Exhibit
      4.8  
 SECOND
        AMENDMENT AGREEMENT TO THE
 
 
 SIMPLE
        CREDIT AGREEMENT
 FOR
        UP TO
        THE EQUIVALENT IN PESOS, MEXICAN CURRENCY,
 OF
        THE
        AMOUNT OF USD $21,000,000.00, DATED MAY 16, 2006
 
 executed
        by and among
 
 
 
 Grupo
        Radio Centro, S.A.B. de C.V.,
 as
        Borrower;
 
 
 Radio
        Centro Publicidad, S.A. de C.V.,
 GRC
        Publicidad, S.A. de C.V.,
 GRC
        Medios, S.A. de C.V., and
 GRC
        Comunicaciones, S.A. de C.V.,
 as
        Several Obligors;
 
 and
 
 Desarrollos
        Empresariales, S.A. de C.V.,
 Radiodifusión
        Red, S.A. de C.V.,
 Inmobiliaria
        Radio Centro, S.A. de C.V., and
 Universal
        de Muebles e Inmuebles, S.A. de C.V.,
 as
        Guarantors;
 
 
 and
 
 
 GE
        Capital CEF México, S. de R.L. de C.V., and
 Banco
        Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero
        Inbursa,
 as
        Creditors
 
 
 
 June
        4,
        2008
 
 
 
 [4
        sets
        of initials]
 [stamp:]
        LEGAL, INBURSA [initials]
  1
  **SECOND
        AMENDMENT AGREEMENT** to the
        Simple Credit Agreement dated May 16, 2006 (the “ Agreement ”),
        executed by and among Grupo Radio Centro, S.A.B. de C.V., as borrower; Radio
        Centro Publicidad, S.A. de C.V., GRC Publicidad, S.A. de C.V., GRC Medios,
        S.A.
        de C.V. and GRC Comunicaciones, S.A. de C.V., as several obligors; Desarrollos
        Empresariales, S.A. de C.V., Radiodifusión Red, S.A. de C.V., Inmobiliaria Radio
        Centro, S.A. de C.V., and Universal de Muebles e Inmuebles, S.A. de C.V.,
        as
        guarantors; and GE Capital CEF México, S. de R.L. de C.V. and Banco Inbursa,
        S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, in accordance
        with the following antecedents, representations and clauses:
 
 **ANTECEDENTS**
 
 I. On
        May
        16, 2006, Grupo Radio Centro, S.A.B. de C.V. (the “ Borrower ”),
        GE
        Capital CEF México, S. de R.L. de C.V. and Banco Inbursa, S.A., Institución de
        Banca Múltiple, Grupo Financiero Inbursa (the “ Creditors ”),
        executed a Simple Credit Agreement (together with the amendment agreement
        referred to in point II below, along with this Second Amendment Agreement,
        and
        as this agreement may be amended in the future, the “ Credit
        Agreement ”),
        by
        virtue of which, among other agreements, the Creditors agreed to make available
        to the Borrower the equivalent in Pesos, Mexican Currency, of the amount
        of USD
        $21,000,000.00 Dollars.
 
 II. On
        May
        16, 2008, Grupo Radio Centro, S.A.B. de C.V., GE Capital CEF México, S. de R.L.
        de C.V. and Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero
        Inbursa, executed an Amendment Agreement to the Credit Agreement, by virtue
        of
        which they extended the drawdown date thereof until June 16, 2008.
 
 III. In
        keeping with their interests, the parties wish to execute this Agreement
        so as
        to make certain changes to the term and rate of the credit extended under
        the
        Credit Agreement, among other changes.
  The terms appearing with the first letter capitalized that are not defined
        in
        this Agreement will have the meaning attributed to these terms in the Credit
        Agreement.
 
 **REPRESENTATIONS**
 
 I.
              The
                  parties to this Agreement, through their legal representatives,
                  represent
                  that:
 
 (a)
        They
        reciprocally recognize and accept the capacity with which they execute this
        Agreement as well as the scope of the authority and powers of their
        representatives.
 
 (b)
        The
        Credit Agreement is in force on the date of this Agreement.
 
 
 
 
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        LEGAL, INBURSA [initials]
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  (c)
        It is
        in their interests to execute this Agreement for the purpose of amending
        certain
        terms and conditions of the Credit Agreement.
 
