<SUBMISSION>
<ACCESSION-NUMBER>0000898430-02-002313
<TYPE>S-4
<PUBLIC-DOCUMENT-COUNT>13
<FILING-DATE>20020612
<FILER>
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<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>S-4
<ACT>33
<FILE-NUMBER>333-90302
<FILM-NUMBER>02677023
</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>S-4
<SEQUENCE>1
<FILENAME>ds4.txt
<DESCRIPTION>FORM S-4
<TEXT>
<PAGE>

     As filed with the Securities and Exchange Commission on June 12, 2002

                                                    Registration No. 333-
================================================================================
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                                   FORM S-4
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

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

                          ENTRAVISION COMMUNICATIONS
                                 CORPORATION*
            (Exact Name of Registrant as Specified in Its Charter)

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

<TABLE>
<S>                             <C>                          <C>
           Delaware                         4833                 95-4783236
(State or Other Jurisdiction of (Primary Standard Industrial  (I.R.S. Employer
Incorporation or Organization)  Classification Code Number)  Identification No.)
</TABLE>

    2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404
                                (310) 447-3870
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

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

                                Walter F. Ulloa
                     Chairman and Chief Executive Officer
    2425 Olympic Boulevard, Suite 6000 West, Santa Monica, California 90404
                                (310) 447-3870
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent for Service)

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

                                   Copy to:

                            Lance Jon Kimmel, Esq.
                                Foley & Lardner
                      2029 Century Park East, 35th Floor
                         Los Angeles, California 90067
                      (310) 277-2223; Fax: (310) 557-8475

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

* The companies listed on the next page are also included in this Registration
Statement on Form S-4 as additional registrants and, together with Entravision
Communications Corporation (the "Registrant") are referred to collectively as
the "Registrants."

 Approximate Date of Commencement of Proposed Sale to the Public:  As soon as
  practicable from time to time after the effective date of this Registration
                                  Statement.
   If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_] __________
   If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________
   If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]

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

                        CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>
<CAPTION>
                                                              Proposed          Proposed
                                                Amount         Maximum           Maximum
          Title of Each Class of                to be      Offering Price       Aggregate        Amount of
        Securities to be Registered           Registered  Per Unit/Share(1) Offering Price(1) Registration Fee
--------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>               <C>               <C>
8 1/8% Senior Subordinated Notes due 2009... $225,000,000        100%         $225,000,000         $20,700
--------------------------------------------------------------------------------------------------------------
Guarantees of the 8 1/8% Senior Subordinated
  Notes due 2009(2).........................                                                         (3)
--------------------------------------------------------------------------------------------------------------
Total....................................... $225,000,000        100%         $225,000,000         $20,700
--------------------------------------------------------------------------------------------------------------
</TABLE>
--------------------------------------------------------------------------------
(1) Estimated solely for purpose of calculating the registration fee in
    accordance with Rule 457(f) under the Securities Act of 1933.
(2) All subsidiary guarantors are wholly-owned subsidiaries of the Registrant,
    and each has guaranteed the notes being registered.
(3) Pursuant to Rule 457(n) under the Securities Act, no separate fee is
    payable with respect to the guarantees being registered hereunder.

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

   The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended (the "Securities Act"), or until this
Registration Statement shall become effective on such date as the Securities
and Exchange Commission (the "Commission"), acting pursuant to said Section
8(a), may determine.

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

<PAGE>

                       TABLE OF ADDITIONAL REGISTRANTS*

   The following subsidiaries of Entravision Communications Corporation may
guarantee the 8 1/8% Senior Subordinated Notes due 2009 and are additional
registrants under this Registration Statement:

<TABLE>
<CAPTION>
                                                                                I.R.S. Tax
                                                              Jurisdiction of Identification
               Name of Additional Registrants                    Formation        Number
               ------------------------------                 --------------- --------------
<S>                                                           <C>             <C>
Entravision-Texas Limited Partnership........................     Texas         75-3010492
Entravision Communications Company, L.L.C....................    Delaware       95-4566568
Los Cerezos Television Company...............................    Delaware       52-1189716
The Community Broadcasting Company of San Diego, Incorporated   California      33-0459185
Arizona Radio, Inc...........................................    Delaware       88-0305822
Latin Communications Inc.....................................    Delaware       13-3803229
EMI Sacramento Radio, Inc....................................   California      94-3203998
EMI Los Angeles Radio, Inc...................................   California      94-3204573
Portland Radio, Inc..........................................   Washington      94-1535545
Sextant Broadcasting Company.................................     Nevada        74-2863309
Metro Mix, Inc...............................................    Illinois       77-0312419
Norte Broadcasting, Inc......................................   California      77-0396152
Norte Broadcasting of Colorado, Inc..........................    Illinois       84-1331211
Norte Broadcasting of Nevada, Inc............................     Nevada        77-0528415
Norte Broadcasting of New Mexico, Inc........................   New Mexico      85-0443591
Pacifico Broadcasting, Inc...................................   California      77-0396144
Radio Exito, Inc.............................................     Nevada        95-4042631
Sur Broadcasting, Inc........................................   California      77-0396146
Sur Broadcasting of Colorado, Inc............................    Illinois       84-1331212
SUR Broadcasting of New Mexico, Inc..........................   New Mexico      85-0443590
New WNDZ, Inc................................................    Indiana        94-3304925
WZCO Broadcasting, Inc.......................................    Illinois       68-0383575
WRZA Broadcasting, Inc.......................................    Illinois       94-3408168
KZLZ Broadcasting, Inc.......................................    Arizona        86-0763314
KZFO Broadcasting, Inc.......................................   California      68-0297991
KZPZ Broadcasting, Inc.......................................    Arizona        86-0765958
KZMS Broadcasting, Inc.......................................   California      68-0302619
KZST Broadcasting, Inc.......................................   California      91-1859740
KHZZ Broadcasting, Inc.......................................   California      68-0418529
WLQY Broadcasting, Inc.......................................    Delaware       68-0425099
Glendale Broadcasting, Inc...................................    Arizona        68-0448527
Vista Media Group, Inc.......................................    Delaware       95-4649086
Vista Media Group of New York, Inc...........................    Delaware       95-4787923
Seaboard Outdoor Advertising Co., Inc........................    New York       11-1749041
Sale Point Posters, Inc......................................    New York       11-1843539
Vista Outdoor Advertising, Inc. (N.Y.).......................    Delaware       22-3588067
Vista Outdoor Advertising, Inc. (CAL.).......................    Delaware       33-0809347
Entravision-Texas L.P., Inc..................................    Delaware       04-3589346
Entravision San Diego, Inc...................................   California      33-0921979
Aspen FM, Inc................................................    Colorado       91-0253467
Latin Communications Group Inc...............................    Delaware       13-4006852
VEA Acquisition Corp.........................................    Delaware       36-3831904
Latin Communications EXCL Inc................................    Delaware       13-3903913
EXCL Holdings, Inc...........................................    Illinois       36-3835795
EXCL Communications, Inc.....................................    Illinois       36-3837414
</TABLE>

                                      1

<PAGE>

<TABLE>
<CAPTION>
                                                                I.R.S. Tax
                                              Jurisdiction of Identification
         Name of Additional Registrants          Formation        Number
         ------------------------------       --------------- --------------
   <S>                                        <C>             <C>
   Embarcadero Media, Inc....................    Delaware       94-3085344
   Riverside Radio, Inc......................   California      94-4439507
   Meridian Communications Company...........     Nevada        68-0337137
   Z-Spanish Media Corporation...............    Delaware       68-0415278
   NEWKKSJ, Inc..............................   California      94-3304924
   Personal Achievement Radio, Inc...........    Delaware       77-0413668
   KPPC Radio, Inc...........................   California      22-2504898
   KZPZ License Corporation..................    Arizona        68-0403986
   KZCO Broadcasting, Inc....................   California      68-0353419
   Oroville Radio, Inc.......................   California      94-2184949
   KTLR Broadcasting, Inc....................     Texas         74-2801790
   KZSL Broadcasting, Inc....................   California      52-2152716
   Entravision-Texas G.P., LLC...............    Delaware       04-3589346
   Entravision Communications Of Midland, LLC    Delaware       75-2745798
   Entravision, L.L.C........................    Delaware       95-4635405
   Entravision-El Paso, L.L.C................    Delaware       95-4635149
   Vista Television, Inc.....................   California      33-0622519
   Channel Fifty Seven, Inc..................   California      33-0637781
</TABLE>
--------
*  The address for each of the additional Registrants is 2425 Olympic
   Boulevard, Suite 6000 West, Santa Monica, California 90404, telephone number
   (310) 447-3870. The primary standard industrial classification number for
   each of the additional Registrants is 4833.

                                      2

<PAGE>

The information in this prospectus is not complete and may be changed. We may
not complete the Exchange Offer and issue these securities until the
Registration Statement filed with the Commission is effective. This prospectus
is not an offer to sell securities and it is not soliciting an offer to buy
these securities in any state where the offer is not permitted.


                  Subject to completion, dated June 12, 2002

PROSPECTUS

                                 $225,000,000

[LOGO] Entravision Communications Corporation


                    Entravision Communications Corporation

                                Exchange Offer
                                      for
                   8 1/8% Senior Subordinated Notes due 2009

   We hereby offer to exchange $225,000,000 aggregate principal amount of our
8 1/8% Senior Subordinated Notes due 2009, which have been registered under the
Securities Act, for $225,000,000 aggregate principal amount of our outstanding
8 1/8% Senior Subordinated Notes due 2009.

   The Exchange Offer will expire at 5:00 p.m., New York City time, on
      , 2002 (the 20/th/ business day following the date of this prospectus),
unless we extend the Exchange Offer, in our sole and absolute discretion.

   There is no existing public market for our outstanding 8 1/8% Senior
Subordinated Notes due 2009 or the registered 8 1/8% Senior Subordinated Notes
due 2009. We do not intend to list the registered 8 1/8% Senior Subordinated
Notes due 2009 on any securities exchange or seek approval for quotation
through any automated trading system.

    See "Risk Factors" beginning on page 15 for a discussion of information
that you should consider prior to tendering your outstanding old notes for
exchange.

   NEITHER THE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                           , 2002

<PAGE>

                          FORWARD-LOOKING STATEMENTS

   This prospectus contains forward-looking statements, including statements
concerning our expectations of future revenue, expenses, the outcome of our
growth and acquisition strategy and the projected growth of the Hispanic
population in the U.S. Forward-looking statements often include words or
phrases such as "will likely result," "expect," "will continue," "anticipate,"
"may," "estimate," "intend," "plan," "project," "outlook," "seek" or similar
expressions. These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of which are
beyond our control, are difficult to predict and could cause actual results to
differ materially from those expressed in the forward-looking statements.
Factors which could cause actual results to differ from expectations include
those discussed under the heading "Risk Factors" below. Our results of
operations may be adversely affected by one or more of these factors. These
factors do not include all factors which might affect our business and
financial condition. We caution you not to place undue reliance on these
forward-looking statements, which reflect our management's view only as of the
date of this prospectus.

   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 prospectus. We do not
intend, and undertake no obligation, to update any forward-looking statement.

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

                                  MARKET DATA

   Market data and other statistical information used throughout this
prospectus are based on independent industry publications, government
publications, reports by market research firms or other published independent
sources. Some data are also based on our good faith estimates, which are
derived from our review of internal surveys, as well as the independent sources
listed above. Although we believe that these sources are reliable, we have not
independently verified the information and cannot guarantee its accuracy and/or
completeness.

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

   You should rely only upon the information contained in this prospectus. We
have not authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should
not rely on it. We are not making an offer of these securities in any
jurisdiction where the offer is not permitted. You should assume the
information appearing in this prospectus is accurate only as of the date on the
front cover of this prospectus. Our business, financial condition, results of
operations and prospects may have changed since that date.

                                      i

<PAGE>

                                    SUMMARY

   This summary highlights information contained elsewhere in this prospectus.
It does not contain all the information you may consider important in making
your investment decision. Therefore, you should read the entire prospectus
carefully including, in particular, "Risk Factors" and the financial statements
and related notes incorporated herein by reference. Unless otherwise noted, the
terms "Entravision," "we," "our" and "us" refer to Entravision Communications
Corporation and our subsidiaries. Unless specified, all financial information
in this prospectus is information regarding us and our consolidated
subsidiaries.

                                  THE COMPANY

   We are a diversified Spanish-language media company with a unique portfolio
of television, radio, outdoor advertising and publishing assets, reaching
approximately 80% of all Hispanics in the U.S.

  .  Television.  We own and/or operate 38 primary television stations in
     growing Hispanic markets that are located primarily in the southwestern
     U.S., including the U.S./Mexican border markets. We are the largest
     Univision Communications Inc. ("Univision")-affiliated television group,
     owning Univision-affiliated stations in 21 of the top 50 Hispanic markets
     in the U.S.

  .  Radio.  We own and/or operate 56 radio stations in 25 markets, 54 of which
     are located in the top 50 Hispanic markets in the U.S.

  .  Outdoor Advertising.  We own and operate approximately 11,200 advertising
     faces located primarily in high-density Hispanic communities in Los
     Angeles and New York.

  .  Publishing.  We own El Diario/la Prensa, the oldest major Spanish-language
     daily newspaper in the U.S.

   For the three month period ended March 31, 2002, we generated total
broadcast cash flow of $12.2 million, of which 64%, 33%, 1% and 2% was
generated from our television, radio, outdoor advertising and publishing
divisions, respectively. For the year ended December 31, 2001, we generated
total broadcast cash flow of $66.1 million, of which 53%, 34%, 10% and 3% was
generated from our television, radio, outdoor advertising and publishing
divisions, respectively.

   Our strategy is to continue to improve the revenue growth of and cash flow
from our media properties by strengthening our position in existing markets and
expanding into new markets with significant Hispanic populations. We believe
that the favorable demographics of the Hispanic population in the U.S. and the
rapid increase in advertising targeting Hispanics provide significant
opportunities for growth. In addition, we believe that we have a competitive
advantage due to our strategic relationship with Univision and our ability to
realize synergies by owning television and radio stations in the same market.

   As a result of the successful ongoing implementation of our strategy, we
have achieved impressive growth:

  .  From 1999 to 2001, net revenue grew at a compound annual rate of 88.2%
     from $59 million to $208.9 million.

  .  From 1999 to 2001, broadcast cash flow grew at a compound annual rate of
     69.7% from $22.9 million to $66.1 million.

  .  From 1999 to 2001, EBITDA grew at a compound annual rate of 71.6% from
     $17.1 million to $50.4 million.


                                      1

<PAGE>

                        THE HISPANIC MARKET OPPORTUNITY

   Our media assets target the most densely-populated and fastest-growing
Hispanic markets in the U.S. We operate media properties in 12 of the 15
highest-density Hispanic markets in the U.S. In addition, among the top 25
Hispanic markets in the U.S., we operate media properties in 12 of the 15
fastest growing markets. We believe that targeting the Hispanic market will
translate into strong growth for the foreseeable future for the following
reasons:

  .  The overall Hispanic population is growing at approximately seven times
     the rate of the non-Hispanic population in the U.S.

  .  Approximately 68% of all Hispanics in the U.S. speak Spanish at home. This
     percentage is expected to remain relatively constant through 2020.

  .  Buying power of the Hispanic population in the U.S. is expected to
     increase significantly, rising from total consumer expenditures of
     approximately $444 billion in 2000 to an estimate in excess of $1 trillion
     by 2010.

  .  We believe that the demographic profile of the Hispanic audience makes it
     attractive to advertisers and that the larger size and younger age of
     Hispanic households lead Hispanics to spend more per household on many
     categories of goods and services.

  .  Nearly $2.2 billion of total advertising expenditures in the U.S. were
     placed in Spanish-language media in 2001, of which approximately 84% was
     placed in Spanish-language television and radio advertising.

                               BUSINESS STRATEGY

   We seek to increase our advertising revenue through the following strategies:

  .  Continue to Capitalize on Univision's Premier Programming.  We are the
     largest Univision-affiliated television group for Univision's primary
     network, as well as its second network, Telefutura, which was launched in
     January 2002. Univision's primary network is the most-watched television
     network (English- or Spanish-language) among Hispanic households,
     capturing approximately a 78% market share of the U.S. Spanish-language
     prime time audience as of March 2002. Univision makes its networks'
     Spanish-language programming available to our television stations 24 hours
     a day, including a prime time schedule on its primary network of
     substantially all first-run programming throughout the year. Univision
     owns approximately 31% of our common stock and is a key source of our
     programming through network affiliation agreements with its primary
     network expiring in 2021.

  .  Benefit from Favorable Rating Trends.  During 2001, we substantially
     increased our audience share in key markets for both television and radio.
     In the latest February 2002 sweeps, we were rated the #1 Spanish-language
     television station in all of our subscriber markets and, in five of those
     markets, we were rated the #1 station (English- or Spanish-language)
     during prime time among viewers 18-34 years of age, beating all
     English-language networks, including ABC, NBC, CBS and Fox. We continue to
     benefit from strong ratings in our television group, which has driven our
     above-average industry revenue growth rates. During the past twelve
     months, we implemented substantial improvements to our radio group
     including station upgrades, music reformatting and key management hires.
     We have been successful in improving our radio operations as achieved in
     the latest Winter 2002 Arbitron book where the shares of our radio group
     (for all our subscriber stations) increased 35% from Winter of 2001. Our
     recent increases in ratings lead us to believe that our radio stations are
     now positioned to generate significant revenue and cash flow going forward.

                                      2

<PAGE>

  .  Capture Internal Growth Opportunities.  We believe that we have many
     opportunities to increase the revenue and cash flow of our media
     properties. First, as our developmental radio and television properties
     mature, we expect significant increases in our operating margins from
     those properties. With strong management expertise and an efficient cost
     infrastructure in place, these stations have the ability to grow revenue
     while controlling costs. Secondly, the 2000 Census data showed that more
     Hispanics reside in many of our markets than previously estimated. As a
     result, we expect corresponding ratings increases that could translate
     into increased revenue. Lastly, a narrowing of the pricing disparity
     between English-language and Spanish-language advertising rates provides
     us with an additional opportunity to grow our revenue. We believe that
     advertisers will spend more dollars on Spanish-language advertising due to
     improved research that more accurately accounts for the Spanish-language
     audience and an increased awareness of the buying power of the Hispanic
     consumer.

  .  Increase In Market Cross-Selling and Cross-Promotion.  Our uniquely
     diversified asset portfolio provides us with a competitive advantage. We
     are one of the only Hispanic media companies that has the ability to
     provide advertisers with attractive media packages which combine
     television, radio, outdoor advertising and publishing in targeting the
     Hispanic consumer. In addition, by leveraging our assets in the same
     market, we create revenue synergies from cross-promotion and cost
     synergies from sharing cost infrastructures. In 2001, we began the process
     of combining our television and radio operations to create synergies and
     achieve cost savings and are continuing that process in 2002. Currently,
     we operate some combination of television, radio, outdoor advertising and
     publishing in 13 markets.

  .  Successfully Execute Our Business Plan Through Our Strong Management
     Expertise.  We believe that we have one of the most experienced management
     teams in the industry. We are led by our co-founder, Chairman and Chief
     Executive Officer, Walter Ulloa, our co-founder, President and Chief
     Operating Officer, Philip Wilkinson, and our Executive Vice President and
     Chief Financial Officer, Jeanette Tully. Messrs. Ulloa and Wilkinson and
     Ms. Tully, and our strong management team, have an average of more than 20
     years of media experience and together own approximately 24% of our common
     stock.

  .  Target Other Attractive Hispanic Markets and Fill-In Acquisitions.  We
     believe that our knowledge of, and experience with, the Hispanic
     marketplace will enable us to continue to focus on acquisitions in the
     television and radio markets. We believe that our management expertise
     allows us to turn developmental properties into leading media assets
     within their market in a relatively short period of time. For example,
     during the middle of 2001, we launched a television station in each of
     Santa Barbara, California and Midland-Odessa, Texas, both of which
     represented new markets for us. Since their launch, both stations have
     been ranked #1 in prime time among viewers 18-34 years of age, beating all
     English-language networks including ABC, NBC, CBS and Fox.

                                      3

<PAGE>

                        RECENT SIGNIFICANT DEVELOPMENTS

  .  Launch of Univision's Telefutura Network.  On January 14, 2002, we
     launched Univision's Telefutura network in 12 markets where we currently
     operate Univision-affiliated television stations, thereby creating
     duopolies in those markets. Telefutura is a 24 hour general interest
     Spanish-language broadcast network that offers Hispanics a new choice in
     Spanish-language entertainment. We believe that by counter-programming
     traditional Spanish-language broadcast networks, Telefutura will appeal to
     Hispanics who currently watch English-language programming, thereby
     expanding the Spanish television viewing audience. In addition, the
     ability to leverage our existing Univision-affiliated television stations
     in the same markets has allowed us to launch Telefutura with minimal
     incremental costs.

  .  Conversion of $37.5 Million Note Payable into Common Stock.  In February
     2002, we retired a $37.5 million note held by Berlwood Two, Ltd., as
     assignee, with approximately 3.6 million shares of our Class A common
     stock.

  .  Acquisition of KXPK-FM, Denver, Colorado.  On May 1, 2002, we acquired
     certain of the assets of KXPK-FM in Denver, Colorado for approximately
     $47.5 million in cash, plus acquisition costs. Currently, we own two FM
     radio stations and one AM radio station, as well as the Univision- and
     Telefutura-affiliated television stations, serving Denver.

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

                       PENDING SIGNIFICANT TRANSACTIONS

  .  Acquisition of KTCY-FM, Dallas, Texas.  On June 5, 2002, we entered into a
     definitive agreement to acquire substantially all of the assets of KTCY-FM
     in Dallas, Texas, for approximately $35 million in cash. Concurrently with
     the execution of this agreement, we began operating this station under a
     time brokerage agreement.

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

                  Our corporate headquarters are located at:

                    Entravision Communications Corporation
                            2425 Olympic Boulevard
                                Suite 6000 West
                        Santa Monica, California 90404
                                (310) 447-3870

   We operate a number of websites, including www.entravision.com. The
information contained on our websites is not a part of this prospectus.

                                      4

<PAGE>

                              THE EXCHANGE OFFER

Background of the
  Outstanding Notes.........  On March 18, 2002, we issued $225 million
                              aggregate principal amount of our 8 1/8% Senior
                              Subordinated Notes due 2009 (the "Outstanding
                              Notes") to UBS Warburg LLC, Credit Suisse First
                              Boston Corporation, Merrill Lynch, Pierce, Fenner
                              & Smith Incorporated, Fleet Securities, Inc.,
                              Scotia Capital (USA) Inc., BNY Capital Markets,
                              Inc. and TD Securities (USA) Inc. (collectively,
                              the "Initial Purchasers") in transactions not
                              registered under the Securities Act in reliance
                              on exemptions from registration under the
                              Securities Act. The Initial Purchasers then sold
                              the Outstanding Notes to qualified institutional
                              buyers in reliance on Rule 144A under the
                              Securities Act ("Rule 144A") and outside the U.S.
                              to persons in reliance on Regulation S under the
                              Securities Act ("Regulation S"). Because they
                              have been sold in reliance on exemptions from
                              registration, the Outstanding Notes are subject
                              to transfer restrictions. In connection with the
                              issuance of the Outstanding Notes, we entered
                              into an Exchange and Registration Rights
                              Agreement (the "Registration Rights Agreement")
                              with the Initial Purchasers in which we agreed to
                              deliver to you this prospectus and to use our
                              reasonable best efforts to complete the Exchange
                              Offer or to file and cause to become effective a
                              registration statement covering the resale of the
                              Outstanding Notes.

The Exchange Offer..........  We are offering to issue up to $225 million
                              aggregate principal amount of new 8 1/8% Senior
                              Subordinated Notes due 2009 (the "Exchange
                              Notes") in exchange for an identical aggregate
                              principal amount of Outstanding Notes (the
                              "Exchange Offer"). Outstanding Notes may be
                              exchanged only in $1,000 increments. The terms of
                              the Exchange Notes are identical in all material
                              respects to the terms of the Outstanding Notes,
                              except that the Exchange Notes have been
                              registered under the Securities Act. Because we
                              have registered the Exchange Notes, the Exchange
                              Notes will not be subject to transfer
                              restrictions.

Resale of Exchange Notes....  We will issue the Exchange Notes promptly after
                              the expiration of the Exchange Offer. We believe
                              that you may offer, sell or otherwise transfer
                              the Exchange Notes you receive in the Exchange
                              Offer without compliance with the registration
                              and prospectus delivery provisions of the
                              Securities Act provided that:

                              .  you acquire the Exchange Notes you receive in
                                 the Exchange Offer in the ordinary course of
                                 your business;

                              .  you are not engaging in and do not intend to
                                 engage in a distribution of the Exchange Notes;

                              .  you have no arrangement or understanding with
                                 any person to participate in the distribution
                                 of the Exchange Notes issued to you in the
                                 Exchange Offer; and

                              .  you are not an "affiliate" of ours, as that
                                 term is defined in Rule 405 under the
                                 Securities Act.

                                      5

<PAGE>

                              Our belief is based upon interpretations by the
                              staff of the Commission's Division of Corporation
                              Finance (the "Staff"), as set forth in no-action
                              letters to third parties unrelated to us. The
                              Staff has not considered the Exchange Offer in
                              the context of a no-action letter and we cannot
                              assure you that the Staff would make a similar
                              determination with respect to the Exchange Offer.
                              If you do not meet the conditions described
                              above, you may incur liability under the
                              Securities Act if you transfer any Exchange Note
                              without delivering a prospectus meeting the
                              requirements of the Securities Act. We do not
                              assume or indemnify you against that liability.

                              Each broker-dealer issued Exchange Notes in the
                              Exchange Offer for its own account in exchange
                              for Outstanding Notes acquired by the
                              broker-dealer as a result of market-making or
                              other trading activities must acknowledge that it
                              will deliver a prospectus meeting the
                              requirements of the Securities Act in connection
                              with any resale of the Exchange Notes issued in
                              the Exchange Offer. A broker-dealer may use this
                              prospectus for an offer to resell, a resale or
                              other retransfer of the Exchange Notes issued to
                              it in the Exchange Offer. See "Plan of
                              Distribution."

Expiration Date.............  5:00 p.m., New York City time, on             ,
                              2002, unless we extend the Exchange Offer (the
                              "Expiration Date"). It is possible that we will
                              extend the Exchange Offer until all Outstanding
                              Notes are tendered. You may withdraw Outstanding
                              Notes you tendered at any time before 5:00 p.m.,
                              New York City time, on the Expiration Date. See
                              "The Exchange Offer--Expiration Date; Extensions;
                              Amendments."

Withdrawal Rights...........  You may withdraw Outstanding Notes you tendered
                              by furnishing a notice of withdrawal to the
                              Exchange Agent or by complying with the
                              applicable procedures of The Depository Trust
                              Company's ("DTC") Automated Tender Offer Program
                              ("ATOP") system at any time before 5:00 p.m., New
                              York City time, on the Expiration Date. See "The
                              Exchange Offer--Withdrawal of Tenders."

Accrued Interest on the
  Exchange Notes and the
  Outstanding Notes.........  The Exchange Notes will bear interest from the
                              most recent date to which interest has been paid
                              on the Outstanding Notes or, if no interest has
                              been paid on the Outstanding Notes, from March
                              18, 2002.

Conditions to the Exchange
  Offer.....................  The Exchange Offer is subject only to the
                              following conditions:

                              .  it does not violate applicable law or any
                                 applicable interpretation of the staff of the
                                 Commission;

                              .  no action or proceeding shall have been
                                 instituted or threatened in any court or by
                                 any governmental agency which might materially
                                 impair our ability to proceed with the
                                 Exchange Offer, and no material adverse
                                 development shall have occurred in any
                                 existing action or proceeding with respect to
                                 us; and

                              .  all governmental approvals shall have been
                                 obtained, which we deem necessary for the
                                 consummation of the Exchange Offer.

                                      6

<PAGE>

Representations and
  Warranties................  By participating in the Exchange Offer, you
                              represent to us that, among other things:

                              .  any Exchange Notes to be received will be
                                 acquired in the ordinary course of business;

                              .  you have 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 you
                                 are an affiliate, you will comply with the
                                 registration and prospectus delivery
                                 requirements of the Securities Act to the
                                 extent applicable;

                              .  if you are not a broker-dealer, you are not
                                 engaged in, and do not intend to engage in, a
                                 distribution of Exchange Notes;

                              .  if you are a broker-dealer that will receive
                                 Exchange Notes for your own account in
                                 exchange for Outstanding Notes that were
                                 acquired as a result of market-making or other
                                 trading activities, you will deliver a
                                 prospectus in connection with any resale of
                                 such Exchange Notes; and

                              .  you have full power and authority to transfer
                                 the Outstanding Notes in exchange for the
                                 Exchange Notes, and that we will acquire good
                                 and unencumbered title thereto free and clear
                                 of any liens, restrictions, charges or
                                 encumbrances and not subject to any adverse
                                 claims.

Procedures for Tendering
  Outstanding Notes Held in
  the Form of Book-Entry
  Interests.................  The Outstanding Notes were issued as global
                              securities in fully registered form without
                              coupons. Beneficial interests in the Outstanding
                              Notes that are held by direct or indirect
                              participants in DTC are shown on, and transfers
                              of the Outstanding Notes can be made only
                              through, records maintained in book-entry form by
                              DTC with respect to its participants.

                              If you are a holder of an Outstanding Note held
                              in the form of a book-entry interest and you wish
                              to tender your Outstanding Note for exchange
                              pursuant to the Exchange Offer, you must send the
                              Exchange Agent either:

                              .  a properly completed and validly executed
                                 letter of transmittal ("Letter of
                                 Transmittal"); or

                              .  a computer-generated message transmitted by
                                 means of DTC's ATOP system that, when received
                                 by the Exchange Agent, will form a part of a
                                 confirmation of book-entry transfer in which
                                 you acknowledge and agree to be bound by the
                                 terms of the Letter of Transmittal.

                                      7

<PAGE>

                              The Exchange Agent must also receive prior to the
                              expiration of the Exchange Offer either:

                              .  a timely confirmation of book-entry transfer
                                 of your Outstanding Notes into the Exchange
                                 Agent's account at DTC; or

                              .  the documents necessary for compliance with
                                 the guaranteed delivery procedures described
                                 below.

                              For more information, see "The Exchange
                              Offer--Procedures for Tendering."

Procedures for Tendering
  Certificated Outstanding
  Notes.....................  If you are a holder of book-entry interests in
                              the Outstanding Notes, you are entitled to
                              receive, in limited circumstances, in exchange
                              for your book-entry interests, certificated notes
                              that are in equal principal amounts to your
                              book-entry interests. See "Description of the
                              8 1/8% Senior Subordinated Notes due
                              2009--Book-Entry, Delivery and Form." No
                              certificated notes are issued and outstanding as
                              of the date of this prospectus. If you acquire
                              certificated Outstanding Notes before the
                              expiration of the Exchange Offer, you must tender
                              your certificated Outstanding Notes in accordance
                              with the procedures described in this prospectus.
                              See "The Exchange Offer--Outstanding Notes Held
                              in Certificated Form."

Tenders by Beneficial Owners  If you are a beneficial owner whose Outstanding
                              Notes are registered in the name of a broker,
                              dealer, commercial bank, trust or other nominee
                              and wish to tender those Outstanding Notes in the
                              Exchange Offer, please contact the registered
                              holder as soon as possible and instruct them to
                              tender on your behalf and comply with the
                              instructions in this prospectus.

Guaranteed Delivery
  Procedures................  If you are unable to comply with the procedures
                              for tendering, you may tender your Outstanding
                              Notes according to the guaranteed delivery
                              procedures described in this prospectus. See "The
                              Exchange Offer--Guaranteed Delivery Procedures."

Acceptance of Outstanding
  Notes and Delivery of
  Exchange Notes............  If the conditions described under the heading
                              "The Exchange Offer--Conditions" are satisfied,
                              we will accept for exchange any and all
                              Outstanding Notes that are properly tendered
                              before the Expiration Date. If we close the
                              Exchange Offer, the Exchange Notes will be
                              delivered promptly following the Expiration Date.
                              Otherwise, we will promptly return any
                              Outstanding Notes tendered.

Federal Income Tax
  Considerations............  See "Certain U.S. Federal Income Tax
                              Considerations" for a discussion of U.S. federal
                              income tax considerations you should consider
                              before tendering Outstanding Notes in the
                              Exchange Offer.

                                      8

<PAGE>

Consequences of Failure
  to Exchange...............  If you do not participate in the Exchange Offer,
                              upon completion of the Exchange Offer, the
                              liquidity of the market for your Outstanding
                              Notes could be adversely affected. See "The
                              Exchange Offer--Participation in the Exchange
                              Offer; Untendered Notes."

Exchange Agent..............  Union Bank of California, N.A. is serving as
                              Exchange Agent for the Exchange Offer. The
                              address of the Exchange Agent is listed under the
                              heading "The Exchange Offer--Exchange Agent."

                                      9

<PAGE>

                              THE EXCHANGE NOTES

   The form and terms of the Exchange Notes to be issued in the Exchange Offer
are the same as the form and terms of the Outstanding Notes, except that the
Exchange Notes will be registered under the Securities Act and, accordingly,
will not bear legends restricting their transfer. The Exchange Notes issued in
the Exchange Offer will evidence the same debt as the Outstanding Notes, and
both the Outstanding Notes and the Exchange Notes are governed by the same
Indenture.

Issuer......................  Entravision Communications Corporation.

Securities Offered..........  $225 million aggregate principal amount of 8 1/8%
                              Senior Subordinated Notes due 2009.

Maturity....................  March 15, 2009.

Interest....................  The Exchange Notes will bear interest at the rate
                              of 8 1/8% per year, payable semi-annually, in
                              arrears, on March 15 and September 15 of each
                              year, commencing on September 15, 2002.

Guarantees..................  The Exchange Notes will be unconditionally
                              guaranteed on a senior subordinated basis by each
                              of our existing and future domestic Restricted
                              Subsidiaries, other than our special purpose
                              license subsidiaries.

Ranking.....................  The Exchange Notes and the related guarantees are
                              general unsecured senior subordinated
                              obligations. Accordingly, they will rank:

                              .  behind all of our and our guarantors' future
                                 senior debt;

                              .  equally with all of our and our guarantors'
                                 future unsecured senior subordinated
                                 obligations that do not expressly provide that
                                 they are subordinated to the Exchange Notes;
                                 and

                              .  ahead of any of our and our guarantors' future
                                 debt that expressly provides that it is
                                 subordinated to the Exchange Notes.

                              Upon completion of this offering, the Exchange
                              Notes and the guarantees will be subordinated to
                              approximately $35 million of senior debt. None of
                              our debt having an equal ranking with the
                              Exchange Notes and the related guarantees, or
                              which is subordinate to the Exchange Notes and
                              the related guarantees, is outstanding as of the
                              date of this prospectus.

Optional Redemption.........  On or after March 15, 2006, we may redeem some or
                              all of the Exchange Notes at any time at the
                              redemption prices listed under the heading
                              "Description of the 8 1/8% Senior Subordinated
                              Notes due 2009--Optional Redemption."

                              Prior to March 15, 2005, we may redeem up to 35%
                              of the Exchange Notes with the proceeds of
                              qualified equity offerings at the redemption
                              price listed under the heading "Description of
                              the 8 1/8% Senior Subordinated Notes due
                              2009--Optional Redemption."

                                      10

<PAGE>

Mandatory Offer to Repurchase If we sell certain assets or experience specific
                              types of changes in control, we must offer to
                              repurchase the Exchange Notes at the prices
                              listed under the heading "Description of the
                              8 1/8% Senior Subordinated Notes due
                              2009--Repurchase at the Option of Holders."

Certain Covenants...........  The Indenture governing the Exchange Notes will,
                              among other things, limit our ability and the
                              ability of our subsidiaries to:

                              .  incur or guarantee additional indebtedness;

                              .  pay dividends or distributions on, or redeem
                                 or repurchase, capital stock;

                              .  make investments;

                              .  issue or sell capital stock of subsidiaries;

                              .  engage in transactions with affiliates;

                              .  incur liens;

                              .  transfer or sell assets; and

                              .  consolidate, merge or transfer all or
                                 substantially all of our assets.

                              For more information, see "Description of the
                              8 1/8% Senior Subordinated Notes due 2009."

Use of Proceeds.............  We will not receive any proceeds upon the
                              completion of the Exchange Offer. See "Use of
                              Proceeds."

Exchange Offer;
  Registration Rights.......  On March 12, 2002, we and our subsidiary
                              guarantors entered into a Registration Rights
                              Agreement with the Initial Purchasers pursuant to
                              which we have agreed to use our reasonable best
                              efforts to:

                              .  file a registration statement within 90 days
                                 after the issue date of the Outstanding Notes
                                 enabling the holders of the Outstanding Notes
                                 to exchange the Outstanding Notes for
                                 registered notes with identical terms;

                              .  cause the registration statement to become
                                 effective within 150 days after the issue date
                                 of the Outstanding Notes;

                              .  consummate the Exchange Offer within 30
                                 business days after the effective date of the
                                 registration statement for the Exchange Notes;
                                 and

                              .  file a shelf registration for the resale of
                                 the Outstanding Notes if we cannot effect an
                                 Exchange Offer and in certain other
                                 circumstances.

                              If we do not comply with certain of our
                              obligations under the Registration Rights
                              Agreement, we have agreed to pay Liquidated
                              Damages. See "Description of the 8 1/8% Senior
                              Subordinated Notes due 2009--Registration Rights;
                              Liquidated Damages."

                                      11

<PAGE>

Absence of Established
  Market for the Notes......  We do not intend to apply for the Exchange Notes
                              to be listed on any securities exchange or to
                              arrange for any quotation system to quote them.
                              The Initial Purchasers have advised us that they
                              intend to make a market for the Exchange Notes,
                              but they are not obligated to do so. The Initial
                              Purchasers may discontinue any market making in
                              the Exchange Notes or any new notes issued in
                              exchange for the Outstanding Notes at any time in
                              their sole discretion. Accordingly, we cannot
                              assure you that a liquid market will develop for
                              the Outstanding Notes or any Exchange Notes
                              issued in exchange for the Outstanding Notes.

                                 RISK FACTORS

   This investment involves risks. Before you invest in the Notes, you should
carefully consider the matters set forth under the heading "Risk Factors" and
all other information contained in this prospectus.

                                      12

<PAGE>

                       SUMMARY HISTORICAL FINANCIAL DATA

   The following table contains summary historical financial data derived from
our audited financial statements for each of the fiscal years for the three
year period ended December 31, 2001 and the unaudited financial statements for
the three month periods ended March 31, 2002 and 2001. The summary financial
data set forth in the following table should be read in conjunction with our
audited financial statements and the related notes incorporated herein by
reference.

<TABLE>
<CAPTION>
                                                                                                Three Month
                                                                                               Period Ended
                                                               Year Ended December 31,           March 31,
                                                           -------------------------------  ------------------
                                                             2001        2000       1999      2002      2001
                                                           --------  -----------  --------  --------  --------
                                                                          (dollars in thousands)
<S>                                                        <C>       <C>          <C>       <C>       <C>
Statement of Operations Data:
   Net revenue:
      Television.......................................... $ 91,902  $    82,417  $ 56,846  $ 24,021  $ 19,829
      Radio...............................................   65,479       43,338     2,153    14,788    12,976
      Outdoor and publishing..............................   51,527       28,266        --    10,319    11,149
                                                           --------  -----------  --------  --------  --------
   Total net revenue......................................  208,908      154,021    58,999    49,128    43,954

   Operating, selling, general and administrative
     expenses (excluding non-cash stock-based
     compensation)........................................  142,832       97,587    36,052    36,905    33,132
   Corporate expenses.....................................   15,636       12,741     5,809     3,715     3,540
   Non-cash stock-based compensation(1)...................    3,243        5,822    29,143       981       959
   Depreciation and amortization..........................  120,017       69,238    15,982     6,616    30,587
                                                           --------  -----------  --------  --------  --------
      Operating income (loss).............................  (72,820)     (31,367)  (27,987)      911   (24,264)

   Interest expense, net..................................  (20,978)     (23,916)   (9,591)   (6,597)   (6,164)
   Non-cash interest expense relating to related-party
     beneficial conversion options(2).....................       --      (39,677)   (2,500)       --        --
   Other income...........................................    4,977           --        --        --        --
   Income tax benefit.....................................   22,999        2,934       121     1,100    10,881
   Equity in net income (loss) of nonconsolidated
     affiliates...........................................       27         (214)       --       (18)       --
                                                           --------  -----------  --------  --------  --------
      Net loss before cumulative effect of a change in
        accounting principle..............................  (65,795)     (92,240)  (39,957)   (4,604)  (19,547)
   Cumulative effect of a change in accounting
     principle, net of taxes of $13,420(3)................       --           --        --   (46,171)       --
                                                           --------  -----------  --------  --------  --------
      Net loss............................................  (65,795)     (92,240)  (39,957)  (50,775)  (19,547)
   Accretion of preferred stock redemption value..........   10,117        2,449        --     2,449     1,421
                                                           --------  -----------  --------  --------  --------
   Net loss applicable to common stock.................... $(75,912) $   (94,689) $(39,957) $(53,224) $(20,968)
                                                           ========  ===========  ========  ========  ========
   Net loss per share, basic and diluted.................. $  (0.66) $     (0.27)           $  (0.45) $  (0.18)
                                                           ========  ===========            ========  ========
   Proforma net loss applicable to common stock(4)........           $   (88,785) $(37,579)
                                                                     ===========  ========
   Proforma net loss per share, basic and diluted(4)......           $     (1.34) $  (1.16)
                                                                     ===========  ========

Other Financial Data:
   Broadcast cash flow(5)................................. $ 66,076  $    56,434  $ 22,947  $ 12,223  $ 10,822
   EBITDA(5)..............................................   50,440       43,693    17,138     8,508     7,282
   Cash interest expense..................................   20,946       29,526     9,690     3,947     6,498
   Capital expenditures...................................   28,941       23,675    12,825     5,904     8,274
   Cash flows from (used in) operating activities.........   11,998       10,608     6,128     9,586    (1,228)
   Cash flows used in investing activities................  (63,733)  (1,002,300)  (59,063)  (31,003)  (30,378)
   Cash flows from financing activities...................    1,524    1,058,559    51,631    21,669     1,066
</TABLE>

                                      13

<PAGE>

<TABLE>
<CAPTION>
                                                  As of December 31,          As of March 31,
                                            ------------------------------ ---------------------
                                               2001       2000      1999      2002       2001
                                            ---------- ---------- -------- ---------- ----------
                                                           (dollars in thousands)
<S>                                         <C>        <C>        <C>      <C>        <C>
Balance Sheet Data:
   Cash and cash equivalents............... $   19,013 $   69,224 $  2,357 $   19,265 $  138,684
   Intangible assets, including goodwill...  1,268,351  1,255,386  152,387  1,232,940  1,251,731
   Total assets............................  1,535,517  1,560,493  205,017  1,497,645  1,515,915
   Total long-term debt, including current
     portion...............................    252,769    254,947  167,306    241,213    255,023
   Total stockholders' equity..............    987,395  1,055,377   28,011    977,877  1,036,551
</TABLE>
--------
(1) Non-cash stock-based compensation consists primarily of compensation
    expense relating to stock awards granted to our employees and consultants
    and vesting of the intrinsic value of unvested options exchanged in our
    acquisition of Z-Spanish Media Corporation in 2000.

(2) Represents non-cash interest expense charges related to the estimated
    intrinsic value of the conversion options contained in our convertible
    subordinated note to Univision.

(3) The cumulative effect of a change in accounting principles relates to our
    adoption of Statement of Financial Accounting Standards ("SFAS") No. 142,
    "Goodwill and Other Intangible Assets". See "Selected Historical Financial
    Data" for information regarding the effects of our adoption of SFAS No. 142.

(4) Pro forma net loss applicable to common stock and pro forma basic and
    diluted loss per share give effect to our conversion from a limited
    liability company to a corporation for federal and state income tax
    purposes and assume that we were subject to corporate income taxes at an
    effective combined federal and state income tax rate of 40% before the
    effect of amortization of non-tax deductible goodwill, non-cash stock-based
    compensation and non-cash interest expense for each period presented.

(5) Broadcast cash flow means net revenue less operating, selling, general and
    administrative expenses. EBITDA means broadcast cash flow less corporate
    expenses. Although broadcast cash flow and EBITDA are not measures of
    performance as determined in accordance with accounting principles
    generally accepted in the U.S., we believe that they are comparable to the
    data provided by other companies in the broadcast industry, and are useful
    to an investor as a measure of performance and comparison in our industry.
    However, broadcast cash flow and EBITDA should not be construed as an
    alternative to operating income 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. Moreover, the way in which we calculate broadcast cash flow and
    EBITDA may differ from that of companies reporting similarly named measures.

                                      14

<PAGE>

                                 RISK FACTORS

   Investing in our securities involves a significant degree of risk. You
should carefully consider the following risk factors and all the other
information contained in this prospectus or incorporated by reference before
investing in our securities. If any of the following risks actually occurs, our
business, financial condition and results of operations could suffer, in which
case the trading price of our securities may decline.

   References in the following section to the "Notes" refer to both the
Outstanding Notes and the Exchange Notes, unless specifically stated otherwise.

Risks Related To Our Business

  We have a history of losses that if continued into the future could adversely
  affect the market price of our securities and our ability to raise capital.

   We had net losses of approximately $19.5 million and $50.8 million for the
three month periods ended March 31, 2001 and 2002, respectively, and
approximately $40 million, $92.2 million and $65.8 million for the years ended
December 31, 1999, 2000 and 2001, respectively. In addition, we had pro forma
net losses of $37.6 million and $86.3 million for the years ended December 31,
1999 and 2000, respectively, and net losses applicable to common stock of $21
million and $53.2 million for the three month periods ended March 31, 2001 and
2002, respectively, and approximately $94.7 million and $75.9 million for the
years ended December 31, 2000 and 2001, respectively. We believe that losses
may continue while we pursue our acquisition strategy. If we cannot generate
profits in the future, it could adversely affect the market price of our
securities, which in turn could adversely affect our ability to raise
additional equity capital or to incur additional debt.

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

   In the competitive broadcasting industry, the success of each of our
television and radio stations is primarily dependent upon its share of the
overall advertising revenue within its market. Although we believe that each of
our stations can compete effectively in its broadcast area, we cannot be sure
that any of our stations can maintain or increase its current audience ratings
or market share, or that advertisers will not decrease the amount they spend on
advertising.

   Shifts in population, demographics, audience tastes and other factors beyond
our control could cause us to lose market share. Our stations also compete for
audiences and advertising revenue directly with other television and radio
stations, and some of the owners of those competing stations have greater
resources than we do. If a competing station converts to a format similar to
that of one of our stations, or if one of our competitors strengthens its
operations, our stations could suffer a reduction in ratings and advertising
revenue.

   Additionally, we believe that advertising is a discretionary business
expense, meaning that spending on advertising may decline during an economic
recession or downturn. Consequently, a recession or downturn in the U.S.
economy or the economy of an individual geographic market in which we own or
operate stations could adversely affect our advertising revenue and, therefore,
our results of operations.

   We do not obtain long-term commitments from our advertisers, and advertisers
may cancel, reduce or postpone orders without penalty. Cancellations,
reductions or delays in purchases of advertising could adversely affect our
revenue, especially if we are unable to replace such purchases. Our expense
levels are based, in part, on expected future revenue and are relatively fixed
once set. Therefore, unforeseen fluctuations in advertising sales could
adversely impact our operating results.


                                      15

<PAGE>

  Our growth depends on successfully executing our acquisition strategy.

   One of our strategies is to supplement our internal growth by acquiring
media properties that complement or augment our existing markets. This growth
has placed, and may continue to place, significant demands on our management,
working capital and financial resources. We may be unable to identify or
complete acquisitions for many reasons, including:

  .  competition among buyers;

  .  the need for regulatory approvals, including Federal Communications
     Commission ("FCC") and antitrust approvals;

  .  the high valuations of media properties; and

  .  we may be required to raise additional financing and our ability to do so
     is limited by the terms of our debt instruments, which may prevent future
     acquisitions and have a material adverse effect on our ability to grow
     through acquisitions.

   In addition, we experienced significant growth during 2001, primarily due to
our acquisitions. Therefore, we do not expect to experience the same rate of
growth in 2002.

  If we cannot successfully integrate our recent and future acquisitions, it
  could decrease our revenue and/or increase our costs.

   To integrate our recent and future acquisitions, we may need to:

  .  integrate and improve operations and systems and the management of a
     station or group of stations;

  .  retain key management and personnel of acquired properties;

  .  successfully merge corporate cultures and business processes;

  .  realize sales efficiencies and cost reduction benefits; and

  .  operate successfully in markets in which we may have little or no prior
     experience.

   Future acquisitions by us could result in the following consequences:

  .  dilutive issuances of equity securities;

  .  incurrence of debt and contingent liabilities;

  .  impairment of goodwill and other intangibles;

  .  other acquisition-related expenses; and

  .  acquired stations may not increase our broadcast cash flow or yield other
     anticipated benefits.

   In addition, after we have completed an acquisition, our management must be
able to assume significantly greater responsibilities, and this in turn may
cause them to divert their attention from our existing operations. We believe
that these challenges are more pronounced when we enter new markets rather than
expand further in existing markets. If we are unable to completely integrate
into our business the operations of the properties that we have recently
acquired or that we may acquire in the future, our revenue could decrease
and/or our costs could increase. In addition, in the event that the operations
of a new station do not meet our expectations, we may restructure or write-off
the value of some portion of the assets of the new station.

  If we cannot raise required capital we may have to curtail existing
  operations and our future growth through acquisitions.

   We may require significant additional capital for future acquisitions and
general working capital needs. If our cash flow and existing working capital
are not sufficient to fund future acquisitions and our general working

                                      16

<PAGE>

capital requirements and debt service, we will have to raise additional funds
by selling equity, refinancing some or all of our existing debt or selling
assets or subsidiaries. None of these alternatives for raising additional funds
may be available on acceptable terms to us or in amounts sufficient for us to
meet our requirements. Our failure to obtain any required new financing may
prevent future acquisitions and have a material adverse effect on our ability
to grow through acquisitions.

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

   As of the date of this prospectus, we had approximately $35 million
outstanding under our bank credit facility. We expect to obtain a portion of
our required capital through debt financing that bears or is likely to bear
interest at a variable rate, subjecting us to interest rate risk. A significant
portion of our cash flow from operations will be dedicated to servicing our
debt obligations and our ability to obtain additional financing may be limited.

   We may not have sufficient future cash flow to meet our debt payments, or we
may not be able to refinance any of our debt at maturity. We have pledged
substantially all of our assets to our lenders as collateral. Our lenders could
proceed against the collateral granted to them to repay outstanding
indebtedness if we are unable to meet our debt service obligations. If the
amounts outstanding under our bank credit facility are accelerated, our assets
may not be sufficient to repay in full the money owed to such lenders.

  Univision has significant influence over our business.

   Univision, as the holder of all of our Class C common stock, has significant
influence over material decisions relating to our business, including the right
to elect two of our directors, and the right to approve material decisions
involving our company, including any merger, consolidation or other business
combination, any dissolution of our company and any transfer of the FCC
licenses for any of our Univision-affiliated television stations. Univision's
ownership interest may have the effect of delaying, deterring or preventing a
change in control of our company and may make some transactions more difficult
or impossible to complete without its support.

  Our television ratings and revenue could decline significantly if our
  relationship with Univision or if Univision's success changes in an adverse
  manner.

   If our relationship with Univision changes in an adverse manner, or if
Univision's success diminishes, it could have a material adverse effect on our
ability to generate television advertising revenue on which our television
business depends. Univision's ratings might decline or Univision might not
continue to provide programming, marketing, available advertising time and
other support to its affiliates on the same basis as currently provided.
Additionally, by aligning ourselves closely with Univision, we might forego
other opportunities that could diversify our television programming and avoid
dependence on Univision's television networks. Univision's relationships with
Grupo Televisa, S.A. de C.V. and Corporacion Venezolana de Television, C.A., or
Venevision, are important to Univision's, and consequently our, continued
success.

  Our ongoing success is dependent upon the continued availability of certain
  key employees.

   We are dependent in our operations on the continued availability of the
services of our employees, many of whom are individually key to our current and
future success, and the availability of new employees to implement our
company's growth plans. In particular, we are dependent upon the services of
Walter Ulloa, our Chairman and Chief Executive Officer, and Philip Wilkinson,
our President and Chief Operating Officer. In August 2000, we entered into
five-year employment agreements with Messrs. Ulloa and Wilkinson. The market
for skilled employees is highly competitive, especially for employees in
technical fields. While our compensation programs are intended to attract and
retain the employees required for us to be successful, there can be no
assurance that we will be able to retain the services of all of our key
employees or a sufficient number to execute our plans, nor can there be any
assurances that we will be able to continue to attract new employees as
required.

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  Our officers and directors and stockholders affiliated with them own a large
  percentage of our voting stock.

   As of the date of this prospectus, Messrs. Ulloa and Wilkinson, and Paul
Zevnik, our Secretary, own all of the shares of our Class B common stock, and
have approximately 75% of the combined voting power of our outstanding shares
of common stock. The holders of our Class B common stock are entitled to ten
votes per share on any matter subject to a vote of the stockholders.
Accordingly, Messrs. Ulloa, Wilkinson and Zevnik have the ability to elect each
of the remaining members of our board of directors, other than the two members
of our board of directors appointed by Univision, and have control of all
aspects of our business and future direction. Messrs. Ulloa, Wilkinson and
Zevnik have agreed contractually to elect themselves and a representative of
TSG Capital Fund III, L.P. as directors of our company. This control may
discourage certain types of transactions involving an actual or potential
change of control of our company, such as a merger or sale of our company.

   Consequently, our directors and executive officers, acting in concert, have
the ability to significantly affect the election of our directors and have a
significant effect on the outcome of corporate actions requiring stockholder
approval. Such concentration may also have the effect of delaying or preventing
a change of control of our company.

  Risks associated with terrorism.

   In the event of a terrorist attack on our facilities and properties, we do
not believe that we would be vulnerable to significant or prolonged disruptions
in our ability to broadcast or provide other media services. We do not believe
that, but we do not know whether, our network television programming would be
vulnerable to significant or prolonged disruptions in the event of a terrorist
attack. The effect of any resulting decline in our revenue cannot be determined.

Risks Related to the Television, Radio, Outdoor Advertising and Publishing
Industries

  Our television and radio stations could be adversely affected by changes in
  the advertising market or a recession in the broader U.S. economy.

   Revenue generated by our television and radio stations depends upon the sale
of advertising and is, therefore, subject to various factors that influence the
advertising market for the broadcasting industry as a whole, including:

  .  changes in the financial condition of advertisers, which may reduce their
     advertising budgets;

  .  changes in the tax laws applicable to advertisers; and

  .  changes in the laws governing political advertising.

   We cannot predict which, if any, of these or other factors might have a
significant impact on the advertising revenue of the broadcasting industry in
the future, nor can we predict what specific impact, if any, the occurrence of
these or other events might have on our operations. Generally, advertising
expenditures tend to decline during an economic recession or downturn.
Consequently, our television and radio station revenue is likely to be
adversely affected by a recession or downturn in the U.S. economy or other
events or circumstances that adversely affect advertising activity. Our
operating results in individual geographic markets also could be adversely
affected by local and regional economic downturns. Seasonal revenue
fluctuations are common in the broadcasting industry and result primarily from
fluctuations in advertising expenditures by local retailers and candidates for
political office. Campaign finance reform legislation may restrict the amounts
of money that we earn from political campaign and issue advertising.

                                      18

<PAGE>

  If we are unable to maintain our FCC license for any station, we would have
  to cease operations at that station.

   The success of our television and radio operations depends, in part, on
acquiring and maintaining broadcast licenses issued by the FCC, which are
typically issued for a maximum term of eight years and are subject to renewal.
Our FCC licenses are next subject to renewal at various times between October
1, 2004 and December 1, 2006. Renewal applications submitted by us may not be
approved, and the FCC may impose conditions or qualifications that could
restrict our television and radio operations. In addition, third parties may
challenge our renewal applications. If the FCC were to issue an order denying a
license renewal application or revoking a license, we would be required to
cease operating the broadcast station covered by the license. This could have a
material adverse effect on our operations.

  Our failure to maintain our FCC broadcast licenses could cause a default
  under our bank credit facility and cause an acceleration of our indebtedness.

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

  Displacement of any of our low-power television stations could cause our
  ratings and revenue for any such station to decrease.

   A significant portion of our television stations are licensed by the FCC for
low-power service only. Our low-power television stations operate with far less
power and coverage than our full-service stations. The FCC rules under which we
operate provide that low-power television stations are treated as a secondary
service. In the event that our stations would cause interference to full-power
stations, we are required to eliminate the interference or terminate service.
As a result of the FCC's initiation of digital television service and actions
by Congress to reclaim broadcast spectrum, channels 52-69 previously used for
broadcasting will be cleared and put up for auction generally to wireless
services or assignment to public safety services. The result is that in a few
urban markets where we operate, including Washington, D.C. and San Diego, there
are a limited number of alternative channels to which our low-power television
stations can migrate as they are displaced by full-power broadcasters and
non-broadcast services. If we are unable to move our signals to replacement
channels, we may be unable to maintain the same level of service, which could
harm our ratings and advertising revenue or, in the worst case, cause us to
discontinue operations at those low-power television stations.

  We may have difficulty meeting certain FCC deadlines to comply with the
  required conversion to digital television and such conversion may not result
  in commercial benefit to us unless there is sufficient consumer demand.

   The FCC required U.S. full-service television stations to begin broadcasting
a digital television ("DTV") signal by May 1, 2002. The FCC has allocated an
additional television channel to most such station owners so that each
full-service television station can broadcast a DTV signal on the additional
channel while continuing to broadcast an analog signal on the station's
original channel. As part of the transition from analog to DTV, full-service
television station owners may be required to stop broadcasting analog signals
and relinquish their analog channels to the FCC by 2006 if the market
penetration of DTV receivers reaches certain levels by that time. We expect
that the cost to construct DTV facilities and broadcast both digital and analog
signals for our full-service television stations between 2002 and 2006 will not
be significant.

   Our full-service television stations did not meet the May 1, 2002 deadline
to begin broadcasting a DTV signal. In certain cases, the inability to meet the
deadline resulted from the FCC having not yet granted construction permits
authorizing us to build the facilities necessary to operate on our allocated
DTV channels. Certain of our other full-service television stations have
received construction permits from the FCC, but

                                      19

<PAGE>

were not able to finish construction and begin broadcasting DTV signals before
the May 1, 2002 deadline. The FCC has granted us extensions of time beyond May
1, 2002 to complete construction of DTV facilities for our full-service
television stations that have received construction permits. We intend to
comply with the FCC's DTV requirements during this extension period by
constructing lower-power facilities as permitted by the FCC's rules described
in the next paragraph.

   The FCC recently released rules which allow us to initially satisfy the
obligation to begin broadcasting a DTV signal by broadcasting a signal that
serves, at least, each full-service television station's applicable community
of license. In most instances, this new rule will permit us to temporarily
install DTV facilities of a lower-power level, which will not require the
initial degree of capital investment we had anticipated to meet the
requirements of our stations' DTV authorizations. Our initial cost of
converting the qualifying television stations to DTV, therefore, will be
considerably lower than it would have been if we were required to initially
operate at the full signal strength provided for by our DTV authorizations.

   We intend to explore the most effective use of digital broadcast technology
for each of our stations. We cannot assure you, however, that we will derive
commercial benefits from the development of our digital broadcasting capacity.
Although we believe that proposed alternative and supplemental uses of our
analog and digital spectrum will continue to grow in number, the viability and
success of each proposed alternative or supplemental use of spectrum involves a
number of contingencies and uncertainties. We cannot predict what future
actions the FCC or Congress may take with respect to regulatory control of
these activities or what effect these actions would have on us. There may not
be sufficient consumer demand for DTV services to recover our investment in DTV
facilities.

  Changes in the rules and regulations of the FCC could result in increased
  competition for our broadcast stations that could lead to increased
  competition in our markets.

