however, that the
Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.

                                           [NAME OF GUARANTOR(S)]

                                           By:
                                              ----------------------------------
                                              Name:
                                              Title:



                                       E-1


<PAGE>

                                                                       EXHIBIT F
                                                                       ---------

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), each
of which Guaranteeing Subsidiary is an indirect subsidiary of Entravision
Communications Corporation, a Delaware corporation (the "Company"), the Company,
the other Guarantors (as defined in the Indenture referred to herein) and Union
Bank of California, N.A., as trustee under this 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 (the "Indenture"), dated as of March 1, 2002 providing for
the issuance of an aggregate principal amount of up to $300,000,000 of 8.125%
Senior Subordinated Notes due 2009 (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 such 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 Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.  CAPITALIZED TERMS.  Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.  AGREEMENT TO GUARANTEE.  The Guaranteeing Subsidiary hereby agrees
as follows:

                  (a) Along with all Guarantors named in the Indenture, to
         jointly and severally, unconditionally guarantee to each Holder of a
         Note authenticated and delivered by the Trustee and to the Trustee and
         its successors and assigns, irrespective of the validity and
         enforceability of the Indenture, the Notes or the obligations of the
         Company hereunder or thereunder, that:

                           (i) the principal of and interest 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

                                       F-1

<PAGE>

                  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.
                  Each Guarantor agrees that this is a Guarantee of payment and
                  not a Guarantee of collection.

                  (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 the 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 Subsidiary shall not be entitled to any
         right of subrogation in relation to the Holders in respect of any
         obligations 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, any rights to receive contribution from, or any 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

                                       F-2

<PAGE>

         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 SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

                  (a) The Guaranteeing Subsidiary 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 whether or not affiliated with such
         Guarantor unless:

                           (i) subject to Section 11.06 of the Indenture, the
                  Person acquiring the property in any such sale or disposition
                  or the Person formed by or surviving any such consolidation or
                  merger (if other than a Guarantor or the Company)
                  unconditionally assumes all the obligations of such Guarantor,
                  pursuant to a supplemental indenture in form and substance
                  reasonably satisfactory to the Trustee, under the Notes, the
                  Indenture, the Subsidiary Guarantee and the Registration
                  Rights Agreement on the terms set forth herein or therein; and

                           (ii) immediately after giving effect to such
                  transaction, no Default or Event of Default exists.

                  (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 of the Indenture,
         and notwithstanding clauses (a) and (b) 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 of a sale or other disposition of all or
         substantially all of the assets of any Guarantor, by way of merger,
         consolidation or otherwise, or a sale or other disposi-


                                       F-3

<PAGE>

         tion of all 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 Restricted Subsidiary of the Company, 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 the 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 BUT 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.

         8. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY
TRIAL. Each party hereto hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State Court sitting in New York City for purposes of all legal
proceedings arising out of or relating to this Supplemental Indenture, the
Notes, the Subsidiary Guarantees or the transactions contemplated hereby and
thereby. Each party hereto irrevocably waives, to the fullest extent permitted
by law, any objection which it may now or hereafter have to the laying of the
venue of any such proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient forum.
Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the State of New York. Without
limiting the foregoing, the parties agree that service of process upon such
party at the address referred to in Section 13.02 of the Indenture, together
with written notice of such service to such party, shall be deemed effective
service of process upon such party. Each of the parties hereto irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to this Supplemental Indenture, the Notes, the Subsidiary
Guarantees or the transactions contemplated hereby and thereby.

                                       F-4



<PAGE>

         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.

         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 Subsidiary and the Company.


                                       F-5


<PAGE>

         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:  _______________, ____

                                            [GUARANTEEING SUBSIDIARY]

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                            ENTRAVISION COMMUNICATIONS
                                              CORPORATION

                                            By:
                                                --------------------------------
                                                Name:
                                                Title:



                                            [EXISTING GUARANTORS]



                                            By:
                                                --------------------------------
                                                Name:
                                                Title:


                                            UNION BANK OF CALIFORNIA, N.A., as
                                              Trustee


                                            By:
                                                --------------------------------
                                                     Authorized Signatory



                                       F-6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>4
<FILENAME>dex42.txt
<DESCRIPTION>ENTRAVISION - SENIOR SUBORDINATED NOTE
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.2
--------------------------------------------------------------------------------

                                                                 CUSIP 29382RAA5
                                                               ISIN US29382RAA59
                                                            Common Code 14522182

                    8.125% Senior Subordinated Notes due 2009

No. 1                                                              $221,120,000

                     ENTRAVISION COMMUNICATIONS CORPORATION

promises to pay to CEDE & CO. or its registered assigns,

the principal sum of TWO HUNDRED TWENTY-ONE MILLION, ONE HUNDRED

TWENTY THOUSAND Dollars on March 15, 2009.

Interest Payment Dates: March 15 and September 15, commencing on September 15,
2002

Record Dates:  March 1 and September 1

Dated:  March 18, 2002

                    ENTRAVISION COMMUNICATIONS CORPORATION


                    By:   /s/ Jeanette Tully
                          ---------------------------------------------------
                          Name:   Jeanette Tully
                          Title:  Chief Financial Officer, Executive Vice
                                  President and Treasurer



                    By:   /s/ Michael G. Rowles
                          ---------------------------------------------------
                          Name:   Michael G. Rowles
                          Title:  Assistant Secretary


                                        (SEAL)

This is one of the Notes referred to in the within-mentioned Indenture:

UNION BANK OF CALIFORNIA, N.A.,
  as Trustee

By:  /s/ Alison T. Braunstein
     --------------------------------------------
      Authorized Signatory

-------------------------------------------------------------------------------


                                        1

<PAGE>

                    8.125% Senior Subordinated Notes due 2009

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.07 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THE SECURITY (OR ITS PREDECESSOR) EVIDENCED BY THIS CERTIFICATE WAS ORIGINALLY
ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN
THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE SECURITIES
ACT. EACH PURCHASER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE: (1) BY ITS
ACQUISITION OF THE SECURITY REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL
BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT IS NOT A U.S.
PERSON AND IS ACQUIRING THE SECURITY EVIDENCED BY THIS CERTIFICATE IN AN
OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT,
(C) IT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1), (2),
(3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED INVESTOR")
THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN
INSTITUTIONAL ACCREDITED INVESTOR; AND (2) IS HEREBY NOTIFIED THAT THE SELLER
MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A OR ANOTHER EXEMPTION UNDER THE SECURITIES
ACT. THE HOLDER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE AGREES FOR THE
BENEFIT OF THE COMPANY AND THE GUARANTORS THAT (X) THIS SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER
REASONABY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, IF AVAILABLE, (C) OUTSIDE THE UNITED STATES TO A PERSON THAT IS
NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS PURCHASING AT LEAST $100,000
OF NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED
INVESTOR (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2)
TO THE COMPANY OR ANY OF ITS SUBISIDIARIES OR (3) UNDER AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER

                                        2

<PAGE>

APPLICABLE JURISDICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS
REQUIRED TO, NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED BY THIS
CERTIFICATE OF THE RESALE RESTRICTIONS DESCRIBED IN (X) ABOVE. IN CONNECTION
WITH ANY TRANSFER OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE
OF THIS SECURITY, IF THE PROPOSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE
HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH
CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY
REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

Capitalized terms used herein shall have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

         1. INTEREST. Entravision Communications Corporation, a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at 8.125% per annum from March 18, 2002 until maturity and shall pay
Liquidated Damages, if any, applicable to this Note. The Company shall pay
interest and such Liquidated Damages semi-annually in arrears on March 15 and
September 15 of each year, or, if any such day is not a Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes will accrue from the most recent date to which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if there
is no existing Default in the payment of interest, and if this Note is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be September 15, 2002. The Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at a rate
that is 1% per annum in excess of the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest and Liquidated Damages, if any (without regard
to any applicable grace periods) from time to time on demand at the same rate to
the extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

         2. METHOD OF PAYMENT. The Company will pay interest on the Notes
(except defaulted interest) to the Persons who are registered Holders of Notes
at the close of business on March 1 and September 1 preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.12 of the
Indenture with respect to defaulted interest. The Notes will be payable as to
principal, premium and Liquidated Damages, if any, and interest at the office or
agency of the Company maintained for such purpose within the City of Los Angeles
and the State of California, or, at the option of the Company, payment of
interest and Liquidated Damages, if any, may be made by check mailed to the
Holders at their addresses set forth in the register of Holders, and provided
that payment by wire transfer of immediately available funds will be required
with respect to principal of, and interest, premium and Liquidated Damages, if
any, on, all Global Notes and all other Notes the Holders of which shall have
provided wire transfer instructions to the Company or the Paying Agent. Such
payment shall be in such coin or currency of the United States of America as at
the time of payment is legal tender for payment of public and private debts.

                                        3

<PAGE>

         3. PAYING AGENT AND REGISTRAR. Initially, the Trustee will act as
Paying Agent and Registrar. The Company may change any Paying Agent or Registrar
without notice to any Holder. The Company or any of its Subsidiaries may act in
any such capacity.

         4. INDENTURE. The Company issued the Notes under an Indenture dated as
of March 1, 2002 ("Indenture") between the Company, the guarantors party thereto
(the "Guarantors") and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes
are subject to all such terms, and Holders are referred to the Indenture and
such Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of this
Indenture shall govern and be controlling.

         5. OPTIONAL REDEMPTION.

         (a) Notwithstanding the provisions of subparagraph (b) of this
Paragraph 5, at any time prior to March 15, 2005, the Company may redeem Notes
with the net proceeds of one or more Equity Offerings at a redemption price
equal to 108.125% of the aggregate principal amount thereof; provided that at
least 65% in aggregate principal amount of the Notes originally issued remain
outstanding immediately after the occurrence of such redemption and that such
redemption occurs within 180 days of the date of the closing of such Equity
Offering.

         (b) Except as described above, the Company shall not have the option to
redeem the Notes prior to March 15, 2006. Thereafter, the Company shall have the
option to redeem the Notes, in whole or in part, upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages thereon to the applicable redemption date, if redeemed during
the twelve-month period beginning on March 15 of the years indicated below:

     Year                        Percentage
    ------                       ----------
    2006..................        104.063%
    2007..................        102.031%
    2008..................        100.000%

         6.       MANDATORY REDEMPTION.  Except as set forth in paragraph 7
below, the Company shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

         7.       REPURCHASE AT OPTION OF HOLDER.

         (a) If there is a Change of Control, the Company will be required to
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase
price equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Liquidated Damages thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 10 business days following any Change
of Control, the Company will mail a notice to each Holder setting forth the
procedures governing the Change of Control Offer as required by the Indenture.

         (b) If the Company or a Subsidiary consummates any Asset Sales, when
the aggregate amount of Excess Proceeds exceeds $10,000,000, the Company shall
commence an offer to all Hold-

                                        4

<PAGE>

ers of Notes (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture
to purchase the maximum principal amount of Notes that may be purchased out of
the Excess Proceeds at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Liquidated Damages
thereon, if any, to the date fixed for the closing of such offer, in accordance
with the procedures set forth in the Indenture. To the extent that the aggregate
amount of Notes tendered pursuant to an Asset Sale Offer is less than the Excess
Proceeds, the Company (or such Subsidiary) may use such deficiency for general
corporate purposes. If the aggregate principal amount of Notes surrendered by
Holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes to be purchased on a pro rata basis. Holders of Notes that are the
subject of an offer to purchase will receive an Asset Sale Offer from the
Company prior to any related purchase date and may elect to have such Notes
purchased by completing the form entitled "Option of Holder to Elect Purchase"
on the reverse of the Notes.

         8. NOTICE OF REDEMPTION. Notice of redemption will be mailed at least
30 days but not more than 60 days before the redemption date to each Holder
whose Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part, but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date, interest ceases to accrue on Notes or portions
thereof called for redemption.

         9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

         10.  PERSONS DEEMED OWNERS.  The registered Holder of a Note may be
treated as its owner for all purposes.

         11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Subsidiary Guarantees or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes voting as a single class, and any existing
default or compliance with any provision of the Indenture or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes voting as a single class. Without the consent of any
Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be
amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or Guarantors' obligations
to Holders of the Notes in case of a merger or consolidation, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act, or to
allow any Guarantor to execute a supplemental indenture to the Indenture and/or
a Subsidiary Guarantee with respect to the Notes.

                                        5

<PAGE>

         12. DEFAULTS AND REMEDIES. Events of Default include: (i) default for
30 days in the payment when due of interest or Liquidated Damages on the Notes;
(ii) default in payment when due of principal of or premium, if any, on the
Notes when the same becomes due and payable at maturity, upon redemption
(including in connection with an offer to purchase) or otherwise; (iii) failure
by the Company to comply with Section 4.15 or 5.01 of the Indenture or failure
by the Company to comply with any of the covenants in the Indenture in
connection with any payment with respect to the Preferred Stock, or a judgment
against the Company requiring the Company to make a payment with respect to the
Preferred Stock; (iv) failure by the Company for 30 days after notice to the
Company by the Trustee or the Holders of at least 25% in principal amount of the
Notes then outstanding voting as a single class to comply with Section 4.07,
4.09 or 4.10 of the Indenture; (v) failure by the Company for 60 days after
notice to the Company by the Trustee or the Holders of at least 25% in principal
amount of the Notes then outstanding voting as a single class to comply with
certain other agreements in the Indenture; (vi) default under certain other
agreements relating to Indebtedness of the Company which default is caused by a
failure to pay principal of such Indebtedness at the final maturity thereof or
results in the acceleration of such Indebtedness prior to its express maturity;
(vii) certain final judgments for the payment of money in excess of $5,000,000
not covered by insurance that remain undischarged for a period of 60 days;
(viii) certain events of bankruptcy or insolvency with respect to the Company or
any of its Significant Subsidiaries; and (ix) except as permitted by the
Indenture, any Subsidiary Guarantee of a Significant Subsidiary shall be held in
any judicial proceeding to be unenforceable or invalid or shall cease for any
reason to be in full force and effect or any Guarantor that is a Significant
Subsidiary or any Person acting on its behalf shall deny or disaffirm its
obligations under such Guarantor's Subsidiary Guarantee. If any Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable. Notwithstanding the foregoing, in the case of an Event of
Default arising from certain events of bankruptcy or insolvency, all outstanding
Notes will become due and payable without further action or notice. Holders may
not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority in principal amount of the
then outstanding Notes may direct the Trustee in its exercise of any trust or
power. The Trustee may withhold from Holders of the Notes notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal, interest, premium or Liquidated Damages,
if any) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
the principal of, premium and Liquidated Damages, if any, on or interest on, the
Notes. The Company is required to deliver to the Trustee annually a statement
regarding compliance with the Indenture, and the Company is required upon
becoming aware of any Default or Event of Default, to deliver to the Trustee a
statement specifying such Default or Event of Default.

         13. TRUSTEE DEALINGS WITH COMPANY.  The Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for, the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

         14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company, as such, shall not have any
liability for any obligations of the Company under the Notes or the Indenture or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

                                        6

<PAGE>

         15.      AUTHENTICATION.  This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

         16. ABBREVIATIONS. Customary abbreviations may be used in the name of a
Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of survivorship
and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts
to Minors Act).

         17. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of March 12, 2002, among the Company, the Guarantors and the
other parties named on the signature pages thereof or, in the case of Additional
Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall
have the rights set forth in one or more registration rights agreements, if any,
between the Company and the other parties thereto, relating to rights given by
the Company to the purchasers of any Additional Notes (collectively, the
"Registration Rights Agreements").

         18. CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers
in notices of redemption as a convenience to Holders. No representation is made
as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

         19. GOVERNING LAW. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL
GOVERN AND BE USED TO CONSTRUE THE NOTES 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.

         20. SUBMISSION TO JURISDICTION; SERVICE OF PROCESS; WAIVER OF JURY
TRIAL. Each party hereto hereby submits to the nonexclusive jurisdiction of the
United States District Court for the Southern District of New York and of any
New York State Court sitting in New York City for purposes of all legal
proceedings arising out of or relating to the Notes or the transactions
contemplated hereby. Each party hereto irrevocably waives, to the fullest extent
permitted by law, any objection which it may now or hereafter have to the laying
of the venue of any such proceeding brought in such a court and any claim that
any such proceeding brought in such a court has been brought in an inconvenient
forum. Process in any such suit, action or proceeding may be served on any party
anywhere in the world, whether within or without the State of New York. Without
limiting the foregoing, the parties agree that service of process upon such
party at the address referred to in Section 13.02 of the Indenture, together
with written notice of such service to such party, shall be deemed effective
service of process upon such party. Each of the parties hereto irrevocably
waives any and all rights to trial by jury in any legal proceeding arising out
of or relating to the Notes or the transactions contemplated hereby.

         The Company will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

                                        7

<PAGE>

Entravision Communications Corporation
2425 Olympic Boulevard
Suite 6000 West
Santa Monica, CA 90404
Attention:  Assistant Corporate Secretary

                                        8

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
<TABLE>
<S>                                  <C>                           <C>

                                                -------------------------------------------------------------------
                                                                  (Insert assignee's legal name)
-------------------------------------------------------------------------------------------------------------------
                                     (Insert assignee's soc. sec. or tax I.D. no.)

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------------------
                                (Print or type assignee's name, address and zip code)

and irrevocably appoint
                        -------------------------------------------------------------------------------------------
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:    _______________
                                                     Your Signature:
                                                                    -----------------------------------------------
                                                       (Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:  _________________________
</TABLE>

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                        9

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

             [_]  Section 4.10               [_]    Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:
<TABLE>
<S>                                                  <C>

                                                           $---------------

Date:    _______________
                                                     Your Signature:
                                                                    -----------------------------------------------
                                                       (Sign exactly as your name appears on the face of this Note)

                                                     Tax Identification No.:
                                                                            ---------------------------------------

Signature Guarantee*:  _________________________
</TABLE>

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).

                                       10

<PAGE>

              SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>

                                                                          Principal Amount           Signature of
                           Amount of decrease    Amount of increase in    of this Global Note    Responsible Officer
                           in Principal Amount    Principal Amount of       following such       of Trustee or Note
Date of Exchange                   of               this Global Note         decrease (or             Custodian
                            this Global Note                                   increase)
----------------------------------------------------------------------------------------------------------------------
<S>                        <C>                  <C>                       <C>                    <C>



</TABLE>

                                       11

<PAGE>

                              SUBSIDIARY GUARANTEE

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of March 1, 2002 (the Indenture) among
Entravision Communications Corporation, the Guarantors listed on Schedule I
thereto and Union Bank of California, N.A., as Trustee (the Trustee), (a) the
due and punctual payment of the principal of, premium, if any, and interest on
the Notes (as defined in the Indenture), whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal and premium, and, to the extent permitted by law, interest, and the
due and punctual performance of all other obligations of the Company to the
Holders or the Trustee all in accordance with the terms of the Indenture and (b)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the 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. The obligations of the Guarantors
to the Holders of Notes and to the Trustee pursuant to the Subsidiary Guarantee
and the Indenture are expressly set forth in Article 11 of the Indenture and
reference is hereby made to the Indenture for the precise terms of the
Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees
to and shall be bound by such provisions, (b) authorizes and directs the
Trustee, on behalf of such Holder, to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (c)
appoints the Trustee attorney-in-fact of such Holder for such purpose; provided,
however, that the Indebtedness evidenced by this Subsidiary Guarantee shall
cease to be so subordinated and subject in right of payment upon any defeasance
of this Note in accordance with the provisions of the Indenture.

                ENTRAVISION-TEXAS L.P., INC., a Delaware corporation
                LOS CEREZOS TELEVISION COMPANY, a Delaware corporation
                ENTRAVISION SAN DIEGO, INC., a California corporation
                THE COMMUNITY BROADCASTING COMPANY OF SAN DIEGO, INC.,
                  a California corporation
                ARIZONA RADIO, INC., a Delaware corporation
                LAS TRES CAMPANAS TELEVISION, INC.
                ASPEN FM, INC., a Colorado corporation
                LATIN COMMUNICATIONS GROUP INC., a Delaware corporation
                LATIN COMMUNICATIONS INC., a Delaware corporation
                VEA ACQUISITION CORP., a Delaware corporation
                LATIN COMMUNICATIONS EXCL INC., a Delaware corporation
                EXCL HOLDINGS, INC., an Illinois corporation
                EXCL COMMUNICATIONS, INC., an Illinois corporation

                                       12

<PAGE>

              EMBARCADERO MEDIA, INC., a Delaware corporation
              EMI SACRAMENTO RADIO, INC., a California corporation
              EMI LOS ANGELES RADIO, INC., a California corporation
              PORTLAND RADIO, INC., a California corporation
              RIVERSIDE RADIO, INC., a California corporation
              MERIDIAN COMMUNICATIONS COMPANY, a Nevada corporation
              SEXTANT BROADCASTING COMPANY, a Nevada corporation
              METRO MIX, INC., an Illinois corporation
              NORTE BROADCASTING, INC., a California corporation
              NORTE BROADCASTING OF COLORADO, INC., an Illinois corporation
              NORTE BROADCASTING OF NEW MEXICO, INC., a New Mexico corporation
              NORTE BROADCASTING OF NEVADA, INC., a Nevada corporation
              PACIFICO BROADCASTING, INC., a California corporation
              RADIO EXITO, INC., a Nevada corporation
              SUR BROADCASTING, INC., a California corporation
              SUR BROADCASTING OF COLORADO, INC., an Illinois corporation
              SUR BROADCASTING OF NEW MEXICO, INC., a New Mexico corporation
              Z-SPANISH MEDIA CORPORATION, a Delaware corporation
              NEW WNDZ, INC., an Indiana corporation
              NEWKKSJ, INC., a California corporation
              PERSONAL ACHIEVEMENT RADIO, INC., a Delaware corporation
              KPPC RADIO, INC., a California corporation
              WZCO BROADCASTING, INC., an Illinois corporation
              WRZA BROADCASTING, INC., an Illinois corporation
              KZLZ BROADCASTING, INC., a Arizona corporation
              KZFO BROADCASTING, INC., a California corporation

                                       13

<PAGE>

              KZPZ BROADCASTING, INC., an Arizona
                corporation
              KZPZ LICENSE CORPORATION, an Arizona corporation
              KZMS BROADCASTING, INC., a California corporation
              KZCO BROADCASTING, INC., a California corporation
              OROVILLE RADIO, INC., a California corporation
              KZST BROADCASTING, INC., a California corporation
              KTLR BROADCASTING, INC., a Texas corporation
              KZSL BROADCASTING, INC., a California corporation
              KHZZ BROADCASTING, INC., a California corporation
              WLQY BROADCASTING, INC., a Delaware corporation
              GLENDALE BROADCASTING, INC., an Arizona corporation
              VISTA MEDIA GROUP, INC., a Delaware corporation
              VISTA MEDIA GROUP OF NEW YORK, INC., a Delaware corporation
              SEABOARD OUTDOOR ADVERTISING CO., INC. , a New York corporation
              SALE POINT POSTERS, INC., a New York corporation
              VISTA OUTDOOR ADVERTISING, INC. (N.Y.), a Delaware corporation
              VISTA OUTDOOR ADVERTISING, INC. (CAL.), a Delaware corporation


              By:   /s/ Jeanette Tully
                    ---------------------------------------------------
                    Name:   Jeanette Tully
                    Title:  Chief Financial Officer, Executive Vice President
                            and Treasurer




                                       14

<PAGE>

               ENTRAVISION-TEXAS LIMITED
                     PARTNERSHIP, a Texas limited partnership
                     By:  Entravision-Texas G.P., L.L.C.
                     Its: General Partner


               By:   /s/ Jeanette Tully
                     ---------------------------------------------------
                     Name:   Jeanette Tully
                     Title:  Chief Financial Officer, Executive Vice
                             President and Treasurer


               ENTRAVISION-TEXAS G.P., LLC, a Delaware limited liability company
               ENTRAVISION COMMUNICATIONS COMPANY, L.L.C., a Delaware limited
                     liability company
               ENTRAVISION COMMUNICATIONS OF MIDLAND, L.L.C., a Delaware
                     limited liability company

               ENTRAVISION, L.L.C., a Delaware limited liability company
               ENTRAVISION-EL PASO, L.L.C., a Delaware limited liability company



               By:   /s/ Jeanette Tully
                     ---------------------------------------------------
                     Name:   Jeanette Tully
                     Title:  Chief Financial Officer, Executive Vice President
                             and Treasurer







                                       15


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.3
<SEQUENCE>5
<FILENAME>dex43.txt
<DESCRIPTION>ENTRAVISION-SENIOR SUBORDINATED NOTE REGULATION S
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.3

                       REGULATION S TEMPORARY GLOBAL NOTE

         THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE
AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

         THE SECURITY (OR ITS PREDECESSOR) EVIDENCED BY THIS CERTIFICATE WAS
ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND
THE SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE
SECURITIES ACT. EACH PURCHASER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE:
(1) BY ITS ACQUISITION OF THE SECURITY REPRESENTS THAT (A) IT IS A "QUALIFIED
INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT), (B) IT
IS NOT A U.S. PERSON AND IS ACQUIRING THE SECURITY EVIDENCED BY THIS CERTIFICATE
IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES
ACT, (C) IT IS AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)(1),
(2), (3) OR (7) UNDER THE SECURITIES ACT (AN "INSTITUTIONAL ACCREDITED
INVESTOR") THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT
OF AN INSTITUTIONAL ACCREDITED INVESTOR; AND (2) IS HEREBY NOTIFIED THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A OR ANOTHER EXEMPTION UNDER THE SECURITIES
ACT. THE HOLDER OF THE SECURITY EVIDENCED BY THIS CERTIFICATE AGREES FOR THE
BENEFIT OF THE COMPANY AND THE GUARANTORS THAT (X) THIS SECURITY MAY BE RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (1)(A) TO A PERSON WHO THE SELLER
REASONABY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A UNDER THE
SECURITIES ACT, IF AVAILABLE, (C) OUTSIDE THE UNITED STATES TO A PERSON THAT IS
NOT A U.S. PERSON (AS DEFINED IN RULE 902 UNDER THE SECURITIES ACT) IN A
TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE SECURITIES ACT,
(D) TO AN INSTITUTIONAL ACCREDITED INVESTOR THAT IS PURCHASING AT LEAST $100,000
OF NOTES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INSTITUTIONAL ACCREDITED
INVESTOR (AND BASED UPON AN OPINION OF COUNSEL IF THE COMPANY SO REQUESTS), (2)
TO THE COMPANY OR ANY OF ITS SUBISIDIARIES OR (3) UNDER AN EFFECTIVE
REGISTRATION STATEMENT AND, IN EACH CASE, IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION AND (Y) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER FROM IT OF THE SECURITY EVIDENCED BY THIS CERTIFICATE OF
THE RESALE RESTRICTIONS DESCRIBED IN (X) ABOVE. IN CONNECTION WITH ANY TRANSFER
OF THIS SECURITY WITHIN TWO YEARS AFTER THE ORIGINAL ISSUANCE OF THIS SECURITY,
IF THE PRO-

                                        1

<PAGE>

POSED TRANSFEREE IS AN ACCREDITED INVESTOR, THE HOLDER MUST, PRIOR TO SUCH
TRANSFER, FURNISH TO THE TRUSTEE AND THE COMPANY SUCH CERTIFICATIONS, LEGAL
OPINIONS OR OTHER INFORMATION AS EITHER OF THEM MAY REASONABLY REQUIRE TO
CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

                                        2

<PAGE>

                                                                 CUSIP U2937AAA6
                                                               ISIN USU2937AAA61
                                                            Common Code 14522140


                     ENTRAVISION COMMUNICATIONS CORPORATION
                     (Incorporated in the State of Delaware)
                    8.125% SENIOR SUBORDINATED NOTES DUE 2009
                       REGULATION S TEMPORARY GLOBAL NOTE

         Entravision Communications Corporation, a corporation duly incorporated
and existing under the laws of the State of Delaware (the "Company"), for value
received, hereby promises to pay to holder upon presentation and surrender of
this Regulation S Temporary Global Note the principal sum of THREE MILLION,
EIGHT HUNDRED EIGHTY THOUSAND (U.S.$3,880,000) United States Dollars on March
15, 2009 and to pay interest thereon, from March 18, 2002 semiannually in
arrears on March 15 and September 15 in each year, commencing September 15,
2002, at the rate of 8.125% per annum, until the principal hereof is paid or
made available for payment; provided, however, that interest on this Regulation
S Temporary Global Note shall be payable only after the issuance of the
Regulation S Permanent Global Note. This Regulation S Temporary Global Note is
one of a duly authorized issue of Notes of the Company designated as specified
in the title hereof, issued and to be issued under the Indenture dated as of
March 1, 2002 (the "Indenture") between the Company, the Guarantors, and Union
Bank of California, N.A., as Trustee (the "Trustee," which term includes any
successor trustee under the Indenture). A beneficial interest in this Regulation
S Temporary Global Note may not be exchanged for a Definitive Note or
transferred to a person who takes delivery thereof in the form of a Definitive
Note prior to: (a) the expiration of the Restricted Period and (b) the receipt
by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B)
under the Securities Act, except in the case of a transfer pursuant to an
exemption from the registration requirements of the Securities Act other than
Rule 903 or Rule 904. Until exchanged in full for Definitive Notes, this
Regulation S Temporary Global Note shall in all respects be entitled to the same
benefits under, and subject to the same terms and conditions of, the Indenture
as Definitive Notes authenticated and delivered thereunder, except that neither
the holder hereof nor the beneficial owners of this Regulation S Temporary
Global Note shall be entitled to receive payment of interest hereon.

         THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, UNITED STATES OF
AMERICA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

         All terms used in this Regulation S Temporary Global Note which are
defined in the Indenture shall have the meanings assigned to them in the
Indenture. Unless the certificate of authentication hereon has been manually
executed by an authorized signatory of the Trustee, this Regulation S Temporary
Global Note shall not be entitled to any benefit under the Indenture or valid or
obligatory for any purpose.

                                        3

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Regulation S Temporary
Global Note to be duly executed in its corporate name by its duly authorized
signatory under its corporate seal.

Dated:  March 18, 2002                 ENTRAVISION COMMUNICATIONS CORPORATION


                                       By:  /s/ Jeanette Tully
                                          --------------------------------------
                                         Name:  Jeanette Tully
                                         Title:   Chief Financial Officer,
                                         Executive Vice President and Treasurer

                                       By:  /s/ Michael G. Rowles
                                          --------------------------------------
                                         Name:  Michael G. Rowles
                                         Title:    Assistant Secretary

[CORPORATE SEAL]








CERTIFICATE OF AUTHENTICATION

This is one of the Securities described in the within-mentioned Indenture.

         Authenticated By or on Behalf of

         Union Bank of California, N.A.,
              as Trustee


         By:    /s/ Alison T. Braunstein
             -------------------------------------------
             Name:  Alison T. Braunstein
             Title: Assistant Vice President


                                        4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>dex101.txt
<DESCRIPTION>PURCHASE AGREEMENT, DATED MARCH 12, 2002
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.1

                     ENTRAVISION COMMUNICATIONS CORPORATION

             $225,000,000 8.125% Senior Subordinated Notes due 2009

                               PURCHASE AGREEMENT

                                                                  March 12, 2002
                                                              New York, New York

UBS WARBURG LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
As Representatives of the Initial Purchasers

c/o      UBS Warburg LLC
         299 Park Avenue
         New York, New York  10171

Ladies and Gentlemen:

     Entravision Communications Corporation, a Delaware corporation (the
"Issuer"), agrees with you as follows:

     1. Issuance of Notes. The Issuer proposes to issue and sell to UBS Warburg
LLC ("UBS Warburg"), Credit Suisse First Boston Corporation, and Merrill Lynch,
Pierce, Fenner & Smith Incorporated, as representatives (the "Representatives")
of the Initial Purchasers listed in Schedule I attached hereto (the "Initial
                                    ----------
Purchasers") $225,000,000 aggregate principal amount of 8.125% Senior
Subordinated Notes due 2009 (the "Original Notes"). The Original Notes will be
issued pursuant to an indenture (the "Indenture"), to be dated as of March 1,
2002 (as defined herein), by and between the Issuer and Union Bank of
California, N.A., as trustee (the "Trustee"). The Notes (as defined herein) will
be unconditionally guaranteed, on a senior subordinated basis, as to payment of
principal, premium, if any, and interest, by the Guarantors (as defined herein)
(the "Guarantees"). Capitalized terms used but not otherwise defined herein
shall have the meanings given to such terms in the Indenture.