 II.
              GRC
                  Comunicaciones, S.A. de C.V., as a several obligor, represents,
                  under
                  penalty of perjury, that:
 
 (a)
        It is
        a variable capital corporation duly formed and operating under the laws of
        Mexico.
  (b)
        Its
        representative has the legal authority necessary to enter into binding
        agreements on its behalf under the terms of this Agreement, and this authority
        has not been modified, restricted, limited or revoked in any manner as of
        this
        date.
  (c)
        Its
        corporate bylaws authorize it to sign this Agreement and more specifically
        to
        appear at the signing and enter into a binding relationship as a several
        obligor
        of the Borrower.
  (d)
        Neither the signing of this Agreement nor the Credit Documents violate (i)
        its
        corporate bylaws, (ii) applicable legal provisions or regulations or (iii)
        its
        obligations to any of the Creditors (apart from those referred to in this
        Agreement) or to other creditors.
  (e)
        It is
        familiar with the content and scope of the Credit Agreement.
  (f)
        It
        recognizes all its rights and obligations under this Agreement, and it is
        willing to sign it and to incur the obligations established herein.
  (g)
        In
        keeping with its interests, it wishes to be among the Borrower's several
        obligors and guarantors with respect to each and every one of the obligations
        that the Borrower is assuming under this Agreement and it is ready to sign
        this
        Agreement with the Creditors.
 
 Pursuant
        to the foregoing Antecedents and Representations, the parties agree to be
        bound
        by the following:
 
 **CLAUSES**
 
 **ONE.** **Amendments** **.**
 
 **1.1** The
        parties agree to amend the first and third paragraphs of the Second Clause,
        so
        that their wording will be as follows:
 
 *“SECOND.
        Subject to the provisions of this Clause and the Ninth Clause of this Agreement,
        the Borrower may use the credit in one or more drawdowns (the “* *Drawdowns* *”),
        in amounts not less than USD $5,000,000.00 (five million and 00/100 Dollars),
        under the terms provided by the Third Clause, up to the total amount thereof,
        with the understanding that (i) it may not*
 
 
 
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        LEGAL, INBURSA [initials]
  3
  
 *withdraw
        those amounts paid again, and (ii) the Drawdowns must be made no later than
        June
        4, 2010.*
 
 *...*
 
 *If
        the credit is not entirely drawn down by or before June 4, 2010, the Creditors'
        obligation to pay out the amount of their respective commitments under the
        terms
        of the First Clause of this Agreement will terminate without entailing liability
        for them, unless the parties agree in writing to extend said term.
...”*
 
 **1.2** The
        parties agree to amend the Third Clause so that its wording will be as
        follows:
 
 *“THIRD.
        PURPOSE OF THE CREDIT. The Borrower may use the resources from this credit
        for
        any of the following purposes: (i) if the Judgment is contrary to the Borrower’s
        interests, the Borrower may draw down the credit and shall use the resources
        from this drawdown for payment of the obligations imposed under the Judgment
        (as
        this term is defined below); or (ii) for corporate uses; or (iii) for making
        capital expenditures.*
 
 *The
        foregoing is with the understanding that (A) for the purposes specified in
        point
        (i) of the first paragraph of this Clause, it shall draw down the credit
        in
        accordance with the provisions of the fourth paragraph of the Second Clause
        of
        this Agreement; and (B) for the purposes specified in points (ii) and (iii)
        of
        the first paragraph of this Clause, these purposes are related directly to
        the
        Borrower’s main line of business, and the Borrower will need the Creditors to
        authorize in advance and in writing for the resources from the credit to
        be used
        for these purposes, for which the Borrower will request the Creditors'
        authorization in writing, indicating the amount of the drawdown requested,
        as
        well as how the corresponding resources will be used. After receiving the
        Borrower's request, the Creditors must issue their answer within the next
        10
        (ten) calendar days, and this request may not be denied without justification,
        with the understanding that if said term expires without the Borrower having
        received a written response, it will be understood that the Creditors have
        not
        approved the use to which the corresponding resources will be put and therefore
        do not authorize the requested drawdown.*
 
 *For
        the purposes of this Agreement, “* *Judgment* *”
        means (i) the final judgment that orders the enforcement of the arbitral
        award
        by means of which the dispute specified in Annex “A” to this Agreement is
        settled, provided that it has attained the authority of res judicata, that
        is to
        say, it cannot be challenged through any ordinary or extraordinary legal
        remedies, or (ii) the execution of a settlement agreement that settles the
        dispute specified in Annex “A” to this Agreement, and this settlement agreement
        is recognized by the judicial authority of competent jurisdiction as res
        judicata.*
 