   Recent and prospective actions by the FCC could cause us to face increased
competition in the future. The changes include:

  .  relaxation of restrictions on the participation by regional telephone
     operating companies in cable television and other direct-to-home audio and
     video technologies;

  .  the establishment of a Class A television service for low-power stations
     that makes such stations primary stations and gives them protection
     against full-service stations;

  .  procedures for licensing low-power FM radio stations that will be designed
     to serve small localized areas and niche audiences;

  .  permission for direct broadcast satellite television to provide the
     programming of traditional over-the-air stations, including local and
     out-of-market network stations; and

  .  elimination or revision of restrictions on cross-ownership (i.e. ownership
     of both television and radio stations in combination with newspapers
     and/or cable television systems in the same market) and caps on the number
     of stations or market share that a particular company may own or control,
     locally or nationally.

   Current FCC rules limit any company from owning interests in multiple
broadcast television stations that collectively reach more than 35% of total
U.S. television households (the "Ownership Cap Rule"). In an opinion issued on
February 19, 2002, the U.S. Court of Appeals for the District of Columbia
determined that the FCC had failed to provide adequate justification for
keeping the Ownership Cap Rule. The FCC must reconsider that action, either
justifying the Ownership Cap Rule's continued existence or modifying the rule.
If the Ownership Cap Rule is terminated or modified, our competitors might
combine with other station groups and become more efficient in their operations
and their ability to attract advertisers.

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<PAGE>

   Also, on April 2, 2002, another panel of the U.S. Court of Appeals for the
District of Columbia ruled that the FCC's rules allowing any company's
ownership of two television stations only in their local markets that have
eight or more other independent "voices," in order to support the FCC's goal of
encouraging diversity of access to the public through the media, was not
supported by sufficient factual data to show that such a goal was being
achieved. It is now up to the FCC to reconsider that decision as well, again by
either justifying such rule's continued existence or modifying the rule. The
FCC had previously established a Media Ownership Working Group in order to
establish solid factual and analytical bases for the FCC's ownership rules. It
is difficult to determine at this time how the recommendations of this group
and subsequent changes in such rules might help or hinder our plans to expand
our ownership of stations in the future.

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

   Pursuant to the "must carry" provisions of the Cable Television Consumer
Protection and Competition Act of 1992 (the "Cable Act"), a broadcaster may
demand carriage on a specific channel on cable systems within its market.
However, the future of those "must carry" rights is uncertain, especially as
they relate to the extent of carriage of DTV stations. The current FCC rules
relate only to the carriage of analog television signals. It is not certain
what, if any, "must carry" rights television stations will have after they make
the transition to DTV. New laws or regulations that eliminate or limit the
scope of our cable carriage rights could have a material adverse impact on our
television operations.

   Our low-power television stations do not have cable "must carry" rights. In
seven markets where we currently hold only a low-power license we may face
future uncertainty with respect to the availability of cable carriage for our
stations in those markets. With the exception of the San Angelo, Texas market,
all of our low-power stations reach a substantial portion of the Hispanic cable
households in their respective markets with their over-the-air broadcasts.

   Under the Cable Act, each broadcast station is required to elect, every
three years, to exercise the right to either require cable television system
operators in their local market to carry their signals, which we refer to as
"must carry" rights, or to prohibit cable carriage or condition it upon payment
of a fee or other consideration. By electing the "must carry" rights, a
broadcaster can demand carriage on a specified channel on cable systems within
its market. These "must carry" rights are not absolute, and under some
circumstances, a cable system may decline to carry a given station. Our
television stations elected "must carry" on local cable systems for the three
year election period which commenced January 1, 2000. The required election
date for the next three year election period commencing January 1, 2003 will be
October 1, 2002. If the law were changed to eliminate or materially alter "must
carry" rights, our business could be adversely affected.

   The FCC is developing rules to govern the obligations of cable television
systems to carry local television stations during and following the transition
from analog to DTV broadcasting. We cannot predict what final rules the FCC
ultimately will adopt or what effect those rules will have on our business.

  The policies of direct broadcast satellite companies may make it more
  difficult for their customers to receive our local broadcast station signals.

   The Satellite Home Viewer Improvement Act of 1999 ("SHVIA") allows direct
broadcast satellite ("DBS") television companies (currently DirecTV and
EchoStar/Dish Network) for the first time to transmit local broadcast
television station signals back to their subscribers in local markets. In
exchange for this privilege, however, SHVIA requires that in television markets
in which a DBS company elects to pick-up and retransmit any local broadcast
station signals, the DBS provider must also offer to its subscribers signals
from all other qualified local broadcast television stations in that market.
This is known as the "carry one/carry all" rule. Our broadcast television
stations in markets for which DBS operators have elected to carry local
stations have sought

                                      21

<PAGE>

to qualify for carriage under this rule, which we expect will increase our
viewership in those markets. The two DBS operators and a satellite broadcasting
trade association have instituted litigation challenging the constitutionality
of SHVIA's carry one/carry all requirements. In June 2001 a federal district
court upheld the constitutionality of the federal law, which decision was
upheld on appeal. We cannot predict the final outcome of such litigation
challenging the constitutionality of the carry one/carry all rule. A problem
has also arisen in the manner in which one of the DBS operators has implemented
the carry one/carry all rule. In order to get signals from all local stations,
including the signals from our stations, EchoStar/Dish Network subscribers were
being required to install a second receiving dish to receive all of the local
stations in some markets. This was an inconvenience for the typical DBS
subscriber and, as a result, limited the size of the viewership for our
stations available only on the "second dish" under the carry one/carry all
rule. The FCC has determined that EchoStar/Dish Network cannot require use of a
second dish for carriage of local signals. EchoStar/Dish Network must implement
alternative methods of complying with its SHVIA obligations. EchoStar/Dish
Network has petitioned the FCC for reconsideration of this decision, and other
parties have asked for review as to whether EchoStar/Dish Network was entitled
to comply by any means other than by placing all television stations on the
same dish. At this time, we cannot predict the outcome of this dispute or its
effect on our stations' ability to reach viewers who subscribe to EchoStar/Dish
Network services.

  We may have difficulty obtaining regulatory approval for acquisitions in our
  existing markets and, potentially, new markets.

   An important part of our growth strategy is the acquisition of additional
television and radio stations. The agencies responsible for enforcing the
federal antitrust laws, the Federal Trade Commission ("FTC") and the Department
of Justice, may investigate certain acquisitions. After the passage of the
Telecommunications Act of 1996, the Department of Justice became more
aggressive in reviewing proposed acquisitions of radio stations. The Department
of Justice has, on several occasions, negotiated settlements, without
initiating litigation, with broadcasters seeking to increase their ownership of
radio stations in specific markets, in which the broadcasters have been
required to divest one or more stations in order to complete a transaction. The
Department of Justice has, in certain cases, examined television and radio
ownership concentrations where a transaction would result in a single entity
controlling more than 40% of the advertising revenue in a particular market or
where, after the transaction, two companies would control more than 70% of the
advertising revenue in a particular market. The Department of Justice has also
in certain cases examined whether a combination would result in undue
concentration in a particular format or in formats appealing to particular
audience demographics.

   We cannot predict the outcome of any specific Department of Justice or FTC
investigation. Any decision by the Department of Justice or FTC to challenge a
proposed acquisition could affect our ability to consummate an acquisition or
to consummate it on the proposed terms. There can be no assurance that the FTC
or Department of Justice will not seek to bar us from acquiring additional
television or radio stations in any market where our existing stations already
have a significant market share.

   Similarly, the FCC staff has adopted procedures to review proposed
broadcasting transactions even if the proposed acquisition otherwise complies
with the FCC's ownership limitations. In particular, the FCC may invite public
comment on proposed transactions that the FCC believes, based on its initial
analysis, may present ownership concentration concerns in a particular local
radio market. The FCC has delayed its approval of numerous proposed television
or radio station purchases by various parties because of market concentration
concerns, and generally will not approve acquisitions when the FTC or
Department of Justice has expressed concentration concerns even if the
acquisition complies with the FCC's numerical station limits. Moreover, in
recent years the FCC has followed a policy of giving specific public notice of
its intention to conduct additional ownership concentration analysis, and
soliciting public comment on "the issue of concentration and its effect on
competition and diversity," with respect to certain applications for consent to
radio station acquisitions based on advertising revenue shares or other
criteria. The FCC has recently expressed their desire to eliminate delays in
the staff's review of transactions that might involve concentration of market
share but are otherwise consistent with the radio ownership limits set forth in
the Communications Act of 1934. It is uncertain at this time what effect this
will have on the FCC's review of future television or radio station sale
applications.

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<PAGE>

   Additionally, the FCC has recently solicited public comment on a variety of
possible changes in the methodology by which it defines a television or radio
"market" and counts stations for purposes of determining compliance with local
ownership restrictions. If adopted, any such changes could limit our ability to
make future acquisitions of radio stations. Moreover, in the same proceeding,
the FCC has announced a policy of deferring, until the rulemaking is completed,
certain pending and future television or radio sale applications which raise
"concerns" about how the FCC counts the number of stations a company may own in
a market. This policy may delay future acquisitions for which we must seek FCC
approval.

  If regulation of outdoor advertising increases, we could suffer decreased
  revenue from our outdoor operations.

   Our outdoor operations are significantly impacted by federal, state and
local government regulation of the outdoor advertising business. These
regulations impose restrictions on, among other things, the location, size and
spacing of billboards. If we are required to remove our existing billboards, or
are unable to construct new billboards or reconstruct damaged billboards, our
outdoor business could be harmed. In addition, we may not receive compensation
for billboards that we may be required to remove in the future.

   Additional regulations may be imposed on outdoor advertising in the future.
Legislation regulating the content of billboard advertisements has been
introduced and passed in Congress from time to time in the past. Additional
regulations or changes in the current laws regulating and affecting outdoor
advertising at the federal, state or local level may harm the results of our
outdoor operations.

  We must respond to the rapid changes in technology, services and standards
  which characterize our industry in order to remain competitive.

   The television and radio broadcasting industry is subject to technological
change, evolving industry standards and the emergence of new media
technologies. We cannot assure you that we will have the resources to acquire
new technologies or to introduce new services that could compete with these new
technologies. Several new media technologies are being developed, including the
following:

  .  audio programming by cable television systems, direct broadcast satellite
     systems, Internet content providers and Internet based audio radio
     services;

  .  satellite digital audio radio service with numerous channels and sound
     quality equivalent to that of compact discs;

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

  .  low power FM radio, which could result in additional FM radio broadcast
     outlets that are designed to serve local interests;

  .  streaming video programming delivered via the Internet;

  .  video-on-demand programming offered by cable television companies; and

  .  digital video recorders with hard-drive storage capacity that offer
     time-shifting of programming and the capability of deleting advertisements
     when playing back the recorded programs.

   We cannot assure you that we will have the resources to acquire new
technologies or to introduce new services that could compete with other new
technologies. We cannot predict the effect, if any, that competition arising
from new technologies or regulatory change may have on the television or radio
broadcasting industry or on our company.

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<PAGE>

  Strikes, work stoppages and slowdowns by our employees could disrupt our
  publishing operations.

   Our publishing business depends to a significant degree on our ability to
avoid strikes and other work stoppages by our employees. The Newspaper and Mail
Deliverers' Union of New York and Vicinity and the Newspaper Guild of New York
represent our publishing employees. Our collective bargaining agreement with
the Newspaper and Mail Deliverers' Union of New York and Vicinity expires on
March 30, 2004. Our collective bargaining agreement with the Newspaper Guild of
New York expires on June 30, 2002. We have had preliminary discussions with the
union and we anticipate that negotiations will commence in the near future.
Future collective bargaining agreements may not be negotiated without service
interruptions, and the results of these negotiations may result in decreased
revenue in our publishing operations.

Risks Related to the Notes

  Our substantial indebtedness could adversely affect our financial position
  and prevent us from fulfilling our obligations under our bank credit facility
  and the Notes.

   Our substantial indebtedness could have important consequences to our
business. For example, it could:

  .  limit our ability to borrow additional amounts for working capital,
     capital expenditures, acquisitions, debt service requirements, execution
     of our growth strategy or other purposes;

  .  require us to dedicate a substantial portion of our cash flow to pay
     principal and interest on our debt, which will reduce the funds available
     for working capital, capital expenditures, acquisitions and other general
     corporate purposes;

  .  limit our flexibility in planning for and reacting to changes in our
     business and our industry that could make us more vulnerable to adverse
     changes in general economic, industry and competitive conditions and
     adverse changes in government regulation; and

  .  place us at a disadvantage compared to our competitors that have less debt.

   Any of the above listed factors could materially adversely affect us.

  If the holders of our Series A mandatorily redeemable convertible preferred
  stock exercise their option to redeem such preferred stock on or after April
  19, 2006, we may not have sufficient funds to do so and we may be in default
  under the terms of our bank credit facility and/or the Notes.

   The holders of a majority of our Series A mandatorily redeemable convertible
preferred stock have the right on or after April 19, 2006 to require us to
redeem any and all of their preferred stock at the original issue price plus
accrued dividends. On April 19, 2006 such redemption price would be
approximately $143.5 million, and would continue to accrue a dividend of 8.5%
per year. If we have sufficient funds under Delaware law to pay but are
prevented from redeeming their preferred stock because of restrictions in the
Indenture and/or the bank credit facility, we would be in violation of the
terms of the Series A mandatorily redeemable convertible preferred stock. In
such event, we may be in default under our bank credit facility and the holders
of the Series A mandatorily redeemable convertible preferred stock may be able
to obtain a judgment against us. Any such judgment may be found to be pari
passu with the claims of the holders of the Notes. In the event a judgment is
obtained and remains unpaid, or the preferred stock is paid in violation of our
bank credit facility or the Indenture, we would be in default under our bank
credit facility and the Notes and we could be obligated to repay the
obligations under our bank credit facility, if accelerated, and the Notes, if
accelerated. We may not have sufficient funds at that time to pay all of our
obligations in such event.

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<PAGE>

  To service our indebtedness, we will require a significant amount of cash.
  Our ability to generate cash depends on many factors beyond our control.

   Our ability to pay the principal of and interest on the Notes, to service
our other debt and to finance indebtedness when necessary depends on our
financial and operating performance, each of which is subject to prevailing
economic conditions and to financial, business, legislative and regulatory
factors and other factors beyond our control.

   There can be no assurance that we will generate sufficient cash flow from
operations or that we will be able to obtain sufficient funding to satisfy all
of our obligations, including the Notes. If we are unable to pay our debts, we
will be required to pursue one or more alternative strategies, such as selling
assets, refinancing or restructuring our indebtedness or selling additional
debt or equity securities. In addition, the ability to borrow funds under our
bank credit facility in the future will depend on our meeting the financial
covenants in the agreements governing this facility, including a minimum
interest coverage test and a maximum leverage ratio test. There can be no
assurance that our business will generate cash flow from operations or that
future borrowings will be available to us under our bank credit facility, in an
amount sufficient to enable us to pay our debt or to fund other liquidity
needs. As a result, we may need to refinance all or a portion of our debt on or
before maturity. However, there can be no assurance that any alternative
strategies will be feasible at the time or prove adequate. Also, some
alternative strategies will require the consent of our lenders before we engage
in those strategies.

  Subordination--Your right to receive payment on the Notes and the guarantees
  is junior to all of our and the guarantors' senior debt.

   The Notes will be general unsecured obligations, junior in right of payment
to all of our existing and future senior debt and that of each guarantor,
including obligations under our bank credit facility. The Notes will not be
secured by any of our or the guarantors' assets, and as such will be
effectively subordinated to any secured debt that we or the guarantors have now
including all of the borrowings under our bank credit facility, or may incur in
the future to the extent of the value of the assets securing that debt.

   In the event that Entravision or a guarantor is declared bankrupt, becomes
insolvent or is liquidated or reorganized, any debt that ranks ahead of the
Notes and the guarantees will be entitled to be paid in full from our assets or
the assets of the guarantors, as applicable, before any payment may be made
with respect to the Notes or the affected guarantees. In any of the foregoing
events, we cannot assure you that we would have sufficient assets to pay
amounts due on the Notes. As a result, holders of the Notes may receive less,
proportionally, than the holders of debt senior to the Notes and the
guarantees. The subordination provisions of the Indenture governing the Notes
also provide that we can make no payment to you during the continuance of
payment defaults on our senior debt, and payments to you may be suspended for a
period of up to 179 days if a nonpayment default exists under our senior debt.

   Upon completion of this offering, the Notes and the guarantees are ranked
junior to approximately $35 million of our senior debt. In addition, the
Indenture governing the Notes and the Credit Agreement permits subject to
specified limitations, the incurrence of additional debt, some or all of which
may be senior debt.

  The Indenture for the Notes and the Credit Agreement contain various
  covenants that limit our management's discretion in the operations of our
  business.

   The Indenture governing the Notes and the Credit Agreement contains various
provisions that limit our ability to:

  .  incur additional debt and issue preferred stock;

                                      25

<PAGE>

  .  pay dividends and make other distributions;

  .  make investments and other restricted payments;

  .  create liens;

  .  sell assets; and

  .  enter into certain transactions with affiliates.

   These restrictions on our management's ability to operate our business in
accordance with its discretion could have a material adverse effect on our
business.

   In addition, our bank credit facility requires that we maintain specific
financial ratios. Events beyond our control could affect our ability to meet
those financial ratios, and there can be no assurance that we will meet them.

   If we default under any financing agreements, our lenders could:

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

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

   Our bank facility and the Indenture under which we issued the Notes also
require us to maintain specific financial ratios. A breach of any of the
covenants contained in our bank credit facility or the Indenture could allow
our lenders to declare all amounts outstanding to be immediately due and
payable.

   If we are unable to pay our obligations to our senior secured lenders, they
could proceed against any or all of the collateral securing our indebtedness to
them. The collateral under our bank credit facility consists of substantially
all of our existing assets. In addition, a breach of certain of these
restrictions or covenants, or an acceleration by our senior secured lenders of
our obligations to them, would cause a default under the Notes. We may not
have, or be able to obtain, sufficient funds to make accelerated payments,
including payments on the Notes, or to repay the Notes in full after we pay our
senior secured lenders to the extent of their collateral.

  Fraudulent Conveyance Matters--Federal and state statutes allow courts, under
  specific circumstances, to void guarantees, subordinate claims in respect of
  the Notes and require our Noteholders to return payments received from
  guarantors.

   Under federal bankruptcy law and comparable provisions of state fraudulent
transfer laws, a guarantee could be voided, or claims in respect of the Notes
or a guarantee could be subordinated to all of our other debts or all other
debts of a guarantor if, among other things, we or the guarantor was insolvent
or rendered insolvent by reason of such incurrence, or we or the guarantor were
engaged in a business or transaction for which our or the guarantors' remaining
assets constituted unreasonably small capital, or we or the guarantor intended
to incur or believed that we or it would incur, debts beyond our or its ability
to pay those debts as they mature. In addition, any payment by us or that
guarantor in accordance with its guarantee could be voided and required to be
returned to us or the guarantor, or to a fund for the benefit of our creditors
or the creditors of the guarantors.

   The measures of insolvency for purposes of these fraudulent transfer laws
will vary depending upon the law applied in any proceeding to determine whether
a fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if the sum of its debts, including contingent liabilities,
were greater than the fair saleable value of all of its assets, or if the
present fair saleable value of its assets were less than the amount that would
be required to pay its probable liability on its existing debts, including
contingent liabilities, as they become absolute and mature, or if it could not
pay its debts as they become due.

                                      26

<PAGE>

   On the basis of historical financial information, recent operating history
and other factors, we believe that we and each guarantor, after giving effect
to its guarantee of the Notes, will not be insolvent, will not have
unreasonably small capital for the business in which we and they are engaged
and will not have incurred debts beyond our or their ability to pay the debts
as they mature. We cannot assure you, however, as to what standard a court
would apply in making these determinations or that a court would agree with our
conclusions.

  You cannot be sure that an active trading market will develop for the Notes.

   There is no established trading market for the Notes. Although the Initial
Purchasers of the Notes have informed us that they currently intend to make a
market in the Notes, the Initial Purchasers have no obligation to do so and may
discontinue making a market at any time without notice.

   We do not intend to apply for listing of the Notes on any securities
exchange.

   The liquidity of any market for the Notes will depend upon the number of
holders of the Notes, our performance, the market for similar securities, the
interest of securities dealers in making a market in the Notes and other
factors. A liquid trading market may not develop for the Notes.

  The trading price of the Notes may be volatile.

   The trading price of the Notes could be subject to significant fluctuation
in response to, among other factors, variations in operating results,
developments in industries in which we do business, general economic
conditions, changes in securities analysts' recommendations regarding our
securities and changes in the market for noninvestment grade securities
generally. This volatility may adversely affect the market price of the Notes.

  We may not have the ability to raise the funds necessary to finance the
  change of control offer required by the Indenture for the Notes and meet
  other obligations in certain other agreements to which we are a party.

   If a change of control occurs, you will have the right to require us to
repurchase any or all of your Notes at a price equal to 101% of the principal
amount thereof, together with any interest we owe you. A change of control may
result in an event of default under our bank credit facility and may cause the
acceleration of the bank credit facility, in which case we will be required to
repay the bank credit facility before we will be able to purchase any of the
Notes. We cannot assure you that we would be able to repay amounts outstanding
under the bank credit facility or obtain necessary consents under the facility
to purchase the Notes. Any requirement to offer to purchase any Notes may
result in our having to refinance our outstanding indebtedness, which we may
not be able to do. In addition, even if we were able to refinance this
indebtedness, the financing may be on terms unfavorable to us. If we fail to
repurchase the Notes tendered for purchase upon the occurrence of a change of
control, the failure will be an event of default under the Indenture governing
the Notes. In addition, the change of control covenant does not cover all
corporate reorganizations, mergers or similar transactions and may not provide
you with protection in a highly leveraged transaction.

   In addition, in the event of a change of control, we are required to make
certain payments to holders of shares of our Series A mandatorily redeemable
convertible preferred stock.

  Your Outstanding Notes will not be accepted for exchange if you fail to
  follow the Exchange Offer procedures.

   We will issue new notes under this Exchange Offer only after a timely
receipt of your Outstanding Notes, a properly completed and duly executed
Letter of Transmittal and all other required documents. Therefore, if you want
to tender your Outstanding Notes, please allow sufficient time to ensure timely
delivery. If we do not receive your Outstanding Notes, Letter of Transmittal
and all other required documents by the Expiration Date of the Exchange Offer,
we will not accept your Outstanding Notes for exchange. We are under no duty to
give

                                      27

<PAGE>

notification of defects or irregularities with respect to the tenders of
Outstanding Notes for exchange. If there are defects or irregularities with
respect to your tender of Outstanding Notes, we will not accept your
Outstanding Notes for exchange.

  If you do not exchange your Outstanding Notes, your Outstanding Notes will
  continue to be subject to the existing transfer restrictions and you may be
  unable to sell your Outstanding Notes.

   We did not register the Outstanding Notes under the Securities Act, nor do
we intend to do so following the Exchange Offer. Outstanding Notes that are not
tendered will therefore continue to be subject to the existing transfer
restrictions and may be transferred only in limited circumstances under the
securities laws. If you do not exchange your Outstanding Notes, you will lose
your right to have your Outstanding Notes registered under the federal
securities laws. As a result, if you hold Outstanding Notes after the Exchange
Offer, you may be unable to sell your Outstanding Notes.

  If you fail to exchange your Outstanding Notes, they will continue to be
  restricted securities and may become less liquid.

   Outstanding Notes that you do not tender or we do not accept will, following
the Exchange Offer, continue to be restricted securities. You may not offer or
sell untendered Outstanding Notes except in reliance on an exemption from, or
in a transaction not subject to, the Securities Act and applicable state
securities laws. We will issue the Exchange Notes in exchange for the
Outstanding Notes pursuant to the Exchange Offer only following the
satisfaction of procedures and conditions described elsewhere in this
prospectus. These procedures and conditions include timely receipt by the
Exchange Agent of the Outstanding Notes and of a properly completed and validly
executed Letter of Transmittal.

   Because we anticipate that most holders of Outstanding Notes will elect to
exchange their notes, we expect that the liquidity of the market for any
Outstanding Notes remaining after the completion of the Exchange Offer may be
substantially limited. Any Outstanding Notes tendered and exchanged in the
Exchange Offer will reduce the aggregate principal amount of the Outstanding
Notes outstanding. Following the Exchange Offer, if you did not tender your
Outstanding Notes you generally will not have any further registration rights
and your Outstanding Notes will continue to be subject to transfer
restrictions. Accordingly, the liquidity of the market for any Outstanding
Notes could be adversely affected.

                                      28

<PAGE>

                              THE EXCHANGE OFFER

Purpose and Effect of the Exchange Offer

   On March 18, 2002, we issued the Outstanding Notes to the Initial Purchasers
in transactions not registered under the Securities Act in reliance on
exemptions from registration under the Securities Act. The Initial Purchasers
then sold the Outstanding Notes to qualified institutional buyers in reliance
on Rule 144A and outside the U.S. to non-U.S. persons in reliance on Regulation
S. Because they have been sold pursuant to exemptions from registration, the
Outstanding Notes are subject to transfer restrictions.

   In connection with the issuance of the Outstanding Notes, we entered into a
Registration Rights Agreement with the Initial Purchasers pursuant to which we
have agreed with the Initial Purchasers that we would:

  .  file a registration statement within 90 days after the issue date of the
     Outstanding Notes enabling the holders of the Outstanding Notes to
     exchange the Outstanding Notes for registered notes with identical terms;

  .  cause the registration statement to become effective within 150 days after
     the issue date of the Outstanding Notes;

  .  consummate the Exchange Offer within 30 business days after the effective
     date of the registration statement for the Exchange Notes; and

  .  file a shelf registration for the resale of the Outstanding Notes if we
     cannot effect an Exchange Offer and in certain other circumstances.

   Our failure to comply with these agreements would result in liquidated
damages being due on the Outstanding Notes. A copy of the Registration Rights
Agreement has been filed as an exhibit to our Quarterly Report on Form 10-Q
(SEC File No. 001-15997), filed with the Commission on May 14, 2002.

   Based on existing interpretations of the Securities Act by the Staff of the
Commission described in several no-action letters to third parties unrelated to
us, and subject to the following sentence, we believe that the Exchange Notes
issued in the Exchange Offer may be offered for resale, resold and otherwise
transferred by their holders, other than broker-dealers or our "affiliates," as
that term is defined in Rule 405 under the Securities Act, without further
compliance with the registration and prospectus delivery provisions of the
Securities Act. However, any holder of Outstanding Notes who is an affiliate of
ours, who is not acquiring the Exchange Notes in the ordinary course of such
holder's business or who intends to participate in the Exchange Offer for the
purpose of distributing the Exchange Notes:

  .  will not be able to rely on the interpretations by the Staff of the
     Commission described in the above-mentioned no-action letters;

  .  will not be able to tender Outstanding Notes in the Exchange Offer; and

  .  must comply with the registration and prospectus delivery requirements of
     the Securities Act in connection with any sale or transfer of the
     Outstanding Notes unless the sale or transfer is made under an exemption
     from these requirements.

   We do not intend to seek our own no-action letter, and there is no assurance
that the Staff of the Commission would make a similar determination regarding
the Exchange Notes as it has in these no-action letters to third parties.

   As a result of the filing and effectiveness of the Registration Statement of
which this prospectus is a part, we will not be required to pay an increased
interest rate on the Outstanding Notes. Following the closing of the Exchange
Offer, holders of Outstanding Notes not tendered will not have any further
registration rights except in limited circumstances requiring the filing of a
shelf registration statement, and the Outstanding Notes will

                                      29

<PAGE>

continue to be subject to restrictions on transfer. Accordingly, the liquidity
of the market for the Outstanding Notes will be adversely affected.

Terms of the Exchange Offer

   Upon the terms and subject to the conditions stated in this prospectus and
in the Letter of Transmittal, we will accept all Outstanding Notes properly
tendered and not withdrawn before 5:00 p.m., New York City time, on the
Expiration Date. After authentication of the Exchange Notes by the trustee or
an authenticating agent, we will issue $1,000 principal amount of Exchange
Notes in exchange for each $1,000 principal amount of Outstanding Notes
accepted in the Exchange Offer.

   By tendering your Outstanding Notes for Exchange Notes in the Exchange Offer
and signing or agreeing to be bound by the Letter of Transmittal, you will
represent to us that:

  .  any Exchange Notes to be received by you will be acquired in the ordinary
     course of your business;

  .  you have 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
     you are an affiliate, you will comply with the registration and prospectus
     delivery requirements of the Securities Act to the extent applicable;

  .  if you are not a broker-dealer, you are not engaged in, and do not intend
     to engage in, a distribution of Exchange Notes;

  .  if you are a broker-dealer that will receive Exchange Notes for your own
     account in exchange for Outstanding Notes that were acquired as a result
     of market-making or other trading activities, you will deliver a
     prospectus in connection with any resale of such Exchange Notes; and

  .  you have full power and authority to transfer the Outstanding Notes in
     exchange for the Exchange Notes and that we will acquire good and
     unencumbered title thereto free and clear of any liens, restrictions,
     charges or encumbrances and not subject to any adverse claims.

   Broker-dealers that are receiving Exchange Notes for their own account must
have acquired the Outstanding Notes as a result of market-making or other
trading activities in order to participate in the Exchange Offer. Each
broker-dealer that receives Exchange Notes for its own account under the
Exchange Offer must acknowledge that it will deliver a prospectus in connection
with any resale of the Exchange Notes. The Letter of Transmittal states that by
so acknowledging and by delivering a prospectus, a broker-dealer will not be
admitting that it is an "underwriter" within the meaning of the Securities Act.
We will be required to allow broker-dealers to use this prospectus following
the Exchange Offer in connection with the resale of Exchange Notes received in
exchange for Outstanding Notes acquired by broker-dealers for their own account
as a result of market-making or other trading activities. If required by
applicable securities laws, we will, upon request, make this prospectus
available to any broker-dealer for use in connection with a resale of Exchange
Notes for a period of 180 days after the consummation of the Exchange Offer.
See "Plan of Distribution."

   The Exchange Notes will evidence the same debt as the Outstanding Notes and
will be issued under and entitled to the benefits of the same Indenture. The
form and terms of the Exchange Notes are identical in all material respects to
the form and terms of the Outstanding Notes except that:

  .  the Exchange Notes will be issued in a transaction registered under the
     Securities Act; and

  .  the Exchange Notes will not be subject to transfer restrictions.

   As of the date of this prospectus, $225 million aggregate principal amount
of the Outstanding Notes was outstanding. In connection with the issuance of
the Outstanding Notes, we arranged for the Outstanding Notes to be issued and
transferable in book-entry form through the facilities of DTC, acting as
depositary. The Exchange Notes will also be issuable and transferable in
book-entry form through DTC.


                                      30

<PAGE>

   This prospectus, together with the accompanying Letter of Transmittal, is
initially being sent to all registered holders of the Outstanding Notes as of
the close of business on   , 2002. We intend to conduct the Exchange Offer as
required by the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations of the Commission under the Exchange Act,
including Rule 14e-1 under the Exchange Act ("Rule 14e-1"), to the extent
applicable.

   Rule 14e-1 describes unlawful tender practices under the Exchange Act. This
section requires us, among other things:

  .  to hold our Exchange Offer open for 20 business days;

  .  to give 10 days notice of any change in the terms of this Exchange Offer;
     and

  .  to issue a press release in the event of an extension of the Exchange
     Offer.

   The Exchange Offer is not conditioned upon any minimum aggregate principal
amount of Outstanding Notes being tendered, and holders of the Outstanding
Notes do not have any appraisal or dissenters' rights under the Delaware
General Corporation Law or under the Indenture in connection with the Exchange
Offer. We shall be considered to have accepted Outstanding Notes tendered
according to the procedures in this prospectus when, as and if we have given
oral or written notice of acceptance to the Exchange Agent. See "--Exchange
Agent." The Exchange Agent will act as agent for the tendering holders of
Outstanding Notes for the purpose of receiving Exchange Notes from us and
delivering them to those holders.

   If any tendered Outstanding Notes are not accepted for exchange because of
an invalid tender or the occurrence of other events described in this
prospectus, certificates for these unaccepted Outstanding Notes will be
returned, at our cost, to the tendering holder of the Outstanding Notes or, in
the case of Outstanding Notes tendered by book-entry transfer, into the
holder's account at DTC according to the procedures described below, as
promptly as practicable after the Expiration Date.

   Holders who tender Outstanding Notes in the Exchange Offer will not be
required to pay brokerage commissions or fees or, subject to the instructions
in the Letter of Transmittal, transfer taxes related to the exchange of
Outstanding Notes in the Exchange Offer. We will pay all charges and expenses,
other than applicable taxes, in connection with the Exchange Offer. See
"--Solicitation of Tenders, Fees and Expenses."

   Neither we nor our Board of Directors makes any recommendation to holders of
Outstanding Notes as to whether or not to tender all or any portion of their
Outstanding Notes pursuant to the Exchange Offer. Moreover, we have not
authorized anyone to make any such recommendation. Holders of Outstanding Notes
must make their own decision whether to tender in the Exchange Offer and, if
so, the amount of Outstanding Notes to tender after reading this prospectus and
the Letter of Transmittal and consulting with their advisors, if any, based on
their own financial position and requirements.

Expiration Date; Extensions; Amendments

   The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
         , 2002, unless we, in our sole and absolute discretion, extend the
Exchange Offer, in which case the term "Expiration Date" shall mean the latest
date to which the Exchange Offer is extended.

   We expressly reserve the right, in our sole and absolute discretion:

  .  to delay acceptance of any Outstanding Notes or to terminate the Exchange
     Offer and to refuse to accept Outstanding Notes not previously accepted,
     if any of the conditions described below under the heading "--Conditions"
     shall have occurred and shall not have been waived by us;

  .  to extend the Expiration Date of the Exchange Offer;

                                      31

<PAGE>

  .  to amend the terms of the Exchange Offer in any manner;

  .  to purchase or make offers for any Outstanding Notes that remain
     outstanding after the Expiration Date; and

  .  to the extent permitted by applicable law, to purchase Outstanding Notes
     in the open market, in privately negotiated transactions or otherwise.

  .  The terms of the purchases or offers described in the fourth and fifth
     clauses above may differ from the terms of the Exchange Offer.

   Any delay in acceptance, termination, extension or amendment will be
followed as promptly as practicable by oral or written notice to the Exchange
Agent and by a public announcement. If the Exchange Offer is amended in a
manner determined by us to constitute a material change, we will promptly
disclose the amendment in a manner reasonably calculated to inform the holders
of the Outstanding Notes of the amendment.

   We may elect to extend the Exchange Offer solely because some of the holders
of the Outstanding Notes do not tender on a timely basis, in order to give them
the ability to participate and avoid the significant reduction in liquidity
associated with holding an unexchanged Outstanding Note.

Interest on the Exchange Notes

   The holder of each Outstanding Note accepted for exchange will receive an
Exchange Note in the amount equal to the surrendered Outstanding Note.
Accordingly, registered holders of Exchange Notes on the relevant record date
for the first interest payment date following the consummation of the Exchange
Offer will receive interest accruing from the most recent date to which
interest has been paid on the Outstanding Notes or, if no interest has been
paid on the Outstanding Notes, from March 18, 2002. Holders of Exchange Notes
will not receive any payment in respect of accrued interest on Outstanding
Notes otherwise payable on any interest payment date, the record date for which
occurs on or after the consummation of the Exchange Offer.

Procedures for Tendering

   Only a holder may tender its Outstanding Notes in the Exchange Offer. Any
beneficial owner whose Outstanding Notes are registered in the name of its
broker, dealer, commercial bank, trust company or other nominee or are held in
book-entry form and who wishes to tender should contact the registered holder
promptly and instruct the registered holder to tender on his behalf. If the
beneficial owner wishes to tender on its own behalf, the beneficial owner must,
before completing and executing the Letter of Transmittal and delivering its
Outstanding Notes, either make appropriate arrangements to register ownership
of the Outstanding Notes in the beneficial owner's name or obtain a properly
completed bond power from the registered holder. The transfer of record
ownership may take considerable time.

   The tender by a holder will constitute an agreement between the holder, us
and the Exchange Agent according to the terms and subject to the conditions
described in this prospectus and in the Letter of Transmittal.

   A holder who desires to tender Outstanding Notes and who cannot comply with
the procedures described in the prospectus for tender on a timely basis, or
whose Outstanding Notes are not immediately available, must comply with the
procedures for guaranteed delivery described below under the heading
"--Guaranteed Delivery Procedures."

   The method of delivery of Outstanding Notes and the Letter of Transmittal
and all other required documents to the Exchange Agent is at the election and
risk of the holders. Delivery of such documents will be deemed made only when
actually received by the Exchange Agent or deemed received under the ATOP
procedures described below under the heading "--Tender of Outstanding Notes
Using DTC's Automated Tender Offer

                                      32

<PAGE>

Program (ATOP)." In all cases, sufficient time should be allowed to assure
delivery to the Exchange Agent before the Expiration Date. No Letter of
Transmittal or Outstanding Notes should be sent to us. Holders may also request
that their respective brokers, dealers, commercial banks, trust companies or
nominees effect the tender for holders in each case as described in this
prospectus and in the Letter of Transmittal.

Outstanding Notes Held in Certificated Form

   For a holder to validly tender Outstanding Notes held in physical form, the
Exchange Agent must receive, before 5:00 p.m., New York city time, on the
Expiration Date, at its address set forth in this prospectus:

  .  a properly completed and validly executed Letter of Transmittal, or a
     manually signed facsimile thereof, together with any signature guarantees
     and any other documents required by the instructions to the Letter of
     Transmittal; and

  .  certificates for tendered Outstanding Notes.

Outstanding Notes Held in Book-Entry Form

   We understand that the Exchange Agent will make a request promptly after the
date of the prospectus to establish accounts for the Outstanding Notes at DTC
for the purpose of facilitating the Exchange Offer, and subject to their
establishment, any financial institution that is a participant in DTC may make
book-entry delivery of Outstanding Notes by causing DTC to transfer the
Outstanding Notes into the Exchange Agent's account for the Outstanding Notes
using DTC's procedures for transfer.

   If you desire to transfer Outstanding Notes held in book-entry form with
DTC, the Exchange Agent must receive, before 5:00 p.m., New York City time, on
the Expiration Date, at its address listed in this prospectus, a confirmation
of book-entry transfer of the Outstanding Notes into the Exchange Agent's
account at DTC, which is referred to in this prospectus as a "book-entry
confirmation," and:

  .  a properly completed and validly executed Letter of Transmittal, or
     manually signed facsimile thereof, together with any signature guarantees
     and other documents required by the instructions in the Letter of
     Transmittal; or

  .  an agent's message transmitted pursuant to DTC's ATOP.

Tender of Outstanding Notes Using DTC's Automated Tender Offer Program (ATOP)

   The Exchange Agent and DTC have confirmed that the Exchange Offer is
eligible for DTC's Automated Tender Offer Program. Accordingly, DTC
participants may electronically transmit their acceptance of the Exchange Offer
by causing DTC to transfer Outstanding Notes held in book-entry form to the
Exchange Agent in accordance with DTC's ATOP procedures for transfer. DTC will
then send a book-entry confirmation, including an agent's message, to the
Exchange Agent.

   The term "agent's message" means a message transmitted by DTC, received by
the Exchange Agent and forming part of the book-entry confirmation, which
states that DTC has received an express acknowledgment from the participant in
DTC tendering Outstanding Notes that are the subject of that book-entry
confirmation that the participant has received and agrees to be bound by the
terms of the Letter of Transmittal, and that we may enforce such agreement
against such participant. If you use ATOP procedures to tender Outstanding
Notes you will not be required to deliver a Letter of Transmittal to the
Exchange Agent, but you will be bound by its terms just as if you had signed it.

                                      33

<PAGE>

Signatures

   Signatures on a Letter of Transmittal or a notice of withdrawal, as the case
may be, must be guaranteed by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the U.S.
or an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under
the Exchange Act, unless the Outstanding Notes tendered with the Letter of
Transmittal are tendered:

  .  by a registered holder who has not completed the box entitled "Special
     Issuance Instructions" or "Special Delivery Instructions" in the Letter of
     Transmittal; or

  .  for the account of an institution eligible to guarantee signatures.

   If the Letter of Transmittal is signed by a person other than the registered
holder or DTC participant who is listed as the owner, the Outstanding Notes
must be endorsed or accompanied by appropriate bond powers that authorize the
person to tender the Outstanding Notes on behalf of the registered holder or
DTC participant who is listed as the owner, in either case signed as the name
of the registered holder(s) who appears on the Outstanding Notes or the DTC
participant who is listed as the owner, with the signature on the Outstanding
Notes or bond powers guaranteed by an eligible guarantor institution. If the
Letter of Transmittal or any Outstanding Notes or bond powers are signed or
endorsed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, those persons should so indicate when signing, and unless waived by
us, evidence satisfactory to us of their authority to so act must be submitted
with the Letter of Transmittal.

   If you tender your Outstanding Notes through ATOP, signatures and signature
guarantees are not required.

Determination of Validity

   All questions as to the validity, form, eligibility, including time of
receipt, acceptance and withdrawal of the tendered Outstanding Notes will be
determined by us in our sole and absolute discretion. This determination will
be final and binding. We reserve the absolute right to reject any and all
Outstanding Notes not properly tendered or any Outstanding Notes our acceptance
of which would, in the opinion of our counsel, be unlawful. We also reserve the
absolute right to waive any irregularities or conditions of tender as to
particular Outstanding Notes. Our interpretation of the terms and conditions of
the Exchange Offer, including the instructions in the Letter of Transmittal,
will be final and binding on all parties. Unless waived, any defects or
irregularities in connection with tenders of Outstanding Notes must be cured
within the time we shall determine. Although we intend to notify holders of
defects or irregularities related to tenders of Outstanding Notes, neither we,
the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities related to tenders of Outstanding
Notes nor shall we, or any of them, incur liability for failure to give
notification. Tenders of Outstanding Notes will not be considered to have been
made until the irregularities have been cured or waived. Any Outstanding Notes
received by the Exchange Agent that we determine are not properly tendered or
the tender of which is otherwise rejected by us and as to which the defects or
irregularities have not been cured or waived by us will be returned by the
Exchange Agent to the tendering holder unless otherwise provided in the Letter
of Transmittal, as soon as practicable following the Expiration Date.

Guaranteed Delivery Procedures

   Holders who wish to tender their Outstanding Notes and:

  .  whose Outstanding Notes are not immediately available;

  .  who cannot complete the procedure for book-entry transfer on a timely
     basis;

  .  who cannot deliver their Outstanding Notes, the Letter of Transmittal or
     any other required documents to the Exchange Agent before the Expiration
     Date; or

  .  who cannot complete a tender of Outstanding Notes held in book-entry form
     using DTC's ATOP procedures on a timely basis

                                      34

<PAGE>

may effect a tender if they tender through an eligible institution described
above under the heading "--Signatures," or, if they tender using ATOP's
guaranteed delivery procedures.

   A tender of Outstanding Notes made by or through an eligible institution
will be accepted if:

  .  before 5:00 p.m., New York City time, on the Expiration Date, the Exchange
     Agent receives from an eligible institution a properly completed and
     validly executed notice of guaranteed delivery, by facsimile transmittal,
     mail or hand delivery, that: (1) sets forth the name and address of the
     holder, the registration or certificate number or numbers of the holder's
     Outstanding Notes and the principal amount of the Outstanding Notes
     tendered; (2) states that the tender is being made; and (3) guarantees
     that, within five business days after the Expiration Date, a properly
     completed and validly executed Letter of Transmittal or facsimile,
     together with a certificate(s) representing the Outstanding Notes to be
     tendered in proper form for transfer, or a confirmation of book-entry
     transfer into the Exchange Agent's account at DTC of Outstanding Notes
     delivered electronically, and any other documents required by the Letter
     of Transmittal will be deposited by the eligible institution with the
     Exchange Agent; and

  .  the properly completed and validly executed Letter of Transmittal or a
     manually signed facsimile thereof, together with the certificate(s)
     representing all tendered Outstanding Notes in proper form for transfer,
     or a book-entry confirmation, and all other documents required by the
     Letter of Transmittal are received by the Exchange Agent within five
     business days after the Expiration Date.

   A tender made through DTC's ATOP system will be accepted if:

  .  before 5:00 p.m., New York City time, on the Expiration Date, the Exchange
     Agent receives an agent's message from DTC stating that DTC has received
     an express acknowledgment from the participant in DTC tendering the
     Outstanding Notes that they have received and agree to be bound by the
     notice of guaranteed delivery; and

  .  the Exchange Agent receives, within three New York Stock Exchange trading
     days after the Expiration Date, either: (1) a book-entry confirmation,
     including an agent's message, transmitted via DTC's ATOP procedures; or
     (2) a properly completed and validly executed Letter of Transmittal or a
     manually signed facsimile thereof, together with the certificate(s)
     representing all tendered Outstanding Notes in proper form for transfer,
     or a book-entry confirmation, and all other documents required by the
     Letter of Transmittal.

   Upon request to the Exchange Agent, a notice of guaranteed delivery will be
sent to holders who wish to tender their Outstanding Notes according to the
guaranteed delivery procedures described above.

Withdrawal of Tenders

   Except as otherwise provided in this prospectus, tenders of Outstanding
Notes may be withdrawn at any time before 5:00 p.m., New York City time, on the
Expiration Date. To withdraw a tender of Outstanding Notes in the Exchange
Offer:

  .  a written or facsimile transmission of a notice of withdrawal must be
     received by the Exchange Agent at its address listed below before 5:00
     p.m., New York City time, on the Expiration Date; or

  .  you must comply with the appropriate procedures of DTC's ATOP system.

   Any notice of withdrawal must:

  .  specify the name of the person having deposited the Outstanding Notes to
     be withdrawn;

  .  identify the Outstanding Notes to be withdrawn, including the registration
     or certificate number or numbers and principal amount of the Outstanding
     Notes or, in the case of Outstanding Notes transferred by book-entry
     transfer, the name and number of the account at the book-entry facility to
     be credited;

                                      35

<PAGE>

  .  be signed by the same person and in the same manner as the original
     signature on the Letter of Transmittal by which the Outstanding Notes were
     tendered, including any required signature guarantee, or be accompanied by
     documents of transfer sufficient to permit the trustee for the Outstanding
     Notes to register the transfer of the Outstanding Notes into the name of
     the person withdrawing the tender; and

  .  specify the name in which any of these Outstanding Notes are to be
     registered, if different from that of the person who deposited the
     Outstanding Notes to be withdrawn.

   All questions as to the validity, form and eligibility, including time of
receipt, of the withdrawal notices will be determined by us, whose
determination shall be final and binding on all parties. Any Outstanding Notes
so withdrawn will be judged not to have been tendered according to the
procedures in this prospectus for purposes of the Exchange Offer, and no
Exchange Notes will be issued in exchange for those Outstanding Notes unless
the Outstanding Notes so withdrawn are validly retendered. Any Outstanding
Notes that have been tendered but are not accepted for exchange will be
returned to the holder of the Outstanding Notes without cost to the holder or,
in the case of Outstanding Notes tendered by book-entry transfer, into the
holder's account at DTC according to the procedures described above. This
return or crediting will take place as soon as practicable after withdrawal,
rejection of tender or termination of the Exchange Offer. Properly withdrawn
Outstanding Notes may be retendered by following one of the procedures
described above under the heading "--Procedures for Tendering" at any time
before 5:00 p.m., New York City time, on the Expiration Date.

Conditions

   The Exchange Offer is subject only to the following conditions:

  .  it does not violate applicable law or any applicable interpretation of the
     staff of the Commission;

  .  no action or proceeding shall have been instituted or threatened in any
     court or by any governmental agency which might materially impair our
     ability to proceed with the Exchange Offer, and no material adverse
     development shall have occurred in any existing action or proceeding with
     respect to us; and

  .  all government approvals shall have been obtained, which we deem necessary
     for the consummation of the Exchange Offer.

Exchange Agent

   Union Bank of California, N.A., the trustee under the Indenture, has been
appointed as Exchange Agent for the Exchange Offer. In this capacity, the
Exchange Agent has no fiduciary duties and will be acting solely on the basis
of our directions. Requests for assistance and requests for additional copies
of this prospectus or of the Letter of Transmittal should be directed to the
Exchange Agent. You should send certificates for Outstanding Notes, Letters of
Transmittal and any other required documents to the Exchange Agent addressed as
follows:

<TABLE>
   <S>                                        <C>
   By Overnight Delivery or Registered or     By Hand:
   --------------------------------------     --------
   Certified Mail:
   ---------------

   Union Bank of California, N.A.             Union Bank of California, N.A.
   120 South San Pedro Street                 120 South San Pedro Street
   Suite 400                                  Suite 400
   Los Angeles, CA 90012                      Los Angeles, CA 90012

   Facsimile Transmission Number
   -----------------------------
   (for Eligible Institutions Only):
   ---------------------------------

   (213) 972-5694

   Confirm Receipt of Facsimile by Telephone:
   ------------------------------------------

   (213) 972-5674
</TABLE>

   Delivery of the Letter of Transmittal to an address other than as listed
above or transmission of instructions via facsimile other than as described
above does not constitute a valid delivery of the Letter of Transmittal.

                                      36

<PAGE>

Solicitation of Tenders, Fees and Expenses

   We will bear the expenses of requesting that holders of Outstanding Notes
tender those notes for Exchange Notes. The principal solicitation under the
Exchange Offer is being made by mail. Additional solicitations may be made by
our officers and regular employees and our affiliates in person, by telegraph,
telephone or telecopier.

   We have not retained any dealer manager in connection with the Exchange
Offer and will not make any payments to brokers, dealers or other persons
soliciting acceptances of the Exchange Offer. However, we will pay the Exchange
Agent reasonable and customary fees for its services and will reimburse the
Exchange Agent for its reasonable out-of-pocket costs and expenses in
connection with the Exchange Offer and will indemnify the Exchange Agent for
all losses and claims incurred by it as a result of the Exchange Offer. We may
also pay brokerage houses and other custodians, nominees and fiduciaries the
reasonable out-of-pocket expenses incurred by them in forwarding copies of this
prospectus, Letters of Transmittal and related documents to the beneficial
owners of the Outstanding Notes and in handling or forwarding tenders for
exchange.

   We will pay the expenses to be incurred in connection with the Exchange
Offer, including fees and expenses of the Exchange Agent and trustee and
accounting and legal fees and printing costs.

   You will not be obligated to pay any transfer tax in connection with the
exchange, except if you instruct us to register Exchange Notes in the name of,
or request that Outstanding Notes not tendered or not accepted in the Exchange
Offer be returned to, a person other than you, in which event you will be
responsible for the payment of any applicable transfer tax.

Accounting Treatment

   The Exchange Notes will be recorded at the same carrying value as the
Outstanding Notes, as reflected in our accounting records on the date of the
exchange. Accordingly, we will recognize no gain or loss for accounting
purposes upon the closing of the Exchange Offer. We will amortize the expenses
of the Exchange Offer over the term of the Exchange Notes under accounting
principles generally accepted in the U.S.

Participation in the Exchange Offer; Untendered Notes

   Participation in the Exchange Offer is voluntary. Holders of the Outstanding
Notes are urged to consult their financial and tax advisors in making their own
decisions on what action to take.

   As a result of the making of, and upon acceptance for exchange of all
Outstanding Notes tendered under the terms of, this Exchange Offer, we will
have fulfilled a covenant contained in the terms of the Registration Rights
Agreement with the Initial Purchasers. Holders of the Outstanding Notes who do
not tender in the Exchange Offer will continue to hold their Outstanding Notes
and will be entitled to all the rights, and subject to the limitations,
applicable to the Outstanding Notes under the Indenture. Holders of Outstanding
Notes will no longer be entitled to any rights under the Registration Rights
Agreement that by their terms terminate or cease to have further effect as a
result of the making of this Exchange Offer. All untendered Outstanding Notes
will continue to be subject to the restrictions on transfer described in the
Indenture. To the extent that Outstanding Notes are tendered and accepted in
the Exchange Offer, the trading market for untendered Outstanding Notes could
be adversely affected. This is because there will probably be many fewer
Outstanding Notes that remain outstanding following the Exchange Offer,
significantly reducing the liquidity of any untendered Outstanding Notes.

   We may in the future seek to acquire any untendered Outstanding Notes in the
open market or through privately negotiated transactions, through subsequent
Exchange Offers or otherwise. We intend to make any acquisitions of Outstanding
Notes following the applicable requirements of the Exchange Act, and the rules
and regulations of the Commission under the Exchange Act, including Rule 14e-1,
to the extent applicable. We have no present plan to acquire any Outstanding
Notes that are not tendered in the Exchange Offer or to file a registration
statement to permit resales of any Outstanding Notes that are not tendered in
the Exchange Offer.

                                      37

<PAGE>

                                USE OF PROCEEDS

   We will not receive any cash proceeds from the issuance of the Exchange
Notes as described in this prospectus. We will receive in exchange Outstanding
Notes in like principal amount. The Outstanding Notes surrendered in exchange
for the Exchange Notes will be retired and canceled and cannot be reissued.
Accordingly, the issuance of the Exchange Notes will not result in any change
in our indebtedness.

                      RATIO OF EARNINGS TO FIXED CHARGES

   Our consolidated ratios of earnings to fixed charges for each of the periods
indicated are set forth below:

<TABLE>
<CAPTION>
                                                                 Three Month
                                           Fiscal Year Ended     Period Ended
                                              December 31,       March 31,
                                        ------------------------ ------------
                                        2001 2000 1999 1998 1997 2002   2001
                                        ---- ---- ---- ---- ---- ----   ----
     <S>                                <C>  <C>  <C>  <C>  <C>  <C>    <C>
     Ratio of Earnings to Fixed Charges (a)  (a)  (a)  (a)  (a)  (a)    (a)
</TABLE>
--------
(a) Earnings were inadequate to cover fixed charges for the three month periods
    ended March 31, 2002 and 2001, and for each of the five years in the period
    ended December 31, 2001. Additional earnings would have been required to
    cover fixed charges for the three month periods ended March 31, 2002 and
    2001 in the amount of (in thousands) $8,147 and $31,947, respectively, and
    for each of the five years in the period ended December 31, 2001, in the
    amount of (in thousands) 2001 $99,186; 2000 $97,530; 1999 $40,116; 1998
    $3,492; and 1997 $4,695.

    Earnings available for fixed charges equals loss before income taxes, plus
    fixed charges and amortization of capitalized interest, less the accretion
    of preferred stock redemption value and capitalized interest. Fixed charges
    consist of interest expense (including amortization of debt costs relating
    to our indebtedness), non-cash interest expense, approximately one-third of
    rent expense as representative of the interest portion of rentals,
    capitalized interest, and the accretion of our preferred stock's redemption
    value.

                                      38

<PAGE>

                      SELECTED HISTORICAL FINANCIAL DATA

   The following table contains our selected historical financial data. The
selected historical financial data have been derived from our audited
consolidated financial statements for each of the fiscal years for the five
year period ended December 31, 2001, which have been audited by McGladrey &
Pullen, LLP, independent public accountants, and the unaudited financial
statements for the three month periods ended March 31, 2002 and 2001. The
"Selected Historical Financial Data" should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and our audited financial statements and related notes incorporated
herein by reference.

<TABLE>
<CAPTION>

                                                                         Year Ended December 31,
                                                    -----------------------------------------------------------------
                                                        2001          2000          1999         1998         1997
                                                    ------------  ------------  -----------  -----------  -----------
                                                                                        (dollars in thousands)
<S>                                                 <C>           <C>           <C>          <C>          <C>
Statement of Operations Data:
Net revenue........................................ $    208,908  $    154,021  $    58,999  $    44,820  $    30,456
                                                    ------------  ------------  -----------  -----------  -----------
Expenses:
Direct operating...................................      100,347        60,987       24,441       15,794        9,184
Selling, general and administrative (excluding
 non-cash stock-based compensation)................       42,485        36,600       11,611        8,877        5,845
Corporate..........................................       15,636        12,741        5,809        3,963        3,899
Non-cash stock-based compensation (1)..............        3,243         5,822       29,143          500          900
Depreciation and amortization......................      120,017        69,238       15,982       10,934       10,216
                                                    ------------  ------------  -----------  -----------  -----------
Total expenses.....................................      281,728       185,388       86,986       40,068       30,044
                                                    ------------  ------------  -----------  -----------  -----------
Operating income (loss)............................      (72,820)      (31,367)     (27,987)       4,752          412
Interest expense, net..............................      (20,978)      (23,916)      (9,591)      (8,244)      (5,107)
Non-cash interest expense relating to related party
 beneficial conversion options (2).................           --       (39,677)      (2,500)          --           --
Gain on sale of media properties...................        4,977            --           --           --           --
                                                    ------------  ------------  -----------  -----------  -----------
Loss before income taxes...........................      (88,821)      (94,960)     (40,078)      (3,492)      (4,695)
Income tax (expense) benefit (3)...................       22,999         2,934          121         (210)       7,531
                                                    ------------  ------------  -----------  -----------  -----------
Net income (loss) before equity in earnings of
 nonconsolidated affiliates........................      (65,822)      (92,026)     (39,957)      (3,702)       2,836
Equity in income (loss) of nonconsolidated
 affiliates........................................           27          (214)          --           --           --
                                                    ------------  ------------  -----------  -----------  -----------
Net income (loss) before cumulative effect of a
 change in accounting principle....................      (65,795)      (92,240)     (39,957)      (3,702)       2,836
Cumulative effect of a change in accounting
 principle, net of taxes of $13,420(4).............           --            --           --           --           --
                                                    ------------  ------------  -----------  -----------  -----------
Net income (loss)..................................      (65,795)      (92,240) $   (39,957) $    (3,702) $     2,836
                                                                                ===========  ===========  ===========
Accretion of preferred stock redemption value......       10,117         2,449
                                                    ------------  ------------
Net loss applicable to common stock................ $    (75,912) $    (94,689)
                                                    ============  ============
Net loss per share, basic and diluted.............. $      (0.66) $      (0.27)
                                                    ============  ============
Weighted average common shares outstanding,
 basic and diluted.................................  115,223,005   115,287,988
                                                    ============  ============
Pro forma: (5)
   Provision for income tax benefit................                      5,904        2,499          322          643
                                                                  ------------  -----------  -----------  -----------
   Net loss applicable to common stock.............               $    (88,785) $   (37,579) $    (3,170) $    (4,052)
                                                                  ============  ===========  ===========  ===========
Per share data:
   Net loss per share, basic and diluted...........               $      (1.34) $     (1.16) $     (0.10) $     (0.12)
                                                                  ============  ===========  ===========  ===========
   Weighted average common shares
    outstanding, basic and diluted.................                 66,451,637   32,402,378   32,894,802   32,972,425
                                                                  ============  ===========  ===========  ===========
Loss per L.L.C. membership unit (6)................               $     (31.04) $    (19.12) $     (0.07) $     (1.19)
                                                                  ============  ===========  ===========  ===========
</TABLE>
<TABLE>
<CAPTION>
                                                        Three Month Period
                                                          Ended March 31,
                                                    --------------------------
                                                        2002          2001
                                                    ------------  ------------
                                                      (dollars in thousands)

<S>                                                 <C>           <C>
Statement of Operations Data:
Net revenue........................................ $     49,128  $     43,954
                                                    ------------  ------------
Expenses:
Direct operating...................................       25,766        22,993
Selling, general and administrative (excluding
 non-cash stock-based compensation)................       11,139        10,139
Corporate..........................................        3,715         3,540
Non-cash stock-based compensation (1)..............          981           959
Depreciation and amortization......................        6,616        30,587
                                                    ------------  ------------
Total expenses.....................................       48,217        68,218
                                                    ------------  ------------
Operating income (loss)............................          911       (24,264)
Interest expense, net..............................       (6,597)       (6,164)
Non-cash interest expense relating to related party
 beneficial conversion options (2).................           --            --
Gain on sale of media properties...................           --            --
                                                    ------------  ------------
Loss before income taxes...........................       (5,686)      (30,428)
Income tax (expense) benefit (3)...................        1,100        10,881
                                                    ------------  ------------
Net income (loss) before equity in earnings of
 nonconsolidated affiliates........................       (4,586)      (19,547)
Equity in income (loss) of nonconsolidated
 affiliates........................................          (18)           --
                                                    ------------  ------------
Net income (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(4).............      (46,171)           --
                                                    ------------  ------------
Net income (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
                                                     ===========   ===========
Pro forma: (5)
   Provision for income tax benefit................

