**EXHIBIT 10.1**

**AMENDMENT NO.1 TO INVESTOR RIGHTS AGREEMENT AND WAIVER**

**THIS AMENDMENT NO. 1 TO INVESTOR RIGHTSAGREEMENT AND WAIVER**(this “First Amendment”) is made and entered into as of July 10, 2007, by and among (i) Liberman Broadcasting, Inc., a Delaware corporation (the “Company”), (ii) OCM Principal OpportunitiesFund III, L.P., a Delaware limited partnership, OCM Principal Opportunities Fund IIIA, L.P., a Delaware limited partnership, OCM Opps Broadcasting, LLC, a Delaware limited liability company (“Opps Broadcasting”), and OCM PrincipalOpportunities Fund IV AIF (Delaware), L.P., a Delaware limited partnership (each an “Oaktree Fund” and collectively, “Oaktree”), (iii) Tinicum Capital Partners II, L.P., a Delaware limited partnership, and Tinicum CapitalPartners II Parallel Fund, L.P., a Delaware limited partnership (together, “Tinicum” and collectively with Oaktree, the “Investors”) and (iv) each Person listed on the signature pages hereto under the heading of“Existing Stockholders” (each an “Existing Stockholder,” and collectively, the “Existing Stockholders”), pursuant to Section 19A of that certain Investors Rights Agreement, dated as of March 30, 2007(as amended from time to time, the “Investor Rights Agreement”), by and among the Company, the Investors, the Existing Stockholders, each other Person listed from time to time on the Schedule of New Stockholders attached thereto who at anytime acquires equity securities of the Company and agrees to become party to and bound by the Investor Rights Agreement by signing a Joinder Agreement (as defined in the Investor Rights Agreement), and, solely for purposes of Section 18 of theInvestor Rights Agreement, Jose Liberman. Capitalized terms used herein and not otherwise defined shall have the meaning given such terms in the Investor Rights Agreement. 

**WITNESSETH**

**WHEREAS**, the Company and the Stockholders entered into the Investor RightsAgreement to memorialize and set forth certain rights and obligations regarding the purchase of Equity Securities; 

**WHEREAS**, theCompany and the Stockholders have agreed that on the date hereof, promptly following the execution of this First Amendment, (i) the Company will enter into a Subscription Agreement with Ernesto Cruz pursuant to which the Company will issue0.73095 shares of Class A Common Stock to Ernest Cruz in exchange for a cash payment to the Company of $1,000,000 (the “Cruz Issuance”), (ii) the Company will repurchase a total of 0.73095 shares of Class A Common Stock fromTinicum in exchange for an aggregate cash payment of $1,000,000 and (iii) Ernesto Cruz will execute a Joinder Agreement pursuant to which he will become a party to the Investor Rights Agreement (collectively, the “Transactions”); and

**WHEREAS**, in order to facilitate the consummation of the Transactions, the Company and the Stockholders wish to amend certain termsand conditions of the Investor Rights Agreement as set forth herein. 

**NOW, THEREFORE**, in consideration of the mutual covenants herein expressed, the parties heretohereby agree as follows: 

**1. Amendments to Section 16**. Section 16 to the Investment Rights Agreement is hereby amended as follows:

(a) The definition of “Deciding Tinicum Holders” is hereby deleted and replaced, in its entirety, with the following: 

“Deciding Tinicum Holders” means, at any date of determination, any holder of Tinicum Shares that is an Investor or an InvestorPermitted Transferee that, alone or collectively with its Affiliates that are Investors or Investor Permitted Transferees, holds at least 75% of the Tinicum Shares then outstanding; provided that “Deciding Tinicum Holders” shall cease toexist for all purposes of this Agreement and the other Transaction Documents at the earlier of such time that (x) no Investor or Investor Permitted Transferee, alone or collectively with its Affiliates that are Investors or Investor PermittedTransferees, holds at least 75% of the Tinicum Shares then outstanding or (y) no Investor or Investor Permitted Transferee, alone or collectively with its Affiliates that are Investors or Investor Permitted Transferees, holds more than 37.5% ofthe Tinicum Shares outstanding as of the First Amendment Date after giving effect to the Repurchase (i.e. the 37.27864 Tinicum Shares outstanding as of the First Amendment Date after giving effect to the Repurchase) (after appropriate adjustment forstock splits, stock dividends, combinations of shares, recapitalizations, mergers, consolidations or other reorganizations but, for purposes of clause (y), without giving effect to the proviso set forth in the definition of the term “TinicumShares”). 

