Prepared by MERRILL CORPORATION









Exhibit 10.7




SECOND AMENDMENT AND AGREEMENT REGARDING WARRANTS




THIS SECOND

AMENDMENT AND AGREEMENT REGARDING WARRANTS (this "Amendment") is

dated as of April 17, 2001, by and among Hispanic Television Network, Inc., a

Delaware corporation (the "Company") and Goff Moore Strategic

Partners, L.P. and GAINSCO, Inc. (collectively, "Warrantholder

Representatives"), representing all holders of that certain series of

warrants to purchase shares of Company common stock dated July 25, 2000

(collectively, as amended, supplemented or modified to the date hereof, the

"Warrants") and issued by the Company in connection with the Original

Loan Agreement (as defined below), and representing the parties, other than the

Company, to the Registration Rights Agreement and the Second Amendment (each as

defined below).




W I T N E S S E T H:




WHEREAS, the

Company and the Warrant Representatives 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");




WHEREAS, in

connection with the Original Loan Agreement, the Company issued the Warrants to

the Warrantholder Representatives and the other lenders thereunder;




WHEREAS, the

Warrants have previously been amended from time to time in connection with

amendments to the Original Loan Agreement among the Company and the Warrant

Representatives, including under (i) that certain Second Amendment to Loan

Agreement and Agreement dated as of November 6, 2000 (the "Second

Amendment"), (ii) that certain Third Amendment to Loan Agreement and

Agreement dated as of December 15, 2000 (the "Third Amendment") and

(iii) that certain Amendment and Agreement Regarding Warrants dated January 31,

2001 (the "First Warrant Amendment");




WHEREAS, the

Company, the Warrant Representatives and the lenders represented by the Warrant

Representatives entered into that certain Registration Rights Agreement dated

as of July 25, 2000 (the "Registration Rights Agreement");




WHEREAS,

the  First Warrant Amendment was

predicated upon the consummation of certain proposed underlying transactions

that were in fact ultimately not consummated; and




WHEREAS, the

Company and Warrantholder Representatives desire to further amend the Warrants

(as amended by the Second Amendment, the Third Amendment and the First Warrant

Amendment) and the Registration Rights Agreement as described herein;




NOW,

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

agreements contained herein and in the Seventh Amendment to Loan Agreement and

Amendment of Notes of even date herewith (the "Seventh Amendment"),

and for other good and valuable consideration, the receipt and sufficiency of

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













 




1.             Prior Amendments

to Warrant Provisions Superseded and Canceled.  Article II.A. of the Second Amendment (Agreements Relating to the

Warrants),  Article II.A. of the Third

Amendment (Agreements Relating to the Warrants) and the entire First Warrant Amendment

are each hereby deleted in their entirety and shall be of no further force or

effect.




2.             Terms Defined in

the Warrants.  Unless the context

otherwise requires or unless otherwise expressly defined herein, the terms

defined in the Warrants shall have the same meanings whenever used in this

Amendment.




3.             Amendments to

Defined Terms.  The definitions of

"Exercise Price", "Loan Agreement" and "Shares"

in Section 1 of the Warrants are deleted in their entirety and replaced with

the definitions set forth below and the definitions of "Fully Diluted

Shares", "Series Shares" and "Series Warrants" are

added as set forth below:




"Exercise Price" shall mean

the exercise price per share of Common Stock, which shall equal $.01 (one cent)

per share.




"Fully Diluted Shares" shall

mean (i) the shares of Common Stock outstanding as of a specified date, (ii)

shares of Common Stock into or for which rights, options, warrants,

indebtedness or other securities outstanding as of such date are or may become

exercisable, exchangeable or convertible (including the Series Shares), and

(iii) shares of Common Stock designated or set aside as of such date for

issuance pursuant to any option plan, equity incentive plan or other plan

pursuant to which shares of Common Stock may become issued.




"Loan Agreement" shall mean

that certain Loan Agreement dated as of July 25, 2000, between the Company and

certain lenders set forth therein, as may be amended from time to time.