   Net loss applicable to common stock.............

Per share data:
   Net loss per share, basic and diluted...........

   Weighted average common shares
    outstanding, basic and diluted.................

Loss per L.L.C. membership unit (6)................

</TABLE>

                                      39

<PAGE>

<TABLE>
<CAPTION>

                                                                     Year Ended December 31,
                                                      -----------------------------------------------------
                                                         2001         2000       1999      1998      1997
-                                                     ----------  -----------  --------  --------  --------
                                                                                  (dollars in thousands)
<S>                                                   <C>         <C>          <C>       <C>       <C>

Other Financial Data:
Broadcast cash flow (7).............................. $   66,076  $    56,434  $ 22,947  $ 20,149  $ 15,427
EBITDA (7)...........................................     50,440       43,693    17,138    16,186    11,528
Cash flows from (used in) operating activities.......     11,998       10,608     6,128     7,658     6,509
Cash flows used in investing activities..............    (63,733)  (1,002,300)  (59,063)  (25,586)  (61,908)
Cash flows from financing activities.................      1,524    1,058,559    51,631    19,339    54,763
Capital expenditures.................................     28,941       23,675    12,825     3,094     2,366
</TABLE>

<TABLE>
<CAPTION>
                                                        Three Month Period
                                                          Ended March 31,
                                                      ----------------------
                                                         2002        2001
-                                                     ----------  ----------
                                                      (dollars in thousands)
<S>                                                   <C>         <C>

Other Financial Data:
Broadcast cash flow (7).............................. $   12,223  $   10,822
EBITDA (7)...........................................      8,508       7,282
Cash flows from (used in) operating activities.......      9,586      (1,228)
Cash flows used in investing activities..............    (31,003)    (30,378)
Cash flows from financing activities.................     21,669       1,066
Capital expenditures.................................      5,904       8,274
</TABLE>

<TABLE>
<CAPTION>

                                                                        As of December 31,
                                                      -----------------------------------------------------
                                                         2001         2000       1999      1998      1997
                                                      ----------  -----------  --------  --------  --------
                                                                                  (dollars in thousands)
<S>                                                   <C>         <C>          <C>       <C>       <C>
Balance Sheet Data:
Cash and cash equivalents............................ $   19,013  $    69,224  $  2,357  $  3,661  $  2,250
Total assets.........................................  1,535,517    1,560,493   205,017   131,291   111,953
Long-term debt, including current portion............    252,769      254,947   167,306    99,737    74,656
Series A mandatorily redeemable convertible preferred
 stock...............................................     90,720       80,603        --        --        --
Total equity.........................................    987,395    1,055,377    28,011    24,871    32,057
</TABLE>

<TABLE>
<CAPTION>
                                                          As of March 31,
                                                      ----------------------
                                                         2002        2001
                                                      ----------  ----------
                                                      (dollars in thousands)
<S>                                                   <C>         <C>
Balance Sheet Data:
Cash and cash equivalents............................ $   19,265  $   38,684
Total assets.........................................  1,497,645   1,515,915
Long-term debt, including current portion............    241,213     255,023
Series A mandatorily redeemable convertible preferred
 stock...............................................     93,169      82,024
Total equity.........................................    977,877   1,036,551
</TABLE>

Goodwill and Other Intangible Assets-Adoption of SFAS No. 142:

   See Note 4 to Notes to our financial statements included in our Quarterly
Report on Form 10-Q for the three month period ended March 31, 2002 regarding
the effects of our adoption of SFAS No. 142.

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





<TABLE>
<CAPTION>


                                                                                                   Three Month Period
                                                                         Year Ended December 31,      Ended March 31,
                                                                     ----------------------------  ------------------
                                                                        2001      2000      1999      2002      2001
                                                                      --------  --------  --------  --------  --------
                                                                        (dollars in thousands, except per share data)
<S>                                                                   <C>       <C>       <C>       <C>       <C>
Reported net loss applicable to common stock (8)..................... $(75,912) $(88,785) $(37,579) $(53,224) $(20,968)
Add back:
    Goodwill amortization............................................   18,658     8,556     1,017        --     2,815
    Other identified indefinite life intangible asset amortization...   39,322    21,254     4,529        --    10,967
                                                                      --------  --------  --------  --------  --------
Adjusted net loss applicable to common stock......................... $(17,932) $(58,975) $(32,033) $(53,224) $ (7,186)
                                                                      ========  ========  ========  ========  ========
Basic and diluted loss per share:
Reported net loss applicable to common stock (8)..................... $  (0.66) $  (1.34) $  (1.16) $  (0.45) $  (0.18)
Add back:
    Goodwill amortization............................................     0.16      0.13      0.03        --      0.02
    Other identified indefinite life intangible asset amortization...     0.34      0.32      0.14        --      0.10
                                                                      --------  --------  --------  --------  --------
Adjusted net loss applicable to common stock......................... $  (0.16) $  (0.89) $  (0.99) $  (0.45) $  (0.06)
                                                                      ========  ========  ========  ========  ========
</TABLE>
--------
(footnotes on next page)

                                      40

<PAGE>

--------
(footnotes from preceding page)

(1) Non-cash stock-based compensation consists primarily of compensation
    expense relating to stock awards granted to our employees and consultants
    and vesting of the intrinsic value of unvested options exchanged in our
    acquisition of Z-Spanish Media Corporation in 2000.

(2) Non-cash interest expense charges related to the estimated intrinsic value
    of the conversion options contained in our subordinated note to Univision
    in the amount of $2.5 million in 1999 and $31.6 million in 2000, and the
    conversion option feature in our convertible subordinated note in the
    amount of $8.1 million in 2000.

(3) Included in the 1997 income tax expense is a $7.8 million tax benefit that
    resulted from the reversal of previously recorded deferred tax liabilities
    that were established in our acquisition of television station KNVO-TV,
    upon its conversion from a C-corporation to an S-corporation. Included in
    the 2000 income tax benefit is a charge of $10.5 million relating to the
    effect of change in tax status, which resulted from the recording of a net
    deferred tax liability upon our reorganization from a limited liability
    company to a C-corporation, effective with our IPO.

(4) The cumulative effect of a change in accounting principles relates to our
    adoption of Statement of Financial Accounting Standards ("SFAS") No. 142
    "Goodwill and Other Intangible Assets".

(5) Pro forma net loss applicable to common stock and pro forma basic and
    diluted net loss per share give effect to our reorganization from a limited
    liability company to a C-corporation for federal and state income tax
    purposes and assume that we were subject to corporate income taxes at an
    effective combined federal and state income tax rate of 40% before the
    effect of amortization of non-tax deductible goodwill, non-cash stock-based
    compensation and non-cash interest expense for each of the three years in
    the period ended December 31, 1999. The December 31, 2000 statement of
    operations reflects operations and the related income tax benefit as a
    C-corporation for the period subsequent to our reorganization. Pro forma
    income tax expense is presented for the period from January 1, 2000 through
    the August 2, 2000 reorganization on the same basis as the preceding years.

(6) Loss per membership unit is computed as net loss of our predecessor divided
    by the number of membership units as of the last day of each reporting
    period. For 2000, loss per membership unit is for the period from January
    1, 2000 through the August 2, 2000 reorganization.

(7) Broadcast cash flow means net revenue less operating, selling, general and
    administrative expenses. EBITDA means broadcast cash flow less corporate
    expenses. Although broadcast cash flow and EBITDA are not measures of
    performance as determined in accordance with accounting principles
    generally accepted in the U.S., we believe that they are comparable to the
    data provided by other companies in the broadcast industry, and are useful
    to an investor as a measure of performance and comparison in our industry.
    However, broadcast cash flow and EBITDA should not be construed as a
    alternative to operating income 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. Moreover, the way in which we calculate broadcast cash flow and
    EBITDA may differ from that of companies reporting similarly named measures.

(8) Reported net loss applicable to common stock for the years ended December
    31, 2000 and 1999, used to reflect our adoption of SFAS No. 142, is
    adjusted to reflect the pro forma effect to our reorganization from a
    limited liability company to a C-corporation, as described in Note 5 above.

                                      41

<PAGE>

        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                             RESULTS OF OPERATIONS

   The following discussion of our consolidated results of operations and cash
flows for the three month periods ended March 31, 2002 and 2001, should be read
in conjunction with our consolidated financial statements and the related notes
included in our Quarterly Report on Form 10-Q for the three month period ended
March 31, 2002, and such discussion is as of the end of such period, unless
otherwise indicated.

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, 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, other than goodwill, exists. See further discussion below
under the heading "Application of Critical Accounting Policies" on accounting
for goodwill and other intangible assets

                                      42

<PAGE>

and also Note 4 to Notes to our Consolidated Financial Statements for the three
month period ended March 31, 2002, regarding the effects of our adoption of
SFAS No. 142.

   Loss per share for the three month period 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 for the three month
period ended March 31, 2002, 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 the Outstanding Notes and
subsequently amended our bank credit facility.

   On May 1, 2002, we acquired substantially all of the assets of radio station
KXPK-FM in Denver, Colorado, for approximately $47.7 million in cash. On June
5, 2002, we entered into a definitive agreement to acquire substantially all of
the assets of KTCY-FM, in Dallas, Texas, for approximately $35 million in cash.
Concurrently with the execution of this agreement, we began operating this
station under a time brokerage agreement.

Application of Critical Accounting Policies

   Critical accounting policies are defined as those that are the most
important to the portrayal of our financial condition and results. Critical
accounting policies require management's subjective judgment, and may
potentially result in materially different results under different assumptions
and conditions. The following are our critical accounting policies.

   Goodwill and Other Intangible Assets

      Effective January 1, 2002 we adopted the provisions of SFAS No. 142 and
   determined each of our operating segments to be a reporting unit. Upon
   adoption, we assigned all of our assets and liabilities to our reporting
   units and ceased amortizing goodwill and our indefinite life intangible
   assets. We believe that our broadcast licenses, television network
   affiliation agreements, time brokerage agreements and radio network are
   indefinite life intangible assets.

      In performing our transitional goodwill impairment test we recorded a
   goodwill impairment charge related to our outdoor operating segment of
   approximately $46.2 million, net of taxes of $13.4 million, as the
   cumulative effect of a change in accounting principle. While we have
   completed our assessment using our internally developed models for
   determining fair value, we are in the process of obtaining a valuation by an
   independent appraisal firm. This external appraisal could result in an
   additional impairment charge and that charge could be material.

      We believe that the accounting estimates related to fair value and
   goodwill and other intangible asset impairment is a "critical accounting
   estimate" because: (1) goodwill and other intangible assets are our most
   significant assets; and (2) the impact that recognizing an impairment would
   have on the assets reported on our balance sheet as well as our net loss
   could be material. The assumptions about future cash flows on the assets
   under evaluation are critical. Our assumptions about future revenue and cash
   flows require significant judgement because of the effects of September
   11/th/, the current state of the economy and the fluctuation of actual
   revenue. Additionally, 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 our estimates of how these
   stations are expected to perform based on similar stations and markets and
   possible proceeds from the sale of the assets. If the expected cash flows
   are not realized, impairment losses may be recorded in the future. We have
   discussed the development and selection of these critical accounting
   estimates with the Audit Committee of our Board of Directors, and the Audit
   Committee has reviewed our related disclosure in Management's Discussion and
   Analysis of Financial Condition and Results of Operations.

                                      43

<PAGE>

      We develop our future revenue estimates based on projected rating
   increases, planned timing of signal strength increases, planned timing of
   promotional events, customer commitments, and available unsold inventory.
   Our estimates of future cash flows and EBITDA assume that our revenue will
   grow at rates consistent with historical rates.

   Allowance for Doubtful Accounts

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

   Property and Equipment

      Property and equipment is recorded at cost and is depreciated on
   accelerated and straight-line methods over the estimated useful lives of
   such assets. Changes in circumstances such as technological advances,
   changes to our business model or changes in our capital strategy could
   result in the actual useful lives differing from our estimates. In those
   cases where we determine that the useful life of property and equipment
   should be shortened, we would depreciate the net book value in excess of the
   estimated salvage value over its revised remaining useful life. Factors such
   as changes in the planned use of equipment or mandated regulatory
   requirements could result in shortened useful lives.

      We review long-lived assets for impairment whenever events or changes in
   circumstances indicate that the carrying amount of any such asset may not be
   recoverable. The estimate of future cash flow is based upon, among other
   things, certain assumptions about expected future operating performance. Our
   estimate of undiscounted cash flow may differ from actual cash flow due to,
   among other things, technological changes, economic conditions, changes to
   our business model or changes in our operating performance. If the sum of
   the projected undiscounted cash flows (excluding interest) is less than the
   carrying value of the asset, the asset will be written down to its estimated
   fair value.

   Deferred Tax Assets

      Deferred taxes are provided on a liability method whereby deferred tax
   assets are recognized for deductible temporary differences and deferred
   liabilities are recognized for taxable temporary differences. Temporary
   differences are the differences between the reported amounts of assets and
   liabilities and their tax bases. Deferred tax assets are reduced by a
   valuation allowance when it is determined to be more likely than not that
   some portion or all of the deferred tax assets will not be realized. We have
   considered future taxable income and prudent and feasible tax planning
   strategies in assessing the need for a valuation allowance. In the event we
   determine we would not be able to realize all or part of our deferred tax
   assets in the future, an adjustment to the carrying value of the deferred
   tax assets would be charged to income in the period in which such
   determination was made.

   Additional Information

      For additional information on our significant accounting policies, see
   Note 1 to Notes to our Consolidated Financial Statements included in our
   Annual Report on Form 10-K for the year ended December 31, 2001.

                                      44

<PAGE>

                    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 (dollars in thousands):

<TABLE>
<CAPTION>
                                                                           Three Month Period
                                                                             Ended 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

   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.


                                      45

<PAGE>

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 the broadcasting
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.

   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.

                                      46

<PAGE>

   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 Outstanding 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, 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.

                                      47

<PAGE>

   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 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.

                                      48

<PAGE>

   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 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. As of the date
of this prospectus, we had approximately $35 million outstanding under our bank
credit facility.

   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.

   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 our 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 (i) pro forma calculations assuming such acquisition had
been consummated and (ii) revised projections for those acquisitions. For
acquisitions having an aggregate maximum

                                      49

<PAGE>

consideration during the term of the Credit Agreement in excess of $100
million, majority lender consent of the bank group is required. In addition,
subject to delivery of a covenant compliance certificate, we have received
pre-approval for certain identified potential acquisitions, in the aggregate
amount of $100 million. Of this amount, $47.5 million was used to acquire
KXPK-FM, in Denver, Colorado. As of the date of this prospectus, we have not
entered into definitive agreements for any such additional acquisitions and we
can give no assurance that any such acquisitions will be consummated. 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 Outstanding 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 Outstanding
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 Outstanding 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 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.

                                      50

<PAGE>

   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 45,000 shares were purchased under the Purchase Plan.

   On May 9, 2002, we filed a registration statement with the Commission to
register up to $500 million of equity and debt securities, which we may offer
from time to time. That registration statement was declared effective by the
Commission on May 24, 2002. We have not issued any securities covered by that
registration statement.

                                      51

<PAGE>

         DESCRIPTION OF THE 8 1/8% SENIOR SUBORDINATED NOTES DUE 2009

General

   We will issue the Exchange Notes under the Indenture dated as of March 1,
2002 by and among the Company, the Guarantors and Union Bank of California,
N.A., as trustee (the "Trustee"). This is the same Indenture under which the
Outstanding Notes were issued. The terms of the Exchange 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 (the "TIA"). The Exchange Notes are
subject to all such terms, and Holders of Exchange Notes are referred to the
Indenture and the TIA for a statement thereof.

   The following summaries of certain provisions of the Indenture and the
Registration Rights Agreement are summaries only, do not purport to be complete
and are qualified in their entirety by reference to all of the provisions of
the Indenture and the Registration Rights Agreement. Copies of the form of
Indenture are available as set forth under the heading "Where You Can Find More
Information."

   The definitions of certain terms used in the following summary are set forth
below under the heading "--Certain Definitions." For purposes of this section,
references to "ECC" or "we," "our," or "us" include only Entravision
Communications Corporation and its successors in accordance with the terms of
the Indenture and, except pursuant to the terms of the Guarantees, not our
subsidiaries.

Exchange Notes Versus Outstanding Notes

   The Exchange Notes are substantially identical to the Outstanding Notes,
except that the transfer restrictions, registration rights and special
redemption provisions do not apply to the Exchange Notes.

   The following description is a summary of the material provisions of the
Indenture, and references to the "Notes" refer to both the Outstanding Notes
and the Exchange Notes, unless specifically stated otherwise. The following
description does not restate the Indenture in its entirety. We urge you to read
the Indenture because it, and not this description, defines your rights as a
Holder of the Notes.

Brief Description of the Notes and the Guarantees

   The Notes

      The Notes:

  .  are general unsecured obligations of ECC;

  .  are subordinated in right of payment to all existing and future Senior
     Debt of ECC;

  .  are pari passu in right of payment with any future senior subordinated
     Indebtedness of ECC; and

  .  are unconditionally guaranteed by the Guarantors.

The Guarantees

   The Notes are guaranteed by all of ECC's Domestic Subsidiaries. The Domestic
Subsidiaries do not include the Special Purpose License Subsidiaries.

      Each guarantee of the Notes:

  .  is a general unsecured obligation of the Guarantor;

  .  is subordinated in right of payment to all existing and future Senior Debt
     of that Guarantor; and

  .  is pari passu in right of payment with any future senior subordinated
     Indebtedness of that Guarantor.

                                      52

<PAGE>

   As of the date of this prospectus, ECC and the Guarantors had total Senior
Debt of approximately $35 million. As indicated above and as discussed in
detail below under the heading "Subordination," payments on the Notes and under
these guarantees are subordinated to the payment of Senior Debt. The Indenture
permits us and the Guarantors to incur additional Senior Debt.

   As of the date of the Indenture, all of our subsidiaries were "Restricted
Subsidiaries." However, under the circumstances described below under the
heading "Certain Covenants--Designation of Restricted and Unrestricted
Subsidiaries," we are permitted to designate certain of our subsidiaries as
"Unrestricted Subsidiaries." Our Unrestricted Subsidiaries are not subject to
many of the restrictive covenants in the Indenture. Our Unrestricted
Subsidiaries have not guaranteed the Notes.

Principal, Maturity and Interest

   The Indenture permits ECC to issue Notes with a maximum aggregate principal
amount of $300 million, of which $225 million were issued to the Initial
Purchasers. ECC may issue additional Notes from time to time. Any offering of
additional Notes is subject to the covenant described below under the heading
"Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred
Stock." The Notes and any additional Notes subsequently issued under the
Indenture will be treated as a single class for all purposes under the
Indenture, including, without limitation, waivers, amendments, redemptions and
offers to purchase. ECC will issue Notes in denominations of $1,000 and
integral multiples of $1,000. The Notes will mature on March 15, 2009.

   Interest on the Notes accrues at the rate of 8 1/8% per annum and is payable
semi-annually in arrears on March 15 and September 15, commencing on September
15, 2002. ECC will make each interest payment to the Holders of record on the
immediately preceding March 1 and September 1.

   Interest on the Notes accrues from the date of original issuance or, if
interest has already been paid, from the date it was most recently paid.
Interest is computed on the basis of a 360-day year comprised of twelve 30-day
months.

Methods of Receiving Payments on the Notes

   If a Holder has given wire transfer instructions to ECC, ECC will pay all
principal, interest and premium and Liquidated Damages, if any, on that
Holder's Notes in accordance with those instructions. All other payments on
Notes will be made at the office or agency of the paying agent and registrar
within the City of Los Angeles and State of California unless ECC elects to
make interest payments by check mailed to the Holders at their address set
forth in the register of Holders.

Paying Agent and Registrar for the Notes

   The Trustee or its affiliated paying agent is initially acting as paying
agent and registrar. ECC may change the paying agent or registrar without prior
notice to the Holders of the Notes, and ECC or any of its Subsidiaries may act
as paying agent or registrar.

Transfer and Exchange

   A Holder may transfer or exchange Notes in accordance with the Indenture.
The registrar and the Trustee may require a Holder to furnish appropriate
endorsements and transfer documents in connection with a transfer of Notes.
Holders are required to pay all taxes due on transfer. ECC is not required to
transfer or exchange any Note selected for redemption. Also, ECC is not
required to transfer or exchange any Note for a period of 15 days before a
selection of Notes is to be redeemed.

                                      53

<PAGE>

Subsidiary Guarantees

   The Notes are guaranteed by each of ECC's current and future Domestic
Subsidiaries. The Domestic Subsidiaries do not include the Special Purpose
License Subsidiaries. These Subsidiary Guarantees are joint and several
obligations of the Guarantors. Each Subsidiary Guarantee is subordinated to the
prior payment in full of all Senior Debt of that Guarantor. The obligations of
each Guarantor under its Subsidiary Guarantee are limited as necessary to
prevent that Subsidiary Guarantee from constituting a fraudulent conveyance
under applicable law. See "Risk Factors--Fraudulent Conveyance Matters."

   A Guarantor may not sell or otherwise dispose of all or substantially all of
its assets to, or consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person), another Person, other than ECC or another
Guarantor, unless:

   (1)  immediately after giving effect to that transaction, no Default or
Event of Default exists; and

   (2)  either:

      (a)  the Person acquiring the property in any such sale or disposition or
   the Person formed by or surviving any such consolidation or merger assumes
   all the obligations of that Guarantor under the Indenture, its Subsidiary
   Guarantee and the Registration Rights Agreement pursuant to a supplemental
   Indenture satisfactory to the Trustee; or

      (b)  the Net Proceeds of such sale or other disposition are applied in
   accordance with the applicable provisions of the Indenture.

   The Subsidiary Guarantee of a Guarantor will be released:

   (1)  in connection with any sale or other disposition of all or
substantially all of the assets of that Guarantor (including by way of merger
or consolidation) to a Person that is not (either before or after giving effect
to such transaction) a Subsidiary of ECC, if the sale or other disposition
complies with the "Asset Sale" provisions of the Indenture;

   (2)  in connection with any sale of all of the Capital Stock of a Guarantor
to a Person that is not (either before or after giving effect to such
transaction) a Subsidiary of ECC, if the sale complies with the "Asset Sale"
provisions of the Indenture;

   (3)  if ECC designates any Restricted Subsidiary that is a Guarantor as an
Unrestricted Subsidiary in accordance with the applicable provisions of the
Indenture;

   (4)  in connection with any transaction whereby a Guarantor is no longer a
Restricted Subsidiary immediately after giving effect to such transaction if
the transaction complies with the "Asset Sale" provisions of the Indenture; or

   (5)  upon the discharge or release of all guarantees of such Guarantor, and
all pledges of property or assets of such Guarantor securing all other
Indebtedness of ECC and its Restricted Subsidiaries.

   See below under the heading "Repurchase at the Option of Holders--Asset
Sales."

Subordination

   The payment of principal, interest and premium and Liquidated Damages, if
any, on the Notes is subordinated to the prior payment in full in cash of all
Senior Debt of ECC, including Senior Debt incurred after the date of the
Indenture.

   The holders of Senior Debt are entitled to receive payment in full in cash
of all Obligations due in respect of Senior Debt (including interest after the
commencement of any bankruptcy proceeding at the rate specified in the
applicable Senior Debt whether or not a claim for such interest would be
allowed in such

                                      54

<PAGE>

proceeding) before the Holders of Notes will 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 of Notes may receive and retain
Permitted Junior Securities and payments made from the trust described below
under the heading "Legal Defeasance and Covenant Defeasance" so long as, on the
date or dates the respective amounts were paid into trust, such payments were
made without violating the subordination provisions described herein), in the
event of any distribution to creditors of ECC:

   (1)  in a liquidation or dissolution of ECC;

   (2)  in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to ECC or its property;

   (3)  in an assignment for the benefit of creditors; or

   (4)  in any marshaling of ECC's assets and liabilities.

   To the extent any payment of Senior Debt (whether by or on behalf of ECC, 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.

   Neither ECC nor any Guarantor may make any payment in respect of the Notes
or on account of any purchase or redemption or other acquisition of any Note
(except in Permitted Junior Securities or from the trust described below under
the heading "Legal Defeasance and Covenant Defeasance" so long as, on the date
or dates the respective amounts were paid into trust, such payments were made
without violating the subordination provisions described herein) if:

   (1)  a default in the payment of the principal of, or premium, if any, or
interest on, or any fees or other amounts relating to Designated Senior Debt
occurs and is continuing beyond any applicable grace period; or

   (2)  any other default occurs and is continuing on any series of Designated
Senior Debt that permits holders of that series of Designated Senior Debt to
accelerate its maturity and the Trustee receives a notice of such default (a
"Payment Blockage Notice") from ECC or the holders of any Designated Senior
Debt.

   Payments on the Notes (including any missed payments) may and will be
resumed:

   (1)  in the case of a payment default, upon the date on which such default
is cured or waived; and

   (2)  in the case of a nonpayment default, upon the earlier of the date on
which such nonpayment default is cured or waived, 179 days after the date on
which the applicable Payment Blockage Notice is received, or 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 the
maturity of any Designated Senior Debt has been accelerated.

   No new Payment Blockage Notice may be delivered unless and until 360 days
have elapsed since the delivery 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 will 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.

   If the Trustee or any Holder of the Notes receives a payment in respect of
the Notes (except in Permitted Junior Securities or from the trust described
below under the heading "Legal Defeasance and Covenant

                                      55

<PAGE>

Defeasance" so long as, on the date or dates the respective amounts were paid
into trust, such payments were made without violating the subordination
provisions described herein) when the payment is prohibited by these
subordination provisions, the Trustee or Holder, as the case may be, will hold
the payment in trust for the benefit of the holders of Senior Debt. Upon the
proper written request of the holders of Senior Debt, the Trustee or the
Holder, as the case may be, will deliver the amounts in trust to the holders of
Senior Debt or their proper representative.

   ECC must promptly notify holders of Senior Debt if payment of the Notes is
accelerated because of an Event of Default.

   As a result of the subordination provisions described above, in the event of
a bankruptcy, liquidation or reorganization of ECC, Holders of Notes may
recover less ratably than creditors of ECC who are holders of Senior Debt. See
"Risk Factors--Subordination."

   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 ECC or any Holder or by the failure of ECC or any Holder to comply with
the 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
provisions of the Indenture or the obligations under the Indenture 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 ECC and any other Person.

   "Designated Senior Debt" means:

   (1)  any Indebtedness outstanding under the Credit Agreement; and

   (2)  any other Senior Debt permitted under the Indenture the principal
amount of which is $25 million or more (or otherwise available under a
committed facility) and that has been designated by ECC or a Guarantor as
"Designated Senior Debt."

   "Permitted Junior Securities" means:

   (1)  Equity Interests in ECC or, subject to the provisions of the Credit
Agreement, any Guarantor; or

   (2)  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 the Indenture.

   "Senior Debt" means:

   (1)  all Indebtedness of ECC or any Guarantor outstanding under the Credit
Facility and all Hedging Obligations with respect thereto;

   (2)  any other Indebtedness of ECC or any Guarantor permitted to be incurred
under the terms of the Indenture, unless the instrument under which such
Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Notes or any Subsidiary Guarantee; and

   (3)  all Obligations with respect to the items listed in the preceding
clauses (1) and (2).

                                      56

<PAGE>

   Notwithstanding anything to the contrary in the preceding, Senior Debt will
not include:

   (1)  any liability for federal, state, local or other taxes owed or owing by
ECC;

   (2)  any intercompany Indebtedness of ECC or any of its Restricted
Subsidiaries to ECC or any of its Affiliates;

   (3)  any trade payables; or

   (4)  the portion of any Indebtedness that is incurred in violation of the
Indenture.

Optional Redemption

   At any time prior to March 15, 2005, ECC may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Notes issued under the
Indenture at a redemption price of 108.125% of the principal amount, plus
accrued and unpaid interest and Liquidated Damages (as defined below under the
heading "Registration Rights; Liquidated Damages"), if any, to the redemption
date, with the net cash proceeds of one or more Equity Offerings; provided that:

   (1)  at least 65% of the aggregate principal amount of Notes issued under
the Indenture remains outstanding immediately after the occurrence of such
redemption (excluding Notes held by ECC and its Subsidiaries); and

   (2)  the redemption occurs within 180 days of the date of the closing of
such Equity Offering.

   Except pursuant to the preceding paragraph, the Notes will not be redeemable
at ECC's option prior to March 15, 2006.

   On or after March 15, 2006, ECC may redeem all or a part of the Notes 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, if any, on the Notes redeemed, to the
applicable redemption date, if redeemed during the twelve month period
beginning on March 15 of the years indicated below:

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

Mandatory Redemption

   ECC is not required to make mandatory redemption or sinking fund payments
with respect to the Notes.

Repurchase at the Option of Holders

   Change of Control

   If a Change of Control occurs, each Holder of Notes will have the right to
require ECC to repurchase all or any part (equal to $1,000 or an integral
multiple of $1,000) of that Holder's Notes pursuant to a Change of Control
Offer on the terms set forth in the Indenture. In the Change of Control Offer,
ECC will offer a Change of Control Payment in cash equal to 101% of the
aggregate principal amount of Notes repurchased plus accrued and unpaid
interest and Liquidated Damages, if any, on the Notes repurchased, to the date
of purchase. Within 10 business days following any Change of Control, ECC will
mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase Notes on the Change
of Control Payment Date specified in the notice, which date will be no earlier
than 30 days and no later than 60 days from the date such notice is mailed,
pursuant to the procedures required by the Indenture and described

                                      57

<PAGE>

in such notice. ECC will 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 the
repurchase of the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the Change
of Control provisions of the Indenture, ECC will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Change of Control provisions of the Indenture by virtue
of such conflict.

   On the Change of Control Payment Date, ECC will, to the extent lawful:

   (1)  accept for payment all Notes or portions of Notes properly tendered
pursuant to the Change of Control Offer;

   (2)  deposit with the paying agent an amount equal to the Change of Control
Payment in respect of all Notes or portions of Notes properly tendered; and

   (3)  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 of Notes being purchased by ECC.

   The paying agent will promptly mail to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee will
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 will be in a
principal amount of $1,000 or an integral multiple of $1,000.

   Prior to complying with any of the provisions of this "Change of Control"
covenant, but in any event within 90 days following a Change of Control, ECC
will either repay all outstanding Senior Debt or obtain the requisite consents,
if any, under all agreements governing outstanding Senior Debt to permit the
repurchase of Notes required by this covenant. ECC will publicly announce the
results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.

   The provisions described above that require ECC to make a Change of Control
Offer following a Change of Control will be applicable whether or not any other
provisions of the Indenture are applicable. Except as described above with
respect to a Change of Control, the Indenture does not contain provisions that
permit the Holders of the Notes to require that ECC repurchase or redeem the
Notes in the event of a takeover, recapitalization or similar transaction.

   ECC will 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 the
Indenture applicable to a Change of Control Offer made by ECC and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer.

   The definition of Change of Control includes a phrase relating to the direct
or indirect sale, lease, transfer, conveyance or other disposition of "all or
substantially all" of the properties or assets of ECC and its Subsidiaries
taken as a whole. Although there is a limited body of case law interpreting the
phrase "substantially all," there is no precise established definition of the
phrase under applicable law. Accordingly, the ability of a Holder of Notes to
require ECC to repurchase its Notes as a result of a sale, lease, transfer,
conveyance or other disposition of less than all of the assets of ECC and its
Subsidiaries taken as a whole to another Person or group may be uncertain.

Asset Sales

   (A)  ECC will not, and will not permit any of its Restricted Subsidiaries
to, consummate an Asset Sale unless:

   (1)  ECC (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;

                                      58

<PAGE>

   (2)  the fair market value is determined by ECC'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; provided that with respect to assets which are
purchased as part of a larger acquisition 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

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

      (a)  any liabilities, as shown on ECC's or such Restricted Subsidiary's
   most recent balance sheet, of ECC 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
   ECC or such Restricted Subsidiary from further liability; and

      (b)  any securities, notes or other obligations received by ECC or any
   such Restricted Subsidiary from such transferee that are converted by ECC 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 (3) above will 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, ECC, a Guarantor or any Restricted Subsidiary
will be permitted to consummate an Asset Sale without complying with the
foregoing if:

      (x)  ECC, 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 ECC'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 million in broadcast cash flow
   over the 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 (3)(a)
of the preceding paragraph) received by ECC, 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, ECC, such Guarantor or such Restricted Subsidiary may apply those Net
Proceeds at its option:

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

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

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

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

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

   Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $10 million, ECC will 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 the 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 will be equal to 100% of principal
amount plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, ECC may use those Excess Proceeds
for any purpose not otherwise prohibited by the 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 will 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
will be reset at zero.

   (C)  ECC will 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 the
Indenture, ECC will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations under the Asset Sale
provisions of the Indenture by virtue of such conflict.

   The agreements governing ECC's outstanding Senior Debt may prohibit ECC from
purchasing any notes, and may also provide that certain change of control or
asset sale events with respect to ECC would constitute a default under these
agreements. Any future credit agreements or other agreements relating to Senior
Debt to which ECC becomes a party may contain similar restrictions and
provisions. In the event a Change of Control or Asset Sale occurs at a time
when ECC is prohibited from purchasing Notes, ECC could seek the consent of its
senior lenders to the purchase of Notes or could attempt to refinance the
borrowings that contain such prohibition. If ECC does not obtain such a consent
or repay such borrowings, ECC will remain prohibited from purchasing Notes. In
such case, ECC's failure to purchase tendered Notes would constitute an Event
of Default under the Indenture which would, in turn, constitute a default under
such Senior Debt. In such circumstances, the subordination provisions in the
Indenture would likely restrict payments to the Holders of Notes.

Selection and Notice

   If less than all of the Notes are to be redeemed or purchased in an offer to
purchase at any time, the Trustee will select Notes for redemption or purchase
as follows:

   (1)  if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange
on which the Notes are listed; or

   (2)  if the Notes are not listed on any national securities exchange, on a
pro rata basis, by lot or by such method as the Trustee deems fair and
appropriate.

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   No Notes of $1,000 or less can be redeemed in part. Notices of redemption
will be mailed by first class mail at least 30 but not more than 60 days before
the redemption date to each Holder of Notes to be redeemed at its registered
address, except that redemption notices may be mailed more than 60 days prior
to a redemption date if the notice is issued in connection with a defeasance of
the Notes or a satisfaction and discharge of the Indenture. Notices of
redemption may not be conditional.

   If any Note is to be redeemed in part only, the notice of redemption that
relates to that Note will state the portion of the principal amount of that
Note that is to be redeemed. A new note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the
Holder of Notes upon cancellation of the original Note. Notes called for
redemption become due on the date fixed for redemption. On and after the
redemption date, interest ceases to accrue on Notes or portions of them called
for redemption.

Certain Covenants

   Restricted Payments

   ECC will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly:

   (1)  declare or pay any dividend or make any other payment or distribution
on account of ECC's or any of its Restricted Subsidiaries' Equity Interests
(including, without limitation, any payment in connection with any merger or
consolidation involving ECC or any of its Restricted Subsidiaries) or to the
direct or indirect holders of ECC'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
ECC and other than dividends or distributions payable to ECC or a Restricted
Subsidiary of ECC);

   (2)  purchase, redeem or otherwise acquire or retire for value (including,
without limitation, in connection with any merger or consolidation involving
ECC) any Equity Interests of ECC or any direct or indirect parent of ECC (other
than any such Equity Interests owned by ECC or a Restricted Subsidiary);

   (3)  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

   (4)  make any Restricted Investment (all such payments and other actions set
forth in these clauses (1) through (4) above being collectively referred to as
"Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

   (1)  no Default or Event of Default has occurred and is continuing or would
occur as a consequence of such Restricted Payment;

   (2)  ECC 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 the first paragraph of the covenant described below under the
heading "--Incurrence of Indebtedness and Issuance of Preferred Stock"; and

   (3)  such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by ECC and its Restricted Subsidiaries after the
date of the Indenture (excluding Restricted Payments permitted by clauses (2),
(3), (7) and (8) of the next succeeding paragraph) is less than the sum,
without duplication of:

      (a)  (i) 100% of the aggregate Consolidated Cash Flow of ECC (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 ECC's most recent calendar month for which financial information is
   available to ECC ending prior to the date of such

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   proposed Restricted Payment, taken as one accounting period, less (ii) 1.4
   times Consolidated 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 ECC 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 ECC (other than Disqualified
   Stock), or of Disqualified Stock or debt securities of ECC 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

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

      (d)  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

      (e)  the net cash proceeds received by ECC or any of its Restricted
   Subsidiaries from the disposition, retirement or redemption of all or any
   portion of such Investments referred to in clause (4) above (other than to a
   Restricted Subsidiary).

   The preceding provisions will not prohibit:

   (1)  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 the Indenture;

   (2)  the redemption, repurchase, retirement, defeasance or other acquisition
of any subordinated Indebtedness of ECC or any Guarantor or of any Equity
Interests of ECC in exchange for, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Restricted Subsidiary of ECC)
of, Equity Interests of ECC (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 will be excluded from
clause (3)(b) of the preceding paragraph;

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

   (4)  loans to members of management of ECC or any Restricted Subsidiary, the
proceeds of which are used for a concurrent purchase of Equity Interests of ECC
or a capital contribution to ECC, in an aggregate amount not in excess of $2
million (provided that the proceeds from such purchase of Equity Interests or
capital contribution shall be excluded from the calculation of amounts under
clause (3) above), provided that such loans shall be included in the
calculation of the amount of Restricted Payments from and after such time;

   (5)  the repurchase, redemption or other acquisition or retirement for value
of any Equity Interests of ECC or any Restricted Subsidiary of ECC or the
payment of a dividend to any Restricted Subsidiary of ECC to effect the
repurchase, redemption, acquisition or retirement of ECC or its Restricted
Subsidiary's Equity Interests, that are held by any member or former member of
ECC'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 million 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;

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

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

   (8)  the retirement of any shares of Disqualified Stock of ECC by conversion
into, or by exchange for, shares of Disqualified Stock of ECC, or out of the
net cash proceeds of the substantially concurrent sale (other

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than to a Restricted Subsidiary of ECC) of other shares of Disqualified Stock
of ECC, provided that the Disqualified Stock of ECC that replaces the retired
shares of Disqualified Stock of ECC shall not require the direct or indirect
payment of the liquidation preference earlier in time than the final stated
maturity of the retired shares of Disqualified Stock of ECC; and

   (9)  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) will 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 ECC 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
covenant will be determined by the Board of Directors or Special Committee
thereof whose resolution with respect thereto will 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 the fair market value exceeds $10 million.

   Incurrence of Indebtedness and Issuance of Preferred Stock

   ECC and the Guarantors will not, and will 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 ECC will not issue any Disqualified Stock and will not
permit any of its Subsidiaries to issue any shares of preferred stock;
provided, however, that ECC or any Guarantor may incur Indebtedness (including
Acquired Debt) or issue shares of Disqualified Stock or preferred stock if
ECC's Leverage Ratio at the time of incurrence of such Indebtedness or the
issuance of such Disqualified Stock or such preferred stock, as the 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 ECC for
which internal financial statements are available, would have been no greater
than 7.1 to 1.

   The first paragraph of this covenant will not prohibit the incurrence of any
of the following items of Indebtedness (collectively, "Permitted Debt"):

   (1)  the incurrence by ECC 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 (1) (with letters of credit being
deemed to have a principal amount equal to the maximum potential liability of
ECC and its Subsidiaries thereunder) not to exceed $250 million, less the
aggregate amount applied by ECC and the Restricted Subsidiaries to permanently
reduce the availability of Indebtedness under the Credit Facility pursuant to
the covenant described above under the heading "Repurchase at the Option of
Holders--Asset Sales";

   (2)  the incurrence by ECC and its Restricted Subsidiaries of the Existing
Indebtedness;

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

   (4)  the incurrence by ECC 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 (4), not to exceed $10 million at any time outstanding;

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   (5)  the incurrence by ECC or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of
which are used to refund, refinance or replace Indebtedness (other than
intercompany Indebtedness) that was permitted by the Indenture to be incurred
under the first paragraph of this covenant or clauses (2), (3), (4), (5), (10)
or (12) of this paragraph;

   (6)  the incurrence by ECC or any of its Restricted Subsidiaries of
intercompany Indebtedness between or among ECC and any of its Wholly Owned
Subsidiaries; provided, however, that (i) any subsequent issuance or transfer
of Equity Interests that results in any such Indebtedness being held by a
Person other than ECC or a Subsidiary of ECC and (ii) any sale or other
transfer of any such Indebtedness to a Person that is not either ECC or a
Restricted Subsidiary of ECC will be deemed, in each case, to constitute an
incurrence of such Indebtedness by ECC or such Restricted Subsidiary, as the
case may be, that was not permitted by this clause (6);

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

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

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

   (10)  Indebtedness incurred by ECC 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;

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

   (12)  Acquisition Debt of ECC or any 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 ECC 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 ECC 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 ECC or such Restricted Subsidiary, which notice shall be executed on ECC's
behalf by the chief financial officer of ECC in such capacity and shall
describe in reasonable detail the acquisition or LMA, as the case may be, which
such Acquisition Debt will 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, ECC or such Restricted Subsidiary could have incurred such
Acquisition Debt under the Indenture, including compliance with the first
paragraph of this covenant, as of the date upon which ECC 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

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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);

   (13)  the incurrence by ECC'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 ECC that
was not permitted by this clause (13); and

   (14)  the incurrence by ECC or any of its 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 Indebtedness incurred
pursuant to this clause (14), not to exceed $20 million.

   For purposes of determining compliance with this "Incurrence of Indebtedness
and Issuance of Preferred Stock" covenant, 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 (1) through (14) above, or is entitled to
be incurred pursuant to the first paragraph of this covenant, ECC will 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 covenant. Accrual of interest, accretion or
amortization of original issue discount and the accretion of accreted value
will not be deemed to be an incurrence of Indebtedness for purposes of this
covenant. Indebtedness under Credit Facilities outstanding on the date on which
the Outstanding Notes were first issued and authenticated under the Indenture
will be deemed to have been incurred on such date in reliance on the exception
provided by clause (1) of the definition of Permitted Debt.

   No Senior Subordinated Debt

   ECC will 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 ECC and senior in any respect in right of payment to the
Notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is subordinate 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.

   Liens

   ECC will not, and will 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.

   Dividend and Other Payment Restrictions Affecting Subsidiaries

   ECC will not, and will 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:

   (1)  pay dividends or make any other distributions on its Capital Stock to
ECC 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 ECC or any of its Restricted Subsidiaries;

   (2)  make loans or advances to ECC or any of its Restricted Subsidiaries; or

   (3)  transfer any of its properties or assets to ECC or any of its
Restricted Subsidiaries.

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

   (1)  agreements governing Existing Indebtedness and Credit Facilities as in
effect on the date of the 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 the Indenture;

   (2)  the Indenture, the Notes and the Subsidiary Guarantees;

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

   (4)  any instrument governing Indebtedness or Capital Stock of a Person
acquired by ECC 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 the Indenture to be incurred;

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

   (6)  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 (3) of the preceding
paragraph;

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

   (8)  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;

   (9)  Liens securing Indebtedness otherwise permitted to be incurred under
the provisions of the covenant described above under the heading "Liens" that
limit the right of the debtor to dispose of the assets subject to such Liens;

   (10)  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

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

   Merger, Consolidation or Sale of Assets

   ECC may not, directly or indirectly: (1) consolidate or merge with or into
another Person (whether or not ECC is the surviving corporation); or (2) sell,
assign, transfer, convey or otherwise dispose of all or substantially all of
the properties or assets of ECC and its Restricted Subsidiaries taken as a
whole, in one or more related transactions, to another Person; unless:

   (1)  either: (a) ECC is the surviving corporation; or (b) the Person formed
by or surviving any such consolidation or merger (if other than ECC) 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;

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   (2)  the Person formed by or surviving any such consolidation or merger (if
other than ECC) or the Person to which such sale, assignment, transfer,
conveyance or other disposition has been made assumes all the obligations of
ECC under the Notes, the Indenture and the Registration Rights Agreement
pursuant to agreements reasonably satisfactory to the Trustee;

   (3)  immediately after such transaction no Default or Event of Default
exists; and

   (4)  ECC or the Person formed by or surviving any such consolidation or
merger (if other than ECC), or to which such sale, assignment, transfer,
conveyance or other disposition has been made (a) will, 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 the covenant described above under the heading "--Incurrence of
Indebtedness and Issuance of Preferred Stock," 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 ECC's Leverage Ratio immediately prior to
the transaction.

   The preceding clause (4) will not prohibit: (a) a merger between ECC and one
of ECC's Wholly Owned Restricted Subsidiaries; or (b) a merger between ECC and
one of ECC's Affiliates incorporated solely for the purpose of reincorporating
in another state of the U.S.

   In addition, ECC may not, directly or indirectly, lease all or substantially
all of its properties or assets, in one or more related transactions, to any
other Person. This "Merger, Consolidation or Sale of Assets" covenant will not
apply to a sale, assignment, transfer, conveyance or other disposition of
assets between or among ECC and any of its Wholly Owned Restricted Subsidiaries.

   Transactions with Affiliates

   ECC will not, and will not permit any of its 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:

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

   (2) ECC delivers to the Trustee:

      (a)  with respect to any Affiliate Transaction or series of related
   Affiliate Transactions involving aggregate consideration in excess of $1
   million, a resolution of the Board of Directors set forth in an officers'
   certificate certifying that such Affiliate Transaction complies with this
   covenant and that such Affiliate Transaction has been approved by a majority
   of the disinterested members of the Board of Directors; and

      (b)  with respect to any Affiliate Transaction or series of related
   Affiliate Transactions involving aggregate consideration in excess of $10
   million, 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 will not be deemed to be Affiliate Transactions and,
therefore, will not be subject to the provisions of the prior paragraph:

   (1)  any employment agreement entered into by ECC or any of its Subsidiaries
in the ordinary course of business and consistent with the past practice of ECC
or such Subsidiary;

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   (2)  transactions between or among ECC and/or its Restricted Subsidiaries;

   (3)  loans, advances, payment of reasonable fees, indemnification of
directors, or similar arrangements to officers, directors, employees and
consultants who are not otherwise Affiliates of ECC;

   (4)  sales of Equity Interests (other than Disqualified Stock) to Affiliates
of ECC;

   (5)  transactions under any contract or agreement in effect on the date of
the 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 ECC and its Restricted Subsidiaries than the contract or agreement
as in effect on the date of the Indenture;

   (6)  services provided to any Unrestricted Subsidiary of ECC 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 ECC and its Restricted Subsidiaries as those that would have been
obtained in a comparable transaction with an unrelated Person;

   (7)  Permitted Investments and Restricted Payments that are permitted by the
provisions of the Indenture described above under the heading "--Restricted
Payments"; and

   (8)  (a) additional affiliation agreements and/or joint sales agreements
with Univision relating to the Univision network or Telefutura network, and (b)
any purchase or sale by Univision of ECC's Capital Stock.

   Additional Subsidiary Guarantees

   If ECC or any of its Subsidiaries acquires or creates another Domestic
Subsidiary after the date of the Indenture, excluding all Subsidiaries that
have been properly designated as Unrestricted Subsidiaries in accordance with
the Indenture for so long as they continue to constitute Unrestricted
Subsidiaries, then that newly acquired or created Domestic Subsidiary will
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.

   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 ECC 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 the covenant described above under the heading
"--Restricted Payments" or Permitted Investments, as determined by ECC. 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.

   Limitation on Issuances and Sales of Equity Interests in Wholly Owned
Subsidiaries

   ECC will not, and will not permit any of its Subsidiaries to, transfer,
convey, sell, lease or otherwise dispose of any Equity Interests in any Wholly
Owned Restricted Subsidiary of ECC to any Person (other than ECC or a Wholly
Owned Restricted Subsidiary of ECC), unless:

   (1)  as a result of such transfer, conveyance, sale, lease or other
disposition or issuance such Restricted Subsidiary no longer constitutes a
Subsidiary; and

   (2)  the cash Net Proceeds from such transfer, conveyance, sale, lease or
other disposition are applied in accordance with the covenant described above
under the heading "Repurchase at the Option of Holders--Asset Sales."

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   In addition, ECC will not permit any Wholly Owned Restricted Subsidiary of
ECC 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 ECC or a Wholly Owned Restricted Subsidiary of ECC.

   Payments for Consent

   ECC will not, and will 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 the 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.

Reports

   Whether or not required by the Commission so long as any Notes are
outstanding, ECC will furnish to the Holders of Notes, within the time periods
specified in the Commission's rules and regulations (or if no longer required
within the time period last required by the time periods specified in the
Commission's rules and regulations):

   (1)  all quarterly and annual financial information that would be required
to be contained in a filing with the Commission on Forms 10-Q and 10-K if ECC
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
ECC's certified independent accountants; and

   (2)  all current reports that would be required to be filed with the
Commission on Form 8-K if ECC were required to file such reports.

   If ECC 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, 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, a
reasonably detailed summary of financial condition and results of operations of
the Unrestricted Subsidiaries containing line items substantially consistent
with those contained in the summary section of this prospectus.

   In addition, following the consummation of the Exchange Offer contemplated
by the Registration Rights Agreement, whether or not required by the
Commission, ECC will file a copy of all of the information and reports referred
to in clauses (1) and (2) above with the Commission for public availability
within the time periods specified in the Commission's rules and regulations
(unless the Commission will not accept such a filing) and make such information
available to securities analysts and prospective investors upon request. In
addition, ECC has agreed that, for so long as any Notes remain outstanding, it
will 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.

Events of Default and Remedies

   Each of the following is an Event of Default:

   (1)  default for 30 days in the payment when due of interest on, or
Liquidated Damages with respect to, the Notes whether or not prohibited by the
subordination provisions of the Indenture;

   (2)  default in payment when due of the principal of, or premium, if any, on
the Notes, whether or not prohibited by the subordination provisions of the
Indenture;

   (3)  (i) failure by ECC or any of its Restricted Subsidiaries to comply with
the provisions described above under the headings "Repurchase at the Option of
Holders--Change of Control" or "Certain Covenants--Merger,

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Consolidation or Sale of Assets" or (ii) failure by ECC to comply with any of
the covenants under the Indenture in connection with any payment with respect
to the preferred stock, or a judgment against ECC requiring ECC to make a
payment with respect to the preferred stock;

   (4)  failure by ECC or any of its Restricted Subsidiaries for 30 days after
notice from the Trustee or holders of at least 25% in principal amount of the
Notes to comply with the provisions described above under the headings
"Repurchase at the Option of Holders--Asset Sales," "Certain
Covenants--Restricted Payments" or "Certain Covenants--Incurrence of
Indebtedness and Issuance of Preferred Stock";

   (5)  failure by ECC or any of its Restricted Subsidiaries for 60 days after
notice from the Trustee or holders of 25% in principal amount of the Notes to
comply with any of the other agreements in the Indenture;

   (6)  default 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 ECC or any of its Restricted Subsidiaries (or the payment
of which is guaranteed by ECC or any of its Restricted Subsidiaries) whether
such Indebtedness or guarantee now exists, or is created after the date of the
Indenture, if that default:

      (a)  is caused by a failure to pay principal of such Indebtedness at the
   final stated maturity thereof (a "Payment Default"), or

      (b)  results in the acceleration of such Indebtedness prior to its
   express maturity,

   and, in each case, the principal amount of any 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 million or more;

   (7)  failure by ECC or any of its Restricted Subsidiaries to pay final
judgments aggregating in excess of $5 million not covered by insurance, which
judgments are not paid, discharged or stayed for a period of 60 days;

   (8)  except as permitted by the Indenture, any 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
Significant Subsidiary that is a Guarantor, or any Person acting on behalf of
any such Guarantor, shall deny or disaffirm its obligations under its
Guarantee; and

   (9)  certain events of bankruptcy or insolvency described in the Indenture
with respect to ECC or any of its Restricted Subsidiaries.

   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 (6) of the preceding paragraph, the
declaration of acceleration of the Notes shall be automatically annulled if the
holders of any Indebtedness described in clause (6) of the preceding paragraph
have rescinded the declaration of acceleration in respect of the Indebtedness
within 30 days of the date of the declaration and if:

   (1)  the annulment of the acceleration of Notes would not conflict with any
judgment or decree of a court of competent jurisdiction; and

   (2)  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.

   In the case of an Event of Default arising from certain events of bankruptcy
or insolvency, with respect to ECC, any Restricted Subsidiary that is a
Significant Subsidiary or any group of Restricted Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all Notes outstanding will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in principal amount of the Notes then outstanding may declare all
the Notes to be due and payable immediately.

   Holders of the Notes 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 Notes then outstanding may direct

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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
if it determines that withholding notice is in their interest, except a Default
or Event of Default relating to the payment of principal or interest or
Liquidated Damages.

   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
interest or Liquidated Damages on, or the principal of, the Notes.

   In the case of any Event of Default occurring by reason of any willful
action or inaction taken or not taken by or on behalf of ECC with the intention
of avoiding payment of the premium that ECC would have had to pay if ECC then
had elected to redeem the Notes pursuant to the optional redemption provisions
of the Indenture, an equivalent premium will also become and be immediately due
and payable to the extent permitted by law upon the acceleration of the Notes.
If an Event of Default occurs prior to, by reason of any willful action (or
inaction) taken (or not taken) or on behalf of ECC with the intention of
avoiding the prohibition on redemption of the Notes prior to March 15, 2006,
then the premium specified in the Indenture will also become immediately due
and payable to the extent permitted by law upon the acceleration of the Notes.

   ECC is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture. Upon becoming aware of any Default or Event of
Default, ECC is required to deliver to the Trustee a statement specifying such
Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

   No director, officer, employee, incorporator or stockholder of ECC, any
Subsidiary of ECC, or any Guarantor, as such, will have any liability for any
obligations of ECC or the Guarantors under the Notes, the Indenture, the
Subsidiary Guarantees, or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder of 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. The waiver may not be effective to
waive liabilities under the federal securities laws.

Legal Defeasance and Covenant Defeasance

   ECC may, at its option and at any time elect to have all of its obligations
discharged with respect to the Outstanding Notes and all obligations of the
Guarantors discharged with respect to their Subsidiary Guarantees ("Legal
Defeasance") except for:

   (1)  the rights of Holders of Outstanding Notes to receive payments in
respect of the principal of, or interest or premium and Liquidated Damages, if
any, on such Notes when such payments are due from the trust referred to below;

   (2)  ECC's obligations with respect to the Notes concerning issuing
temporary Notes, registration of Notes, mutilated, destroyed, lost or stolen
Notes and the maintenance of an office or agency for payment and money for
security payments held in trust;

   (3)  the rights, powers, trusts, duties and immunities of the Trustee, and
ECC's and the Guarantors' obligations in connection therewith; and

   (4)  the Legal Defeasance provisions of the Indenture.

   In addition, ECC may, at its option and at any time, elect to have the
obligations of ECC and the Guarantors released with respect to certain
covenants that are described in the Indenture ("Covenant Defeasance") and
thereafter any omission to comply with those covenants will not constitute a
Default or Event of Default with respect to the Notes. In the event Covenant
Defeasance occurs, certain events (not including non-payment,

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bankruptcy, receivership, rehabilitation and insolvency events) described above
under the heading "Events of Default and Remedies" will no longer constitute an
Event of Default with respect to the Notes.

   In order to exercise either Legal Defeasance or Covenant Defeasance:

   (1)  ECC must irrevocably deposit with the Trustee, in trust, for the
benefit of the Holders of the Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination of cash in U.S. dollars and
non-callable Government Securities, in amounts as will be sufficient, in the
opinion of a nationally recognized firm of independent public accountants, to
pay the principal of, or interest and premium and Liquidated Damages, if any,
on the Outstanding Notes on the stated maturity or on the applicable redemption
date, as the case may be, and ECC must specify whether the Notes are being
defeased to maturity or to a particular redemption date;

   (2)  in the case of Legal Defeasance, ECC has delivered to the Trustee an
opinion of counsel reasonably acceptable to the Trustee confirming that (a) ECC
has received from, or there has been published by, the Internal Revenue Service
a ruling or (b) since the date of the Indenture, 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 will 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;

   (3)  in the case of Covenant Defeasance, ECC has delivered to the Trustee an
opinion of counsel 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;

   (4)  no Default or Event of Default has occurred and is continuing on the
date of such deposit (other than a Default or Event of Default resulting from
the borrowing of funds to be applied to such deposit);

   (5)  such Legal Defeasance or Covenant Defeasance will not result in a
breach or violation of, or constitute a default under any material agreement or
instrument (other than the Indenture) to which ECC or any of its Restricted
Subsidiaries is a party or by which ECC or any of its Restricted Subsidiaries
is bound;

   (6)  ECC must deliver to the Trustee an officers' certificate stating that
the deposit was not made by ECC with the intent of preferring the Holders of
Notes over the other creditors of ECC with the intent of defeating, hindering,
delaying or defrauding creditors of ECC or others; and

   (7)  ECC must deliver to the Trustee an officers' certificate and an opinion
of counsel, which opinion may be subject to customary assumptions and
exclusions, each stating that all conditions precedent relating to the Legal
Defeasance or the Covenant Defeasance have been complied with.

   The Credit Agreement restricts ECC's ability to effect a Legal Defeasance or
a Covenant Defeasance.

Amendment, Supplement and Waiver

   Except as provided in the next three succeeding paragraphs, 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 Notes
then outstanding (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or Exchange Offer for, the
Notes), and any existing default or compliance with any provision of the
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 (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or Exchange Offer for, the
Notes).

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   Without the consent of each Holder affected, an amendment or waiver may not
(with respect to any Notes held by a non-consenting Holder):

   (1)  reduce the principal amount of Notes whose Holders must consent to an
amendment, supplement or waiver;

   (2)  reduce the principal of or change the fixed maturity of any Note or
alter the provisions with respect to the redemption of the Notes (other than
provisions relating to the covenants described above under the heading
"Repurchase at the Option of Holders");

   (3)  reduce the rate of or change the time for payment of interest,
including default interest, on any Note, except that with the consent of 75% in
principal amount of the Notes then outstanding, any interest payment may be
postponed for a period not to exceed three years;

   (4)  waive a Default or Event of Default in the payment of principal of, or
interest or premium, 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 Notes and a waiver of the payment default
that resulted from such acceleration);

   (5)  make any Note payable in money other than that stated in the Notes;

   (6)  make any change in the provisions of the 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;

   (7)  waive a redemption payment with respect to any Note (other than a
payment required by one of the covenants described above under the heading
"Repurchase at the Option of Holders"); or

   (8)  make any change in the preceding amendment and waiver provisions.

   In addition, (x) any amendment to, or waiver of, the provisions of the
Indenture relating to subordination that adversely affects the rights of the
Holders of the Notes, (y) the release of any Guarantor from any of its
obligations under its Subsidiary Guarantee or the Indenture or (z) postponement
of any interest payment for a period not to exceed three years, except in
accordance with the terms of the Indenture, will require the consent of the
Holders of at least 75% in aggregate principal amount of Notes then outstanding.

   Notwithstanding the preceding, without the consent of any Holder of Notes,
ECC, the Guarantors and the Trustee may amend or supplement the Indenture or
the Notes:

   (1)  to cure any ambiguity, defect or inconsistency;

   (2)  to provide for uncertificated Notes in addition to or in place of
certificated Notes, or to alter certain provisions relating to the Notes in a
manner that does not materially adversely affect any Holder;

   (3)  to provide for the assumption of ECC's obligations to Holders of Notes
in the case of a merger or consolidation or sale of all or substantially all of
ECC's assets;

   (4)  to make any change that would provide any additional rights or benefits
to the Holders of Notes or that does not adversely affect the legal rights
under the Indenture of any such Holder;

   (5)  to comply with requirements of the Commission in order to effect or
maintain the qualification of the Indenture under the TIA;

   (6)  to provide for the issuance of additional Notes in accordance with the
limitations set forth in the Indenture as of its date; or

   (7)  to allow any Guarantor to execute a supplemental Indenture and/or a
Guarantee with respect to the Notes.

