Prepared by MERRILL CORPORATION









Exhibit 10.6




[Execution Copy]




SEVENTH

AMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO NOTES




THIS SEVENTH

AMENDMENT TO LOAN AGREEMENT AND AMENDMENT TO NOTES (herein called the

"Amendment") is entered into as of April 17, 2001, by and among

Hispanic Television Network, Inc., a Delaware corporation

("Borrower") and Goff Moore Strategic Partners, L.P. and GAINSCO,

Inc. (collectively, "Majority Lenders"), representing all Lenders, as

defined in the Original Loan Agreement defined below.




W I T N E S S

E T H:




WHEREAS,

Borrower, Majority Lenders and the other Lenders set forth therein entered into

that certain Loan Agreement dated as of July 25, 2000 (as amended, supplemented

or modified to the date hereof, the "Original Loan Agreement"), for

the purpose and consideration therein expressed, whereby Lenders became

obligated to make loans to Borrower as therein provided and pursuant to which

Borrower issued certain notes to the Lenders in the amounts as set forth in the

Lenders Schedule (collectively, as amended to the date hereof, the

"Original Notes");




WHEREAS,

Borrower and Majority Lenders previously entered into (i) that certain Fifth

Amendment to Loan Agreement and Amendment to Notes dated as of January 31, 2001

(the "Fifth Amendment"), and (ii) that certain Sixth Amendment to

Loan 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 Majority

Lenders restructured the Original Loan Agreement;




WHEREAS, the

facts surrounding the terms of the Restructuring Amendments have changed and

the Original Loan Agreement and Original Notes require additional

restructuring;




WHEREAS, Borrower and Majority Lenders desire

to amend the Original Loan Agreement and the Original Notes for the purpose set

forth herein;




NOW,

THEREFORE, in consideration of the premises and the mutual covenants and

agreements contained herein and in the Original Loan Agreement, and for other

good and valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto do hereby agree as follows:




ARTICLE I.




Definitions

and References




Section 1.1. Terms

Defined in the Original Loan Agreement. 

Unless the context otherwise requires or unless otherwise expressly

defined herein, the terms defined in the Original Loan Agreement shall have the

same meanings whenever used in this Amendment.













 




Section 1.2. Other

Defined Terms.  Unless the context

otherwise requires, the following terms when used in this Amendment shall have

the meanings assigned to them in this Section 1.2.




"Amendment" means this

Seventh Amendment to Loan Agreement and Amendment to Notes.




"Loan Agreement" means the Original Loan Agreement as

amended hereby.




"Notes" means the Original Notes as amended hereby.




ARTICLE II.




Amendments to

Original Loan Agreement




Section

2.1.  Mandatory Prepayments.  Sections 2.5(b) through (e) of the Original

Loan Agreement are hereby deleted in their entirety and replaced with the

following:




"(b) The Company shall make the

following 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 the

unpaid principal balance of the Loan, and the remainder, if any, to any unpaid

principal balance:




(i)            On or before April 30, 2001, an

amount equal to at least $1,000,000;




(ii)           On or before May 31, 2001, an

additional amount equal to at least $1,000,000;




(iii)          On or before June 30, 2001, an

additional amount equal to at least $500,000; and




(iv)          On or before July 31, 2001, an

additional amount equal to at least $500,000.




(c)           The Company shall

prepay to the Lenders (pro rata in accordance with Section 2.4) twenty-five

percent (25%) of all equity (net of actual expenses incurred with respect

thereof) raised by the Company which is in excess of the equity payments

required to be raised by the Company in the definition of "Maturity

Date", to be applied first to accrued and unpaid interest on the unpaid

principal balance of the Loan, and the remainder, if any, to any unpaid

principal balance.  Each prepayment

pursuant to this subsection shall be due and payable immediately upon the

Company's receipt of the equity proceeds described herein, and is in addition

to amounts required to be prepaid to Lenders pursuant to Section 2.5(b).













 




(d)           Any principal or interest prepaid

pursuant to this Section 2.5 shall be in addition to, and not in lieu of, all

payments otherwise required to be paid under the Loan Documents."