 
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        sets
        of initials]
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        LEGAL, INBURSA [initials]
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 *Once
        the credit has been drawn down, the Borrower agrees to provide, subject to
        a
        written request from the Creditors, any document (in original or copy) that
        evidences the proper application of the resources from the credit in accordance
        with this Clause.”*
 
 **1.3** The
        parties agree to amend the Fourth Clause so that its wording will be as
        follows:
 
 *“FOURTH.
        TERM OF THE AGREEMENT. The term of this Agreement will begin on the date
        of
        signing thereof and will end on the day corresponding to the fifth anniversary
        of the date of the first drawdown of the credit, with the understanding that
        the
        term of this Agreement will in no case exceed June 16, 2015 (the
“* *Expiration
        Date* *”).
        The established term may be expanded and/or extended by written agreement
        among
        the parties to this Agreement.”*
 
 **1.4** The
        parties agree to amend the Fifth Clause so that its wording will be as
        follows:
 
 *“FIFTH.
        PAYMENT OF THE CREDIT. Except as expressly indicated to the contrary in this
        Agreement, the Borrower agrees to pay to the Creditors, pro rata, in the
        percentage indicated in the First Clause of this Agreement, the unpaid principal
        sum of the credit in twenty (20) consecutive quarterly payments of principal
        on
        each Payment Date.*
 
 *For
        the purposes of this Clause, "* *Payment
        Date* *"
        means, with respect to the first repayment of principal, the first business
        day
        of the third month after the one in which the first drawdown of the credit
        was
        made, and the first business day of the calendar month that is 3 (three)
        months
        after the immediately preceding Payment Date with respect to the subsequent
        repayments, with the understanding that no Payment Date may occur later than
        the
        Expiration Date of this Agreement.*
 
 *The
        Borrower’s obligations are absolute: all payments of principal, interest and
        other amounts to be made by the Borrower pursuant to this Agreement must
        be made
        in Pesos, unconditionally, without right to any compensation. All payments
        arising from this Agreement or from the Promissory Notes must be made
        proportionally to the commitment of each Creditor in accordance with the
        provisions of the First Clause, by electronic funds transfer (with the
        understanding that electronic transfers originating from foreign currency
        exchange offices will not be received) to the appropriate accounts listed
        below,
        or to any other account that the corresponding Creditor indicates to the
        Borrower in writing with at least five (5) calendar days’
notice:*
 
 
 
 
 
 
 
 
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        sets
        of initials]
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        LEGAL, INBURSA [initials]
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  *a)
        GE
        Capital CEF México, S. de R.L. de C.V.:*
 
 *Account
        number 00448054193 of GE Capital CEF México S. de R.L. de C.V. at BBVA Bancomer,
        Sociedad Anónima.*
 
 *b)
        Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero
        Inbursa:*
 
 *Account
        of Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa,
        associated with this Agreement: the account that it will indicate in
        writing.*
 
 *Any
        payment received by any Creditor after 3:00 (three) p.m. (Mexico City, Mexico,
        time) will be considered as if it had been made on the next business day,
        and
        the applicable interest will continue to accrue.”*
 
 **1.5** The
        parties agree to amend the Sixth Clause of the Credit Agreement, so that
        the
        differential that must be added to the TIIE Rate to calculate the Interest
        Rate
        under the Credit Agreement is increased from 2.75 (two point seventy-five)
        percentage points to 3.00 (three point zero zero) percentage points. Therefore,
        the definition of Interest Rate shall be understood as the TIIE Rate plus
        3.00
        (three point zero zero) percentage points. The provisions of this paragraph
        will
        be applicable both to the Interest Rate as well as to the Replacement Interest
        Rate.
 