"Series

Shares" shall mean the aggregate number of shares of Common Stock

subject to all Series Warrants calculated as follows.  In the event that the entire amount of principal and interest

outstanding under the Loan Agreement is repaid by the Company (i) on or before

May 31, 2001, the number of Series Shares shall be equal to 5% of the Fully

Diluted Shares, (ii) after May 31, 2001 but on or before June 30, 2001, the

number of Series Shares shall be equal to 7.5% of the Fully Diluted Shares,

(iii) after June 30, 2001 but on or before July 31, 2001, the number of Series

Shares shall be equal to 10% of the Fully Diluted Shares, or (iv) after July

31, 2001 but on or before August 31, 2001, the number of Series Shares shall be

equal to 12.5% of the Fully Diluted Shares. 

The percentage as may from time to time be determined to be applicable

under clauses (i)-(iv) of the immediately preceding sentence shall be referred

to herein as the "Applicable Percentage".













 




"Series Warrants" shall

mean, collectively, all of the outstanding warrants of the same series as this

Warrant, specifically those warrants originally issued in connection with the

Loan Agreement and dated July 25, 2000, or any warrants substituted therefor.




"Shares" shall mean, subject to adjustment as provided under

Section 3, the number of shares of Common Stock subject to this Warrant.  The number of Shares shall equal, at any

point in time, the number of Series Shares multiplied

by (c) a fraction (i) the numerator being the total maximum

principal amount loaned or committed to be loaned to the Company by Purchaser (including the Initial Loan

Amount and the Escrowed Funds, as such terms are defined in the Loan

Agreement), plus the aggregate interest payable by the Company on such loan

until such time as the loan is repaid in full, and (ii) the denominator being

the total maximum principal amount loaned or committed to be loaned to the

Company by all Lenders (including

the Initial Loan Amount and the Escrowed Funds, as such terms are defined in

the Loan Agreement), plus the aggregate interest payable by the Company on such

loans until such time as the loans are repaid in full.  For

example, if Purchaser loaned $950,000 to the Company and the

interest payable under such loan was $50,000, the total amount loaned to the

Company under the Loan Agreement was $4.75 million and the interest payable

under such loans was $250,000, and the number of Series Shares was 5,000,000,

then the number of Shares would be 1,000,000 (i.e., 5,000,000 Series Shares

multiplied by $1,000,000/$5,000,000).




4.             Exercise of

Warrant. Section 2(a) of the Warrants is hereby deleted in its entirety and

replaced with the following:




(a)           At any time after the date hereof

through and including the Expiration Date, Warrantholder may from time to time

exercise this Warrant, in whole or in part. 

In the event that the Warrantholder elects to exercise this Warrant at

any time that the number of Shares has not been finally determined, the Company

shall be obligated to permit the Warrantholder to exercise its right to

purchase the maximum number of Shares that may be covered by this Warrant at

the time of exercise, and the Company shall promptly issue such Warrantholder a

new Warrant representing the right to purchase any unexercised or additional

Shares that may be determined subsequent to such exercise.




5.             Adjustment of

Series Shares; Anti-Dilution. 

Section 3 of the Warrants is hereby deleted in its entirety and replaced

with the following:




Section 3.               Adjustment of Series Shares;

Anti-Dilution.




(a)           If, at any time

prior to the Expiration Date, the number of outstanding shares of Common Stock

is increased by a stock dividend payable in shares of Common Stock or by a

subdivision or split-up of shares of Common Stock, then, immediately following

such action, the number of Series Shares as determined immediately prior to such

action shall be proportionately increased.













 




(b)           (i)            If, at any time prior to the

Expiration Date, the Company issues or sells shares of Common Stock, or in any

manner grants any warrants, options or other rights (collectively,

"Options") to acquire shares of Common Stock or any other securities

convertible into or exchangeable for Common Stock ("Convertible

Securities"), and such Common Stock, or the shares of Common Stock

underlying such Options or Convertible Securities, are issued or may under any

possible circumstances be subject to issuance for less than $2.00 per share

cash consideration (such calculation disregarding the value, if any, of any

portion of consideration paid in any form other than cash) to the Company for

such shares (such amount, as subject to adjustment hereunder, the "Minimum

Price"), then the number of Series Shares as calculated immediately prior

to such action shall be adjusted immediately after such action by adding a

number of additional shares equal to:




(The

maximum number of shares of Common Stock issued or potentially issuable

(pursuant to exercise, conversion or exchange of an Option or Convertible

Security or otherwise) at less than the Minimum Price resulting from such

action multiplied by the

Applicable Percentage)  divided by  (1 minus  the Applicable Percentage)