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Satisfaction and Discharge

   The Indenture will be discharged and will cease to be of further effect as
to all Notes issued thereunder, 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 been deposited in trust and thereafter repaid to ECC, 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 mailing of a
   notice of redemption or otherwise or will become due and payable within one
   year and ECC 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 of cash in U.S. dollars and non-callable Government Securities,
   in 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 has occurred and is continuing on the
date of the deposit or will occur as a result of the deposit and the deposit
will not result in a breach or violation of, or constitute a default under, any
other instrument to which ECC or any Guarantor is a party or by which ECC or
any Guarantor is bound;

   (3)  ECC or any Guarantor has paid or caused to be paid all sums payable by
it under the Indenture; and

   (4)  ECC has delivered irrevocable instructions to the Trustee under the
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, ECC 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.

Concerning the Trustee

   If the Trustee becomes a creditor of ECC or any Guarantor, the Indenture
limits its right to obtain payment of claims in certain cases, or to realize on
certain property received in respect of any such claim as security or
otherwise. The Trustee will be permitted to engage in other transactions;
however, if it acquires any conflicting interest it must eliminate such
conflict within 90 days and apply to the Commission for permission to continue
or resign.

   The Holders of a majority in principal amount of the then Outstanding Notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee, subject to
certain exceptions. The Indenture provides that in case an Event of Default
occurs and is continuing, the Trustee will be required, in the exercise of its
power, to use the degree of care of a prudent man in the conduct of his own
affairs. Subject to such provisions, the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder of Notes, unless such Holder has offered to the Trustee security and
indemnity satisfactory to it against any loss, liability or expense.

Additional Information

   Anyone who receives this prospectus may obtain a copy of the Indenture and
Registration Rights Agreement without charge by writing to Entravision
Communications Corporation, 2425 Olympic Boulevard, Suite 6000 West, Santa
Monica, California 90404, Attention: Assistant Corporate Secretary, or by
sending an email message to mrowles@entravision.com.

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Book-Entry, Delivery and Form

   The Outstanding Notes were offered and sold to qualified institutional
buyers in reliance on Rule 144A ("Rule 144A Notes"). Outstanding Notes also
were offered and sold in offshore transactions in reliance on Regulation S
("Regulation S Notes"). Except as set forth below, Notes will be issued in
registered, global form in minimum denominations of $1,000 and integral
multiples of $1,000 in excess of $1,000. The Outstanding Notes were issued only
against payment in immediately available funds.

   Rule 144A Notes are represented by one or more Notes in registered, global
form without interest coupons (collectively, the "Rule 144A Global Notes").
Regulation S Notes are represented by one or more Notes in registered, global
form without interest coupons (collectively, the "Regulation S Temporary Global
Notes"). The Rule 144A Global Notes and the Regulation S Temporary Global Notes
were deposited upon issuance with the Trustee as custodian for The Depository
Trust Company ("DTC"), in New York, New York, and registered in the name of DTC
or its nominee, in each case for credit to an account of a direct or indirect
participant in DTC as described below. Through and including the 40th day after
the later of the commencement of the offering to the Initial Purchasers and the
closing of the offering (such period through and including such 40th day, the
"Restricted Period"), beneficial interests in the Regulation S Temporary Global
Notes are permitted to be held only through the Euroclear System ("Euroclear")
and Clearstream Banking, S.A. ("Clearstream") (as indirect participants in
DTC), unless transferred to a person that takes delivery through a Rule 144A
Global Note in accordance with the certification requirements described below.
Within a reasonable time period after the expiration of the Restricted Period,
the Regulation S Temporary Global Notes will be exchanged for one or more
permanent Notes in registered, global form without interest coupons
(collectively, the "Regulation S Permanent Global Notes" and, together with the
Regulation S Temporary Global Notes, the "Regulation S Global Notes" (the
Regulation S Global Notes and Rule 144A Global Notes, collectively being the
"Global Notes")) upon delivery to DTC of certification of compliance with the
transfer restrictions applicable to the Notes and pursuant to Regulation S as
provided in the Indenture. Beneficial interests in the Rule 144A Global Notes
may not be exchanged for beneficial interests in the Regulation S Global Notes
at any time except in the limited circumstances described below. See below
under the heading "Exchanges between Regulation S Notes and Rule 144A Notes."

   Except as set forth below, the Global Notes may be transferred, in whole and
not in part, only to another nominee of DTC or to a successor of DTC or its
nominee. Beneficial interests in the Global Notes may not be exchanged for
Notes in certificated form except in the limited circumstances described below.
See below under the heading "Exchange of Global Notes for Certificated Notes."
Except in the limited circumstances described below, owners of beneficial
interests in the Global Notes will not be entitled to receive physical delivery
of Notes in certificated form.

   Rule 144A Notes (including beneficial interests in the Rule 144A Global
Notes) are subject to certain restrictions on transfer and bear a restrictive
legend. Regulation S Notes also bear a restrictive legend. In addition,
transfers of beneficial interests in the Global Notes are subject to the
applicable rules and procedures of DTC and its direct or indirect participants
(including, if applicable, those of Euroclear and Clearstream), which may
change from time to time.

Depository Procedures

   The following description of the operations and procedures of DTC, Euroclear
and Clearstream are provided solely as a matter of convenience. These
operations and procedures are solely within the control of the respective
settlement systems and are subject to changes by them. ECC takes no
responsibility for these operations and procedures and urges investors to
contact the system or their participants directly to discuss these matters.

   DTC has advised ECC that DTC is a limited-purpose trust company created to
hold securities for its participating organizations (collectively, the
"Participants") and to facilitate the clearance and settlement of transactions
in those securities between Participants through electronic book-entry changes
in accounts of its

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Participants. The Participants include securities brokers and dealers
(including the Initial Purchasers), banks, trust companies, clearing
corporations and certain other organizations. Access to DTC's system is also
available to other entities such as banks, brokers, dealers and trust companies
that clear through or maintain a custodial relationship with a Participant,
either directly or indirectly (collectively, the "Indirect Participants").
Persons who are not Participants may beneficially own securities held by or on
behalf of DTC only through the Participants or the Indirect Participants. The
ownership interests in, and transfers of ownership interests in, each security
held by or on behalf of DTC are recorded on the records of the Participants and
Indirect Participants.

   DTC has also advised ECC that, pursuant to procedures established by it:

   (1)  upon deposit of the Global Notes, DTC will credit the accounts of
Participants designated by the Initial Purchasers with portions of the
principal amount of the Global Notes; and

   (2)  ownership of these interests in the Global Notes will be shown on, and
the transfer of ownership of these interests will be effected only through,
records maintained by DTC (with respect to the Participants) or by the
Participants and the Indirect Participants (with respect to other owners of
beneficial interest in the Global Notes).

   Investors in the Rule 144A Global Notes who are Participants in DTC's system
may hold their interests therein directly through DTC. Investors in the Rule
144A Global Notes who are not Participants may hold their interests therein
indirectly through organizations (including Euroclear and Clearstream) which
are Participants in such system. Investors in the Regulation S Global Notes
must initially hold their interests therein through Euroclear or Clearstream,
if they are participants in such systems, or indirectly through organizations
that are participants in such systems. After the expiration of the Restricted
Period (but not earlier), investors may also hold interests in the Regulation S
Global Notes through Participants in the DTC system other than Euroclear and
Clearstream. Euroclear and Clearstream will hold interests in the Regulation S
Global Notes on behalf of their participants through customers' securities
accounts in their respective names on the books of their respective
depositories, which are Euroclear Bank S.A./N.V., as operator of Euroclear, and
Clearstream Banking, societe anonyme. All interests in a Global Note, including
those held through Euroclear or Clearstream, may be subject to the procedures
and requirements of DTC. Those interests held through Euroclear or Clearstream
may also be subject to the procedures and requirements of such systems. The
laws of some states require that certain Persons take physical delivery in
definitive form of securities that they own. Consequently, the ability to
transfer beneficial interests in a Global Note to such Persons will be limited
to that extent. Because DTC can act only on behalf of Participants, which in
turn act on behalf of Indirect Participants, the ability of a Person having
beneficial interests in a Global Note to pledge such interests to Persons that
do not participate in the DTC system, or otherwise take actions in respect of
such interests, may be affected by the lack of a physical certificate
evidencing such interests.

   Except as described below, owners of interest in the Global Notes will not
have Notes registered in their names, will not receive physical delivery of
Notes in certificated form and will not be considered the registered owners or
"Holders" thereof under the Indenture for any purpose.

   Payments in respect of the principal of, and interest and premium and
Liquidated Damages, if any, on a Global Note registered in the name of DTC or
its nominee will be payable to DTC in its capacity as the registered Holder
under the Indenture. Under the terms of the Indenture, ECC and the Trustee will
treat the Persons in whose names the Notes, including the Global Notes, are
registered as the owners of the Notes for the purpose of receiving payments and
for all other purposes. Consequently, neither ECC, the Trustee nor any agent of
ECC or the Trustee has or will have any responsibility or liability for:

   (1)  any aspect of DTC's records or any Participant's or Indirect
Participant's records relating to, or payments made on account of, the
beneficial ownership interest in the Global Notes or for maintaining,
supervising or reviewing any of DTC's records or any Participant's or Indirect
Participant's records relating to the beneficial ownership interests in the
Global Notes; or

   (2)  any other matter relating to the actions and practices of DTC or any of
its Participants or Indirect Participants.

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   DTC has advised ECC that its current practice, upon receipt of any payment
in respect of securities such as the Notes (including principal and interest),
is to credit the accounts of the relevant Participants with the payment on the
payment date unless DTC has reason to believe it will not receive payment on
such payment date. Each relevant Participant is credited with an amount
proportionate to its beneficial ownership of an interest in the principal
amount of the relevant security as shown on the records of DTC. Payments by the
Participants and the Indirect Participants to the beneficial owners of the
Notes will be governed by standing instructions and customary practices and
will be the responsibility of the Participants or the Indirect Participants and
will not be the responsibility of DTC, the Trustee or ECC. Neither ECC nor the
Trustee will be liable for any delay by DTC or any of its Participants in
identifying the beneficial owners of the Notes, and ECC and the Trustee may
conclusively rely on and will be protected in relying on instructions from DTC
or its nominee for all purposes.

   Subject to certain transfer restrictions, transfers between Participants in
DTC will be effected in accordance with DTC's procedures, and will be settled
in same-day funds, and transfers between participants in Euroclear and
Clearstream will be effected in accordance with their respective rules and
operating procedures.

   Subject to compliance with the transfer restrictions applicable to the Notes
described herein, cross-market transfers between the Participants in DTC, on
the one hand, and Euroclear or Clearstream participants, on the other hand,
will be effected through DTC in accordance with DTC's rules on behalf of
Euroclear or Clearstream, as the case may be, by its respective depositary;
however, such cross-market transactions will require delivery of instructions
to Euroclear or Clearstream, as the case may be, by the counterparty in such
system in accordance with the rules and procedures and within the established
deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case
may be, will, if the transaction meets its settlement requirements, deliver
instructions to its respective depositary to take action to effect final
settlement on its behalf by delivering or receiving interests in the relevant
Global Note in DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Euroclear
participants and Clearstream participants may not deliver instructions directly
to the depositories for Euroclear or Clearstream.

   DTC has advised ECC that it will take any action permitted to be taken by a
Holder of Notes only at the direction of one or more Participants to whose
account DTC has credited the interests in the Global Notes and only in respect
of such portion of the aggregate principal amount of the Notes as to which such
Participant or Participants has or have given such direction. However, if there
is an Event of Default under the Notes, DTC reserves the right to exchange the
Global Notes for legended Notes in certificated form, and to distribute such
Notes to its Participants.

   Although DTC, Euroclear and Clearstream have agreed to the foregoing
procedures to facilitate transfers of interests in the Rule 144A Global Notes
and the Regulation S Global Notes among participants in DTC, Euroclear and
Clearstream, they are under no obligation to perform or to continue to perform
such procedures, and may discontinue such procedures at any time. Neither ECC
nor the Trustee nor any of their respective agents will have any responsibility
for the performance by DTC, Euroclear or Clearstream or their respective
participants or indirect participants of their respective obligations under the
rules and procedures governing their operations.

Exchange of Global Notes for Certificated Notes

   A Global Note is exchangeable for definitive Notes in registered
certificated form ("Certificated Notes") if:

   (1)  DTC (a) notifies ECC that it is unwilling or unable to continue as
depositary for the Global Notes and ECC fails to appoint a successor depositary
or (b) has ceased to be a clearing agency registered under the Exchange Act;

   (2)  ECC, at its option, notifies the Trustee in writing that it elects to
cause the issuance of the Certificated Notes; or

   (3)  there has occurred and is continuing a Default or Event of Default with
respect to the Notes.

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   In addition, beneficial interests in a Global Note may be exchanged for
Certificated Notes upon prior written notice given to the Trustee by or on
behalf of DTC in accordance with the Indenture. In all cases, Certificated
Notes delivered in exchange for any Global Note or beneficial interests in
Global Notes will be registered in the names, and issued in any approved
denominations, requested by or on behalf of the depositary (in accordance with
its customary procedures) and will bear the applicable restrictive legend,
unless such a legend is not required by applicable law.

Exchange of Certificated Notes for Global Notes

   Certificated Notes may not be exchanged for beneficial interests in any
Global Note unless the transferor first delivers to the Trustee a written
certificate (in the form provided in the Indenture) to the effect that such
transfer will comply with the appropriate transfer restrictions applicable to
such Notes.

Exchanges Between Regulation S Notes and Rule 144A Notes

   Prior to the expiration of the Restricted Period, beneficial interests in
the Regulation S Global Note may be exchanged for beneficial interests in the
Rule 144A Global Note only if:

   (1)  such exchange occurs in connection with a transfer of the Notes
pursuant to Rule 144A; and

   (2)  the transferor first delivers to the Trustee a written certificate (in
the form provided in the Indenture) to the effect that the Notes are being
transferred to a Person:

      (a)  who the transferor reasonably believes to be a qualified
   institutional buyer within the meaning of Rule 144A;

      (b)  purchasing for its own account or the account of a qualified
   institutional buyer in a transaction meeting the requirements of Rule 144A;
   and

      (c)  in accordance with all applicable securities laws of the states of
   the U.S. and other jurisdictions.

   Beneficial interest in a Rule 144A Global Note may be transferred to a
Person who takes delivery in the form of an interest in the Regulation S Global
Note, whether before or after the expiration of the Restricted Period, only if
the transferor first delivers to the Trustee a written certificate (in the form
provided in the Indenture) to the effect that such transfer is being made in
accordance with Rule 903 or 904 of Regulation S or Rule 144A (if available) and
that, if such transfer occurs prior to the expiration of the Restricted Period,
the interest transferred will be held immediately thereafter through Euroclear
or Clearstream.

   Transfers involving exchanges of beneficial interests between the Regulation
S Global Notes and the Rule 144A Global Notes will be effected in DTC by means
of an instruction originated by the Trustee through the DTC Deposit/Withdraw at
Custodian system. Accordingly, in connection with any such transfer,
appropriate adjustments will be made to reflect a decrease in the principal
amount of the Regulation S Global Note and a corresponding increase in the
principal amount of the Rule 144A Global Note or vice versa, as applicable. Any
beneficial interest in one of the Global Notes that is transferred to a Person
who takes delivery in the form of an interest in the other Global Note will,
upon transfer, cease to be an interest in such Global Note and will become an
interest in the other Global Note and, accordingly, will thereafter be subject
to all transfer restrictions and other procedures applicable to beneficial
interest in such other Global Note for so long as it remains such an interest.
The policies and practices of DTC may prohibit transfers of beneficial
interests in the Regulation S Global Note prior to the expiration of the
Restricted Period.

Payments; Certifications by Holders of the Regulation S Temporary Global Notes

   A holder of a beneficial interest in the Regulation S Temporary Global Notes
must provide Euroclear or Clearstream, as the case may be, with a certificate
in the form required by the Indenture certifying that the beneficial owner of
the interest in the Regulation S Temporary Global Notes is either not a U.S.
Person (as

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defined below) or has purchased such interest in a transaction that is exempt
from the registration requirements under the Securities Act (the "Regulation S
Certificate"), and Euroclear or Clearstream, as the case may be, must provide
to the Trustee (or the paying agent if other than the Trustee) a certificate in
the form required by the Indenture, prior to any exchange of such beneficial
interest for a beneficial interest in the Regulation S Permanent Global Notes.

   "U.S. Person" means

   (1)  any individual resident in the U.S.;

   (2)  any partnership or corporation organized or incorporated under the laws
of the U.S.;

   (3)  any estate of which an executor or administrator is a U.S. Person
(other than an estate governed by foreign law and of which at least one
executor or administrator is a non-U.S. Person who has sole or shared
investment discretion with respect to its assets);

   (4)  any trust of which any trustee is a U.S. Person (other than a trust of
which at least one trustee is a non-U.S. Person who has sole or shared
investment discretion with respect to its assets and no beneficiary of the
trust (and no settler if the trust is revocable) is a U.S. Person);

   (5)  any agency or branch of a foreign entity located in the U.S.;

   (6)  any non-discretionary or similar account (other than an estate or
trust) held by a dealer or other fiduciary for the benefit or account of a U.S.
Person;

   (7)  any discretionary or similar account (other than an estate or trust)
held by a dealer of other fiduciary organized, incorporated or (if an
individual) resident in the U.S. (other than such an account held for the
benefit or account of a non-U.S. Person);

   (8)  any partnership or corporation organized or incorporated under the laws
of a foreign jurisdiction and formed by a U.S. Person principally for the
purpose of investing in securities not registered under the Securities Act
(unless it is organized or incorporated, and owned, by accredited investors
within the meaning of Rule 501(a) under the Securities Act who are not natural
persons, estates or trusts); provided, however, that the term "U.S. Person"
will not include:

      (a)  a branch or agency of a U.S. Person that is located and operating
   outside the U.S. for valid business purposes as a locally regulated branch
   or agency engaged in the banking or insurance business;

      (b)  any employee benefit plan established and administered in accordance
   with the law, customary practices and documentation of a foreign country; and

      (c)  the international organizations set forth in Section 902(o)(7) of
   Regulation S and any other similar international organizations, and their
   agencies, affiliates and pension plans.

Same Day Settlement and Payment

   ECC will make payments in respect of the Notes represented by the Global
Notes (including principal, premium, if any, interest and Liquidated Damages,
if any) by wire transfer of immediately available funds to the accounts
specified by the Global Note Holder. ECC will make all payments of principal,
interest and premium and Liquidated Damages, if any, with respect to
Certificated Notes by wire transfer of immediately available funds to the
accounts specified by the Holders of the Certificated Notes or, if no such
account is specified, by mailing a check to each such Holder's registered
address. The Notes represented by the Global Notes are expected to trade in
DTC's Same-Day Funds Settlement System, and any permitted secondary market
trading activity in such Notes will, therefore, be required by DTC to be
settled in immediately available funds. ECC expects that secondary trading in
any Certificated Notes will also be settled in immediately available funds.

   Because of time zone differences, the securities account of a Euroclear or
Clearstream participant purchasing an interest in a Global Note from a
Participant in DTC will be credited, and any such crediting will be

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reported to the relevant Euroclear or Clearstream participant, during the
securities settlement processing day (which must be a business day for
Euroclear and Clearstream) immediately following the settlement date of DTC.
DTC has advised ECC that cash received in Euroclear or Clearstream as a result
of sales of interests in a Global Note by or through a Euroclear or Clearstream
participant to a Participant in DTC will be received with value on the
settlement date of DTC but will be available in the relevant Euroclear or
Clearstream cash account only as of the business day for Euroclear or
Clearstream following DTC's settlement date.

Registration Rights; Liquidated Damages

   ECC, the Guarantors and the Initial Purchasers entered into the Registration
Rights Agreement dated as of March 12, 2002. Pursuant to the Registration
Rights Agreement, ECC and the Guarantors agreed to file with the Commission
this Registration Statement (referred to in this section as the "Exchange Offer
Registration Statement") on the appropriate form and to comply with all
applicable tender offer rules and regulations under the Securities Act with
respect to the Exchange Offer as described below. Upon the effectiveness of the
Exchange Offer Registration Statement, ECC and the Guarantors will offer
Exchange Notes in exchange for the Outstanding Notes. The Exchange Notes will
be substantially identical to the Outstanding Notes except that they will have
been registered pursuant to an effective registration statement under the
Securities Act.

   If:

      (i)  on or prior to the time the Exchange Offer is completed existing
   Commission interpretations are changed such that the debt securities
   received by holders of Notes (other than holders of restricted Notes) in the
   Exchange Offer are not or would not be, upon receipt, transferable by each
   such holder without restriction under the Securities Act;

      (ii)  the Exchange Offer has not been completed within 210 days following
   the date on which the Outstanding Notes were initially issued; or

      (iii)  the Exchange Offer is not available to any holder of Outstanding
   Notes,

   ECC and the Guarantors shall, in lieu of (or, in the case of clause (iii),
in addition to) conducting the Exchange Offer contemplated by the Registration
Rights Agreement, file under the Securities Act as soon as practicable a
"shelf" registration statement providing for the registration of, and the sale
on a continuous or delayed basis by the holders of, all of the Notes, pursuant
to Rule 415 under the Securities Act or any similar rule that may be adopted by
the Commission (such filing, the "Shelf Registration" and such registration
statement, the "Shelf Registration Statement").

   The Registration Rights Agreement provides that:

      (i)  ECC and the Guarantors agree to file, within 90 days after the date
   on which the Outstanding Notes were initially issued, the Exchange Offer
   Registration Statement;

      (ii)  ECC and the Guarantors agree to use their reasonable best efforts
   to cause the Exchange Offer Registration Statement to become effective
   within 150 days after the date on which the Outstanding Notes were initially
   issued;

      (iii)  ECC and the Guarantors agree to use their reasonable best efforts
   to commence and complete the Exchange Offer within 30 business days after
   such Exchange Offer Registration Statement has become effective, hold the
   Exchange Offer open for at least 20 business days and exchange Exchange
   Notes for all Outstanding Notes that have been properly tendered and not
   withdrawn on or prior to the expiration of the Exchange Offer; and

      (iv)  the holders of the Outstanding Notes will continue to have a right
   to require registration of the Outstanding Notes so long as the Outstanding
   Notes are not transferable by each such holder without restriction under the
   Securities Act and the Exchange Act and without material restrictions under
   the blue sky or securities laws.

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   In the event that:

      (i)  ECC and the Guarantors have not filed the Exchange Offer
   Registration Statement on or before the 90th day after the date on which the
   Outstanding Notes were initially issued;

      (ii)  such Exchange Offer Registration Statement has not become effective
   or been declared effective by the Commission on or before the 150th day
   after the date on which the Outstanding Notes were initially issued;

      (iii)  the Exchange Offer has not been completed within 210 days
   following the date on which the Outstanding Notes were initially issued; or

      (iv)  any Shelf Registration Statement required to be filed (a) is not
   declared effective by the later of (1) 210 days following the date on which
   the Outstanding Notes were initially issued, or (2) 90 days after such Shelf
   Registration Statement is required to be filed; or (b) is declared effective
   but thereafter ceases to be effective or usable, except as specifically
   permitted under the Registration Rights Agreement;

then, as liquidated damages for such registration default (a "Registration
Default"), subject to the provisions of the Registration Rights Agreement,
liquidated damages ("Liquidated Damages"), in addition to the interest that
would otherwise accrue on the Notes, shall accrue on the Notes that are then
not transferable without restriction under the Securities Act, at an annual
rate of 0.25% for the first 90 days of the Registration Default period,
increasing by an additional 0.25% per annum with respect to each subsequent
120-day period up to a maximum amount of additional interest of 1.00% per
annum. Liquidated Damages on such Notes shall cease to accrue upon cure of all
Registration Defaults, and if there is a subsequent Registration Default after
cure, the rate of Liquidated Damages for such Registration Default will
initially be 0.25% regardless of the rate that was in effect in connection with
any prior Registration Default.

   Any holder (other than certain specified holders) who wishes to exchange the
Outstanding Notes for Exchange Notes in the Exchange Offer will be required to
represent that (i) it is not an affiliate of ECC or the Guarantors or if it is
an affiliate, that it will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (ii) the Exchange
Notes to be received by it will be acquired in the ordinary course of its
business, (iii) if the holder is not a broker-dealer, it is not engaged in, and
does not intend to engage in, a distribution of Exchange Notes, (iv) at the
time of the Exchange Offer, it has no arrangement with any person to
participate in the distribution (within the meaning of the Securities Act) of
the Exchange Notes, and (v) the holder has the full power and authority to
transfer the Outstanding Notes in exchange for the Exchange Notes and that ECC
will acquire good and unencumbered title thereto free and clear of any liens,
restrictions, changes or encumbrances and not subject to any adverse claims. In
addition, in connection with any resales of Exchange Notes, any broker-dealer
who acquired the Exchange Notes for its own account as a result of
market-making or other trading activities must deliver a prospectus meeting the
requirements of the Securities Act. The Commission has taken the position that
participating broker-dealers may fulfill their prospectus delivery requirements
with respect to the Exchange Notes with the prospectus contained in the
Exchange Offer Registration Statement. Under the Registration Rights Agreement,
ECC and the Guarantors are required to allow participating broker-dealers and
other persons, if any, subject to similar prospectus delivery requirements to
use the prospectus contained in the Exchange Offer Registration Statement in
connection with the resale of such Exchange Notes.

   In the event of a Shelf Registration, in addition to the information
required to be provided by each electing holder in its notice questionnaire,
ECC and the Guarantors may require such electing holder to furnish to them such
additional information regarding such electing holder and such electing
holder's intended method of distribution of Notes as they may reasonably
request. Each such electing holder agrees to notify ECC promptly of any
information required to be disclosed to make the information previously
furnished by such electing holder to ECC not misleading.

   Each holder will be required to deliver information to be used in connection
with the Shelf Registration Statement, if any, in order to be entitled to be
named as a selling security holder in the Shelf Registration

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Statement. A holder that sells Notes pursuant to the Shelf Registration
Statement generally will be required to be named as a selling security holder
in the related prospectus and to deliver a prospectus to purchasers, and will
be subject to certain of the civil liability provisions under the Securities
Act in connection with such sales.

   Based on existing interpretations of the Securities Act by the Staff of the
Commission set forth in several no-action letters to third parties, and subject
to the immediately following sentence, ECC believes that the Exchange Notes
issued pursuant to the Exchange Offer may be offered for resale, resold and
otherwise transferred by the holders thereof (other than holders who are
broker-dealers) without further compliance with the registration and prospectus
delivery provisions of the Securities Act (subject to certain representations
required to be made by each holder of the Notes, as described above). However,
any purchaser of Notes (A) who is an affiliate of ECC or the Guarantors, (B)
who did not acquire the Exchange Notes to be received in the ordinary course of
business or (C) who intends to participate in the Exchange Offer for the
purpose of distributing Exchange Notes, or any broker-dealer who purchased
Notes to resell pursuant to Rule 144A or any other available exemption under
the Securities Act (x) will not be able to rely on the interpretation of the
Staff set forth in the above-mentioned no-action letters, (y) will not be
entitled to tender its Outstanding Notes in the Exchange Offer and (z) must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any sale or transfer of the Notes unless such
sale or transfer is made pursuant to an exemption from such requirements. ECC
does not intend to seek its own no-action letter, and there can be no assurance
that the Staff would make a similar determination with respect to the Exchange
Notes as it has in such no-action letters issued to other parties.

   Under certain circumstances, we may delay the filing or the effectiveness of
the Exchange Offer or the Shelf Registration and shall not be required to
maintain its effectiveness or amend or supplement it for a period of up to 75
days during any twelve-month period. Any delay period will not alter our
obligation to pay Liquidated Damages with respect to a Registration Default.

Certain Definitions

   Set forth below are certain defined terms used in the Indenture. Reference
is made to the Indenture for a full disclosure of all such terms, as well as
any other capitalized terms used herein for which no definition is provided.

   "Acquired Debt" means, with respect to any specified Person:

   (1)  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

   (2)  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).

   "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 ECC 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, means 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.

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   "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
ECC and its Subsidiaries taken as a whole will be governed by the provisions of
the Indenture described above under the heading "Repurchase at the Option of
Holders--Change of Control" and/or the provisions described above under the
heading "Certain Covenants--Merger, Consolidation or Sale of Assets" and not by
the provisions of the Asset Sale covenant; and

   (2)  the issuance of Equity Interests in any of ECC'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 million or less;

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

   (3)  an issuance of Equity Interests by a Subsidiary to ECC 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 the
covenant described above under the heading "Certain Covenants--Restricted
Payments";

   (10)  the licensing of intellectual property; and

   (11)  the sale of ECC's interest in Channel Fifty Seven, Inc., which owns
KTCD-LP Channel 46 television station in San Diego, California, to Telemundo
Network pursuant to the letter option agreement with Telemundo Network, as
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 applied pursuant to the covenant described above under the
heading "Repurchase at the Option of the Holders--Asset Sales."

   "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
serving a similar function.

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   "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:

   (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:

   (1)  U.S. dollars;

   (2)  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;

   (3)  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 million and a Thomson Bank Watch
Rating of "B" or better;

   (4)  repurchase obligations with a term of not more than 30 days for
underlying securities of the types described in clauses (2) and (3) above
entered into with any financial institution meeting the qualifications
specified in clause (3) above;

   (5)  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

   (6)  money market funds at least 95% of the assets of which constitute Cash
Equivalents of the kinds described in clauses (1) through (5) 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 ECC
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
ECC;

   (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 Principals and their Related Parties and Univision,
becomes the Beneficial Owner, directly or indirectly, of more than 50% of the
Voting Stock of ECC, 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 Owner, directly or indirectly, of more than 50% of the Voting Stock
of ECC, 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 ECC are not Continuing Directors.

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   "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 or the extinguishment of any
Indebtedness of 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)  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 our Consolidated Cash Flow only to the extent that a corresponding
amount would be permitted at the date of determination to be dividended to us
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

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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

      (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 ECC who:

   (1)  was a member of or nominated to such Board of Directors on the date of
the Indenture; or

   (2)  was nominated for election by either (a) one or more of the Principals
or (b) the Board of Directors of ECC, 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 ECC (determined by reference to voting power and not number of shares
held) or such directors.

   "Credit Agreement" means that certain Credit Agreement, dated as of
September 26, 2000, as amended from time to time, by and among ECC, 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, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, as amended, modified, renewed, refunded,
replaced or refinanced from time to time (including any increase in principal
amount).

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   "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).

   "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.

   "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; provided that in no event shall Disqualified
Stock include Existing Preferred Stock (including accrued dividends thereon and
liquidation payment obligations). 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 ECC 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 ECC may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with the covenant
described above under the heading "Certain Covenants--Restricted Payments."

   "Domestic Subsidiary" means any present and future Restricted Subsidiary of
ECC 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 ECC, other than any Special Purpose License
Subsidiary.

   "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 ECC or one of its Subsidiaries, the net proceeds of
which are contributed to ECC, in each case to any Person that is not an
Affiliate of ECC, which offering results in at least $25 million of net
aggregate proceeds to ECC.

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

   "Existing Preferred Stock" means 8 1/2% Series A mandatorily redeemable
convertible preferred stock of ECC 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 the Indenture.

   "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 or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness.

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   "Guarantors" means each of:

   (1)  ECC's Domestic Subsidiaries on the date of the Indenture; and

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

and their respective successors and assigns.

   "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

   (1)  interest rate swap agreements, (but with respect to swaps of fixed
interest rates to floating interest rates, the notional amount shall not exceed
$100 million in the aggregate) interest rate cap agreements and interest rate
collar agreements; and

   (2)  other agreements or arrangements designed to protect such Person
against fluctuations in currency exchange rates or interest rates.

   "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),

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:

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

      (b)  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

      (c)  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:

          (i)  the lesser of (x) the net assets of the General Partner and (y)
       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

          (ii)  if less than the amount determined pursuant to clause (i)
       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 ECC or its
       Restricted Subsidiary.

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   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.

   "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 ECC or any
Subsidiary of ECC sells or otherwise disposes of any Equity Interests of any
direct or indirect Subsidiary of ECC such that, after giving effect to any such
sale or disposition, such Person is no longer a Subsidiary of ECC, ECC 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 the covenant described above under the heading "Certain
Covenants--Restricted Payments."

   "Leverage Ratio" means the ratio of (i) the aggregate outstanding amount of
Indebtedness of each of ECC 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 ECC and preferred stock of the Restricted Subsidiaries (except preferred
stock issued to ECC or a Restricted Subsidiary) as of the last day of such
fiscal quarter to (ii) the aggregate Consolidated Cash Flow of ECC 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 ECC 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 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 (12) 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

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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 (12) 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 ECC reasonably anticipates in good faith, if ECC delivers to
the Trustee an officer's certificate executed by the chief financial or
accounting officer of ECC 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.

   "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:

   (1)  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 any Indebtedness of such
Person or any of its Restricted Subsidiaries; and

   (2)  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 ECC 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.

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   "Non-Recourse Debt" means Indebtedness:

   (1)  as to which neither ECC, 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 ECC, 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.

   "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.

   "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 ECC 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 ECC or in a Restricted Subsidiary;

   (2)  any Investment in Cash Equivalents;

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

      (a)  such Person becomes a Restricted Subsidiary of ECC; 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, ECC 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 the covenant described above under the heading "Repurchase at the Option
of Holders--Asset Sales";

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

   (6)  notes and accounts receivable incurred in the ordinary course of
business and any Investments received in compromise of obligations of such
persons 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 (13) of
the definition of Permitted Debt;

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

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   (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 million; or

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

   "Permitted Liens" means:

   (1)  Liens of ECC and any Guarantor securing Indebtedness and other
Obligations under Credit Facilities that were securing Senior Debt that was
permitted by the terms of the Indenture to be incurred;

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

   (3)  Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with ECC or any Restricted Subsidiary of
ECC; 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 ECC or the Subsidiary;

   (4)  Liens on property existing at the time of acquisition of the property
by ECC or any Restricted Subsidiary of ECC, 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 (4) of the second paragraph of the covenant entitled
"Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock"
covering only the assets acquired with such Indebtedness;

   (7)  Liens existing on the date of the 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 ECC or any
Restricted Subsidiary with respect to obligations that do not exceed $5 million
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 the 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;

   (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 statutory, regulatory,
contractual or warranty obligations, including rights of offset and set-off;

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   (17)  Liens securing Hedging Obligations which Hedging Obligations relate to
Indebtedness that is otherwise permitted under the 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 ECC 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 ECC or a Restricted Subsidiary in accordance with
GAAP; and

   (23)  Liens encumbering property of ECC 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 ECC or a Restricted Subsidiary.

   "Permitted Refinancing Indebtedness" means any Indebtedness of ECC 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 ECC 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 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 either by ECC 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.

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

   "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 Principals and/or such
other Persons referred to in the immediately preceding clause (1).

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

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

   "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
ECC, 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 ECC 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 Subsidiary will be held
by ECC, except that a Special Purpose License Subsidiary organized as a
partnership may have a nominal partnership interest held by a Guarantor; (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 ECC 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 ECC.

   "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.

   "Subsidiary" means, with respect to any specified Person:

   (1)  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

   (2)  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).

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

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

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

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   (3)  is a Person with respect to which neither ECC 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 ECC or any of the Restricted Subsidiaries.

   Any designation of a Subsidiary of ECC as an Unrestricted Subsidiary will be
evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution, or Special 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 covenant
described above under the heading "Certain Covenants--Restricted Payments." 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 the 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 under the covenant described above under the heading "Certain
Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock," ECC
will be in default of such covenant. The Board of Directors of ECC, or Special
Committee thereof, 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 under the covenant described
above under the heading "Certain Covenants--Incurrence of Indebtedness and
Issuance of Preferred Stock," 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.

   "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:

   (1)  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

   (2)  the then outstanding principal amount of such Indebtedness.

   "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.

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                       DESCRIPTION OF OTHER INDEBTEDNESS

Bank Credit Facility

   Our Credit Agreement provides for a bank credit facility under which we may
borrow up to $400 million from our bank group. The bank credit facility is
comprised of a $250 million revolver and $150 million uncommitted loan
facility. As of the date of this prospectus, there was approximately
$35 million outstanding under our bank credit facility. Draw downs of revolving
loans under the bank credit facility are subject to compliance with the terms
of the Credit Agreement, including but not limited to compliance with the
financial covenants contained in the Credit Agreement. Borrowings under the
bank credit facility may be LIBOR loans, base rate loans or a combination
thereof. The bank credit facility is secured by substantially all of our
assets, as well as by the pledge of the stock of several of our subsidiaries,
including our special purpose subsidiaries formed to hold our FCC licenses.

   Our ability to borrow revolving funds under the bank credit facility will
terminate on December 31, 2007, at which time any outstanding principal
together with all accrued and unpaid interest thereon would become due and
payable. The revolving bank credit facility contains scheduled quarterly
reductions in the amount of credit that is available, ranging from a reduction
of $6.3 million to a reduction of $18.8 million, commencing September 30, 2002.

   We are required to prepay any revolving credit loans (the "Loans") with 100%
of the net cash proceeds of certain asset sales (but only if the ratio of total
debt to operating cash flow of us and our subsidiaries, as of the date of such
asset sale, on a consolidated pro forma basis assuming the consummation of such
asset sale, is 4.5 to 1 or greater, and subject to a $35 million exclusion and
the right to reinvest such proceeds within specified time periods and under
certain conditions). 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). We are also required to prepay the Loans with 100% of the proceeds of
certain equity and debt issuances (but only if the equity or debt issuance
occurs when a default under the bank credit facility has occurred and is
continuing), and with 100% of the insurance proceeds received from the
destruction of or damage to certain of our assets (subject to a $1 million
exclusion, and only if the insurance proceeds are not used to repair or replace
the destroyed or damaged assets).

   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 (i) pro forma calculations assuming such acquisition had
been consummated and (ii) 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. In addition, subject to delivery of a covenant compliance
certificate, we have received pre-approval for certain identified potential
acquisitions, in the aggregate amount of $100 million. Of this amount, $47.5
million was used to acquire KXPK-FM, in Denver, Colorado. As of the date of
this prospectus, we have not entered into definitive agreements for any such
additional acquisitions and we can give no assurance that any such additional
acquisitions will be consummated. We can draw on our revolving credit facility
without prior approval for working capital needs and acquisitions less than $25
million.

   The interest rates on the borrowings under the bank credit facility are
based on the ratio of total debt to operating cash flow for us and our
subsidiaries on a consolidated basis. With respect to LIBOR loans, the
revolving facility bears interest at LIBOR (1.84% at May 31, 2002) plus a
margin ranging from 0.875% to 3.25% based on our leverage. With respect to base
rate loans, the revolving facility bears interest at the Base Rate (as defined
in the bank credit facility) plus a margin ranging from 0% to 2.25% 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.

   Our Credit Agreement contains customary and appropriate affirmative and
negative covenants including, but not limited to, financial covenants and other
covenants including limitations on other indebtedness, liens, fundamental
changes, dividends, sales of assets over a certain limit, investments, loans,
advances,

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transactions with affiliates and other provisions customary and appropriate for
financing of this type. The financial covenants include:

  .  a maximum ratio of total debt to operating cash flows (with the maximum
     permissible ratio decreasing over time);

  .  a minimum interest coverage ratio (with the minimum permissible ratio
     increasing over time); and

  .  a minimum fixed charge coverage ratio.

   We are required by our Credit Agreement to enter into interest rate
agreements if our leverage exceeds certain limits as defined in the Credit
Agreement. In addition, the Credit Agreement requires us to maintain our FCC
licenses for our broadcast properties, and also contains certain other
operating covenants.

   Our Credit Agreement contains the following customary events of default:

  .  failure to make payments when due;

  .  breaches of representations or warranties;

  .  defaults under any other agreements or instruments of indebtedness;

  .  noncompliance with covenants;

  .  voluntary or involuntary bankruptcy or liquidation proceedings;

  .  entrance of judgments in an aggregate amount exceeding a specified limit;

  .  impairment of security interests in collateral; and

  .  changes of control.

   We received from our lenders a consent to the issuance of the Outstanding
Notes. In connection with such consent, we amended our bank credit facility to
incorporate into the bank credit facility certain covenants contained in the
Indenture in respect of the Notes to the extent requested by our lenders.

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                    DESCRIPTION OF SERIES A PREFERRED STOCK

  Series A mandatorily redeemable convertible preferred stock

   Dividends.  The Series A preferred stock has dividends declared at the rate
of 8.5% per annum compounded annually. Such dividends accrue and are only
payable upon liquidation of Entravision or redemption of the Series A preferred
stock, payable in cash. Accrued but unpaid dividends are waived and forgiven
upon conversion of the Series A preferred stock into Class A common stock.

   Liquidation Preference.  The Series A preferred stock is senior to the
rights of each class of our common stock upon liquidation or distribution of
our assets in dissolution.

   Voting Rights.  The affirmative vote of a majority of the holders of the
Series A preferred stock is required to:

  .  issue any equity security that is senior to the Series A preferred stock;

  .  amend our restated certificate of incorporation or bylaws in a manner that
     adversely affects the rights of the holders of the Series A preferred
     stock; or

  .  enter into or engage in any transaction with an affiliate of Entravision
     or its stockholders that is not at arms length.

   Redemption.  The Series A preferred stock is subject to redemption at the
original issue price plus accrued dividends at the option of the holder of the
Series A preferred stock for a period of 90 days beginning six years after its
issuance and must be redeemed in full ten years after its issuance, on April
19, 2010. The Series A preferred stock, with respect to which the holders
thereof do not elect to convert into our common stock, is also fully redeemable
at the original issue price plus accrued dividends upon a change in control of
Entravision. We have the right to redeem the Series A preferred stock at our
option at any time one year after its issuance, provided that the trading price
of our Class A common stock equals or exceeds 130% of the initial public
offering price of our Class A common stock for 15 consecutive trading days
immediately before such redemption.

   Conversion.  The Series A preferred stock is convertible into our Class A
common stock on a share-for-share basis at the option of the holder at any time.

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                             PLAN OF DISTRIBUTION

   Each broker-dealer that receives Exchange Notes for its own account pursuant
to the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of the Exchange Notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of Exchange Notes received in the Exchange Offer, where
the Exchange Notes were acquired as a result of market-making activities or
other trading activities. We have agreed that, for a period of one year after
the expiration of the Exchange Offer, we will make this prospectus, as amended
or supplemented, available to any broker-dealer for use in connection with any
such resale. In addition, until such date all dealers effecting transactions in
the Exchange Notes may be required to deliver a prospectus. We reserve the
right in our sole discretion to purchase or make offers for, or to offer
Exchange Notes for, any Outstanding Notes that remain outstanding after the
expiration of the Exchange Offer pursuant to this prospectus or otherwise and,
to the extent permitted by applicable law, purchase Outstanding Notes in the
open market, in privately negotiated transactions or otherwise.

   We will not receive any proceeds from any sale of Exchange Notes by
broker-dealers. Exchange Notes received by broker-dealers in the Exchange Offer
for their own account may be sold from time to time in one or more transactions
in the over-the-counter market, in negotiated transactions, through the writing
of options on the Exchange Notes or a combination of those methods of resale,
at market prices prevailing at the time of resale, at prices related to the
prevailing market prices or negotiated prices. Any resale may be made directly
to purchasers or to or through brokers or dealers who may receive compensation
in the form of commissions or concessions from any broker-dealer and/or the
purchasers of any of the Exchange Notes. Any broker-dealer that resells
Exchange Notes that were received by it in the Exchange Offer for its own
account and any broker or dealer that participates in a distribution of the
Exchange Notes may be deemed to be an "underwriter" within the meaning of the
Securities Act and any profit on such a resale of the Exchange Notes and any
commissions or concessions received by those persons may be deemed to be
underwriting compensation under the Securities Act. The Letter of Transmittal
states that, by acknowledging that it will deliver and by delivering a
prospectus meeting the requirements of the Securities Act, a broker-dealer will
not be deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

   For a period of 180 days after the expiration of the Exchange Offer, we will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests these
documents in the Letter of Transmittal. We have agreed to pay certain expenses
incident to our performance of or compliance with the Registration Rights
Agreement, other than commissions or concessions of any brokers or dealers, and
will indemnify holders of the Outstanding Notes against certain liabilities,
including liabilities under the Securities Act.

   The Initial Purchasers have, directly and indirectly, from time to time
provided certain investment banking and commercial banking and financial
advisory services to us, our affiliates and other companies in our industry,
for which they have received customary fees and commissions, and they expect to
provide these services to us and others in the future, for which they expect to
receive customary fees and commissions. In addition, affiliates of the Initial
Purchasers were participating lenders under our bank credit facility, and as
such, received a portion of the proceeds from the initial sale of the
Outstanding Notes that were used to repay amounts outstanding under that bank
credit facility. See "Description of Other Indebtedness."

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                CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

   The following is a summary of material U.S. federal income tax consequences
of the acquisition, ownership and disposition of the Outstanding Notes and
Exchange Notes (references to the "Notes" in this section refer to both the
Exchange Notes and Outstanding Notes, unless specifically otherwise indicated),
but does not purport to be a complete analysis of all the potential tax
considerations. This summary is limited to the tax consequences of those
persons who are original beneficial owners of the Notes, who purchase Notes at
their original issue price and who hold such Notes as capital assets within the
meaning of Section 1221 of the Code ("Holders"). This summary does not purport
to deal with all aspects of U.S. federal income taxation that might be relevant
to particular Holders in light of their particular investment circumstances or
status, nor does it address specific tax consequences that may be relevant to
particular persons (including, for example, financial institutions,
broker-dealers, insurance companies, tax-exempt organizations and persons that
have a functional currency other than the U.S. Dollar or persons in special
situations, such as those who have elected to mark securities to market, or
those who hold Notes as part of a straddle, hedge, conversion transaction, or
other integrated investment). In addition, this summary does not address U.S.
federal alternative minimum tax consequences or consequences under the tax laws
of any state, local or foreign jurisdiction. This summary is based upon the
Internal Revenue Code of 1986, as amended (the "Code"), the Treasury Department
regulations promulgated or proposed thereunder and administrative and judicial
interpretations thereof, all as of the date hereof and all of which are subject
to change, possibly on a retroactive basis. We have not sought any ruling from
the Internal Revenue Service (the "IRS") with respect to the statements made
and the conclusions reached in this summary, and we cannot assure you that the
IRS will agree with such statements and conclusions.

   THIS SUMMARY IS FOR GENERAL INFORMATION ONLY. PROSPECTIVE PURCHASERS OF THE
NOTES ARE URGED TO CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL
INCOME AND OTHER TAX CONSEQUENCES TO THEM OF ACQUIRING, OWNING, AND DISPOSING
OF THE NOTES, AS WELL AS THE APPLICATION OF STATE, LOCAL AND FOREIGN INCOME AND
OTHER TAX LAWS.

   As used herein, the term "U.S. Holder" means a Holder that is: (i) a citizen
or individual resident of the U.S.; (ii) a corporation or other entity taxable
as a corporation created or organized under the laws of the U.S. or any state
thereof or in the District of Columbia; (iii) an estate, the income of which is
subject to U.S. federal income tax regardless of the source; or (iv) a trust,
if a court within the U.S. is able to exercise primary supervision over the
trust's administration and one or more U.S. persons have the authority to
control all its substantial decisions or if a valid election to be treated as a
U.S. person is in effect with respect to such trust.

   A "Non-U.S. Holder" is a Holder that is not a U.S. Holder.

   An entity that is characterized as a partnership for U.S. federal tax
purposes is not subject to U.S. income tax on income or gains derived from the
Notes. However, a partner, member, shareholder or other equity owner of such an
entity may be subject to U.S. federal income tax on such income or gains under
rules for U.S. Holders or Non-U.S. Holders depending upon whether: (i) such
equity owner is a U.S. person or a non-U.S. person for U.S. federal tax
purposes; and (ii) such entity is or is not engaged in a U.S. trade or business
to which income or gains from the Notes is effectively connected.

U.S. Federal Income Taxation of U.S. Holders

  Taxation of Interest Income

   Except as may otherwise be set forth in an applicable pricing supplement, it
is anticipated that the Notes will not be issued with more than a deminimis
amount of original issue discount, if any. In such case, interest on the Notes
generally will be taxable to a U.S. Holder as ordinary income as it accrues or
is received in accordance with the U.S. Holder's method of accounting for U.S.
federal income tax purposes.

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   A Registration Default with respect to the Notes will cause additional
amounts to accrue on the notes in the nature of interest in the manner
described under the heading "Description of the 8 1/8% Senior Subordinated
Notes due 2009--Registration Rights; Liquidated Damages." The company believes
that the likelihood of the change in the amount of interest on the Notes, as of
the date the Notes are issued, is remote. Accordingly, the company does not
intend to treat the possibility of such a change as affecting the yield to
maturity of any Note. Thus, such additional amounts will be includable in the
income of a U.S. Holder at the time it accrues or is received, in accordance
with such Holder's method of accounting for U.S. tax purposes. The company's
determination that there is a remote likelihood of paying additional amounts on
the Notes is binding on each U.S. Holder unless the holder explicitly discloses
that its determination is different from the company's determination. The
company's determination is not, however, binding on the IRS. Accordingly, it is
possible that the IRS may take a different position which if sustained could
affect the timing of the U.S. Holder's income with respect to such additional
amounts. Similarly, the company intends to take the position that the
occurrence of an event requiring it to repurchase the Notes at the election of
a Holder (see "Description of the 8 1/8% Senior Subordinated Notes due
2009--Repurchase at the Option of Holders") is, as of the date the Notes are
issued, remote, and likewise does not intend to treat the possibility of such
occurrence as affecting the timing or amount of taxation of interest on any
Note.

  Disposition of Notes

   Upon the sale, exchange, redemption or other disposition of a Note, a U.S.
Holder generally will recognize taxable gain or loss equal to the difference
between: (i) the sum of cash plus the fair market value of all other property
received on such disposition (except to the extent such cash or property is
attributable to accrued but unpaid interest, which is treated as interest as
described above); and (ii) such Holder's adjusted tax basis in the Note. A U.S.
Holder's adjusted tax basis in a Note generally will equal the cost of the Note
to such Holder, less any principal payments received by such Holder.

   Gain or loss recognized on the disposition of a Note generally will be
capital gain or loss, and will be long-term capital gain or loss if, at the
time of such disposition, the U.S. Holder's holding period for the Note is more
than 12 months. The maximum federal long-term capital gain rate is 20% for
noncorporate U.S. Holders and 35% for corporate U.S. Holders. The deductibility
of capital losses by U.S. Holders is subject to limitations.

  Exchange Offer

   The exchange of Notes for registered notes in the Exchange Offer will not
constitute a taxable event for U.S. Holders. Consequently, a U.S. Holder will
not recognize gain upon receipt of a registered note in exchange for Notes in
the Exchange Offer, the U.S. Holder's basis in the registered note received in
the Exchange Offer will be the same as its basis in the corresponding Note
immediately before the exchange and the U.S. Holder's holding period in the
registered note will include its holding period in the original Note.

U.S. Federal Income Taxation of Non-U.S. Holders

  Payments of Interest

   Subject to the discussion of backup withholding below, payments of principal
and interest on the Notes by us or any of our agents to a Non-U.S. Holder
generally will not (under the so-called "Portfolio Interest Exemption") be
subject to U.S. federal withholding tax, provided that:

   (1)  the Non-U.S. Holder does not, directly or indirectly, actually or
constructively own 10 percent or more of the total combined voting power of all
classes of our stock entitled to vote;

   (2)  the Non-U.S. Holder is not a controlled foreign corporation for U.S.
federal income tax purposes that is related to us (directly or indirectly)
through stock ownership;

                                      101

<PAGE>

   (3)  the Non-U.S. Holder is not a bank receiving interest on an extension of
credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business; and

   (4)  certain certification requirements are met. Very generally, these
certification requirements will be met if the beneficial owner of the Note
certifies on IRS Form W-8BEN or a substantially similar form that it is not a
U.S. person and provides its name and address, and either (A) the beneficial
owner files such form with the withholding agent, or (B) in the case of a Note
held through an entity treated as a foreign partnership for U.S. federal tax
purposes or held through an intermediary, the beneficial owner and such entity
or intermediary (as the case may be) satisfy certain certification requirements
set forth in the Treasury Regulations.

   If a Non-U.S. Holder cannot satisfy the requirements of the Portfolio
Interest Exemption (as summarized above), payments of interest made to such
Non-U.S. Holder will be subject to a 30% withholding tax unless the beneficial
owner of the Note provides us or our agent, as the case may be, with a properly
executed IRS Form W-8BEN (or successor form) claiming an exemption from
withholding under the benefit of a tax treaty or IRS Form W-8ECI (or successor
form) stating that interest paid on the Note is not subject to withholding tax
because it is U.S. trade or business income to the beneficial owner.

   The certification requirement described above also may require a Non-U.S.
Holder that provides an IRS form, or that claims the benefit of an income tax
treaty, to provide its U.S. taxpayer identification number. The applicable
regulations generally also require, in the case of a Note held by a foreign
partnership, that:

   (1) the certification described above be provided by the partners and

   (2) the partnership provide certain information, including a U.S. taxpayer
       identification number.

   Further, a look-through rule will apply in the case of tiered partnerships.

   We suggest that you consult your tax advisor about the specific methods for
satisfying these requirements. A claim for exemption will not be valid if the
person receiving the applicable form has actual knowledge that the statements
on the form are false.

   If interest on the Note is effectively connected with a U.S. trade or
business of the beneficial owner, the Non-U.S. Holder, although exempt from the
withholding tax described above, will nonetheless be subject to U.S. federal
income tax on such interest on a net income basis in the same manner as if it
were a U.S. Holder. In addition, if such Holder is a foreign corporation, it
may be subject to a branch profits tax equal to 30% of its effectively
connected earnings and profits for the taxable year, subject to adjustments.
For this purpose, interest on a Note will be included in such foreign
corporation's earnings and profits.

  Disposition of Notes

   No withholding of U.S. federal income tax will be required with respect to
any gain or income realized by a Non-U.S. Holder upon the sale, exchange or
disposition of a Note.

   A Non-U.S. Holder will not be subject to U.S. federal income tax on gain
realized on the sale, exchange, or other disposition of a Note unless: (i) the
Non-U.S. Holder is an individual who is present in the U.S. for a period or
periods aggregating 183 or more days in the taxable year of the disposition and
certain other conditions are met; (ii) the Non-U.S. Holder is subject to tax
pursuant to the provisions of U.S. tax law applicable to certain U.S.
expatriates; or (iii) such gain or income is effectively connected with a U.S.
trade or business.

  Exchange of Notes

   The exchange of Notes for registered notes in the Exchange Offer will not
constitute a taxable event for a Non-U.S. Holder.

                                      102

<PAGE>

Information Reporting and Backup Withholding

  U.S. Holders

   For each calendar year in which the Notes are outstanding, we are required
to provide the IRS with certain information, including the beneficial owner's
name, address and taxpayer identification number, the aggregate amount of
interest paid to that beneficial owner during the calendar year and the amount
of tax withheld, if any. This obligation, however, does not apply with respect
to certain payments to U.S. Holders, including corporations and tax-exempt
organizations, provided that they establish entitlement to an exemption.

   In the event that a U.S. Holder subject to the reporting requirements
described above fails to supply its correct taxpayer identification number in
the manner required by applicable law or underreports its tax liability, we,
our agents or paying agents or a broker may be required to "backup" withhold a
tax upon each payment of interest and principal (and premium or Liquidated
Damages, if any) on the Notes. This backup withholding is not an additional tax
and may be credited against the U.S. Holder's U.S. federal income tax
liability, provided that the required information is furnished to the IRS.

  Non-U.S. Holders

   Under current Treasury Regulations, U.S. information reporting requirements
and backup withholding tax will not apply to payments on a Note to a Non-U.S.
Holder if the statement described above under the heading "U.S. Federal Income
Taxation of Non-U.S. Holders--Payments of Interest" is duly provided by such
Holder or the Holder otherwise establishes an exemption, provided that the
payor does not have actual knowledge that the Holder is a U.S. person or that
the conditions of any claimed exemption are not satisfied.

   Generally, information reporting requirements and backup withholding tax
will not apply to any payment of the proceeds of the sale of a Note effected
outside the U.S. by a foreign office of a "broker" (as defined in applicable
Treasury Regulations), unless the broker is: (i) a U.S. person; (ii) a foreign
person that derives 50% or more of its gross income for certain periods from
activities that are effectively connected with the conduct of a trade or
business in the U.S.; (iii) a controlled foreign corporation for U.S. federal
income tax purposes; or (iv) a foreign partnership more than 50% of the capital
or profits of which is owned by one or more U.S. persons or which engages in a
U.S. trade or business. Payment of the proceeds of any such sale effected
outside the U.S. by a foreign office of any broker that is described in (i),
(ii), (iii), or (iv) of the preceding sentence may be subject to backup
withholding tax, and will be subject to information reporting requirements
unless such broker has documentary evidence in its records that the beneficial
owner is a Non-U.S. Holder and certain other conditions are met, or the
beneficial owner otherwise establishes an exemption. Payment of the proceeds of
any such sale to or through the U.S. office of a broker is subject to
information reporting and backup withholding requirements, unless the
beneficial owner of the Note provides the statement described above under the
heading "U.S. Federal Income Taxation of Non-U.S. Holders--Payments of
Interest" or otherwise establishes an exemption.

                                      103

<PAGE>

                                 LEGAL MATTERS

   The law firm of Foley & Lardner will pass upon certain legal matters
relating to the validity of the securities offered by this prospectus. A
partner of Foley & Lardner holds 14,450 shares of our Class A common stock and
was granted an option to purchase 50,000 shares of our Class A common stock.

                                    EXPERTS

   Our consolidated financial statements, appearing in our Annual Report on
Form 10-K for the year ended December 31, 2001, have been audited by McGladrey
& Pullen, LLP, independent auditors, as set forth in their report included
therein and incorporated in this prospectus by reference. The consolidated
financial statements are incorporated in this prospectus in reliance upon such
report given upon the authority of that firm as experts in accounting and
auditing.

                      WHERE YOU CAN FIND MORE INFORMATION

   We are subject to the informational requirements of the Exchange Act and, in
accordance with it, are required to file reports, proxy and information
statements, and other information with the Commission. Such reports, proxy and
information statements and other information can be inspected and copied at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. The public may obtain information about the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330. We electronically
file reports, proxy and information statements, and other information with the
Commission. The Commission maintains an Internet website that contains our
electronically filed reports, proxy and information statements, and other
information at http://www.sec.gov.

   The Commission allows us to "incorporate by reference" in this prospectus
certain information which we file with the Commission. This means we can
fulfill our obligations to provide you with certain important information by
referring you to other documents which we have filed with the Commission. The
information which is incorporated by reference is an important part of this
prospectus.

   We are incorporating by reference in this prospectus the following documents
which we have filed, or may later file, with the Commission under the Exchange
Act. The information we file with the Commission later will automatically
update and supersede the present information.

      (a)  Our Annual Report on Form 10-K for the fiscal year ended December
   31, 2001 (SEC File No. 001-15997), which includes audited financial
   statements as of and for the fiscal year ended December 31, 2001.

      (b)  Our Quarterly Report on Form 10-Q for the quarterly period ended
   March 31, 2002 (SEC File No. 001-15997).

      (c)  All other reports which we filed with the Commission pursuant to
   Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
   covered by the document referred to in (a) above.

      (d)  The description of our Class A common stock in our Registration
   Statement on Form 8-A (SEC File No. 001-15997) filed with the Commission on
   July 20, 2000 pursuant to Section 12 of the Exchange Act, which, in turn,
   incorporated such description by reference to page 78 of our Preliminary
   Prospectus dated April 20, 2000, filed with the Commission on April 21,
   2000, as part of our Registration Statement on Form S-1 (SEC File No.
   333-35336), and any amendments or reports filed to update the description.

   All documents which we file under Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act between the date of this prospectus and the termination of the
offering shall be deemed to be incorporated by reference into this

                                      104

<PAGE>

prospectus. We will provide to each person to whom a prospectus is delivered,
including any beneficial owner, a copy of any or all of the information which
is incorporated by reference in this prospectus but which is not delivered with
this prospectus.

   This prospectus is part of a Registration Statement on Form S-4 that has
been filed with the Commission. It does not include all of the information that
is in the Registration Statement and the additional documents filed as exhibits
with it. For more detailed information, you should read the exhibits themselves.

   We will provide without charge to each person to whom this prospectus is
delivered, upon request, a copy of any or all of the documents described above
that have been or may be incorporated by reference in this prospectus other
than exhibits to those documents, unless the exhibits are specifically
incorporated by reference into the documents. Any such requests should be
directed to:

                                General Counsel
                    Entravision Communications Corporation
                    2425 Olympic Boulevard, Suite 6000 West
                        Santa Monica, California 90404
                                (310) 447-3870

   You should rely only on the information in this prospectus or any prospectus
supplement or incorporated by reference in either of them. We have not
authorized anyone else to provide you with different information. Offers of the
Registered Securities are being made only in states where the offers are
permitted. You should not assume that the information in this prospectus or any
prospectus supplement is accurate as of any date other than the date on the
front of those documents. If information in incorporated documents conflicts
with information in this prospectus, you should rely on the most recent
information. If information in an incorporated document conflicts with
information in another incorporated document, you should rely on the most
recent incorporated document.

   We maintain a website at http://www.entravision.com.

                                      105

<PAGE>

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

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


   No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this prospectus in
connection with the securities covered by this prospectus. If given or made,
such information or representations must not be relied upon as having been
authorized by Entravision Communications Corporation or any underwriter. This
prospectus does not constitute an offer to sell, or a solicitation of any offer
to buy, securities in any jurisdiction to any person to whom, it is unlawful to
make such an offer or solicitation in such jurisdiction. Neither the delivery
of this prospectus nor any sale made under this prospectus shall, under any
circumstances, create any implication that the information contained in this
prospectus is correct as of any time after the date of the prospectus or that
there has been no change in the affairs of Entravision Communications
Corporation after the date of this prospectus.

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

<TABLE>
<CAPTION>
                               TABLE OF CONTENTS
                                                             Page
                                                             ----
               <S>                                           <C>
               Forward-Looking Statements...................   i
               Summary......................................   1
               Risk Factors.................................  15
               The Exchange Offer...........................  29
               Use of Proceeds..............................  38
               Ratio of Earnings to Fixed Charges...........  38
               Selected Historical Financial Data...........  39
               Management's Discussion and Analysis of
                 Financial Condition and Results of
                 Operations.................................  42
               Description of the 8 1/8% Senior Subordinated
                 Notes due 2009.............................  52
               Description of Other Indebtedness............  96
               Description of Series A Preferred Stock......  98
               Plan of Distribution.........................  99
               Certain U.S. Federal Income Tax
                 Considerations............................. 100
               Legal Matters................................ 104
               Experts...................................... 104
               Where You Can Find More Information.......... 104
</TABLE>


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

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

                                 $225,000,000

[LOGO] Entravison Communications Corporation


                                Exchange Offer
                                      for
                   8 1/8% Senior Subordinated Notes due 2009

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

                                  PROSPECTUS

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

                                          , 2002

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

<PAGE>

                                    PART II

Item 20.  Indemnification of Directors and Officers

Registrants Incorporated or Organized Under Delaware Law

   Entravision Communications Corporation, Arizona Radio, Inc., Embarcadero
Media, Inc., Entravision-Texas L.P., Inc., Latin Communications Inc., Latin
Communications EXCL Inc., Latin Communications Group Inc., Los Cerezos
Television Company, Personal Achievement Radio, Inc., VEA Acquisition Corp.,
Vista Media Group, Inc., Vista Media Group of New York, Inc., Vista Outdoor
Advertising, Inc. (N.Y.), Vista Outdoor Advertising, Inc. (CAL.), Z-Spanish
Media Corporation and WLQY Broadcasting, Inc. are incorporated under the laws
of the State of Delaware.

   Section 145 of the Delaware General Corporation Law ("Section 145"), as the
same exists or may hereafter be amended, provides that a Delaware corporation
may indemnify any persons who were, are or are threatened to be made, parties
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of such corporation), by reason of the fact that such person is or
was an officer, director, employee or agent of such corporation, or is or was
serving at the request of such corporation as a director, officer, employee or
agent of another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding, provided such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the corporation's best
interests and, with respect to any criminal action or proceeding, had no
reasonable cause to believe that his or her conduct was illegal. A Delaware
corporation may indemnify any persons who are, were or are threatened to be
made, a party to any threatened, pending or completed action or suit by or in
the right of the corporation by reason of the fact that such person was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. The indemnity may include expenses
(including attorneys' fees) actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit, provided such
person acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the corporation's best interests, provided that no
indemnification is permitted without judicial approval if the officer,
director, employee or agent is adjudged to be liable to the corporation. Where
an officer, director, employee or agent is successful on the merits or
otherwise in the defense of any action referred to above, the corporation must
indemnify him or her against the expenses which such officer or director has
actually and reasonably incurred.

   Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation or
enterprise, against any liability asserted against him or her and incurred by
him or her in any such capacity, arising out of his or her status as such,
whether or not the corporation would otherwise have the power to indemnify him
or her under Section 145.

   Entravision's Restated Certificate provides that, to the fullest extent
permitted by Delaware law, as it may be amended from time to time, none of our
directors will be personally liable to us or our stockholders for monetary
damages resulting from a breach of fiduciary duty as a director, except for (i)
liability resulting from a breach of the director's duty of loyalty to us or
our stockholders, (ii) acts or omissions which are not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) unlawful
payment of dividends or unlawful stock repurchases or redemptions as provided
in Section 174 of the Delaware General Corporation Law or (iv) a transaction
from which the director derived an improper personal benefit.

   Entravision's Restated Certificate also provides mandatory indemnification
for the benefit of our directors and officers and discretionary indemnification
for the benefit of our employees and agents, in each instance to the fullest
extent permitted by Delaware law, as it may be amended from time to time. In
addition, we have entered

                                     II-1

<PAGE>

into individual indemnification agreements with each of our directors and
officers providing additional indemnification benefits. Insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to our directors or officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Commission, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. We provide directors' and
officers' liability insurance coverage for our directors and officers.

   The certificates of incorporation and/or bylaws of each of Arizona Radio,
Inc., Embarcadero Media, Inc., Entravision-Texas L.P., Inc., Latin
Communications Inc., Latin Communications EXCL Inc., Latin Communications Group
Inc., Los Cerezos Television Company, Personal Achievement Radio, Inc.,
VEA Acquisition Corp., Vista Media Group, Inc., Vista Media Group of New York,
Inc., Vista Outdoor Advertising, Inc. (N.Y.), Vista Outdoor Advertising, Inc.
(CAL.) and Z-Spanish Media Corporation provide that the company shall indemnify
its directors and officers to the fullest extent permitted by applicable law.
The bylaws of WLQY Broadcasting, Inc. provide that the company shall indemnify
its directors and officers to the fullest extent permitted by applicable law,
except as to (i) amounts paid in settlement or other disposition of any action,
suit or proceeding instituted by or in right of the company, (ii) matters of
negligence or misconduct in the performance of duties owed to the company or
(iii) criminal matters.

   Entravision-Texas G.P., LLC, Entravision Communications Company, L.L.C.,
Entravision Communications Of Midland, LLC, Entravision, L.L.C. and
Entravision-El Paso, L.L.C. are organized as limited liability companies under
the laws of the State of Delaware.

   Section 18-108 of the Delaware Limited Liability Company Act provides that a
limited liability company, subject to any standards and restrictions in its
limited liability company agreement, may indemnify and hold harmless any member
or manager or other person from and against any and all claims and demands.

   The operating agreement and/or the certificate of formation of each of
Entravision-Texas G.P., LLC, Entravision, L.L.C. and Entravision-El Paso,
L.L.C. provides that the company shall indemnify its members, managers or
officers to the fullest extent permitted by applicable law. The operating
agreement of Entravision Communications Of Midland, LLC provides that the
company shall indemnify its members, managers or officers to the extent not
inconsistent with applicable law. The Operating Agreement of Entravision
Communications Company, L.L.C. provides that the company shall indemnify its
members, managers or officers under applicable law.

Registrants Incorporated Under Arizona Law

   Glendale Broadcasting, Inc., KZLZ Broadcasting, Inc., KZPZ Broadcasting,
Inc. and KZPZ License Corporation are incorporated under the laws of the State
of Arizona.

   Section 10-851 of the Arizona Business Corporation Act (the "Arizona Act")
permits indemnification of present and former directors, officers, employees or
agents of an Arizona corporation, whether or not authority for such
indemnification is contained in the indemnifying corporation's articles of
incorporation or bylaws, only if a majority of the corporation's disinterested
directors, independent legal counsel, or the shareholders find (i) that the
conduct of the individual to be indemnified was in good faith and that the
individual reasonably believed that the conduct was in the corporation's best
interests (in the case of conduct in an "official capacity" with the
corporation) or (ii) that the conduct was at least not opposed to the
corporation's best interests (in all other cases). In the case of any criminal
proceeding, the finding must be to the effect that the individual had no
reasonable cause to believe the conduct was unlawful. Indemnification is
permitted with respect to expenses, judgments, fines, and amounts paid in
settlement by such individuals. Indemnification under the Arizona Act is
permissive, except in the event of a successful defense, in which case a
director or officer must be indemnified against reasonable expenses, including
attorneys' fees, incurred in connection with the proceeding. In addition, the
Arizona Act requires Arizona corporations to indemnify any "outside director"
(a director who is not an

                                     II-2

<PAGE>

officer, employee, or holder of five percent or more of any class of the
corporation's stock) against liability unless the corporation's articles of
incorporation limit such indemnification, the outside director is adjudged
liable in a proceeding by or in the right of the corporation or in any other
proceeding charging improper personal benefit to the director, or a court
determines, before payment to the outside director, that the director failed to
meet the standards of conduct described in the preceding paragraph. A court may
also order that an individual be indemnified if the court finds that the
individual is fairly and reasonably entitled to indemnification in light of all
of the relevant circumstances, whether or not the individual has met the
standards of conduct in this paragraph.

   The articles of incorporation and bylaws of each of Glendale Broadcasting,
Inc., KZLZ Broadcasting, Inc., KZPZ Broadcasting, Inc. and KZPZ License
Corporation provide that the company shall indemnify its directors and officers
in circumstances in which indemnification is permitted by law.

Registrants Incorporated Under California Law

   Entravision San Diego, Inc., The Community Broadcasting Company of San
Diego, Incorporated, EMI Sacramento Radio, Inc., EMI Los Angeles Radio, Inc.,
NEWKKSJ, Inc., Norte Broadcasting, Inc., Oroville Radio, Inc., Pacifico
Broadcasting, Inc., Riverside Radio, Inc., Sur Broadcasting, Inc., KHZZ
Broadcasting, Inc., KPPC Radio, Inc., KZCO Broadcasting, Inc., KZFO
Broadcasting, Inc., KZMS Broadcasting, Inc., KZSL Broadcasting, Inc., KZST
Broadcasting, Inc., Vista Television, Inc. and Channel Fifty Seven, Inc. are
incorporated under the laws of the State of California.

   Section 317 of the General Corporation Law of California provides that a
corporation has the power to indemnify any person who was or is a party or is
threatened to be made a party to any proceeding, other than in an action by or
in the right of the corporation to obtain a favorable judgment for itself, by
reason of the fact that such person is or was an agent of the corporation,
against expenses actually and reasonably incurred in connection with the
proceeding, if the person acted in good faith and in a manner the person
reasonably believed to be in the best interests of the corporation and, in the
case of criminal proceedings, had no reasonable cause to believe that the
conduct was unlawful. In the case of suits by or on behalf of a corporation to
obtain a judgment in its favor, a corporation has the power to indemnify any
person who was or is a party or is threatened to be made a party to such
proceeding by reason of the fact that the person is or was the corporation's
agent, against expenses actually and reasonably incurred, if the person acted
in good faith in a manner the person believed to be in the best interests of
the corporation and its shareholders, except that no such indemnification may
be made for claims as to which the person shall have been adjudged to be liable
to the corporation in the performance of that person's duty to the corporation,
unless and then only to the extent a court determines otherwise.

   Section 204 of the General Corporation Law of California provides that a
corporation may in its articles of incorporation provide for the
indemnification by the corporation of directors and officers while acting in
their capacities as such but not involving a breach of duty to the corporation
and its shareholders. Such a provision in the articles of incorporation is
construed to be a provision for indemnification under both Sections 204 and 317
of the General Corporation Law of California.

   The articles of incorporation of each of The Community Broadcasting Company
of San Diego, Incorporated, EMI Sacramento Radio, Inc., EMI Los Angeles Radio,
Inc., NEWKKSJ, Inc., Norte Broadcasting, Inc., Pacifico Broadcasting, Inc.,
Riverside Radio, Inc., Sur Broadcasting, Inc., KHZZ Broadcasting, Inc.,
KZCO Broadcasting, Inc., KZFO Broadcasting, Inc., KZMS Broadcasting, Inc., KZSL
Broadcasting, Inc., Vista Television, Inc., KZST Broadcasting, Inc. and Channel
Fifty Seven, Inc. provide that the company shall indemnify its directors and
officers to the fullest extent permitted by applicable law. The bylaws of
Entravision San Diego, Inc. provide that the Company shall indemnify its
directors and officers to the fullest extent permitted by applicable law.
Neither the articles of incorporation nor the bylaws of each KPPC Radio, Inc.
and Oroville Radio, Inc. contain provisions specifically addressing the
indemnification of directors or officers of the company.

                                     II-3

<PAGE>

Registrant Incorporated Under Colorado Law

   Aspen FM, Inc. is incorporated under the laws of the State of Colorado.

   Section 7-108-402 of the Colorado Business Corporation Act (the "Colorado
Act") provides that a corporation may, in its articles of incorporation,
eliminate or limit the personal liability of a director or officer if the
person acted in good faith and in a manner the person reasonably believed to be
in the best interests of the corporation (in the case of conduct in an
"official capacity" with the corporation) or that the conduct was at least not
opposed to the corporation's best interests (in all other cases). In the case
of any criminal proceeding, the finding must be to the effect that the
individual had no reasonable cause to believe the conduct was unlawful.
Indemnification is permitted with respect to expenses, judgments, fines, and
amounts paid in settlement by such individuals. Indemnification under the
Colorado Act is permissive, except in the event of a successful defense, in
which case a director or officer must be indemnified against reasonable
expenses, including attorneys' fees, incurred in connection with the proceeding.

   Neither the articles of incorporation nor the bylaws of Aspen FM, Inc.
contain provisions specifically addressing the indemnification of directors or
officers of the company.

Registrants Incorporated Under Illinois Law

   EXCL Holdings, Inc., EXCL Communications, Inc., Metro Mix, Inc., Norte
Broadcasting of Colorado, Inc., Sur Broadcasting of Colorado, Inc., WRZA
Broadcasting, Inc. and WZCO Broadcasting, Inc. are incorporated under the laws
of the State of Illinois.

   Section 8.75 of the Illinois Business Corporation Act of 1983 ("Section
8.75") permits, and in some circumstances requires, indemnification of
officers, directors and employees, subject to the procedures and limitations
stated therein, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by such person
in connection with any threatened, pending or completed action, suit or
proceeding to which such person is made a party or threatened to be made a
party by reason of his/her being or having been a director, officer, employee
or agent of an Illinois corporation, or serving or having served at the request
of an Illinois corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise if (i) s/he
acted in good faith, (ii) in the case of conduct in his or her official
capacity with the corporation, s/he reasonably believed his or her conduct was
in the best interests of the corporation or, in all other cases, s/he
reasonably believed his or her conduct was at least not opposed to the best
interests of the corporation (or with respect to an employee benefit plan, s/he
reasonably believed his or her conduct was in the interests of the participants
in and beneficiaries of the plan) and (iii) with respect to any criminal action
or proceeding, s/he had reasonable cause to believe his or her conduct was
lawful or no reasonable cause to believe his or her conduct was unlawful.

   Section 8.75 further provides that indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any bylaw,
agreement, vote of stockholders or disinterested directors or otherwise, and
that such indemnification shall continue as to a director, officer, employee or
agent of an Illinois corporation who has ceased to serve in such capacity, and
shall inure to the benefit of the heirs, executors and administrators of such a
person.

   The articles of incorporation and/or bylaws of each of EXCL Holdings, Inc.,
EXCL Communications, Inc., Metro Mix, Inc., Norte Broadcasting of Colorado,
Inc., Sur Broadcasting of Colorado, Inc., WRZA Broadcasting, Inc. and WZCO
Broadcasting, Inc. provide that the company shall indemnify its directors and
officers to the fullest extent permitted by applicable law.

                                     II-4

<PAGE>

Registrant Incorporated Under Indiana Law

   New WNDZ, Inc. is incorporated under the laws of the State of Indiana.

   Section 23-1-37-8 of the Indiana Code (the "Indiana Act") provides that an
Indiana corporation may indemnify an individual made a party to a proceeding
because the individual is or was a director if (i) the individual's conduct was
in good faith, (ii) the individual reasonably believed that, in the case of
conduct in the individual's official capacity with the corporation, his or her
conduct was in the best interests of the corporation and, in all other cases,
his or her conduct was at least not opposed to the best interests of the
corporation and (iii) in the case of a criminal proceeding, that the director
either had reasonable cause to believe his or her conduct was lawful or had no
reasonable cause to believe that such conduct was unlawful. The termination of
a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent is not, of itself, determinative that a director
did not meet the required standard of conduct. Section 23-1-37-9 of the Indiana
Act requires a corporation, unless limited by its articles of incorporation, to
indemnify a director who has been wholly successful on the merits or otherwise
in the defense of a proceeding against reasonable expenses (including counsel
fees) so incurred.

   Section 23-1-37-10 of the Indiana Act authorizes a corporation to pay for or
reimburse the reasonable expenses (including counsel fees) incurred by a
director in advance of final disposition of a proceeding upon (i) a
determination that, in light of the facts then known, indemnification is
permissible, (ii) receipt by the corporation of a written affirmation by the
director of his or her good faith belief that the required standard of conduct
has been met and (iii) receipt by the corporation of a written undertaking by
the director to repay any such advance if it is ultimately determined that the
director did not meet the required standard of conduct.

   Pursuant to Section 23-1-37-11 of the Indiana Act, a director may apply for
indemnification to a court of competent jurisdiction. Also, pursuant to Section
23-1-37-13 of the Indiana Act, an officer is entitled to mandatory
indemnification under Section 23-1-37-9 of the Indiana Act, and to apply for
court-ordered indemnification under Section 23-1-37-11 of the Indiana Act to
the same extent as a director.

   A corporation may indemnify and advance expenses to an officer, employee or
agent to the same extent as to a director. Pursuant to Section 23-1-37-14 of
the Indiana Act, a corporation may purchase and maintain insurance on behalf of
an individual who is a director, officer, employee or agent of the corporation,
whether or not the corporation would have power by statute to indemnify the
individual against the same liability. Section 23-1-37-15 of the Indiana Act
provides that the statutory provisions do not exclude any other rights to
indemnification and advance for expenses that a person may otherwise have.

   The articles of incorporation of New WNDZ, Inc. provide that the company
shall indemnify its directors and officers to the fullest extent permitted by
applicable law.

Registrants Incorporated Under Nevada Law

   Meridian Communications Company, Norte Broadcasting of Nevada, Inc., Radio
Exito, Inc. and Sextant Broadcasting Company are incorporated under the laws of
the State of Nevada.

   Section 78.037 of the Nevada Revised Statutes provides generally that the
articles of incorporation of a Nevada corporation may contain a provision
eliminating or limiting the personal liability of a director or officer to the
corporation or its shareholders for damages for breach of fiduciary duty as a
director other than acts or omissions which involve intentional misconduct,
fraud or a knowing violation of law. A Nevada corporation may also indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, except an action by or in the right
of the corporation, by reason of the fact that s/he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of

                                     II-5

<PAGE>

another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him or her in connection with
the action, suit or proceeding if he acted in good faith and in a manner which
s/he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. A Nevada
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that s/he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him or her
in connection with the defense or settlement of the action or suit if s/he
acted in good faith and in a manner which s/he reasonably believed to be in or
not opposed to the best interests of the corporation.

   Indemnification may not be made for any claim, issue or matter as to which
such a person has been adjudged by a court of competent jurisdiction, after
exhaustion of all appeals therefrom, to be liable to the corporation or for
amounts paid in settlement to the corporation, unless and only to the extent
that the court in which the action or suit was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper. To the extent that a
director, officer, employee or agent of a corporation has been successful on
the merits or otherwise, the corporation shall indemnify him or her against
expenses, including attorneys' fees, actually and reasonably incurred by him or
her in connection with the defense of an action or suit.

   The articles of incorporation of each of Meridian Communications Company,
Norte Broadcasting of Nevada, Inc. and Sextant Broadcasting Company provide
that the company shall indemnify its directors and officers to the fullest
extent permitted by applicable law. Neither the articles of incorporation nor
the bylaws of Radio Exito, Inc. contain provisions specifically addressing the
indemnification of directors or officers of the company.

Registrants Incorporated Under New Mexico Law

   Norte Broadcasting of New Mexico, Inc. and SUR Broadcasting of New Mexico,
Inc. are incorporated under the laws of the State of New Mexico.

   Section 53-11-4.1 of the Business Corporation Act of the State of New Mexico
(the "New Mexico Act") provides that a corporation shall have power to
indemnify any person made (or threatened to be made) a party to any proceeding
(whether threatened, pending or completed) by reason of the fact that the
person is or was a director (or, while a director, is or was serving in any of
certain other capacities) if (i) the person acted in good faith, (ii) the
person reasonably believed: (a) in the case of conduct in the person's official
capacity with the corporation, that the person's conduct was in its best
interests; and (b) in all other cases, that the person's conduct was at least
not opposed to its best interests, and (iii) in the case of any criminal
proceeding, the person had no reasonable cause to believe the person's conduct
was unlawful. Indemnification may be made against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by the person in
connection with the proceeding, but may be limited or unavailable with respect
to certain proceedings. In some instances, indemnification of a director may be
mandatory or, upon the application of a director, may be ordered by a court.
Reasonable expenses incurred by a director may, under certain circumstances, be
paid or reimbursed in advance of a final disposition of a proceeding. Unless
limited by its articles of incorporation, a corporation may (or, as the case
may be, shall) indemnify and advance expenses to an officer of the corporation
to the same extent as to a director under Section 53-11-4.1.

                                     II-6

<PAGE>

   Unless limited by its articles of incorporation, a corporation has (i) the
power to indemnify and to advance expenses to an employee or agent of the
corporation to the same extent that it may indemnify and advance expenses to
directors under the statute and (ii) additional power to indemnify and to
advance reasonable expenses to an officer, employee or agent who is not a
director to such further extent, consistent with law, as may be provided by its
articles of incorporation, bylaws, general or specific action of its board of
directors, or contract. Section 53-11-4.1 of the New Mexico Act provides that
indemnification authorized thereunder shall not be deemed exclusive of any
rights to which those seeking indemnification may be entitled under the
articles of incorporation, the bylaws, an agreement, a resolution of
shareholders or directors or otherwise.

   Neither the articles of incorporation nor the bylaws of each of Norte
Broadcasting of New Mexico, Inc. and SUR Broadcasting of New Mexico, Inc.
contain provisions specifically addressing the indemnification of directors or
officers of the company.

Registrants Incorporated Under New York Law

   Sale Point Posters, Inc. and Seaboard Outdoor Advertising Co., Inc. are
incorporated under the laws of the State of New York.

   Sections 722 through 726 of the New York Business Corporation Law (the "New
York Act") (i) grant New York corporations broad powers to indemnify their
present and former directors and officers and those of affiliated corporations
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with threatened,
pending or completed actions, suits or proceedings to which they are parties or
are threatened to be made parties by reason of being or having been such
directors or officers, subject to specified conditions and exclusions, (ii)
give a director or officer who successfully defends an action the right to be
so indemnified and (iii) permit a corporation to buy directors' and officers'
liability insurance. Such indemnification is not exclusive of any other rights
to which those indemnified may be entitled under any bylaws, agreement, vote of
shareholders or otherwise. Section 402(b) of the New York Act permits a New
York corporation to include in its certificate of incorporation a provision
eliminating the potential monetary liability of a director to the corporation
or its stockholders for breach of fiduciary duty as a director, provided that
such provision shall not eliminate the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) for improper
payment of dividends, improper purchase of the shares of the corporation,
improper distribution of assets to shareholders after dissolution of the
corporation and improper making of any loan or (iv) for any transaction from
which the director receives an improper personal benefit or other advantage.

   The bylaws of each of Sale Point Posters, Inc. and Seaboard Outdoor
Advertising Co., Inc. provide that the company shall indemnify its directors
and officers to the fullest extent permitted by New York law.

Registrants Incorporated or Organized Under Texas Law

   KTLR Broadcasting, Inc. is incorporated under the laws of the State of Texas.

   The Texas Business Corporation Act permits, and in some cases requires,
corporations to indemnify directors and officers who are or have been a party
or are threatened to be made a party to litigation against judgments,
penalties, including excise and similar taxes, fines, settlements, and
reasonable expenses under certain circumstances. Article 2.02-1 of the Texas
Business Corporation Act provides that each director and officer may be
indemnified by the corporation against reasonable expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement, actually and
reasonably incurred in connection with the defense or settlement of any
threatened, pending or completed legal proceedings in which that person is
involved by reason of the fact that that person is or was a director or officer
of the corporation if the person acted in good faith and in a manner that the
person reasonably believed to be in or not opposed to the corporation's best
interests, and, with

                                     II-7

<PAGE>

respect to any criminal action or proceeding, if the person had no reasonable
cause to believe that his or her conduct was unlawful.

   The bylaws of KTLR Broadcasting, Inc. provide that the company shall
indemnify its directors and officers except for actions, suits or proceedings
instituted by or in right of the company and except as to matters in which the
director or officer was liable for negligence or misconduct in the performance
of duties to the company.

   Entravision-Texas Limited Partnership is organized as a limited partnership
under the laws of the State of Texas.

   Section 11.02 of the Texas Revised Limited Partnership Act (the "Texas Act")
provides that, if provided in a written partnership agreement, a limited
partnership may indemnify a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding because the person is or was a
general partner only if it is determined in accordance that the person (i)
acted in good faith, (ii) reasonably believed: (a) in the case of conduct in
the person's official capacity as a general partner of the limited partnership,
that the person's conduct was in the limited partnership's best interests; and
(b) in all other cases, that the person's conduct was at least not opposed to
the limited partnership's best interests and (iii) in the case of a criminal
proceeding, had no reasonable cause to believe that the person's conduct was
unlawful. Except as set forth below, a general partner may not be indemnified
under Section 11.02 of the Texas Act with respect to a proceeding in which: (1)
the person is found liable on the basis that the person improperly received
personal benefit, whether or not the benefit resulted from an action taken in
the person's official capacity or (2) the person is found liable to the limited
partnership or the limited partners. The termination of a proceeding by
judgment, order, settlement, conviction, or on a plea of nolo contendere or its
equivalent does not alone determine that the person did not meet the
requirements provided by Section 11.02 of the Texas Act. A person is considered
to have been found liable in relation to any claim, issue, or matter only if
the person has been adjudged liable by a court of competent jurisdiction and
all appeals have been exhausted. A general partner may be indemnified under
Section 11.02 of the Texas Act against judgments, penalties, including excise
and similar taxes, fines, settlements, and reasonable expenses actually
incurred by the person in connection with the proceeding, except that if the
person is found liable to the limited partnership or the limited partners or is
found liable on the basis that the person improperly received personal benefit,
the indemnification (i) is limited to reasonable expenses actually incurred by
the person in connection with the proceeding and (ii) shall not be made in
relation to a proceeding in which the person has been found liable for willful
or intentional misconduct in the performance of the person's duty to the
limited partnership or the limited partners. A determination that
indemnification is permissible under Section 11.02 of the Texas Act must be
made (i) by a majority vote of a quorum consisting of general partners who at
the time of the vote are not named defendants or respondents in the proceeding,
(ii) by special legal counsel selected by the general partners by majority vote
of all general partners or (iii) by a majority in interest of the limited
partners in a vote that excludes the interests held by general partners who are
named defendants or respondents in the proceeding. A limited partnership shall
indemnify a general partner against reasonable expenses incurred by the general
partner in connection with a proceeding in which the general partner is a named
defendant or respondent because the general partner is or was a general partner
if the general partner has been wholly successful, on the merits or otherwise,
in the defense of the proceeding. If, in a suit for the mandatory
indemnification required by Section 11.08 of the Texas Act, a court of
competent jurisdiction determines that the general partner is entitled to
indemnification under that section, the court shall order indemnification and
shall award to the general partner the expenses incurred in securing the
indemnification.

   A limited partnership may indemnify and advance expenses to a limited
partner, employee, or agent of the limited partnership to the same extent that
it may indemnify and advance expenses to a general partner under the Act. A
limited partnership may also indemnify and advance expenses to persons who are
not or were not limited partners, employees, or agents of the limited
partnership but who are or were serving at the request of the limited
partnership as a representative of another enterprise to the same extent that
it may indemnify and advance expenses to a general partner under the Texas Act.
A limited partnership may further indemnify and advance expenses to a limited
partner, employee, agent, or person identified above and who is not a general
partner, to the

                                     II-8

<PAGE>

extent, consistent with law, provided by its partnership agreement, by general
or specific action of its general partner, by contract, or as permitted or
required by common law.

   Except as otherwise provided by the Texas Act, and unless otherwise provided
by the partnership agreement, a limited partnership may purchase and maintain
insurance or another arrangement on behalf of any person described above
against any liability asserted against the person and incurred by the person in
that capacity or arising out of the person's status in that capacity,
regardless of whether the limited partnership would have the power to indemnify
the person against that liability under the Texas Act.

   The limited partnership agreement of Entravision-Texas Limited Partnership
provides that general partners shall be indemnified, except where a general
partner is guilty of fraud, bad faith, negligence or other breach of fiduciary
duty.

Registrant Incorporated Under Washington Law

   Portland Radio Inc. is incorporated under the laws of the State of
Washington.

   Section 23B.08.500 of the Washington Business Corporation Act provides that,
except as provided below, a corporation may indemnify an individual made a
party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if (i) the individual acted in good faith
and (ii) the individual reasonably believed: (1) in the case of conduct in the
individual's official capacity with the corporation, that the individual's
conduct was in the corporation's best interests; and (2) in all other cases,
that the individual's conduct was at least not opposed to the corporation's
best interests and (iii) In the case of any criminal proceeding, the individual
had no reasonable cause to believe the individual's conduct was unlawful. The
termination of a proceeding by judgment, order, settlement, conviction, or upon
a plea of nolo contendere or its equivalent is not, of itself, determinative
that the director did not meet the standard of conduct described in this
section. A corporation may not indemnify a director under this section (i) in
connection with a proceeding by or in the right of the corporation in which the
director was adjudged liable to the corporation or (ii) in connection with any
other proceeding charging improper personal benefit to the director, whether or
not involving action in the director's official capacity, in which the director
was adjudged liable on the basis that personal benefit was improperly received
by the director. Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

   The articles of incorporation and the bylaws of Portland Radio Inc. provide
that the company shall indemnify its directors and officers to the fullest
extent permitted by Washington law.

                                     II-9

<PAGE>

Item 21.  Exhibits and Financial Statement Schedules

   (a)  Exhibits:

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

<TABLE>
<CAPTION>
Exhibit
Number                                         Exhibit Description
------                                         -------------------
<C>      <S>

 3.1(2)  First Restated Certificate of Incorporation.

 3.2(4)  Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock.

 3.3(6)  First Amended and Restated Bylaws, as amended on October 18, 2001.

 4.1(7)  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*    First Amendment to Indenture effective 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.

 4.3(7)  Entravision Communications Corporation 8.125% Senior Subordinated Note due 2009 dated
           March 18, 2002 in the principal amount of $221,120,000.

 4.4(7)  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.

 4.5*    Form of Entravision Communications Corporation 8.125% Senior Subordinated Note due 2009,
           registered hereunder.

 4.6(7)  Form of Certificate of Exchange of 8.125% Senior Subordinated Notes due 2009 (included in
           Exhibit 4.1).

 5*      Opinion of Foley & Lardner.

 8*      Tax opinion of Foley & Lardner.

10.1(1)  2000 Omnibus Equity Incentive Plan.

10.2(1)  Form of Voting Agreement by and among Walter F. Ulloa, Philip C. Wilkinson, Paul A. Zevnik and
           Entravision Communications Corporation.

10.3(2)  Employment Agreement dated August 1, 2000 by and between Entravision Communications
           Corporation and Walter F. Ulloa.

10.4(2)  Employment Agreement dated August 1, 2000 by and between Entravision Communications
           Corporation and Philip C. Wilkinson.

10.5(4)  Executive Employment Agreement dated December 1, 2000 by and between Entravision
           Communications Corporation and Jeffery A. Liberman.

10.6(4)  First Amendment to Executive Employment Agreement dated March 9, 2001 by and between
           Entravision Communications Corporation and Jeffery A. Liberman.

10.7(3)  Credit Agreement dated as of September 26, 2000 by and among Entravision Communications
           Corporation, as Borrower, the several banks and other lenders from time to time parties of the
           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 Documentation Agent.

10.8(6)  First Amendment dated March 23, 2001 to Exhibit 10.7.

10.9(7)  Second Amendment dated March 29, 2002 to Exhibit 10.7.

10.10(2) Form of Indemnification Agreement for officers and directors of Entravision Communications
           Corporation.
</TABLE>

                                     II-10

<PAGE>

<TABLE>
<CAPTION>
Exhibit
Number                                           Exhibit Description
------                                           -------------------
<C>      <S>

10.11(1) Form of Investors Rights Agreement by and among Entravision Communications Corporation and
           certain of its stockholders.

10.12(1) Office Lease dated August 19, 1999 by and between Water Garden Company L.L.C. and
           Entravision Communications Company, L.L.C.

10.13(4) First Amendment to Lease and Agreement Re: Sixth Floor Additional Space dated as of March 15,
           2001 by and between Water Garden Company L.L.C., Entravision Communications Company,
           L.L.C. and Entravision Communications Corporation.

10.14(5) Limited Liability Company Agreement of Lotus/Entravision Reps LLC dated as of August 10, 2001.

10.15(7) 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.

10.16(7) 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.

12*      Statement Regarding Ratio of Earnings to Fixed Charges.

21.1*    Subsidiaries of Entravision Communications Corporation.

23.1*    Consent of Foley & Lardner (included in Exhibit 5 and Exhibit 8).

23.2*    Consent of Independent Accountants.

24*      Power of Attorney (included on the Signature Page to this Registration Statement).

25*      Statement of Eligibility of Trustee.

99.1*    Form of Letter of Transmittal.

99.2*    Form of Notice of Guaranteed Delivery.

99.3*    Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and
           Other Nominees.

99.4*    Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
           from Entravision Communications Corporation.
</TABLE>
--------
 * Filed herewith
(1) Incorporated by reference from our Registration Statement on Form S-1, No.
    333-35336, filed with the Commission on April 21, 2000, as amended by
    Amendment No. 1 thereto, filed with the Commission on June 14, 2000,
    Amendment No. 2 thereto, filed with the Commission on July 10, 2000,
    Amendment No. 3 thereto, filed with the Commission on July 11, 2000 and
    Amendment No. 4 thereto, filed with the Commission on July 26, 2000.
(2) Incorporated by reference from our Quarterly Report on Form 10-Q for the
    quarterly period ended June 30, 2000, filed with the Commission on
    September 15, 2000.
(3) Incorporated by reference from our Quarterly Report on Form 10-Q for the
    quarterly period ended September 30, 2000, filed with the Commission on
    November 14, 2000.
(4) Incorporated by reference from our Annual Report on Form 10-K for the year
    ended December 31, 2000, filed with the Commission on March 28, 2001.
(5) Incorporated by reference from our Registration Statement on Form S-3, No.
    333-81652, filed with the Commission on January 30, 2002, as amended by
    Post-Effective Amendment No. 1 thereto, filed with the Commission on
    February 25, 2002.
(6) Incorporated by reference from our Annual Report on Form 10-K for the year
    ended December 31, 2001, filed with the Commission on March 26, 2002.
(7) Incorporated by reference from our Quarterly Report on Form 10-Q for the
    quarterly period ended March 31, 2002, filed with the Commission on May 14,
    2002.

   (b)  Financial Statement Schedules:

   None.

                                     II-11

<PAGE>

ITEM 22.  UNDERTAKINGS

   The undersigned registrant hereby undertakes:

   (1)  That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

   (2)  Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

   (3)  To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means. This
includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the
request.

   (4)  To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it
became effective.

                                     II-12

<PAGE>

                                  SIGNATURES

   Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Santa
Monica, State of California, on June 10, 2002.

                                          ENTRAVISION COMMUNICATIONS CORPORATION

                                                  /s/  WALTER F. ULLOA
                                              By: -----------------------------
                                                  Walter F. Ulloa
                                                  Chairman and Chief Executive
                                                  Officer

                                          ENTRAVISION-TEXAS L.P., INC.

                                          LOS CEREZOS TELEVISION COMPANY

                                          ENTRAVISION SAN DIEGO, INC.

                                          THE COMMUNITY BROADCASTING COMPANY OF
                                            SAN DIEGO, INCORPORATED

                                          ARIZONA RADIO, 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.

                                          PACIFICO BROADCASTING, INC.

                                          RADIO EXITO, INC.

                                          SUR BROADCASTING, INC.

                                          SUR BROADCASTING OF COLORADO, INC.

                                          SUR BROADCASTING OF NEW MEXICO, INC.

                                          Z-SPANISH MEDIA CORPORATION

                                     II-13

<PAGE>

                                          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. (N.Y.)

                                          VISTA OUTDOOR ADVERTISING, INC. (CAL.)

                                          VISTA TELEVISION, INC.

                                          CHANNEL FIFTY SEVEN, INC.


                                                  /s/  WALTER F. ULLOA
                                              By: -----------------------------
                                                  Walter F. Ulloa
                                                  Chairman and Chief Executive
                                                  Officer

                                     II-14

<PAGE>

                                          ENTRAVISION-TEXAS LIMITED PARTNERSHIP

                                             By:  Entravision-Texas G.P., LLC
                                             Its: General Partner

                                                  /s/  WALTER F. ULLOA
                                              By: -----------------------------
                                                  Walter F. Ulloa
                                                  Manager

                                          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.

                                                  /s/  WALTER F. ULLOA
                                              By: -----------------------------
                                                  Walter F. Ulloa
                                                  Manager

                                     II-15

<PAGE>

                       POWER OF ATTORNEY AND SIGNATURES

KNOW ALL PERSONS BY THESE PRESENTS:

   That the undersigned officers and directors of Entravision Communications
Corporation, a Delaware corporation, do hereby constitute and appoint Walter F.
Ulloa and Jeanette Tully, and either of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange Commission
in connection with this Registration Statement. Without limiting the generality
of the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.

   IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.

   Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.

          Signature                        Title                    Date
          ---------                        -----                    ----

     /s/  WALTER F. ULLOA   Chairman, Chief Executive Officer,  June 10, 2002
   ------------------------   Director and Manager (principal
       Walter F. Ulloa        executive officer)(1)(2)(3)(4)(5)

   /s/  PHILIP C. WILKINSON President, Chief Operating Officer, June 10, 2002
   ------------------------   Director and Manager
     Philip C. Wilkinson      (1)(2)(3)(4)(5)

     /s/  JEANETTE TULLY    Executive Vice President, Treasurer June 10, 2002
   ------------------------   and Chief Financial Officer
        Jeanette Tully        (principal financial officer and
                              principal accounting officer)(3)

     /s/  PAUL A. ZEVNIK    Secretary, Director and Manager     June 10, 2002
   ------------------------   (1)(3)(4)(5)
        Paul A. Zevnik

    /s/  ANDREW W. HOBSON   Director(1)                         June 10, 2002
   ------------------------
       Andrew W. Hobson

   /s/  MICHAEL D. WORTSMAN Director(1)                         June 10, 2002
   ------------------------
     Michael D. Wortsman

   /s/  DARRYL B. THOMPSON  Director(1)                         June 10, 2002
   ------------------------
      Darryl B. Thompson

                                     II-16

<PAGE>

         Signature                        Title                      Date
         ---------                        -----                      ----

   /s/  AMADOR S. BUSTOS   Director(1)                           June 10, 2002
 -------------------------
     Amador S. Bustos

   /s/  MICHAEL S. ROSEN   Director(1)                           June 10, 2002
 -------------------------
     Michael S. Rosen

  /s/  ESTEBAN E. TORRES   Director(1)                           June 10, 2002
 -------------------------
     Esteban E. Torres

 /s/  PATRICIA DIAZ DENNIS Director(1)                           June 10, 2002
 -------------------------
   Patricia Diaz Dennis

--------
(1) Director of Entravision Communications Corporation.
(2) For Registrants that are corporations, other than Entravision
    Communications Corporation, Walter F. Ulloa and Philip C. Wilkinson are
    executing as the sole directors of each corporation.
(3) For all Registrants, each person is executing in his or her capacity as the
    listed executive officer.
(4) For Registrants that are limited liability companies, other than
    Entravision Communications Company, L.L.C., Walter F. Ulloa and Philip C.
    Wilkinson are executing as the sole Managers of each limited liability
    company.
(5) For Entravision Communications Company, L.L.C., Walter F. Ulloa, Philip C.
    Wilkinson and Paul A. Zevnik are executing as sole Managers and the sole
    members of the Executive Committee of that entity.

                                     II-17

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.2
<SEQUENCE>3
<FILENAME>dex42.txt
<DESCRIPTION>FIRST AMENDMENT TO INDENTURE
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.2

                          FIRST AMENDMENT TO INDENTURE

         This First Amendment to Indenture (this "First Amendment"), effective
as of March 1, 2002, is made and entered into by and among ENTRAVISION
COMMUNICATIONS CORPORATION, a Delaware corporation (the "Issuer"), UNION BANK OF
CALIFORNIA, N.A., a national banking association (the "Trustee"), and the
Guarantors listed on the signature pages hereto (the "Guarantors"), with
reference to the following facts:

                                    RECITALS
                                    --------

         A. WHEREAS, the Issuer, the Trustee and the Guarantors (collectively,
the "Parties") previously entered into that certain Indenture (the "Indenture"),
dated as of March 1, 2002, in connection with the sale and issuance by the
Issuer of $225 million aggregate principal amount of Senior Subordinated Notes
due 2009; and

         B. WHEREAS, Section 9.01(a) of the  Indenture  provides that the
Parties may amend or supplement the Indenture, the Subsidiary Guarantees or the
Notes without the consent of any Holder of a Note to cure any ambiguity, defect
or inconsistency in the Indenture, the Subsidiary Guarantees or the Notes; and

         C. WHEREAS,  the Parties now wish to cure such an ambiguity  in the
Indenture  and to amend the  Indenture as set forth below.

                                    AMENDMENT
                                    ---------

         NOW, THEREFORE, in consideration of the above-referenced facts and the
covenants of the Parties contained below in this First Amendment, and for other
good and valuable consideration, the receipt and sufficiency of which the
Parties hereby acknowledge, the Parties hereby agree as follows:

         1. Definitions.  All capitalized terms used in this First Amendment
            -----------
and not specifically defined herein shall have the meaning ascribed to such
terms in the Indenture.

         2. Section 1.01 of the Indenture. The definition of "Disqualified
            ------------------------------
Stock" in Section 1.01 of the Indenture is hereby amended and restated to read,
in its entirety, as follows:

            "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; provided that in no event shall Disqualified
            Stock include Existing Preferred Stock (including accrued
            dividends thereon and liquidation payment obligations).
            Notwithstanding the

<PAGE>

             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.

         3.  No Other Changes.  Except as specifically  amended by this First
             ----------------
Amendment,  the Indenture remains  unmodified and in full force and effect.

         IN WITNESS WHEREOF, the Parties have executed this First Amendment
effective as of the date first written above.

<TABLE>
<CAPTION>

                                                             "ISSUER"
<S>                                                          <C>
Attest:                                                      Entravision Communications Corporation,
                                                             a Delaware corporation


By:  /s/ Michael G. Rowles                                   By:  /s/ Jeanette Tully
   -----------------------------------                           --------------------------------------
Name:   Michael G. Rowles                                    Name:    Jeanette Tully
Title:  Assistant Secretary                                  Title:   Chief Financial Officer, Executive
                                                                      Vice President and Treasurer



                                                           "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, Incorporated, a California
                                                               corporation
                                                           Arizona Radio, Inc., a Delaware corporation
                                                           Aspen FM, Inc., a Colorado corporation
                                                           Latin Communications Group Inc., a Delaware
                                                               corporation
                                                           Latin Communications Inc., a Delaware
                                                               corporation

</TABLE>

                                       2

<PAGE>

                                 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 Nevada, Inc., a Nevada
                                    corporation
                                 Norte Broadcasting of New Mexico, Inc., a
                                    New Mexico 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

                                       3

<PAGE>


                             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
                             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

                                       4

<PAGE>



                                Vista Television, Inc., a California corporation
                                Channel Fifty Seven, Inc., a California
                                    corporation

Attest:

By:  /s/ Michael G. Rowles      By:  /s/ Jeanette Tully
   ------------------------          ---------------------------------------
Name: Michael G. Rowles              Name:  Jeanette Tully
Title:  Assistant Secretary          Title: Chief Financial Officer, Executive
                                            Vice President and Treasurer



                                   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:  Michael G. Rowles              Name:  Jeanette Tully
Title: Assistant Secretary            Title: Chief Financial Officer, Executive
                                             Vice President and Treasurer

                                       5

<PAGE>



                                   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:  Michael G. Rowles           Name:   Jeanette Tully
Title: Assistant Secretary         Title:  Chief Financial Officer, Executive
                                           Vice President and Treasurer



                                   "TRUSTEE"

                                   Union Bank of California, N.A.,
                                   a national banking association


                                   By:  /s/ Alison T. Braunstein
                                        ----------------------------------
                                   Name:  Alison T. Braunstein
                                   Title: Assistant Vice President

                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.5
<SEQUENCE>4
<FILENAME>dex45.txt
<DESCRIPTION>FORM OF ENTRAVISION COMMUNICATIONS 8.125% SR. NOTE
<TEXT>
<PAGE>

                                                                     EXHIBIT 4.5
--------------------------------------------------------------------------------
                                  FORM OF NOTE

                                                                 CUSIP__________
                                                                  ISIN__________
                                                           Common Code__________

                    8.125% Senior Subordinated Notes due 2009

No.__________                                                      $____________

                     ENTRAVISION COMMUNICATIONS CORPORATION

promises to pay to CEDE & CO. or its registered assigns,

the principal sum of ______________________________________________________

_______________ 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:
                          ---------------------------------------------------
                          Name:   Jeanette Tully
                          Title:  Chief Financial Officer, Executive Vice
                                  President and Treasurer



                    By:
                          ---------------------------------------------------
                          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:
     --------------------------------------------
      Authorized Signatory

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


                                        1

<PAGE>

                   8.125% Senior Subordinated Notes due 2009

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.

                                        2

<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-

                                        3

<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.

                                        4

<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.

                                        5

<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:

                                        6

<PAGE>

Entravision Communications Corporation
2425 Olympic Boulevard
Suite 6000 West
Santa Monica, CA 90404
Attention:  Assistant Corporate Secretary

                                        7

<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).

                                        8

<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).

                                       9

<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>

                                       10

<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, INCORPORATED,
                  a California corporation
                ARIZONA RADIO, INC., a Delaware 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

                                       11

<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

                                       12

<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
              VISTA TELEVISION, INC., a California corporation
              CHANNEL FIFTY SEVEN, INC., a California corporation


              By:
                    ---------------------------------------------------
                    Name:   Jeanette Tully
                    Title:  Chief Financial Officer, Executive Vice President
                            and Treasurer




                                       13

<PAGE>

               ENTRAVISION-TEXAS LIMITED
                     PARTNERSHIP, a Texas limited partnership
                     By:  Entravision-Texas G.P., L.L.C.
                     Its: General Partner


               By:
                     ---------------------------------------------------
                     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, LLC, 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:
                     ---------------------------------------------------
                     Name:   Jeanette Tully
                     Title:  Chief Financial Officer, Executive Vice President
                             and Treasurer







                                       14


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>5
<FILENAME>dex5.txt
<DESCRIPTION>OPINION OF FOLEY & LARDNER
<TEXT>
<PAGE>

                                                                       EXHIBIT 5

                         [Letterhead of Foley & Lardner]

                                 June 11, 2002

Entravision Communications Corporation and the
Additional Registrants Listed in the
Registration Statement (as defined below)
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404

    Re:   Entravision Communications Corporation
          Registration Statement on Form S-4

Ladies and Gentlemen:

          We have acted as special securities counsel to Entravision
Communications Corporation, a Delaware corporation (the "Company") and each of
the parties listed in the Registration Statement (as defined below) as an
Additional Registrant (an "Additional Registrant"), in connection with the
preparation and filing by the Company and the Additional Registrants with the
Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-4 (together with all exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
with respect to the registration by the Company of $225,000,000 aggregate
principal amount of its 8-1/8% Senior Subordinated Notes due 2009 (the "Exchange
Notes"), unconditionally guaranteed (the "New Guarantees") as to payment of
principal and interest by the Additional Registrants. The Registration Statement
also relates to the offer (the "Exchange Offer") by the Company to exchange the
Exchange Notes and New Guarantees for all of its outstanding $225,000,000
aggregate principal amount of 8-1/8% Senior Subordinated Notes due 2009 (the
"Outstanding Notes") and the related guarantees (the "Old Guarantees"),
previously issued pursuant to the Purchase Agreement dated March 1, 2002 (the
"Purchase Agreement"), and incorporated by reference as an exhibit to the
Registration Statement. The Exchange Notes and the New Guarantees will be issued
pursuant to the terms of the Exchange and Registration Rights Agreement dated as
of March 12, 2002, by and among the Company and the initial purchasers thereto
(the "Exchange and Registration Rights Agreement"), and incorporated by
reference as an exhibit to the Registration Statement, and pursuant to an
Indenture dated as of March 1, 2002, as amended (the "Indenture"), by and among
the Company, as issuer, Union Bank of California, N.A., as trustee (the
"Trustee"), and certain domestic subsidiaries of the Company listed on the
signature pages thereto, as guarantors.

          In connection herewith, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of: (i) the First
Restated Certificate of Incorporation of the Company; (ii) the First Amended and
Restated Bylaws of the Company, as amended on October 18, 2001; (iii) the
corporate and organizational documents of each of the Additional Registrants;
(iv) the minutes and records of the corporate, partnership or limited liability
company proceedings, as applicable, of the Company and each of the Additional
Registrants, in

<PAGE>

Entravision Communications Corporation
Additional Registrants
June 11, 2002
Page 2

connection with the issuance of the Exchange Notes and the New Guarantees; (v)
the Registration Statement; (vi) the Indenture; (vii) the Exchange and
Registration Rights Agreement; and (viii) such other corporate records,
certificates, documents and other instruments as in our opinion are necessary or
appropriate in connection with expressing the opinions set forth below. However,
no facts have come to our attention, however, that would cause us to question
the accuracy and completeness of such facts or documents in a material way.

          Additionally, in rendering our opinion herein we have assumed that the
Exchange Offer or any other transactions described in or contemplated by any of
the aforementioned documents have been or will be consummated consistent with
the descriptions of such transactions as set forth in the Registration Statement
and in accordance with the operative documents relating to such transactions.

          For the purposes of our opinions, we have, with your permission,
assumed the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as copies and the
authenticity of the originals of all documents submitted to us as copies. We
have also assumed the genuineness of the signatures of persons signing all
documents in connection with which these opinions are rendered, the authority of
such persons signing all documents on behalf of the parties thereto, and the due
authorization, execution and delivery of all documents by the parties thereto.
As to any facts material to the opinions expressed herein which we have not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company.

          To the extent that the obligations of the Company and the Additional
Registrants under the Indenture may be dependent upon such matters, we assume
for purposes of this opinion that the Trustee is duly organized, validly
existing and in good standing under the laws of its jurisdiction of
organization; that the Trustee is duly qualified to engage in the activities
contemplated by the Indenture; that the Indenture has been duly authorized,
executed and delivered by the Trustee and constitutes the valid, binding and
enforceable obligation of the Trustee; that the Trustee is in compliance,
generally and with respect to acting as a trustee under the Indenture, with all
applicable laws and regulations; and that the Trustee has the requisite
corporate and legal power and authority to perform its obligations under the
Indenture.

          Based upon and subject to the foregoing qualifications, assumptions
and limitations and the further limitations set forth below, we are of the
opinion that:

     1.   Each of the Company and the Additional Registrants is a corporation,
limited liability company or partnership, as the case may be, existing and in
good standing under the laws of the state of its incorporation, organization or
formation, as applicable.

     2.   When, as and if: (i) the Indenture shall have become qualified under
the Trust Indenture Act of 1939, as amended (the "TIA"); (ii) the Registration
Statement shall have become effective pursuant to the provisions of the
Securities Act; (iii) the Outstanding Notes shall have been validly tendered to
the Company; (iv) the Exchange Notes shall have been duly executed,
authenticated and delivered in accordance with all of the terms of the Indenture
and the Registration Statement; and (v) any legally required consents,
approvals, authorizations or other orders of the Commission and any other
regulatory authorities shall have been obtained, then, upon the happening of
such events, the Exchange Notes, when issued pursuant to the Exchange Offer,
will be legally valid and binding obligations of the Company.

<PAGE>

Entravision Communications Corporation
Additional Registrants
June 11, 2002
Page 3

     3.   When, as and if: (i) the Indenture shall have become qualified under
the TIA; (ii) the Registration Statement shall have become effective pursuant to
the provisions of the Securities Act; (iii) the Outstanding Notes shall have
been validly tendered to the Company; (iv) the Exchange Notes shall have been
duly executed, authenticated and delivered in accordance with all of the terms
of the Indenture and the Registration Statement; and (v) any legally required
consents, approvals, authorizations or other orders of the Commission and any
other regulatory authorities shall have been obtained, then, upon the happening
of such events, the New Guarantees will be legally valid and binding obligations
of each of the Additional Registrants.

          Our opinions expressed above are subject to the qualifications that we
express no opinion as to the applicability of, compliance with, or effect of:
(i) any bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent
conveyance, moratorium or other similar law or judicially developed doctrine
(such as substantive consolidation or equitable subordination) affecting the
enforcement of creditors' rights generally; (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law); (iii) public policy considerations which may limit the rights of parties
to obtain certain remedies; and (iv) other commonly recognized statutory and
judicial constraints on enforceability, including without limitation statutes of
limitations. We advise you that issues addressed by this letter may be governed
in whole or in part by laws other than those upon which our opinions are based,
but we did not review or attempt to identify any other law which might be
relevant for purposes of our opinions and we express no opinion as to whether
any relevant difference exists between the laws upon which our opinions are
based and any other laws which may actually govern. In addition, our opinions
expressed above regarding the enforceability of any guarantee are further
limited by principles of law that may render guarantees unenforceable under
circumstances where: (i) the guaranteed obligations are materially modified
without the consent of the guarantor; or (ii) the beneficiary releases the
primary obligor.

          For purposes of the opinions in paragraph 1, we have relied
exclusively upon a certificate issued by a governmental authority in each
relevant jurisdiction and statements and representations of officers and other
representatives of the Company and the Additional Registrants, and such opinion
is not intended to provide any conclusion or assurance beyond that conveyed by
such certificate. We have assumed without investigation that there has been no
relevant change or development between the date of such certificate and the date
of this letter.

          For purposes of our opinions, we have assumed that: (i) the
Registration Statement remains effective throughout the Exchange Offer; (ii) at
the time of the issuance and delivery of the Exchange Notes, (a) there will not
have occurred any change in law affecting the validity, legally binding
character or enforceability of the Exchange Notes and (b) the issuance and
delivery of the Exchange Notes, the terms of the Exchange Notes and the
compliance by the Company with the terms of the Exchange Notes will not violate
any applicable law, any restriction imposed by any court or governmental body
having jurisdiction over the Company or any of the Additional Registrants; (iii)
at the time of the issuance and delivery of each New Guarantee, (a) there will
not have occurred any change in law affecting the validity, legally

<PAGE>

Entravision Communications Corporation
Additional Registrants
June 11, 2002
Page 4

binding character or enforceability of such New Guarantee and (b) the issuance
and delivery of the New Guarantee, the terms of the New Guarantee and the
compliance by each Additional Registrant with the terms of its New Guarantee
will not violate any applicable law, or any restriction imposed by any court or
governmental body having jurisdiction over such Additional Registrant; and (iv)
any revisions to the form of any indenture filed as an exhibit to the
Registration Statement prior to the execution thereof, and any amendments or
supplemental indentures to such indenture, as executed, will not require
re-qualification of such indenture under the TIA.

          The opinions set forth above are based on the laws of the State of
California and the federal laws of the United States as they exist as of the
date of this letter, and we assume no obligation to modify or supplement this
letter on account of changes in such laws after the date hereof. To the extent
that matters covered by our opinion pertain to the corporate laws of the State
of Delaware, we advise you that we are not admitted to practice in that state,
although we are familiar with the corporate laws of that state. We note that the
Indenture is governed by the laws of the State of New York. We have not made a
special examination of the laws of such state or any other jurisdiction and we
have assumed, where applicable, that the laws of such states are, in pertinent
part, the same as the laws of the State of California, the provisions of the
Delaware General Corporation Law and applicable federal laws of the United
States. We express no opinion as to the laws of any other jurisdiction or the
effect thereof.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to us under the
caption "Legal Matters" in the prospectus included as part of the Registration
Statement.

          This opinion is expressly limited to the matters set forth above and
we render no opinion, whether by implication or otherwise, as to any other
matter relating to the Company or to any investment therein, or under any other
law. We assume no obligation to update or supplement this opinion to reflect any
facts or circumstances that arise after the date of this opinion and come to our
attention, or any future changes in law.



                                Very truly yours,

                               /s/ Foley & Lardner

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-8
<SEQUENCE>6
<FILENAME>dex8.txt
<DESCRIPTION>TAX OPINION OF FOLEY & LARDNER
<TEXT>
<PAGE>

                                                                       EXHIBIT 8

                         [Letterhead of Foley & Lardner]


                                  June 11, 2002




Entravision Communications Corporation and the
Additional Registrants Listed in the
Registration Statement (as defined below)
2425 Olympic Boulevard, Suite 6000 West
Santa Monica, California 90404

     Re: Certain United States Federal Income Tax Matters

Ladies and Gentlemen:

          We have acted as special tax counsel to Entravision Communications
Corporation, a Delaware corporation (the "Company") and each of the parties
listed in the Registration Statement (as defined below) as an Additional
Registrant (an "Additional Registrant"), in connection with the preparation and
filing by the Company and the Additional Registrants with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form S-4
(together with all exhibits thereto, the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the registration by the
Company of $225,000,000 aggregate principal amount of its 8-1/8% Senior
Subordinated Notes due 2009 (the "Exchange Notes"), unconditionally guaranteed
(the "New Guarantees") as to payment of principal and interest by the Additional
Registrants. The Registration Statement also relates to the offer (the "Exchange
Offer") by the Company to exchange the Exchange Notes and New Guarantees for all
of its outstanding $225,000,000 aggregate principal amount of 8-1/8% Senior
Subordinated Notes due 2009 (the "Outstanding Notes") and the related guarantees
(the "Old Guarantees"), previously issued pursuant to the Purchase Agreement
dated March 1, 2002 (the "Purchase Agreement"), and incorporated by reference as
an exhibit to the Registration Statement. The Exchange Notes and the New
Guarantees will be issued pursuant to the terms of the Exchange and Registration
Rights Agreement dated as of March 12, 2002, by and among the Company and the
initial purchasers thereto (the "Exchange and Registration Rights Agreement"),
and incorporated by reference as an exhibit to the Registration Statement, and
pursuant to an Indenture dated as of March 1, 2002, as amended (the
"Indenture"), by and among the Company, as issuer, Union Bank of California,
N.A., as trustee (the "Trustee"), and certain domestic subsidiaries of the
Company listed on the signature pages thereto, as guarantors. You have requested
our opinion regarding certain United States federal income tax matters in
connection with the Exchange Offer.

          In connection herewith, we have examined originals or copies,
certified or otherwise, identified to our satisfaction, of: (i) the Registration
Statement; (ii) the Indenture; (iii) the Exchange and Registration Rights
Agreement; and (iv) such other corporate records, certificates, documents and
other instruments as in our opinion are necessary or appropriate in connection
with expressing the opinion set forth below. However, no facts have come to our
attention, however, that would cause us to question the accuracy and
completeness of such facts or documents in a material way.

<PAGE>

Entravision Communications Corporation
Additional Registrants
June 11, 2002
Page 2



     Additionally, in rendering our opinion herein we have assumed that the
Exchange Offer or any other transactions described in or contemplated by any of
the aforementioned documents have been or will be consummated consistent with
the descriptions of such transactions as set forth in the Registration Statement
and in accordance with the operative documents relating to such transactions.

     On the basis of the foregoing, our reliance upon the assumptions in this
opinion and our consideration of those questions of law we considered relevant,
and subject to the limitations and qualifications in this opinion, we are of the
opinion that the statements made in the Registration Statement under the caption
"Certain U.S. Federal Tax Considerations" insofar as such statements purport to
summarize certain federal income tax laws of the United States or legal
conclusions with respect thereto, constitute a fair summary of the principal
United States federal tax consequences of the Exchange Offer and the ownership
and disposition of the Securities.

     The opinion set forth above is based on relevant provisions of the Internal
Revenue Code of 1986, as amended, Treasury Regulations thereunder (including
proposed and temporary Treasury Regulations), and interpretations of the
foregoing as expressed in court decisions, administrative determinations, and
the legislative history as of the date hereof. These provisions and
interpretations are subject to change, which may or may not be retroactive in
effect, that might result in modifications of our opinion. Our opinion is not
binding on the Internal Revenue Service or on the courts, and, therefore,
provides no guarantee or certainty as to results. In addition, our opinion is
based on certain factual representations and assumptions described herein. Any
change occurring after the date hereof in, or a variation from, any of the
foregoing bases for our opinion could affect the conclusion expressed below.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the statements made with respect to us under the
caption "Legal Matters" in the prospectus included as part of the Registration
Statement.

     This opinion is expressly limited to the matters set forth above and we
render no opinion, whether by implication or otherwise, as to any other matter
relating to the Company or to any investment therein, or under any other law. We
assume no obligation to update or supplement this opinion to reflect any facts
or circumstances that arise after the date of this opinion and come to our
attention, or any future changes in law.



                                Very truly yours,


                                /s/ Foley & Lardner




                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-12
<SEQUENCE>7
<FILENAME>dex12.txt
<DESCRIPTION>STATEMENT RE: RATIO OF EARNINGS TO FIXED CHARGES
<TEXT>
<PAGE>

                                                                     EXHIBIT 12

                    ENTRAVISION COMMUNICATIONS CORPORATION

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

<TABLE>
<CAPTION>
                                                                                                  Three Month Period
                                                              Year Ended December 31,              Ended March 31,
                                                  ----------------------------------------------  -----------------
                                                    2001      2000      1999      1998     1997     2002     2001
                                                  --------  --------  --------  -------  -------  -------  --------
                                                                        (dollars in thousands)
<S>                                               <C>       <C>       <C>       <C>      <C>      <C>      <C>
Fixed Charges:
    Interest expense............................. $ 22,265  $ 29,834  $  9,690  $ 8,386  $ 5,222  $ 6,665  $  6,815
    Non-cash interest expense....................       --    39,667     2,500       --       --       --        --
    Interest component in rent(1)................    6,960     2,820       667      400      333    1,836     1,790
    Accretion of preferred stock redemption
     value.......................................   10,117     2,449        --       --       --    2,449     1,421
    Capitalized interest.........................      250       122        39       --       --       17        99
                                                  --------  --------  --------  -------  -------  -------  --------
          Total fixed charges.................... $ 39,592  $ 74,892  $ 12,896  $ 8,786  $ 5,555  $10,967  $ 10,125
                                                  ========  ========  ========  =======  =======  =======  ========
Earnings Available For Fixed Charges:
    Loss before income taxes..................... $(88,821) $(94,960) $(40,078) $(3,492) $(4,695) $(5,686) $(30,428)
    Add: Fixed charges...........................   39,592    74,892    12,896    8,786    5,555   10,967    10,125
       Amortization of capitalized interest......        2         1         1       --       --        5         1
    Less: Accretion of preferred stock
       redemption value..........................  (10,117)   (2,449)       --       --       --   (2,449)   (1,421)
       Capitalized interest......................     (250)     (122)      (39)      --       --      (17)      (99)
                                                  --------  --------  --------  -------  -------  -------  --------
       Earnings available for fixed
        charges(1)............................... $(59,594) $(22,638) $(27,220) $ 5,294  $   860  $ 2,820  $(21,822)
                                                  ========  ========  ========  =======  =======  =======  ========
Ratio of earnings to fixed charges(2)............    (1.51)    (0.30)    (2.11)    0.60     0.15     0.26     (2.16)
</TABLE>
--------
(1) Earnings available for fixed charges equals loss before income taxes, plus
    fixed charges and amortization of capitalized interest, less the accretion
    of preferred stock redemption value and capitalized interest. Fixed charges
    consist of interest expense (including amortization of debt costs relating
    to our indebtedness), non-cash interest expense, approximately one-third of
    rent expense as representative of the interest portion of rentals,
    capitalized interest and the accretion of our preferred stock's redemption
    value.

(2) Earnings were inadequate to cover fixed charges for the three month periods
    ended March 31, 2002 and 2001, and for each of the five years in the period
    ended December 31, 2001. Additional earnings would have been required to
    cover fixed charges for the three month periods ended March 31, 2002 and
    2001 in the amount of (in thousands) $8,147 and $31,947, and for each of
    the five years in the period ended December 31, 2001, in the amount of (in
    thousands) 2001 $99,186; 2000 $97,530; 1999 $40,116; 1998 $3,492; and 1997
    $4,695.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21.1
<SEQUENCE>8
<FILENAME>dex211.txt
<DESCRIPTION>SUBSIDIARIES OF THE REGISTRANT
<TEXT>
<PAGE>


                                                                    EXHIBIT 21.1


                                 SUBSIDIARIES OF
                     ENTRAVISION COMMUNICATIONS CORPORATION

         Except as indicated below, the following entities are direct/indirect
100% owned subsidiaries of Entravision Communications Corporation:

         Entravision-Texas Limited Partnership, a Texas limited partnership
         Entravision-Texas G.P., LLC, a Delaware limited liability company
         Entravision-Texas L.P., Inc., a Delaware corporation
         Entravision Communications Company, L.L.C., a Delaware limited
         liability company
         Entravision Holdings, LLC, a California limited liability company
         Entravision 27, L.L.C., a Delaware limited liability company
         Entravision Midland Holdings, LLC, a Delaware limited liability company
         Entravision Communications Of Midland, LLC, 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
         Entravision San Diego, Inc., a California corporation
         Arizona Radio, Inc., a Delaware corporation
         Aspen FM, Inc., a Colorado corporation
         The Community Broadcasting Company of San Diego, Incorporated, a
         California corporation
         Embarcadero Media, Inc., a Delaware corporation
         EMI Sacramento Radio, Inc., a California corporation
         EMI Los Angeles Radio, Inc., a California corporation
         EXCL Holdings, Inc., an Illinois corporation
         EXCL Communications, Inc., an Illinois corporation
         Glendale Broadcasting, Inc., an Arizona corporation
         Latin Communications Inc., a Delaware corporation
         Latin Communications EXCL Inc., a Delaware corporation
         Latin Communications Group Inc., a Delaware corporation
         Los Cerezos Television Company, a Delaware corporation
         Meridian Communications Company, a Nevada corporation
         Metro Mix, Inc., an Illinois corporation
         NEWKKSJ, Inc., a California corporation
         New WNDZ, Inc., an Indiana corporation
         Norte Broadcasting, Inc., a California corporation
         Norte Broadcasting of Colorado, Inc., an Illinois corporation
         Norte Broadcasting of Nevada, Inc., a Nevada corporation
         Norte Broadcasting of New Mexico, Inc., a New Mexico corporation
         Oroville Radio, Inc., a California corporation
         Pacifico Broadcasting, Inc., a California corporation
         Personal Achievement Radio, Inc., a Delaware corporation
         Portland Radio Inc., a Washington corporation
         Radio Exito, Inc., a Nevada corporation
         Riverside Radio, Inc., a California corporation
         Sale Point Posters, Inc., a New York corporation


<PAGE>

         Seaboard Outdoor Advertising Co., Inc., a New York corporation
         Sextant Broadcasting Company, 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
         VEA Acquisition Corp., a Delaware corporation
         Vista Media Group, Inc., a Delaware corporation
         Vista Media Group of New York, Inc., a Delaware corporation
         Vista Outdoor Advertising, Inc. (N.Y.), a Delaware corporation
         Vista Outdoor Advertising, Inc. (CAL.), a Delaware corporation
         Z-Spanish Media Corporation, a Delaware corporation
         KHZZ Broadcasting, Inc., a California corporation
         KPPC Radio, Inc., a California corporation
         KTLR Broadcasting, Inc., a Texas corporation
         KZCO Broadcasting, Inc., a California corporation
         KZFO Broadcasting, Inc., a California corporation
         KZLZ Broadcasting, Inc., an Arizona corporation
         KZMS Broadcasting, Inc., a California corporation
         KZPZ Broadcasting, Inc., an Arizona corporation
         KZPZ License Corporation, an Arizona corporation
         KZSL Broadcasting, Inc., a California corporation
         KZST Broadcasting, Inc., a California corporation
         WLQY Broadcasting, Inc., a Delaware corporation
         WRZA Broadcasting, Inc., an Illinois corporation
         WZCO Broadcasting, Inc., an Illinois corporation
         Vista Television, Inc., a California corporation
         Channel Fifty Seven, Inc., a California corporation
         Lotus/Entravision Reps LLC, a Delaware limited liability company
         (50% owned)
         Televisora Alco, S. de R.L. de C.V., a Mexico entity ("Alco")
         (39.9% minority, limited voting interest (neutral investment
         stock) owned))
         Tele Nacional, S. de R.L. de C.V., a Mexico entity (99.9% owned by
         Alco)
         Comercializadora Frontera Norte S. de R.L. de C.V., a Mexico entity
         ("CFN") (99.9% owned)
         Television de California, S. de R.L. de C.V., a Mexico entity
         (99.9% owned by CFN)
         26 de Mexico S.A. de C.V., a Mexico entity

                                       2

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.2
<SEQUENCE>9
<FILENAME>dex232.txt
<DESCRIPTION>CONSENT OF INDEPENDENT ACCOUNTANTS
<TEXT>
<PAGE>


                                                                    EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

                  We consent to the incorporation by reference in this
Registration Statement of Entravision Communications Corporation on Form S-4 of
our report, dated February 8, 2002, appearing in the Annual Report on Form 10-K
of Entravision Communications Corporation for the year ended December 31, 2001
and to all references to our firm included in this Registration Statement.

                                                /s/  MCGLADREY & PULLEN, LLP

Pasadena, California
June 10, 2002

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-25
<SEQUENCE>10
<FILENAME>dex25.txt
<DESCRIPTION>STATEMENT OF ELIGIBILITY OF TRUSTEE
<TEXT>
<PAGE>

                                                                      Exhibit 25
--------------------------------------------------------------------------------
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    --------
                                    FORM T-1
                                    --------

                       STATEMENT OF ELIGIBILITY UNDER THE
                  TRUST INDENTURE ACT OF 1939 OF A CORPORATION
                          DESIGNATED TO ACT AS TRUSTEE

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

         CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE
                       PURSUANT TO SECTION 305(b)(2) ____

UNION BANK OF CALIFORNIA, N.A.
(Exact name of trustee as specified in its charter)

350 California Street
San Francisco, CA                   94104               94-0304228
(Address of principal              (Zip Code)           (I.R.S. employer
executive offices)                                      identification no.)

           --------------------------------------------------------
                                General Counsel
                         Union Bank of California, N.A.
                             400 California Street
                            San Francisco, CA 94104
                                 (415) 765-2945
           (Name, address and telephone number of agent for service)
           ---------------------------------------------------------

Entravision Communications Corporation
(Exact name of obligor as specified in its charter)

Delaware                                                 95-4783236
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                           identification no.)

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

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

                     Entravision Communications Corporation
                   8.125% Senior Subordinated Notes Due 2009

<PAGE>
Item 1. General Information.

     Furnish the following information as to the trustee --

          Name and address of each examining or supervising authority to which
          it is subject.

               Board of Governors of the Federal Reserve System
               District Analyst, M/A 155
               Washington, DC 20551

               Federal Reserve Bank of San Francisco
               101 Market Street
               San Francisco, CA 94105

               Deputy Comptroller for Large Bank Supervision
               Office of the Comptroller of the Currency
               Mail Stop 6-1
               Washington, DC 20219-001

               Federal Deposit Insurance Corporation
               Analysis and Monitoring Section
               550 17th Street, NW
               Washington, DC 20429

               Office of the Comptroller of the Currency
               Western District Office
               50 Fremont Street
               San Francisco, CA 94105-2292

          Whether it is authorized to exercise corporate trust powers: Yes

Item 2. Affiliations with obligor.

     If the obligor is an affiliate of the trustee, describe each such
     affiliation.

     NONE

Items 3-15 are not applicable because to the best of the Trustee's knowledge the
obligor is not in default under any Indenture for which the Trustee acts as
Trustee.

<PAGE>
Item 16. List of Exhibits.

         List below all exhibits filed as a part of this statement of
         eligibility.

         1. A copy of the articles of association of the trustee now in effect.
         2. A copy of the authorization of the trustee to exercise corporate
            trust powers.
         3. A copy of the existing bylaws of the trustee, or instruments
            corresponding thereto.
         4. The consent of the United States institutional trustees required by
            Section 321(b)of the Act.
         5. A copy of the latest report of condition of the trustee published
            pursuant to law or the requirements of its supervising or examining
            authority.


SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939 the trustee,
Union Bank of California, N.A., a national banking association formed under the
laws of the United States, has duly caused this statement of eligibility to be
signed on its behalf by the undersigned, thereunto duly authorized, all in the
City of Los Angeles, and State of California, on the thirtieth day of May, 2002.



------------------------------
Union Bank of California, N.A.


By: /s/ Alison T. Braunstein
   ---------------------------
      Alison T. Braunstein
      Assistant Vice President

<PAGE>
Exhibit 1 to FORM T-1
A copy of the articles of association of the trustee now in effect

<PAGE>

        I hereby certify that I am the duly qualified, elected and acting
Corporate Secretary of Union Bank of California, N.A.

        I further certify that the attached Articles of Association, restated as
of April 1, 1996, are a true and correct copy, that the same has not been
rescinded and now stands in full force and effect.


        Dated: January 27, 1999


                                             /s/ Jean C. Nomura
                                             -----------------------------------
                                             Jean C. Nomura, Corporate Secretary




<PAGE>


                             ARTICLES OF ASSOCIATION
                                       OF
                 UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION
                         (Restated as of April 1, 1996)


     FIRST. The name of this Association shall be "Union Bank of California,
     -----
National Association."


     SECOND. The head office of this Association shall be in the City and County
     ------
of San Francisco, State of California. The general business of the Association
shall be conducted at its head office and its legally established branches.


     THIRD. The board of directors of this Association shall consist of not less
     -----
than five (5) nor more than twenty-five (25) individuals, the exact number of
directors within such minimum and maximum limits to be fixed and determined from
time to time by resolution of a majority of the full board of directors or by
resolution of the shareholders at any annual or special meeting thereof. Unless
otherwise provided by the laws of the United States, any vacancy in the board of
directors for any reason, including an increase in the number thereof, may be
filled by action of the board of directors, though less than a quorum.


     FOURTH. The annual meeting of the shareholders for the election of
     ------
directors and the transaction of whatever other business may be brought before
said meeting shall be held at the head office or such other place as the board
of directors may designate, on the date of each year specified therefor in the
Bylaws, but if no election is held on that day, it may be held on any
subsequent day according to the provisions of laws; and all elections shall be
held according to such lawful regulations as may be prescribed by the board of
directors.

     Nominations for election to the board of directors may be made by the board
of directors or by any shareholder of any outstanding class of capital stock of
the Association entitled to vote for election of directors.


     FIFTH. The amount of authorized capital stock of this Association shall be
     -----
$675,000,000, consisting of 45,000,000 shares of common stock of the par value
of $15 each, but said capital stock may be increased or decreased from time to
time, in accordance with the provisions of the laws of the United States.


     SIXTH. The board of directors shall appoint one of its members president of
     -----
this Association, who shall be chairman of the board, unless the board appoints
another director to be chairman. The board of directors shall have the power to
appoint one or more vice presidents, and to appoint a cashier and such other
officers and employees as may be required to transact the business of this
Association.

     The board of directors shall have the power to define the duties of the
officers and employees of the Association; to fix the compensation to be paid to
them; to dismiss them; to require bonds from them and to fix the penalty
thereof; to regulate the manner in which any increase of the capital of the
Association shall be made; to manage and administer the business and affairs of
the Association; to make all Bylaws that it may be lawful for them to make; and
generally to do and perform all acts that it may be legal for a board of
directors to


                                       1

<PAGE>


do and perform.


     SEVENTH. The board of directors shall have the power to change the location
     -------
of the head office to any other place within the limits of the City of San
Francisco, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency; and shall have the power to establish or
change the location of any branch or branches of the Association to any other
location, without the approval of the shareholders but subject to the approval
of the Comptroller of the Currency.

     EIGHTH. The corporate existence of this Association shall continue until
     ------
terminated in accordance with the laws of the United States.


     NINTH. Special meetings of the shareholders of this Association may be
     -----
called for any purpose at any time by the board of directors, the chairman of
the board, the deputy chairman of the board, the president or by the majority
shareholder. Unless otherwise provided by the laws of the United States, a
notice of the time, place and purpose of every annual and special meeting of the
shareholders shall be given by first-class mail, postage prepaid, mailed at
least ten (10) days prior to the date of such meeting to each shareholder of
record at his address as shown upon the books of this Association, provided that
said notice may be waived by a majority shareholder.


     TENTH. These Articles of Association may be amended at any regular or
     -----
special meeting of the shareholders by the affirmative vote of the holders of a
majority of the stock of this Association, unless the vote of the holders of a
greater amount of stock is required by law, and in that case by the vote of the
holders of such greater amount, voting in person, or by proxy.


     ELEVENTH. (a) This Association may indemnify any person who was or is a
     --------
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Association) by
reason of the fact that he is or was a director, officer, employee or agent of
the Association, or is or was serving at the request of the Association as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Association and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgement, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Association, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) This Association may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Association to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Association, or is or was serving at the request of the Association as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually or

                                       2

<PAGE>


reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the Association and except that
no indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the Association
unless and only to the extent that the Superior Court of the State of California
or the court in which such action or suit was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the court shall deem proper.

     (c) To the extent that a director, officer, employee or agent of the
Association has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b), or in defense
of any claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection therewith.

     (d) Any indemnification under subsections (a) and (b) (unless ordered by a
court) shall be made by the Association only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct set forth in subsections (a) and (b). Such determination shall be
made (1) by the board of directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion, or (3) by the shareholders of the Association.

     (e) Expenses incurred by an officer or director in defending a civil or
   criminal action, suit or proceeding may be paid by the Association in advance
of the final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amounts if
it shall ultimately be determined that he is not entitled to be indemnified by
the Association as authorized in this article. Such expenses incurred by other
employees and agents may be so paid upon such terms and conditions, if any, as
the board of directors deems appropriate.

     (f) The indemnification provided by this article shall not be deemed
exclusive of any other rights to which those seeking indemnification may be
entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in this official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person.

     (g) This Association may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Association,
or is or was serving at the request of the Association as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Association would have the power to indemnify him against such liability under
the provisions of this article.

     (h) For purposes of this article, references to "the Association" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a


                                        3

<PAGE>

constituent) absorbed in a consolidation or merger which, if its separate
existing had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person who is or was
a director, officer, employee or agent of such constituent corporation, or is or
was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, shall stand in the same position under the provisions
of this article with respect to the resulting or surviving corporation as he
would have with respect to such constituent corporation if its separate
existence had continued.

        (i)  For purposes of this article, references to "other enterprises"
shall include employee benefit plans; references to "fines" shall include any
excise taxes assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the Association" shall include any
service as a director, officer, employee or agent of the Association which
imposes duties on, or involves services by, such director, officer, employee or
agent with respect to an employee benefit plan, its participants or
beneficiaries; and a person who acted in good faith and in a manner he
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner "not
opposed to the best interests of the Association" as referred to in this
article.

        (j)  Notwithstanding anything in this article to the contrary, the
Association shall not indemnify any director, officer or employee nor purchase
and maintain insurance on behalf of any director, officer or employee against
expenses, penalties, or other payments incurred in an administrative proceeding
or action instituted by an appropriate bank regulatory agency which proceeding
or action results in a final order assessing civil money penalties.

        TWELFTH.  A director of the Association shall not be personally liable
        -------
to the Association or its stockholder for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporations Law, or (iv) for any transaction from which the director derived
any improper personal benefit. If the Delaware General Corporation Law is
amended after approval by the stockholders of this article to authorize
corporate action further eliminating or limiting the personal liability of
directors, then the liability of a director of the Association shall be
eliminated or limited to the fullest extent permitted by the Delaware General
Corporation law, as so amended.

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

                                       4

<PAGE>

Exhibit 2 to FORM T-1
A copy of the authorization of the trustee to exercise corporate trust powers

                                       10

<PAGE>

                                  CERTIFICATE

I, Eugene A. Ludwig, Comptroller of the Currency, do hereby certify that:

1.  The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq.,
as amended, 12 U.S.C. 1, et seq., as amended, has possession, custody and
control of all records pertaining to the chartering of all National Banking
Associations.

2.  "Union Bank of California, National Association," San Francisco, California,
(Charter No. 21541) is a National Banking Association formed under the laws of
the United States and is authorized thereunder to transact the business of
banking and exercise Fiduciary Powers on the date of this Certificate.

                                        IN TESTIMONY WHEREOF, I have hereunto

                                        subscribed my name and caused my seal of

                                        office to be affixed to these presents

                                        at the Treasury Department in the City

                                        of Washington and District of Columbia,

                                        this 31th day of March, 1998.



                                        Eugene A. Ludwig
                                        ---------------------------
                                        Comptroller of the Currency

<PAGE>

Exhibit 3 to FORM T-1
A copy of the existing bylaws of the trustee, or instruments corresponding
thereto.


<PAGE>

                                  CERTIFICATE

I, Jean C. Nomura, certify

1.  I am Vice President and Corporate Secretary of Union Bank of California,
    N.A., a national banking association existing under the laws of the United
    States.

2.  The attached document is a true and correct copy of the Bylaws of Union Bank
    of California, N.A.

Dated: January 27, 1999


                                  /s/  Jean C. Nomura
                                  --------------------------------------
                                  Vice President and Corporate Secretary

<PAGE>
                                     BYLAWS
                                       of
                 UNION BANK OF CALIFORNIA, NATIONAL ASSOCIATION
                       (Restated as of January 27, 1999)

                                   ARTICLE I

                            Meetings of Shareholders

     Section 1.1.  Annual Meeting.  The annual meeting of the shareholders shall
     -----------   --------------
be held each year on the date and at the time specified by the Board of
Directors. At each annual meeting the shareholders shall elect directors and
transact such other business as may properly be brought before the meeting.

     Notice of such meeting shall be mailed, postage prepaid, at least ten days
and no more than 60 days prior to the date thereof by first class mail addressed
to each shareholder at his address appearing on the books of the Association;
provided, however, that the shareholders may waive notice of the annual meeting.

     If for any cause an election of directors is not made on said day, the
board of directors shall order the election to be held on some subsequent day,
as soon thereafter as practicable, according to the provisions of law; and
notice thereof shall be given in the manner herein provided for the annual
meeting.

     Section 1.2. Special Meetings. Except as otherwise specifically provided by
     -----------  ----------------
statute, special meetings of the shareholders of this Association may be called
for any purpose at any time by the board of directors, the chairman of the
board, the deputy chairman of the board, the president or by the majority
shareholder of this Association. Every such special meeting unless otherwise
provided by law shall be called by mailing, first-class postage prepaid, not
less than ten days prior to the date fixed for such meeting to each shareholder
at his address appearing on the books of this Association, a notice stating the
purpose of the meeting, provided that said notice may be waived by a majority
shareholder.

     Section 1.3. Nomination for Director. Nominations for election to the board
     -----------  -----------------------
of directors may be made by the board of directors or by any shareholder of any
outstanding capital stock of the Association entitled to vote for the election
of directors.

     Section 1.4. Proxies. Shareholders may vote at any meeting of the
     -----------  -------
shareholders by proxies duly authorized in writing, but no officer or employee
of this Association shall act as proxy.

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<PAGE>

     Section 1.5. Quorum. The presence in person or by proxy of persons
     -----------  ------
entitled to vote a majority of the issued and outstanding stock of this
Association shall constitute a quorum for the transaction of business at any
annual or special meeting of the shareholders, unless otherwise provided by law;
but less than a quorum may adjourn any meeting from time to time and the meeting
may be held as adjourned without further notice. A majority of the votes cast
shall decide every question or matter submitted to the shareholders at any
meeting unless otherwise provided by law of by the Articles of Association.

     Section 1.6. Action by Shareholders. Except as provided by
     -----------  ----------------------
law, any action required to be taken at any annual or special meetings of the
shareholders of this Association, or any action which may be taken at any annual
or special meetings of the shareholders may be taken without a meeting and
without a vote, if a consent in writing, setting forth the actions so taken,
shall be signed by holders of outstanding stock having not less than the
minimum number of votes that would be necessary to authorize or take such action
at the meeting at which all shareholders entitled to vote thereon were present
and voted.

                                   ARTICLE II

                                   Directors

     Section 2.1.  Board of Directors.  The board of directors (henceforth
     -----------   ------------------
referred to as the board) shall have the power to manage and administer the
business and affairs of the Association. Except as specifically limited by law,
all corporate powers of the Association shall be vested in and may be exercised
by said board.

     Section 2.2.  Number.  The board shall consist of not less than five nor
     -----------   ------
more than twenty-five individuals, the exact number within such minimum and
maximum limits to be fixed and determined from time to time by resolution of a
majority of the full board or by resolution of the shareholders at any meeting
thereof; provided, however, that a majority of the full board may not increase
the number of directors to a number which; (i) exceeds by more than two the
number of directors last elected by shareholders where such number was fifteen
or less; or (ii) to a number that exceeds by more than four the number of
directors last elected by shareholders where such number was sixteen or more,
but in no event shall the number of directors exceed twenty-five.

     Section 2.3.  Organizational Meeting.  There shall be a meeting of the
     -----------   ----------------------
board immediately following the election of the board at the annual meeting of
shareholders which meeting shall be held for the purpose of organization; no
notice of such meeting need be given.

                                        2

<PAGE>

If at the time fixed for such meeting there shall not be a quorum present, the
directors present may adjourn the meeting from time to time until a quorum is
obtained.

     At such meeting, the board shall elect a chairman of the board, a
president, a deputy chairman of the board and one or more vice chairmen of the
board. The chairman shall preside at all directors' meetings and in his absence,
the president and, then, in his absence, the deputy chairman and, in his
absence, a vice chairman of the board shall preside at such meetings. In the
absence of the chairman of the board, the president, the deputy chairman and the
vice chairmen of the board, the board may appoint a chairman pro-tempore.

     Section 2.4.  Place, Date and Time of Regular Meetings.  Regular meetings
     -----------   ----------------------------------------
of the Board of Directors may be held without notice at such places within or
without the State of California and on such dates and at such times as the Board
may from time to time determine by resolution or written consent.

     Section 2.5.  Special Meetings.  Special meetings of the board may be
     -----------   ----------------
called by the chairman, the president, the deputy chairman or by a majority of
the board, of which notice shall be given to each director personally by
telephone or facsimile, electronic mail or other electronic means or by leaving
a written or printed notice at, or by mailing such notice to, the Director's
residence or place of business at least 24 hours before the time appointed for
such meeting, provided that said notice may be waived by a written consent by
all the directors entitled to vote at such meeting.

     Section 2.6.  Quorum.  A majority of the board then in office shall
     -----------   ------
constitute a quorum for the transaction of business at any meeting except when
otherwise provided by law; but a less number may adjourn any meeting, from time
to time, and the meeting may be held, as adjourned, without further notice.

     Section 2.7.  Participation by Communications Equipment.  Members of the
     -----------   -----------------------------------------
Board may participate in a meeting through use of conference telephone,
electronic video screen communication or other communications equipment, so long
as all members participating in such meetings can communicate with all of the
other members concurrently and are provided the means of participating in all
matters before the Board, and the Association confirms that the person
communicating by telephone, electronic video screen or other communications
equipment is a director entitled to participate in the Board meeting and that
all statements, actions and votes were made by such director. Such participation
constitutes presence in person at such meeting.

                                       3

<PAGE>

     Section 2.8. Action Without A Meeting. Any action required or permitted to
     ------------ -------------------------
be taken by the board may be taken without a meeting, if all members of the
board eligible to vote shall individually or collectively consent to such
action. The written consent or consents shall be filed with the minutes of the
proceedings of the Board of Directors. Such action by written consent shall have
the same effect as a unanimous vote of directors.

     Section 2.9. Vacancies. The directors shall hold office for one year or
     ------------ ----------
until their successors are elected and have qualified. Any vacancies occurring
in the membership of the board shall be filled by appointment for the unexpired
term by the remaining members of the board, though less than a quorum, in
accordance with the laws of the United States.

                                  ARTICLE III

                            Committees of the Board

     Section 3.1. Executive Committee. There shall be an executive committee
     ------------ --------------------
composed of the chairman of the board, the president, the deputy chairman and
not less than four (4) other directors who shall be appointed by the board to
serve during its pleasure. Subject at all times to the control of the board, the
committee shall have and may exercise all the powers of the board, except powers
to amend the Articles of Association, to adopt an agreement of merger or
consolidation, to recommend to the shareholders the sale, lease or exchange of
all or substantially all of the Association's property and assets, to recommend
to the shareholders a dissolution of the Association or a revocation of a
dissolution, to amend the bylaws of the Association, to declare a dividend, to
authorize the issuance of stock, or to adopt a certificate of ownership and
merger. The chairman of the committee may from time to time designate directors
to act as alternate members of the committee in the place of any members absent
from a meeting thereof. The committee shall meet at such times as it or the
board may designate and shall make its own rules of procedure. A majority of its
members shall constitute a quorum. The affirmative vote of the majority of its
members shall be necessary for the adoption of any resolution. The committee
shall keep minutes of its meetings and such minutes shall be submitted to the
next regular meeting of the board at which a quorum is present, and any action
taken by the board with respect thereto shall be entered into the minutes of the
board.

     Section 3.2. Other Committees. The Board of Directors may, by resolution
     ------------ -----------------
adopted by a majority of the authorized number of directors, designate one or
more committees from time to time, each consisting of two or more directors to
serve at the pleasure of the Board. In the absence or disqualification of a
member of a committee, the member or members present






                                       4

<PAGE>

at any meeting and not disqualified from voting, whether or not the member or
members present constitute a quorum, may unanimously appoint another member of
the Board of Directors to act at the meeting in place of any such absent or
disqualified member. Any such committee, to the extent provided in the
resolution of the Board of Directors shall have all the authority of the Board,
except powers to amend the Articles of Association, to adopt an agreement of
merger or consolidation, to recommend to the shareholders the sale, lease or
exchange of all or substantially all of the Association's property and assets,
to recommend to the shareholders a dissolution of the Association or a
revocation of a dissolution, to amend the bylaws of the Association, to declare
a dividend, to authorize the issuance of stock, or to adopt a certificate of
ownership and merger.

                                   ARTICLE IV

                                    Officers

     Section 4.1.  Officers.  The officers of this Association shall be a
     -----------   --------
chairman of the board, a president and chief executive officer, a deputy
chairman, one or more vice chairmen of the board, a chief financial officer, a
chief credit officer, a general auditor, a chief credit examiner, a chief
compliance officer, one or more executive vice presidents, one or more senior
vice presidents, one or more vice presidents, one or more assistant vice
presidents, a secretary, one or more assistant secretaries, one or more trust
officers, one or more assistant trust officers, a manager and one or more
assistant managers for each of the branches of this Association, and such other
officers as may be required from time to time for the prompt and orderly
transaction of its business, to be elected or appointed by the board; provided,
however, that the board may assign by resolution the authority to appoint,
define duties, reassign and dismiss such officers as it shall from time to time
determine. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon, or
assigned to, them by the board or by other officers to whom such authority has
been delegated and assigned.

     Section 4.2.  Certain Officers to be Directors.  The chairman of the board,
     -----------   --------------------------------
the president, the deputy chairman of the board and the vice chairmen of the
board of the Association shall be members of the board.

     Section 4.3.  Chairman, President, Deputy Chairman and Vice Chairmen.  The
     -----------   ------------------------------------------------------
chairman of the board shall preside at all shareholders' meetings and all
meetings of the board unless he delegates this duty to the President or Deputy
Chairman. In the absence or disability




                                       5

<PAGE>

of the chairman of the board, the following shall perform the duties and have
the powers of the chairman of the board in the order set forth:

     President and Chief Executive Officer

     Deputy Chairman

     Vice Chairmen in the order designated by the Board.

     Section 4.4.  President and Chief Executive Officer.  The president shall
     ------------  --------------------------------------
have general and active management of the business of the Association, and shall
have and may exercise any and all other powers and duties pertaining by law,
regulation, or practice, to the office of president or prescribed by these
bylaws. The president shall be the chief executive officer.

     Section 4.5.  Chief Financial Officer.  The Chief Financial Officer shall
     ------------  ------------------------
be the principal financial officer of the Association and shall perform the
duties imposed upon him by these Bylaws or the Board of Directors.

     Section 4.6.  Tenure.  The chairman of the board, the president, the deputy
     ------------  -------
chairman of the board and the vice chairmen of the board shall hold their
offices for the current year for which the board, of which they are members, was
elected and qualified, unless they shall resign, become disqualified or be
removed. Any vacancy occurring in any of such offices shall be filled by
appointment by the remaining members of the board, though not a quorum. All
other officers shall be elected to hold their offices respectively during the
pleasure of the board; provided, however, that the board may assign by
resolution the dismissing of such officers as it shall from time to time
determine.

     Section 4.7.  Secretary.  The secretary shall keep a record of all votes,
     ------------  ----------
meetings and proceedings of the board and of the shareholders and all other
matters required to be placed in the minute book, shall enter all bylaws and all
amendments thereto and note all changes or repeals thereof in the book of
bylaws, shall have charge of the corporate seal of this Association and affix
the same to all certificates of stock and as directed by the board, and shall
care for and preserve all papers, documents and books placed in his custody. The
secretary shall have the power to take any action and execute any document
required by law to be taken or executed by a cashier. Duplicates of the
corporate seal of this Association shall be placed in the charge of such
managers and assistant managers of branches of this Association as are
designated by the Secretary; and any one of the managers or assistant managers
so designated may affix the corporate seal to documents or papers requiring the
same. The assistant secretaries shall have all the powers, and, in the absence
of the secretary, duties of the secretary.


                                        6

<PAGE>

                                   ARTICLE V

                              Emergency Provisions

     Section 5.1.  Emergency Defined.  "Emergency" as used in this Article VI
     ------------  ------------------
means disorder, disturbance or damage caused by disaster, war, enemy attack or
other warlike acts which prevent conduct and management of the affairs and
business of the Association by the Board of Directors and officers. The powers
and duties conferred and imposed by this Article and any resolutions adopted
pursuant hereto shall be effective only during an emergency. This Article may be
implemented from time to time by resolutions adopted by the Board of Directors
before or during an emergency, or during an emergency by the Executive Committee
of the Board of Directors constituted and then acting pursuant thereto. During
an emergency, the provisions of this Article and any implementing resolutions
shall supercede any conflicting provision of any Article of these Bylaws or
resolutions adopted pursuant thereto.

     Section 5.2.  Alternate Locations.  During an emergency, the business
     ------------  --------------------
ordinarily conducted at the principal executive office of the Association shall,
if so permitted by applicable statutes or regulations, be relocated elsewhere in
suitable quarters, as may be designated by the board of directors or by the
Executive Committee of the Board of Directors or by such persons as are then, in
accordance with these bylaws or resolutions adopted from time to time by the
board of directors, dealing with the exercise of authority in a time of such
emergency, conducting the affairs of this Association. Any temporarily relocated
place of business of this Association shall be returned to its legally
authorized location as soon as practicable and such temporary place of business
shall then be discontinued.

     Section 5.3.  Alternate Management.
     ------------  ---------------------

     (a) In the event of a state of disaster of sufficient severity to prevent
the conduct and management of the affairs of business of this Association by its
directors and officers as contemplated by these bylaws, any available members of
the then incumbent Executive Committee of the Board shall constitute an Interim
Executive Committee for the full conduct and management of the affairs and
business of the Association.

     (b) If as a result of a state of disaster as described under 5.3(a) above,
the chief executive officer is unable or unavailable to act, then until such
chief executive officer becomes able and available to act or a new chief
executive officer is appointed or elected, the senior surviving officer who is
able and available to act shall act as the chief executive officer of this
Association. If a person in good faith assumes the powers of the chief executive
officer pursuant to these provisions in the belief he is the senior surviving
officer and the office of the

                                       7

<PAGE>

chief executive officer is vacant, the acts of such a person shall be valid
and binding although it may subsequently develop that he was not in fact the
senior surviving officer or that the office was not in fact vacant.

     (c) No officer, director or employee acting in accordance with these
Emergency Provisions shall be liable except for willful misconduct.

                                   ARTICLE VI

                       Certificates and Transfer of Stock

     Section 6.1.  Stock Certificates.  Certificates of stock in the form
     ------------  -------------------
adopted by the board shall be issued to the shareholders of this Association
according to the number of shares belonging to each respectively, Such
certificates shall be transferable by endorsement and delivery thereof, but the
transfer shall not be complete and binding on this Association until recorded
upon the books of the Association, or its transfer agent, if any.

     All certificates of stock shall bear the corporate seal of this Association
which may be in the form of a facsimile of such seal imprinted or otherwise
reproduced thereon and shall be signed by the chairman of the board or the
deputy chairman of the board and the secretary, or an assistant secretary,
provided that such signatures upon the certificates may be but need not be
facsimiles of the signatures of said officers imprinted or otherwise reproduced
upon the certificates.

     All certificates of stock which have been transferred as aforesaid shall be
properly canceled and preserved.

     Section 6.2.  Transfer of Stock.  No new certificate shall be issued in
     ------------  ------------------
lieu of an old one unless the latter is surrendered and canceled at the same
time. If, however, a certificate be lost or destroyed the board may order a new
certificate issued upon such terms, conditions and guaranties as the board may
see fit to impose.

     Section 6.3.  Fractional Shares.  The Association shall not be obliged to
     ------------  ------------------
issue any certificates of stock evidencing, either singly or with other shares,
any fractional part of a share, or any undivided interests in shares, but it may
do so if the board shall so resolve.

     Section 6.4.  Ownership.  The person, firm or corporation in whose name
     ------------  ----------
shares of stock stand on the books of the Association, whether individually or
as trustee, pledgee or otherwise, may be recognized and treated by the
Association as the absolute owner of the shares, and the Association shall in no
event be obligated to deal with or to recognize the rights or interests of other
persons in such shares, or in any part thereof.

                                       8

<PAGE>


     Section 6.5. Fixing Record Date. The board may by resolution fix a record
     ------------ -------------------
date for determining the shareholders entitled to notice of and to vote at any
meeting of shareholders, which date shall be in reasonable proximity to the date
of giving notice to the shareholders of such meeting.

                                  ARTICLE VII

                                    Records

     Section 7.1. The organization papers of this Association, the proceedings
     ------------
of all regular and special meetings of the board and of the shareholders and
reports of the committees of directors shall be recorded in the minute book; and
the minutes of each meeting shall be signed by the secretary and attested by the
presiding officer.

     Section 7.2. Books and records of account and minutes of the proceedings of
     ------------
the shareholders, Board and committees of the Board and a record of the
shareholders, giving the names and address of all shareholders and the number of
shares held by each, shall be kept at the Head Office or at the office of the
Association's transfer agent and shall be open to inspection upon the written
demand on the Association of any shareholder at any reasonable time during usual
business hours, for a purpose reasonably related to such holder's interests as a
shareholder.

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

                                  ARTICLE VIII

                                 Corporate Seal

     Section 8.1. The Association shall have a corporate seal upon which shall
     ------------
be inscribed:

                            UNION BANK OF CALIFORNIA,

                                    NATIONAL

                                  ASSOCIATION

                               Incorporated 1864

                                 San Francisco

                                       9

<PAGE>

                                   ARTICLE IX

                                     Bylaws

     Section 9.1. Bylaw Amendments. These Bylaws may be amended, changed, or
     -----------  ----------------
repealed by a majority of the directors acting at any meeting of the board
regularly called and held.

                                   ARTICLE X

                                   Governance

     Section 10.1. Governance. To the extent not inconsistent with applicable
     ------------  ----------
Federal banking statutes or regulations, or bank safety and soundness, this
Association will follow the corporate governance procedures of the Delaware
General Corporation Law, Del. Code Ann. tit.8(1991, as amended 1994, and as
amended thereafter).

                                       10

<PAGE>

Exhibit 4 to FORM T-1
The consent of United States institutional trustees required by Section 321(b)
of the Act.


<PAGE>

Exhibit 5 to FORM T-1
A copy of the latest report of condition of the trustee published pursuant to
law or the requirements of its supervising or examining authority.


<PAGE>

CONSENT OF TRUSTEE

        Pursuant to the requirements of Section 321(b) of the Trust Indenture
Act of 1939 in connection with the proposed issuance of Senior Subordinate Notes
of Entravision Communications Corporation, Union Bank of California, N.A.,
hereby consents that reports of examinations by Federal, State, Territorial or
District Authorities may be furnished by such authorities to the Securities and
Exchange Commission upon request therefor.

                                             UNION BANK OF CALIFORNIA, N.A.



                                             By: /s/ ALISON T. BRAUNSTEIN
                                                -------------------------
                                                 Name: Alison T. Braunstein
                                                 Title: Assistant Vice President

<PAGE>

UNION BANK OF CALIFORNIA, N.A.
BUSINESS TRUST DIVISION AND
CORPORATE TRUST DEPARTMENT

Report on Controls Placed in
Operation and Tests of Operating
Effectiveness December 31, 2001

<PAGE>

UNION BANK OF CALIFORNIA, N.A.-BUSINESS TRUST AND CORPORATE TRUST

TABLE OF CONTENTS
--------------------------------------------------------------------------------
                                                                            Page

1.  Independent Service Auditors' Report                                      1

2.  Business and Corporate Trust's Description of Controls                    3
    - Controls Objectives and Controls (This information,
    which has been provided by the management of the Bank,
    has been included in the description of tests of
    operating effectiveness in Section 3)

3.  Control Objectives, Internal Controls and Tests of                        18
    Operating Effectiveness


<PAGE>
                       [Letterhead of Deloitte & Touche]

INDEPENDENT SERVICE AUDITORS' REPORT

To the Board of Directors of Union Bank of California, N.A.,

We have examined the accompanying description of the controls of Union Bank of
California, N.A. (the "Bank"), related to its processing of transactions for its
Business Trust Division and Corporate Trust Department clients (Section 2). (The
Business Trust Division and Corporate Trust Department are business units within
the Institutional Services and Asset Management Division ("Division") of the
Bank). Our examination included procedures to obtain reasonable assurance about
whether (1) the accompanying description presents fairly, in all material
respects, the aspects of the Bank's controls that may be relevant to a Business
Trust Division and Corporate Trust Department client's internal control as it
relates to an audit of financial statements, (2) the controls included in the
description were suitably designed to achieve the control objectives specified
in the description, if those controls were complied with satisfactorily and
Business Trust Division and Corporate Trust Department clients applied those
aspects of internal control contemplated in the design of the Bank's controls,
and (3) such controls had been placed in operation as of December 31, 2001. The
control objectives (included in Section 3) were specified by the management of
the Bank. Our examination was performed in accordance with standards established
by the American Institute of Certified Public Accountants and included those
procedures we considered necessary in the circumstances to obtain a reasonable
basis for rendering our opinion.

The Business Trust Division and Corporate Trust Department use the Depository
Trust Company, Citibank and the Federal Reserve Bank ("the depositories") as
depositories, and also uses SEI Corporation for data processing and trust
accounting services. The accompanying description includes only those control
objectives and related controls of the Bank, and does not include control
objectives and related controls at the depositories or SEI Corporation. Our
examination did not extend to controls of the depositories or SEI Corporation.

In our opinion, the accompanying description of the aforementioned controls of
the Bank (Section 2) presents fairly, in all material respects, the relevant
aspects of the Bank's controls that had been placed in operation as of December
31, 2001. Also, in our opinion, the controls, as described, are suitably
designed to provide reasonable assurance that the specified controls (included
in Section 3) would be achieved if the described controls were complied with
satisfactorily and Business Trust Division and Corporate Trust Department
clients applied those aspects of internal control contemplated in the design of
the Bank's controls.

In addition to the procedures that we considered necessary to render our opinion
as expressed in the previous paragraph, we applied tests to specified controls,
listed in Section 3, to obtain evidence about their effectiveness in meeting the
related control objectives described in Section 3, during the period from
January 1, 2001 to December 31, 2001. The specific control objectives, and
the nature, timing, extent, and results of the tests are listed in Section 3.
This information has been provided to Business Trust Division and Corporate
Trust Department clients and to their auditors to be taken into consideration,
along with information about the clients' internal control, when making
assessments of control risk for such clients. In our opinion,


<PAGE>

the controls that were tested, as described in Section 3, were operating with
sufficient effectiveness to provide reasonable, but not absolute, assurance that
the control objectives specified in Section 3 were achieved during the period
from January 1, 2001 to December 31, 2001.

The relative effectiveness and significance of specified controls at the Bank
and their effect on assessments of control risk at Business Trust Division and
Corporate Trust Department clients are dependent on their interaction with
internal control, and other factors present at individual Business Trust
Division and Corporate Trust Department client organizations. We have performed
no procedures to evaluate the effectiveness of internal control at individual
Business Trust Division and Corporate Trust Department clients.

The description of controls at the Bank is as of December 31, 2001, and
information about tests of the operating effectiveness covers the period from
January 1, 2001 to December 31, 2001. Any projection of such information to the
future is subject to the risk that, because of change, the description may no
longer portray the system in existence. The potential effectiveness of specific
controls at the Bank is subject to inherent limitations and, accordingly, errors
or fraud may occur and not be detected. Furthermore, the projection of any
conclusions, based on our findings, to future periods is subject to the risk
that (1) changes made to the system or controls, (2) changes in processing
requirements, or (3) changes required because of the passage of time may alter
the validity of such conclusions.

This report is intended solely for use by management of the Bank, its Business
Trust Division and Corporate Trust Department clients, and the independent
auditors of such clients.


/s/ Deloitte & Touche LLP


February 8, 2002






                                       2

<PAGE>

           2. BUSINESS AND CORPORATE TRUST'S DESCRIPTION OF CONTROLS

General Information

Union Bank of California, N.A. (the "Bank" or "UBOC"), with $34.8 billion of
total assets, is the third-largest commercial bank in California and among the
top 35 largest commercial banks in the United States. The Bank has 266 branches
primarily in California, Oregon, and Washington under a single bank charter and
over 9,000 employees. At December 31, 2001, the Bank met regulatory capital
requirements. The Bank also maintains high S&P and Moody investor ratings. Total
assets under administration are $140.4 billion as of December 31, 2001. In April
of 2001, the Bank acquired the Copper Mountain Trust Company ("CMT"), an Oregon
state trust company. CMT Operations Unit, including Trust Account Systems, were
merged with the Bank's on April 1, 2001.

Employee benefit plans and corporate trusts are administered within the Bank's
Institutional Services and Asset Management Division (the "Division") as
follows:

o  Business Trust Division - Services employee benefit plans, such as qualified
   defined benefit and defined contribution plans. The Business Trust Division
   has responsibility for the administration of employee benefit accounts,
   including acting as a liaison with plan sponsors, plan administration firms,
   accountants, and investment managers. Account administration includes
   customer accounting and reporting, contribution processing and investing,
   participant loan processing and administration, participant benefit payment
   processing, performance measurement, and compliance with the Employee
   Retirement Income Security Act of 1974 ("ERISA"). In late 1999, the Fiduciary
   Accounting and Client Services department ("FACS") in the Securities
   Processing and Systems Support group was created to handle the day-to-day
   operations of most traditional trust relationships. Most of the account
   administration functions discussed above are handled in this new area. The
   Division also provides participant record keeping for daily valued benefit
   plans trusteed or custodied by the Bank. Each account has a designated
   administrator from the Business Trust Division. The administrator is
   supported by HighMark Capital Management, Inc. ("HCM") for those accounts
   where the Bank has investment discretion.

o  Corporate Trust Department - Serves as trustee for Bond Indentures for
   Corporate and Governmental Organizations accounts. The Corporate Trust
   Department has responsibility for the administration of such accounts, which
   includes compliance with applicable covenants of the indentures, customer
   accounting and reporting, and initiation of directed investment transactions.
   Each account has a designated account administrator from the Corporate Trust
   Department. The administrator is supported by HCM for those accounts where
   the Bank has investment discretion. The Corporate Trust Department also has a
   responsibility for administration of custody and escrow accounts of
   corporations or cities/municipalities who deposit their investment portfolios
   with the Bank.

The Business Trust Division and Corporate Trust Department are supported in
advisory and securities servicing activities by:

o  Securities Processing and Systems Support Division - Processes transactions
   for users of the Business Trust Division and Corporate Trust Department. This
   division is organized along functional lines such as trust operations,
   securities processing, trust systems, and trust systems user support, and
   fiduciary accounting and client servicing.

o  HighMark Capital Management, Inc. (a subsidiary of UnionBanCal Corporation) -
   Provides investment advisory services to accounts of the Business Trust
   Division and Corporate Trust Department for which the Bank is granted
   investment discretion.

                                       3

<PAGE>


Applicablitiy of Report

This report has been prepared to provide information on the Division's internal
controls, which may be relevant to the controls of clients of the Business Trust
Division and Corporate Trust Department. This report addresses the Business
Trust Division and Corporate Trust Department which have responsibility for
service of client accounts, as well as the Division's Securities Processing and
Systems Support Division and HighMark Capital Management, Inc. to the extent
that they support the activities of the Business Trust Division and Corporate
Trust Department. As this description is intended to focus on features that may
be relevant to the internal controls of the Business Trust Division and
Corporate Trust Departments' clients, it does not encompass all aspects of the
services provided or procedures followed for clients or the control aspects of
other divisions or departments within the Division or the Bank.


Purpose of Business Trust Division and Corporate Trust Department's Description
of Controls

This description of the internal controls of the Bank as it relates to Business
Trust Division and Corporate Trust Department clients has been prepared to
provide information for use by sponsors, administrators, and independent
auditors of Business Trust Division and Corporate Trust Department clients in
discharging their responsibilities.

The description is intended and designed to provide plan sponsors,
administrators and independent auditors of Business Trust Division and Corporate
Trust Department clients with information about the internal controls of the
fiduciary and custodial functions provided by the Division. It has been prepared
in accordance with AICPA Statement on Auditing Standards ("SAS") No. 70, Service
Organizations; the requirements of SAS No. 55, Consideration of Internal Control
in a Financial Statement Audit; and the requirements of SAS No. 78,
Consideration of Internal Control in a Financial Statement Audit: An Amendment
to SAS No. 55.

DESCRIPTION OF UNION BANK OF CALIFORNIA, N.A. INSTITUTIONAL SERVICES AND ASSET
MANAGEMENT DIVISION'S CONTROL ENVIRONMENT ELEMENTS

Organization


The Division is organized along functional lines with the Senior Vice Presidents
or Vice Presidents of each business division reporting to the Division's
Executive Officer. The Business Trust Division and Corporate Trust Department
and HighMark Capital Management, Inc., which have responsibility for accounts,
are organized along regional lines with a senior executive responsible for the
oversight of each region's activities. The senior executives report to the
Senior Vice President or Vice President of each division. The Business Trust
Division and Corporate Trust Department are supported by Securities Processing
and Systems Support. Securities Processing and Systems Support, located in San
Francisco and San Diego, California, is organized along functional lines such as
trust operations, securities processing, trust systems, trust systems user
support, fiduciary accounting and client servicing.


Documentation of Policies and Procedures

The Division's internal controls are documented in its Trust Policy Manual
("TPM") and Desktop Procedures Manual ("DPM"). The TPM and DPM are organized by
product and business unit and set forth details of internal controls. For the
most part, the laws and regulations to which the product and/or business unit is
subject are also set forth in the TPM and DPM. Other applicable laws and
regulations are accessible from related publications and consultations with the
Bank's legal counsel. Finally, the TPM and DPM reflect the assignment of
specific compliance responsibilities to specific positions within the Division.


                                       4

<PAGE>


These policies and procedures have been adopted by the appropriate business
units and are periodically updated. Trust activities are conducted in accordance
with these established internal controls. The responsibilities of the Business
Trust Division and Corporate Trust Department, HighMark Capital Management, Inc.
and Securities Processing and Systems Support Division are allocated among
personnel so as to segregate the following functions:

o   Input of transactions
o   Processing of transactions
o   Recording of transactions
o   Custody of assets
o   Reconcilement activities
o   Compliance monitoring
o   Investment management


Oversight

The Division's trust activities are overseen by the Trust Committee of the
Board of Directors. The Trust Committee has established various committees to
oversee the Division's fiduciary activities relating to client accounts:
Fiduciary Management Committee, Institutional Services Administration Committee,
Business Trust Administration Committee, Business Trust Investment Committee,
and Corporate Trust Administration Committee. Each committee is charged with
establishing overall internal controls and monitoring the fiduciary activities
under its oversight.

Adherence to trust internal controls is reviewed and monitored through a
combination of ongoing departmental self-reviews, periodic internal audit
reviews, and Office of the Comptroller of the Currency ("OCC") Regulation 9
fiduciary investment reviews. These reviews encompass monitoring account
administration, account investments and support operations for compliance with
the governing document, Division internal controls, and applicable regulatory
requirements. Results of the various assessments are communicated to management
and various trust committees.

Trust activities are subject to a continuous internal audit program, results of
which are reported to both the Audit and Examination and the Trust Committees of
the Board of Directors of the Bank. The internal audit program is designed to
evaluate compliance with the Division's internal controls as evidenced in the
TPM and DPM and laws and regulations to which the Division is subject, including
ERISA. The program also addresses the soundness and adequacy of accounting,
operating and administrative controls. Internal audits cover four broad areas of
fiduciary services: (1) account administration, (2) regulatory compliance, (3)
transaction accounting, and (4) asset custody (including periodic verification
of assets held in trust through physical examination, confirmation or review of
reconciliations and underlying source documents).


Personnel Policies and Procedures

The Bank has formal hiring practices that are designed to ensure that new
employees are qualified for their job responsibilities. New position hiring must
be jointly approved by the Human Resources Division and the manager of the
department requiring the position. Hiring policies include minimum education and
experience requirements, completion of reference and background checks and
execution of UBOC Business Standards of Conduct.

Training of personnel is accomplished through supervised on-the-job training,
seminars and in-house courses. Certain positions require completion of specific
training. For example, applicable account administrators are required to be
trained in ERISA rules and regulations. It is the division and/or department
manager's responsibility to ensure that account administrators have completed
such training. Division and/or department


                                       5

<PAGE>


managers are also responsible for encouraging training and development to
continue to qualify personnel for their functional responsibilities.

Formal performance reviews are conducted on an annual or biennial basis.
Employees are evaluated on objective criteria based on performance and an
overall rating. Those employees rated below the minimum acceptable rating of the
Bank receive more frequent evaluations. An employee may be terminated if no
improvement has been made.

The Bank requires that each employee (including officers) be absent from his/her
job responsibilities at least five consecutive workdays, depending upon their
vacation entitlement.

Employment policies and procedures are documented in the Bank's Human Resource
Manuals.


Other Considerations

The Bank maintains insurance coverage against major risks. Policies include an
errors and omissions bond, employee fidelity bond, and a financial institution
bond. Coverage is provided by insurance companies that management of the Bank
believes to be financially sound. Coverage is maintained at levels that the Bank
considers reasonable given the size and scope of its operations.

The Bank has a formal code of ethics policy, which among other things
establishes rules of conduct for employees who service accounts. Specifically,
employees and their immediate families are prohibited from divulging
confidential information regarding client affairs, using confidential
information in trading securities, or taking any action not in the best
interests of clients. In addition, employees of HCM must provide quarterly
personal securities transactions statements to HCM. The HCM compliance officer
reviews such statements for transactions prohibited by Bank policy. Each
employee must confirm, in writing, compliance with the Bank's code of ethics
policy on a periodic basis.

The Bank is subject to regulation and supervision by the OCC. As such, the Bank
is required to file periodic reports and is subject to periodic examination by
this regulator.


DESCRIPTION OF COMPUTERIZED INFORMATION SYSTEMS

SEI Corporation, incorporated in Pennsylvania, provides data processing and
trust accounting services to the Division through their Trust 3000 system
("SEI").

The Division obtained SEI Corporation's third party service auditors' report for
the period November 1, 2000 to October 31, 2001 issued by PriceWaterhouseCoopers
LLP and analyzed the results in relation to the internal control objectives. No
significant weaknesses were noted as part of that examination.

Some of the most significant application/linking systems of the SEI core system
are as follows:

o Security Movement and Control ("SMAC") - Maintains records of pending
movements of assets which are in the process of completion including, but not
limited to, purchases, sales, free receipts and free deliveries.

o Trade Order Entry ("TOE") - Accepts automated trade input at the account
administrators', FACS specialists' and investment officers' terminals and
forwards the trade information to the trader. TOE generates a daily summary of
trades for review by the account administrator and investment officer.


                                       6

<PAGE>

..  Employee Benefit Reporting ("EBR") System - Provides reporting capability for
   the employee benefit trust accounts.

..  Vendor Interface ("SOURCE") - Provides interfaces from selected vendors to
   provide updates on asset-related data including pricing, income announcements
   and corporate actions. SOURCE also provides an interface with depository
   positions and activity-related data including asset reconciliation, income
   transactions and settlement transactions. These interfaces support the
   processes in areas of securities servicing including corporate actions,
   income processing, settlement processing, asset classification, income
   accruals and performance reporting.

..  Deplink - Links Depository Trust Company's ("DTC") ID system to SEI. Deplink
   allows for the automatic affirmation and notification of trades.

The Business Trust Division and Corporate Trust Department use other
computerized information systems within the Division to support their
activities. These systems are reconciled to SEI on a periodic basis as
necessary. These systems are:

..  TrustMark - A vendor-provided daily employee benefit plan trust accounting
   and participant record keeping system. TrustMark produces trust and
   allocation statements for plans and individual participant statements which
   are used for daily valued employee benefit plans (SelectBENEFIT). TrustMark
   is reconciled to SEI daily.

..  FeesAbility System - A mainframe-based fee management and invoicing system
   which computes fees, produces invoices/advices of charges, and prepares
   management reports. It is operated in a service bureau environment by Acxiom,
   the FeesAbility vendor. The trust accounting system data - account, position,
   and transaction - is downloaded to FeesAbility on a monthly basis. Data is
   transferred electronically. Fees are computed on FeesAbility based on data
   downloaded from the SEI System (and for SelectBENEFIT accounts, from the
   TrustMark System), and the accounts' fee schedules, with the exception of
   extraordinary one-time fees and fees under exceptional schedules, which are
   manually posted to the FeesAbility system.

..  ASI - A participant distribution and tax reporting system. For recurring
   pension distributions, checks are created on a monthly basis by the vendor
   based on UBOC input. Single sum and recurring distributions to participants
   in employee benefit accounts are uploaded to the SEI system and reconciled
   the following day. Tax reporting forms are produced for both types of
   transactions if applicable.