     In connection with the offering of the Notes, the Issuer will enter into an
amendment to its credit agreement to be dated on or about the Closing Date (as
so amended, the "Credit Agreement"). The lenders under the Credit Agreement will
have the benefit of security interests in certain specified collateral granted
by the Issuer and certain of its subsidiaries.

     The Original Notes will be offered and sold to the Initial Purchasers
pursuant to an exemption from the registration requirements under the Securities
Act of 1933, as amended (the

<PAGE>

                                      -2-

"Act"). The Issuer has prepared a preliminary offering memorandum, dated March
4, 2002 (the "Preliminary Offering Memorandum"), and a final offering
memorandum dated and available for distribution on the date hereof (the
"Offering Memorandum") relating to the Issuer and the Original Notes. Any
reference herein to the Offering Memorandum or any amendment or supplement
thereto shall be deemed to refer to and include any documents filed with the
Securities and Exchange Commission (the "Commission") and to the extent
specifically incorporated by reference in the Offering Memorandum (the
"Incorporated Documents").

     The Initial Purchasers have advised the Issuer that the Initial Purchasers
intend, as soon as they deem practicable after this Purchase Agreement (this
"Agreement") has been executed and delivered, to resell (the "Exempt Resales")
the Original Notes purchased by the Initial Purchasers under this Agreement in
private sales exempt from registration under the Act on the terms set forth in
the Offering Memorandum, as amended or supplemented, solely to (i) persons whom
the Initial Purchasers reasonably believe to be "qualified institutional
buyers," as defined in Rule 144A under the Act ("QIBs"), and (ii) other eligible
purchasers pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Act; the Persons specified in
clauses (i) and (ii) are sometimes collectively referred to herein as the
"Eligible Purchasers."

     Upon issuance of the Original Notes and until such time as the same is no
longer required under the applicable requirements of the Act, the Original Notes
shall bear the legend relating thereto set forth under "Notice to Investors" in
the Offering Memorandum.

     Holders (including subsequent transferees) of the Original Notes will have
the registration rights set forth in the registration rights agreement (the
"Registration Rights Agreement") to be dated the Closing Date. Pursuant to the
Registration Rights Agreement, the Issuer will agree to (i) file with the
Commission under the circumstances set forth in the Registration Rights
Agreement, (a) a registration statement under the Act (the "Exchange Offer
Registration Statement") relating to a new issue of debt securities
(collectively with the Private Exchange Notes (as defined in the Registration
Rights Agreement), the "Exchange Notes" and, together with the Original Notes,
the "Notes") to be offered in exchange for the Original Notes (the "Exchange
Offer"), issued under the Indenture or an indenture substantially identical to
the Indenture, and guaranteed by the related Guarantees, and/or (b) under
certain circumstances set forth in the Registration Rights Agreement, a shelf
registration statement pursuant to Rule 415 under the Act (the "Shelf
Registration Statement" and, together with the Exchange Offer Registration
Statement, the "Registration Statements") relating to the resale by certain
holders of the Original Notes, and (ii) to use its reasonable best efforts to
cause such Registration Statements to be declared effective. The Issuer
acknowledges that the Guarantees may be considered to be separate securities
under applicable securities laws and regulations and that references herein to
"qualification," "registration," or "exemption," or terms of like import, as
related to the Notes, shall be deemed to apply equally, to the extent required,
to the Guarantees. This Agreement, the Notes, the Indenture, the Registration
Rights Agreement, and the Guarantees are hereinafter sometimes referred to
collectively as the "Note Documents." The Note Documents and the Credit
Agreement are hereinafter sometimes referred to collectively as the "Transaction
Documents."

     Proceeds from the issuance and sale of the Original Notes, together with
cash on hand, will be applied to repay the Term B Notes under the Credit
Agreement.

<PAGE>
                                      -3-

     The issuance and sale of the Original Notes and the effectiveness of the
amendment to the Credit Agreement are collectively referred to as the
"Transactions."

     2. Agreements to Sell and Purchase. On the basis of the representations,
        -------------------------------
warranties and covenants contained in this Agreement and subject to the terms
and conditions contained in this Agreement, and upon payment of the purchase
price specified herein for the Original Notes, the Issuer agrees to issue and
sell to the Initial Purchasers, and on the basis of the representations,
warranties and covenants contained in this Agreement, and subject to the terms
and conditions contained in this Agreement, each of the Initial Purchasers
jointly and not severally agrees to purchase from the Issuer, the aggregate
principal amount of the Original Notes set forth opposite its name on Schedule I
                                                                      ----------
attached hereto. The purchase price for the Original Notes shall be 97.50% of
their principal amount.

     3. Delivery and Payment. Delivery of, and payment of the purchase price
        --------------------
for, the Original Notes shall be made at 8:00 a.m., California time, on March
18, 2002 (such date and time, the "Closing Date") at the offices of Foley &
Lardner, 2029 Century Park East, 35th Floor, Los Angeles, CA 90067. The Closing
Date and the location of delivery of and the form of payment for the Original
Notes may be varied by mutual agreement between UBS Warburg and the Issuer.

     All of the Original Notes shall be delivered by the Issuer to the Initial
Purchasers (or as the Initial Purchasers direct) through the facilities of The
Depository Trust Company against payment by the Initial Purchasers of the
purchase price therefor by means of transfer of immediately available funds to
such account or accounts specified by the Issuer in accordance with its
obligations under Section 4(g) hereof on or prior to the Closing Date, or by
such means as the parties hereto shall agree prior to the Closing Date. The
Original Notes shall be evidenced by one or more certificates in global form
registered in such names as the Initial Purchasers may request upon at least one
business day's notice prior to the Closing Date and having an aggregate
principal amount corresponding to the aggregate principal amount of the Original
Notes

     4. Agreements of the Issuer. The Issuer covenants and agrees with the
        ------------------------
Initial Purchasers as follows:

     (a) To furnish the Initial Purchasers and those persons identified by the
Initial Purchasers, without charge, with as many copies of the Preliminary
Offering Memorandum and the Offering Memorandum, and any amendments or
supplements thereto, as the Initial Purchasers may reasonably request. The
Issuer consents to the use of the Preliminary Offering Memorandum and the
Offering Memorandum, and any amendments and supplements thereto required
pursuant to this Agreement, by the Initial Purchasers in connection with Exempt
Resales.

     (b) Not to amend or supplement the Offering Memorandum prior to the Closing
Date unless the Initial Purchasers shall previously have been advised of such
proposed amendment or supplement (including any document to be incorporated by
reference) at least two business days prior to the proposed use, and shall not
have reasonably objected to such amendment or supplement.

<PAGE>

                                      -4-

     (c) If, prior to the time that the Initial Purchasers have completed their
distribution of the Original Notes, any event occurs as a result of which, in
the judgment of the Issuer or in the judgment of counsel to the Initial
Purchasers, the Offering Memorandum, as then amended or supplemented, would
include an untrue statement of material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they are made, not misleading, or it is necessary to
amend or supplement the Offering Memorandum to comply with any applicable laws,
the Issuer shall promptly notify the Initial Purchasers of such event and
(subject to Section 4(b)) prepare an appropriate amendment or supplement to the
Offering Memorandum that will correct such statement or omission or effect such
compliance.

     (d) To cooperate with the Initial Purchasers and counsel to the Initial
Purchasers in connection with the qualification or registration of the Original
Notes under the securities laws of such jurisdictions as the Initial Purchasers
may reasonably request and to continue such qualification in effect so long as
required for the Exempt Resales. Notwithstanding the foregoing, the Issuer shall
not be required to qualify as a foreign corporation in any jurisdiction in which
it is not so qualified or to file a general consent to service of process in any
such jurisdiction or subject itself to taxation in excess of a nominal dollar
amount in any such jurisdiction where it is not then so subject.

     (e) To advise the Initial Purchasers promptly and, if requested by the
Initial Purchasers, to confirm such advice in writing, of the issuance by any
securities commission of any stop order suspending the qualification or
exemption from qualification of any of the Original Notes for offering or sale
in any jurisdiction, or the initiation of any proceeding for such purpose by any
securities commission or other regulatory authority. The Issuer shall use its
reasonable best efforts to prevent the issuance of any stop order or order
suspending the qualification or exemption of any of the Original Notes under any
securities laws, and if at any time any securities commission or other
regulatory authority shall issue an order suspending the qualification or
exemption of any of the Original Notes under any securities laws, the Issuer
shall use its reasonable best efforts to obtain the withdrawal or lifting of
such order at the earliest possible time.

     (f) Whether or not the transactions contemplated by this Agreement are
consummated, to pay all costs, expenses, fees, disbursements (including fees,
expenses and disbursements of counsel to the Issuer) reasonably incurred and
stamp, documentary or similar taxes incident to and in connection with: (i) the
preparation, printing and distribution of the Preliminary Offering Memorandum
and the Offering Memorandum (including, without limitation, financial
statements) and all amendments and supplements thereto, (ii) all expenses
(including travel expenses) of the Issuer and the Initial Purchasers in
connection with any meetings with prospective investors in the Original Notes,
(iii) the preparation, notarization (if necessary) and delivery of the Note
Documents and all other agreements, memoranda, correspondence and documents
prepared and delivered in connection with this Agreement and with the Exempt
Resales, (iv) the issuance, transfer and delivery of the Original Notes by the
Issuer to the Initial Purchasers, (v) the qualification or registration of the
Notes for offer and sale under the securities laws of the several states of the
United States or provinces of Canada (including, without limitation, the cost of
printing and mailing preliminary and final Blue Sky or legal investment
memoranda and fees and disbursements of counsel (including local counsel) to the
Initial Purchasers relating thereto), (vi) the furnishing of such copies of the
Preliminary Offering Memorandum and the Offering Memorandum, and all amendments
and supplements thereto, as may be reasonably requested for use

<PAGE>

                                      -5-

in connection with Exempt Resales, (vii) the preparation of certificates for the
Notes, (viii) the application for quotation of the Notes in The Portal Market
("Portal") of the National Association of Securities Dealers, Inc. ("NASD"),
including, but not limited to, all listing fees and expenses, (ix) the approval
of the Notes by The Depository Trust Company ("DTC") for "book-entry" transfer,
(x) the rating of the Notes by rating agencies, (xi) the fees and expenses of
the Trustee and its counsel and (xii) the performance by the Issuer of its other
obligations under the Note Documents.

     (g) To use the proceeds from the sale of the Original Notes in the manner
described in the Offering Memorandum under the caption "Use of Proceeds."

     (h) To do and perform all things required to be done and performed under
this Agreement by it prior to or after the Closing Date and to satisfy all
conditions precedent on its part to the delivery of the Original Notes.

     (i) Not to, and not to permit any of its subsidiaries (i) to, sell, offer
for sale or solicit offers to buy any security (as defined in the Act) that
would be integrated with the sale of the Original Notes in a manner that would
require the registration under the Act of the sale of the Original Notes to the
Initial Purchasers or any Eligible Purchasers, or (ii) for a period of 90 days
after the Closing Date, without the prior written consent of UBS Warburg, to
sell, offer for sale or solicit offers to buy any debt securities with a term of
one year or longer; provided that, an assumption of debt previously outstanding
at an acquired company (and not issued in contemplation of such acquisition) and
otherwise permitted under the terms of the Indenture, will not be deemed to
violate clause (ii) hereof.

     (j) Not to, and to use its reasonable best efforts to cause its affiliates
(as defined in Rule 144 under the Act) not to, resell any of the Original Notes
that have been reacquired by any of them.

     (k) Not to engage, not to allow any of its subsidiaries to engage, and to
use its reasonable best efforts to cause its other affiliates and any person
acting on their behalf (other than, in any case, the Initial Purchasers and any
of their affiliates, as to whom the Issuer makes no covenant) not to engage, in
any form of general solicitation or general advertising (within the meaning of
Regulation D under the Act) in connection with any offer or sale of the Original
Notes in the United States prior to the effectiveness of a registration
statement with respect to the Notes.

     (l) Not to engage, not to allow any of its subsidiaries to engage, and to
use its reasonable best efforts to cause its other affiliates and any person
acting on its behalf (other than, in any case, the Initial Purchasers and any of
their affiliates, as to whom the Issuer makes no covenant) not to engage, in any
directed selling effort with respect to the Original Notes, and to comply with
the offering restrictions requirement of Regulation S under the Act. Terms used
in this paragraph have the meanings given to them by Regulation S.

     (m) During the period of three years after the Closing Date, to furnish to
the Initial Purchasers copies of such financial statements and other periodic
and special reports as the Issuer may from time to time distribute generally to
holders of any class of its capital stock or file with the Commission, Nasdaq or
any national securities exchange, and to furnish to each Initial Purchaser who
so requests a copy of each annual or other report it is required to file
therewith.

<PAGE>

                                      -6-

     (n) From and after the Closing Date, for so long as any of the Notes remain
outstanding and are "restricted securities" within the meaning of Rule 144(a)(3)
under the Act and during any period in which the Issuer is not subject to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to make available upon request the information required by Rule
144A(d)(4) under the Act to (i) any holder or beneficial owner of Notes in
connection with any sale of such Notes and (ii) any prospective purchaser of
such Notes from any such holder or beneficial owner designated by the holder or
beneficial owner. The Issuer will pay the expenses of printing and distributing
such documents.

     (o) To comply with all of its agreements set forth in the Registration
Rights Agreement.

     (p) To comply with all of its obligations set forth in the representations
letter of the Issuer to DTC relating to the approval of the Notes by DTC for
"book-entry" transfer and to use its best efforts to obtain approval of the
Notes by DTC for "book-entry" transfer.

     (q) Prior to the Closing Date, to furnish without charge to the Initial
Purchasers, (i) as soon as they have been prepared by the Issuer, a copy of any
regularly prepared internal financial statements of the Issuer and the
Guarantors for any period subsequent to the period covered by the financial
statements appearing in the Offering Memorandum, (ii) all other reports and
other communications (financial or otherwise) that the Issuer mails or otherwise
makes available to its security holders and (iii) such other information as the
Initial Purchasers shall reasonably request.

     (r) Not to distribute prior to the Closing Date any offering material in
connection with the offer and sale of the Original Notes other than the
Preliminary Offering Memorandum and the Offering Memorandum.

     (s) During the period of two years after the Closing Date or, if earlier,
until such time as the Original Notes are no longer restricted securities (as
defined in Rule 144 under the Act), not to be or become a closed-end investment
company required to be registered, but not registered, under the Investment
Company Act of 1940.

     (t) In connection with the offering, until the Initial Purchasers shall
have notified the Issuer of the completion of the resale of the Notes, not to,
and not to permit any of its affiliates (as such term is defined in Rule 501(b)
of Regulation D under the Act) to, either alone or with one or more other
Persons, bid for or purchase for any account in which it or any of its
affiliates has a beneficial interest; and neither the Issuer nor any of its
affiliates will make bids or purchases for the purpose of creating actual or
apparent active trading in, or of raising the price of, the Notes.

     (u) To use its reasonable best efforts to effect the inclusion of the
Original Notes in Portal.


<PAGE>

                                      -7-

     5. Representations and Warranties. (a) The Issuer and each of the
        ------------------------------
Guarantors (as defined below), jointly and severally, represents and warrants to
the Initial Purchasers that:

     (i) Each of the Preliminary Offering Memorandum and the Offering Memorandum
has been prepared for use in connection with the Exempt Resales. None of the
Preliminary Offering Memorandum, the Offering Memorandum, the Incorporated
Documents, or any supplement or amendment thereto contains any untrue statement
of a material fact or omits to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Issuer makes no
representation or warranty with respect to information relating to the Initial
Purchasers contained in or omitted from the Preliminary Offering Memorandum or
the Offering Memorandum or any supplement or amendment thereto in reliance upon
and in conformity with information furnished to the Issuer in writing by or on
behalf of the Initial Purchasers expressly for inclusion in the Preliminary
Offering Memorandum, the Offering Memorandum or any supplement or amendment
thereto. No order preventing the use of the Preliminary Offering Memorandum or
the Offering Memorandum, or any order asserting that any of the transactions
contemplated by this Agreement are subject to the registration requirements of
the Act, has been issued or, to the knowledge of the Issuer, has been
threatened.

     (ii) Each of the Incorporated Documents, at the time it was filed with the
Commission, complied as to form in all material respects with the requirements
of the Exchange Act and the rules and regulations promulgated thereunder.

     (iii) There are no securities of the Issuer that are listed on a national
securities exchange registered under Section 6 of the Exchange Act or that are
quoted in a United States automated interdealer quotation system of the same
class as the Notes within the meaning of Rule 144A under the Act.

     (iv) Attached hereto as Schedule II is a true and complete list of each
                             -----------
entity in which the Issuer has a direct or indirect majority equity or voting
interest (all such entities, the "Subsidiaries"), their jurisdictions of
incorporation or formation, type of entity and percentage equity ownership by
the Issuer. As noted on Schedule II, certain of the Subsidiaries (such
Subsidiaries, the "Guarantors") have agreed to guarantee the Notes, on a
senior-subordinated basis. As noted on Schedule II, certain of the Guarantors
are designated "Material Guarantors." All Subsidiaries (other than Special
Purpose License Subsidiaries) that are not designated Material Guarantors, if
aggregated on a pro forma basis, would not constitute a "Significant Subsidiary"
as that term is defined in Rule 405 of the Act. "Special Purpose License
Subsidiary" means any Subsidiary of the Issuer organized for the purpose of
holding any current or future FCC broadcast license or licenses. The Issuer and
each of the Subsidiaries (a) is a corporation, partnership or other entity duly
organized and validly existing under the laws of the jurisdiction of its
organization; (b) has all requisite corporate or other power and authority, and
has all governmental licenses, authorizations, consents and approvals, necessary
to own its property and carry on its business as now being conducted, except if
the failure to obtain any such license, authorization, consent and approval
would not, individually or in the aggregate, have a Material Adverse Effect; and
(c) is qualified to do business and is in good standing in all jurisdictions in
which the nature of the business conducted by it makes such qualification
necessary and where failure to be so qualified and in good standing,
individually or in the aggregate, would not have a Material Adverse

<PAGE>
                                      -8-

Effect. A "Material Adverse Effect" means any material adverse effect on the
business, condition (financial or other), results of operations, performance,
properties or prospects of the Issuer and the Subsidiaries, taken as a whole.

     (v) There are no outstanding subscriptions, rights, warrants, options,
calls, convertible securities, commitments of sale or liens granted or issued by
the Issuer or the Subsidiaries relating to or entitling any person to purchase
or otherwise to acquire any shares of the capital stock of the Issuer or the
Subsidiaries, except as otherwise disclosed in the Offering Memorandum.

     (vi) All the outstanding shares of capital stock of the Issuer have been
duly authorized and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights.

     (vii) All of the outstanding shares of capital stock of each of the
Subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable, and are owned by the Issuer directly or indirectly through one
or more subsidiaries, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature, except as otherwise disclosed in
the Offering Memorandum.

     (viii) Except as otherwise described in the Offering Memorandum, there are
no contracts, agreements or understandings between the Issuer and any person
granting such person the right to require the Issuer to file a registration
statement under the Act with respect to any securities of the Issuer.

     (ix) As of the Closing Date, the Issuer shall have an authorized
capitalization as set forth under the heading "Capitalization" in the Offering
Memorandum.

     (x) The Issuer and each Guarantor each has all requisite corporate power
and authority to execute, deliver and perform all of its obligations under the
Note Documents to which it is a party and to consummate the transactions
contemplated hereby and by the Note Documents to be consummated on its part and,
without limitation, the Issuer and each Guarantor each has all requisite
corporate power and authority to issue, sell and deliver and perform its
obligations under the Notes and the Guarantees, as applicable.

     (xi) This Agreement has been duly and validly authorized, executed and
delivered by each of the Issuer and each Guarantor.

     (xii) The Indenture has been duly and validly authorized by the Issuer and,
when duly executed and delivered by the Issuer (assuming the due authorization,
execution and delivery thereof by the Trustee), will be a valid and legally
binding obligation of the Issuer, enforceable against it in accordance with its
terms, except as the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity and the discretion of the court before which any proceeding
therefor may be brought. The Indenture, when executed and delivered, will
conform in all material respects to the description thereof in the Offering
Memorandum.


<PAGE>
                                      -9-

     (xiii) The Original Notes have been duly and validly authorized for
issuance and sale to the Initial Purchasers by the Issuer, and when issued,
authenticated and delivered by the Issuer against payment by the Initial
Purchasers in accordance with the terms of this Agreement and the Indenture, the
Original Notes will be legally binding and valid obligations of the Issuer,
entitled to the benefits of the Indenture, including without limitation, the
Guarantees, and enforceable against the Issuer in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
and the discretion of the court before which any proceeding therefor may be
brought. The Original Notes, when issued, authenticated and delivered, will
conform in all material respects to the description thereof in the Offering
Memorandum.

     (xiv) The Exchange Notes have been, or on or before the Closing Date will
be, duly and validly authorized for issuance by the Issuer, and when issued,
authenticated and delivered by the Issuer in accordance with the terms of the
Registration Rights Agreement, the Exchange Offer and the Indenture, the
Exchange Notes will be legally binding and valid obligations of the Issuer,
entitled to the benefits of the Indenture, including without limitation, the
Guarantees, and enforceable against the Issuer in accordance with their terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
and the discretion of the court before which any proceeding therefor may be
brought.

     (xv) The Guarantees have been duly and validly authorized by each of the
Guarantors and, when duly executed and delivered by them, will constitute a
valid and legally binding obligations of the Guarantors, enforceable against
them in accordance with their terms, except that (A) the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity and the discretion of the court
before which any proceeding therefor may be brought and (B) any rights to
indemnity or contribution thereunder may be limited by federal and state
securities laws and public policy considerations. The Guarantees, when executed
and delivered, will conform in all material respects to the description thereof
in the Offering Memorandum.

     (xvi) The Registration Rights Agreement has been duly and validly
authorized by the Issuer and each Guarantor and, when duly executed and
delivered by the Issuer and each Guarantor (assuming the due authorization,
execution and delivery thereof by the Initial Purchasers), will constitute a
valid and legally binding obligation of the Issuer and each Guarantor,
enforceable against each of them in accordance with its terms, except that (A)
the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
and the discretion of the court before which any proceeding therefor may be
brought and (B) any rights to indemnity or contribution thereunder may be
limited by federal and state securities laws and public policy considerations.
The Registration Rights Agreement, when executed and delivered, will conform in
all material respects to the description thereof in the Offering Memorandum.

<PAGE>
                                      -10-

     (xvii) The Credit Agreement has been duly and validly authorized by the
Issuer and, when duly executed and delivered by the Issuer (assuming the due
authorization, execution and delivery thereof by the lenders thereto), will
constitute a valid and legally binding obligation of the Issuer, enforceable
against it in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or similar laws affecting the enforcement of creditors' rights
generally and by general principles of equity and the discretion of the court
before which any proceeding therefor may be brought.

     (xviii) All taxes, fees and other governmental charges that are due and
payable on or prior to the Closing Date in connection with the execution,
delivery and performance of the Note Documents and the execution, delivery and
sale of the Original Notes shall have been paid by or on behalf of the Issuer at
or prior to the Closing Date.

     (xix) None of the Issuer or any Subsidiary is (A) in violation of its
respective charter or bylaws for corporations, or other constitutive documents
for other forms of business entities, or (B) in default in the performance of
any material obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease or other agreement or instrument that
is material to the Issuer and the Subsidiaries, taken as a whole, to which the
Issuer or the Subsidiaries is a party or by which the Issuer or the Subsidiaries
or any of their respective property is bound (collectively, "Agreements and
Instruments"), or (C) in violation of any law, statute, rule, regulation,
judgment, order or decree of any domestic or foreign court with jurisdiction
over any of them or any of their assets or properties or other governmental or
regulatory authority, agency or other body, other than, in the case of clause
(B) herein, defaults that individually or in the aggregate would not have a
Material Adverse Effect. There exists no condition that, with notice, the
passage of time or otherwise, would constitute a default by the Issuer or any
Subsidiary under any such document or instrument or result in the imposition of
any penalty or the acceleration of any indebtedness.

     (xx) The execution, delivery and performance of the Transaction Documents
and consummation of the other Transactions does not and will not (A) require any
consent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except for (1) registration of the
Exchange Offer or resale of the Notes under the Act pursuant to the Registration
Rights Agreement, (2) such as may be required under the securities or Blue Sky
laws of the various states, and (3) qualification of the Indenture under the
Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), in
connection with the issuance of the Exchange Notes), (B) conflict with or
constitute a breach of any of the terms or provisions of, or a default (or event
which, with giving of notice or passage of time or both, would constitute a
default) under or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Issuer or the Subsidiaries
pursuant to the charter or bylaws for corporations, or other constitutive
documents for other forms of business entities, of the Issuer or the
Subsidiaries or any indenture, loan agreement, mortgage, material lease or other
agreement or instrument that is material to the Issuer and the Subsidiaries,
taken as a whole, to which the Issuer or the Subsidiaries is a party or by which
the Issuer or the Subsidiaries or their respective property is bound, (C)
conflict with or constitute a breach of any of the terms and provisions of any
statute, any rule, regulation (including, without limitation, the Communications
Act of 1934, as amended, and the regulations promulgated thereunder (the
"Communications Laws")), or any order of any governmental agency or body
(including, without limitation, the Federal Commu-

<PAGE>
                                      -11-

nications Commission (the "FCC")) or any court having jurisdiction over the
Issuer, any Subsidiary or any of their respective properties, (D) constitute a
Repayment Event (as defined below), (E) violate or conflict with any applicable
law or any rule, regulation, judgment, order or decree of any court or any
governmental body or agency having jurisdiction over the Issuer, any of the
Subsidiaries, or their respective property, (F) result in the suspension,
termination or revocation of any Authorization (as defined below) of the Issuer
or the Subsidiaries, or any other impairment of the rights of the holder of any
such Authorization with, any governmental agency or body (including without
limitation, the FCC or any court, except that a copy of this Agreement is to be
filed with the FCC within 30 days of its execution. As used in this Agreement,
"Repayment Event" means any event or condition that gives the holder (or any
person acting on such holder's behalf) of any note, debenture or other evidence
of indebtedness, or any other contractual obligation (including without
limitation, preferred stock or similar securities) the right to require the
repurchase or redemption or repayment of all or a portion of such indebtedness
or other contractual obligation by the Issuer or any Subsidiary.

     (xxi) Except as set forth in the Offering Memorandum, there are no pending
actions, suits, proceedings, inquiries or investigations before or brought by
any court or governmental agency or body (including, without limitation, the
FCC) against or, to the knowledge of the Issuer, affecting the Issuer, any of
the Subsidiaries, any of their respective properties other than such which, if
determined adversely to the Issuer or the Subsidiaries, would not, individually
or in the aggregate, (A) have a Material Adverse Effect and (B) interfere with
or adversely affect the consummation of any of the Transactions.

     (xxii) Except as would not have a Material Adverse Effect, there is no (A)
significant unfair labor practice complaint, grievance or arbitration proceeding
served upon the Issuer or any Subsidiary pending or, to the Issuer's best
knowledge, threatened against the Issuer or the Subsidiaries before the National
Labor Relations Board or any foreign, state or local labor relations board or
similar authority; (B) strike, labor dispute, slowdown or stoppage pending or,
to the Issuer's best knowledge, threatened against the Issuer or the
Subsidiaries; or (C) union representation question existing with respect to the
employees of the Issuer and the Subsidiaries. To the best of the Issuer's
knowledge, no collective bargaining organizing activities are taking place with
respect to the Issuer or the Subsidiaries, except as disclosed in the Offering
Memorandum.

     (xxiii) The Issuer and the Subsidiaries are in compliance in all material
respects with all applicable laws, rules and regulations, including without
limitation the rules and regulations of the FCC. None of the Issuer or the
Subsidiaries has violated any foreign, federal, state or local law or regulation
relating to the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
("Environmental Laws"), any provisions of the Employee Retirement Income
Security Act of 1974, as amended, or any provisions of the Foreign Corrupt
Practices Act, or the rules and regulations promulgated thereunder, except for
such violations which would not, singly or in the aggregate, result in a
Material Adverse Effect. There are no costs or liabilities associated with
Environmental Laws (including, without limitation, any capital or operating
expenditures required for clean-up, closure of properties or compliance with
Environmental Laws or any Authorization, any related constraints on operating
activities and any potential liabilities to third parties) which would, singly
or in the aggregate, result in a Material Adverse Effect.


<PAGE>

                                      -12-

     (xxiv) Each of the Issuer and the Subsidiaries has such permits, licenses,
consents, exemptions, franchises, authorizations and other approvals (including,
without limitation, under any applicable Communications Laws or Environmental
Laws) (each, an "Authorization") of, and has made all filings with and notices
to, all governmental or regulatory authorities (including without limitation the
FCC) and self-regulatory organizations and all courts and other tribunals as are
necessary to own, lease, license and operate its respective properties and to
conduct its business as currently conducted, except where the failure to have
any such Authorization or to make any such filing or notice would not, singly or
in the aggregate, result in a Material Adverse Effect. Except as disclosed in
the Offering Memorandum, each such Authorization is valid and in full force and
effect, with no conditions, restrictions or qualifications (other than those
applicable generally to holders of broadcast television and radio station
licenses from the FCC) and the Issuer and the Subsidiaries are in compliance
with all the respective terms and conditions thereof and with the rules and
regulations of the authorities and governing bodies having jurisdiction with
respect thereto; and no event has occurred (including, without limitation, the
receipt of any notice of proceedings or other notice from any authority or
governing body) which allows or, after notice or lapse of time or both, would
allow or, if determined adversely to the Issuer or any Subsidiary, could result
in, revocation, suspension or termination of any such Authorization or results
or, after notice or lapse of time or both, would result in any other impairment
of the rights of the holder of any such Authorization; and such Authorizations
contain no restrictions that are burdensome, respectively, to the Issuer or the
Subsidiaries; except where such failure to be valid and in full force and effect
or to be in compliance, the occurrence of any such event or the presence of any
such restriction would not, singly or in the aggregate, have a Material Adverse
Effect. The Issuer and/or the Subsidiaries is the holder of the Authorizations
issued by the FCC for each of the low-power, Class A and full-service television
stations and all of the radio stations identified as being owned by the Issuers
and/or the Subsidiaries in the Offering Memorandum and such stations represent
all of the stations owned by Issuer and/or the Subsidiaries. None of the Issuer
or any of its Subsidiaries holds any Authorization issued by the FCC other than
those used in connection with the operation of their respective television and
radio stations.

     (xxv) The Issuer and the Subsidiaries have good and marketable title in fee
simple to all real property and good and marketable title to all personal
property owned by them, in each case free and clear of all liens, encumbrances
and defects except such as are described in the Offering Memorandum and as do
not interfere with the use made and proposed to be made of such property by the
Issuer and the Subsidiaries, and as would not have a Material Adverse Effect;
and any real property and buildings held under lease by the Issuer and the
Subsidiaries are held by them under valid, subsisting and enforceable leases
with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Issuer and the
Subsidiaries, in each case except as described in the Offering Memorandum.

     (xxvi) All material tax returns required to be filed by the Issuer and the
Subsidiaries in any jurisdiction have been filed, other than those filings being
contested in good faith, and all material taxes, including withholding taxes,
penalties and interest, assessments, fees and other charges due pursuant to such
returns or pursuant to any assessment received by the Issuer or the Subsidiaries
have been paid, other than those being contested in good faith and for which
adequate reserves have been provided.


<PAGE>

                                      -13-

     (xxvii) The Issuer and each of the Guarantors is not, and after giving
effect to the Transactions and the application of the proceeds thereof as
described in the Offering Circular will not be, an "investment company" as such
term is defined in the Investment Company Act of 1940, as amended.

     (xxviii) The Issuer and the Subsidiaries maintain a system of internal
accounting controls sufficient to provide reasonable assurance that (A)
transactions are executed in accordance with management's general or specific
authorizations; (B) transactions are recorded as necessary to permit preparation
of financial statements in conformity with U.S. generally accepted accounting
principles ("U.S. GAAP") and to maintain asset accountability; (C) access to
assets is permitted only in accordance with management's general or specific
authorization; and (D) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

     (xxix) The Issuer and the Subsidiaries are insured by insurers of
recognized financial responsibility against such losses and risks and in such
amounts as are customary in the businesses in which they are engaged; and none
of the Issuer or the Subsidiaries (A) has received notice from any insurer or
agent of such insurer that substantial capital improvements or other material
expenditures will have to be made in order to continue such insurance or (B) has
any reason to believe that it will not be able to renew its existing insurance
coverage as and when such coverage expires or to obtain similar coverage from
similar insurers at a cost that would not have a Material Adverse Effect.

