Exhibit 10.6

[Execution Copy]

SEVENTHAMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO NOTES

THIS SEVENTHAMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO NOTES (herein called the"Amendment") is entered into as of April 17, 2001, by and amongHispanic Television Network, Inc., a Delaware corporation("Borrower") and Goff Moore Strategic Partners, L.P. and GAINSCO,Inc. (collectively, "Majority Lenders"), representing all Lenders, asdefined in the Original Loan Agreement defined below.

W I T N E S SE T H:

WHEREAS,Borrower, Majority Lenders and the other Lenders set forth therein entered intothat certain Loan Agreement dated as of July 25, 2000 (as amended, supplementedor modified to the date hereof, the "Original Loan Agreement"), forthe purpose and consideration therein expressed, whereby Lenders becameobligated to make loans to Borrower as therein provided and pursuant to whichBorrower issued certain notes to the Lenders in the amounts as set forth in theLenders Schedule (collectively, as amended to the date hereof, the"Original Notes");

WHEREAS,Borrower and Majority Lenders previously entered into (i) that certain FifthAmendment to Loan Agreement and Amendment to Notes dated as of January 31, 2001(the "Fifth Amendment"), and (ii) that certain Sixth Amendment toLoan Agreement dated as of February 7, 2001 (the "Sixth Amendment";the Fifth Amendment and the Sixth Amendment are herein collectively called the"Restructuring Amendments"), pursuant to which Borrower and MajorityLenders restructured the Original Loan Agreement;

WHEREAS, thefacts surrounding the terms of the Restructuring Amendments have changed andthe Original Loan Agreement and Original Notes require additionalrestructuring;

WHEREAS, Borrower and Majority Lenders desireto amend the Original Loan Agreement and the Original Notes for the purpose setforth herein;

NOW,THEREFORE, in consideration of the premises and the mutual covenants andagreements contained herein and in the Original Loan Agreement, and for othergood and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto do hereby agree as follows:

ARTICLE I.

Definitionsand References

Section 1.1. TermsDefined in the Original Loan Agreement. Unless the context otherwise requires or unless otherwise expresslydefined herein, the terms defined in the Original Loan Agreement shall have thesame meanings whenever used in this Amendment.

 

Section 1.2. OtherDefined Terms.  Unless the contextotherwise requires, the following terms when used in this Amendment shall havethe meanings assigned to them in this Section 1.2.

"Amendment" means thisSeventh Amendment to Loan Agreement and Amendment to Notes.

"Loan Agreement" means the Original Loan Agreement asamended hereby.

"Notes" means the Original Notes as amended hereby.

ARTICLE II.

Amendments toOriginal Loan Agreement

Section2.1.  Mandatory Prepayments.  Sections 2.5(b) through (e) of the OriginalLoan Agreement are hereby deleted in their entirety and replaced with thefollowing:

"(b) The Company shall make thefollowing prepayments to the Lenders (pro rata in accordance with Section 2.4),each such prepayment to be applied first to accrued and unpaid interest on theunpaid principal balance of the Loan, and the remainder, if any, to any unpaidprincipal balance:

(i)            On or before April 30, 2001, anamount equal to at least $1,000,000;

(ii)           On or before May 31, 2001, anadditional amount equal to at least $1,000,000;

(iii)          On or before June 30, 2001, anadditional amount equal to at least $500,000; and

(iv)          On or before July 31, 2001, anadditional amount equal to at least $500,000.

(c)           The Company shallprepay to the Lenders (pro rata in accordance with Section 2.4) twenty-fivepercent (25%) of all equity (net of actual expenses incurred with respectthereof) raised by the Company which is in excess of the equity paymentsrequired to be raised by the Company in the definition of "MaturityDate", to be applied first to accrued and unpaid interest on the unpaidprincipal balance of the Loan, and the remainder, if any, to any unpaidprincipal balance.  Each prepaymentpursuant to this subsection shall be due and payable immediately upon theCompany's receipt of the equity proceeds described herein, and is in additionto amounts required to be prepaid to Lenders pursuant to Section 2.5(b).

 

(d)           Any principal or interest prepaidpursuant to this Section 2.5 shall be in addition to, and not in lieu of, allpayments otherwise required to be paid under the Loan Documents."