(b) The following additional definitions are hereby added to Section 16: 

“‘First Amendment Date’ means July 10, 2007.” 

“‘Repurchase’ means the repurchase on or about the First Amendment Date by the Company of 0.72717 shares of Class A CommonStock from Tinicum Capital Partners II., L.P. and 0.00378 shares of Class A Common Stock from Tinicum Capital Partners II Parallel Fund, L.P., for a total of 0.73095 shares of Class A Common Stock repurchased, for an aggregate cashrepurchase amount of $1,000,000.” 

**2. Amendment to Section 19A**. Section 19A of the Investor Rights Agreement is hereby deletedand replaced, in its entirety, with the following: 

**19A. Amendment and Waiver**. Except as otherwise provided herein (includingSection 8B and Section 8C), no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved in writing by theCompany, the holders of a majority of the Investor Registrable Securities and the holders of a majority of the Class B Common Stock; provided, however, that no such modification, amendment or waiver that is disproportionately adverse to the holdersof Tinicum Shares (as compared to the holders of Oaktree Shares) shall be 

 

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effective against the holders of Tinicum Shares unless such modification, amendment or waiver is approved in writing by the holders of a majority of theTinicum Shares and no such modification, amendment or waiver that is disproportionately adverse to the holders of Oaktree Shares (as compared to the holders of Tinicum Shares) shall be effective against the holders of Oaktree Shares unless suchmodification, amendment or waiver is approved in writing by the holders of a majority of the Oaktree Shares; provided, further, that from and after the First Amendment Date, the term “Tinicum Shares,” as it is used in thisSection 19A, shall exclude the .73095 shares of Class A Common Stock that are repurchased pursuant to the Repurchase. Notwithstanding the foregoing, if after the date hereof, the Company issues Specified Equity Securities to any Person orany Class B Permitted Holder Transfers any Specified Equity Securities of such Class B Permitted Holder to any Person (other than any other Class B Permitted Transferee), then the Company (in the case of such issuance) or the holders of a majorityof the Class B Common Stock (in the case of any such Transfer by any Class B Permitted Holder), as the case may be, shall have the right to amend this Section 19A other than the first sentence hereof (without the consent of any other partyhereto) to grant to the purchasers of such Specified Equity Securities (and their subsequent transferees) independent rights under this Section 19A so long as such rights are no more favorable to such purchasers (and their subsequenttransferees) as the rights of the Investors under this Section 19A as of the date hereof. 

**3. Waiver of PreemptiveRights****.******Each Stockholder hereby waives the right to exercise any and all preemptive rights that may exist in favor of such Stockholder on account of the Cruz Issuance. ****

**4. Schedule of New Stockholders**.****Pursuant to Section 8A of the Investor Rights Agreement, as a result of the Cruz Issuance and certainTransfers of Class B Common Stock, the Company is required to amend the Schedule of New Stockholders, which schedule shall be deemed to be incorporated in the Investor Rights Agreement, and the Company is required to deliver a copy of the Scheduleof New Stockholders, as so amended, to each Stockholder, in each case, to the extent each such Person then remains a holder of Specified Equity Securities. Notwithstanding anything in the Investor Rights Agreement to the contrary, the Company andthe Stockholders hereby agree that the Schedule of New Stockholders, as set forth as Exhibit A hereto, constitutes the amended Schedule of New Stockholders in connection with the Cruz Issuance and such Transfers of Class B Common Stock andthat the attachment of such amended schedule as Exhibit A hereto satisfies the Company’s delivery obligation with respect to the Schedule of New Stockholders in connection with the Cruz Issuance and such Transfers of Class B CommonStock. 

**5. Repurchase**. Subject to the consummation of the Cruz Issuance, the Company and Tinicum hereby agree to consummate the Repurchase.At the consummation of the Repurchase, the Company shall pay the repurchase amount to Tinicum by wire transfer of immediately available funds. Such consummation shall occur within one Business Day after the Company’s receipt of ErnestoCruz’s payment for the shares issued pursuant to the Cruz Issuance, which payment shall be deemed to have been received by the Company (x) if paid by wire transfer, upon the deposit by such wire transfer in the Company’s account atthe Union Bank of California NA (the “Company Account”), or (y) if paid by check, at such time as such check has been deposited in the Company Account and has cleared. 