     (xxx) Neither the Issuer nor any of its affiliates (as defined in Rule
501(b) of Regulation D under the Act) has (A) taken, directly or indirectly, any
action designed to, or that might reasonably be expected to, cause or result in
stabilization or manipulation of the price of any security of the Issuer to
facilitate the sale or resale of the Original Notes or (B) sold, bid for,
purchased or paid any person any compensation for soliciting purchases of the
Original Notes in a manner that would require registration of the Original Notes
under the Act or paid or agreed to pay to any person any compensation for
soliciting another to purchase any other securities of the Issuer in a manner
that would require registration of the Original Notes under the Act.

     (xxxi) Neither the Issuer nor any of its affiliates (as defined in
Regulation D under the Act) has, directly or through any agent (other than the
Initial Purchasers or any affiliate of the Initial Purchasers, as to which no
representation is made), sold, offered for sale, contracted to sell, pledged,
solicited offers to buy or otherwise disposed of or negotiated in respect of any
security (as defined in the Act) that is currently or will be integrated with
the sale of the Original Notes in a manner that would require the registration
of the Original Notes under the Act.

     (xxxii) Neither the Issuer nor any of its affiliates, or any person acting
on its or their behalf (other than any Initial Purchaser, as to whom the Issuer
makes no representation), is engaged in any directed selling effort with respect
to the Original Notes, and each of them has complied with the offering
restrictions requirement of Regulation S under the Act. Terms used in this
paragraph have the meaning given to them by Regulation S.

     (xxxiii) No form of general solicitation or general advertising (prohibited
by the Act in connection with offers or sales such as the Exempt Resales) was
used by the Issuer or any of its representa-

<PAGE>

                                      -14-

tives (other than any Initial Purchaser, as to whom the Issuer makes no
representation) in connection with the offer and sale of any of the Original
Notes or in connection with Exempt Resales, including, but not limited to,
articles, notices or other communications published in any newspaper, magazine
or similar medium or broadcast over television or radio or displayed on any
computer terminal, or any seminar or meeting whose attendees have been invited
by any general solicitation or general advertising. Neither the Issuer nor any
of its affiliates has entered into, and neither the Issuer nor any of its
affiliates will enter into, any contractual arrangement with respect to the
distribution of the Original Notes except for this Agreement.

     (xxxiv) As of December 31, 2001, neither the Issuer nor any Subsidiary had
any material liabilities or obligations, direct or contingent, that were not set
forth in the Issuer's consolidated balance sheet as of such date or in the notes
thereto set forth in the Offering Memorandum. Since December 31, 2001, except as
set forth or contemplated in the Offering Memorandum, (A) none of the Issuer or
any Subsidiary has (1) incurred any liabilities or obligations, direct or
contingent, that would, individually or in the aggregate, have a Material
Adverse Effect, or (2) entered into any material transaction not in the ordinary
course of business, (B) there has not been any event or development in respect
of the business or condition (financial or other) the Issuer and the
Subsidiaries that would, either individually or in the aggregate, have a
Material Adverse Effect, (C) there has been no dividend or distribution of any
kind declared, paid or made by the Issuer on any class of its capital stock and
(D) there has not been any change in the long-term debt of the Issuer or any of
the Subsidiaries.

     (xxxv) Neither the Issuer nor any Subsidiary (or any agent thereof acting
on their behalf) has taken, and none of them will take, any action that might
cause this Agreement or the issuance or sale of the Notes to violate Regulation
T, U or X of the Board of Governors of the Federal Reserve System, as in effect,
or as the same may hereafter be in effect, on the Closing Date.

     (xxxvi) McGladrey & Pullen LLP are independent accountants under Rule 101
of the AICPA Code of Professional Conduct and its interpretations and rulings.
The historical consolidated financial statements included in the Offering
Memorandum (and any amendment or supplement thereto), together with related
schedules and notes, present fairly the consolidated financial position, results
of operations, stockholders' equity, cash flows and changes in financial
position of the Issuer and its wholly owned subsidiaries, on the basis stated
therein at the dates or for the respective periods to which they apply; such
statements and related schedules and notes have been prepared in accordance with
U.S. GAAP; the supporting schedules, if any, included in the Offering Memorandum
present fairly in accordance with U.S. GAAP the information required to be
stated therein; and the other financial and statistical information and data set
forth in the Offering Memorandum (and any amendment or supplement thereto)
present fairly the information shown therein and have been prepared on a basis
consistent with the financial statements and the books and records of the Issuer
and its wholly owned subsidiaries.

     (xxxvii) As of the date hereof and as of the Closing Date, immediately
prior to and immediately following the consummation of the Transactions, the
Issuer and each Subsidiary is and will be Solvent. The Issuer is not
contemplating the filing of a petition by it under any bankruptcy or insolvency
laws or the liquidating of all or a substantial portion of its property, and the
Issuer has no knowledge of any Person contemplating the filing of any such
petition against the Issuer. As used herein, "Sol-

<PAGE>
                                      -15-

vent" shall mean, for any Person on a particular date, that on such date (A) the
fair value of the property of such Person is greater than the total amount of
liabilities, including, without limitation, contingent liabilities, of such
Person, (B) the present fair salable value of the assets of such Person is not
less than the amount that will be required to pay the probable liability of such
Person on its debts as they become absolute and matured, (C) such Person does
not intend to, and does not believe that it will, incur debts and liabilities
beyond such Person's ability to pay as such debts and liabilities mature, (D)
such Person is not engaged in a business or a transaction, and is not about to
engage in a business or a transaction, for which such Person's property would be
found to constitute unreasonably small capital and (E) such Person is able to
pay its debts as they become due and payable.

     (xxxviii) Except as described in the section entitled "Plan of
Distribution" in the Offering Memorandum, there are no contracts, agreements or
understandings between the Issuer or any Subsidiary and any other Person other
than the Initial Purchasers pursuant to this Agreement that would give rise to a
valid claim against the Issuer, any such Subsidiary or either Initial Purchaser
for a brokerage commission, finder's fee or like payment in connection with the
issuance, purchase and sale of the Notes.

     (xxxix) The statistical and market-related data included in the Offering
Memorandum are based on or derived from sources that the Issuer believes to be
reliable and accurate in all material respects.

     (xl) There are no transactions between the Issuer and its affiliates and
concerning material contracts, agreements, covenants, indentures, loans,
mortgages, leases or other agreements or instruments material to the Issuer that
would be required to be described in a prospectus included in a registration
statement filed under the Act that have not been described in the Offering
Memorandum or incorporated by reference therein, and the descriptions thereof
are accurate and complete in all material respects.

     (xli) Each certificate signed by any officer of the Issuer and/or Guarantor
and delivered to the Initial Purchasers or counsel for the Initial Purchasers
pursuant to, or in connection with, this Agreement shall be deemed to be a
representation and warranty by the Issuer to the Initial Purchasers as to the
matters covered by such certificate.

          The Issuer acknowledges that the Initial Purchasers and, for purposes
     of the opinions to be delivered to the Initial Purchasers pursuant to
     Section 8 of this Agreement, counsel to the Issuer and counsel to the
     Initial Purchasers will rely upon the accuracy and truth of the foregoing
     representations and the Issuer hereby consents to such reliance.

(b) Each Initial Purchaser acknowledges that it is purchasing the Original Notes
pursuant to a private sale exemption from registration under the Act, and that
the Original Notes have not been registered under the Act and may not be offered
or sold within the United States or to, or for the account or benefit of, U.S.
persons except pursuant to an exemption from the registration requirements of
the Act. Each Initial Purchaser, severally and not jointly, represents, warrants
and covenants to the Issuer that:



<PAGE>

                                      -16-

     (i) Neither it, nor any person acting on its behalf, has or will solicit
offers for, or offer or sell, the Original Notes by any form of general
solicitation or general advertising (as those terms are used in Regulation D
under the Act) or in any manner involving a public offering within the meaning
of Section 4(2) of the Act and it has and will solicit offers for the Original
Notes only from, and will offer and sell the Original Notes only to, (A) Persons
whom such Initial Purchaser reasonably believes to be QIBs or, if any such
Person is buying for one or more institutional accounts for which such Person is
acting as fiduciary or agent, only when such Person has represented to such
Initial Purchaser that each such account is a QIB to whom notice has been given
that such sale or delivery is being made in reliance on Rule 144A, and, in each
case, in reliance on the exemption from the registration requirements of the Act
pursuant to Rule 144A, or (B) Persons other than U.S. Persons outside the United
States in reliance on the exemption from the registration requirements of the
Act provided by Regulation S.

     (ii) With respect to offers and sales outside the United States, such
Initial Purchaser has offered the Original Notes and will offer and sell the
Original Notes (A) as part of its distribution at any time and (B) otherwise
until 40 days after the later of the commencement of the offering of the
Original Notes and the Closing Date, only in accordance with Rule 903 of
Regulation S or another exemption from the registration requirements of the Act.
Accordingly, neither such Initial Purchaser nor any person acting on its behalf
has engaged or will engage in any directed selling efforts (within the meaning
of Regulation S) with respect to the Original Notes, and any such persons have
complied and will comply with the offering restrictions requirements of
Regulation S.

     Terms used in this Section 5(b)(ii) have the meanings given to them by
Regulation S.

     (iii) It will not initially offer or sell any Original Notes to persons in
the United Kingdom, except to persons whose ordinary activities involve them in
acquiring, holding, managing or disposing of investments (as principal or agent)
for the purposes of their businesses or otherwise in circumstances which shall
not result in an offer to the public in the United Kingdom within the meaning of
the Public Offers of Securities Regulations 1995. It shall comply with all
applicable provisions of the Financial Services Markets Act 2000 ("FSMA") with
respect to anything done by it in relation to the Original Notes in, from, or
otherwise including the United Kingdom. It will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the FSMA) received by it in connection with
the issue of any Original Notes in circumstances in which Section 21(1) of the
FSMA does not apply to the Issuer.

     (iv) It has such knowledge and experience in financial and business matters
as is necessary to evaluate fully the merits and risks of an investment in the
Original Notes.

     The Initial Purchasers understand that the Issuer and, for purposes of the
opinions to be delivered to them pursuant to Section 8 hereof, counsel to the
Issuer and counsel to the Initial Purchasers will rely upon the accuracy and
truth of the foregoing representations, and each Initial Purchaser hereby
consents to such reliance.

     6. Indemnification. (a) The Issuer and each Guarantor, jointly and
        ---------------
severally, agrees to indemnify and hold harmless the Initial Purchasers, each
person, if any, who controls any

<PAGE>
                                      -17-

Initial Purchaser within the meaning of Section 15 of the Act or Section 20(a)
of the Exchange Act, the agents, employees, officers and directors of any
Initial Purchaser and the agents, employees, officers and directors of any such
controlling person from and against any and all losses, liabilities, claims,
damages and expenses (including, but not limited, to reasonable attorneys' fees
and any and all reasonable expenses incurred in investigating, preparing or
defending against any litigation, commenced or threatened, or any claim, and any
and all reasonable amounts paid in settlement of any claim or litigation)
(collectively, "Losses") to which they or any of them may become subject under
the Act, the Exchange Act or otherwise insofar as such Losses (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of a material fact contained in the Preliminary Offering
Memorandum or the Offering Memorandum, or in any supplement thereto or amendment
thereof, or arise out of or are based upon the omission or alleged omission to
state therein a material fact necessary to make the statements therein, in the
light of the circumstances under which they were made, not misleading; provided,
however, that the Issuer and the Guarantors will not be liable in any such case
to the extent, but only to the extent, that any such Loss arises out of or is
based upon any such untrue statement or alleged untrue statement or omission or
alleged omission relating to an Initial Purchaser made therein in reliance upon
and in conformity with written information furnished to the Issuer by or on
behalf of such Initial Purchaser expressly for use therein. This indemnity
agreement will be in addition to any liability that the Issuer may otherwise
have, including, but not limited to, liability under this Agreement.

     (b) Each Initial Purchaser agrees to indemnify and hold harmless the Issuer
and the Guarantors, and each person, if any, who controls the each of them
within the meaning of Section 15 of the Act or Section 20(a) of the Exchange
Act, each of its agents, employees, officers and directors and the agents,
employees, officers and directors of any such controlling person from and
against any Losses to which they or any of them may become subject under the
Act, the Exchange Act or otherwise insofar as such Losses (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in the Preliminary Offering Memorandum or
the Offering Memorandum, or in any amendment thereof or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, in each case to the
extent, but only to the extent, that any such Loss arises out of or is based
upon any untrue statement or alleged untrue statement or omission or alleged
omission relating to such Initial Purchaser made therein in reliance upon and in
conformity with information furnished in writing to the Issuer by or on behalf
of such Initial Purchaser expressly for use therein. The parties hereto
acknowledge that the information described in Section 9 is the only information
furnished in writing by the Initial Purchasers to the Issuer expressly for use
in the Preliminary Offering Memorandum or the Offering Memorandum.

     (c) Promptly after receipt by an indemnified party under subsection 6(a) or
6(b) above of notice of the commencement of any action, suit or proceeding
(collectively, an "action"), such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection,
notify each party against whom indemnification is to be sought in writing of the
commencement of such action (but the failure so to notify an indemnifying party
shall not relieve such indemnifying party from any liability that it may have
under this Section 6 except to the extent that it has been prejudiced in any
material respect by such failure). In case any such action is brought


<PAGE>

                                      -18-

against any indemnified party, and it notifies an indemnifying party of the
commencement of such action, the indemnifying party will be entitled to
participate in such action, and to the extent it may elect by written notice
delivered to the indemnified party promptly after receiving the aforesaid notice
from such indemnified party, to assume the defense of such action with counsel
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such action, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying parties (or such
indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them that are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties. In no event shall the indemnifying party be liable for the fees and
expenses of more than one counsel (together with appropriate local counsel) at
any time for all indemnified parties in connection with any one action or
separate but substantially similar or related actions arising in the same
jurisdiction out of the same general allegations or circumstances. An
indemnifying party shall not be liable for any settlement of any claim or action
effected without its written consent, which consent may not be unreasonably
withheld. Notwithstanding the foregoing sentence, if at any time an indemnified
party shall have requested an indemnifying party to reimburse the indemnified
party for fees and expenses of counsel as contemplated by paragraph (a) or (b)
of this Section 6, then the indemnifying party agrees that it shall be liable
for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 45 business days after receipt by such
indemnifying party of the aforesaid request, (ii) such indemnifying party shall
not have reimbursed the indemnified party in accordance with such request prior
to the date of such settlement and (iii) such indemnified party shall have given
the indemnifying party at least 45 days prior notice of its intention to settle.
No indemnifying party shall, without the prior written consent of the
indemnified party, effect any settlement of any pending or threatened proceeding
in respect of which any indemnified party is or could have been a party and
indemnity could have been sought hereunder by such indemnified party, unless
such settlement includes an unconditional release of such indemnified party from
all liability on claims that are the subject matter of such proceeding and does
not include an admission of fault, culpability, or a failure to act, by or on
behalf of such indemnified party.

     7. Contribution. In order to provide for contribution in circumstances in
        ------------
which the indemnification provided for in Section 6 of this Agreement is for any
reason held to be unavailable from the indemnifying party, or is insufficient to
hold harmless a party indemnified under Section 6 of this Agreement, each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such aggregate Losses (i) in such proportion as
is appropriate to reflect the relative benefits received by the Issuer, on the
one hand, and the Initial Purchasers, on the other hand, from the offering of
the Original Notes or (ii) if such allocation is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in

<PAGE>

                                      -19-

clause (i) above but also the relative fault of the Issuer, on the one hand, and
the Initial Purchasers, on the other hand, in connection with the statements or
omissions that resulted in such Losses, as well as any other relevant equitable
considerations. The relative benefits received by the Issuer, on the one hand,
and the Initial Purchasers, on the other hand, shall be deemed to be in the same
proportion as (x) the total proceeds from the offering of Original Notes (net of
discounts and commissions but before deducting expenses) received by the Issuer
are to (y) the total discount received by the Initial Purchasers. The relative
fault of the Issuer, on the one hand, and the Initial Purchasers, on the other
hand, shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Issuer
or the Initial Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission or
alleged statement or omission.

     The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
or by any other method of allocation that does not take into account the
equitable considerations referred to above. Notwithstanding the provisions of
this Section 7, (i) in no case shall any Initial Purchaser be required to
contribute any amount in excess of the amount by which the total discount
applicable to the Original Notes purchased by such Initial Purchaser pursuant to
this Agreement exceeds the amount of any damages that such Initial Purchaser has
otherwise been required to pay by reason of any untrue or alleged untrue
statement or omission or alleged omission and (ii) no person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. For purposes of this Section 7, each person, if
any, who controls any Initial Purchaser within the meaning of Section 15 of the
Act or Section 20(a) of the Exchange Act shall have the same rights to
contribution as the Initial Purchasers, and each person, if any, who controls
the Issuer or the Guarantors within the meaning of Section 15 of the Act or
Section 20(a) of the Exchange Act and each director, officer, employee and agent
of the Issuer or the Guarantors, as the case may be, shall have the same rights
to contribution as the Issuer and the Guarantors, as the case may be. Any party
entitled to contribution will, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim for contribution
may be made against another party or parties under this Section 7, notify such
party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any obligation it or they may have under this
Section 7 or otherwise, except to the extent that it has been prejudiced in any
material respect by such failure; provided, however, that no additional notice
shall be required with respect to any action for which notice has been given
under Section 6 for purposes of indemnification. Anything in this section to the
contrary notwithstanding, no party shall be liable for contribution with respect
to any action or claim settled without its written consent; provided, however,
that such written consent was not unreasonably withheld.

     8. Conditions of Initial Purchasers' Obligations. The obligations of the
        ---------------------------------------------
Initial Purchasers to purchase and pay for the Original Notes, as provided for
in this Agreement, shall be subject to satisfaction of the following conditions
prior to or concurrently with such purchase:


<PAGE>

                                      -20-

     (a) All of the representations and warranties of the Issuer and the
Guarantors contained in this Agreement shall be true and correct on the date of
this Agreement and on the Closing Date. The Issuer and each of the Guarantors
shall have performed or complied with all of the agreements and covenants
contained in this Agreement and required to be performed or complied with by
them at or prior to the Closing Date.

     (b) The Offering Memorandum shall have been printed and copies distributed
to the Initial Purchasers on the date of this Agreement or at such later date as
the Initial Purchasers may determine. No stop order suspending the qualification
or exemption from qualification of the Original Notes in any jurisdiction shall
have been issued and no proceeding for that purpose shall have been commenced or
shall be pending or threatened. The Offering Memorandum (in the form first
delivered to the Initial Purchasers for use in confirming sales of the Original
Notes) did not contain an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.

     (c) No action shall have been taken and no statute, rule, regulation or
order shall have been enacted, adopted or issued by any governmental agency that
would, as of the Closing Date, prevent the issuance and sale of the Original
Notes or consummation of the Exchange Offer; except as disclosed in the Offering
Memorandum (in the form first delivered to the Initial Purchasers for use in
confirming sales of the Original Notes), no action, suit or proceeding shall
have been commenced and be pending against or affecting or, to the best
knowledge of the Issuer, threatened against the Issuer or any Subsidiary before
any court or arbitrator or any governmental body, agency or official that, if
adversely determined, would have a Material Adverse Effect; and no stop order
preventing the use of the Preliminary Offering Memorandum or the Offering
Memorandum, or any amendment or supplement thereto, or any order asserting that
any of the transactions contemplated by this Agreement are subject to the
registration requirements of the Act shall have been issued.

     (d) As of December 31, 2001, neither the Issuer nor any Subsidiary had any
material liabilities or obligations, direct or contingent, that were not set
forth in the Issuer's consolidated balance sheet as of such date or in the notes
thereto set forth in the Offering Memorandum. Since December 31, 2001, except as
set forth or contemplated in the Offering Memorandum (in the form first
delivered to the Initial Purchasers for use in confirming sales of the Original
Notes), (a) none of the Issuer or any Subsidiary has (1) incurred any
liabilities or obligations, direct or contingent, that, individually or in the
aggregate, would have a Material Adverse Effect, or (2) entered into any
material transaction not in the ordinary course of business, (b) there has not
been any event or development in respect of the business or condition (financial
or other) of the Issuer and the Subsidiaries that, individually or in the
aggregate, would have a Material Adverse Effect and (c) there has been no
dividend or distribution of any kind declared, paid or made by the Issuer or any
Subsidiary that is not wholly owned by the Issuer on any class of its capital
stock.

     (e) The Initial Purchasers shall have received certificates, dated the
Closing Date, signed by two authorized officers of the Issuer and each of the
Guarantors confirming, as of the Closing Date, to its knowledge, the matters set
forth in paragraphs (a), (b), (c) and (d) of this Section 8.


<PAGE>
                                      -21-

     (f) The Initial Purchasers shall have received on the Closing Date opinions
dated the Closing Date, addressed to the Initial Purchasers, of (i) Foley &
Lardner, counsel to the Issuer, and (ii) Thompson Hine LLP, FCC counsel to the
Issuer, substantially in the form of Exhibits A-1 and A-2, respectively, each of
                                     ------------     ---
which is attached hereto.

     (g) The Initial Purchasers shall have received on the Closing Date an
opinion dated the Closing Date of O'Melveny & Myers LLP, counsel to the Initial
Purchasers.

     (h) On the date hereof, the Initial Purchasers shall have received a
"comfort letter" from McGladrey & Pullen LLP, independent public accountants for
the Issuer, dated the date of this Agreement, addressed to the Initial
Purchasers and in form and substance satisfactory to the Initial Purchasers and
counsel to the Initial Purchasers. In addition, the Initial Purchasers shall
have received "bring-down comfort letter" from McGladrey & Pullen LLP, dated as
of the Closing Date, addressed to the Initial Purchasers and in form and
substance satisfactory to the Initial Purchasers and counsel to the Initial
Purchasers.

     (i) Each of the other Transaction Documents, including without limitation
the Indenture, shall have been executed and delivered, and the Initial
Purchasers shall have received copies, conformed as executed, thereof, except
that, in lieu of Issuer's entering into the Credit Agreement, on or prior to the
Closing Date written consents shall have been obtained from a sufficient
percentage of the lenders under the Credit Agreement to consent to the issuance
of the Notes.

     (j) Each of the other Transactions shall have been, or shall substantially
simultaneously be consummated.

     (k) The Initial Purchasers shall have been furnished with wiring
instructions for the application of the proceeds of the Original Notes in
accordance with this Agreement and such other information as they may reasonably
request.

     (l) O'Melveny & Myers LLP, counsel to the Initial Purchasers, shall have
been furnished with such documents as they may reasonably request to enable them
to review or pass upon the matters referred to in this Section 8 and in order to
evidence the accuracy, completeness or satisfaction in all material respects of
any of the representations, warranties or conditions contained in this
Agreement.

     (m) The Original Notes shall be eligible for trading in The Portal Market
upon issuance. All agreements set forth in the representation letter of the
Issuer to DTC relating to the approval of the Notes by DTC for "book-entry"
transfer shall have been complied with.

     If any of the conditions specified in this Section 8 shall not have been
fulfilled when and as required by this Agreement to be fulfilled (or waived by
UBS Warburg), this Agreement may be terminated by the Initial Purchasers on
notice to the Issuer at any time at or prior to the Closing Date, and such
termination shall be without liability of any party to any other party.
Notwithstanding any such termination, the provisions of Sections 4(f), 6, 7, 9,
10 and 11(d) shall remain in effect.


<PAGE>

                                      -22-

     The documents required to be delivered by this Section 8 will be delivered
at the office of counsel for the Initial Purchasers on the Closing Date.

     9. Initial Purchasers Information. The parties hereto severally acknowledge
        ------------------------------
that the statements with respect to the delivery of the Original Notes to the
Initial Purchasers set forth in the first four sentences of the sixth paragraph
and in the seventh paragraph under "Plan of Distribution" in the Preliminary
Offering Memorandum and the Offering Memorandum constitute the only information
furnished in writing by the Initial Purchasers expressly for use in the
Preliminary Offering Memorandum or the Offering Memorandum.

     10. Survival of Representations and Agreements. All representations and
         ------------------------------------------
warranties, covenants and agreements contained in this Agreement, including the
agreements contained in Sections 4(f) and 11(d), the acknowledgement contained
in Section 9, the indemnity agreements contained in Section 6 and the
contribution agreements contained in Section 7, shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of
the Initial Purchasers or any controlling person thereof or by or on behalf of
the Issuer or any controlling person thereof, and shall survive delivery of and
payment for the Original Notes to and by the Initial Purchasers. The agreements
contained in Sections 4(f), 6, 7, 9 and 11(d) shall survive the termination of
this Agreement, including a termination pursuant to Section 11.

     11. Effective Date of Agreement; Termination. (a) This Agreement shall
         ----------------------------------------
become effective upon execution and delivery of a counterpart hereof by each of
the parties hereto.

     (b) UBS Warburg, on behalf of the Initial Purchasers, shall have the right
to terminate this Agreement at any time prior to the Closing Date by notice to
the Issuer from UBS Warburg, without liability (other than with respect to
Sections 6 and 7) on the Initial Purchasers' part to the Issuer and the
Guarantors or any affiliate thereof if, on or prior to such date, (i) the Issuer
or any of the Guarantors shall have failed, refused or been unable to perform in
any material respect any agreement on their part to be performed under this
Agreement when and as required, (ii) any other condition to the obligations of
the Initial Purchasers under this Agreement pursuant to Section 8 is not
fulfilled when and as required, (iii) there has been any change, or any
development involving a prospective change, in business, condition (financial or
other), results of operations, assets or prospects of the Issuer and the
Subsidiaries taken as a whole, which would, in the judgment of UBS Warburg, make
it impracticable to proceed with the offering and delivery of the Original Notes
on the terms and in the manner contemplated by the Offering Memorandum, (iv)
there shall have occurred any downgrading, or any notice shall have been given
of (A) any intended or potential downgrading, or (B) any review or possible
change that does not indicate an improvement, in the rating accorded any
securities of or guaranteed by the Issuer or any Subsidiary by any "nationally
recognized statistical rating organization," as that term is defined in Rule
436(g)(2) under the Act, (v) trading in securities generally on the New York
Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall
have been suspended or materially limited, or minimum prices shall have been
established thereon by the Commission, or by such exchange or other regulatory
body or governmental authority having jurisdiction, (vi) a general banking
moratorium shall have been declared by federal or New York authorities, (vii)
any major disruption of settlements of securities, (viii) there is an outbreak
or escalation of hostilities, acts of terrorism, or other national or
international calamity or crisis (economic,


<PAGE>
                                      -23-

political or otherwise), in any such case involving the United States or
affecting the financial markets in the United States (or potentially affecting
them if the financial markets in the United States have not yet opened), or
there has been a declaration by the United States of a national emergency or war
or other national or international calamity or crisis (economic, political,
financial or otherwise) which make it, in UBS Warburg's reasonable judgment,
impracticable to proceed with the offering or delivery of the Original Notes on
the terms and in the manner contemplated in the Offering Memorandum or (ix)
there shall have been such a material adverse change or material disruption in
the financial, banking or capital markets generally (including, without
limitation, the markets for debt securities of companies similar to the Issuer)
or the effect (or potential effect if the financial markets in the United States
have not yet opened) of international conditions on the financial markets in the
United States shall be such as, in UBS Warburg's reasonable judgment, to make it
inadvisable or impracticable to proceed with the offering or delivery of the
Notes on the terms and in the manner contemplated in the Offering Memorandum.

     (c) Any notice of termination pursuant to this Section 11 shall be given at
the address specified in Section 12 below by telephone, telex, telephonic
facsimile or telegraph, confirmed in writing by letter.

     (d) If this Agreement shall be terminated pursuant to Section 11(b), or if
the sale of the Notes provided for in this Agreement is not consummated because
of any refusal, inability or failure on the part of the Issuer or any of the
Guarantors to satisfy any condition to the obligations of the Initial Purchasers
set forth in this Agreement to be satisfied on its part or because of any
refusal, inability or failure on the part of the Issuer or any of the Guarantors
to perform any agreement in this Agreement or comply with any provision of this
Agreement, the Issuer and the Guarantors, jointly and severally, will reimburse
the Initial Purchasers for all of their reasonable out-of-pocket expenses
(including, without limitation, the fees and expenses of the Initial Purchasers'
counsel) incurred in connection with this Agreement.

     12. Notice. All communications with respect to or under this Agreement,
         ------
except as may be otherwise specifically provided in this Agreement, shall be in
writing and, if sent to the Initial Purchasers, shall be mailed, delivered, or,
telegraphed or telecopied and confirmed in writing to UBS Warburg LLC, 299 Park
Avenue, New York, New York 10171 (telephone: (212) 821-3000, fax number:
203-719-1075), Attention: Syndicate Department, with a copy to O'Melveny & Myers
LLP, 400 South Hope Street, Los Angeles, California, 90071 (telephone: (213)
430-6000, fax: (213) 430-6407), Attention: Richard M. Jones, Esq.; and if sent
to the Issuer or any Guarantor, shall be mailed, delivered or, telegraphed or
telecopied and confirmed in writing to Entravision Communications Corporation,
2425 Olympic Blvd., Suite 6000 West, Santa Monica, CA 90404 (telephone:
(310)447-3870, fax: (310) 449-1306), Attention: Michael G. Rowles, General
Counsel, with a copy to Foley & Lardner, 2029 Century Park East, 35th Floor, Los
Angeles, CA 90067 (telephone: (310) 277-2223, fax: (310) 557-8475), Attention:
Lance Jon Kimmel, Esq.

     All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five business days after
being deposited in the mail, postage prepaid, if mailed; when receipt
acknowledged by telecopier machine, if telecopied; and one business day after
being timely delivered to a next-day air courier.


<PAGE>
                                       24

     13. Parties. This Agreement shall inure solely to the benefit of, and shall
         -------
be binding upon, the Initial Purchasers, the Issuer, the Guarantors and the
controlling persons and agents referred to in Sections 6 and 7, and their
respective successors and assigns, and no other person shall have or be
construed to have any legal or equitable right, remedy or claim under or in
respect of or by virtue of this Agreement or any provision herein contained. The
term "successors and assigns" shall not include a purchaser, in its capacity as
such, of Notes from the Initial Purchasers.

     14. Construction. This Agreement shall be construed in accordance with the
         ------------
internal laws of the State of New York (without giving effect to any provisions
thereof relating to conflicts of law).

     15. Captions. The captions included in this Agreement are included solely
         --------
for convenience of reference and are not to be considered a part of this
Agreement.

     16. Counterparts. This Agreement may be executed in various counterparts
         ------------
that together shall constitute one and the same instrument.

                            [Signature Pages Follow]

<PAGE>

     If the foregoing Purchase Agreement correctly sets forth the understanding
among the Issuer and the Initial Purchasers, please so indicate in the space
provided below for the purpose, whereupon this letter and your acceptance shall
constitute a binding agreement among the Issuer, the Guarantors and the Initial
Purchasers.


              ENTRAVISION COMMUNICATIONS CORPORATION



              By:    /s/ Walter Ulloa
                 -----------------------------------
              Name:  Walter Ulloa
              Title: Chief Executive Officer

              ENTRAVISION-TEXAS LIMITED PARTNERSHIP
              ENTRAVISION-TEXAS, L.P., INC.
              ENTRAVISION-TEXAS, G.P., LLC
              ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
              ENTRAVISION COMMUNICATIONS OF MIDLAND, LLC
              ENTRAVISION, L.L.C.
              ENTRAVISION-EL PASO, L.L.C.
              ENTRAVISION SAN DIEGO, INC.
              LOS CEREZOS TELEVISION COMPANY
              THE COMMUNITY BROADCASTING COMPANY OF SAN DIEGO, INCORPORATED
              ARIZONA RADIO, INC.
              LAS TRES CAMPANAS TELEVISION, INC.
              ASPEN FM, INC.
              LATIN COMMUNICATIONS GROUP INC.
              LATIN COMMUNICATIONS INC.
              VEA ACQUISITION CORP.
              LATIN COMMUNICATIONS EXCL INC.
              EXCL HOLDINGS, INC.
              EXCL COMMUNICATIONS, INC.
              EMBARCADERO MEDIA, INC.
              EMI SACRAMENTO RADIO, INC.
              EMI LOS ANGELES RADIO, INC.
              PORTLAND RADIO INC.
              RIVERSIDE RADIO, INC.
              MERIDIAN COMMUNICATIONS COMPANY
              SEXTANT BROADCASTING COMPANY
              METRO MIX, INC.
              NORTE BROADCASTING, INC.
              NORTE BROADCASTING OF COLORADO, INC.
              NORTE BROADCASTING OF NEW MEXICO, INC.
              NORTE BROADCASTING OF NEVADA, INC.

