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                                                                    Exhibit 10.2


                                                                  EXECUTION COPY


      Amendment No. 2 dated as of February 22, 2000 (this "AMENDMENT") among
Radio Unica Corp., a Delaware corporation (the '`BORROWEX'), Radio Unica
Communications Corp., a Delaware corporation (the "PARENT") formerly known as
Radio IJnica Holdings Corp., the several banks and other financial institutions
(the "'LENDERS'") from time to time parties to the Credit Agreement (as defined
below), and Canadian Imperial Bank of Commerce, as issuer of certain letters of
credit (the "ISSUER") and as agent for the Lenders thereunder (in such capacity,
the "AGENT").

                                   WITNESSETH

      WHEREAS, the Borrower, the Parent, the Lenders, the Agent and the Issuer
are parties to the Credit Agreement dated as of July 8, 1998 (such agreement, as
amended by Amendment No. 1, dated as of October 15, 1999, the "CREDIT
AGREEMENT"; terms defined in the Credit Agreement are used herein as defined
therein);

      WHEREAS, the Borrower has requested that certain amendments be made to the
Credit Agreement;

      WHEREAS, the parties desire to amend the Credit Agreement;

      NOW THEREFORE, in consideration of the premises contained herein and other
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

      SECTION 1. AMENDMENT. Section 5.1 of the Credit Agreement is hereby
amended as follows:

            5.l. FINANCIAL STATEMENTS. Furnish to each Lender:

            (a) as soon as available, but in any event within 1 OS days after
      the end of each fiscal year of the Loan Parties, a copy of the
      consolidated balance sheet of the Loan Parties as at the end of such year
      and the related statements of income, stockholders' equity and cash flows
      for such year, setting forth in each case in comparative form the figures
      as of the end of and for the previous year, reported on without a "going
      concern" or like qualification or exception, or qualification arising out
      of the scope of the audit., by Ernst 8e Young or another "big six" firm of
      independent certified public accountants, together with consolidating
      statements of income (consolidated by radio station and network);

            (b) as soon as available, but in any event not later than 50 days
      after the end of each quarterly period for each FISCAL quarter of each
      fiscal year of the Loan Parties, the unaudited consolidated balance sheet
      of the Loan Parties as at the end of such quarter and the related
      unaudited statements of income, stockholders equity and cash flows of the
      Loan Parties for such quarter and the portion of the fiscal year through
      the end of such quarter and setting forth in each case in comparative form
      the figures from



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      the budget for such fiscal year furnished to the Lenders pursuant to
      SECTION 5.2(d) and the actual figures for the corresponding date or period
      in the previous year, together with consolidated statements OF income and
      cash flows of the Loan Parties, certified by a Responsible Officer as
      being fairly stated in all material respects (subject to normal year end
      audit adjustments); and

            (c) as soon as available, but in any event not later than 45 days
      after the end of each calendar month, the regularly prepared unaudited
      income statements of the Loan Parties as of the end of such month and the
      portion of the fiscal year through the end of such month, setting forth in
      each case in comparative form THE figures for the comparable period from
      the budget for such fiscal year furnished to the Lenders pursuant to
      SECTION 5.2(d) and the actual figures for the corresponding date or period
      in the previous year, certified by a Responsible Officer as being fairly
      stated in all material respects (subject to normal year-end audit
      adjustments), together with consolidating statements of income and
      consolidated statements of income and cash flows of the Loan Parties;

      all such financial statements shall be complete and correct in all
      material respects and shall be prepared in reasonable detail and in
      accordance with GAAP applied consistently throughout the periods reflected
      therein and with prior periods (except as approved by such accountants or
      officer, as the case may be, and disclosed therein).

      SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE PARENT AND THE BORROWER.
Each of the Parent and the Borrower represents and warrants that, as of the date
hereof after giving effect to this Amendment, all the representations and
warranties of the Parent, the Borrower and each Loan Party in or pursuant to any
Loan Document shall be true and correct in all material respects on and as of
such date as if made on and as of such date-

      SECTION 3. CONDITIONS TO EFFECTIVENESS. This Amendment shall be effective
when (a) the Agent shall have received:

                  (i) counterparts hereof executed by duly authorized officers
      of the Borrower, the Parent and by duly authorized signatories of
      the Lenders; and

                  (ii) such other documents and certificates as the Agent may
      request; and

      (b) all fees and expenses due and owing to the Agent or any Lender
(including, without limitation, any reasonable fees and expenses of counsel to
the Agent) shall have been paid.

      SECTION 4. REFERENCE TO AND EFFECT IN THE LOAN DOCUMENTS. (a) Upon the
Effective Date, each reference in the Credit Agreement to "this Agreement",
"her. eunder", "hereof" or words of like import referring to the Credit
Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby.


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      (b) Except as specifically amended above, the Credit Agreement and all
other Loan Documents are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Loan Documents and all the Collateral described
therein do and shall continue to secure the payment of all obligations of the
Borrower under the Credit Agreement, the Notes and the other Loan Documents, in
each case as amended hereby.

      (c) The execution, delivery and effectiveness of this Amendment shall not,
except as expressly provided herein, operate as a waiver of any right, power or
remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

      SECTION 5.  EXECUTION IN COUNTERPARTS. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to
be an original and all of which taken together shall constitute but one and
the same agreement.

      SECTION 6. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


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      IN WITNESS WHEREOF, the parties hereto have caud this Amendment to be
executed as of the date first above written.

                                  RADIO UNICA COMMUNICATIONS CORP.
                                  f/k/a Radio Unica Holdings Corp.

                                  By: /s/ Steven E. Dawson
                                     -----------------------------
                                     Name:  Steven E. Dawson
                                     Title: EVP/CFO


                                  RADIO UNICA CORP.


                                  By: /s/ Steven E. Dawson
                                     -----------------------------
                                     Name:   Steven E. Dawson
                                     Title:  EVP/CFO


                                  CANADIAN IMPERIAL, BANK OF
                                  COMMERCE, as Agent


                                  By:
                                     -----------------------------
                                     Name:
                                     Title:


                                  LENDERS:

                                  CIBC INC.


                                  By:
                                     -----------------------------
                                     Name:
                                     Title:


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      IN WITNESS WHEREOF, the parties hereto have caud this Amendment to be
executed as of the date first above written.

                                  RADIO UNICA COMMUNICATIONS CORP.
                                  f/k/a Radio Unica Holdings Corp.

                                  By:
                                     -----------------------------
                                     Name:
                                     Title:


                                  RADIO UNICA CORP.


                                  By:
                                     -----------------------------
                                     Name:
                                     Title:


                                  CANADIAN IMPERIAL, BANK OF
                                  COMMERCE, as Agent


                                  By: /s/ Colleen Risorto
                                     -----------------------------
                                     Name:  Colleen Risorto
                                     Title: Executive Director
                                            CIBC World Markets Corp. As Agent


                                  LENDERS:

                                  CIBC INC.


                                  By: /s/ Colleen Risorto
                                     -----------------------------
                                     Name:  Colleen Risorto
                                     Title: Executive Director
                                            CIBC World Markets Corp. As Agent


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