..  PetroData Systems ("PDS") - Provides payment-processing services for real
   estate related note/loan payments, rent and mineral oil and gas leases. PDS
   works with FACS for real estate, tenant lease, loan and liability setup,
   maintenance and delinquency report production and tracking. Additionally PDS
   coordinates with ICG, Inc. for property tax payment posting to SEI.

..  Sungard Investor Accounting Systems - Provides bond processing and account
   maintenance applications for the Corporate Trust Department through the
   following applications:

   .  Sunstar maintains bond holder records, records payment transfer and
      registration information

   .  Account Control maintains the departments' issuer information and tickler
      system

                                       -7-

<PAGE>

Security practices of the Division associated with the use of the SEI system and
SMAC subsystem are as follows:

Security Administration

Access to the SEI system is menu/program driven. Security is placed at both the
system and application levels and is controlled by the use of passwords and
models (user profiles). Models are assigned at the application level based on
job descriptions on a "need to use" basis. The models assigned also have dollar
limits governed by the Trade Approval policy for employees with access to
trading applications.

Access Termination Procedures

At transfer or promotion, employees are not required to change their passwords
but are assigned a new model (user profile) based on their new job description.

DESCRIPTION OF TRANSACTION PROCESSING

Account Set-up and Administration

New accounts are approved by the Administrative Committee of the respective area
and are documented in the Committee's minutes.

Administrators receive governing documents, including, if applicable, the signed
Trust Agreement, which they use to set up the account characteristics, including
fee parameters, on the SEI system. A separate set-up form is sent to the fee
area. Account administrators and FACS accountants set up ticklers based on the
account governing agreement requirements and statement generation requirements.

The administrator inputs the customer's investment objectives (i.e., income,
balanced, aggressive growth, etc.) into investment modules on the SEI system.
These modules are based on predetermined parameters, which are reviewed and
updated monthly by HCM. Signatures of authorized individuals are obtained at
account set-up for applicable accounts. These individuals are authorized to
direct trades in applicable accounts, participant distributions, and other
disbursements.

Appropriate account information including, but not limited to, vested
percentages, investment elections, and participant data listings are set up on
the TrustMark System for daily valued SelectBENEFIT accounts and are updated on
a continual basis as forwarded by the plan sponsor.

The plan committee reviews data listings, validates and identifies individual
contributions, and benefit payments.

Trust account files contain a schedule of assets initially deposited to the
trust. Division personnel verify the listing of trust assets and account
balances, and for SelectBENEFIT accounts, participant account balances, to
appropriate supporting data to ensure that the listed balances are properly
recorded.

An administrative account review is conducted every three years for both
Corporate Trust Department accounts and Business Trust Division accounts. The
review consists of verifying current set-up against governing documents and
ensuring required documentation is on file and is current.

                                       -8-

<PAGE>

Investment Management

Trust accounts can either be directed (customer, plan sponsor, participant, or
third party makes investment decisions) or managed (investment decisions made
for the trust by the Bank). For directed accounts, the trust department receives
the trade information via fax, letter, phone, or (for SelectBENEFIT accounts
only) internet or voice response unit, and executes the order. Trades which are
initiated by fax or letter are authenticated by signature verification. Trades
initiated by phone are confirmed in writing to the customer after the trade is
initiated. Trades received via the internet or voice response unit are
authenticated by the use of a PIN (or password) and Social Security number. When
customers use outside brokers, the Bank receives notification of the trade
through the DTC ID system. When notification of a trade is received from the DTC
ID system it is received through the automated process Deplink, which updates
the SEI system. For managed accounts, the investment decisions are made by the
designated investment officer based on the customer's investment objectives.
These objectives are input to the SEI system at the time of account set-up and
are updated based on customer input.

Managed accounts have an investment review conducted during each calendar year
to ensure that the account is being administered and invested in accordance with
OCC Regulation 9 and customer investment objectives.

Trade Settlement

Trades are initiated by the assigned investment officer, third-party investment
manager, customer, plan sponsor, or directing participant having investment
discretion over the particular accounts as described above. Trade information is
input into the SEI system by the Trade Order Entry ("TOE") application, SEI
application or Deplink application. Only authorized individuals (by password
level) are able to input trades into the TOE. These passwords limit both the
access to the trading system as well as maximum dollar allowable trades.
Non-Deplink trade execution instructions (received via fax or telephone) are
input into TOE by the FACS specialist, administrator or investment advisor
liaison. Trade information is confirmed through SEI via the DTC ID system
(except for settlement less than 3 days, where settlement is manual) by the
Division with the broker/dealer through whom the trade was placed.

Executed trades for HighMark Capital Management, Inc. accounts are affirmed
through an automated process ("Deplink") which compares SEI system trade
information with trade depository information, which the depository receives
from the trade counterparty. DTC provides for automated securities settlement on
a prearranged date; typically trade date plus three. Exceptions to the
affirmation process, sometimes referred to as "don't knows" ("DKs"), are
individually researched and resolved. Depositories include the DTC, Citibank,
and the Federal Reserve Bank ("FED").

Trades for accounts directed by the customer are affirmed by Securities
Processing and Systems Support when an authorization letter is on file.
Exceptions are verified by the administrator/FACS accountants. Trades for
accounts directed by an outside investment manager are affirmed via DTC by that
manager when an ad hoc letter is on file with the Bank. Exceptions are verified
by the administrator or investment advisor liaison.

Trade settlements with outside depositories are reconciled daily by the
settlement group and a net settlement is made with each depository.

Deliveries of securities (via depositories or physical deliveries of securities
in the Bank vault) in connection with sale transactions are effected only upon
receipt of cash. Similarly, cash is paid in connection with purchase
transactions only upon receipt of securities. In the event that securities are
not received or delivered on the contractual settlement date, the settlement
"fails". In this case, the security purchased or sold is

                                       -9-

<PAGE>

reflected in a customer's portfolio, and a payable or receivable, respectively,
is recorded for the future cash payment or receipt in a department suspense
account.

Failed trades are monitored by the settlement group via the depositories failed
trade reports generated from the Security Movement and Control ("SMAC") system.
Failed trades are monitored to ensure that they are resolved in a timely manner.

Trades placed for managed Business Trust Division accounts can be ordered
(TOE'd) by the portfolio manager if the trade information is in compliance with
the position specific dollar trading limitations as specified in the SEI system.
Trades placed for Corporate Trust Department accounts are reviewed for
compliance by the head of the Corporate Trust Department. Memo trades are
reviewed for compliance by the trading desks.

Account administrators/FACS accountants and investment officers receive daily
lists of trades recorded on the SEI system for their accounts and review this
listing to ensure it is accurate and complete.

Free deliveries of securities are sometimes required for securities pledged as
collateral or for re-registration. Free deliveries of collateral are initiated
by the administrator. Free deliveries for re-registration are typically physical
(i.e., not via depository). The securities transitions unit is responsible for
the free receipt and delivery of physical securities (other than purchase/sale
transactions), the processing of maintenance entries, securities
re-registration, and the transfer of securities between accounts, as instructed
by the account administrator or accountant. The asset reconciliation unit checks
activity reported by the various depositories against activity reported by the
transitions unit. The asset reconciliation unit also compares the holdings
listed on the SEI system against the holdings reported by the depository through
the use of automated depository/SEI interfaces and reporting.

Asset Custody and Control

The Division maintains trust assets at the following locations: outside
depositories, the Division's vault in San Diego, California, and, for some
non-traditional assets, the FACS or administrative areas, Secured Loan
Administration in San Francisco, and Business Trust Real Estate in Los Angeles.
Sub-custodial relationships with depositories are reviewed on a periodic basis
to ensure that the quality and extent of services is adequate for the Division's
needs, with particular emphasis on other financial institutions.

Assets are recorded on the SEI system via the SMAC system by location code.
Asset holding lists can be provided on an asset, account or location code level.
Actual physical holdings of securities or book-entry holdings at depositories
are held in aggregate under the depository's name in a segregated account with
the Bank as trustee.

The trust vaults are maintained under dual control. Securities placed into or
removed from the vaults are maintained on SMAC tickets. Any security removed
from the vaults must be returned to the main vault at the end of each business
day. Securities being processed are maintained in a fireproof safe.

Securities are received via certified or registered mail or armored transport.
If any securities are hand delivered, the securities are received under dual
control. Securities which must be delivered to external custodians are sent by
armored transport. Confirmation of receipt is determined through review of the
custodian terminals or statements. A log is maintained for securities which have
been sent to external custodians or transfer agents. Follow-up is required if
the security is not returned in 30 days. Mail loss affidavits are prepared if
the security is lost in transit to or from the transfer agent.

                                      -10-

<PAGE>

Reconciliations of asset positions between the DTC, Citibank, the FED and the
Division's SEI and SMAC systems are performed weekly. The reconciliations are
prepared by comparing each depository's position as reported through computer
tapes or statements, as applicable, to the SEI and SMAC Systems' asset position
listing. An aged exception report is produced monthly which is used in
follow-up.

The Securities Processing staff, FACS personnel and account administrators as
appropriate perform annual physical counts of trust assets physically held by
the Bank and compare the count to the trust ledger. Any out-of-balance is
communicated to management for follow-up and resolution.

Income Processing

The Income Collection area is responsible for processing and recording dividends
and interest due on payable date, processing income received, investigating
underpayments and overpayments and processing due bills and claims for income.

Income information is stored in the security master file on the SEI system. If a
new asset is set up either during the new account set-up or due to a purchase,
income information is input to the master file at that time. Only authorized
personnel (by way of password) can set up securities on the SEI system. Certain
securities have variable payment dates or do not have defined payment terms.
These securities as well as physical Certificates of Deposit ("CD's") and mutual
funds do not have defined income information set up on the securities master
file and therefore are credited with income manually (see below).

The information in the security master file is maintained either via the SOURCE
vendor interface or manually, based on outside services. Each night the SEI
system compares the position information contained in the securities master file
and the income information via SOURCE. Income is advanced where a match exists.
For equity securities, income is advanced on payable date based on securities
held at ex-date. In addition, the SEI system advances income on payable date for
those fixed income securities with regular or fixed payments (i.e., corporate
and government bonds) which were set up on the security master file. Funds are
received from depositories either automatically via Deplink or manually. The SEI
system generates discrepancy reports which are manually researched and resolved.

Income for the following assets is posted manually:

..  Physical CD's - A folder consisting of the original instructions, pass-book,
   or safekeeping receipt and interest payment log is created whenever a CD is
   purchased. When income is received the log is updated to reflect the date and
   amount. The Cash and CD Processing Unit periodically audits each CD to
   determine receipt of income.

..  Mutual Funds - The Mutual Fund area reconciles fund statements to determine
   that income is received.

..  Other Manual Assets - Various reports from the SEI system and manually
   created reports are used to anticipate pay-dates and determine that payments
   are received on most manual securities.

Accruals reported on the SEI system are calculated using standard formulas
contained within the SEI system using data from the central asset file and from
positions held in the accounts.

Valuation of Assets

Trust equity assets are priced daily. Fixed income assets are priced daily or
weekly, depending on the type of security, and at month-end. Prices are obtained
via the SOURCE vendor interface. The SEI system prints out a listing of any
securities for which there was not an independent price obtained from the
interface. These

                                      -11-

<PAGE>

securities are manually priced by reference to various independent sources,
including brokers and other third-party vendors.

The daily prices for assets of the Business Trust SelectBENEFIT Department are
obtained from a variety of sources as follows:

          Security                           Source of Price

  Highmark Funds                      SEI system (Fund Distributor)

  Outside Mutual Funds                Data Broadcasting

  Publicly Traded Employer Stock      Data Broadcasting

  Collective Investment Funds         BISYS Fund Accounting (CMT Fund Accounting
                                      for CMT Collective Investment Funds)

  Individual GICs                     Book value (benefit responsive contracts
                                      in defined contribution plans) or from the
                                      GIC issuer. Market or book value (defined
                                      benefit plans - based on discounted cash
                                      flow formula in accordance with Statement
                                      of Financial Accounting Standards No.
                                      110.)

  Fixed Income Securities             Interactive Data Services

  Equity Securities                   Interactive Data Services

Market prices are multiplied by the holding in each customer's account on SMAC
to determine the market value of the customers' positions.

Significant changes in market value are researched to ascertain the validity of
the pricing data furnished.

Non-publicly traded assets in Business Trust accounts for which the Bank acts as
Trustee, such as non-publicly traded employer securities and real estate, are
valued based on periodic independent appraisals. In custodial and participant
directed accounts, values of these assets are provided by the clients.

Corporate Actions

Corporate action notices are received primarily from ReorgSOURCE, an SEI product
that generates qualified daily reports of capital change and other corporate
actions. ReorgSOURCE is a compilation of capital change notifications from
several vendors including DTC, XCITEK, and FII.

New FII notifications are added to the Corporate Actions Processing System
("CAPS") database, a subsystem of SEI, on a daily basis. The Reorganization Unit
supplements the FII notices with information provided by other vendors including
ReorgSOURCE, Bloomberg, CCH books, The Wall Street Journal, and notification
from companies for which the Bank holds securities in trust. Corporate actions
which affect UBOC client accounts are documented by the Reorganization Unit of
Securities Processing and Systems Support Division.

For mandatory actions, such as bond calls or stock splits, the Reorganization
Unit updates the CAPS system to ensure that subsequent pricing, income payments,
etc. are accurate. Voluntary actions, such as tender offers, are automatically
forwarded to the trust administrator or investment officer who contacts the
directing customer or investment manager to obtain instructions. The outstanding
action is maintained on a tickler system within the Reorganization Unit. As the
deadline for the action approaches, the administrator is contacted at specified
and continually shorter intervals to insure follow-up and receipt of a
customer's

                                      -12-

<PAGE>

instructions. If instructions are not received, the default action as specified
in the client notice will be followed.

The Reorganization Unit creates a monthly informational report which is a
listing of corporate actions that have affected the Securities Processing
Department.

Trust Disbursements and Fees

Fees are determined based on published fee schedules for most accounts. The fees
for accounts are determined at the opening of the account or are referenced in
the governing Trust Agreement. Fee schedules may be re-negotiated from time to
time. Periodic disbursements may be defined at the time of new account set-up
and may also be referenced in the governing Trust Agreement. Fees and periodic
disbursements are set up on the applicable system.

With the exception of the majority of Corporate Trust accounts and SelectBENEFIT
accounts, fees are calculated by the FeesAbility system based on the fee
schedule information. Fees for the majority of Corporate Trust Department
accounts are calculated by the SunGard system. For those accounts that fall
outside of the calculation capability of these systems, the fees are manually
calculated, including SelectBENEFIT accounts. Manually calculated fees are
verified by a second individual to ensure accuracy and compliance with the fee
schedule.

One-time only disbursements or recurring disbursements without predetermined
dollar amounts are authorized by one or two authorized signers depending on the
dollar amount. The authorization is given after review of the governing Trust
Agreement and supporting documents such as invoices and/or properly signed
directions.

Customer Reporting

Trust and participant statement generation dates are set up on the SEI system
(Business Trust and Corporate Trust) and TrustMark system (SelectBENEFIT) as
ticklers at the time of new account set-up.

The Bank uses various outsourced vendors for the generation (printing and
mailing) of trust and participant account statements.

Corporate Trust:

For Corporate Trust Account statements, on a monthly basis an encrypted file,
containing customer trust statements, is sent from the SEI system to Output
Technology Solutions ("OTS") for printing and mailing. For each monthly file
sent to OTS, the Business System Analyst Trust Systems Planning and Support uses
an End of Month Trust Statement Tracking Spreadsheet to track when trust
statements were sent to OTS by the Bank and subsequently mailed to customers by
OTS.

SunGard is used to generate trust fund annual reports. On a weekly basis, the
Bank outsources the reconciliation of the SunGard system to SEI. The
reconciliation is performed by the BISYS fund accountants.

Business Trust:

As of 12/31/2001:

For Business Trust account statements, on a daily basis, an encrypted file
containing customer trust statements is sent from the SEI system to ZipDirect
LLC ("ZipDirect") for printing and mailing. For each

                                      -13-

<PAGE>

daily file sent to ZipDirect, a Supervisor of the Fiduciary Accounting and
Client Services Department uses a trust statement generation log to track when
trust statements were sent to ZipDirect by the Bank, and subsequently mailed to
customers by ZipDirect.

As of 01/18/2002:

As a result of a bankruptcy filing by ZipDirect on 01/18/02, ZipDirect agreed to
transfer the printing and mailing services performed for the Bank's Business
Trust account statements, as described above, to TransAmerican Mailing and
Fulfillment, Inc. ("TransAmerican") effective 01/18/02. No delay in services
occurred as a result of this transfer of services. In addition, the control,
described above, which was put in place by the Bank to ensure proper trust
statement generation by ZipDirect is identical to the control put in place by
the Bank to ensure proper trust statement generation by TransAmerican.

SelectBENEFIT:

Customer (plan sponsor) trust statements for selectBENEFIT employee benefit
plans, where the Bank performs the participant level record keeping, are
generated from the TrustMark system on a monthly basis. The trust statements are
mailed from the SelectBENEFIT Glendale, California location. Each monthly
customer trust statement generated from the TrustMark system is reviewed by a
Trust Balancing Specialist prior to the trust statement being mailed.

Customer (plan sponsor) accounts for which the bank doesn't perform the
participant level record keeping are flagged as Employee Benefit Reporting
("EBR") accounts within the SEI system and trust statement generation follows
the trust statement generation procedures detailed for Business Trust accounts.

Participant statements for SelectBENEFIT employee benefit plans, may be
generated in one of the following three ways:

1. Participant statement generation for Individually Directed Accounts ("IDA"),
   which are flagged as EBR accounts within the SEI system, follow the statement
   generation procedures detailed for Business Trust accounts.

2. Regular participant accounts that have been migrated to Scicom Data Services
   Ltd. ("Scicom") for printing and mailing, on a quarterly basis an encrypted
   file is sent from the TrustMark system to Scicom for printing and mailing.

3. Regular participant accounts which have not been migrated (Note, a full
   migration of all regular participant account statements to Scicom for
   printing and mailing is currently in progress.) to Scicom are generated from
   the TrustMark system on a quarterly basis and printed and mailed from the
   SelectBENEFIT Glendale location.

The quarterly participant statements generated from the TrustMark system are
tracked using an excel spreadsheet log.

Business Trust Division Specific - Contributions/Receipts

For SelectBENEFIT accounts, data received via various media type is uploaded to
TrustMark where trading batches are created. The batches are then submitted to
an automated trading platform also known as Vertical Management System ("VMS")
for trading and confirmed the following business day through the SEI system by
Securities Processing staff. The plan coordinator creates the batches and a
second plan coordinator reconciles the trades.

                                      -14-

<PAGE>

Business Trust Division Specific - Employee Benefit Distributions

Authorization is received from the outside employee benefit plan committee or
plan administrator authorizing a distribution. Authorization is reviewed by the
trust administrator or accountant for acceptability and proper sign off. In
accounts other than non-IDA SelectBENEFIT record keeping accounts, the Business
Trust Division or FACS unit, as applicable, receives the amount of the benefit
distribution from the plan sponsor via plan committee, or plan administrator
directive and has the responsibility for making the disbursement. In the
SelectBENEFIT Department, for non-IDA record keeping accounts, the TrustMark
system calculates the actual employee benefit distribution, the amount of which
is then input to the CDC system. Only authorized employees (by password) can
instruct the CDC system to make a payment.

The administrator/accountant receives a daily listing of disbursements which is
reviewed for completeness and accuracy.

Business Trust Division Specific - ERISA

Account administrators and FACS accountants are trained with respect to the
requirements of ERISA and parties-in-interest transactions. As account
transactions are processed, they are reviewed by account
administrators/accountants for obvious ERISA violations.

Overall compliance with the requirements of ERISA relevant to the Business Trust
Division is monitored by the Business Trust Division Administrative Committee
and Internal Audit. A triennial administrative review of each employee benefit
account is performed by the administrator and reviewed by the unit manager to
verify that required documentation for the account is current and correct. An
annual review is performed for managed accounts by the Business Trust Investment
Committee to assess compliance with the account's investment objectives, trust
agreement, investment performance and prudence, and an annual review is
performed by the Business Trust Investment Committee for accounts directed by
the plan committee to assess compliance with diversification rules and the
Bank's guidelines for directed accounts.

The Bank provides annual statements that report information used in the
preparation of each plans Form 5500. These statements are prepared from the SEI
reporting subsystem, EBR, except in the case of Business Trust SelectBENEFIT
accounts, which are prepared from TrustMark. The prepared statements include
supplemental schedules, if applicable, such as the schedule of assets held for
investment and the schedule of reportable (5%) transactions. Most annual
accounting statement and required schedules are reviewed (although not audited)
by the FACS Department prior to certifying that such statement is "complete and
accurate".

Disaster Recovery

The Division has a formal Business Resumption Plan (the "Plan") which is updated
on a regular basis. Updates are published and distributed to Division Managers
and their delegated Business Resumption Coordinators. Testing of the Plan is
performed on a periodic basis. Testing includes business resumption scenarios
completed in conjunction with Bank-wide plans.

In the case of a disaster or other event interrupting operations, alternate
sites have been identified and documented in the Plan which vary by department,
function performed, and location and extent of disaster/event. Since the
Division's Plan is part of the overall Business Resumption Plan of the Bank,
analysis is performed at the bank level to prevent any overlapping of alternate
sites.

                                      -15-

<PAGE>

In case of hardware or software malfunction, trust accounting system data is
regularly backed up and stored off site. The SE1 data and TrustMark data are
backed up on a daily basis and stored off site at the following locations:

 SEI                             Philadelphia, Pennsylvania

 TrustMark                       Arcus in Simi Valley, California and
                                 Comdisco in Irvine, California

The Division also subscribes to a disaster recovery program run by SunGard
through SEI. This permits the Division to participate in a prompt restoration of
the critical trust accounting functions.

Logical Security

System security for the trust accounting applications/systems is monitored by
the supervisor, and access is assigned through the Network Administration group.
Access is authorized and given based on a "need to use" basis and may resemble a
job model, which is created on the SEI system and approved by the supervisor and
managers over each job function. Each application/system is password protected.

Passwords assigned have dollar limits for those employees that have access to
the trading applications. These dollar limits are detailed in the Bank's company
policy based on trading positions and the individual employee's status. At
transfer or promotion, an employee will be assigned a new job model based on
their new job description. At termination, employee passwords are deleted.

Derivatives and Adjustable Rate Securities

The Division has established controls over its investment activities and
processes. The Division believes that the current controls over investments in
general are sufficient to cover the risks that may be brought about by any
derivative transactions. Due to increasing awareness by financial service
entities, regulators, and customers, the Division initiated, in December 1994,
the formalization of its internal controls that would specifically focus on
transactions involving derivatives and adjustable rate securities. Such internal
controls were originally implemented during the fiscal year 1995, and continued
to be followed during the fiscal year 2001.

CLIENT CONTROL CONSIDERATIONS AT UNION BANK OF CALIFORNIA, N.A. INSTITUTIONAL
SERVICES AND ASSET MANAGEMENT DIVISION

Processing of transactions performed for clients and the internal controls at
the Bank covers only a portion of the overall internal controls of each client.
It is not feasible for the control objectives relating to the processing of
transactions to be solely achieved by the Bank. Therefore, each of the Division
user's internal controls must be evaluated in conjunction with the Bank's
internal controls and testing summarized in Sections 2 and 3, respectively, of
this report.

This section highlights those internal control responsibilities that the Bank
believes should be present for each client and was considered in developing the
internal controls described in this report. In order for clients to rely on the
internal controls reported on herein, each client must evaluate its own internal
controls to determine if the following procedures are in place. Furthermore, the
following list of internal controls is intended to address only those internal
controls surrounding the interface and communication between each client and the
Bank. Accordingly, this list does not purport to be and is not a complete
listing of the internal controls which provide a basis for the assertions
underlying the financial statements of individual client organizations.

                                      -16-

<PAGE>

..  Instructions and information provided to the Bank from its clients are in
   accordance with the provisions of the servicing agreement, custody agreement
   or other applicable governing agreements or documents between the Bank and
   the client.

..  Information provided to the Bank by its clients is complete and accurate.

..  Timely written notification of changes to employee benefit plans, investment
   and liquidity objectives, participants, and investment managers is adequately
   communicated to the Bank.

..  Timely written notification of changes to individuals authorized to instruct
   the Bank regarding account activities on behalf of its clients is adequately
   communicated to the Bank.

..  Timely review of reports provided by the Bank of account balances and account
   related activity is performed by the client, and written notice is provided
   to the Bank of discrepancies as compared to the client's own records.

..  Timely written notification of changes in related parties for purposes of
   identifying party-in-interest transactions is adequately communicated to the
   Bank.

CONTROL OBJECTIVES AND CONTROLS

This information has been included in the description of tests of operating
effectiveness, Section 3.

                                      -17-

<PAGE>

                    3. CONTROL OBJECTIVES, INTERNAL CONTROLS
                       AND TESTS OF OPERATING EFFECTIVENESS

This report provides interested parties with information about the Business
Trust Division's and Corporate Trust Department's internal control, and its
policies and procedures that may affect the processing of user organizations'
transactions, and provides information about the operating effectiveness of
policies and procedures that were tested.

This report, when combined with an understanding of the policies and procedures
at user organizations, is intended to assist user auditors in planning the audit
of the user organization and in assessing control risk for assertions in user
organizations' financial statements that may be affected by policies and
procedures at the Business Trust Division and Corporate Trust Department.

The following section lists, by control objective, the key control policies and
procedures at the Business Trust Division and Corporate Trust Department. (Such
control objectives and internal controls of the Business Trust Division and
Corporate Trust Department were provided by management of the Bank). In
addition, the tests performed by the service auditor are listed along with a
summary of the results of these tests. This testing of the Business Trust
Division's and Corporate Trust Department's policies and procedures was
restricted to the control objectives and related policies and procedures
specified by the Bank and was not extended to other controls that may be
described in Section 2, but not listed below.

Testing was not extended to procedures in place at user organizations. It is the
responsibility of each user auditor to evaluate this information in relation to
the policies and procedures in place at each user organization. If certain
complementary control policies and procedures are not in place at user
organizations, the Business Trust Division's and Corporate Trust Department's
control policies and procedures may not compensate for such weaknesses. (See
User Control Considerations at Union Bank of California, N.A. Institutional
Services and Asset Management Division described in Section 2.)

Control Objective 1:      Internal controls provide reasonable assurance that
                          accounts are set up and administered in accordance
                          with the government documents (e.g., trust agreement).

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank             Testinq Performed by Service Auditor                             Results of Testing
---------------------             ------------------------------------                             ------------------
<S>                               <C>                                                              <C>
The Institutional Services and    Inquiry -- Made inquiries of Business Trust Division and         No exceptions noted.
Asset Management Division's       Corporate Trust Department management regarding trust
trust policy regarding trust      policy review and approval procedures.
services and client account
acceptance is reviewed and        Inspection -- Read the trust policy ensuring that the policy     No exceptions noted.
approved by the Fiduciary         documented the types of services to be performed and types
Management Committee ("FMC").     of accounts accepted. Reviewed selected changes made to the
                                  trust policy noting that these changes were approved by the
                                  appropriate business unit.

New account approval is           Inquiry -- Made inquiries of Business Trust Division and         No exceptions noted.
performed by the Business         Corporate Trust Department management regarding new
Trust or Corporate Trust          account approval procedures.
Administrative Committee.
Approval is documented in the     Inspection -- For a sample of accounts opened during the year,   No exceptions noted.
committee minutes and detailed    inspected the respective account acceptance form and confirmed
on the respective Trust Account   applicable committee's approval.
Acceptance Form.
</TABLE>

                                      -18-

<PAGE>

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank              Testinq Performed by Service Auditor                          Results of Testing
---------------------              ------------------------------------                          ------------------
<S>                                <C>                                                           <C>
Administrators utilize the         Inquiry -- Made inquiries of Business Trust Division and      No exceptions noted.
account's governing agreement      Corporate Trust Department management and administration
provisions and requirements to     regarding the set up of account characteristics on the
set up the applicable account      accounting system.
characteristics on the SEI
system.                            Inspection -- For a sample of accounts, inspected SEI         No exceptions noted.
                                   printout, confirming account characteristics matched the
                                   trust documentation/indenture agreements.

Account administrators/FACS        Inquiry -- Made inquiries of Business Trust Division and      No exceptions noted.
staff set up system reminders      Corporate Trust Department management and administration
("ticklers") for compliance with   regarding the set up of ticklers on the accounting system
account governing agreement        and Account Control system for Corporate Trust.
requirements such as statement
generation and periodic
payments.                          Inspection -- For a sample of accounts inspected the SEI      No exceptions noted.
                                   printout, confirming tickler information, statement
                                   generation and periodic payments, as indicated in the trust
                                   documentation/indenture agreements.

Signatures of authorized           Inquiry -- Made inquiries of Business Trust Division and      No exceptions noted.
individuals are obtained at        Corporate Trust Department management and administration
account set-up for directed        regarding proper authorization of account activity.
accounts. These individuals
are authorized to direct trades,   Inspection -- For a sample of directed accounts, inspected    No exceptions noted.
participant distributions, and     and confirmed that current specimen signatures and related
disbursements.                     documents are on file.

Vested percentages, investment     Inquiry -- Made inquiries of Business Trust SelectBENEFIT     No exceptions noted.
elections, and participant         Division management regarding the set up of account
listings are set up on the         information on the TrustMark system.
TrustMark system for daily
valued SelectBENEFIT               Inspection -- For a sample of SelectBENEFIT accounts,         No exceptions noted.
accounts based on the              inspected TrustMark system printout, and confirmed that
information forwarded from the     account set up and any changes are recorded in accordance
plan sponsor.                      with information forwarded from the plan sponsor.

Account files contain a            Inquiry -- Made inquiries of Business Trust Division and      No exceptions noted.
schedule of assets initially       Corporate Trust Department management regarding the initial
deposited to the account.          deposit of account assets.
Division personnel verify the
listings of trust assets and       Inspection -- For a sample of accounts opened during the      No exceptions noted.
account balances against           year, confirmed  that assets deposited as directed in the
appropriate supporting data to     trust indentures, escrow agreements, and investment
ensure that the listed balances    agreements matched the initial deposit of assets on SEI.
are properly recorded.

An administrative account          Inquiry -- Made inquiries of Business Trust Division and      No exceptions noted.
review is conducted                Corporate Trust Department management and administration
periodically for both Corporate    regarding account review procedures.
Trust accounts and Business
Trust accounts. The review         Inspection -- For a sample of accounts, inspected             No exceptions noted.
consists of rechecking current     Administrative Account Review forms confirming that reviews
set up to account documents        are being performed within the respective time frame and
and ensuring current               the current account documentation is on file.
documentation is retained.
</TABLE>

                                      -19-

<PAGE>

Control Objective 2:          Internal controls provide reasonable assurance
                              that investment decisions are made in accordance
                              with customer investment objectives for managed
                              accounts.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank              Testing Performed by Service Auditor                             Results of Testing
---------------------              ------------------------------------                             ------------------
<S>                                <C>                                                              <C>
Investment decisions for           Inquiry -- Made inquiries of Business Trust management           No exceptions noted.
managed accounts are made by       regarding investment decisions.
the designated investment
officer based on the customer      Inspection - For a sample of accounts, inspected the Investment  No exceptions noted.
investment objectives as           Policy, Investment Objectives, and the Asset Holdings Report
defined in the modules in the      for compliance between client objectives and investments.
SEI system.

Managed accounts have an           Inquiry -- Made inquiries of Business Trust management           No exceptions noted.
investment review conducted        regarding investment review procedures.
each calendar year to ensure
that the account is being          Inspection -- For a  sample of accounts, inspected Investment    No exceptions noted.
invested and administered in       Review forms and confirmed that the accounts are being
accordance with OCC                reviewed each year for administration in accordance with OCC
Regulation 9 and the customer      Regulation 9 and the customer investment objectives.
investment objectives.
</TABLE>

                                      -20-

<PAGE>

Control Objective 3:         Internal controls provide reasonable assurance that
                             investment purchases and sales are properly
                             authorized.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank                    Testing Performed by Service Auditor                                   Results of Testing
---------------------                    ------------------------------------                                   ------------------
<S>                                      <C>                                                                    <C>
Only authorized users are able           Inquiry -- Made inquiries of Trust System User Support                 No exceptions noted.
to input trades directly to the          management regarding input of trades procedures.
Trade Order Entry ("TOE")
system.
                                         Inspection -- For a selection of job access models (password           No exceptions noted.
                                         setups within SEI), ascertained that the model matched the job
                                         responsibility. (See Control Objective 15 for additional
                                         testing).

For directed accounts, trades            Inquiry -- Made inquiries of Securities Processing management          No exceptions noted.
which are initiated via fax or           regarding authentication of trade directions.
letter are authenticated by
comparing the signature of the           Inspection -- For a sample of trades, ascertained that the trades      No exceptions noted.
individual directing the trade to        were supported by the proper supporting authentication documents.
the authorization letter on file.
Trades initiated by phone are
confirmed in writing to the
customer after the trade is
initiated. Trades initiated by an
outside investment manager
can only be affirmed by that
manager if an ad hoc letter is
on file.

Executed trades for managed              Inquiry --  Made inquiries of Securities Processing management         No exceptions noted.
accounts are affirmed through            regarding affirmation procedures.
an automated process
(Deplink). Exceptions to the             Observation -- Observed Securities Processing personnel                No exceptions noted.
affirmation process are                  research and resolve exceptions from the exceptions report
individually researched and              obtained as a result of the automated affirmation process.
resolved.

Administrators review                    Inquiry -- Made inquiries of administrators/investment officers,       No exceptions noted.
transactions daily to ensure             and Securities Processing management regarding review procedures.
transactions they initiated were
processed correctly. FACS
accountants and Securities               Observation -- Observed an account administrator review the            No exceptions noted.
Processing staff review trades           daily SEI Transaction Summary Report for trade activity, noting
daily to ensure that only                that activity was complete, accurate, and properly authorized.
authorized trades were executed.
</TABLE>

                                      -21-

<PAGE>

Control Objective 4:          Internal controls policies and procedures provide
                              reasonable assurance that investment purchases
                              and sales are recorded completely and accurately.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank               Testing Performed by Service Auditor                             Results of Testing
---------------------               ------------------------------------                             ------------------
<S>                                 <C>                                                               <C>
Account administrators,             Inquiry -- Made inquiries of account administrators, and          No exceptions noted.
accountants and investment          Securities Processing management regarding review
officers receive daily lists of     procedures.
trades recorded on the SEI
system for their accounts. The      Observation -- Observed account administrators review the         No exceptions noted.
FACS accountants/Securities         daily transaction summary for accuracy and completeness.
Processing staff review this
listing to ensure it is accurate
and complete.

Trades placed for managed           Inquiry -- Made inquiries of HCM management regarding             No exceptions noted.
Business Trust Division             trade compliance procedures.
accounts can be ordered
(TOE'd) by the investment           Observation -- Observed investment officers unsuccessfully        No exceptions noted.
officer if the trade information    attempt to place trades in excess of their trading limitations.
is in compliance with the
position specific dollar trading
limitations as specified in the
SEI systems.

Failed trades are monitored by      Inquiry -- Made inquiries of Securities Processing                No exceptions noted.
the settlement group via            management regarding failed trades monitoring procedures.
various depository failed trade
reports which are generated         Inspection -- For a sample of failed trade reports ascertained    No exceptions noted.
from the Security Movement          that resolution of failed trades was made in a timely manner.
and Control "SMAC" system.
Failed trades are monitored to
ensure that they are resolved in
a timely manner.

Trade positions for settlement      Inquiry -- Made inquiries of Securities Processing management     No exceptions noted.
with outside depositories are       regarding reconciliation procedures with outside depositories.
reconciled daily by the
settlement group and a net          Inspection -- For a sample of trades, traced the trade            No exceptions noted.
settlement is made with each        information to the applicable depository reconciliation report
depository.                         and ascertained that proper reconciliation procedures were
                                    being performed.
</TABLE>

                                      -22-

<PAGE>

Control Objective 5:              Internal controls provide reasonable assurance
                                  that trust assets exist and are properly
                                  safeguarded.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank            Testing Performed by Service Auditor                                 Results of Testing
---------------------            ------------------------------------                                 ------------------
<S>                              <C>                                                                  <C>
Physical holdings of securities  Inquiry -- Made inquiries of Securities Processing management        No exceptions noted.
or book-entry holdings at        regarding segregation of holdings.
depositories are held in
aggregate under the              Inspection -- Examined account statements from each                  No exceptions noted.
depository's name in a           depository to ensure that holdings are held in a segregated
segregated account for Union     account for Union Bank of California, N.A.
Bank of California, N.A.

Trust vaults are maintained      Inquiry -- Made inquiries of Securities Processing management        No exceptions noted.
under dual control. Securities   regarding the maintenance of securities within the vault.
placed into or removed from
the vaults are monitored via     Inspection -- For a sample SMAC withdrawal/deposit tickets           No exceptions noted.
outstanding SMAC tickets.        for trust vault assets, confirmed signature by two trust
Any security removed from the    vault security clerks.
vaults must be returned to the
main vault at the end of each
business day.

A log is maintained for          Inquiry -- Made inquiries of Securities Processing management        No exceptions noted.
securities which have been sent  regarding tracking procedures for securities sent to a transfer
to external custodians or        agent.
transfer agents. Follow-up is
required if the security is not  Inspection -- For a sample of securities, inspected a log            No exceptions noted.
returned in 30 days.             maintained to track securities in transit. Read documentation of
                                 outstanding items to determine that follow up is being
                                 performed.

Security positions with the      Inquiry -- Made inquiries of Securities Processing management        No exceptions noted.
DTC, Citibank, and the FED       regarding the reconciliation of securities with outside
are reconciled on a weekly       depositories.
basis. The reconciliations are
prepared by comparing the        Inspection - For a sample of weekly periods, inspected                No exceptions noted.
custodian's position per         depository position statements/printouts of tapes,SEI Master
custodian provided computer      File position report, and out-of-balance position reports for the
tapes or statements, as          selected period to ensure that security positions with the
applicable, to the SEI and       depositories are reconciled on a weekly basis and that
SMAC system's asset position     differences are resolved in a timely manner.
listing. An aged exception
report is produced which is
used in follow-up.

The out-of-balance items         Inquiry -- Made inquiries of Securities Processing management        No exceptions noted.
between the depositories/        regarding the resolution out-of-balance positions with outside
custodian and the Bank are       depositories.
manually reviewed to
determine the cause of the out-  Inspection -- For a selection of out-of-balance reports, inspected   No exceptions noted.
of-balance condition. Out-of     listing of out-of-balance items and explanation and aging of out-
balance positions must be        of-balance items. For a sample of items, traced clearance to the
resolved and adjustments         subsequent out-of-balance report.
supported through written
documentation. Reconciling
items aged over 90 days are
reported to senior management
for resolution.
</TABLE>

                                      -23-

<PAGE>

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank             Testing Performed by Service Auditor                               Results of Testing
---------------------             ------------------------------------                               ------------------
<S>                               <C>                                                                <C>
The Securities Processing         Inquiry -- Made inquiries of Securities Processing management      No exceptions noted.
Department, FACS personnel,       regarding annual physical counts.
account administrators, and
Business Trust Real Estate, as    Inspection -- For a sample of items on the vault location          No exceptions noted.
applicable, perform annual        reconciliation report, ascertained that the item was maintained
physical counts of trust assets   in trust vault as described. Read vault audit memo regarding
physically held by the Bank       most recent vault inventory, noting physical count completed,
and compare the count to the      results compared to accounting  records, and discrepancies
trust ledger. Any discrepancies   reported to senior management for resolution.
are reported to senior
management for follow-up.
</TABLE>

                                      -24-

<PAGE>

Control Objective 6:              Internal controls provide reasonable assurance
                                  that investment income is recorded at the
                                  appropriate amount and in the appropriate
                                  period and is credited to the proper account
                                  on a timely basis.
<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank              Testing Performed by Service Auditor                               Results of Testing
---------------------              ------------------------------------                               ------------------
<S>                                <C>                                                                <C>
Income information is input to     Inquiry -- Made inquiries of Securities Processing personnel       No exceptions noted.
the SEI Security Master File at    regarding the input of income information into the Security
asset set-up if the asset is not   Master File.
already in the central asset file.
Assets for which there is no       Inspection -- For a sample of new assets, determined that          No exceptions noted.
publicly available income          income attributes were properly set up on the SEI system.
information are set up with the
income expected pay dates or
no pay dates when income
payment dates are variable.

Only authorized personnel can      Inquiry -- Made inquiries of Securities Processing personnel       No exceptions noted.
set up securities on the SEI       regarding access into the SEI system.
system.
                                   Inspection -- For a sample of employees with access to set up      No exceptions noted.
                                   securities on the SEI system, inspected the Online Transaction
                                   System Access Request form noting approval by the
                                   Supervisor/Manager of the respective job model.


Most securities are                Inquiry -- Made inquiries of Securities Processing personnel       No exceptions noted.
automatically advanced             regarding SOURCE vendor interface.
investment income from the
Trust House Account based          Inspection -- For a sample of equity and fixed income securities   No exceptions noted.
upon the income information        from the released items report, ascertained that income was
obtained through the SOURCE        properly posted to customer accounts during the automated
vendor interface. Investment       income processing cycle by tracing proper debit to the suspense
income is advanced on payable      account and corresponding credit to the appropriate customer
date for equity securities held    account on payable date.
at ex-date and for fixed income
securities with scheduled
payments.

For securities which are           Inquiry -- Made inquiries of Securities Processing personnel       No exceptions noted.
advanced income, the SEI           regarding advanced income procedures.
system generates suspense
reports for discrepancies          Inspection -- For a sample of securities from suspense balance     No exceptions noted.
between income advanced and        reports, traced differences between income advanced (posted to
cash received. These reports       customer account) and cash subsequently received.
are manually researched and
resolved.

For securities set up with         Inquiry -- Made inquiries of Securities Processing personnel       No exceptions noted.
expected pay dates or no pay       regarding the recording of income for securities with expected
dates, various reports are run     or no pay dates.
from the SEI system to
anticipate income and ensure       Inspection -- For a sample of securities, including those with     No exceptions noted.
that payments are received.        floating/reset rates, from the suspense balance report,
Income is recorded when cash       ascertained that income was properly posted to customer
is received.                       accounts. Noted that income was posted to customer account
                                   within a reasonable period of time after actual receipt of cash.
</TABLE>

                                      -25-

<PAGE>

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank            Testing Performed by Service Auditor                               Results of Testing
---------------------            ------------------------------------                               ------------------
<S>                              <C>                                                                <C>
Certificate of Deposit ("CD")    Inquiry -- Made inquiries of Securities Processing personnel       No exceptions noted.
income is recorded when cash     regarding the recording of income for CD's.
is received. The Cash and CD
Processing Unit periodically     Inspection -- For a sample of CD's traced income per check         No exceptions noted.
audits each CD to determine      copy or statement to client account, noting agreement of amount
receipt of income.               and date.

The majority of mutual fund      Inquiry -- Made inquiries of Securities Processing personnel       No exceptions noted.
income is paid from              regarding the recording of income for Mutual Funds.
information received via VMS.
The additional mutual funds are  Inspection -- For a sample of mutual funds, noted the proper       No exceptions noted.
reconciled and income is         and timely posting of income by review of fund statements and
posted when statements or        by comparing the date income was received to posting date on
checks are received. The         SEI.
mutual fund unit performs a
quarterly certification of all
mutual funds on the SEI system
to the fund's balance.

Securities Processing staff      Inquiry -- Made inquiries of Securities Processing personnel       No exceptions noted.
review the daily transaction     regarding review of income recorded.
summary to determine that
amounts recorded as interest     Observation -- Observed account administrator review daily         No exceptions noted.
and dividend income are          transaction summary for reasonableness of interest and dividend
reasonable.                      income.
</TABLE>

                                      -26-

<PAGE>

Control Objective 7:          Internal controls provide reasonable assurance
                              that the market value of trust investments are
                              properly calculated by reference to outside
                              pricing services on a timely basis.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank              Testing Performed by Service Auditor                             Results of Testing
---------------------              ------------------------------------                             ------------------
<S>                                <C>                                                              <C>
Pricing methods are established    Inquiry -- Made inquiries of Securities Processing personnel     No exceptions noted.
for each asset added to the        regarding the pricing of securities.
file. The majority of securities
are priced on SEI via the SOURCE   Inspection -- For a sample of assets priced both through         No exceptions noted.
vendor interface. For securities   SOURCE and manually, tested prices by reference to
set up to be priced by the         independent outside sources. For a sample of assets related to
SOURCE interface for which no      SelectBENEFIT plans, tested prices by reference to
price is received, the SEI Trust   independent outside sources.
3000 system generates a price
exception report which is
downloaded for pricing input by
an independent pricing agency.
Unique assets (e.g., bankers
acceptances, commercial paper)
are set up to be manually priced
by reference to various
independent pricing matrices
(Bloomberg, traders, etc.) Daily
prices for the majority of
assets held by the Business
Trust SelectBENEFIT Department are
obtained from Data Broadcasting
Service.
</TABLE>

                                      -27-

<PAGE>

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank              Testing Performed by Service Auditor                             Results of Testing
---------------------              ------------------------------------                             ------------------
<S>                                <C>                                                              <C>
When the Bank serves as trustee,   Inquiry -- Made inquiries of Securities Processing personnel     No exceptions noted.
independent appraisals are         regarding the pricing of unique assets.
obtained at least every three
years to value real property.      Inspection -- For a sample of unique assets, ascertained that    No exceptions noted.
Unpriced limited partnerships      appraisals/pricing was performed within the specified
are valued at least annually,      timeframes using Bank guidelines.
either by reference to current
market pricing or an independent
appraisal, with the exception of
those unpriced limited
partnerships held in participant
directed earmarked accounts
which require the directing
participant to provide an
annual written statement of the
fair market value. Independent
appraisals are obtained annually
to value non-publicly traded
employer securities. Individual
GICs (benefit responsive) are
valued at book value in defined
contribution plans. In defined
benefit plans, GICs are valued
annually at market value, if
required, based on a discounted
cash flow formula in accordance
with Statement of Financial
Accounting Standards No. 110.

Market prices are multiplied by    Inquiry -- Made inquiries of Securities Processing personnel     No exceptions noted.
the holdings in each customer      regarding the calculation of market values.
account on SEI to determine the
market value of the                Reperformed -- For a sample of trust accounts, recalculated      No exceptions noted.
positions.                         market value based on holdings and market prices.
</TABLE>

                                      -28-

<PAGE>

Control Objective 8:         Internal controls provide reasonable assurance that
                             trust assets subject to corporate actions are
                             identified in a timely manner and appropriate
                             action is taken to communicate or record the
                             corporate action.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank               Testing Performed by Service Auditor                                Results of Testing
---------------------               ------------------------------------                                ------------------
<S>                                 <C>                                                                 <C>
The Reorganization Unit             Inquiry  -- Made inquiries of Securities Processing personnel       No exceptions noted.
creates a monthly informational     regarding tracking procedures for corporate actions.
report, which is a listing of all
corporate actions processed.        Inspection -- For a sample of months throughout the year,           No exceptions noted.
                                    confirmed that a report is being generated on a monthly basis,
                                    detailing corporate actions and their status (i.e., open, pending,
                                    closed).

For mandatory actions, such as      Inquiry -- Made inquiries of Securities Processing personnel        No exceptions noted.
bond calls or stock splits, the     regarding  mandatory corporate actions.
Reorganization Unit updates
the CAPS system to ensure that      Inspection -- For a sample of securities with mandatory             No exceptions noted.
subsequent pricing, income          corporate actions, noted that there were not any out-of-balance
payments, etc. are accurate.        positions on the monthly reconciliations between the Division
                                    and the depositories and ascertained that the action was
                                    accurately updated on the CAPS system.

For voluntary actions,              Inquiry -- Made inquiries of Securities Processing personnel           No exceptions noted.
notification is forwarded to the    regarding voluntary corporate actions.
trust administrator or
investment officer who              Inspection  -- For a sample of securities from the closed           No exceptions noted.
contacts the customer or            reorganization files, ascertained that timely notification was
investment manager to obtain        given to the directing customer/investment manager for
instructions.                       purposes of rendering an investment decision prior to
                                    termination of the offer by comparing date notification received,
                                    date customer/investment manager was notified, and deadline
                                    date.

Outstanding corporate actions       Inquiry -- Made inquiries of Securities Processing personnel        No exceptions noted.
are maintained on a tickler         regarding tracking of outstanding corporate actions.
system within the Securities
Processing Department. On           Inspection -- For a sample of securities with outstanding           No exceptions noted.
the internal response deadline      corporate actions, ascertained that securities were being tracked
(if any), the investment advisor    on the outstanding corporate actions tickler.
is contacted if no instructions
have been received through the
CAPS system.
</TABLE>

                                      -29-

<PAGE>

Control Objective 9:           Internal controls provide reasonable assurance
                               that trust disbursements and fees are authorized
                               by the Trust Governing Agreement and are recorded
                               completely and accurately in the appropriate
                               amounts.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank              Testinq Performed bv Service Auditor                                Results of Testinq
---------------------              ------------------------------------                                ------------------
<S>                                <C>                                                                 <C>
Fees and periodic                  Inquiry -- Made inquiries of Business Trust Division, Corporate     No exceptions noted.
disbursements are set up           Trust Department, and FACS management regarding fees and
completely and accurately on       recurring periodic disbursements.
the applicable system at new
account set-up and on an           Inspection -- For a sample of accounts, inspected the Fee           No exceptions noted.
ongoing basis. (See Control        Schedule and Invoice printed from the applicable system, as
Objective 1 for new account        well as system printouts showing disbursements, confirming
set-up.)                           fees and disbursements are set up accurately and completely.

For those accounts where the       Inquiry -- Made inquiries of Business Trust Division, Corporate     No exceptions noted.
fee calculation falls outside of   Trust Department, Fees System, and FACS management
the capability of the system, the  regarding manual recalculation of fees.
fee is calculated manually.
Manually calculated fees are
verified by a second individual    Inspection -- For a sample of accounts requiring manual             No exceptions noted.
to ensure accuracy and             calculation of fees, inspected fee schedule and invoice
propriety.                         confirming accuracy and inspection by a second individual prior
                                   to billing.

One time only disbursements or     Inquiry -- Made inquiries of Business Trust Division, Corporate     No exceptions noted.
recurring disbursements            Trust Department, and FACS management regarding one time
without predetermined dollar       disbursements.
amounts are approved by one
to two authorized signers,         Inspection - For a sample of accounts, confirmed                    No exceptions noted.
depending on the dollar            disbursements are properly approved by one or two corporate
amount, after review of            officers, depending on the dollar amount, and are supported by
supporting documents within        proper documentation.
the guidelines of the trust
governing agreement and
supporting documents.
</TABLE>

                                      -30-

<PAGE>

Control Objective 10:               Internal controls provide reasonable
                                    assurance that trust statements and annual
                                    reports sent to clients are timely and
                                    accurate.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank            Testing Performed by Service Auditor                            Results of Testing
---------------------            ------------------------------------                            ------------------
<S>                              <C>                                                             <C>
Statement generation dates are   Inquiry -- Made inquiries of Business Trust SelectBENEFIT       No exceptions noted.
set up on the SEI system         Division and FACS management regarding the generation and
(Business Trust & Corporate      mailing of trust and participant statements.
Trust) and TrustMark system
(SelectBENEFIT) as ticklers at   Inspection --For a sample of accounts, inspected the SEI        No exceptions noted.
the time of new account set-up.  master print report and confirmed that trust and participant
                                 statements are set up to generate at least annually.

For Corporate Trust Account      Inquiry -- Made inquiries of Trust Systems Planning & Support   No exceptions noted.
statements, on a monthly basis   management regarding the generation of trust statements for
an encrypted file containing     Corporate Trust accounts.
customer trust statements, is
sent from the SEI system to      Inspection -- Inspected the Service Agreement between the       No exceptions noted
Output Technology Solutions      Bank and OTS, noting that the agreement was current and
("OTS") for printing and         detailed statement generation services provided to the Bank.
mailing. For each monthly file
sent to OTS, the Business        Inspection -- Inspected a sample of EOM Trust Statement         No exceptions noted.
System Analyst Trust Systems     Tracking Spreadsheets, noting that the spreadsheets detailed
Planning and Support uses an     when Trust statements were sent to OTS by the Bank and
End of Month ("EOM") Trust       subsequently mailed to customers by OTS.
Statement Tracking
Spreadsheet to track when trust
statements were sent to OTS by
the Bank and subsequently
mailed to customers by OTS.
</TABLE>

                                      -31-

<PAGE>

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank              Testing Performed by Service Auditor                             Results of Testing
---------------------              ------------------------------------                             ------------------
<S>                                <C>                                                              <C>
For Business Trust account         Inquiry -- Made inquiries of FACS management regarding the       No exceptions noted.
statements, on a daily basis, an   generation of statements for Business Trust accounts.
encrypted file containing
customer trust statements is       Inspection -- Inspected the Service Agreement ("Agreement")      No exceptions noted.
sent from the SEI system to        between the Bank and ZipDirect noting that the Agreement
ZipDirect LLC ("ZipDirect") for    detailed statement generation services provided to the Bank and
printing and mailing. For each     the Agreement was signed and dated by Bank and ZipDirect
daily file sent to ZipDirect, a    management.
Supervisor of the Fiduciary
Accounting and Client Services     Inspection -- Inspected a sample of trust statement generation   No exceptions noted.
Department uses a trust            logs, noting that the trust statement generation logs tracked
statement generation log to        when trust statements were sent to ZipDirect by the Bank, and
track when trust statements were   subsequently mailed to customers by ZipDirect.
sent to ZipDirect by the Bank,
and subsequently mailed to
customers by ZipDirect.

Note: As a result of a
bankruptcy filing by ZipDirect
on 01/18/02, ZipDirect agreed to
transfer the printing and
mailing services performed for
the Bank's Business Trust
account statements, as described
above, to TransAmerican Mailing
and Fulfillment, Inc.
("TransAmerican") effective
01/18/02. No delay in services
occurred as a result of this
transfer of services. In
addition, the control, described
above, which was put in place by
the Bank to ensure proper trust
statement generation by
ZipDirect is identical to the
control put in place by the Bank
to ensure proper trust statement
generation by TransAmerican.
</TABLE>

                                      -32-

<PAGE>

<TABLE>
<CAPTION>
Internal Controls                  Testing Performed by Service Auditor                             Results of Testing
Specified by the Bank              ------------------------------------                             ------------------
---------------------
<S>                                <C>                                                              <C>
Customer (Plan Sponsor) trust      Inquiry -- Made inquiries of Business Trust SelectBENEFIT        No exceptions noted.
statements for SelectBENEFIT       Division management regarding the generation of customer
employee benefit plans, where      (plan sponsor) trust statements.
the Bank performs the
participant level record           Inspection -- Inspected a sample of monthly Customer Trust       No exceptions noted.
keeping, are generated from the    Statement Summary Reports ("the Reports") from the
TrustMark system on a              TrustMark system noting that the Reports were initialed and
monthly basis. The trust           dated  by a Trust Balancing Specialist prior to the respective
statements are mailed from the     monthly trust statement being mailed.
SelectBENEFIT Glendale, CA
location. Each customer
monthly trust statement
generated from the TrustMark
system is reviewed by a Trust
Balancing Specialist prior to
the trust statement being
mailed.

Note: Customer (Plan Sponsor)
accounts for which the bank        Inquiry -- Made inquiries of Business Trust SelectBENEFIT        No exceptions noted.
doesn't perform the participant    Division management regarding the generation of customer
level record keeping are           (plan sponsor) trust statements.
flagged as Employee Benefit
Reporting ("EBR") accounts         Refer to testing of Business Trust statement generation above.
within the SEI system and trust
statement generation follows
the trust statement generation
procedures detailed for
Business Trust accounts.
</TABLE>

                                      -33-

<PAGE>

<TABLE>
<CAPTION>
Internal Controls                       Testinq Performed by Service Auditor                                    Results of Testing
                                        ------------------------------------                                    ------------------
Specified by the Bank
---------------------
<S>                                     <C>                                                                     <C>
Participant statements for
SelectBENEFIT employee
benefit plans, may be generated
in one of the following three
ways:

1.     Participant statement            Inquiry  -- Made inquiries of Business Trust SelectBENEFIT              No exceptions noted.
       generation for Individual        Division management regarding the generation of participant
       Directed Accounts                statements for SelectBENEFIT employee benefit plans.
       ("IDA"), which are
       flagged as EBR accounts          Refer to testing of Business Trust statement generation above.
       within the SE1 system,
       follow the statement
       generation procedures
       detailed for Business Trust
       accounts.

                                        Inquiry -- Made inquiries of Business Trust SelectBENEFIT               No exceptions noted.
2.     For regular participant          Division management regarding the generation of participant
       accounts which have been         statements for SelectBENEFIT employee benefit plans.
       migrated to Scicom Data
       Services Ltd. "Scicom"           Inspection- Inspected the Service Agreement between the                 No exceptions noted.
       for printing and mailing,        Bank and Scicom, noting that the Agreement detailed statement
       on a quarterly basis an          generation services provided to the Bank and the Agreement
       encrypted file is sent from      was signed and dated by Bank and Scicom management.
       the TrustMark system to
       Scicom for printing and          Inspection-Inspected a sample of excel spreadsheet logs (the            No exceptions noted.
       mailing. The quarterly           "logs"), used to track the generation of quarterly participant
       participant statements sent      statements, noting that the logs detailed participant accounts and
       to Scicom for printing and       tracked dates critical to the process of generating quarterly
       mailing are tracked using        participant statements.
       an excel spreadsheet log.

                                        Inquiry  -- Made inquiries of Business Trust SelectBENEFIT              No exceptions noted.
3.     For regular participant          Division management regarding the generation of participant
       accounts which have not          statements for SelectBENEFIT employee benefit plans.
       been migrated (Note, a
       full migration of all
       regular participant account
       statements to Scicom for         Inspection-Inspected a sample of excel spreadsheet logs (the            No exceptions noted.
       printing and mailing is          "logs"), used to track the generation of quarterly participant
       currently in progress.) to       statements noting that the logs detailed participant accounts and
       Scicom, statements are           tracked dates critical to the process of generating quarterly
       generated from the               participant statements.
       TrustMark system on a
       quarterly basis and printed
       and mailed from the
       SelectBENEFIT Glendale
       location. The quarterly
       participant statements
       generated from the
       TrustMark system are
       tracked using an excel
       spreadsheet log.
</TABLE>

                                      -34-

<PAGE>

Control Objective 11: Internal controls provide reasonable assurance that
                      contributions and receipts for employee benefit plans are
                      completely and accurately recorded.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank            Testing Performed by Service Auditor                            Results of Testing
---------------------            ------------------------------------                            ------------------
<S>                              <C>                                                             <C>
The SelectBENEFIT Operations     Inquiry -- Made inquiries of Business Trust SelectBENEFIT       No exceptions noted.
Department plan coordinator      Division management regarding transaction processing for
balances the control totals for  employee benefit plans.
contribution amounts, subject
to verification of amounts and   Inspection -- For a sample of  plans, inspected the Incoming    No exceptions noted.
control totals, and produces     Data Form and the Update Totals Report on TrustMark,
trade transaction batches.       confirming that contribution amounts are posted and are
Transactions are then recorded   reconciled by two plan coordinators.
through a download of
magnetic tape, diskette or are
keypunched to the TrustMark
system. A second plan
coordinator, independent of the
TrustMark input, reviews the
transaction batches, prior to
processing the trades on SEI.