                            [Continued on next page]


<PAGE>

                           [Continued from prior page]

               PACIFICO BROADCASTING, INC.
               RADIO EXITO, INC.
               SUR BROADCASTING, INC.
               SUR BROADCASTING OF COLORADO, INC.
               SUR BROADCASTING OF NEW MEXICO, INC.
               Z-SPANISH MEDIA CORPORATION
               NEW WNDZ, INC.
               NEWKKSJ, INC.
               PERSONAL ACHIEVEMENT RADIO, INC.
               KPPC RADIO, INC.
               WZCO BROADCASTING, INC.
               WRZA BROADCASTING, INC.
               KZLZ BROADCASTING, INC.
               KZFO BROADCASTING, INC.
               KZPZ BROADCASTING, INC.
               KZPZ LICENSE CORPORATION
               KZMS BROADCASTING, INC.
               KZCO BROADCASTING, INC.
               OROVILLE RADIO, INC.
               KZST BROADCASTING, INC.
               KTLR BROADCASTING, INC.
               KZSL BROADCASTING, INC.
               KHZZ BROADCASTING, INC.
               WLQY BROADCASTING, INC.
               GLENDALE BROADCASTING, INC.
               VISTA MEDIA GROUP, INC.
               VISTA MEDIA GROUP OF NEW YORK, INC.
               SEABOARD OUTDOOR ADVERTISING CO., INC.
               SALE POINT POSTERS, INC.
               VISTA OUTDOOR ADVERTISING, INC.
               VISTA OUTDOOR ADVERTISING, INC.

               By:      /s/ Walter Ulloa
                        ----------------------------------------
               Name:    Walter Ulloa
               Title:   As Chief Executive Officer
                        of each of the entities listed above



<PAGE>

Confirmed and accepted as of the date first above written:

UBS WARBURG LLC
CREDIT SUISSE FIRST BOSTON CORPORATION
MERRILL LYNCH, PIERCE, FENNER & SMITH
  INCORPORATED

As Representatives of the Initial Purchasers

By:  UBS WARBURG LLC


By:  /s/ Navid Mahmoodzadegan
     -----------------------------------
     Name:  Navid Mahmoodzadegan
     Title: Executive Director

By:  /s/ Michele Miyakawa
     -----------------------------------
     Name:  Michele Miyakawa
     Title: Director



<PAGE>

                                                                      Schedule I
<TABLE>
<CAPTION>

Initial Purchaser                                  Principal Amount of Notes to be Purchased
-----------------                                  -----------------------------------------
<S>                                                                        <C>
UBS Warburg LLC                                                             $106,875,000

Credit Suisse First Boston Corporation                                       $56,250,000

Merrill Lynch, Pierce, Fenner & Smith                                        $39,375,000
           Incorporated

Fleet Securities, Inc.                                                        $9,000,000

Scotia Capital (USA) Inc.                                                     $4,500,000

BNY Capital Markets, Inc.                                                     $4,500,000

TD Securities (USA) Inc.                                                      $4,500,000

Total                                                                       $225,000,000
</TABLE>


<PAGE>

                                                                     Schedule II
<TABLE>
<CAPTION>
                                                                                         Jurisdiction                       Material
                                                         Type of     % Owned by the           of            Guarantor      Guarantor
          Subsidiary                                     Entity          Issuer         Incorporation         (|X|)          (|X|)
<S>                                                      <C>             <C>                 <C>               <C>           <C>
Entravision Holdings, LLC                                 Corp             100                CA
Entravision-Texas Limited Partnership                       LP              100                TX               |X|            |X|
Entravision-Texas, L.P., Inc.                             Corp             100                DE               |X|
Entravision-Texas, G.P., LLC                               LLC             100                DE               |X|
Entravision Communications Company, L.L.C.                 LLC             100                DE               |X|            |X|
Entravision Communications Of                              LLC             100                DE               |X|
 Midland, LLC
Entravision Midland Holdings, LLC                          LLC             100                DE
Entravision 27, L.L.C.                                     LLC             100                DE
Entravision, L.L.C.                                        LLC             100                DE               |X|
Entravision-El Paso, L.L.C.                                LLC             100                DE               |X|
Entravision San Diego, Inc.                               Corp             100                CA               |X|
Los Cerezos Television Company                            Corp             100                DE               |X|            |X|
The Community Broadcasting Company                        Corp             100                CA               |X|            |X|
 of San Diego, Incorporated
Arizona Radio, Inc.                                       Corp             100                DE               |X|            |X|
Las Tres Campanas Television, Inc.                        Corp             100                NV               |X|
Aspen FM, Inc.                                            Corp             100                CO               |X|
Tele Nacional, S.A. de C.V.                               Corp            99.9              Mexico
Comercializadora Frontera Norte S.A. de C.V.              Corp            99.9              Mexico
Television de California, S.A. de C.V.                    Corp            99.9              Mexico
26 de Mexico S.A. de C.V.                                 Corp             100              Mexico
Latin Communications Group Inc.                           Corp             100                DE               |X|
Latin Communications Inc.                                 Corp             100                DE               |X|            |X|
Vea Acquisition Corp.                                     Corp             100                DE               |X|
Latin Communications EXCL Inc.                            Corp             100                DE               |X|
EXCL Holdings, Inc.                                       Corp             100                IL               |X|
</TABLE>

<PAGE>
                                       -2-
<TABLE>
<CAPTION>
                                                                                         Jurisdiction                       Material
                                                         Type of     % Owned by the           of            Guarantor      Guarantor
          Subsidiary                                     Entity          Issuer         Incorporation         (|X|)          (|X|)
<S>                                                      <C>             <C>                 <C>               <C>           <C>
EXCL Communications, Inc.                                 Corp             100                IL               |X|
Embarcadero Media, Inc.                                   Corp             100                DE               |X|
EMI Sacramento Radio, Inc.                                Corp             100                CA               |X|            |X|
EMI Los Angeles Radio, Inc.                               Corp             100                CA               |X|            |X|
Portland Radio Inc.                                       Corp             100                WA               |X|            |X|
Riverside Radio, Inc.                                     Corp             100                CA               |X|
Meridian Communications Company                           Corp             100                NV               |X|
Sextant Broadcasting Company                              Corp             100                NV               |X|            |X|
Metro Mix, Inc.                                           Corp             100                IL               |X|            |X|
Norte Broadcasting, Inc.                                  Corp             100                CA               |X|            |X|
Norte Broadcasting of Colorado, Inc.                      Corp             100                IL               |X|            |X|
Norte Broadcasting of New Mexico, Inc.                    Corp             100                NM               |X|            |X|
Norte Broadcasting of Nevada, Inc.                        Corp             100                NV               |X|            |X|
Pacifico Broadcasting, Inc.                               Corp             100                CA               |X|            |X|
Radio Exito, Inc.                                         Corp             100                NV               |X|            |X|
Sur Broadcasting, Inc.                                    Corp             100                CA               |X|            |X|
Sur Broadcasting of Colorado, Inc.                        Corp             100                IL               |X|            |X|
Sur Broadcasting of New Mexico, Inc.                      Corp             100                NM               |X|            |X|
Z-Spanish Media Corporation                               Corp             100                DE               |X|
New WNDZ, Inc.                                            Corp             100                IN               |X|            |X|
NEWKKSJ, Inc.                                             Corp             100                CA               |X|
Personal Achievement Radio, Inc.                          Corp             100                DE               |X|
KPPC Radio, Inc.                                          Corp             100                CA               |X|
WZCO Broadcasting, Inc.                                   Corp             100                IL               |X|            |X|
WRZA Broadcasting, Inc.                                   Corp             100                IL               |X|            |X|
KZLZ Broadcasting, Inc.                                   Corp             100                AZ               |X|            |X|
KZFO Broadcasting, Inc.                                   Corp             100                CA               |X|            |X|
KZPZ Broadcasting, Inc.                                   Corp             100                AZ               |X|            |X|
KZPZ License Corporation                                  Corp             100                AZ               |X|
KZMS Broadcasting, Inc.                                   Corp             100                CA               |X|            |X|
KZCO Broadcasting, Inc.                                   Corp             100                CA               |X|
Oroville Radio, Inc.                                      Corp             100                CA               |X|
KZST Broadcasting, Inc.                                   Corp             100                CA               |X|            |X|
KTLR Broadcasting, Inc.                                   Corp             100                TX               |X|
</TABLE>

<PAGE>
                                      -3-
<TABLE>
<CAPTION>
                                                                                        Jurisdiction                       Material
                                                         Type of     % Owned by the           of            Guarantor      Guarantor
          Subsidiary                                     Entity          Issuer         Incorporation         (|X|)          (|X|)
<S>                                                      <C>             <C>                 <C>               <C>           <C>
KZSL Broadcasting, Inc.                                   Corp             100                CA               |X|
KHZZ Broadcasting, Inc.                                   Corp             100                CA               |X|            |X|
WLQY Broadcasting, Inc.                                   Corp             100                DE               |X|            |X|
Glendale Broadcasting, Inc.                               Corp             100                AZ               |X|            |X|
Vista Media Group, Inc.                                   Corp             100                DE               |X|            |X|
Vista Media Group of New York, Inc.                       Corp             100                DE               |X|            |X|
Seaboard Outdoor Advertising Co., Inc.                    Corp             100                NY               |X|            |X|
Sale Point Posters, Inc.                                  Corp             100                NY               |X|            |X|
Vista Outdoor Advertising, Inc. (N.Y.)                    Corp             100                DE               |X|            |X|
Vista Outdoor Advertising, Inc. (CAL.)                    Corp             100                DE               |X|            |X|
</TABLE>

<PAGE>

                                                                     Exhibit A-1

                               FORM OF OPINION OF

                                 FOLEY & LARDNER

     The opinion of Foley & Lardner, counsel for the Issuer (capitalized terms
not otherwise defined herein shall have the meanings provided in the Purchase
Agreement, to which this is an Exhibit), to be delivered pursuant to Section
8(f) of the Purchase Agreement shall be to the effect that:

     (i) The Issuer and each of the Material Guarantors and the Special Purpose
License Subsidiaries (A) is a corporation, partnership or other entity duly
organized and validly existing and in good standing under the laws of the
jurisdiction of its organization, and (B) is qualified to do business and is in
good standing in all jurisdictions in which the nature of the business conducted
by it makes such qualification necessary and where failure to be so qualified
and in good standing, individually or in the aggregate, would not have a
Material Adverse Effect.

     (ii) The Issuer and each of the Material Guarantors has all requisite
corporate power and authority to execute, deliver and perform all of its
obligations under the Note Documents to which it is a party and to consummate
the Transactions and the Issuer and each of the Material Guarantors has all
requisite corporate power and authority to issue, sell and deliver and perform
its obligations under the Notes and the Guarantees, as applicable.

     (iii) All the outstanding shares of capital stock of the Issuer have been
duly authorized and validly issued and are fully paid, non-assessable and not
subject to any preemptive or similar rights. All of the outstanding shares of
capital stock of each of the Material Guarantors and the Special Purpose License
Subsidiaries have been duly authorized and validly issued and are fully paid and
non-assessable, and are owned by the Issuer directly or indirectly through one
or more Subsidiaries, free and clear of any security interest, claim, lien,
encumbrance or adverse interest of any nature, except as otherwise disclosed in
the Offering Memorandum.

     (iv) The Purchase Agreement has been duly and validly authorized, executed
and delivered by the Issuer and each of the Material Guarantors.

     (v) The Indenture has been duly and validly authorized, executed and
delivered by the Issuer and is a legally binding and valid obligation of the
Issuer, enforceable against it in accordance with its terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity and the
discretion of the court before which any proceeding therefor may be brought.

     (vi) The Original Notes have been duly and validly authorized for issuance
and sale to the Initial Purchasers by the Issuer and, when issued, authenticated
and delivered by the Issuer against payment by the Initial Purchasers in
accordance with the terms of the Purchase Agreement and the Indenture, the
Original Notes will be legally binding and valid obligations of the Issuer,
entitled to the benefits of the Indenture and enforceable against the Issuer in
accordance with their terms, except as

                                     A-1-1

<PAGE>

the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
and the discretion of the court before which any proceedings therefor may be
brought.

     (vii) The Exchange Notes have been duly and validly authorized for issuance
by the Issuer, and when issued, authenticated and delivered by the Issuer in
accordance with the terms of the Registration Rights Agreement, the Exchange
Offer and the Indenture, the Exchange Notes will be legally binding and valid
obligations of the Issuer, entitled to the benefits of the Indenture and
enforceable against the Issuer in accordance with their terms, except that
enforceability of the Exchange Notes may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
and the discretion of the court before which any proceeding therefor may be
brought.

     (viii) The Registration Rights Agreement has been duly and validly
authorized, executed and delivered by the Issuer and each Guarantor and
constitutes a valid and legally binding obligation of the Issuer and each
Guarantor enforceable against the Issuer and each Guarantor in accordance with
its terms, except that (A) the enforcement thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or similar laws
affecting the enforcement of creditors' rights generally, and by general
principles of equity and the discretion of the court before which any proceeding
therefor may be brought and (B) any rights to indemnity or contribution
thereunder may be limited by federal and state securities laws and public policy
considerations.

     (ix) The Credit Agreement has been duly and validly authorized, executed
and delivered by the Issuer and constitutes a valid and legally binding
obligation of the Issuer enforceable against it in accordance with its terms
except as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws affecting the
enforcement of creditors' rights generally and by general principles of equity
and the discretion of the court before which any proceedings therefor may be
brought.

     (x) None of the Issuer, any Material Guarantor, or any Special Purpose
License Subsidiary is (A) in violation of its respective charter or bylaws for
corporations, or other constitutive documents for other forms of business
entities, or (B) to our knowledge after due inquiry, in default (or, with notice
or lapse of time or both, would be in default) in the performance or observance
of any material obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease or other agreement or instrument that
is material to the Issuer and the Subsidiaries, taken as a whole, to which the
Issuer, any Material Guarantor, or any Special Purpose License Subsidiaries is a
party or by which the Issuer, any Material Guarantors or any Special Purpose
License Subsidiary or their respective property is bound, or (C) in violation of
any law, statute, rule, regulation, judgment, order or decree of any domestic or
foreign court with jurisdiction over any of them or any of their assets or
properties or other governmental or regulatory authority, agency or other body
which in our professional judgment is applicable, that, in the case of clauses
(B) and (C) herein, individually or in the aggregate, would have a Material
Adverse Effect.

     (xi) The execution, delivery and performance of the Transaction Documents
by the Issuer and each Material Guarantor, as applicable, the compliance by the
Issuer with all the provisions thereof and the consummation of the transactions
contemplated thereby, will not (A) require any con-

                                     A-1-2

<PAGE>

sent, approval, authorization or other order of, or qualification with, any
court or governmental body or agency (except for FCC approvals or consents as
contemplated by or disclosed in the Offering Memorandum, such as may be required
under the securities or Blue Sky laws of the various states, such as have been
or will be obtained or made on or prior to the Closing Date, registration of the
Exchange Offer or resale of the Notes under the Act pursuant to the Registration
Rights Agreement, or qualification of the Indenture under the Trust Indenture
Act in connection with the issuance of the Exchange Notes), (B) conflict with or
constitute a breach of any of the terms or provisions of, or a default (or event
which, with the giving of notice or passage of time, or both, would constitute a
default) under, or result in the creation or imposition of any lien, charge or
encumbrance upon any property or assets of the Issuer, any Material Guarantor,
or any Special Purpose License Subsidiary pursuant to the charter or by-laws for
corporations, or other constitutive documents for other forms of business
entities, of the Issuer, the Material Guarantors or the Special Purpose License
Subsidiaries, or any indenture, loan agreement, mortgage, lease or other
agreement or instrument that is material to the Issuer and the Subsidiaries,
taken as a whole, to which the Issuer or any Material Guarantor or any Special
Purpose License Subsidiary is a party or by which the Issuer, any Material
Guarantor or Special Purpose License Subsidiary or their respective property is
bound (including the charter and bylaws for corporations, or other constitutive
documents for other forms of business entities, of the Issuer, the Material
Guarantors or the Special Purpose License Subsidiaries, or any document listed
as an exhibit to the Issuer's Annual Report on Form 10-K for the year ended
December 31, 2000 or any filing under the Act or the Exchange Act by the Issuer
subsequent to the filing of such Annual Report), except (i) conflicts, breaches
or defaults with respect to the Credit Agreement in connection with the issuance
by the Issuer of Subordinated Indebtedness (as defined in the Credit Agreement),
acknowledging that the majority of the Issuer's lenders under the Credit
Agreement have consented to the issuance of the Notes; and (ii) that compliance
by the Issuer with the covenants in the Indenture may in the future limit or
prevent the Issuer from complying with the provisions of its Certificate of
Designation in respect of the rights of the holders of the Issuer's Series A
mandatorily redeemable convertible preferred stock to redeem such stock, (C)
conflict with or constitute a breach of any of the terms and provisions of any
statute, any rule, regulation (excluding the Communications Laws, as to which we
express no opinion), or, to our knowledge, any order of any governmental agency
or body (excluding the FCC, as to which we express no opinion) or any court
having jurisdiction over the Issuer or Material Guarantors, or, to our
knowledge, any of their respective properties, (D) constitute a Repayment Event,
(E) violate or conflict with any applicable law or any rule, regulation,
judgment, order or decree of any court or any governmental body or agency having
jurisdiction over the Issuer, the Material Guarantors or the Special Purpose
License Subsidiaries or their respective property or (F) result in the
suspension, termination or revocation of any Authorization of the Issuer or the
Subsidiaries or any other impairment of the rights of the holder of any such
Authorization.

     (xii) The Issuer and each of the Material Guarantors and the Special
Purpose License Subsidiaries has such Authorizations of, and has made all
filings with and notices to, all governmental or regulatory authorities and
self-regulatory organizations and all courts and other tribunals, which in our
professional judgment are necessary to own, lease, license and operate its
respective properties and to conduct its business, except where the failure to
have any such Authorization or to make any such filing or notice would not,
singly or in the aggregate, result in a Material Adverse Effect; except as
disclosed in the Offering Memorandum, each such Authorization is valid and in
full force and effect and each of the Issuer, the Material Guarantors and the
Special Purpose License Subsidiaries is in compliance with all the respective
terms and conditions thereof and with the rules and regulations of the
authorities and governing bodies having jurisdiction with respect thereto; and
no event has oc-

                                     A-1-3

<PAGE>

curred (including, without limitation, the receipt of any notice from any
authority or governing body) which allows or, after notice or lapse of time or
both, would allow, revocation, suspension or termination of any such
Authorization or results or, after notice or lapse of time or both, would result
in any other impairment of the rights of the holder of any such Authorization;
and such Authorizations contain no restrictions that are burdensome to the
Issuer, the Material Guarantors or the Special Purpose License Subsidiaries;
except where such failure to be valid and in full force and effect or to be in
compliance, the occurrence of any such event or the presence of any such
restriction would not, singly or in the aggregate, have a Material Adverse
Effect.

     (xiii) Assuming the accuracy of the representations and warranties of the
Initial Purchasers in Section 5(b) of the Purchase Agreement, no consent,
approval, authorization or other order of, or qualification with, any court or
governmental body or agency is required to be obtained or made by the Issuer or
any Subsidiary for the execution, delivery and performance by the Issuer and the
Subsidiaries of the Transaction Documents and the consummation of the
Transactions, except (a) registration of the Exchange Offer or resale of the
Notes under the Act pursuant to the Registration Rights Agreement, or (b) such
as may be required under the securities or Blue Sky laws of the various states,
or (c) qualification of the Indenture under the Trust Indenture Act, in
connection with the issuance of the Exchange Notes. No consents or waivers from
any other person or entity are required for the execution, delivery and
performance of any of the Transaction Documents and the consummation of any of
the Transactions, other than such consents and waivers as have been obtained or
will be obtained prior to the Closing Date and will be in full force and effect.

     (xiv) Except as set forth in the Offering Memorandum, there are no pending
actions, suits, proceedings, inquiries or investigations before or brought by
any court or governmental agency or body (excluding the FCC, as to which we
express no opinion) against, or to our knowledge threatened, affecting the
Issuer or any of the Subsidiaries or any of their respective properties other
than such which, if determined adversely to the Issuer or the Subsidiaries,
would not, individually or in the aggregate, (A) to our knowledge have a
Material Adverse Effect and (B) interfere with or adversely affect the
consummation of any of the Transactions.

     (xv) To our knowledge, there does not exist any judgment, order, injunction
or other restraint issued or filed with respect to any of the Transactions or
the performance by the Issuer of its obligations under the Transaction
Documents.

     (xvi) To our knowledge after questioning a financial officer (a) with
oversight and fiduciary responsibility for ensuring that the Issuer and the
Material Guarantors have an adequate system of internal controls and maintain
accurate books and records, and (b) with responsibility for the Issuer's
international projects and activities involving a foreign government or a
foreign government official (as those terms are defined by the U.S. Foreign
Corrupt Practices Act ("FCPA")), we found no information to indicate that the
Issuer or any of its Material Guarantors has violated the FCPA or engaged in
similar misconduct.

     (xvii) The Issuer and each of the Guarantors is not, and after giving
effect to the Transactions and the application of the proceeds thereof as
described in the Offering Memorandum will not be, an "investment company" as
such term is defined in the Investment Company Act of 1940, as amended.

                                     A-1-4

<PAGE>

     (xviii) No registration under the Act of the Original Notes or
qualification of the Indenture under the Trust Indenture Act is required for the
sale of the Original Notes to the Initial Purchasers as contemplated by the
Purchase Agreement or for the Exempt Resales, assuming in each case that (a) the
purchasers who buy the Original Notes in the Exempt Resales are Eligible
Purchasers and (b) the accuracy of and compliance with the Initial Purchasers'
representations, warranties and covenants contained in Section 5(b) of the
Purchase Agreement.

     (xix) To our knowledge after due inquiry, there are no contracts,
agreements or understandings between the Issuer and any person granting such
person the right to require the Issuer to file a registration statement under
the Act with respect to any securities of the Issuer, except as disclosed in the
Offering Memorandum.

     (xx) Neither the Issuer nor any Subsidiary (or any agent thereof acting on
their behalf) has taken any action that might cause the Purchase Agreement or
the issuance or sale of the Notes to violate Regulations T, U or X of the Board
of Governors of the Federal Reserve System.

     (xxi) Each of the Incorporated Documents (other than the financial
statements and related notes, schedules and other financial, statistical and
accounting data included therein, as to which I express no opinion) when filed
appeared on its face to comply as to form in all material respects with the
Exchange Act, and the rules and regulations of the Commission thereunder in
effect at the date of its filing.

     (xxii) Each of the Transaction Documents conforms in all material respects
to the description thereof contained in the Offering Memorandum.

     (xxiii) The statements under the captions "Description of Notes,"
"Description of Indebtedness," and "Certain U.S. Federal Income Tax
Considerations" in the Offering Memorandum, insofar as such statements purport
to constitute a summary of legal matters, documents or proceedings referred to
therein, fairly present in all material respects such legal matters, documents
and proceedings.

     We have participated in the preparation of the Offering Memorandum. From
time to time we have had discussions with officers, directors and employees of
the Issuer and the Subsidiaries, the independent accountants who examined the
consolidated financial statements of the Issuer and the Subsidiaries included in
the Offering Memorandum, and the Initial Purchasers at which the contents of the
Offering Memorandum and related matters were discussed. We have not
independently verified and are not passing upon, and do not assume
responsibility for, the accuracy, completeness or fairness (except as set forth
in paragraph (xxiii) above) of the information contained in the Offering
Memorandum. Based upon the participation and discussions described above,
however, no facts have come to our attention that cause us to believe that the
Offering Memorandum, as of its date or as of the date hereof, contained or
contains or incorporated by reference an untrue statement of a material fact, or
omitted or omits to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading (it being understood that we have not been requested to and
do not make any comment with respect to the financial statements and the notes
thereto and the other financial, statistical and accounting data based thereon
included or incorporated by reference in the Offering Memorandum).

                                     A-1-5

<PAGE>

                                                                     Exhibit A-2

                FORM OF OPINION OF SPECIAL COMMUNICATIONS COUNSEL

     The opinion of Thompson Hine LLP, counsel for the Issuer (capitalized terms
not otherwise defined herein shall have the meanings provided in the Purchase
Agreement, to which this is an Exhibit), to be delivered pursuant to Section
8(f) of the Purchase Agreement shall be to the effect that:

     (i) The statements made by the Issuer and contained in the Subsections
titled "Risks Related to Our Business" and "Risks Related to the Television,
Radio, Outdoor Advertising and Publishing Industries" of the Section titled
"Risk Factors" of the Offering Memorandum, dealing with digital television, FCC
regulation of the Issuer's business, carriage of the Issuer's television
stations by cable television systems and direct broadcast satellite providers,
insofar as they constitute summaries of the Communications Act of 1934, as
amended, and the rules, regulations and published policies of the FCC and
material proceedings thereunder, are accurate and fairly present the information
set forth therein in all material respects.

     (ii) The statements made by the Issuer and contained in the Subsection
titled "Regulation of Television and Radio Broadcasting" of the Section titled
"Business" of the Offering Memorandum, insofar as they constitute a summary of
the Communications Act of 1934, as amended, and the rules, regulations and
published policies of the FCC and material proceedings thereunder, are accurate
and fairly present the information set forth therein in all materials respects.

     (iii) The Issuer or one or more of the Subsidiaries holds the FCC
Authorizations for the domestic television and radio stations identified in the
Offering Memorandum as being licensed to the Issuer or one or more of its
Subsidiaries, such Authorizations are in full force and effect.

     (iv) To our knowledge, except for proceedings of general applicability to
the broadcast industry, there is no investigative proceeding, claim or other
legal or administrative proceeding pending or threatened before the FCC against
the stations identified in the Offering Memorandum as being licensed to Issuer
or one or more of its Subsidiaries or otherwise pending or threatened against
Issuer or one or more of its Subsidiaries which could reasonably be expected to
result in the revocation, nonrenewal or suspension of any of the FCC licenses
issued in connection with such stations, the imposition of any fine or
forfeiture, reporting requirements or other sanction against any such stations
or otherwise against Issuer or one or more of its Subsidiaries, or the adverse
material modification of any FCC license issued with respect to such stations.

                                     A-2-1


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>7
<FILENAME>dex102.txt
<DESCRIPTION>EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                           Dated as of March 12, 2002

                                  By and Among

                     ENTRAVISION COMMUNICATIONS CORPORATION
                                   as Issuer,

                                       and

                                UBS WARBURG LLC,
                   CREDIT SUISSE FIRST BOSTON CORPORATION, and
               MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
                              as Initial Purchasers

                    8.125% Senior Subordinated Notes due 2009

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                 Page
                                                                                 ----
<S>                                                                               <C>
1.   Definitions ..............................................................    1
2.   Exchange Offer ...........................................................    4
3.   Shelf Registration .......................................................    7
4.   Liquidated Damages .......................................................    8
5.   Registration Procedures ..................................................   10
6.   Registration Expenses ....................................................   18
7.   Indemnification ..........................................................   19
8.   Rules 144 and 144A .......................................................   22
9.   Underwritten Registrations ...............................................   22
10.  Miscellaneous ............................................................   23
     (a)      No Inconsistent Agreements ......................................   23
     (b)      Adjustments Affecting Registrable Notes .........................   23
     (c)      Amendments and Waivers ..........................................   23
     (d)      Notices .........................................................   23
     (e)      Successors and Assigns ..........................................   24
     (f)      Counterparts ....................................................   24
     (g)      Headings ........................................................   24
     (h)      Governing Law ...................................................   24
     (i)      Severability ....................................................   25
     (j)      Securities Held by the Issuer or Its Affiliates .................   25
     (k)      Third-Party Beneficiaries .......................................   25
     (l)      Attorneys' Fees .................................................   25
     (m)      Entire Agreement ................................................   25

SIGNATURES ....................................................................  S-1
</TABLE>

<PAGE>

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

     This Exchange and Registration Rights Agreement (this "Agreement") is dated
as of March 12, 2002, by and between ENTRAVISION COMMUNICATIONS CORPORATION, a
Delaware corporation (the "Issuer"), and the guarantors listed on the signature
pages hereto (the "Guarantors"), on the one hand, and UBS WARBURG LLC, CREDIT
SUISSE FIRST BOSTON CORPORATION, and MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED (the "Initial Purchasers"), on the other hand.

     This Agreement is entered into in connection with the Purchase Agreement,
dated as of March 12, 2002, by and among the Issuer and the Initial Purchasers
(the "Purchase Agreement"), relating to the offering of $225,000,000 aggregate
principal amount of the Issuer's 8.125% Senior Subordinated Notes due 2009 (the
"Notes"). The Notes will be unconditionally guaranteed, on a senior subordinated
basis, as to payment of principal, premium, if any, and interest, by the
Guarantors (the "Guarantees"). The execution and delivery of this Agreement is a
condition to the Initial Purchasers' obligation to purchase the Notes under the
Purchase Agreement.

     The parties hereby agree as follows:

1.   DEFINITIONS
     -----------

     As used in this Agreement, the following terms shall have the following
meanings:

          "action" shall have the meaning set forth in Section 7(c) hereof.

          "Advice" shall have the meaning set forth in Section 5 hereof.

          "Agreement" shall have the meaning set forth in the first introductory
     paragraph hereto.

          "Applicable Period" shall have the meaning set forth in Section 2(b)
     hereof.

          "Board of Directors" shall have the meaning set forth in Section 5
     hereof.

          "Business Day" shall mean a day that is not a Legal Holiday.

          "Commission" shall mean the Securities and Exchange Commission.

          "Day" shall mean a calendar day.

          "Damages Payment Date" shall have the meaning set forth in Section
     4(b) hereof.

          "Delay Period" shall have the meaning set forth in Section 5 hereof.

          "Effectiveness Period" shall have the meaning set forth in Section
     3(b) hereof.

                                       1


<PAGE>

          "Exchange Act" shall mean the Securities Exchange Act of 1934, as
     amended, and the rules and regulations of the Commission promulgated
     thereunder.

          "Exchange Notes" shall have the meaning set forth in Section 2(a)
     hereof.

          "Exchange Offer" shall have the meaning set forth in Section 2(a)
     hereof.

          "Exchange Offer Registration Statement" shall have the meaning set
     forth in Section 2(a) hereof.

          "Guarantees" shall have the meaning set forth in the second
     introductory paragraph hereto.

          "Guarantors" shall have the meaning set forth in the introductory
     paragraph hereto and shall also include the Guarantors' permitted
     successors and assigns.

          "Holder" shall mean any holder of a Registrable Note or Registrable
     Notes.

          "Indenture" shall mean the Indenture, dated as of March 1, 2002, by
     and between the Issuer and Union Bank of California, N.A. as trustee,
     pursuant to which the Notes are being issued, as amended or supplemented
     from time to time in accordance with the terms thereof.

          "Initial Purchasers" shall have the meaning set forth in the first
     introductory paragraph hereof.

          "Inspectors" shall have the meaning set forth in Section 5(n) hereof.

          "Issue Date" shall mean March 18, 2002, the date of original issuance
     of the Notes.

          "Issuer" shall have the meaning set forth in the introductory
     paragraph hereto and shall also include the Issuer's permitted successors
     and assigns.

          "Legal Holiday" shall mean a Saturday, a Sunday or a day on which
     banking institutions in New York, New York are required by law, regulation
     or executive order to remain closed.

          "Liquidated Damages" shall have the meaning set forth in Section 4(a)
     hereof.

          "Losses" shall have the meaning set forth in Section 7(a) hereof.

          "NASD" shall have the meaning set forth in Section 5(s) hereof.

          "Notes" shall have the meaning set forth in the second introductory
     paragraph hereto.

          "Participant" shall have the meaning set forth in Section 7(a) hereof.

                                       2

<PAGE>

          "Participating Broker-Dealer" shall have the meaning set forth in
     Section 2(b) hereof.