 **1.6** The
        parties agree to amend Section 9.2 of the Ninth Clause of the Credit Agreement
        to add a new paragraph (o), so that its wording will be as follows:
 
 *9.2
        CONDITIONS PRIOR TO THE DRAWDOWN OF CREDIT. ...*
 
 *(o)*  *provide
        to each of the Creditors a copy, certified by the Secretary of the Borrower’s
        Board of Directors, of this Board’s approval of the execution of the second
        amendment agreement to this Agreement, which shall occur on or at the latest,
        July 31, 2008.*
 
 **1.7** The
        parties agree to amend Section 14.2, paragraphs (a), (b) and (e) of the
        Fourteenth Clause of the Credit Agreement, so that its wording will be as
        follows:
 
 *14.2* *Financial
        Ratios* *.
        During the term of this Agreement the Borrower must at all times maintain
        the
        following financial ratios, which will be calculated for each completed
        quarterly period pursuant to the GAAP:*
 
 *(a)*  *Its
        Interest Coverage Ratio may not be less than 2.5 (two point five) to 1 (one)
        at
        any time.*
 
 
 
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  *(b)*  *Its
        Total Debt to EBITDA Ratio may not exceed 3 (three) to 1 (one) at any
        time.*
 
 *(c)*  *...*
 
 *(d)*  *...*
 
 *(e)*  *At
        no
        time may its Shareholders’ Equity be less than $850,000,000.00 (eight hundred
        fifty million Pesos), an amount that will be*
 updated
        at the end of each calendar year pursuant to the National Consumer Price
        Index
        published by the Bank of Mexico. ...”
 
 **1.8** The
        parties agree to amend Clause Twenty so that its wording will be as
        follows:
 
 *“TWENTY.
        TERMINATION. The Creditors expressly reserve the right to restrict the amount
        of
        their commitments and of the credit or the term in which the Borrower may
        make
        use of it, or both at the same time, or to terminate this Agreement, at any
        time, by means of a simple written notice issued to the Borrower (i) because
        the
        Borrower has incurred any Cause for Early Termination under this Agreement,
        the
        Trust Agreement or the Mortgage Agreements; (ii) if any governmental,
        administrative or judicial authority orders or prevents the Creditors from
        maintaining the credit or from complying with the obligations arising therefrom;
        (iii) if drawing down the credit becomes an illegal act; or (iv) if, in the
        opinion of the Creditors, any Material Adverse Change exists, or any material
        adverse change in the banking situation or in the international markets on
        a
        global scale.*
 
 *If
        this Agreement is terminated, the parties agree that the Borrower will remain
        obligated to pay the premiums, fees, expenses and other ancillary charges
        for
        the credit.*
 
 *If
        this Agreement is terminated, the parties may start negotiations for the
        purpose
        of determining new terms and conditions to reestablish the drawdown of the
        credit.*
 
 **TWO.** The
        parties acknowledge that the Creditors’ obligation to carry out the first
        drawdown of the credit will be subject to satisfaction of the conditions
        precedent mentioned in Section 9.2 of the Ninth Clause of the Credit Agreement
        on the date of this drawdown, including but not limited to the condition
        specified in paragraph f) of this Section, which consists, among other concepts,
        of providing to each of the Creditors the certificate of no encumbrances
        that
        evidences that the property located at Calle de Artículo 123, number 90, in
        Colonia Centro, Mexico, Federal District, is free of all encumbrances, liens,
        limitations of use or title, and/or precautionary or preemptive
        annotations.
 
 
 
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        sets
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        LEGAL, INBURSA [initials]
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  **THREE.** **Several
        Obligor** **.** GRC
        Comunicaciones, S.A. de C.V., hereby ratifies that it binds itself severally
        and
        assumes the capacity of several obligor of the Borrower under the Credit
        Agreement and the other Credit Documents and it appears at the signing of
        this
        Agreement to act, as it in effect acts, as a several obligor of the Borrower
        vis-à-vis the Creditors, in the terms of Article one thousand nine hundred
        eighty-seven, one thousand nine hundred eighty-eight, one thousand nine hundred
        eighty-nine and other applicable provisions of the Federal Civil Code and
        its
        correlative provisions in the other Civil Codes of the Mexican Republic,
        for
        which it is absolutely and unconditionally liable for the total and timely
        payment of each and every one of the obligations that arise or may arise
        for the
        Borrower under the Credit Agreement and other documentation related thereto.
        For
        this purpose it is considered that the obligations arising from the Credit
        Agreement are indivisible, for which GRC Comunicaciones, S.A. de C.V., as
        Several Obligor, is liable for the totality of the credit extended. Likewise,
        GRC Comunicaciones, S.A. de C.V., agrees to execute the Promissory Notes
        as a
        guarantee.
 