(ii)           For purposes of

determining whether any shares of Common Stock issuable upon exercise,

conversion or exchange of Options or Convertible Securities are subject to

issuance for less than the Minimum Price, the following rules shall apply.  First, the consideration paid for such

shares of Common Stock shall be deemed to include the total amount of cash

consideration, if any, received or receivable by the Company as consideration

for the issue or grant of such Options and Convertible Securities, plus the

minimum aggregate amount of additional consideration payable to the Company

upon the exercise of such Options and the conversion or exchange of such

Convertible Securities, including, in the case of any such Options which relate

to Convertible Securities, the minimum aggregate amount of additional

consideration, if any, payable to the Company upon the conversion or exchange

of such Convertible Securities (such calculation disregarding the value, if

any, of any portion of consideration paid in any form other than cash).  Second, in the event that the Company issues

indebtedness or other securities that are not Options or Convertible Securities

(the “Other Securities”) concurrently with the issuance of Options or Convertible

Securities, the Company shall allocate the face amount of such indebtedness or

the liquidation preference of such Other Securities, whichever is greater, to

such Other Securities, and shall allocate the remaining consideration to the

Options or Convertible Securities for the purposes of this subsection

(ii).  Third, in the event that the

Company concurrently issues Options or Convertible Securities that contain

different exercise prices, then the Options or Convertible Securities with

separate conversion prices shall be treated as a separate issuance for purposes

of this Section 3.













 




(iii)          If, at any time

prior to the Expiration Date, the number of outstanding shares of Common Stock

is decreased by a combination of shares (by reverse stock split or otherwise)

of Common Stock, then, immediately following such action, the Minimum Price in

effect immediately prior to such action will be proportionately increased.




 




(iv)          At any time prior to

the Expiration Date that the Company sells or issues shares of Common Stock,

Options or Convertible Securities, the Company shall provide to each

Warrantholder, within fifteen calendar days of such action, written notice of

such sale or issuance, including a reasonable description of the substance of

such sale or issuance, including the amount and form of any consideration paid

to the Company in connection with such action, and the terms and conditions of

exercise, conversion or exchange related to any Options or Convertible

Securities sold or issued in such action.




 




(v)           Notwithstanding the

foregoing provisions of this Section 3(b), if the entire amount of principal

and interest outstanding under the Loan Agreement and all other Obligations (as

defined in the Loan Agreement) are repaid by the Company in full on or before

April 30, 2001, this Section 3(b) shall terminate one year prior to the

Expiration Date.




 




6.             Reservation and

Authorization of Capital Stock. 

Section 6 of the Warrants is hereby deleted in its entirety and replaced

with the following:




Section 6.  Reservation and Authorization of Capital

Stock.  The Company shall at all

times reserve and keep available for issuance such number of its authorized but

unissued shares of Common Stock as will be sufficient to permit the exercise

for in full for Series Shares of all outstanding Series Warrants.




7.             Registration

Rights.  Section 9 of the Warrants

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




Section

9.               Registration

Rights.  The Warrant Stock issuable

upon exercise of this Warrant shall be deemed to constitute "Registrable

Shares" as defined under and subject to the provisions of a certain

Registration Rights Agreement, dated the same date as this Warrant, by and

among the Company, Purchaser and the other Lenders.




8.             Amendment to Registration Rights

Agreement.  The definition of

"Registrable Shares" in Section 1(f) of the Registration Rights

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













 




(f)            "Registrable Shares" means

at any time any Common Stock owned by any Holder which is or may be acquired

through the exercise of the Warrants, or otherwise issued pursuant to any

provision in the Warrants as they may from time to time be amended, and any

other shares of Common Stock issued in respect of such shares by way of a stock

dividend or stock split, or in connection with a combination of shares,

recapitalization, merger, consolidation or reorganization; provided, however,

that shares of Common Stock shall cease to be Registrable Shares as soon as

they are: (i) eligible for sale without restriction under Rule 144(k) of the

Securities Act (provided that the Company's Secretary or transfer agent has

removed all transfer restrictions and restrictive legends with respect to such

Common Stock); (ii) sold or otherwise disposed of pursuant to a registration

statement that was filed with the Commission and declared effective under the

Securities Act (provided that the Company's Secretary or transfer agent has

removed all transfer restrictions and restrictive legends with respect to such

Common Stock); (iii) sold, transferred or disposed of by a Holder to any Person

that is not a Purchaser or an Affiliate of a Purchaser; or (iv) no longer

outstanding.