          "Person" shall mean an individual, corporation, partnership, joint
     venture association, joint stock company, trust, unincorporated limited
     liability company, government or any agency or political subdivision
     thereof or any other entity.

          "Private Exchange" shall have the meaning set forth in Section 2(b)
     hereof.

          "Private Exchange Notes" shall have the meaning set forth in Section
     2(b) hereof.

          "Prospectus" shall mean the prospectus included in any Registration
     Statement (including, without limitation, any prospectus subject to
     completion and a prospectus that includes any information previously
     omitted from a prospectus filed as part of an effective registration
     statement in reliance upon Rule 430A promulgated under the Securities Act),
     as amended or supplemented by any prospectus supplement, and all other
     amendments and supplements to the Prospectus, including post-effective
     amendments, and all material incorporated by reference or deemed to be
     incorporated by reference in such Prospectus.

          "Purchase Agreement" shall have the meaning set forth in the second
     introductory paragraph hereof.

          "Records" shall have the meaning set forth in Section 5(n) hereof.

          "Registrable Notes" shall mean each Note upon its original issuance
     and at all times subsequent thereto, each Exchange Note as to which Section
     2(c)(iii) hereof is applicable upon original issuance and at all times
     subsequent thereto and each Private Exchange Note upon original issuance
     thereof and at all times subsequent thereto, in each case until (i) a
     Registration Statement (other than, with respect to any Exchange Note as to
     which Section 2(c)(iii) hereof is applicable, the Exchange Offer
     Registration Statement) covering such Note, Exchange Note or Private
     Exchange Note has been declared effective by the Commission and such Note,
     Exchange Note or such Private Exchange Note, as the case may be, has been
     disposed of in accordance with such effective Registration Statement, (ii)
     such Note has been exchanged pursuant to the Exchange Offer for an Exchange
     Note or Exchange Notes that may be resold without restriction under state
     and federal securities laws, (iii) such Note, Exchange Note or Private
     Exchange Note, as the case may be, ceases to be outstanding for purposes of
     the Indenture or (iv) such Note, Exchange Note or Private Exchange Note has
     been sold in compliance with Rule 144 or is salable pursuant to Rule
     144(k).

          "Registration Default" shall have the meaning set forth in Section
     4(a) hereof.

          "Registration Statement" shall mean any appropriate registration
     statement of the Issuer covering any of the Registrable Notes filed with
     the Commission under the Securities Act, and all amendments and supplements
     to any such Registration Statement, including post-effective amendments, in
     each case including the Prospectus contained therein, all exhibits thereto
     and all material incorporated by reference therein.

                                       3

<PAGE>

          "Requesting Participating Broker-Dealer" shall have the meaning set
     forth in Section 2(b) hereof.

          "Rule 144" shall mean Rule 144 promulgated under the Securities Act,
     as such Rule may be amended from time to time, or any similar rule (other
     than Rule 144A) or regulation hereafter adopted by the Commission providing
     for offers and sales of securities made in compliance therewith resulting
     in offers and sales by subsequent holders that are not affiliates of an
     issuer of such securities being free of the registration and prospectus
     delivery requirements of the Securities Act.

          "Rule 144A" shall mean Rule 144A promulgated under the Securities Act,
     as such Rule may be amended from time to time, or any similar rule (other
     than Rule 144) or regulation hereafter adopted by the Commission.

          "Rule 415" shall mean Rule 415 promulgated under the Securities Act,
     as such Rule may be amended from time to time, or any similar rule or
     regulation hereafter adopted by the Commission.

          "Securities Act" shall mean the Securities Act of 1933, as amended,
     and the rules and regulations of the Commission promulgated thereunder.

          "Shelf Filing Event" shall have the meaning set forth in Section 2(c)
     hereof.

          "Shelf Registration" shall have the meaning set forth in Section 3(a)
     hereof.

          "Shelf Registration Statement" shall mean a Registration Statement
     filed in connection with a Shelf Registration.

          "TIA" shall mean the Trust Indenture Act of 1939, as amended.

          "Trustee" shall mean the trustee under the Indenture and the trustee
     (if any) under any indenture governing the Exchange Notes and Private
     Exchange Notes.

          "Underwritten registration or underwritten offering" shall mean a
     registration in which securities of the Issuer is sold to an underwriter
     for reoffering to the public.

2.   EXCHANGE OFFER
     --------------

     (a) The Issuer shall (i) file a Registration Statement (the "Exchange Offer
Registration Statement") within 90 days after the Issue Date with the Commission
on an appropriate registration form with respect to a registered offer (the
"Exchange Offer") to exchange any and all of the Registrable Notes for a like
aggregate principal amount of notes (the "Exchange Notes") that are identical in
all material respects to the Notes (except that the Exchange Notes shall not
contain terms with respect to transfer restrictions or Liquidated Damages upon a
Registration Default), (ii) use its reasonable best efforts to cause the
Exchange Offer Registration Statement to be declared effective under the
Securities Act within 150 days after the Issue Date and (iii) use its reasonable
best efforts to consummate the Exchange Offer within 210 days after the Issue
Date. Upon the Exchange Offer Registration Statement being

                                       4

<PAGE>

declared effective by the Commission, the Issuer will offer the Exchange Notes
in exchange for surrender of the Notes. The Issuer shall keep the Exchange Offer
open for not less than 20 Business Days (or longer if required by applicable
law) after the date notice of the Exchange Offer is mailed to Holders.

     Each Holder that participates in the Exchange Offer will be required to
represent to the Issuer in writing that (i) any Exchange Notes to be received by
it will be acquired in the ordinary course of its business, (ii) it has no
arrangement or understanding with any Person to participate in the distribution
(within the meaning of the Securities Act) of the Exchange Notes in violation of
the provisions of the Securities Act or, if it is an affiliate, it will comply
with the registration and prospectus delivery requirements of the Securities Act
to the extent applicable, (iii) if such Holder is not a broker-dealer, it is not
engaged in, and does not intend to engage in, a distribution of Exchange Notes,
(iv) if such Holder is a broker-dealer that will receive Exchange Notes for its
own account in exchange for Notes that were acquired as a result of
market-making or other trading activities, it will deliver a prospectus in
connection with any resale of such Exchange Notes and (v) such Holder has full
power and authority to transfer the Notes in exchange for the Exchange Notes and
that the Issuer will acquire good and unencumbered title thereto free and clear
of any liens, restrictions, charges or encumbrances and not subject to any
adverse claims.

     (b) The Issuer and the Initial Purchasers acknowledge that the staff of the
Commission has taken the position that any broker-dealer that elects to exchange
Notes that were acquired by such broker-dealer for its own account as a result
of market-making or other trading activities for Exchange Notes in the Exchange
Offer (a "Participating Broker-Dealer") may be deemed to be an "underwriter"
within the meaning of the Securities Act and must deliver a prospectus meeting
the requirements of the Securities Act in connection with any resale of such
Exchange Notes (other than a resale of an unsold allotment resulting from the
original offering of the Notes).

     The Issuer and the Initial Purchasers also acknowledge that the staff of
the Commission has taken the position that if the Prospectus contained in the
Exchange Offer Registration Statement includes a plan of distribution containing
a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Notes, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Notes owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their
prospectus delivery obligations under the Securities Act in connection with
resales of Exchange Notes for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.

     In light of the foregoing, if requested by a Participating Broker-Dealer (a
"Requesting Participating Broker-Dealer"), the Issuer agrees to use its
reasonable best efforts to keep the Exchange Offer Registration Statement
continuously effective for a period not to exceed 180 days after the date on
which the Exchange Registration Statement is declared effective, or such longer
period if extended pursuant to the last paragraph of Section 5 hereof (such
period, the "Applicable Period"), or such earlier date as all Requesting
Participating Broker-Dealers shall have notified the Issuer in writing that such
Requesting Participating Broker-Dealers have resold all Exchange Notes acquired
in the Exchange Offer. The Issuer shall

                                       5

<PAGE>

include a plan of distribution in such Exchange Offer Registration Statement
that meets the requirements set forth in the preceding paragraph.

     If, prior to consummation of the Exchange Offer, the Initial Purchasers or
any Holder, as the case may be, holds any Notes acquired by it that have, or
that are reasonably likely to be determined to have, the status of an unsold
allotment in an initial distribution, or if any Holder is not entitled to
participate in the Exchange Offer, the Issuer upon the request of the Initial
Purchasers or any such Holder, as the case may be, shall simultaneously with the
delivery of the Exchange Notes in the Exchange Offer, issue and deliver to the
Initial Purchasers or any such Holder, as the case may be, in exchange (the
"Private Exchange") for such Notes held by the Initial Purchasers or any such
Holder, as the case may be, a like principal amount of notes (the "Private
Exchange Notes") of the Issuer that are identical in all material respects to
the Exchange Notes except that the Private Exchange Notes may be subject to
restrictions on transfer and bear a legend to such effect. The Private Exchange
Notes shall be issued pursuant to the same indenture as the Exchange Notes and
bear the same CUSIP number as the Exchange Notes.

     For each Note surrendered in the Exchange Offer, the Holder will receive an
Exchange Note having a principal amount equal to that of the surrendered Note.
Interest on each Exchange Note and Private Exchange Note issued pursuant to the
Exchange Offer and in the Private Exchange will accrue from the last interest
payment date on which interest was paid on the Notes surrendered in exchange
therefor or, if no interest has been paid on the Notes, from the Issue Date.

     Upon consummation of the Exchange Offer in accordance with this Section 2,
the Issuer shall have no further registration obligations other than the
Issuer's continuing registration obligations with respect to (i) Private
Exchange Notes, (ii) Exchange Notes held by Participating Broker-Dealers and
(iii) Notes or Exchange Notes as to which clause (c)(iii) of this Section 2
applies.

     In connection with the Exchange Offer, the Issuer shall:

     (i) mail or cause to be mailed to each Holder entitled to participate in
the Exchange Offer a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;

     (ii) utilize the services of a depositary for the Exchange Offer with an
address in the Borough of Manhattan, The City of New York;

     (iii) permit Holders to withdraw tendered Notes at any time prior to the
close of business, New York time, on the last Business Day on which the Exchange
Offer shall remain open; and

     (iv) otherwise comply in all material respects with all applicable laws,
rules and regulations.

     As soon as practicable after the close of the Exchange Offer and the
Private Exchange, if any, the Issuer shall:

                                       6

<PAGE>

     (i) accept for exchange all Notes validly tendered and not validly
withdrawn by the Holders pursuant to the Exchange Offer and the Private
Exchange, if any;

     (ii) deliver or cause to be delivered to the Trustee for cancellation all
Notes so accepted for exchange; and

     (iii) cause the Trustee to authenticate and deliver promptly to each such
Holder of Notes, Exchange Notes or Private Exchange Notes, as the case may be,
equal in principal amount to the Registrable Notes of such Holder so accepted
for exchange.

     The Exchange Offer and the Private Exchange shall not be subject to any
conditions, other than that (i) the Exchange Offer or Private Exchange, as the
case may be, does not violate applicable law or any applicable interpretation of
the staff of the Commission, (ii) no action or proceeding shall have been
instituted or threatened in any court or by any governmental agency which might
materially impair the ability of the Issuer to proceed with the Exchange Offer
or the Private Exchange, and no material adverse development shall have occurred
in any existing action or proceeding with respect to the Issuer and (iii) all
governmental approvals shall have been obtained, which approvals the Issuer
deems necessary for the consummation of the Exchange Offer or Private Exchange.

     The Exchange Notes and the Private Exchange Notes shall be issued under (i)
the Indenture or (ii) an indenture identical in all material respects to the
Indenture (in either case, with such changes as are necessary to comply with any
requirements of the Commission to effect or maintain the qualification thereof
under the TIA) and which, in either case, has been qualified under the TIA and
shall provide that (a) the Exchange Notes shall not be subject to the transfer
restrictions set forth in the Indenture and (b) the Private Exchange Notes shall
be subject to the transfer restrictions set forth in the Indenture. The
Indenture or such indenture shall provide that the Exchange Notes, the Private
Exchange Notes and the Notes shall vote and consent together on all matters as
one class and that none of the Exchange Notes, the Private Exchange Notes or the
Notes will have the right to vote or consent as a separate class on any matter.

     (c) In the event that (i) any changes in law or the applicable
interpretations of the staff of the Commission do not permit the Issuer to
effect the Exchange Offer, (ii) for any reason the Exchange Offer is not
consummated within 210 days of the Issue Date, (iii) any Holder, other than the
Initial Purchasers, is prohibited by law or the applicable interpretations of
the staff of the Commission from participating in the Exchange Offer or does not
receive Exchange Notes on the date of the exchange that may be sold without
restriction under state and federal securities laws (other than due solely to
the status of such holder as an affiliate of the Issuer within the meaning of
the Securities Act) or (iv) the Initial Purchaser so requests with respect to
Notes or Private Exchange Notes that have, or that are reasonably likely to be
determined to have, the status of unsold allotments in an initial distribution
(each such event referred to in clauses (i) through (iv) of this sentence, a
"Shelf Filing Event"), then the Issuer shall file a Shelf Registration pursuant
to Section 3 hereof.

                                       7

<PAGE>

3.   SHELF REGISTRATION
     ------------------

     If at any time a Shelf Filing Event shall occur, then:

     (a) Shelf Registration. The Issuer shall file with the Commission a
         ------------------
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415 covering all of the Registrable Notes not exchanged in the Exchange
Offer, Private Exchange Notes and Exchange Notes as to which Section 2(c)(iii)
is applicable (the "Shelf Registration"). The Issuer shall use its reasonable
best efforts to file with the Commission the Shelf Registration as promptly as
practicable. The Shelf Registration shall be on Form S-3 or another appropriate
form permitting registration of such Registrable Notes for resale by Holders in
the manner or manners designated by them (including, without limitation, one or
more underwritten offerings). The Issuer shall not permit any securities other
than the Registrable Notes to be included in the Shelf Registration.

     (b) The Issuer shall use its reasonable best efforts (x) to cause the Shelf
Registration to be declared effective under the Securities Act on or prior to
the later of 210 calendar days after the Issue Date or 120 days after the Shelf
Registration is required to be filed with the Commission and (y) to keep the
Shelf Registration continuously effective under the Securities Act for the
period ending on the date which is two years from the Issue Date, subject to
extension pursuant to the penultimate paragraph of Section 5 hereof (the
"Effectiveness Period"), or such shorter period ending when all Registrable
Notes covered by the Shelf Registration have been sold in the manner set forth
and as contemplated in the Shelf Registration; provided, however, that (i) the
                                               --------  -------
Effectiveness Period in respect of the Shelf Registration shall be extended to
the extent required to permit dealers to comply with the applicable prospectus
delivery requirements of Rule 174 under the Securities Act and as otherwise
provided herein and (ii) the Issuer may suspend the effectiveness of the Shelf
Registration Statement by written notice to the Holders solely (1) as a result
of the filing of a post-effective amendment to the Shelf Registration Statement
to incorporate annual audited financial information with respect to the Issuer
where such post-effective amendment is not yet effective and needs to be
declared effective to permit Holders to use the related Prospectus, or (2) in
accordance with and subject to the provisions of the penultimate paragraph of
Section 5 hereof.

     (c) Supplements and Amendments. The Issuer agrees to supplement or make
         --------------------------
amendments to the Shelf Registration Statement as and when required by the
rules, regulations or instructions applicable to the registration form used for
such Shelf Registration Statement or by the Securities Act or rules and
regulations thereunder for shelf registration, or if reasonably requested by the
Holders of a majority in aggregate principal amount of the Registrable Notes
covered by such Registration Statement or by any underwriter of such Registrable
Notes.

4.   LIQUIDATED DAMAGES
     ------------------

     (a) The Issuer and the Initial Purchasers agree that the Holders will
suffer damages if the Issuer fails to fulfill its obligations under Section 2 or
Section 3 hereof and that it would not be feasible to ascertain the extent of
such damages with precision. Accordingly, the Issuer agrees that if:

                                       8

<PAGE>

     (i) the Exchange Offer Registration Statement is not filed with the
Commission on or prior to the 90th day following the Issue Date or, if that day
is not a Business Day, the next day that is a Business Day,

     (ii) the Exchange Offer Registration Statement is not declared effective on
or prior to the 150th day following the Issue Date or, if that day is not a
Business Day, the next day that is a Business Day,

     (iii) the Exchange Offer is not consummated on or prior to the 210th day
following the Issue Date, or, if that day is not a Business Day, the next day
that is a Business Day; or

     (iv) the Shelf Registration Statement is required to be filed but is not
declared effective by the later of 210 calendar days after the Issue Date or 120
days after the Shelf Registration is required to be filed with the Commission,
or, if either such day is not a Business Day, the next day that is a Business
Day or is declared effective by such date but thereafter ceases to be effective
or usable, except if the Shelf Registration ceases to be effective or usable as
specifically permitted by the penultimate paragraph of Section 5 hereof (each
such event referred to in clauses (i) through (iv) a "Registration Default"),
liquidated damages in the form of additional cash interest ("Liquidated
Damages") will accrue on the affected Notes and the affected Exchange Notes, as
applicable. The rate of Liquidated Damages will be 0.25% per annum for the first
90-day period immediately following the occurrence of a Registration Default,
increasing by an additional 0.25% per annum with respect to each subsequent
90-day period up to a maximum amount of additional interest of 1.00% per annum,
from and including the date on which any such Registration Default shall occur
to, but excluding, the earlier of (1) the date on which all Registration
Defaults have been cured or (2) the date on which all the Notes and Exchange
Notes otherwise become freely transferable by Holders other than affiliates of
the Issuer without further registration under the Securities Act. If, after the
                                                                  -------------
cure of all Registration Defaults then in effect, there is a subsequent
-----------------------------------------------------------------------
Registration Default, the rate of Liquidated Damages for such subsequent
------------------------------------------------------------------------
Registration Default shall initially be 0.25% regardless of the rate in effect
------------------------------------------------------------------------------
with respect to any prior Registration Default at the time of cure of such
--------------------------------------------------------------------------
Registration Default.
--------------------

     Notwithstanding the foregoing, (1) the amount of Liquidated Damages payable
shall not increase because more than one Registration Default has occurred and
is pending and (2) a Holder of Notes or Exchange Notes who is not entitled to
the benefits of the Shelf Registration Statement (i.e., such Holder has not
                                                  ----
elected to include information) shall not be entitled to Liquidated Damages with
respect to a Registration Default that pertains to the Shelf Registration
Statement.

     (b) So long as Notes remain outstanding, the Issuer shall notify the
Trustee within five Business Days after each and every date on which an event
occurs in respect of which Liquidated Damages is required to be paid. Any
amounts of Liquidated Damages due pursuant to clauses (a)(i), (a)(ii), (a)(iii)
or (a)(iv) of this Section 4 will be payable in cash semi-annually on each March
15 and September 15 (each a "Damages Payment Date"), commencing with the first
such date occurring after any such Liquidated Damages commence to accrue, to
Holders to whom regular interest is payable on such Damages Payment Date with
respect to Notes that are

                                       9

<PAGE>

Registrable Securities. The amount of Liquidated Damages for Registrable
Notes will be determined by multiplying the applicable rate of Liquidated
Damages by the aggregate principal amount of all such Registrable Notes
outstanding on the Damages Payment Date following such Registration Default in
the case of the first such payment of Liquidated Damages with respect to a
Registration Default (and thereafter at the next succeeding Damages Payment Date
until the cure of such Registration Default), multiplied by a fraction, the
numerator of which is the number of days such Liquidated Damages rate was
applicable during such period (determined on the basis of a 360-day year
comprised of twelve 30-day months and, in the case of a partial month, the
actual number of days elapsed), and the denominator of which is 360.

5.   REGISTRATION PROCEDURES
     -----------------------

     In connection with the filing of any Registration Statement pursuant to
Section 2 or 3 hereof, the Issuer shall effect such registrations to permit the
sale of the securities covered thereby in accordance with the intended method or
methods of disposition thereof, and pursuant thereto and in connection with any
Registration Statement filed by the Issuer hereunder, the Issuer shall:

     (a) Prepare and file with the Commission the Registration Statement or
Registration Statements prescribed by Section 2 or 3 hereof, and use its
reasonable best efforts to cause each such Registration Statement to become
effective and remain effective as provided herein; provided, however, that if
                                                   --------  -------
(1) such filing is pursuant to Section 3 hereof, or (2) a Prospectus contained
in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof
is required to be delivered under the Securities Act by any Participating
Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period
relating thereto, before filing any Registration Statement or Prospectus or any
amendments or supplements thereto, the Issuer shall furnish to and afford the
Holders of the Registrable Notes covered by such Registration Statement or each
such Participating Broker-Dealer, as the case may be, its counsel (if such
counsel is known to the Issuer) and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including copies
of any documents to be incorporated by reference therein and all exhibits
thereto) proposed to be filed (in each case at least five Business Days prior to
such filing or such later date as is reasonable under the circumstances). The
Issuer shall not file any Registration Statement or Prospectus or any amendments
or supplements thereto if the Holders of a majority in aggregate principal
amount of the Registrable Notes covered by such Registration Statement, or any
such Participating Broker-Dealer, as the case may be, its counsel, or the
managing underwriters, if any, shall reasonably object on a timely basis. During
any such period in which the Issuer refrains from filing due solely to the
objections of Holders, the period leading to one or more Registration Default
events will be suspended.

     (b) Prepare and file with the Commission such amendments and post-effective
amendments to each Shelf Registration Statement or Exchange Offer Registration
Statement, as the case may be, as may be necessary to keep such Registration
Statement continuously effective for the Effectiveness Period or the Applicable
Period, as the case may be; cause the related Prospectus to be supplemented by
any Prospectus supplement required by applicable law, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force)
promulgated under the Securities Act; and comply with the provisions of the
Securities Act and

                                       10

<PAGE>

the Exchange Act applicable to it with respect to the disposition of all
securities covered by such Registration Statement as so amended or in such
Prospectus as so supplemented and with respect to the subsequent resale of any
securities being sold by a Participating Broker-Dealer covered by any such
Prospectus, in each case, in accordance with the intended methods of
distribution set forth in such Registration Statement or Prospectus, as so
amended.

     (c) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period relating thereto from whom the Issuer has received written
notice that such Broker-Dealer will be a Participating Broker-Dealer in the
applicable Exchange Offer, notify the selling Holders of Registrable Notes, or
each such Participating Broker-Dealer, as the case may be, their counsel and the
managing underwriters, if any, as promptly as possible, and, if requested by any
such Person, confirm such notice in writing, (i) when a Prospectus or any
Prospectus supplement or post-effective amendment has been filed, and, with
respect to a Registration Statement or any post-effective amendment, when the
same has become effective under the Securities Act (including in such notice a
written statement that any Holder may, upon request, obtain, at the sole expense
of the Issuer, one conformed copy of such Registration Statement or
post-effective amendment including financial statements and schedules, documents
incorporated or deemed to be incorporated by reference and exhibits), (ii) of
the issuance by the Commission of any stop order suspending the effectiveness of
a Registration Statement or of any order preventing or suspending the use of any
preliminary prospectus or the initiation of any proceedings for that purpose,
(iii) if at any time when a Prospectus is required by the Securities Act to be
delivered in connection with sales of the Registrable Notes or resales of
Exchange Notes by Participating Broker-Dealers the representations and
warranties of the Issuer contained in any agreement (including any underwriting
agreement) contemplated by Section 5(m)(i) hereof cease to be true and correct
in all material respects, (iv) of the receipt by the Issuer of any notification
with respect to the suspension of the qualification or exemption from
qualification of a Registration Statement or any of the Registrable Notes or the
Exchange Notes for offer or sale in any jurisdiction, or the initiation or
threatening of any proceeding for such purpose, (v) of the happening of any
event, the existence of any condition or any information becoming known to the
Issuer that makes any statement made in such Registration Statement or related
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires the making of any
changes in or amendments or supplements to such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements
therein not misleading, and that in the case of the Prospectus, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading,
and (vi) of the Issuer's determination that a post-effective amendment to a
Registration Statement would be appropriate.

     (d) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, use its reasonable best efforts to prevent

                                       11

<PAGE>

the issuance of any order suspending the effectiveness of a Registration
Statement or of any order preventing or suspending the use of a Prospectus or
suspending the qualification (or exemption from qualification) of any of the
Registrable Notes or the Exchange Notes, as the case may be, for sale in any
jurisdiction, and, if any such order is issued, to use its reasonable best
efforts to obtain the withdrawal of any such order at the earliest practicable
moment.

     (e) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period and if reasonably requested by the managing underwriter or
underwriters (if any), the Holders of a majority in aggregate principal amount
of the Registrable Notes covered by such Registration Statement or any
Participating Broker-Dealer, as the case may be, (i) promptly incorporate in
such Registration Statement or Prospectus a prospectus supplement or
post-effective amendment such information as the managing underwriter or
underwriters (if any), such Holders or any Participating Broker-Dealer, as the
case may be (based upon advice of counsel), determine is reasonably necessary to
be included therein and (ii) make all required filings of such prospectus
supplement or such post-effective amendment as soon as practicable after the
Issuer has received notification of the matters to be incorporated in such
prospectus supplement or post-effective amendment; provided, however, that the
                                                   --------  -------
Issuer shall not be required to take any action hereunder that would, in the
written advice of counsel to the Issuer, violate applicable laws.

     (f) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, furnish to each selling Holder of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, who so requests, its
counsel and each managing underwriter, if any, at the sole expense of the
Issuer, one conformed copy of the Registration Statement or Registration
Statements and each post-effective amendment thereto, including financial
statements and schedules, and, if requested, all documents incorporated or
deemed to be incorporated therein by reference and all exhibits.

     (g) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, deliver to each selling Holder of Registrable Notes or
each such Participating Broker-Dealer, as the case may be, its respective
counsel, and the underwriters, if any, at the sole expense of the Issuer, as
many copies of the Prospectus or Prospectuses (including each form of
preliminary prospectus) and each amendment or supplement thereto and any
documents incorporated by reference therein as such Persons may reasonably
request; and, subject to the last paragraph of this Section 5, the Issuer hereby
consents to the use of such Prospectus and each amendment or supplement thereto
by each of the selling Holders of Registrable Notes or each such Participating
Broker-Dealer, as the case may be, and the underwriters or agents, if any, and
dealers (if any), in connection with the offering and sale of the Registrable
Notes covered by, or the sale by Participating Broker-Dealers of the Exchange
Notes pursuant to, such Prospectus and any amendment or supplement thereto.

                                       12

<PAGE>

     (h) Prior to any public offering of Registrable Notes or Exchange Notes or
any delivery of a Prospectus contained in the Exchange Offer Registration
Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes
during the Applicable Period, use its reasonable best efforts to register or
qualify, and to cooperate with the selling Holders of Registrable Notes or each
such Participating Broker-Dealer, as the case may be, the managing underwriter
or underwriters, if any, and its respective counsel in connection with the
registration or qualification (or exemption from such registration or
qualification) of such Registrable Notes or Exchange Notes, as the case may be,
for offer and sale under the securities or Blue Sky laws of such jurisdictions
within the United States as any selling Holder, Participating Broker-Dealer, or
the managing underwriter or underwriters reasonably request; provided, however,
                                                             --------  -------
that where Exchange Notes or Registrable Notes are offered other than through an
underwritten offering, the Issuer agrees to use its reasonable best efforts to
cause the Issuer's counsel to perform Blue Sky investigations and file
registrations and qualifications required to be filed pursuant to this Section
5(h); keep each such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and do any and all other acts or things reasonably necessary or
advisable to enable the disposition in such jurisdictions of such Exchange Notes
or Registrable Notes covered by the applicable Registration Statement; provided,
                                                                       --------
however, that the Issuer shall not be required to (A) qualify generally to do
-------
business in any jurisdiction where it is not then so qualified, (B) take any
action that would subject it to general service of process in any such
jurisdiction where it is not then so subject or (C) subject itself to taxation
in excess of a nominal dollar amount in any such jurisdiction where it is not
then so subject.

     (i) If a Shelf Registration is filed pursuant to Section 3 hereof,
cooperate with the selling Holders of Registrable Notes and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing Registrable Notes to be sold, which
certificates shall not bear any restrictive legends and shall be in a form
eligible for deposit with The Depository Trust Company and enable such
Registrable Notes to be in such denominations and registered in such names as
the managing underwriter or underwriters, if any, or selling Holders may request
at least five Business Days prior to any sale of such Registrable Notes or
Exchange Notes.

     (j) Use its reasonable best efforts to cause the Registrable Notes or
Exchange Notes covered by any Registration Statement to be registered with or
approved by such other governmental agencies or authorities as may be reasonably
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such Registrable Notes or
Exchange Notes, except as may be required solely as a consequence of the nature
of such selling Holder's business, in which case the Issuer will cooperate in
all reasonable respects with the filing of such Registration Statement and the
granting of such approvals.

     (k) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, upon the occurrence of any event contemplated by Section
5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to
Section 5(a) and the penultimate paragraph of this Section 5) file with the
Commission, at the sole expense of the Issuer, a supplement or post-effective
amendment to the

                                       13

<PAGE>

Registration Statement or a supplement to the related Prospectus or any document
incorporated or deemed to be incorporated therein by reference, or file any
other required document so that, as thereafter delivered to the purchasers of
the Registrable Notes being sold thereunder or to the purchasers of the Exchange
Notes to whom such Prospectus will be delivered by a Participating
Broker-Dealer, any such Prospectus will not contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.

     (l) Prior to the effective date of the first Registration Statement
relating to the Registrable Notes, (i) provide the Trustee with certificates for
the Registrable Notes in a form eligible for deposit with The Depository Trust
Company and (ii) provide a CUSIP number for the Registrable Notes.

     (m) In connection with any underwritten offering of Registrable Notes
pursuant to a Shelf Registration, enter into an underwriting agreement as is
customary in underwritten offerings of debt securities similar to the Notes and
take all such other actions as are reasonably requested by the managing
underwriter or underwriters in order to expedite or facilitate the registration
or the disposition of such Registrable Notes and, in such connection, (i) make
such representations and warranties to, and covenants with, the underwriters
with respect to the business of the Issuer and its subsidiaries, as then
conducted (including any acquired business, properties or entity, if
applicable), and the Registration Statement, Prospectus and documents, if any,
incorporated or deemed to be incorporated by reference therein, in each case, as
are customarily made by issuers to underwriters in underwritten offerings of
debt securities similar to the Notes, and confirm the same in writing if and
when requested; (ii) use its reasonable best efforts to obtain the written
opinions of counsel to the Issuer and written updates thereof in form, scope and
substance reasonably satisfactory to the managing underwriter or underwriters,
addressed to the underwriters covering the matters customarily covered in
opinions requested in underwritten offerings and such other matters as may be
reasonably requested by the managing underwriter or underwriters; (iii) use its
reasonable best efforts to obtain "cold comfort" letters and updates thereof in
form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of the Issuer
(and, if necessary, any other independent certified public accountants of any
subsidiary of the Issuer or of any business acquired by the Issuer for which
financial statements and financial data are, or are required to be, included or
incorporated by reference in the Registration Statement), addressed to each of
the underwriters, such letters to be in customary form and covering matters of
the type customarily covered in "cold comfort" letters in connection with
underwritten offerings; and (iv) if an underwriting agreement is entered into,
the same shall contain indemnification provisions and procedures no less
favorable than those set forth in Section 7 hereof (or such other provisions and
procedures acceptable to Holders of a majority in aggregate principal amount of
Registrable Notes covered by such Registration Statement and the managing
underwriter or underwriters or agents) with respect to all parties to be
indemnified pursuant to said Section; provided that the Issuer shall not be
                                      --------
required to provide indemnification to any underwriter selected in accordance
with the provisions of Section 9 hereof with respect to information relating to
such underwriter furnished in writing to the Issuer by or on behalf of such
underwriter expressly for inclusion in such Registration Statement. The above
shall be done at each closing under such underwriting agreement, or as and to
the extent required thereunder.