Section 2.2. 

Indebtedness.  Section

5.19 of the Original Loan Agreement is hereby deleted in its entirety and

replaced with the following:




"5.19. Indebtedness. 

No Restricted Person will in any manner owe or be liable for

Indebtedness except Permitted Indebtedness;

provided that the aggregate outstanding principal amount of

Permitted Indebtedness at any time shall not exceed $11,300,000 (the amount of

such Permitted Indebtedness which is allowed hereunder and which exists, from

time to time, being herein referred to as "Total Allowed Debt")

and  provided

that the Total Allowed Debt shall be decreased by any amounts which

are used to repay Permitted Indebtedness upon any such repayment."




Section

2.3.  Investments.  Section 5.24 of the Original Loan Agreement

is hereby deleted in its entirety and replaced with the following:




"5.24. Limitation on Investments and New Businesses.  The Company will not (a) make any

expenditure or commitment or incur any obligation or enter into or engage in

any transaction except in the ordinary course of business, (b) engage directly

or indirectly in any business or conduct any operations except in connection

with or incidental to its present businesses and operations, or (c) make any

acquisitions of or capital contributions to or other Investments in any Person

or property, other than Permitted Investments. Notwithstanding anything else in

this Section 5.24, the Company may pursue alliance relationships with third

parties and acquire television stations."




Section

2.4.  Definitions.  The following definitions in Article 7 of

the Original Loan Agreement are hereby deleted in their entirety and replaced

with the following:




“Maturity Date” shall mean the following:




(a)           April 30, 2001, if the following

clause (b) is not satisfied to Lenders' satisfaction;




(b)           May

31, 2001, if, on or before April 30, 2001:




(i) the Company raises an amount equal to or

greater than $1,500,000 in equity (net of actual expenses incurred with respect

thereof) and the Company provides evidence of the Company's receipt of such

equity payment in form satisfactory to Lenders, and




(ii) the

Company has made all prepayments of principal and interest required pursuant to

Sections 2.5(b)(i) and 2.5(c) of this Agreement, and













 




(iii) the

Company has delivered to Bank of America, N.A. or such other institution as

reasonably satisfactory to Majority Lenders, an amount equal to all outstanding

principal, accrued and unpaid interest and other Obligations payable to Lenders

to be held in escrow by Bank of America, N.A. or such other institution, and




 




(iii) the

Company has paid Thompson & Knight L.L.P. for all fees and expenses

incurred in connection with the Loan Agreement and other Loan Documents,

including all amendments thereto;




 




(c)           June 30, 2001, if:




 




(i) the

Company satisfied section (b) of this definition, and




 




(ii) on or

before May 31, 2001, (A) the Company raises an additional amount equal to or

greater than $1,500,000 in equity (net of actual expenses incurred with respect

thereof) and the Company provides evidence of the Company's receipt of such

equity payment in form satisfactory to Lenders and (B) the Company has made all

prepayments 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) of

this definition, and




 




(ii)           on or before June 30, 2001, (A) the

Company raises an additional amount equal to or greater than $1,000,000 in

equity (net of actual expenses incurred with respect thereof) and the Company

provides evidence of the Company's receipt of such equity payment to Lenders in

form satisfactory to Lenders and (B) the Company has made all prepayments of

principal and interest required pursuant to Sections 2.5 (b)(iii) and 2.5(c) of

this Agreement;




 




(e)           August 31, 2001, if:




 




(i)            the Company satisfied section (d) of

this definition, and




 




(ii)           on or before July 31, 2001, (A) the

Company raises an additional amount equal to or greater than $1,000,000 in

equity (net of actual expenses incurred with respect thereof) and the Company

provides evidence of the Company's receipt of such equity payment to Lenders in

form satisfactory to Lenders and (B) the Company has made all prepayments of

principal and interest required pursuant to Sections 2.5 (b)(iv) and 2.5(c) of

this Agreement;













 




In no event shall

the Maturity Date exceed August 31, 2001." 




“Permitted

Indebtedness” means the following: 




(a)           the

Obligations.




(b)           unsecured Indebtedness between the

Company and its Subsidiaries arising in the ordinary course of business.