9.             Request for

Demand Registration.  The

Warrantholder Representatives, representing the holders of a majority of

Registrable Securities (as defined under the Registration Rights Agreement, as

amended) hereby notify the Company of their request that a Required Shelf (as

defined in the Registration Rights Agreement) be filed by the Company in

accordance with Section 2(a)(i) of the Registration Rights Agreement.




10.           Effective Date.  This Amendment shall become effective if and

when, and only if and when, the Seventh Amendment becomes effective.




11.           Effect of Event

of Default Under Loan Agreement . 

Upon the occurrence of an "Event of Default" as defined under

the Original Loan Agreement, as may be amended from time to time from and after

the date hereof (including under the Seventh Amendment), the following shall

occur:




(a)           Sections 3, 4, 5 and 6 of this

Amendment shall be canceled in their entirety and shall be of no further force

or effect;




(b)           The Warrants shall thereafter be

governed (unless later amended) by their original terms and provisions as in

effect prior to any amendments thereto, provided that the Warrants shall hereby

be amended as follows:




(i)            Notwithstanding anything to the

contrary contained in the definition of Shares (as such term is defined in the

Warrants), the number of Shares that each Warrant is exercisable into upon the final

application of the calculations set forth in such definition shall be

multiplied by an additional one hundred and twenty five percent (125%).













 




(ii)           With

respect to the definition of Exercise Price in Section 1 of the Warrant, the

first event to occur under the various alternative calculation methods set

forth in clauses (a) through (e) of such definition is clause (c), the

occurrence of January 31, 2001. 

Accordingly, the parties hereto hereby agree that the proper calculation

of Exercise Price pursuant to such clause (c) would be $.41 per share (subject

to adjustment pursuant to the provisions of Section 3 of the Warrant, as may be

amended from time to time, which Section 3 will be applied retroactively to the

date of the original issuance of the Warrant).




12.           Expenses of

Counsel.  In connection with this

Amendment, the Company shall have the obligation to reimburse the Warrantholder

Representatives for the fees and expenses of their counsel.  The Company shall pay this amount to

Warrantholder Representatives on or prior to April 30, 2001.




13.           Representations

and Warranties.  In order to induce

Warrantholder Representatives to enter into this Amendment on behalf of

themselves and the other holders of Warrants, the Company represents and

warrants to each holder of an Warrant as follows:




(1)           The Company is duly authorized to

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

authorized to perform its obligations under the Warrants and the Registration

Rights Agreement as hereby amended.  The

Company 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 the Company hereunder.




(2)           The execution and delivery by the

Company of this Amendment, the performance by the Company 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 the Company, or of any

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

upon the Company, or result in the creation of any lien, charge or encumbrance

upon any assets or properties of the Company. 

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 the Company of this

Amendment or to consummate the transactions contemplated hereby.




(3)           When duly executed and delivered,

this Amendment will be a legal and binding obligation of the Company,

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.




(4)           Attached as Exhibit

A hereto is a true and correct listing and description (i.e., the number of

shares of outstanding Common Stock, the number of shares of Common Stock

subject to outstanding employee options, etc.) as of the date indicated on such

exhibit (which date shall not be earlier than 10 days prior to the date hereof)

of all Fully Diluted Shares (as defined above).  The parties recognize that the total number of Series Shares will

not be determined until such time as the entire amount of the principal and

interest outstanding under the Loan Agreement is repaid in full, and thus the

total number of Series Shares will be calculated based on the number of Fully

Diluted Shares at such time.













 




14.           Survival.  All representations, warranties, covenants

and agreements contained herein shall survive the execution and delivery of

this Amendment and the performance hereof.




15.           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.




16.           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.




 




                IN WITNESS WHEREOF, this Amendment is

executed as of the date first above written.




 




 




 




	

   


  	

   


  	

   


  	

  THE COMPANY:


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  HISPANIC TELEVISION NETWORK, INC.


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  By:


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   

  Name:


  
	

   


  	

   


  	

   


  	

   


  	

   

  Title:


  
	

   


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  WARRANTHOLDER REPRESENTATIVES:


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

  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:


  
						





 













 




EXHIBIT

A




 




Schedule of "Fully

Diluted Shares" as of April 13, 2001