                                       14

<PAGE>

     (n) If (1) a Shelf Registration is filed pursuant to Section 3 hereof or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed
pursuant to Section 2 hereof is required to be delivered under the Securities
Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during
the Applicable Period, make available for inspection by any selling Holder of
such Registrable Notes being sold or each such Participating Broker-Dealer, as
the case may be, any underwriter participating in any such disposition of
Registrable Notes, if any, and any attorney, accountant or other agent retained
by any such selling Holder or each such Participating Broker-Dealer, as the case
may be, or underwriter (collectively, the "Inspectors"), at the offices where
normally kept, during reasonable business hours, all financial and other
records, pertinent corporate documents and instruments of the Issuer and its
subsidiaries (collectively, the "Records") as shall be reasonably necessary to
enable them to exercise any applicable due diligence responsibilities, and cause
the officers, directors and employees of the Issuer and its subsidiaries to
supply all information reasonably requested by any such Inspector in connection
with such Registration Statement and Prospectus. Each Inspector shall agree in
writing that it will keep the Records confidential and that it will not
disclose, or use in connection with any market transactions in violation of any
applicable securities laws, any Records that the Issuer determines, in good
faith, to be confidential and that it notifies the Inspectors in writing are
confidential unless (i) the disclosure of such Records is necessary to avoid or
correct a misstatement or omission in such Registration Statement or Prospectus,
(ii) the release of such Records is ordered pursuant to a subpoena or other
order from a court of competent jurisdiction, (iii) disclosure of such
information is necessary or advisable in the written advice of counsel for an
Inspector in connection with any action, claim, suit or proceeding, directly or
indirectly, involving or potentially involving such Inspector and arising out
of, based upon, relating to, or involving this Agreement or the Purchase
Agreement, or any transactions contemplated hereby or thereby or arising
hereunder or thereunder, or (iv) the information in such Records has been made
generally available to the public; provided, however, that (i) each Inspector
                                   --------  -------
shall agree to use reasonable best efforts to provide advance written notice to
the Issuer not less than 10 Business Days in advance of the potential disclosure
of any information by such Inspector pursuant to clause (i), (ii) or (iii) of
this sentence to permit the Issuer to obtain a protective order (or waive the
provisions of this paragraph (n)) and (ii) each such Inspector shall take such
actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such action is otherwise not
inconsistent with, an impairment of or in derogation of the rights and interests
of the Holder or any Inspector.

     (o) Provide an indenture trustee for the Registrable Notes or the Exchange
Notes, as the case may be, and cause the Indenture or the trust indenture
provided for in Section 2(a) hereof to be qualified under the TIA not later than
the effective date of the Exchange Offer or the first Registration Statement
relating to the Registrable Notes; and in connection therewith, cooperate with
the trustee under any such indenture and the Holders of the Registrable Notes or
Exchange Notes, as applicable, to effect such changes to such indenture as may
be required for such indenture to be so qualified in accordance with the terms
of the TIA; and execute, and use its reasonable best efforts to cause such
trustee to execute, all documents as may be required to effect such changes, and
all other forms and documents required to be filed with the Commission to enable
such indenture to be so qualified in a timely manner.

     (p) Comply with all applicable rules and regulations of the Commission and
make generally available to the Issuer's securityholders earnings statements
satisfying the provisions

                                       15

<PAGE>

of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar
rule promulgated under the Securities Act) no later than 45 days after the end
of any 12-month period (or 90 days after the end of any 12-month period if such
period is a fiscal year) (i) commencing at the end of any fiscal quarter in
which Registrable Notes or Exchange Notes are sold to underwriters in a firm
commitment or best efforts underwritten offering and (ii) if not sold to
underwriters in such an offering, commencing on the first day of the first
fiscal quarter of the Issuer after the effective date of a Registration
Statement, which statements shall cover said 12-month periods consistent with
the requirements of Rule 158.

     (q) Upon the request of a Holder, upon consummation of the Exchange Offer
or a Private Exchange, use its reasonable best efforts to obtain an opinion of
counsel to the Issuer, in a form customary for underwritten transactions,
addressed to the Trustee for the benefit of all Holders of Registrable Notes
participating in the Exchange Offer or the Private Exchange, as the case may be,
that the Exchange Notes or Private Exchange Notes, as the case may be, and the
related indenture constitute legal, valid and binding obligations of the Issuer,
enforceable against the Issuer in accordance with its respective terms, subject
to customary exceptions and qualifications.

     (r) If the Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Registrable Notes by Holders to the Issuer (or to such other
Person as directed by the Issuer) in exchange for the Exchange Notes or the
Private Exchange Notes, as the case may be, mark, or cause to be marked, on such
Registrable Notes that such Registrable Notes are being cancelled in exchange
for the Exchange Notes or the Private Exchange Notes, as the case may be;
provided that in no event shall such Registrable Notes be marked as paid or
--------
otherwise satisfied.

     (s) Cooperate with each seller of Registrable Notes covered by any
Registration Statement and each underwriter, if any, participating in the
disposition of such Registrable Notes and their respective counsel in connection
with any filings required to be made with the National Association of Securities
Dealers, Inc. (the "NASD").

     (t) Use its reasonable best efforts to take all other steps reasonably
necessary or advisable to effect the registration of the Exchange Notes and/or
Registrable Notes covered by a Registration Statement contemplated hereby.

     The Issuer may require each seller of Registrable Notes or Exchange Notes
as to which any registration is being effected to furnish to the Issuer such
information regarding such seller and the distribution of such Registrable Notes
or Exchange Notes as the Issuer may, from time to time, reasonably request. The
Issuer may exclude from such registration the Registrable Notes of any seller so
long as such seller fails to furnish such information within a reasonable time
after receiving such request and in the event of such an exclusion, the Issuer
shall have no further obligation under this Agreement (including, without
limitation, the obligations under Section 4) with respect to such seller or any
subsequent Holder of such Registrable Notes. Each seller as to which any Shelf
Registration is being effected agrees to furnish promptly to the Issuer all
information required to be disclosed in order to make any information previously
furnished to the Issuer by such seller not materially misleading.

                                       16

<PAGE>

     If any such Registration Statement refers to any Holder by name or
otherwise as the holder of any securities of the Issuer, then such Holder shall
have the right to require (i) the insertion therein of language, in form and
substance reasonably satisfactory to such Holder, to the effect that the holding
by such Holder of such securities is not to be construed as a recommendation by
such Holder of the investment quality of the securities covered thereby and that
such holding does not imply that such Holder will assist in meeting any future
financial requirements of the Issuer, or (ii) in the event that such reference
to such Holder by name or otherwise is not required by the Securities Act or any
similar federal statute then in force, the deletion of the reference to such
Holder in any amendment or supplement to the applicable Registration Statement
filed or prepared subsequent to the time that such reference ceases to be
required.

     Each Holder of Registrable Notes and each Participating Broker-Dealer
agrees by acquisition of such Registrable Notes or Exchange Notes that, upon
actual receipt of any notice from the Issuer (x) of the happening of any event
of the kind described in Section 5(c)(ii), 5(c)(iii), 5(c)(iv), or 5(c)(v)
hereof, or (y) that the Board of Directors of the Issuer (the "Board of
Directors") has resolved that the Issuer has a bona fide business purpose for
doing so, then the Issuer may delay the filing or the effectiveness of the
Exchange Offer Registration Statement or the Shelf Registration Statement (if
not then filed or effective, as applicable) and shall not be required to
maintain the effectiveness thereof or amend or supplement the Exchange Offer
Registration Statement or the Shelf Registration, in all cases, for a period (a
"Delay Period") expiring upon the earlier to occur of (i) in the case of the
immediately preceding clause (x), such Holder's or Participating Broker-Dealer's
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 5(k) hereof or until it is advised in writing (the "Advice") by the
Issuer that the use of the applicable Prospectus may be resumed, and has
received copies of any amendments or supplements thereto or (ii) in the case of
the immediately preceding clause (y), the date which is the earlier of (A) the
date on which such business purpose ceases to interfere with the Issuer's
obligations to file or maintain the effectiveness of any such Registration
Statement pursuant to this Agreement or (B) 75 days after the Issuer notifies
the Holders of such good faith determination. There shall not be more than 75
days of Delay Periods during any 12-month period. Each of the Effectiveness
Period and the Applicable Period, if applicable, shall be extended by the number
of days during any Delay Period. Any Delay Period will not alter the obligations
of the Issuer to pay Liquidated Damages under the circumstances set forth in
Section 4 hereof.

     In the event of any Delay Period pursuant to clause (y) of the preceding
paragraph, notice shall be given as soon as practicable after the Board of
Directors makes such a determination of the need for a Delay Period and shall
state, to the extent practicable, an estimate of the duration of such Delay
Period and shall advise the recipient thereof of the agreement of such Holder
provided in the next succeeding sentence. Each Holder, by his acceptance of any
Registrable Note, agrees that during any Delay Period, each Holder will
discontinue disposition of such Notes or Exchange Notes covered by such
Registration Statement or Prospectus or Exchange Notes to be sold by such Holder
or Participating Broker-Dealer, as the case may be.

                                       17

<PAGE>

6.   REGISTRATION EXPENSES
     ---------------------

     All fees and expenses incident to the performance of or compliance with
this Agreement by the Issuer (other than any underwriting discounts or
commissions) shall be borne by the Issuer, whether or not the Exchange Offer
Registration Statement or the Shelf Registration is filed or becomes effective
or the Exchange Offer is consummated, including, without limitation, (i) all
registration and filing fees (including, without limitation, (A) fees with
respect to filings required to be made with the NASD in connection with an
underwritten offering and (B) fees and expenses of compliance with state
securities or Blue Sky laws (including, without limitation, reasonable fees and
disbursements of counsel in connection with Blue Sky qualifications of the
Registrable Notes or Exchange Notes and determination of the eligibility of the
Registrable Notes or Exchange Notes for investment under the laws of such
jurisdictions (x) where the holders of Registrable Notes are located, in the
case of an Exchange Offer, or (y) as provided in Section 5(h) hereof, in the
case of a Shelf Registration or in the case of Exchange Notes to be sold by a
Participating Broker-Dealer during the Applicable Period)), (ii) printing
expenses, including, without limitation, expenses of printing certificates for
Registrable Notes or Exchange Notes in a form eligible for deposit with The
Depository Trust Company and of printing prospectuses if the printing of
prospectuses is requested by the managing underwriter or underwriters, if any,
or by the Holders of a majority in aggregate principal amount of the Registrable
Notes included in any Registration Statement or in respect of Exchange Notes to
be sold by any Participating Broker-Dealer during the Applicable Period, as the
case may be, (iii) messenger, telephone and delivery expenses, (iv) fees and
disbursements of counsel for the Issuer and reasonable fees and disbursements of
one special counsel for all of the sellers of Registrable Notes (exclusive of
any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements
of all independent certified public accountants referred to in Section 5(m)(iii)
hereof (including, without limitation, the expenses of any special audit and
"cold comfort" letters required by or incident to such performance), (vi)
Securities Act liability insurance, if the Issuer desires such insurance, (vii)
fees and expenses of all other Persons retained by the Issuer, (viii) internal
expenses of the Issuer (including, without limitation, all salaries and expenses
of officers and employees of the Issuer performing legal or accounting duties),
(ix) the expense of any annual audit, (x) the fees and expenses incurred in
connection with the listing of the securities to be registered on any securities
exchange, and the obtaining of a rating of the securities, in each case, if
applicable, and (xi) the expenses relating to printing, word processing and
distributing all Registration Statements, underwriting agreements, indentures
and any other documents necessary or appropriate in order to comply with this
Agreement. Notwithstanding the foregoing or anything to the contrary, each
Holder shall pay all underwriting discounts and commissions of any underwriters
with respect to any Registrable Notes sold by or on behalf of it.

7.   INDEMNIFICATION
     ---------------

     (a) The Issuer and each Guarantor, jointly and severally, agrees to
indemnify and hold harmless each Holder of Registrable Notes and each
Participating Broker-Dealer selling Exchange Notes during the Applicable Period,
each Person, if any, who controls any such Person within the meaning of Section
15 of the Securities Act or Section 20(a) of the Exchange Act, the agents,
employees, officers and directors of each Holder and each such Participating
Broker-Dealer and the agents, employees, officers and directors of any such
controlling Person (each, a "Participant") from and against any and all losses,
liabilities, claims, damages and expenses

                                       18

<PAGE>

(including, but not limited to, reasonable attorneys' fees and any and all
reasonable expenses incurred in investigating, preparing or defending against
any litigation, commenced or threatened, or any claim, and any and all
reasonable amounts paid in settlement of any claim or litigation (in the manner
set forth in clause (c) below)) (collectively, "Losses") to which they or any of
them may become subject under the Securities Act, the Exchange Act or otherwise
insofar as such Losses (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement (or any amendment thereto) or Prospectus
(as amended or supplemented if the Issuer shall have furnished any amendments or
supplements thereto) or any preliminary prospectus, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements therein, in the case of
the Prospectus, in the light of the circumstances under which they were made,
not misleading, provided, however, that (i) the foregoing indemnity shall not be
available to any Participant to the extent, but only to the extent, that any
such Loss arises out of or is based upon any untrue statement or omission or
alleged untrue statement or omission relating to such Participant made in
reliance upon and in conformity with information relating to such Participant
furnished to the Issuer in writing by or on behalf of such Participant expressly
for use therein, and (ii) that the foregoing indemnity with respect to any
preliminary prospectus shall not inure to the benefit of any Participant from
whom the Person asserting such Losses purchased Registrable Notes if (x) it is
established in the related proceeding that such Participant failed to send or
give a copy of the Prospectus (as amended or supplemented if such amendment or
supplement was furnished to such Participant prior to the written confirmation
of such sale) to such Person with or prior to the written confirmation of such
sale, if required by applicable law, and (y) the untrue statement or omission or
alleged untrue statement or omission was completely corrected in the Prospectus
(as amended or supplemented if amended or supplemented as aforesaid) and such
Prospectus does not contain any other untrue statement or omission or alleged
untrue statement or omission that was the subject matter of the related
proceeding. This indemnity agreement will be in addition to any liability that
the Issuer or any Guarantor may otherwise have, including, but not limited to,
liability under this Agreement.

     (b) Each Participant agrees, severally and not jointly, to indemnify and
hold harmless the Issuer, each Guarantor, each Person, if any, who controls them
within the meaning of Section 15 of the Securities Act or Section 20(a) of the
Exchange Act, and each of its agents, employees, officers and directors and the
agents, employees, officers and directors of any such controlling Person from
and against any Losses to which they or any of them may become subject under the
Securities Act, the Exchange Act or otherwise insofar as such Losses (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) or Prospectus (as amended or supplemented
if the Issuer shall have furnished any amendments or supplements thereto) or any
preliminary prospectus, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein, in the case of the Prospectus, in
the light of the circumstances under which they were made, not misleading, in
each case to the extent, but only to the extent, that any such Loss arises out
of or is based upon any untrue statement or alleged untrue statement or omission
or alleged omission relating to such Participant made in reliance upon and in
conformity with information relating to such Participant furnished in writing to
the Issuer by or on behalf of such Participant expressly for use therein.

                                       19

<PAGE>

     (c) Promptly after receipt by an indemnified party under subsection 7(a) or
7(b) above of notice of the commencement of any action, suit or proceeding
(collectively, an "action"), such indemnified party shall, if a claim in respect
thereof is to be made against the indemnifying party under such subsection,
notify each party against whom indemnification is to be sought in writing of the
commencement of such action (but the failure so to notify an indemnifying party
shall not relieve such indemnifying party from any liability that it may have
under this Section 7 except to the extent that it has been prejudiced in any
material respect by such failure). In case any such action is brought against
any indemnified party, and it notifies an indemnifying party of the commencement
of such action, the indemnifying party will be entitled to participate in such
action, and to the extent it may elect by written notice delivered to the
indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense of such action with counsel
satisfactory to such indemnified party. Notwithstanding the foregoing, the
indemnified party or parties shall have the right to employ its or their own
counsel in any such action, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party or parties unless (i) the
employment of such counsel shall have been authorized in writing by the
indemnifying parties in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to take charge of the
defense of such action within a reasonable time after notice of commencement of
the action, or (iii) the named parties to such action (including any impleaded
parties) include such indemnified party and the indemnifying party or parties
(or such indemnifying parties have assumed the defense of such action), and such
indemnified party or parties shall have reasonably concluded that there may be
defenses available to it or them that are different from or additional to those
available to one or all of the indemnifying parties (in which case the
indemnifying parties shall not have the right to direct the defense of such
action on behalf of the indemnified party or parties), in any of which events
such reasonable fees and expenses of counsel shall be borne by the indemnifying
parties. In no event shall the indemnifying party be liable for the fees and
expenses of more than one counsel (together with appropriate local counsel) at
any time for all indemnified parties in connection with any one action or
separate but substantially similar or related actions arising in the same
jurisdiction out of the same general allegations or circumstances. Any such
separate firm for the Participants shall be designated in writing by
Participants who sold a majority in interest of Registrable Notes sold by all
such Participants and shall be reasonably acceptable to the Issuer or Guarantor,
as applicable, and any such separate firm for the Issuer or Guarantor, as
applicable, its affiliates, officers, directors, representatives, employees and
agents and such control Person of the Issuer or Guarantor, as applicable, shall
be designated in writing by the Issuer or Guarantor, as applicable, and shall be
reasonable acceptable to the Holders. An indemnifying party shall not be liable
for any settlement of any claim or action effected without its written consent,
which consent may not be unreasonably withheld. No indemnifying party shall,
without the prior written consent of the indemnified party, effect any
settlement of any pending or threatened proceeding in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party, unless such settlement includes an
unconditional release of such indemnified party from all liability on claims
that are the subject matter of such proceeding and does not include an admission
of fault, culpability, or a failure to act, by or on behalf of such indemnified
party.

     (d) In order to provide for contribution in circumstances in which the
indemnification provided for in this Section 7 is for any reason held to be
unavailable from the indemnifying

                                       20

<PAGE>

party, or is insufficient to hold harmless a party indemnified under this
Section 7, each indemnifying party shall contribute to the amount paid or
payable by such indemnified party as a result of such aggregate Losses (i) in
such proportion as is appropriate to reflect the relative benefits received by
each indemnifying party, on the one hand, and each indemnified party, on the
other hand, from the sale of the Notes to the Initial Purchasers or the resale
of the Registrable Notes by such Holder, as applicable, or (ii) if such
allocation is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of each indemnified party, on the one hand,
and each indemnifying party, on the other hand, in connection with the
statements or omissions that resulted in such Losses, as well as any other
relevant equitable considerations. The relative benefits received by the Issuer
as the Guarantors, on the one hand, and each Participant, on the other hand,
shall be deemed to be in the same proportion as (x) the total proceeds from the
sale of the Notes to the Initial Purchasers (net of discounts and commissions
but before deducting expenses) received by the Issuer are to (y) the total net
profit received by such Participant in connection with the sale of the
Registrable Notes. The relative fault of the parties shall be determined by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged omission to state a material fact
relates to information supplied by the Issuer and the Guarantors, on the one
hand, or such Participant on the other and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission or alleged statement or omission.

     (e) The parties agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
or by any other method of allocation that does not take into account the
equitable considerations referred to above. Notwithstanding the provisions of
this Section 7, (i) in no case shall any Participant be required to contribute
any amount in excess of the amount by which the net profit received by such
Participant in connection with the sale of the Registrable Notes exceeds the
amount of any damages that such Participant has otherwise been required to pay
by reason of any untrue or alleged untrue statement or omission or alleged
omission and (ii) no person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action against such party in respect of
which a claim for contribution may be made against another party or parties
under this Section 7, notify such party or parties from whom contribution may be
sought, but the omission to so notify such party or parties shall not relieve
the party or parties from whom contribution may be sought from any obligation it
or they may have under this Section 7 or otherwise, except to the extent that it
has been prejudiced in any material respect by such failure; provided, however,
that no additional notice shall be required with respect to any action for which
notice has been given under this Section 7 for purposes of indemnification.
Anything in this section to the contrary notwithstanding, no party shall be
liable for contribution with respect to any action or claim settled without its
written consent, provided, however, that such written consent was not
unreasonably withheld.

8.   RULES 144 AND 144A
     ------------------

     The Issuer covenants that it will file the reports required, if any, to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission

                                       21

<PAGE>

thereunder in a timely manner in accordance with the requirements of the
Securities Act and the Exchange Act and, if at any time the Issuer is not
required to file such reports, it will, upon the request of any Holder or
beneficial owner of Registrable Notes, make available such information necessary
to permit sales pursuant to Rule 144A under the Securities Act. The Issuer
further covenants that for so long as any Registrable Notes remain outstanding
it will take such further action as any Holder of Registrable Notes may
reasonably request from time to time to enable such Holder to sell Registrable
Notes without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144(k) and Rule 144A under the Securities Act,
as such Rules may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the Commission.

9.   UNDERWRITTEN REGISTRATIONS
     --------------------------

     If any of the Registrable Notes covered by any Shelf Registration are to be
sold in an underwritten offering, the investment banker or investment bankers
and manager or managers that will manage the offering will be selected by the
Holders of a majority in aggregate principal amount of such Registrable Notes
included in such offering and shall be reasonably acceptable to the Issuer.

     No Holder of Registrable Notes may participate in any underwritten
registration hereunder if such Holder does not (a) agree to sell such Holder's
Registrable Notes on the basis provided in any underwriting arrangements
approved by the Persons entitled hereunder to approve such arrangements and (b)
complete and execute all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.

10.  MISCELLANEOUS
     -------------

     (a) Registration of Guarantees. The Issuer acknowledges that the Guarantees
         --------------------------
may be considered to be separate securities under applicable securities laws,
and that each of its obligations with respect to the Registrable Notes shall be
deemed to apply equally, to the extent required, to the Guarantees.

     (b) No Inconsistent Agreements. The Issuer has not, as of the date hereof,
         --------------------------
and shall not have, after the date of this Agreement, entered into any agreement
with respect to any of its securities that is inconsistent with the rights
granted to the Holders of Registrable Notes in this Agreement or otherwise
conflicts with the provisions hereof. The rights granted to the Holders
hereunder do not conflict with and are not inconsistent with, in any material
respect, the rights granted to the holders of any of the Issuer's other issued
and outstanding securities under any such agreements. The Issuer has not entered
and will not enter into any agreement with respect to any of its securities
which will grant to any Person piggy-back registration rights with respect to
any Registration Statement, except for those for which waivers have been
obtained for registration rights already granted.

     (c) Adjustments Affecting Registrable Notes. The Issuer shall not, directly
         ---------------------------------------
or indirectly, take any action with respect to the Registrable Notes as a class
that would adversely

                                       22

<PAGE>

affect the ability of the Holders of Registrable Notes to include such
Registrable Notes in a registration undertaken pursuant to this Agreement.

     (d) Amendments and Waivers. The provisions of this Agreement may not be
         ----------------------
amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given except pursuant to a written agreement
duly signed and delivered by (I) the Issuer and (II)(A) the Holders of not less
than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the
Participating Broker-Dealers, the Participating Broker-Dealers holding not less
than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section
10(c) may not be amended, modified or supplemented except pursuant to a written
agreement duly signed and delivered by the Issuer and each Holder and each
Participating Broker-Dealer (including any Person who was a Holder or
Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case
may be, disposed of pursuant to any Registration Statement) affected by any such
amendment, modification, supplement or waiver. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Notes whose
securities are being sold pursuant to a Registration Statement and that does not
directly or indirectly affect, impair, limit or compromise the rights of other
Holders of Registrable Notes may be given by Holders of at least a majority in
aggregate principal amount of the Registrable Notes being sold pursuant to such
Registration Statement.

     (e) Notices. All notices and other communications (including, without
         -------
limitation, any notices or other communications to the Trustee) provided for or
permitted hereunder shall be made in writing by hand-delivery, registered
first-class mail, next-day air courier or telecopier:

        (i) if to a Holder of the Registrable Notes or any Participating
Broker-Dealer, at the most current address of such Holder or Participating
Broker-Dealer, as the case may be, set forth on the records of the registrar
under the Indenture.

        (ii) if to the Issuer, at the address as follows:

                Extravision Communications Corporation
                2425 Olympic Blvd. Suite 600 West
                Santa Monica, CA 90404
                Telephone: 310-447-3870
                Fax: 310-449-1306
                Attention: Michael G. Rowles, General Counsel

       (iii) if to the Initial Purchasers, at the address as follows:

                UBS WARBURG LLC,
                299 Park Avenue
                New York, NY  10171
                Telephone:  (212) 821-3000
                Fax number:  (212) 821-3900
                Attention:  Syndicate Department

                                       23

<PAGE>

     All such notices and communications shall be deemed to have been duly
given: when delivered by hand, if personally delivered; five Business Days after
being deposited in the mail, postage prepaid, if mailed; when receipt is
acknowledged by the recipient's telecopier machine, if telecopied; and on the
next Business Day, if timely delivered to an air courier guaranteeing overnight
delivery.

     Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address and in the manner specified in such Indenture.

     (f) Successors and Assigns. This Agreement shall inure to the benefit of
         ----------------------
and be binding upon the successors and assigns of each of the parties hereto,
the Holders and the Participating Broker-Dealers; provided, however, that this
Agreement shall not inure to the benefit of or be binding upon a successor or
assign of a Holder unless and to the extent such successor or assign holds
Registrable Notes.

     (g) Counterparts. This Agreement may be executed in any number of
         ------------
counterparts and by the parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement.

     (h) Headings. The headings in this Agreement are for convenience of
         --------
reference only and shall not limit or otherwise affect the meaning
hereof.

     (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
         -------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO CONTRACTS MADE
AND PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.

     (j) Severability. If any term, provision, covenant or restriction of this
         ------------
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected, impaired or invalidated, and the parties hereto shall use
their best efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     (k) Securities Held by the Issuer or Its Affiliates. Whenever the consent
         -----------------------------------------------
or approval of Holders of a specified percentage of Registrable Notes is
required hereunder, Registrable Notes held by the Issuer or any of its
affiliates (as such term is defined in Rule 405 under the Securities Act) shall
not be counted in determining whether such consent or approval was given by the
Holders of such required percentage.

     (l) Third-Party Beneficiaries. Holders and beneficial owners of Registrable
         -------------------------
Notes and Participating Broker-Dealers are intended third-party beneficiaries of
this Agreement, and

                                       24

<PAGE>

this Agreement may be enforced by such Persons. No other Person is intended to
be, or shall be construed as, a third-party beneficiary of this Agreement.

     (m) Attorneys' Fees. As between the parties to this Agreement, in any
         ---------------
action or proceeding brought to enforce any provision of this Agreement, or
where any provision hereof is validly asserted as a defense, the successful
party shall be entitled to recover reasonable attorneys' fees actually incurred
in addition to its costs and expenses and any other available remedy.

     (n) Entire Agreement. This Agreement, together with the Purchase Agreement
         ----------------
and the Indenture, is intended by the parties as a final and exclusive statement
of the agreement and understanding of the parties hereto in respect of the
subject matter contained herein and therein and any and all prior oral or
written agreements, representations, or warranties, contracts, understandings,
correspondence, conversations and memoranda between the Holders on the one hand
and the Issuer on the other, or between or among any agents, representatives,
parents, subsidiaries, affiliates, predecessors in interest or successors in
interest with respect to the subject matter hereof and thereof are merged herein
and replaced hereby.

                                       25

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Registration Rights
Agreement as of the date first written above.

                ENTRAVISION COMMUNICATIONS CORPORATION


                By:  /s/ Walter Ulloa
                   -------------------------------------
                Name:  Walter Ulloa
                Title: Chief Executive Officer


                ENTRAVISION-TEXAS LIMITED PARTNERSHIP
                ENTRAVISION-TEXAS, L.P., INC.
                ENTRAVISION-TEXAS, G.P., LLC
                ENTRAVISION COMMUNICATIONS COMPANY, L.L.C.
                ENTRAVISION COMMUNICATIONS OF MIDLAND, LLC
                ENTRAVISION, L.L.C.
                ENTRAVISION-EL PASO, L.L.C.
                ENTRAVISION SAN DIEGO, INC.
                LOS CEREZOS TELEVISION COMPANY
                THE COMMUNITY BROADCASTING COMPANY OF SAN DIEGO, INCORPORATED
                ARIZONA RADIO, INC.
                LAS TRES CAMPANAS TELEVISION, INC.
                ASPEN FM, INC.
                LATIN COMMUNICATIONS GROUP INC.
                LATIN COMMUNICATIONS INC.
                VEA ACQUISITION CORP.
                LATIN COMMUNICATIONS EXCL INC.
                EXCL HOLDINGS, INC.
                EXCL COMMUNICATIONS, INC.
                EMBARCADERO MEDIA, INC.
                EMI SACRAMENTO RADIO, INC.
                EMI LOS ANGELES RADIO, INC.
                PORTLAND RADIO INC.
                RIVERSIDE RADIO, INC.
                MERIDIAN COMMUNICATIONS COMPANY
                SEXTANT BROADCASTING COMPANY

                            [Continued on next page]


<PAGE>

                           [Continued from prior page]

                METRO MIX, INC.
                NORTE BROADCASTING, INC.
                NORTE BROADCASTING OF COLORADO, INC.
                NORTE BROADCASTING OF NEW MEXICO, INC.
                NORTE BROADCASTING OF NEVADA, INC.
                PACIFICO BROADCASTING, INC.
                RADIO EXITO, INC.
                SUR BROADCASTING, INC.
                SUR BROADCASTING OF COLORADO, INC.
                SUR BROADCASTING OF NEW MEXICO, INC.
                Z-SPANISH MEDIA CORPORATION
                NEW WNDZ, INC.
                NEWKKSJ, INC.
                PERSONAL ACHIEVEMENT RADIO, INC.
                KPPC RADIO, INC.
                WZCO BROADCASTING, INC.
                WRZA BROADCASTING, INC.
                KZLZ BROADCASTING, INC.
                KZFO BROADCASTING, INC.
                KZPZ BROADCASTING, INC.
                KZPZ LICENSE CORPORATION
                KZMS BROADCASTING, INC.
                KZCO BROADCASTING, INC.
                OROVILLE RADIO, INC.
                KZST BROADCASTING, INC.
                KTLR BROADCASTING, INC.
                KZSL BROADCASTING, INC.
                KHZZ BROADCASTING, INC.
                WLQY BROADCASTING, INC.
                GLENDALE BROADCASTING, INC.
                VISTA MEDIA GROUP, INC.
                VISTA MEDIA GROUP OF NEW YORK, INC.
                SEABOARD OUTDOOR ADVERTISING CO., INC.
                SALE POINT POSTERS, INC.
                VISTA OUTDOOR ADVERTISING, INC.
                VISTA OUTDOOR ADVERTISING, INC.


                By:  /s/ Walter Ulloa
                   --------------------------------
                Name:  Walter Ulloa
                Title: As Chief Executive Officer
                       of each of the entities listed above



<PAGE>

                UBS WARBURG LLC
                CREDIT SUISSE FIRST BOSTON CORPORATION
                MERRILL LYNCH, PIERCE, FENNER & SMITH
                                  INCORPORATED

                As Representatives of the Initial Purchasers

                By:  UBS WARBURG LLC



                By:  /s/ Navid Mahmoodzadegan
                   -----------------------------------
                Name:    Navid Mahmoodzadegan
                Title:   Executive Director


                By:  /s/ Michele Miyakawa
                   -----------------------------------
                Name:    Michele Miyakawa
                Title:   Director


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>8
<FILENAME>dex103.txt
<DESCRIPTION>SECOND AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.3



                      SECOND AMENDMENT TO CREDIT AGREEMENT
                      ------------------------------------

         This SECOND AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), dated as
                                                          ---------
of March 29, 2002, is entered into among (1) ENTRAVISION COMMUNICATIONS
CORPORATION, a Delaware corporation (the "Borrower"), (2) the Lenders party to
                                          --------
the Credit Agreement referred to below, (3) UNION BANK OF CALIFORNIA, N.A., as
Arranging Agent for such Lenders (in such capacity, the "Agent"), (4) UNION BANK
                                                         -----
OF CALIFORNIA, N.A., as Co-Lead Arranger and Joint Book Manager, (5) CREDIT
SUISSE FIRST BOSTON, as Co-Lead Arranger, Administrative Agent and Joint Book
Manager, (6) THE BANK OF NOVA SCOTIA, as Syndication Agent, and (7) FLEET
NATIONAL BANK, as Documentation Agent.

                                    RECITALS
                                    --------

     A.  The Borrower, the Lenders and the Agent previously entered into that
certain Credit Agreement dated as of September 26, 2000 as amended by a First
Amendment to Credit Agreement dated as of March 23, 2001 (said Agreement, as so
amended, herein called the "Credit Agreement"). Capitalized terms used herein
                            ----------------
and not defined shall have the meanings assigned to them in the Credit
Agreement.

     B.  In connection herewith the Borrower is issuing $225,000,000 of Senior
Subordinated Notes due 2009. The issuance of such Notes was consented to by the
Majority Lenders pursuant to that certain Consent (the "Consent") dated March 4,
                                                        -------
2002.