 

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**6. Ratification.**Tinicum hereby ratifies the execution and delivery by it of the Investor Rights Agreement,the letter agreement between Tinicum and the Company, dated as of March 30, 2007, and the Investment Agreement, in each case, notwithstanding that the signature blocks to such agreements reflect that Terence O’Toole executed suchagreements as the managing member of Tinicum rather than as the managing member of Tinicum Lantern II LLC, the general partner of Tinicum. 

**7.****Miscellaneous**. This First Amendment (other than Sections 1, 2 and 3 hereof) shall become effective upon the execution and delivery of a counterpart hereof by each of the entities listed on the signature pages hereof and Sections 1, 2and 3 hereof shall become effective upon (i) the execution and delivery of a counterpart hereof by each of the entities listed on the signature pages hereof and (ii) the consummation of the Cruz Issuance and the Repurchase. As amendedhereby, the Investor Rights Agreement remains in full force and effect. From and after the effectiveness of this First Amendment, references in the Investor Rights Agreement to “this Agreement,” “hereunder” and words of similareffect shall be references to the Investor Rights Agreement as amended hereby. The parties further agree that Section 19 of the Investor Rights Agreement, as amended hereby, governs the terms of this First Amendment, *mutatis mutandis*.

[Remainder of Page Intentionally Left Blank] 

 

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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment on the day and year first above written.

 
**COMPANY:**LIBERMAN BROADCASTING, INC.By: /s/ Lenard D. LibermanName: Lenard D. LibermanTitle: Executive Vice President, Chief Financial Officer and Secretary
 
**EXISTING STOCKHOLDERS:**/s/ Lenard D. LibermanLenard D. LibermanJOSE LIBERMAN 2007 ANNUITY TRUST DATED JUNE 27, 2007/s/ Jose LibermanJose Liberman, as Trustee of the Jose Liberman 2007 Annuity Trust dated June 27, 2007ESTHER LIBERMAN 2007 ANNUITY TRUST DATED JUNE 27, 2007/s/ Jose LibermanJose Liberman, as Trustee of the Esther Liberman 2007 Annuity Trust dated June 27, 2007
 

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**INVESTORS:**OCM PRINCIPAL OPPORTUNITIES FUND III, L.P.OCM PRINCIPAL OPPORTUNITIES FUND IIIA, L.P.By: OCM Principal Opportunities Fund III GP, LLCIts: General PartnerBy: Oaktree Fund GP I, L.P.Its: Managing MemberBy: /s/ B. James FordName: B. James FordTitle: Managing DirectorBy: /s/ Andrew SalterName: Andrew SalterTitle: Vice President
 

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OCM PRINCIPAL OPPORTUNITIES FUND IV AIF (DELAWARE), L.P.By: OCM Principal Opportunities Fund IV AIF(Delaware) GP, L.P.Its: General PartnerBy: Oaktree Media Investments, L.P.Its: General PartnerBy: Oaktree Media Holdings, Inc.Its: General PartnerBy: /s/ B. James FordName: B. James FordTitle: Managing DirectorBy: /s/ Andrew SalterName: Andrew SalterTitle: Vice PresidentOCM OPPS BROADCASTING, LLCBy: Oaktree Capital Management, L.P.Its: ManagerBy: /s/ Kenneth LiangName: Kenneth LiangTitle: Managing DirectorBy: /s/ Richard TingName: Richard TingTitle: Authorized Signatory
 

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TINICUM CAPITAL PARTNERS II, L.P.By: Tinicum Lantern II LLCIts: General PartnerBy: /s/ Terence O’TooleName: Terence O’TooleTitle: Managing MemberTINICUM CAPITAL PARTNERS II PARALLEL FUND, L.P.By: Tinicum Lantern II LLCIts: General PartnerBy: /s/ Terence O’TooleName: Terence O’TooleTitle: Managing Member
**[End of Signature Page to the First Amendment.]**

 

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**EXHIBIT A**

**SCHEDULE OF NEW STOCKHOLDERS**

 

**New Stockholder**
  
**Address**
Esther Liberman 2007 Annuity Trust dated June 27, 2007  
c/o Liberman Broadcasting, Inc.

1845 West Empire Avenue

Burbank, California 91504
Jose Liberman 2007 Annuity Trust dated June 27, 2007  
c/o Liberman Broadcasting, Inc.

1845 West Empire Avenue

Burbank, California 91504
Ernesto Cruz  
765 Park Avenue

New York, NY 10021

Telephone: (212) 325-2751

 

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