 GRC
        Comunicaciones, S.A. de C.V., accepts and agrees that any right or action
        that
        it may have against the Borrower, either pursuant to the Credit Agreement
        or for
        any other reason, will be subordinate to all the rights and actions of the
        Creditors against the Borrower or as established herein. Likewise, GRC
        Comunicaciones, S.A. de C.V., expressly agrees with the Creditors not to
        exercise the collection rights or any other actions that may correspond to
        it
        against the Borrower until the Creditors have received the full payment of
        the
        Borrower’s obligations under the Credit Agreement.
 
 Consequently,
        when the Credit Agreement and the other Credit Documents make reference to
        the
“Several Obligors,” the parties agree that this term will include GRC
        Comunicaciones, S.A. de C.V., which in this act assumes all the rights and
        obligations of the Several Obligors under the Credit Agreement and the Credit
        Documents.
 
 Likewise,
        GRC Comunicaciones, S.A. de C.V., hereby authorizes the Creditors, in the
        terms
        of the Twenty-Seventh Clause of the Agreement, to carry out the actions provided
        for in that Clause.
 
 **FOUR.** **Commitment
        Fee** **.** The
        Borrower hereby agrees to pay the Creditors a commitment fee equivalent to
        an
        annual 0.90% (zero point ninety percent) of the amount of the credit not
        drawn
        down by the Borrower during the twelve months following the date of signing
        of
        this Agreement. This fee will be payable by the Borrower on a quarterly basis
        on
        each Payment Date.
 
 If
        the
        Borrower does not draw down the credit in the last twelve months of the drawdown
        period provided in the Credit Agreement, the Borrower hereby agrees to pay
        the
        Creditors a commitment fee equivalent to an annual 1.15% (one point fifteen
        percent) of the amount of the credit not drawn down. This fee will be payable
        by
        the Borrower on a quarterly basis on each Payment Date.
 
 
 
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        LEGAL, INBURSA [initials]
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 The
        parties agree that payment of the fee specified in this Clause will be
        guaranteed by the Credit Documents.
 
 **FIVE.** **Term.
        No Novation** **.** The
        parties agree that the Credit Agreement, as it has been amended specifically
        by
        this Agreement, remains in full force and effect. All of the provisions
        established in the Credit Agreement that have not been expressly amended
        through
        the execution of this Agreement will remain in full force.
 
 The
        parties to this Agreement acknowledge and agree that the amendment described
        herein does not constitute a novation of the obligations contained in the
        Credit
        Agreement.
 
 **SIX.** **Headings** **.** The
        headings that are used in this Agreement are only to facilitate reference
        thereto and will not be used to interpret any provision of this
        Agreement.
 
 **SEVEN.** **Governing
        Law and Jurisdiction** **.** The
        parties agree that for the interpretation and performance of this Agreement,
        the
        laws of Mexico will govern, and they submit irrevocably to the jurisdiction
        of
        the courts of competent jurisdiction of Mexico City, Federal District, to
        hear
        any dispute that may arise with respect to the interpretation or performance
        of
        this Agreement, for which purpose the parties waive any other present or
        future
        domicile that may correspond to them for any other reason.
 
 {Following
        are the signature pages of this Agreement}
 
 
 [4
        sets
        of initials]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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        LEGAL, INBURSA [initials]
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  **IN
        WITNESS WHEREOF,** the
        parties execute this Agreement on June 4, 2008, in Mexico City, Federal
        District, in 4 (four) original copies, with two originals remaining in the
        possession of the Borrower (and the Several Obligors and the Guarantors),
        and
        one original in the possession of each of the Creditors.
 
 THE
        BORROWER
 
 Grupo
        Radio Centro, S.A.B. de C.V.
 
 
 /s/
                  Ana María Aguirre Gómez
              
              /s/
                  Rafael Felipe de Jesús Aguirre GómezBy:
                  Ana María Aguirre Gómez
                Position:
                  Legal Representative
              
              By:
                  Rafael Felipe de Jesús Aguirre Gómez
                Position:
                  Legal Representative/s/
                  Carlos de Jesús Aguirre
                  Gómez
              
              /s/
                  José Manuel Aguirre GómezBy:
                    Carlos de Jesús Aguirre Gómez
                  Position:
                    Legal Representative
              
              By:
                  José Manuel Aguirre Gómez
                Position:
                  Legal Representative
 
 
 THE
        SEVERAL OBLIGORS
 
 Radio
        Centro Publicidad, S.A. de C.V.,
 GRC
        Publicidad, S.A. de C.V.,
 GRC
        Medios, S.A. de C.V., and
 GRC
        Comunicaciones, S.A. de C.V.
 
