Ex-10.4 Unconditional Guaranty dated January 4, 20



 





Exhibit
10.4




UNCONDITIONAL GUARANTY




January 4, 2007




SBS MIAMI BROADCAST CENTER, INC., a Delaware corporation

2601 S. Bayshore Drive

PH II

Coconut Grove, Florida 33133

(Hereinafter referred to as “Borrower”)




SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation

d/b/a SPANISH BROADCASTING SYSTEM OF DELAWARE, INC.

2601 S. Bayshore Drive

PH II

Coconut Grove, Florida 33133

(Hereinafter referred to as “Guarantor”)




Wachovia Bank, National Association

225 Water Street

Jacksonville, Florida 32202

(Hereinafter referred to as “Bank”)




To induce Bank to make, extend or renew loans, advances, credit, or other financial accommodations
to or for the benefit of Borrower, which are and will be to the direct interest and advantage of
the Guarantor, and in consideration of loans, advances, credit, or other financial accommodations
made, extended or renewed to or for the benefit of Borrower, which are and will be to the direct
interest and advantage of the Guarantor, Guarantor hereby absolutely, irrevocably and
unconditionally guarantees to Bank and its successors, assigns and affiliates the timely payment
and performance of all liabilities and obligations of Borrower to Bank and its affiliates,
including, but not limited to, all obligations under that certain Promissory Note dated of even
date herewith made by Borrower to the order of Bank in the original principal amount of
$7,650,000.00 (as the same may be amended or modified from time to time, the “Note”), that certain
Loan Agreement between Borrower and Bank dated of even date herewith (as the same may be amended or
modified from time to time, the “Loan Agreement”), that certain Mortgage, Assignment of Rents and
Security Agreement from Borrower in favor of Bank, to be recorded in the Public Records of
Miami-Dade County, Florida (as the same may be amended, modified, increased or extended from time
to time, the “Mortgage”) and the Loan Documents, as defined below, and all obligations of Borrower
to Bank or any of its affiliates under any swap agreement (as defined in 11 U.S.C. § 101, as in
effect from time to time), however and whenever incurred or evidenced, whether primary, secondary,
direct, indirect, absolute, contingent, due or to become due, now existing or hereafter contracted
or acquired, and all modifications, extensions and renewals thereof, (collectively, the “Guaranteed
Obligations”).



Guarantor further covenants and agrees:



GUARANTOR’S LIABILITY. This Guaranty is a continuing and unconditional guaranty of payment and
performance and not of collection. The parties to this Guaranty are jointly and severally
obligated together with all other parties obligated for the Guaranteed Obligations. This Guaranty
does not impose any obligation on Bank to extend or continue to extend credit or otherwise deal
with Borrower at any subsequent time. This Guaranty shall continue to be effective or be
reinstated, as the case may be, if at any time any payment of the Guaranteed Obligations is
rescinded, avoided or for any other reason must be returned by Bank, and the returned payment shall
remain payable as part of the Guaranteed Obligations, all as though such payment had not been made.
Except to the extent the provisions of this



 









 







Guaranty give Bank additional rights, this Guaranty shall not be deemed to supersede or replace any
other guaranties given to Bank by Guarantor; and the obligations guaranteed hereby shall be in
addition to any other obligations guaranteed by Guarantor pursuant to any other agreement of
guaranty given to Bank and other guaranties of the Guaranteed Obligations.



TERMINATION OF GUARANTY. Guarantor may terminate this Guaranty only by written notice, delivered
personally to or received by certified or registered United States Mail by an authorized officer of
Bank at the address for notices provided herein. Such termination shall be effective only with
respect to Guaranteed Obligations arising more than 15 days after the date such written notice is
received by said Bank officer. Such termination shall not be effective with respect to Guaranteed
Obligations (including any subsequent extensions, modifications or compromises of the Guaranteed
Obligations) then existing, or Guaranteed Obligations arising subsequent to receipt by Bank of said
notice if such Guaranteed Obligations are a result of Bank’s obligation to make advances pursuant
to a commitment, or are based on Borrower’s obligations to make payments pursuant to any swap
agreement (as defined in 11 U.S.C. § 101, as in effect from time to time), entered into prior to
expiration of the 15 day notice period, or are a result of advances which are necessary for Bank to
protect its collateral or otherwise preserve its interests. Termination of this Guaranty by any
single Guarantor will not affect the existing and continuing obligations of any other Guarantor
hereunder.