     C.  The Borrower has requested that the Lenders amend certain terms of the
Credit Agreement and the Lenders have agreed to such request, subject to the
terms and conditions set forth herein. In addition, the Borrower is obligated,
pursuant to the Consent, to amend certain covenants to make such covenants more
restrictive, as contemplated by Section 6.2(d) of the Credit Agreement and as
more fully discussed in the Consent. The purpose of this Amendment is to set
forth the foregoing amendments.

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

     SECTION 1. Amendments to Credit Agreement. The Credit Agreement is hereby
                ------------------------------
amended as follows:

     (a) The definitions of "Affiliation Agreements", "Applicable Revolving/Term
A Margin", "Asset Disposition", "CFN", "Change in Control", "Consents to
Assign", "License Subsidiaries", "Maximum Total Debt Ratio" and "Revolving/Term
A Leverage Level" in Section 1.1 of the Credit Agreement are amended in full to
read as follows:

          "`Affiliation Agreements': each affiliation or similar agreement
            ----------------------
     between the Borrower or any Subsidiary and Univision (which Univision
     Affiliation Agreements shall be substantially in the form of those existing
     on the Closing Date) or Telefutura, or between the Borrower or any
     Subsidiary and another network or programmer, or between the licensee of
     any broadcast station subject to a Program Services Agreement and Univision
     (which Univision Affiliation Agreements shall be substantially in the form
     of

<PAGE>


     those existing on the Closing Date), Telefutura or another network or
     programmer, and all sideletters or other agreements relating thereto, as
     such agreements may be further amended from time to time in accordance with
     the terms hereof."

          "Applicable Revolving/Term A Margin": with respect to Revolving Loans
           ----------------------------------
     and Term A Loans, for each LIBOR Loan and for each Base Rate Loan as set
     forth below:

            Revolving/Term A
             Leverage Level                   LIBOR                 Base Rate
             --------------                   -----                 ---------
         1 (**6.50:1)                          3.250%                 2.250%
         2 (**6.00:1 - *6.50:1)                3.000%                 2.000%
         3 (**5.50:1 - *6.00:1)                2.500%                 1.500%
         4 (**5.00:1 - *5.50:1)                2.250%                 1.250%
         5 (**4.50:1 - *5.00:1)                1.875%                 0.875%
         6 (**4.00:1 - *4.50:1)                1.500%                 0.500%
         7 (**3.50:1 - *4.00:1)                1.250%                 0.250%
         8 (*3.50:1)                           0.875%                 0.000%."

          "`Asset Disposition': the sale, sale and leaseback, transfer,
            -----------------
     conveyance, exchange, long-term lease accorded sales treatment under GAAP
     or similar disposition (including by means of a merger, consolidation,
     amalgamation, joint venture or other substantive combination) of any of the
     Properties, business or assets (other than marketable securities, including
     "margin stock" within the meaning of Regulation U, liquid investments and
     other financial instruments but, including, without limitation, the
     assignment of any lease, license or permit relating to the Properties) of
     the Borrower or any of its Subsidiaries to any Person or Persons other than
     to the Borrower or any of its wholly-owned Subsidiaries; provided that
                                                              --------
     Asset Dispositions shall not include (i) the sale in the ordinary course of
     business of inventory or obsolete or worn-out equipment or (ii) any
     transfer of Real Property to a Real Estate Holding Company in accordance
     with the terms of this Agreement."

          "`CFN': Comercializadora Frontera Norte, S. de R.L. de C.V., a
            ---
     Subsidiary of Entravision LLC which has the right to program Station
     XUPN-TV, Tecate, Mexico and Station XHAS-TV, Tijuana, Mexico."

          "`Change in Control': the occurrence of any of the following: (a) (i)
            -----------------
     Walter F. Ulloa and his spouse and lineal descendants, (ii) Philip C.
     Wilkinson and his spouse and lineal descendants, (iii) any trusts for the
     exclusive benefit of any of the foregoing individuals and (iv) Univision
     cease collectively to own, directly or indirectly, of record and
     beneficially, Capital Stock of the Borrower having Voting Control; (b) the
     adoption of a plan relating to the liquidation or dissolution of the
     Borrower; (c) the consummation of any transaction (including, without
     limitation, any merger or consolidation) the result of which is that
     Univision becomes the beneficial owner, directly or indirectly, of more
     than 50% of the Capital Stock of the Borrower having Voting Control; or (d)
     the first day on which a majority of the members of the Board of Directors
     of the Borrower are not Continuing Directors."

* means less than
** means greater than

                                        2

<PAGE>

          "`Consents to Assign': (i) Consents to Assign and Encumber executed by
            ------------------
     Univision in favor of the Agent with respect to each Univision Affiliation
     Agreement, (ii) Consents to Assign and Encumber executed by Telefutura in
     favor of the Agent with respect to each Telefutura Affiliation Agreement
     and (iii) any other written consent reasonably requested by the Agent with
     respect to any Material Contract, in each case as such consents may be
     amended or modified from time to time in accordance with the terms hereof."

          "`License Subsidiaries': each of (i) Entravision Holdings, LLC, a
            --------------------
     California limited liability company, (ii) with respect to KUPB-TV,
     Odessa-Midland, Texas only, the Entravision Midland License Subsidiary and
     (iii) until such time as the Media Licenses for WUNI are transferred to
     Entravision Holdings, LLC in accordance with Section 5.12, Entravision 27."

          "`Revolving/Term A Leverage Level': if the Maximum Total Debt Ratio
            -------------------------------
     shall be greater than or equal to 6.50:1, the Revolving/Term A Leverage
     Level shall be 1; if the Maximum Total Debt Ratio shall be less than 6.50:1
     and greater than or equal to 6.00:1, the Revolving/Term A Leverage Level
     shall be 2; if the Maximum Total Debt Ratio shall be less than 6.00:1 and
     greater than or equal to 5.50:1, the Revolving/Term A Leverage Level shall
     be 3; if the Maximum Total Debt Ratio shall be less than 5.50:1 and greater
     than or equal to 5.00:1, the Revolving/Term A Leverage Level shall be 4; if
     the Maximum Total Debt Ratio shall be less than 5.00:1 and greater than or
     equal to 4.50:1, the Revolving/Term A Leverage Level shall be 5; if the
     Maximum Total Debt Ratio shall be less than 4.50:1 and greater than or
     equal to 4.00:1, the Revolving/Term A Leverage Level shall be 6; if the
     Maximum Total Debt Ratio shall be less than 4.00:1 and greater than or
     equal to 3.50:1, the Revolving/Term A Leverage Level shall be 7; and if the
     Maximum Total Debt Ratio shall be less than 3.50:1, the Revolving/Term A
     Leverage Level shall be 8."

     (b)  The definition of "Capital Expenditures" in Section 1.1 of the Credit
Agreement is amended by restating in its entirety the proviso therein to read as
follows:

          ";provided, however, that Capital Expenditures shall exclude (i) any
            --------  -------
     expenditures which arise from Program Obligations and (ii) payment of the
     Consideration for any Acquisition permitted under Section 6.7(a) or (b)
     (unless GAAP requires such expenditure to be treated as a Capital
     Expenditure)".

     (c)  The definition of "Net Proceeds" in Section 1.1 of the Credit
Agreement is amended by inserting "and Cash Equivalents" immediately after each
reference to "(including any cash received by way of deferred payment pursuant
to a note receivable, other non-cash consideration or otherwise, but only as and
when such cash is so received)".

     (d)  Section 1.1 of the Credit Agreement is amended by adding the following
new definitions in appropriate alphabetical order:

          "'Broadcast Cash Flow': net revenue less direct operating, selling,
            -------------------
     general and administrative expenses."

                                       3

<PAGE>

          "`Cash Equivalents': means (i) Dollars; (ii) securities issued or
            ----------------
     directly and fully guaranteed or insured by the U.S. government or any
     agency or instrumentality of the U.S. government having maturities of not
     more than one year from the date of acquisition; (iii) certificates of
     deposit and eurodollar time deposits with maturities of one year or less
     from the date of acquisition, bankers' acceptances with maturities not
     exceeding one year and overnight bank deposits, in each case, with any
     domestic commercial bank having capital and surplus in excess of
     $500,000,000 and a Thomson Bank Watch Rating of B or better; (iv)
     repurchase obligations with a term of not more than 30 days for underlying
     securities of the types described in clauses (ii) and (iii) above entered
     into with any financial institution meeting the qualifications specified in
     clause (iii) above; (v) commercial paper having one of the two highest
     ratings obtainable from Moody's Investors Service, Inc. or Standard &
     Poor's Ratings Group and in each case maturing within one year after the
     date of acquisition; and (vi) money market funds at least 95% of the assets
     of which constitute Cash Equivalents of the kinds described in clauses (i)
     through (v) of this definition."

          "`Continuing Directors': as of any date of determination, any member
            --------------------
     of the Board of Directors of the Borrower who (i) was a member of or
     nominated to such Board of Directors on the Second Amendment Effective Date
     or (ii) was nominated for election by either (a) Walter F. Ulloa, Philip C.
     Wilkinson and/or Paul Zevnik or (b) the Board of Directors of the Borrower,
     a majority of whom were members of or nominated to the Board of Directors
     on the Second Amendment Effective Date or whose election or nomination for
     election was previously approved by such directors or by Walter F. Ulloa,
     Philip C. Wilkinson and/or Paul Zevnik beneficially owning at least in the
     aggregate 25% of the Capital Stock of the Borrower having Voting Power."

          "`Control Agreement': a control agreement, restricted account
            -----------------
     agreement or similar agreement or document, in each case in form and
     substance satisfactory to the Agent and entered into for the purpose of
     perfecting a security interest in one or more deposit accounts or
     securities accounts of the Borrower and/or its Subsidiaries."

          "`Disqualified Stock': any Capital Stock that, by its terms (or by the
            ------------------
     terms of any security into which it is convertible, or for which it is
     exchangeable, in each case at the option of the holder of the Capital
     Stock), or upon the happening of any event, matures or is mandatorily
     redeemable, pursuant to a sinking fund obligation or otherwise, or
     redeemable at the option of the holder of the Capital Stock, in whole or in
     part, on or prior to the later of the Revolving Loan Commitment Expiration
     Date and (if such facility shall be activated) the Incremental Loan
     Commitment Expiration Date."

          "`Maximum Senior Debt Ratio': for the Borrower and its Subsidiaries on
            -------------------------
     a consolidated basis, the ratio of Senior Debt to Operating Cash Flow."

          "`Officers' Certificate': a certificate signed on behalf of the
            ---------------------
     Borrower by two officers of the Borrower, one of whom must be the principal
     executive officer, the principal financial officer, the treasurer or the
     principal accounting officer of the Borrower. Each Officer's Certificate
     shall include (a) a statement that the Person making such certificate or
     opinion has read such covenant or condition; (b) a brief statement as to

                                       4

<PAGE>

     the nature and scope of the examination or investigation upon which the
     statements or opinions contained in such certificate or opinion are based;
     (c) a statement that, in the opinion of such Person, he or she has made
     such examination or investigation as is necessary to enable such Person to
     express an informed opinion as to whether or not such covenant or condition
     has been satisfied; and (d) a statement as to whether or not, in the
     opinion of such Person, such condition or covenant has been satisfied."

          "`Permitted Asset Swap': with respect to the Borrower or any of its
            --------------------
     Subsidiaries, the substantially concurrent exchange of assets of the
     Borrower or such Subsidiary (including Capital Stock of a Subsidiary) for
     assets of another Person, which assets are useful to the business of the
     Borrower or such Subsidiary and provided that the Agent, for the benefit of
     the Lenders, shall have a first-priority Lien on any assets so acquired."

          "`Permitted Business': any business engaged in by the Borrower or its
            ------------------
     Subsidiaries as of the Second Amendment Effective Date or otherwise
     permitted to be engaged in by the Borrower or any of its Subsidiaries
     pursuant to the terms of this Agreement."

          "`Second Amendment Effective Date': the date upon which that certain
            -------------------------------
     Second Amendment to Credit Agreement dated as of March 29, 2002, which
     amends the terms of this Agreement, shall become effective in accordance
     with the terms thereof."

          "`Senior Subordinated Notes due 2009': those certain Senior
            ----------------------------------
     Subordinated Notes due March 2009 issued by the Borrower, on or about the
     Second Amendment Effective Date, in the aggregate principal amount of
     $225,000,000."

          "`Senior Subordinated Notes Indenture': the Indenture, dated as of
            -----------------------------------
     March 1, 2002, executed among the Borrower, the "Guarantors" party thereto,
     and the trustee referred to therein, with respect to the Senior
     Subordinated Notes due 2009."

          "`Special Committee': a special committee of the Board of Directors of
            -----------------
     the Borrower, comprised of at least six members of the Board of Directors.
     A majority of the members of such special committee will constitute a
     quorum, and approval requires the majority vote of the entire committee."

          "`Telefutura': Telefutura, a Delaware corporation."
            ----------

          "`Telemundo Option': an option granted by Entravision San Diego, Inc.
            ----------------
     and the Borrower to Telemundo Network Group LLC giving Telemundo Network
     Group LLC the option to purchase all the outstanding capital stock of
     Channel Fifty-Seven, Inc., the current owner of KTCD, Channel 46, San
     Diego, California for an amount not less than $8,450,000."

     (e)  Section 1.1 of the Credit Agreement is amended by deleting the
definition of "HBS Dispute" in its entirety.

     (f)  Section 2.7(a) of the Credit Agreement is amended by inserting ";
provided that this clause shall not be effective so long as any Indebtedness
-------- ----
under the Senior Subordinated

                                        5

<PAGE>

Notes Indenture remains outstanding" immediately before the semicolon in
clause (i) therein and immediately before the period in clause (iii) therein.

     (g)  Section 2.7(b) of the Credit Agreement is amended by deleting the
reference to "December 31, 2002" therein and substituting "December 31, 2003".

     (h)  Section 4.2 of the Credit Agreement is amended by re-lettering
subsection (h) therein as subsection (i) and by adding a new subsection (h) to
read as follows:

          "(h) Senior Subordinated Notes Indenture/Legal Opinion. The Agent
               -------------------------------------------------
     shall have received evidence that the incurrence of Incremental Loans by
     the Borrower is permitted under the Senior Subordinated Notes Indenture
     including, without limitation, an executed legal opinion of counsel to the
     Borrower or of counsel to the noteholders under the Senior Subordinated
     Notes Indenture to such effect in form and substance satisfactory to the
     Agent."

     (i)  Section 5.2 of the Credit Agreement is amended by deleting the word
"and" immediately after the semicolon in clause (l) therein, by re-lettering
clause (m) therein as clause (n) and by adding a new clause (m) to read as
follows:

          "(m) promptly, but in any event not later than two Business Days after
     any default under any Subordinated Indebtedness, written notice of such
     default; and"

     (j)  Section 5.11 of the Credit Agreement is amended by deleting the word
"promptly" therein and substituting "within ten Business Days" and by adding the
following at the end thereof:

          "Notwithstanding anything to the contrary set forth in this Section,
     Television de California, S. de R.L. de C.V., a Subsidiary of CFN; Tele
     Nacional, S. de R.L. de C.V., a Subsidiary of Televisora Alco, S.A. de
     C.V.; and Entravision 27 (so long as it completes the transfer of its
     assets to Entravision Holdings, LLC within the time period specified in
     Section 5.12) shall not be required to execute and deliver the instruments,
     agreements or documents referred to in the immediately preceding sentence."

     (k)  Section 5.12 of the Credit Agreement is amended in full to read as
follows:

          "5.12 License Subsidiaries. The Borrower will cause each Media License
                --------------------
     owned by it or any Subsidiary to be held in a License Subsidiary (provided
                                                                       --------
     that the Entravision Midland License Subsidiary shall be used to hold the
     ----
     Media Licenses associated with KUPB-TV, Odessa-Midland, Texas only until
     such Media Licenses are transferred to Entravision Holdings, LLC) at all
     times until the Obligations have been paid in full and all Commitments and
     Letters of Credit have expired. Notwithstanding the foregoing, the Borrower
     shall cause the Media Licenses associated with WUNI to be held in
     Entravision Holdings, LLC on or before April 1, 2002 and until such time,
     shall cause Entravision 27 to hold such Media Licenses. The Borrower will
     hold all of the equity interest in the License Subsidiaries at all times.
     The Borrower will not permit any License Subsidiary to (A) engage in any
     business or activity other than holding the Media Licenses (and FCC files
     and records with respect thereto), (B) own, lease or operate any

                                        6

<PAGE>

     property or incur or suffer to exist any obligation, except any obligation
     to the FCC required as a condition to the granting or maintenance of such
     Media Licenses, (C) sell or otherwise transfer any asset (including the
     Media Licenses held by it) other than in an Asset Disposition permitted
     under this Agreement, (D) dissolve or liquidate in whole or in part or (E)
     commence or permit or consent to the commencement of any actions in
     bankruptcy or insolvency except in a consolidated proceeding with the
     Borrower."

     (l)  Section 5.18 of the Credit Agreement is amended in full to read as
follows:

          "5.18 Additional Material Contracts. The Borrower (a) will notify the
                -----------------------------
     Agent in writing within 90 calendar days after the Borrower or any of its
     Subsidiaries' executing, entering into, becoming bound by or subject to or
     otherwise obtaining any Material Contract, (b) will, with respect to any
     replacement or additional Affiliation Agreement entered into with
     Univision, cause Univision to execute and deliver a Consent to Assign, in
     substantially the form delivered by Univision under Section 4.1, (c) will,
     with respect to any Affiliation Agreement entered into with Telefutura,
     cause Telefutura to execute and deliver a Consent to Assign, in form and
     substance satisfactory to the Agent, (d) will, with respect to any Program
     Services Agreement relating to a Station accounting for more than 5% of the
     Borrower's consolidated Operating Cash Flow, cause the licensee thereof to
     execute and deliver a Consent to Assign in form and substance satisfactory
     to the Agent and (e) will, with respect to any other Material Contract, at
     the request of the Agent, cause the counterparty thereto to execute and
     deliver a Consent to Assign in form and substance satisfactory to the
     Agent."

     (m)  Section 6.1(a) of the Credit Agreement is amended in full to read as
follows:

          "(a) Maximum Total Debt Ratio. Permit the Maximum Total Debt Ratio of
               ------------------------
     the Borrower and its Subsidiaries on a consolidated basis to exceed the
     following levels for the periods indicated:

          Period                                                       Ratio
          ------                                                       -----

          Closing Date to and including                                6.25:1
          September 29, 2001

          September 30, 2001 to and including                          6.00:1
          December 30, 2001

          December 31, 2001 to but excluding                           5.75:1
          the Second Amendment Effective Date

          Second Amendment Effective Date to and including             7.00:1
          March 30, 2003

          March 31, 2003 to and including                              6.50:1
          September 29, 2003

                                       7

<PAGE>

          September 30, 2003 to and including                          6.00:1
          March 30, 2004

          March 31, 2004 to and including                              5.50:1
          September 29, 2004

          September 30, 2004 to and including                          5.00:1
          March 30, 2005

          March 31, 2005 to and including                              4.50:1
          September 29, 2005

          September 30, 2005 and thereafter                            4.00:1."

     (n)  Section 6.1(b) of the Credit Agreement is amended in full to read as
follows:

          "(b) Total Interest Coverage Ratio. Permit the Total Interest Coverage
               -----------------------------
     Ratio of the Borrower and its Subsidiaries on a consolidated basis to be
     less than the following levels for the periods indicated:

          Period                                                       Ratio
          ------                                                       -----

          Closing Date to and including                                1.75:1
          September 29, 2001

          September 30, 2001 to and including                          2.00:1
          December 30, 2003

          December 31, 2003 to and including                           2.25:1
          December 30, 2004

          December 31, 2004 and thereafter                             2.50:1."

     (o)  Section 6.1 of the Credit Agreement is amended by adding a new Section
6.1(d) to read as follows:

          "(d) Maximum Senior Debt Ratio. Permit the Maximum Senior Debt Ratio
               -------------------------
     of the Borrower and its Subsidiaries on a consolidated basis to exceed the
     following levels for the periods indicated:

          Period                                                       Ratio
          ------                                                       -----

          Second Amendment Effective Date to and including             4.00:1
          March 30, 2004

          March 31, 2004 to and including                              3.50:1
          September 29, 2005

                                        8

<PAGE>

          September 30, 2005 and thereafter                            3.00:1."

     (p)  Section 6.2 of the Credit Agreement is amended in the following
manner:

          (1)  by inserting "provided that the Indebtedness of the Borrower or
                             -------- ----
     any of its Subsidiaries secured by Liens referred to in Section 6.3(f)
     shall be permitted only if any draw, offset or application of any such
     pledge or deposit is reimbursed within thirty days;" immediately after the
     semicolon in subsection (b) therein;

          (2)  by deleting the reference to "nine months after the Term B
     Maturity Date" in clause (ii) of subsection (d) therein and substituting
     "twelve months after the later of the Revolving Loan Commitment Expiration
     Date and (if such facility shall be activated) the Incremental Loan
     Commitment Expiration Date"; provided that the amendment in clause (3)
     herein shall not be effective until the Term B Loans are paid in full; and

          (3)  by restating subsection (h) in its entirety to read as follows:

               "(h) (i) Capitalized Lease Obligations, (ii) Indebtedness secured
          by Liens referred to in Section 6.3(j), (iii) Indebtedness secured by
          Liens referred to in Section 6.3(b) and (iv) other Indebtedness;
          provided that the aggregate principal amount of Indebtedness referred
          --------
          to in clauses (i), (ii) and (iii) and in Section 6.2(i) shall not
          exceed $10,000,000 at any time outstanding, and the aggregate
          principal amount of Indebtedness referred to in clause (iv) shall not
          exceed $15,000,000 at any time outstanding;"

     (q)  Section 6.3 of the Credit Agreement is amended by deleting the word
"and" immediately after the semicolon in clause (m) therein, by deleting the
period in clause (n) and substituting "; and" and by adding a new clause (o) to
read as follows:

          "(o) with respect to the Borrower's interest in television station
     KTCD, Channel 46, San Diego, California, the Telemundo Option;"

     (r)  Section 6.4 of the Credit Agreement is amended by (i) deleting in its
entirety the first proviso in the second paragraph therein and (ii) restating in
full the second proviso in the second paragraph therein to read, "provided that
                                                                  -------- ----
nothing herein shall be deemed to restrict the transfer of the assets of LCG
Holdings, L.L.C., Entravision 27, KLNZ License Subsidiary or Entravision Midland
License Subsidiary to Entravision Holdings, LLC, and the dissolution of LCG
Holdings, L.L.C., Entravision 27, KLNZ License Subsidiary and Entravision
Midland License Subsidiary in accordance with Section 6.4(iv)" and (ii)
restating clause (iv) therein to read as follows:

          "(iv) LCG Holdings, L.L.C., Entravision 27, KLNZ License Subsidiary
     and Entravision Midland License Subsidiary may dissolve (provided that, (A)
                                                              -------- ----
     prior to such dissolution, the Agent receives (i) appropriate assignment
     documents indicating that all assets and obligations owned by it have been
     transferred to Entravision Holdings, LLC, (ii) copies of all necessary
     consents by the FCC with respect to such assignments and (iii) a
     certificate from a Responsible Officer of the Borrower to the effect that
     LCG Holdings,

                                       9

<PAGE>

     L.L.C., Entravision 27, KLNZ License Subsidiary and Entravision Midland
     License Subsidiary have no (or, upon execution of such assignment
     documents, will have no) assets and (B) within 60 days after such
     dissolution, copies of appropriate documents dissolving LCG Holdings,
     L.L.C., Entravision 27, KLNZ License Subsidiary and Entravision Midland
     License Subsidiary, along with evidence of the filing thereof with the
     relevant Governmental Authority)".

     (s)  Section 6.5 of the Credit Agreement is amended in its entirety to read
as follows:

          "6.5  Limitation on Sale of Assets. The Borrower shall not, and shall
                ----------------------------
     not permit any of its Subsidiaries to, make any Asset Disposition, unless:

          (i)   the consummation of such Asset Disposition would not result in
     (x) the Adjusted Operating Cash Flow attributable to the assets subject to
     such Asset Disposition (based on the most recent financial statements
     received by the Agent under Section 5.1(a) or (b) at the time of such Asset
     Disposition) plus (y) the Adjusted Operating Cash Flow attributable to the
                  ----
     assets subject to all prior Asset Dispositions consummated since the
     Closing Date (based on the most recent financial statements received by the
     Agent under Section 5.1(a) or (b) at the time of such Asset Disposition)
     exceeding 20% of the Operating Cash Flow of the Borrower as of the date of
     such Asset Disposition;

          (ii)  no Default has occurred and is continuing or would result from
     such Asset Disposition;

          (iii) the Borrower has delivered to the Agent the calculations
     required by Section 2.7(a) with respect to such Asset Disposition;

          (iv)  except with respect to any exercise of the Telemundo Option in
     accordance with its terms, the Borrower or such Subsidiary, as the case may
     be, receives consideration at the time of the Asset Disposition at least
     equal to the Fair Market Value of the assets or Capital Stock issued or
     sold or otherwise disposed of; and

          (v)   at least 75% of the consideration received in the Asset
     Disposition by the Borrower or such Subsidiary is in the form of cash or
     Cash Equivalents, except to the extent the Borrower is undertaking a
     Permitted Asset Swap.

          For purposes of this Section 6.5, "Fair Market Value" shall be the
                                             -----------------
     value determined by the Borrower's Board of Directors or Special Committee
     thereof and evidenced by a resolution of the Board of Directors or Special
     Committee thereof set forth in an Officers' Certificate delivered to the
     Agent; provided that with respect to assets which are purchased as part of
            -------- ----
     a larger transaction and are sold concurrently or within one year of such
     acquisition, the Board of Directors or Special Committee thereof may, in
     determining Fair Market Value, take into account the sales price of such
     assets, as well as the consideration in the overall transaction.

          The 75% limitation referred to in clause (v) above shall not apply to
     any Asset Disposition in which the cash or Cash Equivalents portion of the
     consideration received therefrom, determined in accordance with the
     preceding paragraph, is equal to or greater

                                       10

<PAGE>

     than what the after-tax proceeds would have been had such Asset Disposition
     complied with the aforementioned 75% limitation.

          For purposes of the foregoing clause (v), each of the following shall
     be deemed to be cash: (a) any liabilities, as shown on the Borrower's or
     such Subsidiary's most recent balance sheet, of the Borrower or any of its
     Subsidiaries (other than contingent liabilities and liabilities that are by
     their terms subordinated to the Obligations) that are assumed by the
     transferee of any such assets pursuant to a customary novation agreement
     that releases the Borrower or such Subsidiary from further liability; and
     (b) any securities, notes or other obligations received by the Borrower or
     such Subsidiary from such transferee that are converted by the Borrower or
     such Subsidiary within 90 days into cash or Cash Equivalents, to the extent
     of the cash or Cash Equivalents received in that conversion.

          Notwithstanding the foregoing, the Borrower or any of its Subsidiaries
     shall be permitted to consummate an Asset Disposition without complying
     with clauses (iv) and (v) above if: (1) the Borrower or such Subsidiary
     receives consideration at the time of such Asset Disposition at least equal
     to the Fair Market Value of the assets or other property sold, issued or
     otherwise disposed of and (2) (x) at least 75% of the consideration for
     such Asset Disposition constitutes a controlling interest in a Permitted
     Business, assets used or useful in a Permitted Business and/or cash, or (y)
     100% of the consideration for such Asset Disposition constitutes at least a
     25% economic and voting interest in a Person engaged in a Permitted
     Business, provided, that such assets did not contribute more than
     $3,000,000 in Broadcast Cash Flow over the four most recent quarters and
     provided further that this exception in subsection (2)(y) of this paragraph
     may not be used more than once."

     (t)  Section 6.6 of the Credit Agreement is amended in its entirety to read
as follows:

          "6.6 Limitation on Dividends. The Borrower shall not, and shall not
               -----------------------
     permit any of its Subsidiaries to, (a) if a corporation, declare or pay any
     dividend (other than dividends payable solely in common stock of the
     Borrower or its Subsidiaries) on, or make any payment on account of, or set
     apart assets for a sinking or other analogous fund for, the purchase,
     redemption, defeasance, retirement or other acquisition of, any shares of
     any class of Capital Stock of the Borrower or its Subsidiaries or any
     warrants or options to purchase any such Capital Stock, whether now or
     hereafter outstanding, and (b) if a partnership or a limited liability
     company, make any distribution with respect to the ownership interests
     therein, or, in either case, any other distribution in respect thereof,
     either directly or indirectly, whether in cash or property or in
     obligations of the Borrower or any Subsidiary (such declarations, payments,
     setting apart, purchases, redemptions, defeasance, retirements,
     acquisitions and distributions being herein called "Restricted Payments");
                                                         -------------------
     provided that (i) each Subsidiary may make Restricted Payments to the
     -------- ----
     Borrower or to another wholly-owned Subsidiary and (ii) the Borrower may
     make Restricted Payments if (A) the Maximum Total Debt Ratio as of the
     most-recently ended fiscal quarter of the Borrower is less than 4.50:1.00,
     (B) no Default has occurred and is continuing or would result from the
     making of such Restricted Payment, including under Section 6.1(c)
     (including, for the purposes of calculating the Fixed Charge Coverage

                                       11

<PAGE>

     Ratio, such Restricted Payment as a fixed charge pursuant to clause (iv) of
     the definition of "Fixed Charge Coverage Ratio") and (C) such Restricted
     Payment, together with the aggregate amount of all other Restricted
     Payments made by the Borrower after the Second Amendment Effective Date, is
     less than the Restricted Payment Threshold.

          For purposes of this Section 6.6, "Restricted Payment Threshold" means
     the sum, without duplication, of

          (a) (x) 100% of the aggregate Operating Cash Flow of the Borrower (or,
     in the event such Operating Cash Flow shall be a deficit, minus 100% of
     such deficit) accrued for the period beginning on January 1, 2002 and
     ending on the last day of the Borrower's most recent calendar month for
     which financial information is available to the Borrower ending prior to
     the date of such proposed Restricted Payment, taken as one accounting
     period, less (y) 1.4 times Interest Expense for the same period, plus

          (b) 100% of the aggregate net proceeds (including the fair market
     value of property other than cash or Cash Equivalents) received by the
     Borrower since January 1, 2002 from the issue or sale of Capital Stock of
     the Borrower (other than Disqualified Stock), or of Disqualified Stock or
     debt securities of the Borrower that have been converted into such Capital
     Stock (other than Capital Stock (or Disqualified Stock or convertible debt
     securities) sold to a Subsidiary and other than Disqualified Stock or
     convertible debt securities that have been converted into Disqualified
     Stock), plus

          (c) to the extent that any Unrestricted Subsidiary is redesignated as
     a Subsidiary after the Second Amendment Effective Date, the fair market
     value of such Subsidiary as of the date of such redesignation.

          The amount of all Restricted Payments (other than cash) shall be the
     fair market value on the date of the Restricted Payment of the asset(s) or
     securities proposed to be transferred or issued by the Borrower or such
     Subsidiary, as the case may be, pursuant to the Restricted Payment. The
     fair market value of any assets or securities that are required to be
     valued by this Section shall be determined by the Board of Directors or
     Special Committee thereof whose resolution with respect thereto shall be
     delivered to the Agent. The Board of Directors' or Special Committee's
     determination must be based upon an opinion or appraisal issued by an
     accounting, appraisal or investment banking firm of national standing if
     such fair market value exceeds $10,000,000."