 
 /s/
                  Ana María Aguirre Gómez
              
              /s/
                  Rafael Felipe de Jesús Aguirre GómezBy:
                  Ana María Aguirre Gómez
                Position:
                  Legal Representative
              
              By:
                  Rafael Felipe de Jesús Aguirre Gómez
                Position:
                  Legal Representative/s/
                  Carlos de Jesús Aguirre
                  Gómez
              
              /s/
                  José Manuel Aguirre GómezBy:
                  Carlos de Jesús Aguirre Gómez
                Position:
                  Legal Representative
              
              By:
                  José Manuel Aguirre Gómez
                Position:
                  Legal Representative
 
 
 [stamp:]
        LEGAL, INBURSA [initials]
 
 This
        signature page is part of the **SECOND
        AMENDMENT AGREEMENT** to
        the
        Simple Credit Agreement dated May 16, 2006 (the “ Agreement ”),
        executed by and among Grupo Radio Centro, S.A.B. de C.V., as borrower; Radio
        Centro Publicidad, S.A. de C.V., GRC Publicidad, S.A. de C.V., GRC Medios,
        S.A.
        de C.V., and GRC Comunicaciones, S.A. de C.V., as several obligors; Desarrollos
        Empresariales, S.A. de C.V., Radiodifusión Red, S.A. de C.V., Inmobiliaria Radio
        Centro, S.A. de C.V., and Universal de Muebles e Inmuebles, S.A. de C.V.,
        as
        guarantors; and GE Capital CEF México, S. de R.L. de C.V. and Banco Inbursa,
        S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, dated June 4,
        2008.
  10
  
 THE
        GUARANTORS
 
 Desarrollos
        Empresariales, S.A. de C.V.,
 Radiodifusión
        Red, S.A. de C.V.,
 Inmobiliaria
        Radio Centro, S.A. de C.V., and
 Universal
        de Muebles e Inmuebles, S.A. de C.V.
 
 
 /s/
                  Ana María Aguirre Gómez
              
              /s/
                  Rafael Felipe de Jesús Aguirre GómezBy:
                  Ana María Aguirre Gómez
                Position:
                  Legal Representative
              
              By:
                  Rafael Felipe de Jesús Aguirre Gómez
                Position:
                  Legal Representative/s/
                  Carlos de Jesús Aguirre Gómez
              
              /s/
                  José Manuel Aguirre GómezBy:
                  Carlos de Jesús Aguirre Gómez
                Position:
                  Legal Representative
              
              By:
                  José Manuel Aguirre Gómez
                Position:
                  Legal Representative
 
 
 THE
        CREDITORS
 
 
 GE
                  Capital CEF México, S. de R.L. de C.V.
              
              Banco
                  Inbursa, S.A., Institución de Banca
                Múltiple,
                  Grupo Financiero Inbursa/s/
                  Francisco José Garza Sota
              
              /s/
                  Luis Frías HumphreyBy:
                  Francisco José Garza Sota
                Position:
                  Legal Representative
              
              By:
                  Luis Frías Humphrey
                Position:
                  Legal Representative
 
 
 [stamp:]
        LEGAL, INBURSA [initials]
 
 
 
 
 
 
 
 
 This
        signature page is part of the **SECOND
        AMENDMENT AGREEMENT** to
        the
        Simple Credit Agreement dated May 16, 2006 (the “ Agreement ”),
        executed by and among Grupo Radio Centro, S.A.B. de C.V., as borrower; Radio
        Centro Publicidad, S.A. de C.V., GRC Publicidad, S.A. de C.V., GRC Medios,
        S.A.
        de C.V., and GRC Comunicaciones, S.A. de C.V., as several obligors; Desarrollos
        Empresariales, S.A. de C.V., Radiodifusión Red, S.A.
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  de
        C.V., Inmobiliaria Radio Centro, S.A. de C.V., and Universal de Muebles e
        Inmuebles, S.A. de C.V., as guarantors; and GE Capital CEF México, S. de R.L. de
        C.V. and Banco Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero
        Inbursa, dated June 4, 2008.
   12