CONSENT TO MODIFICATIONS. Guarantor consents and agrees that Bank (and, with respect to swap
obligations, its affiliates) may from time to time, in its sole discretion, without affecting,
impairing, lessening or releasing the obligations of Guarantor hereunder: (a) extend or modify the
time, manner, place or terms of payment or performance and/or otherwise change or modify the credit
terms of the Guaranteed Obligations; (b) increase, renew, or enter into a novation of the
Guaranteed Obligations; (c) waive or consent to the departure from terms of the Guaranteed
Obligations; (d) permit any change in the business or other dealings and relations of Borrower or
any other guarantor with Bank; (e) proceed against, exchange, release, realize upon, or otherwise
deal with in any manner any collateral that is or may be held by Bank in connection with the
Guaranteed Obligations or any liabilities or obligations of Guarantor; and (f) proceed against,
settle, release, or compromise with Borrower, any insurance carrier, or any other person or entity
liable as to any part of the Guaranteed Obligations, and/or subordinate the payment of any part of
the Guaranteed Obligations to the payment of any other obligations, which may at any time be due or
owing to Bank; all in such manner and upon such terms as Bank may deem appropriate, and without
notice to or further consent from Guarantor. No invalidity, irregularity, discharge or
unenforceability of, or action or omission by Bank relating to any part of the Guaranteed
Obligations or any security therefor shall affect or impair this Guaranty.



WAIVERS AND ACKNOWLEDGMENTS. Guarantor waives and releases the following rights, demands, and
defenses Guarantor may have with respect to Bank (and, with respect to swap obligations, its
affiliates) and collection of the Guaranteed Obligations: (a) promptness and diligence in
collection of any of the Guaranteed Obligations from Borrower or any other person liable thereon,
and in foreclosure of any security interest and sale of any property serving as collateral for the
Guaranteed Obligations; (b) any law or statute that requires that Bank (and, with respect to swap
obligations, its affiliates) make demand upon, assert claims against, or collect from Borrower or
other persons or entities, foreclose any security interest, sell collateral, exhaust any remedies,
or take any other action against Borrower or other persons or entities prior to making demand upon,
collecting from or taking action against Guarantor with respect to the Guaranteed Obligations,
including any such rights Guarantor might otherwise have had under any applicable law; (c) any law
or statute that requires that Borrower or any other person be joined in, notified of or made part
of any action against Guarantor; (d) that Bank or its affiliates preserve, insure or perfect any
security interest in collateral or sell or dispose of collateral in a particular manner or at a
particular time, provided that Bank’s obligation to dispose of Collateral in a commercially
reasonable manner is not waived hereby; (e) notice of extensions, modifications, renewals, or
novations of the Guaranteed Obligations, of any new transactions or other relationships between
Bank, Borrower and/or any guarantor, and of changes in the financial condition of, ownership of, or
business structure of Borrower or any other guarantor; (f) presentment, protest, notice of
dishonor, notice of



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default, demand for payment, notice of intention to accelerate maturity, notice of acceleration of
maturity, notice of sale, and all other notices of any kind whatsoever to which Guarantor may be
entitled other than notices required hereunder or required under any of the other Loan Documents;
(g) the right to assert against Bank or its affiliates any defense (legal or equitable), set-off,
counterclaim, or claim that Guarantor may have at any time against Borrower or any other party
liable to Bank or its affiliates; (h) all defenses relating to invalidity, insufficiency,
unenforceability, enforcement, release or impairment of Bank or its affiliates’ lien on any
collateral, of the Loan Documents, or of any other guaranties held by Bank; (i) any right to which
Guarantor is or may become entitled to be subrogated to Bank or its affiliates’ rights against
Borrower or to seek contribution, reimbursement, indemnification, payment or the like, or
participation in any claim, right or remedy of Bank or its affiliates against Borrower or any
security which Bank or its affiliates now has or hereafter acquires, until such time as the
Guaranteed Obligations have been fully satisfied beyond the expiration of any applicable preference
period; (j) any claim or defense that acceleration of maturity of the Guaranteed Obligations is
stayed against Guarantor because of the stay of assertion or of acceleration of claims against any
other person or entity for any reason including the bankruptcy or insolvency of that person or
entity; and (k) the right to marshalling of Borrower’s assets or the benefit of any exemption
claimed by Guarantor. Guarantor acknowledges and represents that Guarantor has relied upon
Guarantor’s own due diligence in making an independent appraisal of Borrower, Borrower’s business
affairs and financial condition, and any collateral; Guarantor will continue to be responsible for
making an independent appraisal of such matters; and Guarantor has not relied upon Bank or its
affiliates for information regarding Borrower or any collateral.



FINANCIAL CONDITION. Guarantor warrants, represents and covenants to Bank and its affiliates that
on and after the date hereof: (a) the fair saleable value of Guarantor’s assets exceeds its
liabilities, Guarantor is meeting its current liabilities as they mature, and Guarantor is and
shall remain solvent; (b) all financial statements of Guarantor furnished to Bank are correct in
all material respects and accurately reflect the financial condition of Guarantor as of the
respective dates thereof; (c) since the date of such financial statements, there has not occurred a
material adverse change in the financial condition of Guarantor that would materially and adversely
affect the ability of Guarantor to perform its obligations hereunder; (d) there are not now pending
any court or administrative proceedings or undischarged judgments against Guarantor, no federal or
state tax liens have been filed or threatened against Guarantor, and Guarantor is not in default or
claimed default under any agreement that would materially and adversely affect the ability of
Guarantor to perform its obligations hereunder; and (e) at such reasonable times as Bank requests,
Guarantor will furnish Bank and its affiliates with such other financial information as Bank and
its affiliates may reasonably request.



INTEREST AND APPLICATION OF PAYMENTS. Regardless of any other provision of this Guaranty or other
Loan Documents, if for any reason the effective interest on any of the Guaranteed Obligations
should exceed the maximum lawful interest, the effective interest shall be deemed reduced to and
shall be such maximum lawful interest, and any sums of interest which have been collected in excess
of such maximum lawful interest shall be applied as a credit against the unpaid principal balance
of the Guaranteed Obligations. Prior to the occurrence of a Default, monies received from any
source by Bank or its affiliates for application toward payment of the Guaranteed Obligations may
be applied to such Guaranteed Obligations as required under the Loan Documents, and after the
occurrence of a Default, monies received from any source by Bank or its affiliates for application
toward payment of the Guaranteed Obligations may be applied to such Guaranteed Obligations in any
manner or order deemed appropriate by Bank and its affiliates.



DEFAULT. If any of the following events occur, a default (“Default”) under this Guaranty shall
exist: (a) failure of timely payment or performance of the Guaranteed Obligations, a default under
any Loan Document, or a default under any other contract or agreement of Guarantor with Bank or its
affiliates, beyond any applicable grace or cure periods, whether now existing or hereafter arising;
(b) a breach of any agreement or representation by Guarantor contained or referred to in the
Guaranty, or any of the Loan Documents, or contained in any other contract or agreement of
Guarantor with Bank or its affiliates, whether now existing or hereafter arising; (c) the
dissolution of, termination of existence of, loss of good



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standing status by, appointment of a receiver for, assignment for the benefit of creditors of, or
the commencement of any insolvency or bankruptcy proceeding by or against Guarantor that is not
dissolved or dismissed within forty-five (45) days and/or (d) any default in payment or performance
of any obligation under that certain First Lien Credit Agreement, among Guarantor, as borrower,
MERRILL LYNCH, PIERCE FENNER & SMITH, INCORPORATED, as syndication agent, Bank, as documentation
agent, LEHMAN COMMERCIAL PAPER INC., as administrative agent and other lenders, as lenders, dated
as of June 10, 2005 (as same may be amended, modified, extended or replaced from time to time, the
“Senior Credit Facility”) that is not waived and continues beyond any applicable grace and cure
periods.



If a Default occurs, the Guaranteed Obligations shall be due immediately and payable without
notice, other than Guaranteed Obligations under any swap agreements (as defined in 11 U.S.C. § 101,
as in effect from time to time) with Bank or its affiliates, which shall be due in accordance with
and governed by the provisions of said swap agreements, and, Bank and its affiliates may exercise
any rights and remedies as provided in this Guaranty and other Loan Documents, or as provided at
law or equity. Guarantor shall pay interest on the Guaranteed Obligations from such Default at the
highest rate of interest charged on any of the Guaranteed Obligations.



ATTORNEYS’ FEES AND OTHER COSTS OF COLLECTION. Guarantor shall pay all of Bank’s and its
affiliates’ reasonable expenses incurred to enforce or collect any of the Guaranteed Obligations,
including, without limitation, reasonable arbitration, paralegals’, attorneys’ and experts’ fees
and expenses, whether incurred without the commencement of a suit, in any suit, arbitration, or
administrative proceeding, or in any appellate, or bankruptcy proceeding.



SUBORDINATION OF OTHER DEBTS. Guarantor agrees: (a) to subordinate the obligations now or
hereafter owed by Borrower to Guarantor (“Subordinated Debt”) to any and all obligations of
Borrower to Bank or its affiliates now or hereafter existing while this Guaranty is in effect,
provided however that Guarantor may receive regularly scheduled principal and interest payments on
the Subordinated Debt so long as (i) all sums due and payable by Borrower to Bank and its
affiliates have been paid in full on or prior to such date, and (ii) no event or condition which
constitutes or which with notice or the lapse or time would constitute a Default with respect to
the Guaranteed Obligations shall be continuing on or as of the payment date; (b) Guarantor will
either place a legend indicating such subordination on every note, ledger page or other document
evidencing any part of the Subordinated Debt or deliver such documents to Bank; and (c) except as
permitted by this paragraph, Guarantor will not request or accept payment of or any security for
any part of the Subordinated Debt, and any proceeds of the Subordinated Debt paid to Guarantor,
through error or otherwise, shall immediately be forwarded to Bank by Guarantor, properly endorsed
to the order of Bank, to apply to the Guaranteed Obligations.



MISCELLANEOUS. Assignment. This Guaranty and other Loan Documents shall inure to the benefit of
and be binding upon the parties and their respective heirs, legal representatives, successors and
assigns. Bank’s interests in and rights under this Guaranty and other Loan Documents are freely
assignable, in whole or in part, by Bank to an “Eligible Assignee” upon thirty (30) days prior
notice to Borrower. For purposes hereof, “Eligible Assignee” shall mean a AA rated commercial
bank, finance company, insurance company or other financial institution that is engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in
the ordinary course of its business. Upon the occurrence of a Default, or unless required by
federal regulations, Bank’s interest in and rights under this Guaranty and other Loan Documents are
freely assignable, in whole or in part, by Bank. Any assignment shall not release Guarantor from
the Guaranteed Obligations. Organization; Powers. Guarantor (i) is a corporation duly organized,
validly existing and in good standing under the laws of its state of organization, and is
authorized to do business in each other jurisdiction wherein its ownership of property or conduct
of business legally requires such organization, (ii) has the power and authority to own its
properties and assets and to carry on its business as now being conducted and as now contemplated;
and (iii) has the power and authority to execute, deliver and perform, and by all necessary action
has authorized the execution, delivery and performance of, all of its obligations under this
Guaranty and any other Loan Document to which it is a party. Applicable Law; Conflict Between



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Documents. This Guaranty shall be governed by and construed under the laws of the state named in
Bank’s address shown above without regard to that state’s conflict of laws principles. If the
terms of this Guaranty should conflict with the terms of any commitment letter that survives
closing, the terms of this Guaranty shall control. Jurisdiction. Guarantor irrevocably agrees to
non-exclusive personal jurisdiction in the state named in Bank’s address shown above.
Severability. If any provision of this Guaranty or of the other Loan Documents shall be prohibited
or invalid under applicable law, such provision shall be ineffective but only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Guaranty or other Loan Documents. Notices. Any notices to Guarantor shall be
sufficiently given if in writing and mailed or delivered to Guarantor’s address shown above or such
other address as provided hereunder, with a copy to Greenberg Traurig, P.A., 1221 Brickell Avenue,
Miami, Florida 33131, Attn: Joel Goldman, Esq., and to Bank, if in writing and mailed or delivered
to Wachovia Bank, National Association, Mail Code VA7628, P.O. Box 13327, Roanoke, VA 24040 or
Wachovia Bank, National Association, Mail Code VA7628, 10 South Jefferson Street, Roanoke, VA 24011
or such other address as Bank may specify in writing from time to time. Bank’s failure to send
such courtesy copy to Guarantor’s counsel shall not in any way be deemed a failure to properly
deliver notice to Borrower. Notices to Bank must include the mail code. In the event that
Guarantor changes Guarantor’s address at any time prior to the date the Guaranteed Obligations are
paid in full, Guarantor agrees to promptly give written notice of said change of address to Bank by
registered or certified mail, return receipt requested, all charges prepaid. Plural; Captions.
All references in the Loan Documents to borrower, guarantor, person, document or other nouns of
reference mean both the singular and plural form, as the case may be, and the term “person” shall
mean any individual person or entity. The captions contained in the Loan Documents are inserted
for convenience only and shall not affect the meaning or interpretation of the Loan Documents.
Binding Contract. Guarantor by execution of and Bank by acceptance of this Guaranty agree that
each party is bound to all terms and provisions of this Guaranty. Amendments, Waivers and
Remedies. No waivers, amendments or modifications of this Guaranty and other Loan Documents shall
be valid unless in writing and signed by an officer of Bank. No waiver by Bank or its affiliates
of any Default shall operate as a waiver of any other Default or the same Default on a future
occasion. Neither the failure nor any delay on the part of Bank or its affiliates in exercising
any right, power, or privilege granted pursuant to this Guaranty and other Loan Documents shall
operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise or the exercise of any other right, power or privilege. All remedies available to
Bank or its affiliates with respect to this Guaranty and other Loan Documents and remedies
available at law or in equity shall be cumulative and may be pursued concurrently or successively.
Loan Documents. The term “Loan Documents” refers to all documents executed in connection with or
related to the Guaranteed Obligations and may include, without limitation, the Note, the Loan
Agreement, the Mortgage, and any amendments or supplements. LIMITATION ON LIABILITY; WAIVER OF
PUNITIVE DAMAGES. EACH OF THE PARTIES HERETO, INCLUDING BANK BY ACCEPTANCE HEREOF, AGREES THAT IN
ANY JUDICIAL, MEDIATION OR ARBITRATION PROCEEDING OR ANY CLAIM OR CONTROVERSY BETWEEN OR AMONG THEM
THAT MAY ARISE OUT OF OR BE IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY
OTHER AGREEMENT OR DOCUMENT BETWEEN OR AMONG THEM OR THE OBLIGATIONS EVIDENCED HEREBY OR RELATED
HERETO, IN NO EVENT SHALL ANY PARTY HAVE A REMEDY OF, OR BE LIABLE TO THE OTHER FOR, (1) INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES OR (2) PUNITIVE OR EXEMPLARY DAMAGES. EACH OF THE PARTIES HEREBY
EXPRESSLY WAIVES ANY RIGHT OR CLAIM TO PUNITIVE OR EXEMPLARY DAMAGES THEY MAY HAVE OR WHICH MAY
ARISE IN THE FUTURE IN CONNECTION WITH ANY SUCH PROCEEDING, CLAIM OR CONTROVERSY, WHETHER THE SAME
IS RESOLVED BY ARBITRATION, MEDIATION, JUDICIALLY OR OTHERWISE. Final Agreement. This Agreement
and the other Loan Documents represent the final agreement between the parties and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties.
There are no unwritten oral agreements between the parties.



FINANCIAL COVENANTS. Guarantor agrees to the following provisions from the date hereof until final
payment in full of the Guaranteed Obligations, unless Bank shall otherwise consent in writing,
using the financial information for Guarantor, its subsidiaries, affiliates and its holding or
parent company, as