Section 2.2. Indebtedness.  Section5.19 of the Original Loan Agreement is hereby deleted in its entirety andreplaced with the following:

"5.19. Indebtedness. No Restricted Person will in any manner owe or be liable forIndebtedness except Permitted Indebtedness;*provided that* the aggregate outstanding principal amount ofPermitted Indebtedness at any time shall not exceed $11,300,000 (the amount ofsuch Permitted Indebtedness which is allowed hereunder and which exists, fromtime to time, being herein referred to as "Total Allowed Debt")and  *providedthat* the Total Allowed Debt shall be decreased by any amounts whichare used to repay Permitted Indebtedness upon any such repayment."

Section2.3.  Investments.  Section 5.24 of the Original Loan Agreementis hereby deleted in its entirety and replaced with the following:

"5.24. Limitation on Investments and New Businesses.  The Company will not (a) make anyexpenditure or commitment or incur any obligation or enter into or engage inany transaction except in the ordinary course of business, (b) engage directlyor indirectly in any business or conduct any operations except in connectionwith or incidental to its present businesses and operations, or (c) make anyacquisitions of or capital contributions to or other Investments in any Personor property, other than Permitted Investments. Notwithstanding anything else inthis Section 5.24, the Company may pursue alliance relationships with thirdparties and acquire television stations."

Section2.4.  Definitions.  The following definitions in Article 7 ofthe Original Loan Agreement are hereby deleted in their entirety and replacedwith the following:

“Maturity Date” shall mean the following:

(a)           April 30, 2001, if the followingclause (b) is not satisfied to Lenders' satisfaction;

(b)           May31, 2001, if, on or before April 30, 2001:

(i) the Company raises an amount equal to orgreater than $1,500,000 in equity (net of actual expenses incurred with respectthereof) and the Company provides evidence of the Company's receipt of suchequity payment in form satisfactory to Lenders, and

(ii) theCompany has made all prepayments of principal and interest required pursuant toSections 2.5(b)(i) and 2.5(c) of this Agreement, and

 

(iii) theCompany has delivered to Bank of America, N.A. or such other institution asreasonably satisfactory to Majority Lenders, an amount equal to all outstandingprincipal, accrued and unpaid interest and other Obligations payable to Lendersto be held in escrow by Bank of America, N.A. or such other institution, and

 

(iii) theCompany has paid Thompson & Knight L.L.P. for all fees and expensesincurred in connection with the Loan Agreement and other Loan Documents,including all amendments thereto;

 

(c)           June 30, 2001, if:

 

(i) theCompany satisfied section (b) of this definition, and

 

(ii) on orbefore May 31, 2001, (A) the Company raises an additional amount equal to orgreater than $1,500,000 in equity (net of actual expenses incurred with respectthereof) and the Company provides evidence of the Company's receipt of suchequity payment in form satisfactory to Lenders and (B) the Company has made allprepayments of principal and interest required pursuant to Sections 2.5 (b)(ii)and 2.5(c) of this Agreement;

 

(d)           July 31, 2001, if:

 

(i)            the Company satisfied section (c) ofthis definition, and

 

(ii)           on or before June 30, 2001, (A) theCompany raises an additional amount equal to or greater than $1,000,000 inequity (net of actual expenses incurred with respect thereof) and the Companyprovides evidence of the Company's receipt of such equity payment to Lenders inform satisfactory to Lenders and (B) the Company has made all prepayments ofprincipal and interest required pursuant to Sections 2.5 (b)(iii) and 2.5(c) ofthis Agreement;

 

(e)           August 31, 2001, if:

 

(i)            the Company satisfied section (d) ofthis definition, and

 

(ii)           on or before July 31, 2001, (A) theCompany raises an additional amount equal to or greater than $1,000,000 inequity (net of actual expenses incurred with respect thereof) and the Companyprovides evidence of the Company's receipt of such equity payment to Lenders inform satisfactory to Lenders and (B) the Company has made all prepayments ofprincipal and interest required pursuant to Sections 2.5 (b)(iv) and 2.5(c) ofthis Agreement;

 

In no event shallthe Maturity Date exceed August 31, 2001." 

“PermittedIndebtedness” means the following: 

(a)           theObligations.

(b)           unsecured Indebtedness between theCompany and its Subsidiaries arising in the ordinary course of business.

(c)           Indebtedness owed by the Company orits Subsidiaries which is subordinated to the Obligations upon terms andconditions satisfactory to Majority Lenders.

(d)           outstanding Indebtedness of theCompany and of any of the Company's Subsidiaries on the Closing Date, butexcluding any renewals or extensions of such Liabilities."

Section2.5.  Deleted Definitions.  The definitions of "CN", "CNAcquisition", "Extension Conditions", "Gorriti","Initial $500,000 Payment" and "Initial Gorriti Payment"are hereby deleted from Article VII of the Original Loan Agreement.