(c)           Indebtedness owed by the Company or

its Subsidiaries which is subordinated to the Obligations upon terms and

conditions satisfactory to Majority Lenders.




(d)           outstanding Indebtedness of the

Company and of any of the Company's Subsidiaries on the Closing Date, but

excluding any renewals or extensions of such Liabilities."




Section

2.5.  Deleted Definitions.  The definitions of "CN", "CN

Acquisition", "Extension Conditions", "Gorriti",

"Initial $500,000 Payment" and "Initial Gorriti Payment"

are hereby deleted from Article VII of the Original Loan Agreement.




Section

2.6.  Acknowledgment of Rate of

Interest.  Borrower hereby

acknowledges and agrees that, since February 1, 2001, interest on the Notes has

accrued at a rate of thirteen percent (13%) per annum.




ARTICLE IIA.




Amendment to

Original Notes.




Section 2.1A.  Amendment.  The

second paragraph of each Original Note is hereby deleted in its entirety and

replaced with the following:




“The principal

amount of this Note, together with all interest accrued hereon, shall be due

and payable in full on the Maturity Date (as such term is defined in the Loan

Agreement).  From the date hereof

through January 31, 2001, the principal amount of the Loan (exclusive of any

past due principal or interest) from time to time outstanding shall bear

interest 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 maturity

hereof, the principal amount of the Loan and all accrued and unpaid interest

(exclusive of any past due principal or interest) from time to time outstanding

shall bear interest at the rate of thirteen percent (13%) per annum, calculated

on the basis of actual days elapsed and a year of 365 days.  All past due principal of and interest on

this Note shall bear interest on each day outstanding at the rate of sixteen

percent (16%) per annum, calculated on the basis of actual days elapsed and a

year of 365 days, and such interest shall be due and payable daily as it

accrues.”













 




ARTICLE III.




Conditions of

Effectiveness




Section 3.1. Effective

Date.  This Amendment shall become

effective when, and only when:




(a)           Majority Lenders

shall have received, at Majority Lenders' office, a counterpart of each of the

following documents, executed and delivered by Borrower:




(i)            this

Amendment;




(ii)           an Amendment to Warrant in favor of

each Lender, in the form of Exhibit A hereto; and




(b)           Majority Lenders

shall have received such other supporting documents as Majority Lenders may

reasonably request.




Section 3.2. Expenses

of Counsel.  In connection with this

Amendment, Borrower shall have the obligation to reimburse the Majority Lenders

for the fees and expenses of their counsel and for all recording fees incurred

in connection herewith.  The Company

shall pay this amount to Majority Lenders on or prior to April 30, 2001.




ARTICLE IV.




Representations

and Warranties




Section 4.1. Representations

and Warranties of Borrower.  In

order to induce Majority Lenders to enter into this Amendment, Borrower represents

and warrants to each Lender that:




(a)           The Company has heretofore made a

full disclosure to Majority Lenders of its financial position, including full

disclosure (either in writing or orally) of all monetary and covenant defaults

to the Loan Agreement and other Loan Documents which exist on the date

hereof.  Furthermore, the Company hereby

represents and warrants that all representations and warranties contained in

Article III of the Original Loan Agreement are true and correct at and as of

the date hereof, except to the extent that (i) the facts on which such

representations and warranties are based have been changed by the extension of

credit under the Loan Agreement or (ii) with respect to Section 3.6 of the Loan

Agreement, the Company has incurred certain trade debt in the ordinary course

of its business, which trade debt has been outstanding for periods that may be

in excess of regular aging limits, and which trade debt will be paid by the

Company within 90 days of the date hereof.









(b)           Borrower is duly

authorized to execute and deliver this Amendment and is and will continue to be

duly authorized to borrow monies and to perform its obligations under the Loan

Agreement. Borrower has duly taken all corporate action necessary to authorize

the execution and delivery of this Amendment and to authorize the performance

of the obligations of Borrower hereunder and thereunder.




