**INDEMNIFICATION AGREEMENT**     INDEMNIFICATION AGREEMENT, dated as of October 1, 2007 between Spanish Broadcasting System,Inc., a Delaware corporation (the “Company”), and Mitchell A. Yelen (“Indemnitee”).     WHEREAS, it is essential that the Company retain as directors and executive officers the mostcapable persons available;     WHEREAS, Indemnitee is a director of the Company;     WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and otherclaims being asserted against directors of public companies in today’s environment;     WHEREAS, the Third Amended and Restated Certificate of Incorporation of the Company (the“Charter”) requires the Company to indemnify directors, officers and certain other persons to thefullest extent permitted by law and Indemnitee will serve as a director of the Company in part inreliance on the Charter;     WHEREAS, in recognition of Indemnitee’s need for substantial protection against personalliability and to provide Indemnitee with specific contractual assurance that the protectionprovided by the Charter will be available to Indemnitee (regardless of, among other things, anyamendment to or revocation of the Charter or any change in the composition of the Company’s Boardof Directors or any acquisition transaction relating to the Company), the Company wishes to providein this agreement for the indemnification of and the advancement of expenses to Indemnitee to thefullest extent permitted by law and as set forth in this agreement, and, to the extent insurance ismaintained, for the continued coverage of Indemnitee under the Company’s directors’ and officers’liability insurance policies.     NOW, THEREFORE, in consideration of the premises and intending to be legally bound hereby, theparties hereto agree as follows:
 

 
I. **Certain Definitions.**     A. *Change in Control:*shall be deemed to have occurred if, (i) any “person” (as such term isused in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than atrustee or other fiduciary holding securities under an employee benefit plan of the Company or acorporation owned directly or indirectly by the stockholders of the Company in substantially thesame proportions as their ownership of stock of the Company, becomes the “beneficial owner” (asdefined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Companyrepresenting 15% or more of the total voting power represented by the Company’s then outstandingVoting Securities, or (ii) during any period of two consecutive years, individuals who at thebeginning of such period constitute the Board of Directors of the Company and any new directorwhose election by the Board of Directors or nomination for election by the Company’s stockholderswas approved by a vote of at least two-thirds (2/3) of the directors then still in office whoeither were directors at the beginning of the period or whose election or nomination for electionwas previously so approved, cease for any reason to constitute a majority thereof, or (iii) thestockholders of the Company approve a merger or consolidation of the Company with any othercorporation, other than a merger or consolidation which would result in the Voting Securities ofthe Company outstanding immediately prior thereto continuing to represent (either by remainingoutstanding or by being converted into Voting Securities of the surviving entity) at least 80% ofthe total voting power represented by the Voting Securities of the Company or such surviving entityoutstanding immediately after such merger or consolidation, or the stockholders of the Companyapprove a plan of complete liquidation of the Company or an agreement for the sale or dispositionby the Company of (in one transaction or a series of transactions) all or substantially all of theCompany’s assets.     B. *Claim:*any threatened, pending or completed action, suit, proceeding, arbitration,alternate dispute resolution mechanism, (whether civil, criminal, administrative or investigative,whether instituted by or in the right of the Company or any other party, that Indemnitee in goodfaith believes might lead to the institution of any such action, suit, proceeding, arbitration oralternate dispute resolution mechanism, whether civil, criminal, administrative or investigative,arising from or in connection with the fact that Indemnitee, or a person for whom Indemnitee is thelegal representative, is or was a director or officer of the Company, or is or was serving at therequest of the Company as a director, officer, employee or agent of another corporation or of apartnership, joint venture, trust, enterprise or nonprofit entity, including service with respectto employee benefit plans.     C. *Expenses:*include reasonable attorneys’ fees and all other costs, expenses and obligationsactually and reasonably incurred by the Indemnitee in connection with investigating, defending, orpreparing to defend any Claim.     D. *Independent Legal Counsel:*an attorney or firm of attorneys, selected in accordance withthe provisions of Section 3, who shall not have otherwise performed services for the Company orIndemnitee within the last five years
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(other than with respect to matters concerning the rights of Indemnitee under this Agreement,or of other indemnitees under similar indemnity agreements).     E. *Reviewing Party:*(1) a Majority of directors who are not parties to the action, even thoughless than a quorum, or (2) a Committee of such directors designated by majority vote of suchdirectors, even though less than a quorum, or (3) if there are no such directors, or if suchdirectors so direct, independent legal counsel, or (4) the stockholders.     F. *Voting Securities:*any securities which vote generally in the election of directors.II. **Indemnification.**     A. In General. In connection with any Claim, whether relating to events occurringbefore or after the Effective Date, the Company shall indemnify, and advance Expenses, toIndemnitee as provided in this Agreement and to the fullest extent permitted by law.     B. Claims Other Than Claims by or in the Right of the Company. In the eventIndemnitee was, is or becomes a party to or witness or other participant in, or is threatened to bemade a party to or witness or other participant in any proceeding pursuant to any Claim, other thana Claim by or in the right of the Company, the Company shall, subject to Sections 2(e) and 2(f),indemnify Indemnitee against any and all Expenses, judgments, fines, penalties and amounts paid insettlement (including all interest, assessments and other charges paid or payable in connectionwith or in respect of such Expenses, judgments, fines, penalties or amounts paid in settlement) ofsuch Claim; provided, however, that Indemnitee shall not be entitled toindemnification pursuant to this Section 2(b) in connection with conduct finally adjudged asconstituting acts or omissions not in good faith or which involved a knowing violation of the law.     C. Proceedings by or in the Right of the Company. In the event Indemnitee was, is orbecomes a party to or witness or other participant in, or is threatened to be made a party to orwitness or other participant in any proceeding pursuant to any Claim brought by or in the right ofthe Company to procure a judgment in its favor, the Company shall, subject to Sections 2(e) and2(f), indemnify Indemnitee against any and all Expenses (including all interest, assessments andother charges paid or payable in connection with or in respect of such Expenses) of such Claim.Notwithstanding the foregoing, no such indemnification shall be made in respect of any Claim, issueor matter as to which Indemnitee shall have been finally adjudged to be liable to the Companyunless and only to the extent that the Court of Chancery or the court in which such Claim wasbrought shall determine upon application that, despite the adjudication of liability but in view ofall the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity forsuch Expenses which the Court of Chancery or such other court shall deem proper.
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     D. Payment of Indemnification; Advancement of Expenses. Subject to Sections 2(e) and2(f), the Company shall indemnify Indemnitee as soon as practicable but in any event no later than60 days after written demand is presented to the Company. If so requested by Indemnitee, theCompany shall advance (within 10 business days of such request) any and all Expenses to Indemnitee(an “Expense Advance”); provided, however, that the payment of Expenses incurred byIndemnitee in advance of the final disposition of the Claim will be made only upon receipt by theCompany of an undertaking by the Indemnitee to repay all amounts advanced if it should beultimately determined that the Indemnitee is not entitled to be indemnified under this Agreement orotherwise.     E. Indemnitee Not Entitled to Indemnification. Notwithstanding anything in thisAgreement to the contrary, Indemnitee shall not be entitled to indemnification pursuant to thisAgreement in connection with any Claim (or part thereof) initiated by Indemnitee unless the Boardof Directors has authorized or consented to the initiation of such Claim (or part thereof).     F. Determination of Entitlement. Notwithstanding anything in this Agreement to thecontrary, (i) the obligations of the Company under this Section 2 shall be subject to the conditionthat the Reviewing Party shall not have determined (in a written opinion, in any case in which theIndependent Legal Counsel referred to in Section 3 is involved) that Indemnitee would not bepermitted to be indemnified under applicable law, and (ii) the obligation of the Company to make anExpense Advance pursuant to Section 2(d) shall be subject to the condition that, if, when and tothe extent that the Reviewing Party determines that Indemnitee would not be permitted to be soindemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee (whohereby agrees to reimburse the Company) for all such amounts theretofore paid; provided, however,that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competentjurisdiction to secure a determination that Indemnitee should be indemnified under applicable law,any determination made by the Reviewing Party that Indemnitee would not be permitted to beindemnified under applicable law shall not be binding and Indemnitee shall not be required toreimburse the Company for any Expense Advance until a final judicial determination is made withrespect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Ifthere has not been a Change in Control, the Reviewing Party shall be selected by the Board ofDirectors, and if there has been such a Change in Control (other than a Change in Control which hasbeen approved by a majority of the Company’s Board of Directors who were directors immediatelyprior to such Change in Control), the Reviewing Party shall be the Independent Legal Counselreferred to in Section 3. If there has been no determination by the Reviewing Party within 60 daysafter written demand for indemnification made under Section 2(d) or if the Reviewing Partydetermines that Indemnitee would not be permitted to be indemnified in whole or in part underapplicable law, Indemnitee shall have the right to commence litigation in any court in the State ofDelaware having subject matter jurisdiction thereof and in which venue is proper seeking an initialdetermination by the court or challenging any such determination by the Reviewing Party or anyaspect thereof, including the legal
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or factual bases therefor, and the Company hereby consents to service of process and to appearin any such proceeding. Any determination by the Reviewing Party otherwise shall be conclusive andbinding on the Company and Indemnitee.III. **Change in Control.**     If there is a Change in Control of the Company (other than a Change in Control which has beenapproved by a majority of the Company’s Board of Directors who were directors immediately prior tosuch Change in Control), then with respect to all matters thereafter arising concerning the rightsof Indemnitee to indemnity payments and Expense Advances under this Agreement, the Company shallseek legal advice only from Independent Legal Counsel selected by Indemnitee and approved by theCompany (which approval shall not be unreasonably withheld). Such counsel, among other things,shall render its written opinion to the Company and Indemnitee as to whether and to what extentIndemnitee would be permitted to be indemnified under applicable law. The Company shall pay thereasonable fees of the Independent Legal Counsel referred to above and fully indemnify such counselagainst any and all expenses (including reasonable attorneys’ fees), claims, liabilities anddamages arising out of or relating to this Agreement or its engagement pursuant hereto.IV. **Indemnification for Additional Expenses.**     The Company shall indemnify Indemnitee against any and all Expenses (including reasonableattorneys’ fees) and, if requested by Indemnitee, shall (within 10 business days of such request)advance such Expenses to Indemnitee, which are incurred by Indemnitee in connection with any actionbrought by Indemnitee for (i) indemnification or advance payment of Expenses by the Company underthis Agreement, the Charter or any other agreement, certificate of incorporation or Company by-lawnow or hereafter in effect relating to Claims and/or (ii) recovery under any directors’ andofficers’ liability insurance policies maintained by the Company; provided,however, that the payment of Expenses incurred by Indemnitee in advance of the finaldisposition of such action will be made only upon receipt by the Company of an undertaking by theIndemnitee to repay all amounts advanced if it should be ultimately determined that the Indemniteeis not entitled to be indemnified under this Agreement or otherwise.V. **Partial Indemnity.**     If Indemnitee is entitled under any provision of this Agreement to indemnification by theCompany for a portion of the Expenses, judgments, fines, penalties and amounts paid in settlementof a Claim but not, however, for the total amount thereof, the Company shall nevertheless indemnifyIndemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding anyother provision of this Agreement, to the extent that Indemnitee has been successful on the meritsor otherwise in defense of any or all Claims or in defense of any issue or matter therein,including dismissal without prejudice, Indemnitee shall be indemnified against all Expensesincurred in connection therewith.