     (u)  Sections 6.7(a), (b), (c) and (d) of the Credit Agreement are amended
in full to read as follows:

          "(a) Acquisitions (other than those referred to in subsections (b) and
     (i) below); provided that (i) Acquisitions having an aggregate maximum
                 --------
     Consideration from and including the Second Amendment Effective Date to and
     including the expiration of the term of this Agreement in excess of
     $100,000,000 shall not be permitted without Majority Lender consent, such
     consent not to be unreasonably withheld, (ii) Acquisitions from and
     including the Second Amendment Effective Date to and including the
     expiration of the term of this Agreement of greater than $25,000,000 but
     less than or


                                       12

<PAGE>

     equal to $100,000,000 shall be conditioned on delivery to the Agent of (x)
     a Covenant Compliance Certificate showing pro forma calculations assuming
     such Acquisition had been consummated and (y) revised projections, prepared
     on a pro forma basis assuming consummation of such Acquisition and in form
     and substance acceptable to the Agent, for the five year period immediately
     succeeding the consummation of such proposed Acquisition and (iii) any
     individual Acquisition having an aggregate Consideration of $25,000,000 or
     greater shall be also conditioned on delivery to the Agent of (1) all
     material documents reasonably requested by the Agent to insure that the
     Lenders have a first priority security interest in, and assignment of, all
     personal property assets and interests acquired, including consents of
     third parties if reasonably requested (or, with respect to Acquisitions of
     non-U.S. properties, such alternative documents and/or pledges as the Agent
     may request in its discretion) and (2) if such Acquisition is of a U.S.
     television or radio property and the aggregate Consideration therefor is
     $40,000,000 or greater, an opinion of FCC counsel to the Borrower in form
     and substance acceptable to the Agent; provided, further that no
                                            --------
     Acquisition shall permitted if a Default has occurred and is continuing or
     would result from the consummation of such Acquisition;

          "(b) each of the following Acquisitions, provided that (x) no Default
                                                   -------- ----
     has occurred and is continuing or would result from the consummation of
     such Acquisition; (y) any individual Acquisition having an aggregate
     Consideration of $25,000,000 or greater shall be conditioned on delivery to
     the Agent of (1) a Covenant Compliance Certificate showing pro forma
     calculations assuming such Acquisition had been consummated, (2) all
     material documents reasonably requested by the Agent to insure that the
     Lenders have a first priority security interest in, and assignment of, all
     personal property assets and interests acquired, including consents of
     third parties if reasonably requested and (3) if such Acquisition is of a
     television or radio property and the aggregate Consideration therefor is
     $40,000,000 or greater, an opinion of FCC counsel to the Borrower in form
     and substance acceptable to the Agent and (z) in the event that the
     Consideration for any such Acquisition is higher than the respective amount
     listed below, such excess Consideration shall be deemed to be a separate
     Acquisition under Section 6.7(a) and, to the extent such amount is
     permitted by Section 6.7(a), such Acquisition shall be permitted hereby
     (assuming compliance with all other provisions of this Section 6.7(b)): (A)
     the purchase of television stations KUTH-TV, Logan, Utah and KUBX-LP, Salt
     Lake City, Utah (provided that the Consideration therefor does not exceed
     $10,000,000), (B) the purchase of television station KWOG-TV, Seattle,
     Washington (provided that the Consideration therefor does not exceed
     $25,000,000), (C) the purchase of television station KDJT-LP, Monterey,
     California (provided that the Consideration therefor does not exceed
     $1,000,000), (D) the purchase of television stations KTSB-LP, Santa
     Barbara, California, K21EX, Paso Robles, California, K28FK, San Luis
     Obispo, California, K10G, Lompoc, California and K35ER, Santa Maria,
     California (provided that the Consideration therefor does not exceed
     $2,300,000), (E) the purchase of radio station KXPK-FM, Denver, Colorado
     (provided that the Consideration therefor does not exceed $47,500,000), (F)
     the purchase of radio station KRCY-FM, Las Vegas, Nevada (provided that the
     Consideration therefor does not exceed $5,000,000), (G) the purchase of
     radio station KTPI-FM, Tehachapi, California (provided that the
     Consideration therefor does not exceed $2,000,000) and (H) the purchase of
     radio station KEME-FM, McAllen, Texas (provided that the Consideration
     therefor does not exceed $4,000,000);

                                       13

<PAGE>

          "(c) the Borrower's ownership interest in its Subsidiaries, and
     certain Subsidiaries' ownership in certain other Subsidiaries; provided,
     however, notwithstanding any other provision of this Agreement, the
     Borrower's total investment in Television de California, S. de R.L. de C.V.
     and Tele Nacional, S. de R.L. de C.V. in the aggregate shall not exceed
     $5,000,000;

          "(d) investments in Cash Equivalents;"

     (v)  Section 6.7 of the Credit Agreement is further amended by deleting the
word "and" immediately after the semicolon in clause (g) therein and by
restating clause (h) and adding a new clause (i) to read as follows:

          "(h) the Acquisition of Las Tres Campanas Television, Inc.; and

          "(i) the acquisition by the Borrower of equity in a to-be formed
     publishing entity in exchange for the contribution by the Borrower of its
     interest in the publication El Diario (whether such contribution is in the
     form of an asset transfer or a transfer of the Capital Stock of a
     Subsidiary, the sole asset of which is El Diario)."

     (w)  Section 6.9 of the Credit Agreement is restated in its entirety to
read as follows:

          "6.9 Transactions with Affiliates. The Borrower shall not, and shall
               ----------------------------
     not permit any of its Subsidiaries to, enter into any transaction,
     including, without limitation, any purchase, sale, lease or exchange of
     property or the rendering of any service, with any Affiliate, any
     Unrestricted Subsidiary or any Subsidiary less than wholly-owned, directly
     or indirectly, by the Borrower, unless: (i) such transaction is otherwise
     permitted under this Agreement or (ii) such transaction is in the ordinary
     course of the Borrower's or such Subsidiary's business and is upon terms no
     less favorable to the Borrower or such Subsidiary, as the case may be, than
     it would obtain in a comparable arm's length transaction with a Person not
     an Affiliate and (iii) the Borrower delivers to the Agent (x) with respect
     to any such transaction or series of such related transactions involving
     aggregate consideration in excess of $1,000,000, a resolution of the Board
     of Directors of the Borrower set forth in an Officers' Certificate
     certifying that such transaction complies with this Section 6.9 and that
     such transaction has been approved by a majority of the disinterested
     members of the Borrower's Board of Directors; and (y) with respect to any
     such transaction or series of such related transactions involving aggregate
     consideration in excess of $10,000,000, an opinion as to the fairness of
     such transaction from a financial point of view issued by an accounting,
     appraisal or investment banking firm of national standing; provided that
                                                                -------- ----
     this Section 6.9 shall not be deemed to prohibit (A) transactions arising
     out of the Univision or Telefutura Affiliation Agreements or (B) any
     purchase or sale by Univision of the Borrower's Capital Stock."

     (x)  Section 6 of the Credit Agreement is amended by adding new Sections
6.14 and 6.15 immediately after Section 6.13 of the Credit Agreement to read as
follows:

          "6.14 Entravision 27. The Borrower agrees as follows: (i) there shall
                --------------
     at no time exist any Indebtedness of the Borrower or any of its
     Subsidiaries to Entravision 27, including any Guarantee Obligation of the
     Borrower or any of its Subsidiaries with

                                       14

<PAGE>

     respect to the debts of Entravision 27, (ii) neither the Borrower nor any
     of its Subsidiaries shall make any Asset Disposition, loan money to, or
     make any investment in, Entravision 27, or allow the proceeds of any Loans,
     or any Letter of Credit, to be loaned or contributed to, or otherwise used
     for the benefit of, Entravision 27 and (iii) the Borrower shall not permit
     Entravision 27 to own any assets or conduct any business; provided,
                                                               --------
     however, the Borrower shall not be required to comply with clause (iii)
     -------
     until Entravision 27 has transferred to Entravision Holdings, LLC the Media
     Licenses associated with WUNI.

          "6.15 Dividend and Other Payment Restrictions Affecting Subsidiaries.
                --------------------------------------------------------------
     The Borrower shall not, and shall not permit any of its Subsidiaries to,
     directly or indirectly, create or permit to exist or become effective any
     consensual encumbrance or restriction on the ability of any Subsidiary to:

          (a)   pay dividends or make any other distributions on its Capital
     Stock to the Borrower or any of its Subsidiaries, or with respect to any
     other interest or participation in, or measured by, its profits, or pay any
     indebtedness owed to the Borrower or any of its Subsidiaries;

          (b)   make loans or advances to the Borrower or any of its
Subsidiaries; or

          (c)   transfer any of its properties or assets to the Borrower or any
     of its Subsidiaries.

     The preceding restrictions shall not apply to encumbrances or restrictions
     existing under or by reason of:

          (i)   this Agreement and the other Loan Documents;

          (ii)  the Senior Subordinated Notes Indenture, the Senior Subordinated
     Notes due 2009 and the "Subsidiary Guarantees" (as defined in the Senior
     Subordinated Notes Indenture);

          (iii) applicable law, rule, regulation or order;

          (iv)  any instrument governing Indebtedness or Capital Stock of a
     Person acquired by the Borrower or any of its Subsidiaries as in effect at
     the time of such acquisition (except to the extent such Indebtedness or
     Capital Stock was incurred in connection with or in contemplation of such
     acquisition), which encumbrance or restriction is not applicable to any
     Person, or the properties or assets of any Person, other than the Person,
     or the property or assets of the Person, so acquired; provided that, in the
     case of Indebtedness, such Indebtedness was permitted by the terms of this
     Agreement to be incurred;

          (v)   customary non-assignment provisions in leases entered into in
     the ordinary course of business and consistent with past practices;






                                       15

<PAGE>

          (vi)   purchase money obligations (including Capitalized Lease
     Obligations) for property acquired in the ordinary course of business that
     impose restrictions only on that property of the nature described in clause
     (c) above;

          (vii)  contracts for the sale of assets, including without limitation
     any agreement for the sale or other disposition of a Subsidiary of the
     Borrower that restricts distributions by such Subsidiary pending its sale
     or other disposition;

          (viii) Liens securing Indebtedness otherwise permitted to be incurred
     under the provisions of Section 6.3 that limit the right of the debtor to
     dispose of the assets subject to such Liens;

          (ix)   provisions with respect to the disposition or distribution of
     assets or property in joint venture agreements, assets sale agreements,
     stock sale agreements and other similar agreements entered into in the
     ordinary course of business; and

          (x)    restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business."

     (y)  Section 7(f) of the Credit Agreement is restated in its entirety to
read as follows:

          "(f)   The Borrower or any other Obligor shall (i) default in any
     payment of principal or interest, regardless of the amount, due in respect
     of any (A) Indebtedness (other than the Obligations), issued under the same
     indenture or other agreement, if the original principal amount of
     Indebtedness covered by such indenture or agreement is $1,000,000 or
     greater, (B) Indebtedness (other than the Obligations) aggregating
     $5,000,000 or greater, (C) any Guarantee Obligation with respect to an
     amount of $1,000,000 or greater or (D) Guarantee Obligations aggregating
     $5,000,000 or greater, in each case set forth in clauses (A)-(D) beyond the
     period of grace, if any, provided in the instrument or agreement under
     which such Indebtedness or Guarantee Obligation was created, and whether or
     not such default has been waived by the holders of such Indebtedness or
     Guarantee Obligation; or (ii) default in the observance or performance of
     any other material agreement or condition relating to any such Indebtedness
     or Guarantee Obligation or contained in any instrument or agreement
     evidencing, securing or relating thereto, or any other event shall occur or
     condition exist, the effect of which default or other event or condition is
     to cause, or to permit the holder or holders of such Indebtedness or
     beneficiary or beneficiaries of such Guarantee Obligation (or a trustee or
     agent on behalf of such holder or holders or beneficiary or beneficiaries)
     to cause, with the giving of notice if required, such Indebtedness to
     become due prior to its stated maturity or such Guarantee Obligation to
     become payable or such Indebtedness to be required to be defeased or
     purchased; or (iii) any payment default under a Non-Recourse Financing
     shall have occurred and be continuing; or (iv) any default under the Senior
     Subordinated Notes Indenture shall have occurred and be continuing; or"

     (z)  Schedule 6.4 to the Credit Agreement is amended by adding "Arizona
Radio, Inc.", "Aspen FM, Inc." and "Las Tres Campanas Television, Inc." to the
list of Sunset Subsidiaries.

                                       16

<PAGE>

     SECTION 2. Conditions Precedent. This Amendment shall become effective as
                --------------------
of the date first set forth above upon receipt by the Agent of the following, in
each case in form and substance satisfactory to the Agent:

     (a)  this Amendment, duly executed by the Borrower and consented to by the
Majority Revolving Loan Lenders;

     (b)  evidence of the Guarantors' consent to this Amendment, substantially
in the form of Exhibit A hereto;

     (c)  amendments to the Security Agreement, the Guarantor Security
Agreements and such other Loan Documents as the Agent shall request to reflect
revised Article 9 of the California Commercial Code;

     (d)  an amendment fee in an amount equal to 0.25% of the Aggregate
Commitment of each Revolving Loan Lender that provided its written consent to
this Amendment on or before March 4, 2002, which fee shall be payable, on a pro
rata basis to each such Lender;

     (e)  repayment in full of all principal and interest on the Term B Loans;

     (f)  evidence that the Borrower has successfully completed its issuance of
$225,000,000 of Senior Subordinated Notes due 2009, including a copy of the
final offering statement for such issuance;

     (g)  a copy of the fully executed Senior Subordinated Notes Indenture and
each Subsidiary Guarantee (as defined therein);

     (h)  a Guarantee executed by Las Tres Campanas Television, Inc. and such
other agreements, instruments, approvals or documents as required pursuant to
Section 5.11 of the Credit Agreement;

     (i)  an opinion of Borrower's counsel as to the authorization, execution
and enforceability of this Amendment, and the enforceability of the Credit
Agreement, as amended by this Amendment;

     (j)  copies of any and all opinions rendered by Foley & Lardner to the
underwriters in connection with the issuance of the Senior Subordinated Notes
due 2009;

     (k)  a letter from Foley & Lardner with regard to the pending arbitration
with Interep National Radio Sales, Inc.;

     (l)  evidence of the Borrower's compliance with Section 6.4 of the Credit
Agreement in connection with the dissolution of Vista Outdoor Advertising, Inc.
(N.J.); and

     (m)  such other approvals, opinions, evidence and documents as any Lender,
through the Agent, may reasonably request; and the Agent's reasonable
satisfaction as to all legal matters incident to this Amendment.

                                       17

<PAGE>

     SECTION 3. Conditions Subsequent. It shall be a condition to the continued
                ---------------------
effectiveness of this Amendment that the Agent receive the following, in each
case in form and substance satisfactory to the Agent:

     (a)  Within sixty days after the Second Amendment Effective Date (but in
any event prior to June 1, 2002), Control Agreements executed by the depository
and the Borrower and/or its Subsidiaries, with respect to each deposit and
securities account of the Borrower and/or its Subsidiaries designated by the
Agent.

     (b)  Within thirty days after the Second Amendment Effective Date, revised
schedules to the Credit Agreement, the Security Agreement and the Guarantor
Security Agreements updating such schedules to remove obsolete information and
make other non-material changes, it being understood that the Agent and the
Lenders shall be entitled to rely on the existing schedules until such time as
the revised schedules are delivered.

     (c)  Within forty-five days after the Second Amendment Effective Date,
copies of (i) the Limited Liability Company Notice (as defined in the Security
Agreement) appropriately completed and delivered by the Borrower to
Lotus/Entravision Reps LLC and (ii) the Limited Liability Company Acknowledgment
(as defined in the Security Agreement) duly executed by Lotus/Entravision Reps
LLC.

     SECTION 4. Reference to and Effect on the Credit Agreement and the Other
                -------------------------------------------------------------
Loan Documents. Upon the effectiveness of this Amendment, each reference in the
--------------
Credit Agreement to "this Agreement," "hereunder," "hereof," "herein" or words
of like import referring to the Credit Agreement, and each reference in the
other Loan Documents to "the Credit Agreement," "thereunder," "thereof,"
"therein" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement, as amended hereby.

     (a)  Except as specifically amended herein, the Credit Agreement and all
other Loan Documents are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed.

     (b)  The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of the Agent or the Lenders
under the Credit Agreement or any other Loan Documents, nor constitute a waiver
of any provision of the Credit Agreement or any other Loan Documents, except as
specifically set forth herein.

     (c)  The is Amendment shall constitute a "Loan Document".

     SECTION 5. Representations and Warranties. The Borrower hereby represents
                ------------------------------
and warrants, for the benefit of the Lenders and the Agent, as follows:

     (a)  General Representations. (i) The Borrower has all requisite power and
          -----------------------
authority under applicable law and under its charter documents to execute,
deliver and perform this Amendment and each other document, instrument or
agreement executed in connection herewith (each an "Amendment Document"), and to
perform the Credit Agreement as amended hereby; (ii) all actions, waivers and
consents (corporate, regulatory and otherwise) necessary or appropriate for the
Borrower to execute, deliver and perform each Amendment Document, and to

                                       18

<PAGE>

perform the Credit Agreement as amended hereby, have been taken and/or
received; (iii) each Amendment Document, and the Credit Agreement, as amended by
this Amendment, constitute the legal, valid and binding obligation of the
Borrower enforceable against it in accordance with the terms hereof; (iv) the
execution, delivery and performance of each Amendment Document, and the
performance of the Credit Agreement, as amended hereby, will not (a) violate or
contravene any material Requirement of Law, (b) result in any material breach or
violation of, or constitute a material default under, any agreement or
instrument by which the Borrower or any of its property may be bound, or (c)
result in or require the creation of any Lien upon or with respect to any
properties of the Borrower, whether such properties are now owned or hereafter
acquired; (v) the representations and warranties contained in the Credit
Agreement and the other Loan Documents are correct in all material respects on
and as of the date of this Amendment, before and after giving effect to the
same, as though made on and as of such date; and (vi) no Default has occurred
and is continuing.

     (b)  Representations Regarding Certain Mexican Subsidiaries. Television de
          ------------------------------------------------------
California, S. de R.L. de C.V. ("TeleCal") is a 99.9% owned Subsidiary of CFN
(CFN, in turn, is 99.9% owned by Entravision LLC, and Entravision LLC, in turn,
is a wholly-owned Subsidiary of the Borrower). Tele Nacional, S. de R.L. de C.V.
("TeleNacional") is a 99.9% owned Subsidiary of Televisora Alco, S.A. de C.V.
(Entravision LLC, in turn, owns 39.9978% of Televisora Alco, S.A. de C.V.).
TeleNacional holds the broadcast license for XHAS-TV and TeleCal conducts sales
on behalf of XHAS-TV. As of the date hereof, the Borrower's total investment in
TeleCal and TeleNacional is, in the aggregate, not more that $5,000,000.

     (c)  Representations regarding the Acquisition of Las Tres Campanas
          --------------------------------------------------------------
Television, Inc. On or about August, 2001, the Borrower purchased all of the
---------------
shares of Las Tres Campanas Television, Inc. ("Las Tres Campanas") and in
connection therewith assumed a note in the principal amount of $262,500 made by
Las Tres Campanas in favor of Henry F. Jojola, Mary C. Jojola and Steven C.
Jojola. Las Tres Campanas previously assigned to Entravision Holdings, LLC two
low power broadcast stations, KELV-LP, Las Vegas, Nevada and KNTL-LP, Las Vegas,
Nevada, as consideration for the Borrower's assumption of the note. Las Tres
Campanas currently has no assets.

     (d)  Representations regarding WUNI. As of the date hereof, all non-Media
          ------------------------------
License assets associated with WUNI are held by the Borrower and all Media
Licenses associated with WUNI are held by Entravision 27. The WUNI Seller Note
has been paid in full and all Liens in connection therewith have been released.

     (e)  Representations Regarding Acquisitions. Attached hereto as Exhibit B
          --------------------------------------
is a list of all Acquisitions consummated by the Borrower or any Subsidiary
(other than Acquisitions consummated pursuant to Section 6.7(b)) from and
including the Closing Date, to but excluding the date hereof, including in each
case a description of the asset acquired, the date of consummation and the
Consideration paid.

     SECTION 6. Execution in Counterparts. This Amendment may be executed in any
                -------------------------
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a

                                       19

<PAGE>

signature page to this Amendment by telecopier shall be effective as delivery of
a manually executed counterpart of this Amendment.

     SECTION 7. Governing Law. This Amendment shall be governed by, and
                -------------
construed and interpreted in accordance with, the laws of the State of
California (without reference to its choice of law rules).

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by their proper and duly authorized officers as of the
day and year first above written.

                              ENTRAVISION COMMUNICATIONS
                              CORPORATION


                              By:       /s/ Walter F. Ulloa
                              Name:     Walter F. Ulloa
                                   ---------------------------------------------
                              Title:    Chairman and CEO
                                    --------------------------------------------


                              UNION BANK OF CALIFORNIA, N.A., as
                              Arranging Agent and as a Lender


                              By:       /s/ Matthew H. Fleming
                              Name:     Matthew H. Fleming
                                   ---------------------------------------------
                              Title:    Assistant Vice President
                                    --------------------------------------------

                                       20

<PAGE>

                                                                       Exhibit A
                                                                       ---------

                               GUARANTORS' CONSENT
                               -------------------

     Each of the undersigned is a "Guarantor" under that certain Subsidiary
Guarantee dated as of September 26, 2000, June 14, 2001, December 20, 2001 or
January 18, 2002 (each a "Guarantee") made by the undersigned in favor of Union
                          ---------
Bank of California, N.A., as Arranging Agent (the "Agent") for the benefit of
                                                   -----
the lenders referred to below, which Guarantee was delivered pursuant to that
certain Credit Agreement dated as of September 26, 2000 among Entravision
Communications Corporation (the "Borrower"), the lenders referred to therein,
                                 --------
and the Agent, as amended by a First Amendment to Credit Agreement dated as of
March 23, 2001 (said Agreement, as so amended, herein called the "Credit
                                                                  ------
Agreement").
---------

          In connection herewith, the Credit Agreement is being amended by that
certain Second Amendment as of even date herewith (the "Amendment"). Each
                                                        ---------
Guarantor hereby acknowledges that it has received a copy of the Amendment. Each
Guarantor hereby consents to the Amendment, and hereby confirms and agrees that
the Guarantee to which it is a party is and shall continue to be in full force
and effect and is hereby ratified and confirmed in all respects except that, on
and after the effective date of the Amendment, each reference in the Guarantee
to "the Credit Agreement," "thereunder," "thereof," "therein" or words of like
import referring to the Credit Agreement shall mean and be a reference to the
Credit Agreement, as amended by the Amendment.

     Dated as of March 29, 2002

                                            LOS CEREZOS TELEVISION COMPANY, a
                                            Delaware corporation
                                            LATIN COMMUNICATIONS GROUP INC., a
                                            Delaware corporation
                                            COMERCIALIZADORA FRONTERA
                                            NORTE, S. DE R.L. DE C.V., a Mexican
                                            corporation
                                            26 DE MEXICO S.A. DE C.V., a Mexican
                                            corporation
                                            ENTRAVISION SAN DIEGO, INC., a
                                            California corporation
                                            THE COMMUNITY BROADCASTING
                                            COMPANY OF SAN DIEGO,
                                            INCORPORATED, a California
                                            corporation
                                            LATIN COMMUNICATIONS INC., a
                                            Delaware corporation
                                            VEA ACQUISITION CORP., a Delaware
                                            corporation
                                            LATIN COMMUNICATIONS EXCL INC., a
                                            Delaware corporation
                                            EXCL HOLDINGS, INC., an Illinois
                                            corporation

<PAGE>

                                            EXCL COMMUNICATIONS, INC., an
                                            Illinois corporation
                                            MERIDIAN COMMUNICATIONS
                                            COMPANY, a Nevada corporation
                                            SEXTANT BROADCASTING COMPANY, a
                                            Nevada corporation
                                            NORTE BROADCASTING OF COLORADO,
                                            INC., an Illinois corporation
                                            SUR BROADCASTING OF COLORADO,
                                            INC., an Illinois corporation
                                            SUR BROADCASTING OF NEW MEXICO,
                                            INC., a New Mexico corporation
                                            NORTE BROADCASTING OF NEW MEXICO,
                                            INC., a New Mexico corporation
                                            METRO MIX, INC., an Illinois
                                            corporation
                                            RADIO EXITO, INC., a Nevada
                                            corporation
                                            PACIFICO BROADCASTING, INC., a
                                            California corporation
                                            SUR BROADCASTING, INC., a California
                                            corporation
                                            NORTE BROADCASTING, INC., a
                                            California corporation
                                            EMBARCADERO MEDIA, INC., a Delaware
                                            corporation
                                            PORTLAND RADIO INC., a Washington
                                            corporation
                                            RIVERSIDE RADIO, INC., a California
                                            corporation
                                            EMI SACRAMENTO RADIO, INC., a
                                            California corporation
                                            EMI LOS ANGELES RADIO, INC., a
                                            California corporation
                                            NORTE BROADCASTING OF NEVADA,
                                            INC., a Nevada corporation
                                            Z-SPANISH MEDIA CORPORATION, a
                                            Delaware corporation
                                            NEW WNDZ, INC., an Indiana
                                            corporation
                                            NEWKKSJ, INC., a California
                                            corporation
                                            PERSONAL ACHIEVEMENT RADIO, INC., a
                                            Delaware corporation
                                            KPPC RADIO, INC., a California
                                            corporation
                                            KZLZ BROADCASTING, INC., an Arizona
                                            corporation
                                            KZFO BROADCASTING, INC., a
                                            California corporation

<PAGE>

                                   KZPZ BROADCASTING, INC., an Arizona
                                   corporation
                                   KZPZ LICENSE CORPORATION, an Arizona
                                   corporation
                                   KZMS BROADCASTING, INC., a California
                                   corporation
                                   KZST BROADCASTING, INC., a California
                                   corporation
                                   KTLR BROADCASTING, INC., a Texas
                                   corporation
                                   KZSL BROADCASTING, INC., a California
                                   corporation
                                   KHZZ BROADCASTING, INC., a California
                                   corporation
                                   WLQY BROADCASTING, INC., a Delaware
                                   corporation
                                   GLENDALE BROADCASTING, INC., an
                                   Arizona corporation
                                   WZCO BROADCASTING, INC., an Illinois
                                   corporation
                                   WRZA BROADCASTING, INC., an Illinois
                                   corporation
                                   KZCO BROADCASTING, INC., a California
                                   corporation
                                   OROVILLE RADIO, INC., a California
                                   corporation
                                   VISTA MEDIA GROUP, INC., a Delaware
                                   corporation
                                   VISTA OUTDOOR ADVERTISING, INC.
                                   (N.Y.), a Delaware corporation
                                   VISTA OUTDOOR ADVERTISING, INC.
                                   (CAL.), a Delaware corporation
                                   VISTA MEDIA GROUP OF NEW YORK,
                                   INC., a Delaware corporation
                                   SEABOARD OUTDOOR ADVERTISING CO.,
                                   INC., a New York corporation
                                   SALE POINT POSTERS, INC., a New York
                                   corporation


                                   By:  /s/ Walter F. Ulloa
                                       --------------------------
                                   Name: Walter F. Ulloa
                                   Title: Chairman and Chief Executive Officer

<PAGE>

                              ENTRAVISION COMMUNICATIONS
                              COMPANY, L.L.C., a Delaware limited
                              liability company


                              By: /s/ Walter F. Ulloa
                                 ------------------------------------
                              Name: Walter F. Ulloa
                              Title: Managing Member


                              ENTRAVISION HOLDINGS, LLC, a
                              California limited liability company


                              By: /s/ Walter F. Ulloa
                                  -----------------------------------
                              Name: Walter F. Ulloa
                              Title: Chairman and Chief Executive Officer


                              ENTRAVISION COMMUNICATIONS OF
                              MIDLAND, LLC, a Delaware limited liability
                              company


                              By: /s/ Walter F. Ulloa
                                  -----------------------------------
                              Name: Walter F. Ulloa
                              Title: Chairman and Chief Executive Officer


                              ENTRAVISION MIDLAND HOLDINGS,
                              LLC, a Delaware limited liability company


                              By: /s/ Walter F. Ulloa
                                  -----------------------------------
                              Name: Walter F. Ulloa
                              Title: Chairman and Chief Executive Officer

<PAGE>

                               ENTRAVISION, L.L.C., a Delaware
                               limited liability company


                               By: /s/ Walter F. Ulloa
                                   ---------------------------------------------
                               Name: Walter F. Ulloa
                               Title: Chairman and Chief Executive Officer


                               ENTRAVISION-EL PASO, L.L.C., a Delaware
                               limited liability company


                               By: /s/ Walter F. Ulloa
                                   ---------------------------------------------
                               Name: Walter F. Ulloa
                               Title: Chairman and Chief Executive Officer


                               KLNZ LICENSE COMPANY, LLC, a
                               Delaware limited liability company


                               By: /s/ Walter F. Ulloa
                                   ---------------------------------------------
                               Name: Walter F. Ulloa
                               Title: Chairman and Chief Executive Officer


                               ASPEN FM, INC., a Colorado corporation

                               By: /s/ Walter F. Ulloa
                                   ---------------------------------------------
                               Name: Walter F. Ulloa
                                    --------------------------------------------
                               Title: Chairman and CEO
                                     -------------------------------------------


                               ENTRAVISION-TEXAS LIMITED
                               PARTNERSHIP, a Texas limited partnership

                               By:   ENTRAVISION-TEXAS G.P., LLC, a
                                     Delaware limited liability company
                               Its:  General Partner

                                     By: /s/ Walter F. Ulloa
                                         ---------------------------------------
                                     Name: Walter F. Ulloa
                                     Title: Chairman and Chief Executive
                                     Officer

<PAGE>

                              ENTRAVISION-TEXAS G.P., LLC, a
                              Delaware limited liability company


                              By: /s/ Walter F. Ulloa
                                  --------------------------------------------
                              Name: Walter F. Ulloa
                              Title: Chairman and Chief Executive Officer

                              ENTRAVISION-TEXAS L.P., INC., a
                              Delaware corporation


                              By: /s/ Walter F. Ulloa
                                 ---------------------------------------------
                              Name: Walter F. Ulloa
                              Title: Chairman and Chief Executive Officer


                              ARIZONA RADIO, INC., a Delaware
                              corporation


                              By: /s/ Walter F. Ulloa
                                  -------------------------------------------
                              Name: Walter F. Ulloa
                                    -----------------------------------------
                              Title: Chairman and CEO
                                     ----------------------------------------

<PAGE>

                                                                       EXHIBIT B

                              LIST OF ACQUISITIONS

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
           Acquiror                       Description of Acquired Asset               Date of      Consideration
           --------                       -----------------------------               -------      -------------
                                                                                   Acquisition          Paid
                                                                                   -----------         ----
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                              <C>              <C>
  Entravision Communications    Assets of Radio Station KXGM-FM, Muenster, Texas    January 29,       $29,875,000
         Corporation                                                                   2001
-------------------------------------------------------------------------------------------------------------------
  Entravision Communications     Assets of Television Station KWWB-LP, Gunlock,     March 16,            $100,000
         Corporation                                  Utah                             2001
-------------------------------------------------------------------------------------------------------------------
  Entravision Communications    Stock of Arizona Radio, Inc. (Owner of Assets of     June 14,         $10,000,000
         Corporation                Radio Station KDVA-FM, Buckeye, Arizona)           2001
-------------------------------------------------------------------------------------------------------------------
  Entravision Communications          Assets of Television Station WJAL-TV,         August 14,        $10,300,000
         Corporation                          Hagarstown, Maryland                     2001
-------------------------------------------------------------------------------------------------------------------
  Entravision Communications     Assets of Television Stations KNVV-LP (formerly    November 5,        $1,300,000
         Corporation               KNRV-LP), Reno/Sparks, Nevada and KNCV-LP,          2001
                                               Carson City, Nevada
-------------------------------------------------------------------------------------------------------------------
  Entravision Communications     Assets of Television Station W62CC, Melbourne,     December 11,         $200,000
         Corporation                                 Florida                           2001
-------------------------------------------------------------------------------------------------------------------
  Entravision Communications     Assets of Television Station KTFA-TV (formerly     January 7,        $18,000,000
         Corporation                        KKWB-TV), El Paso, Texas                  2002
-------------------------------------------------------------------------------------------------------------------
  Entravision Communications      Assets of Television Station KCRP-LP, Corpus      January 16,          $300,000
         Corporation                             Christi, Texas                       2002
-------------------------------------------------------------------------------------------------------------------
  Entravision Communications       Stock of Aspen FM, Inc. (Owner of Assets of      January 18,           $57,750
         Corporation                 Radio Station KPVW-FM, Aspen, Colorado)          2002
-------------------------------------------------------------------------------------------------------------------
  Entravision Communications      52.5% interests in each of Vista Television,      March 22,         $3,923,928
         Corporation               Inc.(Owner of Assets of Television Station         2002
                                  KHAX, Channel 49, San Diego, California) and
                                  Channel Fifty Seven, Inc. (Owner of Assets of
                                 Television Station KTCD, Channel 46, San Diego,
                                                   California)
-------------------------------------------------------------------------------------------------------------------
</TABLE>


</TEXT>
</DOCUMENT>
</SUBMISSION>