Section2.6.  Acknowledgment of Rate ofInterest.  Borrower herebyacknowledges and agrees that, since February 1, 2001, interest on the Notes hasaccrued at a rate of thirteen percent (13%) per annum.

ARTICLE IIA.

Amendment toOriginal Notes.

Section 2.1A.  Amendment.  Thesecond paragraph of each Original Note is hereby deleted in its entirety andreplaced with the following:

“The principalamount of this Note, together with all interest accrued hereon, shall be dueand payable in full on the Maturity Date (as such term is defined in the LoanAgreement).  From the date hereofthrough January 31, 2001, the principal amount of the Loan (exclusive of anypast due principal or interest) from time to time outstanding shall bearinterest on each day outstanding at the rate of twelve percent (12%) per annum,calculated on the basis of actual days elapsed and a year of 360 days.   From February 1, 2001, until the maturityhereof, the principal amount of the Loan and all accrued and unpaid interest(exclusive of any past due principal or interest) from time to time outstandingshall bear interest at the rate of thirteen percent (13%) per annum, calculatedon the basis of actual days elapsed and a year of 365 days.  All past due principal of and interest onthis Note shall bear interest on each day outstanding at the rate of sixteenpercent (16%) per annum, calculated on the basis of actual days elapsed and ayear of 365 days, and such interest shall be due and payable daily as itaccrues.”

 

ARTICLE III.

Conditions ofEffectiveness

Section 3.1. EffectiveDate.  This Amendment shall becomeeffective when, and only when:

(a)           Majority Lendersshall have received, at Majority Lenders' office, a counterpart of each of thefollowing documents, executed and delivered by Borrower:

(i)            thisAmendment;

(ii)           an Amendment to Warrant in favor ofeach Lender, in the form of Exhibit A hereto; and

(b)           Majority Lendersshall have received such other supporting documents as Majority Lenders mayreasonably request.

Section 3.2. Expensesof Counsel.  In connection with thisAmendment, Borrower shall have the obligation to reimburse the Majority Lendersfor the fees and expenses of their counsel and for all recording fees incurredin connection herewith.  The Companyshall pay this amount to Majority Lenders on or prior to April 30, 2001.

ARTICLE IV.

Representationsand Warranties

Section 4.1. Representationsand Warranties of Borrower.  Inorder to induce Majority Lenders to enter into this Amendment, Borrower representsand warrants to each Lender that:

(a)           The Company has heretofore made afull disclosure to Majority Lenders of its financial position, including fulldisclosure (either in writing or orally) of all monetary and covenant defaultsto the Loan Agreement and other Loan Documents which exist on the datehereof.  Furthermore, the Company herebyrepresents and warrants that all representations and warranties contained inArticle III of the Original Loan Agreement are true and correct at and as ofthe date hereof, except to the extent that (i) the facts on which suchrepresentations and warranties are based have been changed by the extension ofcredit under the Loan Agreement or (ii) with respect to Section 3.6 of the LoanAgreement, the Company has incurred certain trade debt in the ordinary courseof its business, which trade debt has been outstanding for periods that may bein excess of regular aging limits, and which trade debt will be paid by theCompany within 90 days of the date hereof.

(b)           Borrower is dulyauthorized to execute and deliver this Amendment and is and will continue to beduly authorized to borrow monies and to perform its obligations under the LoanAgreement. Borrower has duly taken all corporate action necessary to authorizethe execution and delivery of this Amendment and to authorize the performanceof the obligations of Borrower hereunder and thereunder.

(c)           The execution anddelivery by Borrower of this Amendment, the performance by Borrower of itsobligations hereunder and the consummation of the transactions contemplatedhereby do not and will not conflict with any provision of law, statute, rule orregulation or of the certificate of incorporation and bylaws of Borrower, or ofany material agreement, judgment, license, order or permit applicable to orbinding upon Borrower, or result in the creation of any lien, charge orencumbrance upon any assets or properties of Borrower.  Except for those which have been obtained,no consent, approval, authorization or order of any court or governmentalauthority or third party is required in connection with the execution anddelivery by Borrower of this Amendment or to consummate the transactionscontemplated hereby.

(d)           When duly executedand delivered, this Amendment will be a legal and binding obligation ofBorrower, enforceable in accordance with its terms, except as limited bybankruptcy, insolvency or similar laws of general application relating to theenforcement of creditors' rights and by equitable principles of generalapplication.

ARTICLE V.