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applicable: Deposit Relationship. Guarantor shall maintain a depository relationship with Bank.
Liquidity Requirement. Guarantor shall, at all times, maintain Available Liquidity of not less
than 1.2 times the then outstanding principal balance of the Loan. For the purposes hereof,
“Available Liquidity” shall mean the aggregate of (i) total unpledged cash, and (ii) unpledged Cash
Equivalents (as defined herein). Cash and Cash Equivalents held in all partnerships or trusts will
not contribute to the calculation of Available Liquidity unless and until the Guarantor
demonstrates, in form satisfactory to Bank, in Bank’s reasonable discretion, that it has an
uncontested legal right to use said cash and Cash Equivalents to satisfy its obligations at will
and without approval by any third party. “Cash Equivalents” shall mean readily marketable,
publicly traded securities meeting one of the following criteria: (i) shares of common or preferred
stock traded on the NYSE, AMEX, or NASDAQ with a share price greater than $10.00, (ii) debt
instruments rated BBB or higher by Moody’s Investors Service (or receiving an equivalent rating
from another recognized rating agency), (iii) mutual fund shares containing shares of common or
preferred stock traded on the NYSE, AMEX, or NASDAQ with a share price greater than $10.00 or debt
instruments rated BBB or higher by Moody’s Investors Service (or receiving an equivalent rating
from another recognized rating agency), or (iv) such other securities as may be acceptable to Bank
in Bank’s reasonable discretion. In the event the Guarantor fails to provide Bank with evidence of
such Available Liquidity within ten (10) days of Bank’s written request, such failure shall
constitute a Default hereunder, under the Note and under the other Loan Documents.



FINANCIAL AND OTHER INFORMATION. Guarantor shall deliver to Bank such information as Bank may
reasonably request from time to time, including without limitation, financial statements and
information pertaining to Guarantor’s financial condition. Such information shall be true,
complete, and accurate in all material respects.



ANNUAL FINANCIAL STATEMENTS. Guarantor shall deliver to Bank, within 90 days after the close of
each fiscal year, audited financial statements reflecting its operations during such fiscal year,
including, without limitation, a balance sheet, profit and loss statement and statement of cash
flows, with supporting schedules and in reasonable detail, prepared in conformity with generally
accepted accounting principles, applied on a basis consistent with that of the preceding year. All
such statements shall be examined by an independent certified public accountant reasonably
acceptable to Bank. The opinion of such independent certified public accountant shall not be
acceptable to Bank if qualified due to any limitations in scope imposed by Guarantor or any other
person or entity. Any other qualification of the opinion by the accountant shall render the
acceptability of the financial statements subject to Bank’s approval. Any filings with the United
States Securities and Exchange Commission are deemed to have been delivered to Lender upon filing.



WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF GUARANTOR BY EXECUTION
HEREOF AND BANK BY ACCEPTANCE HEREOF, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT
EACH MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS GUARANTY, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE EXECUTED
IN CONNECTION WITH THIS GUARANTY, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH RESPECT HERETO. THIS PROVISION IS A MATERIAL
INDUCEMENT TO BANK TO ACCEPT THIS GUARANTY. EACH OF THE PARTIES AGREES THAT THE TERMS HEREOF SHALL
SUPERSEDE AND REPLACE ANY PRIOR AGREEMENT RELATED TO ARBITRATION OF DISPUTES BETWEEN THE PARTIES
CONTAINED IN ANY LOAN DOCUMENT OR ANY OTHER DOCUMENT OR AGREEMENT HERETOFORE EXECUTED IN CONNECTION
WITH, RELATED TO OR BEING REPLACED, SUPPLEMENTED, EXTENDED OR MODIFIED BY, THIS GUARANTY.



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IN WITNESS WHEREOF, Guarantor, on the day and year first written above, has caused this
Unconditional Guaranty to be duly executed under seal.



	 	 	 	 	 
	 	SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation d/b/a

SPANISH BROADCASTING SYSTEM OF DELAWARE, INC.

 	 
	 	By:  	/s/ Joseph A. Garcia
               (SEAL)	 
	 	 	Joseph A. Garcia, Executive Vice President 	 
	 	 	 	 
	 



State of Florida

County of Miami-Dade





The foregoing instrument was acknowledged this day by Joseph A. Garcia, as Executive Vice
President of SPANISH BROADCASTING SYSTEM, INC., a Delaware corporation d/b/a SPANISH BROADCASTING
SYSTEM OF DELAWARE, INC. on behalf of the corporation, who is personally known to me or who has
produced ___as identification.



Witness my hand and official seal, this _____ day of December, 2006.




	 	 	 
	 

	 	______________________________, Notary Public
	Notary Seal
	 	 
	 

	 	______________________________
	 

	 	(Printed Name of Notary)
	 
	 

	 	Commission Expires: ___________________________
	 
	 

	 	Commission Number: ___________________________








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