Fourth Amendment to Credit Agreement dated September 19, 2003



 EXHIBIT 10.1 
  
 FOURTH AMENDMENT TO CREDIT AGREEMENT 
  
 This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of September 19, 2003, is entered
into among (1) ENTRAVISION COMMUNICATIONS CORPORATION, a Delaware corporation (the “Borrower”), (2) the Lenders party to the Credit Agreement referred to below, (3) UNION BANK OF CALIFORNIA, N.A., as Arranging Agent for such Lenders
(in such capacity, the “Agent”), (4) UNION BANK OF CALIFORNIA, N.A., as Co-Lead Arranger and Joint Book Manager, (5) CREDIT SUISSE FIRST BOSTON, as Co-Lead Arranger, Administrative Agent and Joint Book Manager, (6) THE BANK OF NOVA
SCOTIA, as Syndication Agent, and (7) FLEET NATIONAL BANK, as Documentation Agent. 
  
 RECITALS 
  
 A. The
Borrower, the Lenders and the Agent previously entered into that certain Credit Agreement dated as of September 26, 2000 as amended by a First Amendment to Credit Agreement dated as of March 23, 2001, a Second Amendment to Credit Agreement dated as
of March 29, 2002 and a Third Amendment to Credit Agreement dated as of April 16, 2003 (said Agreement, as so amended, herein called the “Credit Agreement”). Capitalized terms used herein and not defined shall have the meanings
assigned to them in the Credit Agreement. 
  
 B. The Borrower has
requested that the Lenders extend the Activation Date for the Incremental Loans. The Lenders have agreed to such request, subject to the terms and conditions set forth herein. 
  
 NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree
as follows: 
  
 SECTION 1. Amendments to Credit Agreement.
The Credit Agreement is hereby amended as follows: 
  
 (a) In
Section 1.1 of the Credit Agreement, the definition of “Activation Date” is amended in its entirety to read as follows: 
  
 “‘Activation Date’: with respect to any Activation Notice presented hereunder, the date set forth therein as the
effective date of the portion of the Aggregate Incremental Loan Commitment to be activated pursuant thereto, which date must be during the period from and including the Closing Date to but excluding September 30, 2004.” 
  
 (b) Section 2.4(a) of the Credit Agreement is amended by deleting the
reference to “September 30, 2003” in the first sentence therein and substituting “September 30, 2004.” 
  
 SECTION 2. Conditions Precedent. This Amendment shall become effective as of the date first set forth above upon receipt by the Agent of the
following, in each case in form and substance satisfactory to the Agent: 







 (a) this Amendment, duly executed by the Borrower and consented to by the Majority
Lenders; 
  
 (b) evidence of the Guarantors’
consent to this Amendment; and 
  
 (c) such other
approvals, opinions, evidence and documents as any Lender, through the Agent, may reasonably request; and the Agent’s reasonable satisfaction as to all legal matters incident to this Amendment. 
  
 SECTION 3. Reference to and Effect on the Credit Agreement and the Other
Loan Documents. 
  
 (a) Upon the effectiveness of this
Amendment, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents
to “the Credit Agreement,” “thereunder,” “thereof,” “therein” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended hereby. 
  
 (b) Except as specifically amended herein, the Credit Agreement and all other
Loan Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. 
  
 (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Agent or the Lenders
under the Credit Agreement or any other Loan Documents, nor constitute a waiver of any provision of the Credit Agreement or any other Loan Documents, except as specifically set forth herein. 
  
 (d) This Amendment shall constitute a “Loan Document”. 

 
 SECTION 4. Representations and Warranties. The Borrower hereby
represents and warrants, for the benefit of the Lenders and the Agent, as follows: (i) the Borrower has all requisite power and authority under applicable law and under its charter documents to execute, deliver and perform this Amendment, and to
perform the Credit Agreement as amended hereby; (ii) all actions, waivers and consents (corporate, regulatory and otherwise) necessary or appropriate for the Borrower to execute, deliver and perform this Amendment, and to perform the Credit
Agreement as amended hereby, have been taken and/or received; (iii) this Amendment, and the Credit Agreement, as amended by this Amendment, constitute the legal, valid and binding obligation of the Borrower enforceable against it in accordance with
the terms hereof; (iv) the execution, delivery and performance of this Amendment, and the performance of the Credit Agreement, as amended hereby, will not (a) violate or contravene any material Requirement of Law, (b) result in any material breach
or violation of, or constitute a material default under, any agreement or instrument by which the Borrower or any of its property may be bound, or (c) result in or require the creation of any Lien upon or with respect to any properties of the
Borrower, whether such properties are now owned or hereafter acquired; (v) the representations and warranties contained in the Credit Agreement and the other Loan Documents are correct in all material respects on and as of the date of this
Amendment, before and after giving effect to the same, as though made on and as of such date; and (vi) no Default has occurred and is continuing. 
  

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 SECTION 5. Execution in Counterparts. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 
  
 SECTION 6. Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of
California (without reference to its choice of law rules). 
  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written. 
  

	ENTRAVISION COMMUNICATIONS CORPORATION
		
	 By:
	 	     /s/ WALTER F. ULLOA


	 Name: Walter F. Ulloa

	 Title: Chairman and Chief Executive Officer



  

	UNION BANK OF CALIFORNIA, N.A., as Arranging Agent and as a Lender
		
	 By:
	 	     /s/ MATTHEW H. FLEMING


	 Name: Matthew H. Fleming

	 Title: Vice President