In accounts other than           Inquiry -- Made inquiries of Business Trust Administration,     No exceptions noted.
SelectBENEFIT accounts,          Business Trust Compliance management, and FACS
contributions and receipts are   management regarding processing of contributions and receipts
forwarded to the account         for Business Trust accounts.
administrator or accountant,
where applicable, from the plan  Observation/Inspection -- Inspected daily listing of            No exceptions noted.
sponsor. The administrator or    disbursements and observed account administrator review of the
FACS specialist records the      daily transaction summary report, confirming that receipt
transaction on the SEI system    information was properly reflected in the accounts.
and receives a daily report for
each account which the
administrator or accountant
reviews to ensure transactions
have been processed.
</TABLE>

                                      -35-

<PAGE>

Control Objective 12:  Internal controls provide reasonable
                       assurance that employee benefit
                       distributions are properly authorized and
                       recorded.
<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank               Testing Performed by Service Auditor                              Results of Testing
---------------------               ------------------------------------                              ------------------
<S>                                 <C>                                                               <C>
Disbursement instructions are       Inquiry -- Made inquiries of Business Trust Division              No exceptions noted.
received from the plan sponsor      management and Administration, and FACS management
and are reviewed by the             regarding distribution authorization procedures.
administrator or accountant for
proper authorization.               Inspection -- For a sample of accounts, inspected disbursements   No exceptions noted.
                                    directed from the plan sponsor, confirming proper authorization
                                    documents are on file and forms are properly reviewed by the
                                    account  administrator prior to processing disbursements.

In accounts other than              Inquiry -- Made inquiries of Business Trust Division, Business    No exceptions noted.
SelectBENEFIT, FACS receives        Trust SelectBENEFIT Division, and FACS management
the direction for the amount of     regarding distribution authorization procedures.
the benefit distribution from the
plan sponsor via plan               Inspection -- For a sample of non-SelectBENEFIT accounts,         No exceptions noted.
committee directive and has the     inspected the plan committee directive and the distribution
responsibility of making the        amount from SEI, confirming that the distribution was accurate
disbursement. For                   and that proper approval was obtained. For a sample of
SelectBENEFIT record keeping        SelectBENEFIT accounts, inspected the participant request and
accounts, the Select BENEFIT        the distribution amount from TrustMark, confirming that the
Department determines the           distribution was accurate and that proper approval was obtained.
employee benefit distribution
amount From the record
keeping system, TrustMark,
SE1 for IDA holdings, and from
plan committee direction. The
information is then provided to
FACS for processing of
distribution checks and tax
forms via input download of
ASI/CDC.

Only authorized employees can       Inquiry -- Made inquiries of Business Trust Division              No exceptions noted.
instruct the TrustMark and          management and Administration, Business Trust SelectBENEFIT
ASI/CDC systems to make a           Division management, and FACS management regarding access
payment.                            to distribution systems.

                                    (See Control Objective 15 for further testing).

The administrator/accountant        Inquiry -- Made inquiries of Business Trust Division              No exceptions noted.
reviews a daily listing of          management and Administration, Business Trust SelectBENEFIT
disbursements for completeness      Division management, and FACS management regarding
and accuracy.                       review of disbursements.

                                    Observation/Inspection -- Inspected daily listing of              No exceptions noted.
                                    disbursements and observed an account administrator review the
                                    daily transaction summary report, confirming that disbursement
                                    information was properly reflected in the accounts. Where
                                    applicable, viewed operation supervisor's signature confirming
                                    management review of report.
</TABLE>

                                      -36-

<PAGE>

Control Objective 13:    Internal controls provide reasonable assurance that
                         when administering accounts subject to ERISA, the Bank
                         complies with the applicable requirements of ERISA.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank              Testing Performed by Service Auditor                         Results of Testing
---------------------              ------------------------------------                         ------------------
<S>                                 <C>                                                         <C>
New accounts, including all        Inquiry -- Made inquiries of Business Trust Division         No exceptions noted.
accounts subject to ERISA, are     Compliance and management regarding account acceptance
reviewed by the applicable         procedures.
Business Trust compliance
officer and/or unit manager.       Inspection -- For a sample of accounts opened during the     No exceptions noted.
New accounts, which are not        year, inspected  the respective account acceptance form
on the Bank's model trust          and confirmed applicable committee's approval.
agreement or prototype
document, are accepted only
after a review of the plan and
trust documents by the
Business Trust unit manager
and compliance officer.
Acceptance of new accounts
must be approved by the
Business Trust Administrative
Committee.

The background of personnel        Inquiry -- Made inquiries of Business Trust Division         No exceptions noted.
employed in fiduciary services     Compliance and management, Business Trust SelectBENEFIT
is appropriately investigated.     Division management, and HR Staffing management regarding
Account administrators and         ERISA requirements and investigation of employee
FACS accountants are               backgrounds.
appropriately informed with
respect to the requirements of     Inspection - For a sample of account administrators who      No exceptions noted.
ERISA in general and parties-      are employed in fiduciary services, inspected training
in-interest transactions. As       reports confirming employees are appropriately informed
account transactions are           with respect to ERISA requirements. In addition, inspected
processed, they are reviewed by    employee background checks, confirming appropriate
account administrators and         investigations are performed.
accountants for any ERISA
violations.
</TABLE>

                                      -37-

<PAGE>

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank             Testing Performed by Service Auditor                               Results of  Testing
---------------------             ------------------------------------                               -------------------
<S>                               <C>                                                                <C>
A triennial review of each        Inquiry -- Made inquiries of Business Trust Division               No exceptions noted.
employee benefit account,         management regarding account reviews.
called the Administrative
Account Review, is performed      Inspection -- For a sample of Employee Benefit accounts,           No exceptions noted.
by the account administrator      inspected Administrative Account Review, confirming that
and reviewed by the Business      reviews are being performed within the respective time fame
Trust unit manager to verify      and the current account documentation is on file. For a sample
that required documentation for   of directed and managed accounts, inspected Investment
the account is current and        Review, confirming reviews are being performed within the
correct. An annual review of      respective time frame and that the accounts are in compliance
each managed employee             with their respective investment objectives and trust agreement.
benefit account is performed by
the account administrator,
investment officer, and the
Business Trust Investment
Review Committee to assess
compliance with the account's
investment objectives, trust
agreement, investment
performance, and prudence.
An annual review for each
account directed by the plan
committee is performed by the
Business Trust investment
committee to assess
compliance with diversification
rules and the Bank guidelines
for directed accounts.

The annual statements and         Inquiry -- Made inquiries of Business Trust Division               No exceptions noted.
supplemental schedules, such      management, and FACS management regarding review of
as the schedule of assets held    annual statements.
for investment, are reviewed by
the account administrator for     Inspection -- For a sample of accounts, inspected the Periodic     No exceptions noted.
SelectBENEFIT accounts; for       Accrual-Basis Statement as sent to the client, confirming proper
non-SelectBENEFIT accounts,       approval prior to distribution.
this review is performed by the
FACS Department, prior to
certifying that such statements
are complete and accurate.
</TABLE>

                                      -38-

<PAGE>

Control Objective 14:   Internal controls provide reasonable assurance that
                        administrative, operational, and physical storage
                        procedures are established to ensure continuity of
                        operations.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank               Testing Performed by Service Auditor                                 Results of Testing
---------------------               ------------------------------------                                 ------------------
<S>                                 <C>                                                                  <C>
The Bank has a formal               Inquiry -- Made inquiries of Planning and Administration             No exceptions noted.
Business Resumption Plan (the       personnel to confirm that the Bank has a formal Business
"Plan") which is updated on a       Resumption Plan that is updated and distributed to key
regular basis. Updates are          personnel.
published and distributed to
key personnel.                      Inspection -- Inspected a selection from the Business                No exceptions noted.
                                    Resumption plan and ascertained that the information within the
                                    Plan is appropriate and is updated on a regular basis.

In the case of a disaster or other  Inquiry -- Made inquiries of Planning and Administration             No exceptions noted.
event interrupting operations,      personnel to confirm that alternative sites have been identified
alternate sites have been           and documented in the Plan.
identified and documented in
the Plan which vary by              Inspection -- Inspected a selection from the Plan and the            No exceptions noted.
department, function                alternate sites that have been identified, and ascertained that the
performed, and location and         site is dependent upon the location and extent of the
extent of disaster/event. Since     disaster/event.
the Division's Plan is part of
the overall Business
Resumption Plan of Union
Bank of California, N.A., an
analysis is performed at the
bank level to prevent any
overlapping of alternate sites.

Trust accounting system data is     Inquiry -- Made inquiries of Planning and Administration             No exceptions noted.
regularly backed up and stored      personnel to confirm that trust accounting system data is
off-site. The SEI, SunGard,         regularly backed up and stored off-site.
and TrustMark data is stored
off-site on a daily or weekly       Inspection -- Read copies of the agreements with the above           No exceptions noted.
basis. The Bank also                mentioned vendors, confirming agreement of the stated backup
subscribes to a disaster            sites.
recovery program run by
SunGard through SEI. This
permits the Bank to participate
in a prompt restoration of the
critical trust accounting
functions.

Testing of the Plan is              Inquiry -- Made inquiries of Planning and Administration             No exceptions noted.
performed on a periodic basis.      personnel to confirm that a test of the Plan is performed on a
Testing includes emergency          periodic basis.
alert notification, and business
resumption scenarios presented      Inspection -- Inspected documentation regarding the results of       No exceptions noted.
to staff that must be responded     the latest testing of the Plan, and that applicable changes were
to in writing.                      made to the Plan based on the tests performed.
</TABLE>

                                      -39-

<PAGE>

Control Objective 15:      Internal controls provide reasonable assurance that
                           unauthorized personnel cannot input transactions onto
                           the SEI, TrustMark, and SunGard Systems.

<TABLE>
<CAPTION>
Internal Controls
Specified by the Bank                  Testing Performed by Service Auditor                                Results of Testing
---------------------                  ------------------------------------                                ------------------
<S>                                    <C>                                                                 <C>
Models (user profiles) are             Inquiry -- Made inquiries of Information Security personnel for     No exceptions noted.
assigned at  the application level     SEI, TrustMark, and SunGard systems regarding password
based on job descriptions on a         assignment.
"need to use" basis.
                                       Inspection -- For selected employees, inspected employee job        No exceptions noted.
                                       model obtained from applicable system in relation to the
                                       employee job function, confirming employees have access
                                       consistent with the job function.

Models (user profiles) assigned        Inquiry -- Made inquiries of Information Security personnel for     No exceptions noted.
have dollar limits for                 SEI and TrustMark systems regarding dollar limits assigned to
employees with access to the           models.
trading applications.
                                       Inspection -- For a selected sample of employees with trading       No exceptions noted.
                                       privileges, inspected employee dollar limit from the SEI system
                                       and compared the dollar limit to the approved set up form
                                       confirming limits assigned are approved..

Employee passwords and                 Inquiry -- Made inquiries of Information Security personnel for     No exceptions noted.
models (user profiles) are             SEI, TrustMark, and SunGard systems regarding password and
deleted upon termination of the        model deletion.
employee.
                                       Inspection -- For a selected sample of terminated employees,        No exceptions noted.
                                       ascertained that passwords and models were deleted from the
                                       applicable system.

At transfer or promotion,              Inquiry -- Made inquiries of Information Security personnel to      No exceptions noted.
employees are not required to          confirm that employees are not required to change their
change their passwords but are         passwords but are assigned a new model based on their new job
assigned a new model (user             description.
profile) based on their new job
description.                           Inspection -- For selected transferred employees, inspected         No exceptions noted.
                                       employee job model obtained from the applicable system,
                                       noting that employee system access had been changed
                                       consistent with the employees' new job description.
</TABLE>

                                      -40-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>11
<FILENAME>dex991.txt
<DESCRIPTION>FORM OF LETTER OF TRANSMITTAL
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.1
                             LETTER OF TRANSMITTAL

                    Entravision Communications Corporation

                           Offer for All Outstanding
                   8 1/8% Senior Subordinated Notes Due 2009
                                In Exchange for
                   8 1/8% Senior Subordinated Notes Due 2009
                       Which Have Been Registered Under
                    The Securities Act of 1933, as Amended,
             Pursuant to the Prospectus dated              , 2002

  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
       , 2002, UNLESS EXTENDED BY THE ISSUER (SUCH DATE, AS MAY BE EXTENDED BY
  THE ISSUER, IS REFERRED TO HEREIN AS THE "EXPIRATION DATE"). TENDERS MAY BE
   WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                                 Delivery to:

                        Union Bank of California, N.A.
                              The Exchange Agent

        By Overnight Delivery or
      Registered or Certified Mail:              By Hand Delivery:
       ---------------------------            -----------------------
     Union Bank of California, N.A.       Union Bank of California, N.A.
       120 South San Pedro Street           120 South San Pedro Street
                Suite 400                            Suite 400
          Los Angeles, CA 90012                Los Angeles, CA 90012

                         Facsimile Transmission Number
                         (Eligible Institutions Only):
                                (213) 972-5694

                  Confirm Receipt of Facsimile by Telephone:
                                (213) 972-5674

   DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL.

   The undersigned acknowledges that he or she has received and reviewed the
prospectus, dated              , 2002 (the "Prospectus"), of Entravision
Communications Corporation, a Delaware corporation (the "Issuer"), and this
Letter of Transmittal (the "Letter of Transmittal"), which together constitute
the Issuer's offer (the "Exchange Offer"), to exchange an aggregate principal
amount of up to $225,000,000 of the Issuer's 8 1/8% Senior Subordinated Notes
due 2009 which have been registered under the Securities Act of 1933, as
amended (individually an "Exchange Note" and collectively, the "Exchange
Notes"), for a like principal amount of the Issuer's issued and outstanding
8 1/8% Senior Subordinated Notes due 2009 (individually an "Outstanding Note"
and collectively, the "Outstanding Notes") from the registered holders thereof.

   For each Outstanding Note accepted for exchange, the holder of such
Outstanding Note will receive an Exchange Note having a principal amount equal
to the principal amount of the surrendered Outstanding Note. The Exchange Notes
will bear

                                      1

<PAGE>

interest from the most recent date to which interest has been paid on the
Outstanding Notes, or if no interest has been paid on the Outstanding Notes,
from March 18, 2002. Accordingly, registered holders of Exchange Notes on the
relevant record date for the first interest payment date following the
consummation of the Exchange Offer will receive interest accruing from the most
recent date to which interest has been paid on the Outstanding Notes, or if no
interest has been paid on the Outstanding Notes, from March 18, 2002. Holders
of Exchange Notes will not receive any payment in respect of accrued interest
on Outstanding Notes otherwise payable on any interest payment date, the record
date for which occurs on or after the consummation of the Exchange Offer.

   This Letter of Transmittal is to be completed by a holder of Outstanding
Notes either if certificates for such Outstanding Notes are to be forwarded
herewith or if a tender is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company ("DTC")
pursuant to the procedures described in the Prospectus under the heading "The
Exchange Offer-Outstanding Notes Held in Book-Entry Form" and an Agent's
Message is not delivered. HOLDERS OF OUTSTANDING NOTES WHO HAVE PREVIOUSLY
VALIDLY DELIVERED A LETTER OF TRANSMITTAL IN CONJUNCTION WITH A VALID TENDER OF
OUTSTANDING NOTES FOR EXCHANGE PURSUANT TO THE PROCEDURES DESCRIBED IN THE
PROSPECTUS UNDER THE HEADING "THE EXCHANGE OFFER" ARE NOT REQUIRED TO TAKE ANY
FURTHER ACTION TO RECEIVE EXCHANGE NOTES. HOLDERS OF OUTSTANDING NOTES WHO HAVE
PREVIOUSLY VALIDLY TENDERED OUTSTANDING NOTES FOR EXCHANGE OR WHO VALIDLY
TENDER OUTSTANDING NOTES FOR EXCHANGE IN ACCORDANCE WITH THIS LETTER OF
TRANSMITTAL MAY WITHDRAW ANY OUTSTANDING NOTES SO TENDERED AT ANY TIME PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. SEE THE PROSPECTUS UNDER
THE HEADING "THE EXCHANGE OFFER" FOR A MORE COMPLETE DESCRIPTION OF THE TENDER
AND WITHDRAWAL PROVISIONS. Tenders by book-entry transfer also may be made by
delivering an Agent's Message in lieu of this Letter of Transmittal. The term
"Agent's Message" means a message, transmitted by DTC to and received by the
Exchange Agent and forming a part of a Book-Entry Confirmation (as defined
below), which states that DTC has received an express acknowledgment from the
tendering participant, which acknowledgment states that such participant has
received and agrees to be bound by this Letter of Transmittal and that the
Issuer may enforce this Letter of Transmittal against such participant. Holders
of Outstanding Notes whose certificates are not immediately available, or who
are unable to deliver their certificates or confirmation of the book-entry
tender of their Outstanding Notes into the Exchange Agent's account at DTC (a
"Book-Entry Confirmation") and all other documents required by this Letter of
Transmittal to the Exchange Agent on or prior to the Expiration Date, must
tender their Outstanding Notes according to the guaranteed delivery procedures
described in the Prospectus under the heading "The Exchange Offer-Guaranteed
Delivery Procedures". See Instruction 1. Delivery of documents to DTC does not
constitute delivery to the Exchange Agent.

   The method of delivery of Outstanding Notes, Letters of Transmittal and all
other required documents is at the election and risk of the holders. If such
delivery is by mail it is recommended that registered mail properly insured,
with return receipt requested, be used. In all cases, sufficient time should be
allowed to assure timely delivery. No Letters of Transmittal or Outstanding
Notes should be sent to the Issuer.

   The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.

   List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the certificate numbers and
principal amount of Outstanding Notes should be listed on a separate signed
schedule affixed hereto.

                                      2

<PAGE>

<TABLE>
<CAPTION>
         DESCRIPTION OF 8 1/8% SENIOR SUBORDINATED NOTES DUE 2009 ("OUTSTANDING NOTES")
----------------------------------------------------------------------------------------------------------------------
Name(s) and Address(es) of Registered Holder(s)        Certificate      Aggregate Principal      Principal Amount
           (Please fill in if blank)                   Number(s)*       Amount Represented          Tendered**
----------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>                      <C>
                                                       ---------------------------------------------------------------
                                                       ---------------------------------------------------------------
                                                       ---------------------------------------------------------------
                                                       ---------------------------------------------------------------
                                                       ---------------------------------------------------------------
                                                       ---------------------------------------------------------------
                                                          Total
----------------------------------------------------------------------------------------------------------------------
   * Need not be completed if Outstanding Notes are being tendered by book-entry transfer.
   ** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Outstanding Notes
      represented by the Outstanding Notes indicated in Column 2. See Instruction 2. Outstanding Notes tendered hereby
      must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.
</TABLE>

                                      3

<PAGE>

[_] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY BOOK-ENTRY
    TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE DTC
    AND COMPLETE THE FOLLOWING:

Name of Tendering Institution _______________________________________________

Account Number ______________________________________________________________
                                                  Transaction Code Number ___

   By crediting the Outstanding Notes to the Exchange Agent's account at DTC
using the Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting to the Exchange Agent an Agent's Message in which the holder of
the Outstanding Notes acknowledges and agrees to be bound by the terms of, and
makes the representations and warranties contained in, this Letter of
Transmittal, the participant in DTC confirms on behalf of itself and the
beneficial owners of such Outstanding Notes all provisions of this Letter of
Transmittal (including all representations and warranties) applicable to it and
such beneficial owner as fully as if it had completed the information required
herein and executed and transmitted this Letter of Transmittal to the Exchange
Agent.

[_] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
    NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
    COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s) _____________________________________________

Window Ticket Number (if any) _______________________________________________

Date of Execution of Notice of Guaranteed Delivery __________________________

Name of Institution Which Guaranteed Delivery _______________________________

If Delivered by Book-Entry Transfer, Complete the Following:

Account Number ______________________________________________________________
                                                  Transaction Code Number ___

Name of Tendering Institution _______________________________________________

[_] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE ENCLOSED HEREWITH.

[_] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
    COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
    THERETO.

Name: _______________________________________________________________________

Address: ____________________________________________________________________

   If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Outstanding Notes that were
acquired as a result of market-making activities or other trading activities,
it acknowledges that it will deliver a prospectus meeting the requirements of
the Securities Act of 1933, as amended (the "Securities Act"), in connection
with any resale of such Exchange Notes; however, by so acknowledging and by
delivering such a prospectus, the undersigned will not be deemed to admit that
it is an "underwriter" within the meaning of the Securities Act. If the
undersigned is a broker-dealer that will receive Exchange Notes, it represents
that the Outstanding Notes to be exchanged for the Exchange Notes were acquired
as a result of market-making activities or other trading activities.

                                      4

<PAGE>

                    NOTE: SIGNATURES MUST BE PROVIDED BELOW
              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

   Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Issuer the aggregate principal amount of
Outstanding Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Outstanding Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Issuer all right, title and interest in and to such Outstanding Notes as are
being tendered hereby.

   The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Outstanding Notes, with full power of substitution,
among other things, to cause the Outstanding Notes to be assigned, transferred
and exchanged. The undersigned hereby represents and warrants that the
undersigned has full power and authority to tender, sell, assign and transfer
the Outstanding Notes, and to acquire Exchange Notes issuable upon the exchange
of such tendered Outstanding Notes, and that, when the same are accepted for
exchange, the Issuer will acquire good and unencumbered title thereto, free and
clear of all liens, restrictions, charges and encumbrances and not subject to
any adverse claim when the same are accepted by the Issuer. The undersigned
hereby further represents that any Exchange Notes acquired in exchange for
Outstanding Notes tendered hereby will have been acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the undersigned, that neither the holder of such Outstanding
Notes nor any such other person is participating in, intends to participate in
or has an arrangement or understanding with any person to participate in the
distribution of such Exchange Notes and that neither the holder of such
Outstanding Notes nor any such other person is an "affiliate," as defined in
Rule 405 under the Securities Act, of the Issuer.

   The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "Commission"), as set forth in no-action letters issued to
third parties, that the Exchange Notes issued pursuant to the Exchange Offer in
exchange for the Outstanding Notes may be offered for resale, resold and
otherwise transferred by holders thereof (other than any such holder that is an
"affiliate" of the Issuer within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes. However, the Commission has not considered the Exchange Offer
in the context of a no-action letter and there can be no assurance that the
staff of the Commission would make a similar determination with respect to the
Exchange Offer as in other circumstances. If the undersigned is not a
broker-dealer, the undersigned represents that it is not engaged in, and does
not intend to engage in, a distribution of Exchange Notes and has no
arrangement or understanding to participate in a distribution of Exchange
Notes. If any holder is an affiliate of the Issuer, is engaged in or intends to
engage in or has any arrangement or understanding with respect to the
distribution of the Exchange Notes to be acquired pursuant to the Exchange
Offer, such holder (i) could not rely on the applicable interpretations of the
staff of the Commission and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Outstanding Notes, it
represents that the Outstanding Notes to be exchanged for the Exchange Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such
Exchange Notes; however, by so acknowledging and by delivering a prospectus
meeting the requirements of the Securities Act, the undersigned will not be
deemed to admit that it is an "underwriter" within the meaning of the
Securities Act.

   The undersigned will, upon request, execute and deliver any additional
documents deemed by the Issuer to be necessary or desirable to complete the
sale, assignment and transfer of the Outstanding Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter of Transmittal and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures described in the Prospectus
under the heading "The Exchange Offer-Withdrawal of Tenders."

                                      5

<PAGE>

   Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Outstanding Notes for any Outstanding
Notes not exchanged) in the name of the undersigned or, in the case of a
book-entry delivery of Outstanding Notes, please credit the account indicated
above maintained at DTC. Similarly, unless otherwise indicated under the box
entitled "Special Delivery Instructions" below, please send the Exchange Notes
(and, if applicable, substitute certificates representing Outstanding Notes for
any Outstanding Notes not exchanged) to the undersigned at the address shown
above in the box entitled "Description of 8 1/8% Senior Subordinated Notes due
2009."

   THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF 8 1/8%
SENIOR SUBORDINATED NOTES DUE 2009" ABOVE AND SIGNING THIS LETTER OF
TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE OUTSTANDING NOTES AS SET FORTH
IN SUCH BOX ABOVE.

                                      6

<PAGE>

<TABLE>
<S>                                                          <C>
-----------------------------------------------------------  --------------------------------------------------------
             SPECIAL ISSUANCE INSTRUCTIONS                               SPECIAL DELIVERY INSTRUCTIONS
              (See Instructions 3 and 4)                                   (See Instructions 3 and 4)

   To be completed ONLY if certificates for                    To be completed ONLY if certificates for
Outstanding Notes not exchanged and/or Exchange              Outstanding Notes not exchanged and/or Exchange
Notes are to be issued in the name of and sent to            Notes are to be sent to someone other than the person
someone other than the person or persons whose               or persons whose signature(s) appear(s) on this Letter
signature(s) appear(s) on this Letter of Transmittal         of Transmittal above or to such person or persons at
above, or if Outstanding Notes delivered by book-            an address other than shown in the box entitled
entry transfer which are not accepted for exchange are       "Description of 8 1/8% Senior Subordinated Notes due
to be returned by credit to an account maintained at         2009" on this Letter of Transmittal above.
DTC other than the account indicated above.
                                                             Mail Exchange Notes and/or Outstanding Notes to:
Issue Exchange Notes and/or Outstanding Notes to:
                                                             Name(s) ______________________________________________
Name(s) _______________________________________________                      (Please Type or Print)
                (Please Type or Print)
                                                             ______________________________________________________
_______________________________________________________                      (Please Type or Print)
                (Please Type or Print)
                                                             Address ______________________________________________
Address _______________________________________________
                                                             ______________________________________________________
_______________________________________________________                            (Zip Code)
                      (Zip Code)

            (Complete Substitute Form W-9)

[_] Credit unexchanged Outstanding Notes delivered
    by book-entry transfer to DTC account set forth
    below.

_______________________________________________________
             (Book-Entry Transfer Facility
            Account Number, if applicable)
-----------------------------------------------------------  --------------------------------------------------------
</TABLE>

  IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF OR AN AGENT'S
  MESSAGE IN LIEU THEREOF (TOGETHER WITH THE CERTIFICATES FOR OUTSTANDING NOTES
  OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE
  OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00
  P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

                 PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
                  CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.

  IN ORDER TO VALIDLY TENDER OUTSTANDING NOTES FOR EXCHANGE, HOLDERS OF
  OUTSTANDING NOTES MUST COMPLETE, EXECUTE, AND DELIVER THIS LETTER OF
  TRANSMITTAL.

   Except as stated in the Prospectus, all authority herein conferred or agreed
to be conferred shall survive the death, incapacity, or dissolution of the
undersigned, and any obligation of the undersigned hereunder shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.

                                      7

<PAGE>

--------------------------------------------------------------------------------
                               PLEASE SIGN HERE
                  (TO BE COMPLETED BY ALL TENDERING HOLDERS)

               (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 BELOW)

<TABLE>
                       <S>                       <C>
                       X _____________________    , 2002
                       X _____________________    , 2002
                       (Signature(s) of Owner)   (Date)
</TABLE>

Area Code and Telephone Number ______________________________________________

   This Letter of Transmittal must be signed by the registered holder(s) as the
name(s) appear(s) on the certificate(s) for the Outstanding Notes hereby
tendered or on a security position listing or by any person(s) authorized to
become registered holder(s) by endorsements and documents transmitted herewith.
If signature is by a trustee, executor, administrator, guardian, officer or
other person acting in a fiduciary or representative capacity, please set forth
full title. See Instruction 3.

Name(s): ____________________________________________________________________
                            (Please Type or Print)

Capacity: ___________________________________________________________________

Address: ____________________________________________________________________
                             (Including Zip Code)

Principal place of business (if different from address listed above): _______

_______________________________________________________________________________
                             (Including Zip Code)

Area Code and Telephone No: _________________________________________________

Tax Identification or Social Security Nos.: _________________________________

                              SIGNATURE GUARANTEE
                        (If Required by Instruction 3)

Signature(s) Guaranteed by
An Eligible Institution:____________________________________________________
                            (Authorized Signature)

_______________________________________________________________________________
                                    (Title)

_______________________________________________________________________________
                                (Name and Firm)

             Dated: ________________________________ , 2002

                                      8

<PAGE>

                                 INSTRUCTIONS

    FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER FOR THE
                   8 1/8% SENIOR SUBORDINATED NOTES DUE 2009
         IN EXCHANGE FOR THE 8 1/8% SENIOR SUBORDINATED NOTES DUE 2009
                       WHICH HAVE BEEN REGISTERED UNDER
                    THE SECURITIES ACT OF 1933, AS AMENDED,
                          PURSUANT TO THE PROSPECTUS
                           DATED              , 2002

1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND NOTES; GUARANTEED DELIVERY
   PROCEDURES.

   This Letter of Transmittal is to be completed by holders of Outstanding
Notes either if certificates are to be forwarded herewith or if tenders are to
be made pursuant to the procedures for delivery by book-entry transfer
described in the Prospectus under the heading "The Exchange Offer-Outstanding
Notes Held in Book-Entry Form" and an Agent's Message is not delivered. Tenders
by book-entry transfer also may be made by delivering an Agent's Message in
lieu of this Letter of Transmittal. The term "Agent's Message" means a message,
transmitted by DTC to and received by the Exchange Agent and forming a part of
a Book-Entry Confirmation, which states that DTC has received an express
acknowledgment from the tendering participant, which acknowledgment states that
such participant has received and agrees to be bound by, and makes the
representations and warranties contained in, this Letter of Transmittal and
that the Issuer may enforce this Letter of Transmittal against such
participant. Certificates for all physically tendered Outstanding Notes, or
Book-Entry Confirmation, as the case may be, as well as a properly completed
and duly executed Letter of Transmittal (or manually signed facsimile hereof or
Agent's Message in lieu thereof) and any other documents required by this
Letter of Transmittal, must be received by the Exchange Agent at the address
set forth herein prior to 5:00 p.m., New York City time, on the Expiration
Date, or the tendering holder must comply with the guaranteed delivery
procedures set forth below. Outstanding Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.

   Holders whose certificates for Outstanding Notes are not immediately
available or who cannot deliver their certificates and all other required
documents to the Exchange Agent before 5:00 p.m., New York City time, on the
Expiration Date, or who cannot complete the procedure for book-entry transfer
on a timely basis, may tender their Outstanding Notes pursuant to the
guaranteed delivery procedures described in the Prospectus under the heading
"The Exchange Offer-Guaranteed Delivery Procedures". Pursuant to such
procedures, (i) such tender must be made through an Eligible Institution, (ii)
prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange
Agent must receive from such Eligible Institution a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof) and Notice of
Guaranteed Delivery, substantially in the form provided by the Issuer (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Outstanding Notes and the amount of Outstanding Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically tendered Outstanding Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof or Agent's
Message in lieu thereof) with any required signature guarantees and any other
documents required by this Letter of Transmittal will be deposited by the
Eligible Institution with the Exchange Agent, and (iii) the certificates for
all physically tendered Outstanding Notes, in proper form for transfer, or a
Book-Entry Confirmation, as the case may be, together with a properly completed
and duly executed Letter of Transmittal (or facsimile thereof or Agent's
Message in lieu thereof) with any required signature guarantees and all other
documents required by this Letter of Transmittal, are received by the Exchange
Agent within three NYSE trading days after the Expiration Date.

   The method of delivery of this Letter of Transmittal, the Outstanding Notes
and all other required documents is at the election and risk of the tendering
holders, but the delivery will be deemed made only when actually received or
confirmed by the Exchange Agent. If Outstanding Notes are sent by mail, it is
suggested that the mailing be registered mail, properly insured, with return
receipt requested, made sufficiently in advance of the Expiration Date to
permit delivery to the Exchange Agent prior to 5:00 p.m., New York City time,
on the Expiration Date. See the Prospectus under the heading "The Exchange
Offer".

                                      9

<PAGE>

2. PARTIAL TENDERS (NOT APPLICABLE TO NOTE HOLDERS WHO TENDER BY BOOK-ENTRY
   TRANSFER).

   If less than all of the Outstanding Notes evidenced by a submitted
certificate are to be tendered, the tendering holder(s) should fill in the
aggregate principal amount of Outstanding Notes to be tendered in the box above
entitled "Description of 8 1/8% Senior Subordinated Notes due 2009--Principal
Amount Tendered." A reissued certificate representing the balance of
nontendered Outstanding Notes will be sent to such tendering holder, unless
otherwise provided in the appropriate box on this Letter of Transmittal,
promptly after the Expiration Date. ALL OF THE OUTSTANDING NOTES DELIVERED TO
THE EXCHANGE AGENT WILL BE DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE
INDICATED.

3. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS;
   GUARANTEE OF SIGNATURES.

   If this Letter of Transmittal is signed by the holder of the Outstanding
Notes tendered hereby, the signature must correspond exactly with the name as
written on the face of the certificates or on DTC's security position listing
as the holder of such Outstanding Notes without any change whatsoever.

   If any tendered Outstanding Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter of Transmittal.

   If any tendered Outstanding Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal as there are different
registrations of certificates.

   When this Letter of Transmittal is signed by the registered holder or
holders of the Outstanding Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If, however,
the Exchange Notes are to be issued, or any untendered Outstanding Notes are to
be reissued, to a person other than the registered holder, then endorsements of
any certificates transmitted hereby or separate bond powers are required.
Signatures on such certificate(s) must be guaranteed by a participant in a
securities transfer association recognized signature program.

   If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any certificate(s) specified herein, such
certificate(s) must be endorsed or accompanied by appropriate bond powers, in
either case signed exactly as the name or names of the registered holder or
holders appear(s) on the certificate(s) and signatures on such certificate(s)
must be guaranteed by an Eligible Institution.

   If this Letter of Transmittal or any certificates or bond powers are signed
by trustees, executors, administrators, guardians, attorneys-in-fact, officers
of corporations or others acting in a fiduciary or representative capacity,
such persons should so indicate when signing, and, unless waived by the Issuer,
proper evidence satisfactory to the Issuer of their authority to so act must be
submitted.

   Endorsements on certificates for the Outstanding Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm which is a
financial institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in the Securities Transfer Agents
Medallion Program, the New York Stock Exchange Medallion Signature Program or
the Stock Exchanges Medallion Program (each an "Eligible Institution").

   Signatures on this Letter of Transmittal need not be guaranteed by an
Eligible Institution, provided the Outstanding Notes are tendered: (i) by a
registered holder of Outstanding Notes (which term, for purposes of the
Exchange Offer, includes any participant in DTC's system whose name appears on
a security position listing as the holder of such Outstanding Notes) who has
not completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal, or (ii) for the account
of an Eligible Institution.

                                      10

<PAGE>

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

   Tendering holders of Outstanding Notes should indicate in the applicable box
the name and address to which Exchange Notes issued pursuant to the Exchange
Offer and/or substitute certificates evidencing Outstanding Notes not exchanged
are to be issued or sent, if different from the name or address of the person
signing this Letter of Transmittal. In the case of issuance in a different
name, the employer identification or social security number of the person named
also must be indicated. Note holders tendering Outstanding Notes by book-entry
transfer may request that Outstanding Notes not exchanged be credited to such
account maintained at DTC as such note holder may designate hereon. If no such
instructions are given, such Outstanding Notes not exchanged will be returned
to the name and address of the person signing this Letter of Transmittal.

5. TAXPAYER IDENTIFICATION NUMBER AND BACKUP WITHHOLDING.

   Federal income tax law generally requires that a tendering holder whose
Outstanding Notes are accepted for exchange must provide the Exchange Agent (as
payor) with such holder's correct Taxpayer Identification Number (a "TIN"),
which, in the case of a holder who is an individual, is such holder's social
security number. If the Exchange Agent is not provided with the correct TIN or
an adequate basis for an exemption, such holder may be subject to a $50 penalty
imposed by the Internal Revenue Service and backup withholding in an amount
equal to 30% of the amount of any reportable payments made after the exchange
to such tendering holder. If withholding results in an overpayment of taxes, a
refund may be obtained.

   To prevent backup withholding, each tendering holder must provide such
holder's correct TIN by completing the "Substitute Form W-9" set forth herein,
certifying that the TIN provided is correct (or that such holder is awaiting a
TIN) and that (i) the holder is exempt from backup withholding, (ii) the holder
has not been notified by the Internal Revenue Service that such holder is
subject to backup withholding as a result of a failure to report all interest
or dividends or (iii) the Internal Revenue Service has notified the holder that
such holder is no longer subject to backup withholding.

   If the holder does not have a TIN, such holder should consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 (the "W-9 Guidelines") for instructions on applying for a TIN, write
"Applied For" in the space for the TIN in Part 1 of the Substitute Form W-9,
and sign and date the Substitute Form W-9 and the Certificate of Awaiting
Taxpayer Identification Number set forth herein. If the holder does not provide
such holder's TIN to the Exchange Agent within 60 days, backup withholding will
begin and continue until such holder furnishes such holder's TIN to the
Exchange Agent. NOTE: WRITING "APPLIED FOR" ON THE FORM MEANS THAT THE HOLDER
HAS ALREADY APPLIED FOR A TIN OR THAT SUCH HOLDER INTENDS TO APPLY FOR ONE IN
THE NEAR FUTURE.

   If the Outstanding Notes are held in more than one name or are not in the
name of the actual owner, consult the W-9 Guidelines for information on which
TIN to report.

   Exempt holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. To prevent possible erroneous backup withholding, an exempt
holder should write "Exempt" in Part 2 of Substitute Form W-9. See the W-9
Guidelines for additional instructions. In order for a nonresident alien or
foreign entity to qualify as exempt, such person must submit an appropriate and
properly completed Form W-8BEN, W-8ECI, W-8EXP or W-8IMY, as the case may be,
signed under penalty of perjury attesting to such exempt status. Such form may
be obtained from the Exchange Agent.

6. TRANSFER TAXES.

   The Issuer will pay all transfer taxes, if any, applicable to the transfer
of Outstanding Notes to the Issuer or its order pursuant to the Exchange Offer.
If, however, Exchange Notes and/or substitute Outstanding Notes not exchanged
are to be delivered to, or are to be registered or issued in the name of, any
person other than the registered holder of the Outstanding Notes tendered
hereby, or if tendered Outstanding Notes are registered in the name of any
person other than the person signing this Letter of Transmittal, or if a
transfer tax is imposed for any reason other than the transfer of Outstanding
Notes

                                      11

<PAGE>

to the Issuer or its order pursuant to the Exchange Offer, the amount of any
such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering holder.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR TRANSFER
TAX STAMPS TO BE AFFIXED TO THE OUTSTANDING NOTES SPECIFIED IN THIS LETTER OF
TRANSMITTAL.

7. WAIVER OF CONDITIONS.

   The Issuer reserves the right (in its reasonable discretion) to waive
satisfaction of any or all conditions enumerated in the Prospectus.

8. NO CONDITIONAL TENDERS; DEFECTS.

   No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Outstanding Notes, by execution of this
Letter of Transmittal or an Agent's Message in lieu thereof, shall waive any
right to receive notice of the acceptance of their Outstanding Notes for
exchange.

   Neither the Issuer, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of
Outstanding Notes nor shall any of them incur any liability for failure to give
any such notice.

9. MUTILATED, LOST, STOLEN OR DESTROYED OUTSTANDING NOTES.

   Any holder whose Outstanding Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.

10. WITHDRAWAL RIGHTS.

   Tenders of Outstanding Notes may be withdrawn at any time prior to 5:00
p.m., New York City time, on the Expiration Date.

   For a withdrawal of a tender of Outstanding Notes to be effective, a written
notice of withdrawal must be received by the Exchange Agent at the address set
forth above prior to 5:00 p.m., New York City time, on the Expiration Date. Any
such notice of withdrawal must (i) specify the name of the person having
tendered the Outstanding Notes to be withdrawn (the "Depositor"), (ii) identify
the Outstanding Notes to be withdrawn (including certificate number or numbers
and the principal amount of such Outstanding Notes), (iii) contain a statement
that such holder is withdrawing such holder's election to have such Outstanding
Notes exchanged, (iv) be signed by the holder in the same manner as the
original signature on the Letter of Transmittal by which such Outstanding Notes
were tendered (including any required signature guarantees) or be accompanied
by documents of transfer to have the Trustee with respect to the Outstanding
Notes register the transfer of such Outstanding Notes in the name of the person
withdrawing the tender and (v) specify the name in which such Outstanding Notes
are registered, if different from that of the Depositor. If Outstanding Notes
have been tendered pursuant to the procedure for book-entry transfer described
in the Prospectus under the heading "The Exchange Offer--Outstanding Notes Held
in Book-Entry Form", any notice of withdrawal must specify the name and number
of the account at DTC to be credited with the withdrawn Outstanding Notes and
otherwise comply with the procedures of such facility.

   All questions as to the validity, form and eligibility (including time of
receipt) of such notices will be determined by the Issuer (which power may be
delegated to the Exchange Agent), whose determination shall be final and
binding on all parties. Any Outstanding Notes so withdrawn will be deemed not
to have been validly tendered for exchange for purposes of the Exchange Offer
and no Exchange Notes will be issued with respect thereto unless the
Outstanding Notes so withdrawn are validly retendered. Any Outstanding Notes
that have been tendered for exchange but which are not exchanged for any reason
will be returned to the holder thereof without cost to such holder (or, in the
case of Outstanding Notes tendered by book-entry transfer into the Exchange
Agent's account at DTC pursuant to the book-entry transfer procedures described
in the Prospectus under the heading "The Exchange Offer--Outstanding Notes Held
in Book-Entry Form", such Outstanding Notes

                                      12

<PAGE>

will be credited to an account maintained with DTC for the Outstanding Notes)
as soon as practicable after withdrawal, rejection of tender or termination of
the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by
following the procedures described above at any time prior to 5:00 p.m., New
York City time, on the Expiration Date.

11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

   Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, and
requests for Notices of Guaranteed Delivery and other related documents may be
directed to the Exchange Agent, at the address and telephone number indicated
above.

                                      13

<PAGE>

         TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES

                              (See Instruction 5)

          PAYOR'S NAME:  UNION BANK OF CALIFORNIA, N.A. (THE "PAYOR")


<TABLE>
<S>                                      <C>                                                     <C>             <C>
SUBSTITUTE                               PART I--PLEASE PROVIDE YOUR TIN
Form W-9                                 IN THE BOX AT RIGHT AND CERTIFY                         TIN: _
                                         BY SIGNING AND DATING BELOW                             Social Security Number
Department of the Treasury Internal                                                                or
Revenue Service                          --------------------------------------------------------
                                         PART 2--FOR PAYEES EXEMPT FROM
Payer's Request for                      BACKUP WITHHOLDING                                      ------
Taxpayer Identification Number ("TIN")   (See Instructions)                                      Employer Identification Number
and Certification                        --------------------------------------------------------
                                         --------------------------------------------------------------------------------------
                                         PART 3--CERTIFICATION--Under penalties of perjury, I certify that:

                                         (1)The number shown on this form is my correct TIN (or I am waiting for a
                                            number to be issued to me), and

                                         (2)I am not subject to backup withholding because: (a) I am exempt from backup
                                            withholding, or (b) I have not been notified by the Internal Revenue Service
                                            (the "IRS") that I am subject to backup withholding as a result of a failure to
                                            report all interest or dividends or (c) the IRS has notified me that I am no longer
                                            subject to backup withholding.

                                         (3)I am a U.S. person (including a U.S. resident alien).

                                         The IRS does not require your consent to any provision of this document other than
                                         the certification required to avoid backup withholding.
                                         SIGNATURE ______________________                                        DATE
-------------------------------------------------------------------------------------------------------------------------------
You must cross out item (2) in Part 3 above if you have been notified by the IRS
that you are currently subject to backup withholding because of underreporting
interest or dividends on your tax return.
-------------------------------------------------------------------------------------------------------------------------------
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR" IN PART 1
OF THE SUBSTITUTE FORM W-9.
</TABLE>

         CERTIFICATE OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER

   I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and that I mailed or delivered an application to
receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office (or I intend to mail or
deliver an application in the near future). I understand that if I do not
provide a taxpayer identification number to the Payor within 60 days, the Payor
is required to withhold at the applicable backup withholding rate for all cash
payments made to me thereafter until I provide a taxpayer identification number.

<TABLE>
                                <S>        <C>
                                SIGNATURE  DATE
</TABLE>

   NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN A $50 PENALTY
IMPOSED BY THE INTERNAL REVENUE SERVICE AND IN BACKUP WITHHOLDING AT THE
APPLICABLE RATE FOR ALL CASH PAYMENTS. PLEASE REVIEW THE ENCLOSED GUIDELINES
FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR
ADDITIONAL DETAILS.

                                      14

<PAGE>

   Manually signed copies of this Letter of Transmittal will be accepted. This
Letter of Transmittal and any other required documents should be sent or
delivered by each holder or such holder's broker, dealer, commercial bank or
other nominee to the Exchange Agent at one of the addresses set forth below.

                 The Exchange Agent for the Exchange Offer is:

                        Union Bank of California, N.A.

<TABLE>
<CAPTION>
   By Overnight Delivery or
 Registered or Certified Mail:                                      By Hand Delivery:
<S>                              <C>                        <C>
-------------------------------                             ----------------------------------
Union Bank of California, N.A.
      120 South San Pedro                                     Union Bank of California, N.A.
Street Suite 400  Los Angeles,                               120 South San Pedro Street Suite
           CA 90012                                             400 Los Angeles, CA 90012

                                  Facsimile Transmission
                                     Number (Eligible
                                 Institutions Only): (213)
                                         972-5694

                                      Confirm Receipt
                                      of Facsimile by
                                 Telephone: (213) 972-5674
</TABLE>

                                      15

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>12
<FILENAME>dex992.txt
<DESCRIPTION>FORM OF NOTICE OF GUARANTEED DELIVERY
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.2

                         NOTICE OF GUARANTEED DELIVERY

                                      for

                   8 1/8% Senior Subordinated Notes due 2009

                    Entravision Communications Corporation

   This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of Entravision Communications Corporation (the "Issuer") made
pursuant to the prospectus, dated              , 2002 (the "Prospectus"), if
certificates for the outstanding 8 1/8% Senior Subordinated Notes due 2009 of
the Issuer (the "Outstanding Notes") are not immediately available, or if the
procedure for book-entry transfer cannot be completed on a timely basis or time
will not permit all required documents to reach Union Bank of California, N.A.,
as exchange agent (the "Exchange Agent"), prior to 5:00 p.m., New York City
time, on              , 2002, unless extended by the Issuer (such date, as may
be extended by the Issuer, is referred to herein as the "Expiration Date").
Such form may be delivered or transmitted by facsimile transmission, mail or
hand delivery to the Exchange Agent as set forth below. In addition, in order
to utilize the guaranteed delivery procedure to tender Outstanding Notes
pursuant to the Exchange Offer, a completed, signed and dated letter of
transmittal ("Letter of Transmittal") (or facsimile thereof) must be received
by the Exchange Agent prior to 5:00 p.m., New York City time, on the Expiration
Date. Holders of Outstanding Notes who have previously validly delivered a
notice of guaranteed delivery pursuant to the procedures outlined above and as
further described in the Prospectus are not required to use this form. Holders
of Outstanding Notes who have previously validly tendered Outstanding Notes for
exchange or who validly tender Outstanding Notes for exchange in accordance
with this form may withdraw any Outstanding Notes so tendered at any time prior
to 5:00 p.m., New York City time, on the Expiration Date. See the Prospectus
under the heading "The Exchange Offer" for a more complete description of the
tender and withdrawal provisions. Capitalized terms not defined herein shall
have the respective meanings ascribed to them in the Prospectus.

                                 Delivery to:

                        Union Bank of California, N.A.
                              The Exchange Agent

    By Overnight Delivery or Registered
            or Certified Mail:                  By Hand Delivery:
    ----------------------------------- ----------------------------------

      Union Bank of California, N.A.      Union Bank of California, N.A.
        120 South San Pedro Street          120 South San Pedro Street
                Suite 400                           Suite 400
          Los Angeles, CA 90012               Los Angeles, CA 90012

          Facsimile Transmission Number (Eligible Institutions Only):

                                (213) 972-5694

                  Confirm Receipt of Facsimile by Telephone:

                                (213) 972-5674

   DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF THIS INSTRUMENT VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.

<PAGE>

Ladies and Gentlemen:

   Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Issuer the principal amount of Outstanding Notes set forth below pursuant to
the guaranteed delivery procedure described in the Prospectus under the heading
"The Exchange Offer--Guaranteed Delivery Procedures".

Principal Amount of 8 1/8% Senior Subordinated Notes Tendered*: $ ___________

Certificate Nos. (if available): ____________________________________________

Total Principal Amount Represented by Outstanding Notes Certificate(s): $ ___

If 8 1/8% Senior Subordinated Notes will be delivered by book-entry transfer to
The Depository Trust Company, provide account number.

Account Number: _____________________________________________________________

All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
--------
*  Must be in denominations of principal amount of $1,000 and any integral
   multiple thereof.

_______________________________________________________________________________
                               PLEASE SIGN HERE

<TABLE>
  <C> <S>                                 <C>
  X   ----------------------------------  ----------------------------------

  X   ----------------------------------  ----------------------------------
         Signature(s) of Owner(s) or
             Authorized Signatory                        Date
</TABLE>

Area Code and Telephone Number: _____________________________________________

   Must be signed by the holder(s) of Outstanding Notes as their name(s)
appear(s) on certificates for Outstanding Notes or on a security position
listing, or by person(s) authorized to become registered holder(s) by
endorsement and documents transmitted with this Notice of Guaranteed Delivery.
If signature is by a trustee, executor, administrator, guardian,
attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, such person must set forth his or her full title below.

                      Please print name(s) and address(s)

<TABLE>
 <S>          <C>

 Name(s):
              -----------------------------------------------------------------

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

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

 Capacity:
              -----------------------------------------------------------------

 Address(es):
              -----------------------------------------------------------------

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

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

              -----------------------------------------------------------------
</TABLE>

                                      2

<PAGE>

                                   GUARANTEE

                   (NOT TO BE USED FOR SIGNATURE GUARANTEES)

   The undersigned, a financial institution that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the certificates representing the principal amount of
Outstanding Notes tendered hereby in proper form for transfer, or timely
confirmation of the book-entry transfer of such Outstanding Notes into the
Exchange Agent's account at The Depository Trust Company pursuant to the
procedures described in the Prospectus under the heading "The Exchange
Offer--Guaranteed Delivery Procedures", together with one or more properly
completed and duly executed Letters of Transmittal (or facsimile thereof or
Agent's Message in lieu thereof) and any required signature guarantee and any
other documents required by the Letter of Transmittal, will be received by the
Exchange Agent at the address set forth above, no later than three New York
Stock Exchange trading days after the date of execution of the Notice of
Guaranteed Delivery.

   The undersigned acknowledges that it must deliver the Letter of Transmittal
and Outstanding Notes tendered hereby to the Exchange Agent within the time
period set forth above and that failure to do so could result in financial loss
to the undersigned.


    ----------------------------------  ----------------------------------
               Name of Firm                    Authorized Signature

    ----------------------------------  ----------------------------------
                 Address                              Title

    ----------------------------------  Name: ____________________________
                 Zip Code                     (Please Type or Print)

    Area Code and Tel. No. _________    Dated: _________________________

NOTE: DO NOT SEND CERTIFICATES FOR OUTSTANDING NOTES WITH THIS FORM.
      CERTIFICATES FOR OUTSTANDING NOTES SHOULD BE SENT ONLY WITH A COPY OF
      YOUR PREVIOUSLY EXECUTED LETTER OF TRANSMITTAL.

                                      3

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>13
<FILENAME>dex993.txt
<DESCRIPTION>FORM OF LETTER TO CLIENTS
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.3
                    Entravision Communications Corporation

                           Offer for All Outstanding

                   8 1/8% Senior Subordinated Notes Due 2009

                                In Exchange for

                   8 1/8% Senior Subordinated Notes Due 2009

                       Which Have Been Registered Under

                    The Securities Act of 1933, as Amended

             , 2002

To Our Clients:

   Enclosed for your consideration is a prospectus, dated              , 2002
(the "Prospectus"), and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of Entravision
Communications Corporation (the "Issuer") to exchange its 8 1/8% Senior
Subordinated Notes due 2009 which have been registered under the Securities Act
of 1933, as amended (the "Exchange Notes"), for its outstanding 8 1/8% Senior
Subordinated Notes due 2009 (the "Outstanding Notes"), upon the terms and
subject to the conditions described in the Prospectus and the Letter of
Transmittal. The Exchange Offer is being made in order to satisfy certain
obligations of the Issuer contained in the Exchange and Registration Rights
Agreement dated as of March 12, 2002 by and among the Issuer, certain
subsidiaries of the Issuer and the Initial Purchasers referred to therein.

   This material is being forwarded to you as the beneficial owner of the
Outstanding Notes held by us for your account but not registered in your name.
A TENDER OF SUCH OUTSTANDING NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF
RECORD AND PURSUANT TO YOUR INSTRUCTIONS.

   Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Outstanding Notes held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.

   Your instructions should be forwarded to us as promptly as possible in order
to permit us to tender the Outstanding Notes on your behalf in accordance with
the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00
p.m., New York City time, on               , 2002, unless extended by the
Issuer (such date, as may be extended by the Issuer, is referred to herein as
the "Expiration Date"). Any Outstanding Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time prior to 5:00 p.m., New York City time, on
the Expiration Date.

   Pursuant to the Letter of Transmittal, each holder of Outstanding Notes will
represent to the Issuer that:

   (i) The holder is not an "affiliate" of the Issuer,

  (ii) Any Exchange Notes to be received by it are being acquired in the
       ordinary course of business, and

 (iii) The holder has no arrangement or understanding with any person to
       participate, and is not engaged in and does not intend to engage, in a
       distribution (within the meaning of the Securities Act of 1933, as
       amended) of such Exchange Notes.

   Your attention is directed to the following:

    1. The Exchange Offer is for any and all Outstanding Notes.

    2. The Exchange Offer is subject to certain conditions described in the
       Prospectus under the heading "The Exchange Offer-Conditions."

<PAGE>

    3. Any transfer taxes incident to the transfer of Outstanding Notes from
       the holder to the Issuer will be paid by the Issuer, except as otherwise
       provided in the Instructions in the Letter of Transmittal.

    4. The Exchange Offer expires at 5:00 p.m., New York City time, on
         , 2002, unless extended by the Issuer.

   If you wish to have us tender your Outstanding Notes, please so instruct us
by completing, executing and returning to us the instruction form on the back
of this letter. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION
ONLY AND MAY NOT BE USED DIRECTLY BY YOU TO TENDER OUTSTANDING NOTES.

                                       2

<PAGE>

                         INSTRUCTIONS WITH RESPECT TO
                              THE EXCHANGE OFFER

   The undersigned acknowledge(s) receipt of your letter and the enclosed
material referred to therein relating to the Exchange Offer made by Entravision
Communications Corporation with respect to its Outstanding Notes.

   This will instruct you to tender the Outstanding Notes held by you for the
account of the undersigned, upon and subject to the terms and conditions set
forth in the Prospectus and the related Letter of Transmittal.

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

   [_]  Please tender the Outstanding Notes held by you for my account as
indicated below:

                         AGGREGATE PRINCIPAL AMOUNT AT
                         MATURITY OF OUTSTANDING NOTES

         8 1/8% Senior Subordinated Notes due 2009:  $_______________

   [_]  Please do not tender any Outstanding Notes held by you for my account.

   Dated: ____________, 2002

   Signature(s): ______________________________________________________________

   Print Name(s) here: ________________________________________________________

   (Print Address(es)): _______________________________________________________

   (Area Code and Telephone Number(s)): _______________________________________

   (Tax Identification or Social Security Number (s)): ________________________

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

   None of the Outstanding Notes held by us for your account will be tendered
   unless we receive written instructions from you to do so. Unless a specific
   contrary instruction is given in the space provided, your signature(s)
   hereon shall constitute an instruction to us to tender all Outstanding Notes
   held by us for your account.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>14
<FILENAME>dex994.txt
<DESCRIPTION>FORM OF LETTER TO BROKERS
<TEXT>
<PAGE>

                                                                   EXHIBIT 99.4
                    Entravision Communications Corporation

                           Offer for All Outstanding

                   8 1/8% Senior Subordinated Notes Due 2009

                                In Exchange for

                   8 1/8% Senior Subordinated Notes Due 2009

                       Which Have Been Registered Under

                    The Securities Act of 1933, as Amended

            , 2002

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

   Entravision Communications Corporation (the "Issuer") is offering, upon and
subject to the terms and conditions set forth in the prospectus dated
            , 2002 (the "Prospectus"), and the enclosed letter of transmittal
(the "Letter of Transmittal"), to exchange (the "Exchange Offer") an aggregate
principal amount of up to $225,000,000 of its 8 1/8% Senior Subordinated Notes
due 2009 which have been registered under the Securities Act of 1933, as
amended, for a like principal amount of its issued and outstanding 8 1/8%
Senior Subordinated Notes due 2009 (the "Outstanding Notes"). The Exchange
Offer is being made in order to satisfy certain obligations of the Issuer
contained in the Exchange and Registration Rights Agreement dated as of
March 12, 2002 by and among the Issuer, certain subsidiaries of the Issuer and
the Initial Purchasers referred to therein.

   We are requesting that you contact your clients for whom you hold
Outstanding Notes regarding the Exchange Offer. For your information and for
forwarding to your clients for whom you hold Outstanding Notes registered in
your name or in the name of your nominee, or who hold Outstanding Notes
registered in their own names, we are enclosing the following documents:

    1. Prospectus dated             , 2002;

    2. The Letter of Transmittal for your use and for the information of your
       clients;

    3. A Notice of Guaranteed Delivery to be used to accept the Exchange Offer
       if certificates for Outstanding Notes are not immediately available or
       time will not permit all required documents to reach the Exchange Agent
       referred to below prior to the Expiration Date (as defined below) or if
       the procedure for book-entry transfer cannot be completed on a timely
       basis;

    4. A form of letter which may be sent to your clients for whose account you
       hold Outstanding Notes registered in your name or the name of your
       nominee, with space provided for obtaining such clients' instructions
       with regard to the Exchange Offer;

    5. Guidelines for Certification of Taxpayer Identification Number on
       Substitute Form W-9; and

    6. Return envelopes addressed to Union Bank of California, N.A., the
       Exchange Agent for the Exchange Offer.

YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON             , 2002, UNLESS EXTENDED BY THE ISSUER (SUCH
DATE, AS MAY BE EXTENDED BY THE ISSUER, IS REFERRED TO HEREIN AS THE
"EXPIRATION DATE"). OUTSTANDING NOTES TENDERED PURSUANT TO THE EXCHANGE OFFER
MAY BE WITHDRAWN AT ANY TIME PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.

<PAGE>

   To participate in the Exchange Offer, a duly executed and properly completed
Letter of Transmittal (or facsimile thereof or Agent's Message in lieu
thereof), with any required signature guarantees and any other required
documents, should be sent to the Exchange Agent and certificates representing
the Outstanding Notes, or a timely confirmation of the book-entry transfer of
such Outstanding Notes into the Exchange Agent's account at The Depository
Trust Company, should be delivered to the Exchange Agent, all in accordance
with the instructions set forth in the Letter of Transmittal and the Prospectus.

   If a registered holder of Outstanding Notes desires to tender, but such
Outstanding Notes are not immediately available, or time will not permit such
holder's Outstanding Notes or other required documents to reach the Exchange
Agent before the Expiration Date, or the procedure for book-entry transfer
cannot be completed on a timely basis, a tender may be effected by following
the guaranteed delivery procedures described in the Prospectus under the
heading "The Exchange Offer-Guaranteed Delivery Procedures."

   The Issuer will not pay any fee or commission to any broker or dealer or to
any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Outstanding Notes pursuant to the Exchange Offer.
The Issuer will, upon request, reimburse brokers, dealers, commercial banks and
trust companies for reasonable and necessary costs and expenses incurred by
them in forwarding the Prospectus and the related documents to the beneficial
owners of Outstanding Notes held by them as nominee or in a fiduciary capacity.

   The Issuer will pay or cause to be paid all stock transfer taxes applicable
to the exchange of Outstanding Notes pursuant to the Exchange Offer, except as
set forth in the Instructions in the Letter of Transmittal.

   Any requests for additional copies of the enclosed materials should be
directed to Union Bank of California, N.A., the Exchange Agent for the Exchange
Offer, at its address and telephone number set forth on the front of the Letter
of Transmittal.

                                            Very truly yours,

                                            ENTRAVISION COMMUNICATIONS
                                            CORPORATION

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL MAKE YOU OR ANY PERSON AN
AGENT OF THE ISSUER OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON
TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH
RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL.

Enclosures

                                      2

</TEXT>
</DOCUMENT>
</SUBMISSION>