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VI. **Burden of Proof.**     In connection with any determination by the Reviewing Party or otherwise as to whetherIndemnitee is entitled to be indemnified hereunder, the burden of proof shall be on the Company toestablish that Indemnitee is not so entitled.VII. **No Presumptions.**     For purposes of this Agreement, the termination of any claim, action, suit or proceeding, byjudgment, order, settlement (whether with or without court approval) or conviction, or upon a pleaof nolo contendere, or its equivalent, shall not create a presumption that Indemnitee did not meetany particular standard of conduct or have any particular belief or that a court has determinedthat indemnification is not permitted by applicable law. In addition, neither the failure of theReviewing Party to have made a determination as to whether Indemnitee has met any particularstandard of conduct or had any particular belief, nor an actual determination by the ReviewingParty that Indemnitee has not met such standard of conduct or did not have such belief, prior tothe commencement of legal proceedings by Indemnitee to secure a judicial determination thatIndemnitee should be indemnified under applicable law shall be a defense to Indemnitee’s claim orcreate a presumption that Indemnitee has not met any particular standard of conduct or did not haveany particular belief.VIII. **Nonexclusivity.**     The rights of Indemnitee hereunder shall be in addition to any other rights Indemnitee mayhave under the Charter, the Company’s by-laws, the Delaware General Corporation Law or otherwise.To the extent that a change in the Delaware General Corporation Law (whether by statute or judicialdecision) permits greater indemnification by agreement than would be afforded currently under theCharter and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy bythis Agreement the greater benefits so afforded by such change.
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IX. **Liability Insurance.**     Subject to the availability of insurance at substantially similar rates for similar coverage(as determined in the sole discretion of the Company), the Company will maintain insurance (i) atthe levels in effect as of the date hereof with respect to Indemnitee until the third anniversaryof the date hereof, or (ii) at the levels in effect as of the date of the expiration of the term,death, removal, retirement or resignation of Indemnitee for a period of three years after suchevent, whichever level is greater, in either case, with respect to any Claim, against all liabilityand loss suffered and Expenses (including reasonable attorney’s fees) reasonably incurred byIndemnitee at the Company’s expense, to protect the Company and Indemnitee against any suchliability, cost, payment or Expense; provided, however, that subject to theprovisions of this Section 9, the Company shall only be required to maintain insurance until theearlier of the date which is (a) three years after the expiration of the term, death, removal,retirement or resignation of Indemnitee and (b) the sixth anniversary of the date hereof.X. **Amendments and Waivers.**     No supplement, modification or amendment of this Agreement shall be binding unless executed inwriting by the parties hereto. No waiver of any of the provisions of this Agreement shall bedeemed or shall constitute a waiver of any other provisions hereof (whether or not similar) norshall such waiver constitute a continuing waiver.XI. **Subrogation.**     In the event of payment under this Agreement, the Company shall be subrogated to the extent ofsuch payment to all of the rights of recovery of Indemnitee, who shall execute all papers requiredand shall do everything that may be necessary to secure such rights, including the execution ofsuch documents necessary to enable the Company effectively to bring suit to enforce such rights.XII. **No Duplication of Payments.**     The Company shall not be liable under this Agreement to make any payment in connection withany Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment(under any insurance policy, the Charter or otherwise) of the amounts otherwise indemnifiablehereunder.
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XIII. **Binding Effect.**     This Agreement shall be binding upon and inure to the benefit of and be enforceable by theparties hereto and their respective successors, assigns, including any direct or indirect successorby purchase, merger, consolidation or otherwise to all or substantially all of the business and/orassets of the Company, spouses, heirs, executors and personal and legal representatives. ThisAgreement shall continue in effect regardless of whether Indemnitee continues to serve as anexecutive officer or director of the Company or of any other enterprise at the Company’s request.XIV. **Severability.**     The provisions of this Agreement shall be severable in the event that any of the provisionshereof (including any provision within a single section, paragraph or sentence) is held by a courtof competent jurisdiction to be invalid, void or otherwise unenforceable in any respect, and thevalidity and enforceability of any such provision in every other respect and of the remainingprovisions hereof shall not be in any way impaired and shall remain enforceable to the fullestextent permitted by law.XV. **Governing Law.**     This Agreement shall be governed by and construed and enforced in accordance with the laws ofthe State of Delaware applicable to contracts made and to be performed in such state without givingeffect to the principles of conflicts of laws.
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first abovewritten.      SPANISH BROADCASTING SYSTEM, INC.