Miscellaneous

Section 5.1. Ratificationof Agreements.  The Original LoanAgreement, as hereby amended is hereby ratified and confirmed in allrespects.  The Original Notes, as herebyamended, are hereby ratified and confirmed in all respects.  The Loan Documents, as they may be amendedor affected by this Amendment, are hereby ratified and confirmed in allrespects. Any reference to the Loan Agreement in any Loan Document shall bedeemed to be a reference to the Original Loan Agreement as hereby amended.  Any reference to the Notes in any LoanDocument shall be deemed to be a reference to the Original Notes as herebyamended.  The execution, delivery andeffectiveness of this Amendment shall not, except as expressly provided herein,operate as a waiver of any right, power or remedy of Lenders under the LoanAgreement or any other Loan Document nor constitute a waiver of any provisionof the Loan Agreement or any other Loan Document.

Section 5.2. Releaseof Claims.  Borrower herebyrepresents and warrants that there are no liabilities, claims, suits, debts,liens, losses, causes of action, demands, rights, damages or costs, or expensesof any kind, character or nature whatsoever, known or unknown, fixed orcontingent (collectively, the "Claims"), which Borrower or any of itsSubsidiaries may have or claim to have against Lenders or any of theiraffiliates, agents, employees, officers, directors, representatives, attorneys,successors, or assigns (collectively, the "Lender Released Parties"),which might arise out of or be connected with any act of commission or omissionof the Lender Released Parties existing or occurring on or prior to the date ofthis Amendment, including without limitation any Claims arising with respect tothe Obligations, the Loan Agreement or any Loan Documents.  Borrower hereby releases, acquits, andforever discharges the Lender Released Parties from any and all Claims thatBorrower or any such Subsidiary may have or claim to have, relating to orarising out of or in connection with the Obligations, the Loan Agreement or anyLoan Documents or any other agreement or transaction contemplated hereby or anyaction taken in connection therewith from the beginning of time up to andincluding the date of the execution and delivery of this Amendment.  Borrower further agrees forever to refrainand to cause each of its Subsidiaries to refrain from commencing, instituting,or prosecuting any lawsuit, action, or other proceeding against any LenderReleased Parties with respect to any and all Claims.

 

Section 5.3. Survivalof Agreements.  All representations,warranties, covenants and agreements of Borrower herein shall survive theexecution and delivery of this Amendment and the performance hereof, includingwithout limitation the making or granting of the Loans, and shall furthersurvive until all of the Obligations are paid in full and all obligations underthe Loan Documents are performed in full. All statements and agreements contained in any certificate or instrumentdelivered by Borrower hereunder or under the Loan Agreement to any Lender shallbe deemed to constitute representations and warranties by, and/or agreementsand covenants of, Borrower under this Amendment and under the Loan Agreement.

Section 5.3. LoanDocuments.  This Amendment is a LoanDocument, and all provisions in the Loan Agreement pertaining to Loan Documentsapply hereto and thereto.

Section 5.4. GoverningLaw.  This Amendment shall begoverned by and construed in accordance the laws of the State of Texas and anyapplicable laws of the United States of America in all respects, includingconstruction, validity and performance.

Section 5.5. Counterparts;Fax.  This Amendment may beseparately executed in counterparts and by the different parties hereto inseparate counterparts, each of which when so executed shall be deemed toconstitute one and the same Amendment. This Amendment may be validly executed by facsimile or other electronictransmission.

**THISAMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEENTHE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.**

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                IN WITNESS WHEREOF, this Amendment isexecuted as of the date first above written.
|   | **BORROWER:**                                                 |
|--------|---------------------------------------------------------------|
|   |                                                          |
|   | HISPANIC TELEVISION NETWORK, INC.                             |
|   |                                                          |
|   |                                                          |
|   | By:                                                           |   |
|   |                                                          | Name: |
|   |                                                          | Title: |
|   |                                                          |   |
|   |                                                          |   |
|   | **MAJORITY LENDERS:**                                         |
|   |                                                          |
|   | GOFF MOORE STRATEGIC PARTNERS, L.P.                           |
|   |                                                          |
|   | By:  GMSP Operating Partners, L.P., its general  partner |
|   |                                                          |
|   | By:   GMSP, L.L.C.                                       |
|   |                                                          |
|   |                                                          |
|   | By:                                                           |   |
|   |                                                          |     J. Randall Chappel, Principal |
|   |                                                          |   |
|   | GAINSCO, INC.                                                 |
|   |                                                          |
|   |                                                          |
|   | By:                                                           |   |
|   |                                                          | Name: |
|   |                                                          | Title: |
|   |                                                          |   |