(c)           The execution and

delivery by Borrower of this Amendment, the performance by Borrower of its

obligations hereunder and the consummation of the transactions contemplated

hereby do not and will not conflict with any provision of law, statute, rule or

regulation or of the certificate of incorporation and bylaws of Borrower, or of

any material agreement, judgment, license, order or permit applicable to or

binding upon Borrower, or result in the creation of any lien, charge or

encumbrance upon any assets or properties of Borrower.  Except for those which have been obtained,

no consent, approval, authorization or order of any court or governmental

authority or third party is required in connection with the execution and

delivery by Borrower of this Amendment or to consummate the transactions

contemplated hereby.




(d)           When duly executed

and delivered, this Amendment will be a legal and binding obligation of

Borrower, enforceable in accordance with its terms, except as limited by

bankruptcy, insolvency or similar laws of general application relating to the

enforcement of creditors' rights and by equitable principles of general

application.




ARTICLE V.




Miscellaneous




Section 5.1. Ratification

of Agreements.  The Original Loan

Agreement, as hereby amended is hereby ratified and confirmed in all

respects.  The Original Notes, as hereby

amended, are hereby ratified and confirmed in all respects.  The Loan Documents, as they may be amended

or affected by this Amendment, are hereby ratified and confirmed in all

respects. Any reference to the Loan Agreement in any Loan Document shall be

deemed to be a reference to the Original Loan Agreement as hereby amended.  Any reference to the Notes in any Loan

Document shall be deemed to be a reference to the Original Notes as hereby

amended.  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 Lenders under the Loan

Agreement or any other Loan Document nor constitute a waiver of any provision

of the Loan Agreement or any other Loan Document.




Section 5.2. Release

of Claims.  Borrower hereby

represents and warrants that there are no liabilities, claims, suits, debts,

liens, losses, causes of action, demands, rights, damages or costs, or expenses

of any kind, character or nature whatsoever, known or unknown, fixed or

contingent (collectively, the "Claims"), which Borrower or any of its

Subsidiaries may have or claim to have against Lenders or any of their

affiliates, 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 omission

of the Lender Released Parties existing or occurring on or prior to the date of

this Amendment, including without limitation any Claims arising with respect to

the Obligations, the Loan Agreement or any Loan Documents.  Borrower hereby releases, acquits, and

forever discharges the Lender Released Parties from any and all Claims that

Borrower or any such Subsidiary may have or claim to have, relating to or

arising out of or in connection with the Obligations, the Loan Agreement or any

Loan Documents or any other agreement or transaction contemplated hereby or any

action taken in connection therewith from the beginning of time up to and

including the date of the execution and delivery of this Amendment.  Borrower further agrees forever to refrain

and to cause each of its Subsidiaries to refrain from commencing, instituting,

or prosecuting any lawsuit, action, or other proceeding against any Lender

Released Parties with respect to any and all Claims.













 




Section 5.3. Survival

of Agreements.  All representations,

warranties, covenants and agreements of Borrower herein shall survive the

execution and delivery of this Amendment and the performance hereof, including

without limitation the making or granting of the Loans, and shall further

survive until all of the Obligations are paid in full and all obligations under

the Loan Documents are performed in full. 

All statements and agreements contained in any certificate or instrument

delivered by Borrower hereunder or under the Loan Agreement to any Lender shall

be deemed to constitute representations and warranties by, and/or agreements

and covenants of, Borrower under this Amendment and under the Loan Agreement.




Section 5.3. Loan

Documents.  This Amendment is a Loan

Document, and all provisions in the Loan Agreement pertaining to Loan Documents

apply hereto and thereto.




Section 5.4. Governing

Law.  This Amendment shall be

governed by and construed in accordance the laws of the State of Texas and any

applicable laws of the United States of America in all respects, including

construction, validity and performance.




Section 5.5. Counterparts;

Fax.  This Amendment may be

separately executed in counterparts and by the different parties hereto in

separate counterparts, each of which when so executed shall be deemed to

constitute one and the same Amendment. 

This Amendment may be validly executed by facsimile or other electronic

transmission.




THIS

AMENDMENT 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 OF THE PARTIES.




 




 




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                IN WITNESS WHEREOF, this Amendment is

executed 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: