Exhibit
4.9




THIRD
AMENDMENT AGREEMENT TO THE




SIMPLE
CREDIT OPENING AGREEMENT


UP TO AN
AMOUNT EQUIVALENT IN PESOS, MEXICAN


CURRENCY,
TO THE SUM OF US$21'000,000.00,


DATED MAY
16, 2006




executed
by and between




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.,


GRC
Comunicaciones, S.A. de C.V.,


as Joint
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 Bienes Muebles e Inmuebles, S.A. de C.V.,


as
Guarantors




and




Banco
Inbursa, S.A., Institución de Banca Múltiple,


Grupo
Financiero Inbursa,


as
Lender




May 14,
2009.




1




THIRD AMENDMENT AGREEMENTto
the Simple Credit Opening Agreement dated May 16, 2006 (the “Amendment
Agreement”), executed by and between 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 Joint
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 Bienes Muebles e
Inmuebles, S.A. de C.V., as Guarantors, and Banco Inbursa, S.A., Institución de
Banca Múltiple, Grupo Financiero Inbursa, as Lender, pursuant to the following
antecedents, representations and articles:




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 “Lenders”),
      executed a Simple Credit Opening Agreement (the “Loan
      Agreement”) under which, among other things, the Lenders agreed to
      make available to the Borrower an amount equivalent in Pesos, Mexican
      currency, to the sum of US$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 the Lender executed an Amendment Agreement to the
      Loan Agreement (the “First Amendment Agreement”), under which they
      extended the date of disbursement thereof to June 16,
  2008.




2




III.
            On
      June 04, 2008, Grupo Radio Centro, S.A.B. de C.V., GE Capital CEF México,
      S. de R.L. de C.V. and the Lender executed a Second Amendment Agreement to
      the Loan Agreement, under which several conditions of the Loan Agreement
      and of the First Amendment Agreement were amended (the “Second Amendment
      Agreement”).




IV.
            On
      December 11, 2008, Grupo Radio Centro, S.A.B. de C.V., GE Capital CEF
      México, S. de R.L. de C.V., in its capacity as Borrower, GE Capital CEF
      México, S. de R.L. de C.V., in its capacity as “Assignor”, and Banco
      Inbursa, S.A., Institución de Banca Múltiple, Grupo Financiero Inbursa, in
      its capacity as “Assignee”, executed a Rights Assignment Agreement (the
      “Assignment Agreement”), under which GE Capital CEF México, S. de R.L. de
      C.V., assigned to Banco Inbursa, S.A., Institución de Banca Múltiple,
      Grupo Financiero Inbursa, the rights and obligations under the Loan
      Agreement, the First Amendment Agreement and the Second Amendment
      Agreement.




Capitalized
terms not defined under this Amendment Agreement shall have the meanings
ascribed to them under the Loan Agreement, the First Amendment Agreement, the
Second Amendment Agreement and the Assignment Agreement.




3




REPRESENTATIONS




I.
            The
      parties to this Amendment Agreement, through their legal representatives,
      hereby state that:




(a) They
acknowledge and accept each other the capacity in which they execute this
Amendment Agreement and the scope of the authorities and powers of their
representatives.




(b) The
Loan Agreement, the First Amendment Agreement and the Second Amendment Agreement
are in full force and effect on the date of this Amendment
Agreement.




(c) It is
in their best interest to execute this Amendment Agreement in order to amend
certain terms and conditions of the Loan Agreement, the First Amendment
Agreement and the Second Amendment Agreement.




4




(d)
Payment or any other obligations of the Borrower under the Loan Agreement, the
First Amendment Agreement and the Second Amendment Agreement are currently
guaranteed by: (1) a first priority mortgage created by Inmobiliaria Radio
Centro, S.A. de C.V. in favor of the Lender on the office building located at
Avenida de Los Constituyentes number 1154, Colonia Lomas Altas, Delegación
Miguel Hidalgo, Mexico City, Federal District, as evidenced in public instrument
number 94,755, dated December 11, 2008, issued by Mr. Francisco José Visoso del
Valle, acting as an associate in the notarial book of Mr. José Visoso del Valle;
and (2) first priority mortgage created by the Borrower and Universal de Muebles
e Inmuebles, S.A. de C.V. in favor of the Lender on the following real
properties: (i) the house located at Artículo Ciento Veintitrés number 90,
Colonia Centro, Delegación Cuauhtémoc, Mexico City, Federal District; (ii) the
real property located at Plutarco Elías Calles number 21, Colonia Granjas
México, Delegación Iztacalco, Mexico City, Federal District; (iii) the real
property located at Constitución de la República number 188, Colonia Ampliación
Providencia, Delegación Gustavo A. Madero, Mexico City, Federal District; (iv)
the real property located at Atenas number 9, Colonia Juárez, Delegación
Cuauhtémoc, Federal District; and (v) the real property located at Avenida
Presidente Juárez, Kilometer 15.5, Tlalnepantla, State of México (the “Mortgaged Real
Properties”), as evidenced in public instrument number 93,023, dated June
04, 2008, issued by Mr. Francisco José Visoso del Valle, acting as an associate
in the notarial book of Mr. José Visoso del Valle (the mortgage guarantees so
created shall be hereinafter referred to as the “Real Properties”);




Pursuant
to the foregoing Antecedents and Representations, the parties hereby bind
themselves pursuant to the following:




5




ARTICLES




ONE.Amendments.




1.1
            The
      parties hereby agree to amend Article One of the Loan Agreement, so that
      the total amount of US$21'000,000.00 (TWENTY ONE MILLION 00/100 DOLLARS,
      LAWFUL CURRENCY OF THE UNITED STATES OF AMERICA) is divided
      into:




A)
            The
      amount of US$14'000,000.00 (FOURTEEN MILLION 00/100 DOLLARS, LAWFUL
      CURRENCY OF THE UNITED STATES OF AMERICA) or the equivalent thereof in
      Pesos, Mexican currency, hereinafter referred to as Tranche
      "A".




B)
            The
      amount of US$7'000,000.00 (SEVEN MILLION 00/100 DOLLARS, LAWFUL CURRENCY
      OF THE UNITED STATES OF AMERICA) or the equivalent thereof in Pesos,
      Mexican currency, hereinafter referred to as Tranche
  “B”.




Tranche
“A” referred to in this Agreement is not a revolving credit, that is, when each
disbursement is paid, the sum of the Loan Agreement shall not be reestablished
in whole or in part and Tranche “B” referred to in this Agreement is a revolving
credit, that is, when any disbursement is paid, the sum of the Loan Agreement
shall be reestablished in whole or in part.




Whenever
the term Loan Agreement is used in this instrument, it shall be deemed to
comprise jointly Tranche “A” and Tranche “B”.




6




1.2
            The
      parties hereby agree to amend Article Two of the Loan Agreement, so that
      Tranche “B” is be able to disburse again any amounts that shall have been
      paid and the authorization of the Borrower is not required to disburse
      them, as long as it is in compliance with its obligations under the Loan
      Agreement, the First Amendment Agreement, the Second Amendment Agreement
      and this Amendment Agreement.




1.3
            The
      parties hereby agree to amend Article Three of the Loan Agreement, so
      that, regarding Tranche “B”, the funds shall be earmarked to cover cash or
      working capital needs.




1.4
            The
      parties hereby agree to amend Article Six of the Loan Agreement, provided
      that the applicable rate shall be: i) for Tranche “A”, the difference that
      must be added to the TIIE Rate to calculate the Interest Rate under the
      Loan Agreement shall be increased to 5.5 (five point five) percentage
      points. Due to the foregoing, the definition of Interest Rate for Tranche
      “A” must be understood as the TIIE Rate plus 5.5 (five point five)
      percentage points; ii) for Tranche “B”, the rate and method of payment of
      interest individually agreed in each Promissory Note upon the terms of the
      Loan Agreement, the First Amendment Agreement and the Second Amendment
      Agreement; or iii) for both Tranches, the fixed rate agreed in each
      Promissory Note. The provisions of this paragraph shall be applicable both
      to the Interest Rate and to the Substitute Interest
  Rate.




7




The
interest rate on the disbursements made under the Loan Agreement, the First
Amendment Agreement and the Second Amendment Agreement may be revised and
adjusted pursuant to the individual provisions of each Promissory Note, except
in such cases when a fixed rate is established.




The mere
subscription of the Promissory Notes evidencing the provisions of the Loan
Agreement by the Borrower shall imply the acceptance and agreement to the rate
and method of payment of interest set forth therein.




In the
event that the instruments stated in the Promissory Notes as reference to
establish the ordinary interest rate disappear in whole without being
substituted, the parties hereby agree to substitute the corresponding Promissory
Notes within 5 (five) Business Days of such event or, otherwise, the
acceleration of this instrument and of the corresponding Promissory Notes shall
occur, except in the case of a fixed rate.




The
Borrower hereby accepts any amendments that may result based on the foregoing
without prior notice and without an Amendment Agreement being executed in each
case.




The
computation of both ordinary and default interest provided in the following
Article shall be accrued on a 360 (three hundred and sixty) day-year basis and
the actual number of days elapsed.




8




1.5
            The
      parties hereby agree to amend Article Eight as follows: i) item 8.6 of the
      Loan Agreement, so that the Borrower does not make any mandatory
      prepayment for the transfer referred to in item 1.7of this Amendment
      Agreement, provided that it must accrue no commission for prepayment; and
      ii) item 8.7 of the Loan Agreement, so that the Real Estate Guarantee
      Coverage Ratio (as defined under the Loan Agreement) of the Borrower is
      not less than 1.5 (one point five) to 1 (one) without computing the Real
      Properties which release is requested by the Borrower in the calculation
      of such Ratio. The parties hereby agree that such releases may only and
      exclusively be made on a yearly basis, on the anniversary of the date of
      disbursement or the Loan Agreement, on which date the Real Estate
      Guarantee Coverage Ratio (as defined in the Loan Agreement) shall be
      calculated based on the last appraisal made upon the terms of this
      Agreement.




1.6
            The
      parties hereby agree to amend Article Nine, item 9.2, subparagraph n) of
      the Loan Agreement, so that the appraisal value of the Real Properties is
      not less than the Inbursa Commitment amount (as such term is defined under
      the Loan Agreement) multiplied by 1.5 (one point
  five).




1.7
            The
      parties hereby agree to amend Article Fifteen, item 15.4 of the Loan
      Agreement, so that the Borrower may transfer up to 75% (seventy-five
      percent) of its corporate interest in the capital stock, solely and
      exclusively with respect to its subsidiary, Grupo Radio Centro LA, LLC, in
      the United States of America.




9




TWO.Joint
Obligation. The Joint Obligors hereby ratify that they jointly bind
themselves and become Joint Obligors of the Borrower under the Loan Agreement,
the First Amendment Agreement, the Second Amendment Agreement and the other Loan
Documents and participate in the execution of this Amendment Agreement to
become, and they indeed become, Joint Obligors of the Borrower vis-à-vis the
Lender, upon the terms of Articles one thousand nine hundred and eighty-seven,
one thousand nine hundred and eighty-eight and one thousand nine hundred and
eighty-nine and other applicable Articles of the Federal Civil Code and their
correlative Articles of the other Civil Codes for the Mexican Republic;
therefore, they shall be absolutely and unconditionally liable for the full and
timely payment of each and all the obligations of the Borrower under the Loan
Agreement and other documentation related thereto. For such purposes, the
obligations derived from the Loan Agreement are deemed to be indivisible;
therefore, the Joint Obligors are liable for all the extended credit. Likewise,
the Joint Obligors agree to subscribe the Promissory Notes as guarantors
(aval).




10




The Joint
Obligors hereby accept and agree that any right or action they may have against
the Borrower, whether by virtue of the Loan Agreement, the First Amendment
Agreement and the Second Amendment Agreement or otherwise, shall be subordinated
to all the rights and actions of the Lender against the Borrower or pursuant to
the provisions hereof. Likewise, the Joint Obligors hereby expressly agree with
the Lender not to exercise the collection rights or any other actions that may
correspond to them against the Borrower until the Lender shall have received the
full payment of the obligations of the Borrower under the Loan Agreement, the
First Amendment Agreement and the Second Amendment Agreement.




By virtue
of the foregoing, whenever reference is made to the “Joint Obligors” in the Loan
Agreement, the First Amendment Agreement, the Second Amendment Agreement and the
other Loan Documents, the parties hereby agree that such term shall include
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., which hereby undertake all
the rights and obligations of the Joint Obligors under the Loan Agreement, the
First Amendment Agreement, the Second Amendment Agreement and the Loan
Documents.




Likewise,
the Joint Obligors hereby authorize the Lender, upon the terms of Article
Twenty-Seven of the Agreement, to take the actions provided by such
Article.




THREE.Term. No
Novation.The
parties hereby agree that the Loan Agreement, the First Amendment Agreement and
the Second Amendment Agreement have been specifically amended by this Amendment
Agreement, and continue in full force and effect. All the provisions of the Loan
Agreement, the First Amendment Agreement and the Second Amendment Agreement not
expressly amended by the execution of this Amendment Agreement shall continue in
full force.




11




The
parties to this Amendment Agreement hereby acknowledge and agree that the
amendment contained herein does not constitute a novation of the obligations
contemplated by the Loan Agreement, the First Amendment Agreement and the Second
Amendment Agreement.




FOUR.Applicable
Law and Jurisdiction.The parties hereby agree that for the construction and performance of
this Amendment Agreement, Mexican law shall be applicable and the parties
irrevocably submit themselves to the jurisdiction of the competent courts for
Mexico City, Federal District, to hear any controversy that may arise by virtue
of the construction or performance of this Amendment Agreement, for which
purpose the parties hereby waive any jurisdiction that may correspond to them by
reason of their present or future domiciles.




[Signature
pages of this Amendment Agreement]




12




IN WITNESS WHEREOF,the
parties hereto execute this Amendment Agreement in Mexico City, Federal
District, on May 14, 2009, in 3 (three) original counterparts. Two original
counterparts shall remain with the Borrower (and the Joint Obligors and the
Guarantors), and one original counterpart shall remain with the
Lender.




THE
BORROWER




Grupo
Radio Centro, S.A.B. de C.V.




/s/ Ana María
      Aguirre Gómez
                        
                        /s/ María Esther
      Aguirre GómezBy:
      Ana María Aguirre Gómez
                        
                        By:
      María Esther Aguirre GómezTitle:
      Attorney-in-fact
                        
                        Title:
      Attorney-in-fact/s/ Carlos de
      Jesús Aguirre Gómez
                        
                        /s/ José Manuel
      Aguirre GómezBy:
      Carlos de Jesús Aguirre Gómez (also
                        
                        By:
      José Manuel Aguirre Gómezknown
      as Carlos Aguirre Gómez)
                        
                        Title:
      Attorney-in-factTitle:
      Attorney-in-fact




THE JOINT
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/ María Esther
      Aguirre GómezBy:
      Ana María Aguirre Gómez
                    
                    By:
      María Esther Aguirre GómezTitle:
      Attorney-in-fact
                    
                    Title:
      Attorney-in-fact
  13
  /s/ Carlos de
      Jesús Aguirre Gómez
                    
                    /s/ José Manuel
      Aguirre GómezBy:
      Carlos de Jesús Aguirre Gómez (also
                    
                    By:
      José Manuel Aguirre Gómezknown
      as Carlos Aguirre Gómez)
                    
                    Title;
      Attorney-in-factTitle:
      Attorney-in-fact
  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 Bienes Muebles e Inmuebles, S.A. de C.V.
 
 /s/ Ana María
      Aguirre Gómez
                          
                          /s/ María Esther
      Aguirre GómezBy:
      Ana María Aguirre Gómez
                          
                          By:
      María Esther Aguirre GómezTitle:
      Attorney-in-fact
                          
                          Title:
      Attorney-in-fact/s/ Carlos de
      Jesús Aguirre Gómez
                          
                          /s/
       José Manuel Aguirre GómezBy:
      Carlos de Jesús Aguirre Gómez (also
                          
                          By:
      José Manuel Aguirre Gómezknown
      as Carlos Aguirre Gómez)
                          
                          Title:
      Attorney-in-factTitle:
      Attorney-in-fact
  THE
LENDER
 
 Banco
Inbursa, S.A. de C.V., Institución de Banca Múltiple,
 Grupo
Financiero Inbursa
 
 /s/ Luis Frías
      HumphreyBy:
      Luis Frías HumphreyTitle:
      Legal Representative




14




These
signature pages are part of the THIRDAMENDMENT AGREEMENTto the
Simple Credit Opening Agreement dated May 16, 2006 (the “Amendment
Agreement”), executed by and between 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 joint
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 Bienes Muebles e
Inmuebles, S.A. de C.V., as guarantors, and Banco Inbursa, S.A., Institución de
Banca Múltiple, Grupo Financiero Inbursa, dated May 14, 2009.




15