##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number
    000-27823
  
  Spanish Broadcasting System,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware

13-3827791(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   2601 South Bayshore Drive, PH II
    Coconut Grove, Florida 33133 (Address of principal
    executive offices and zip code)
   (305) 441-6901
   None
   None
     Title of Each Class

Name of Each Exchange on Which RegisteredClass A common stock, par value $0.0001 per share

The NASDAQ Global Market    o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting company o   Rule 12b-2 o þ
      Documents
    Incorporated by Reference:
  Form 10-K.




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##### 





Table of
    Contents
   
 PagePARTIItem 1.


Business


2Item 1A.


Risk Factors


21Item 1B.


Unresolved Staff Comments


34Item 2.


Properties


34Item 3.


Legal Proceedings


35Item 4.


Submission of Matters to a Vote of Security
    Holders


37Item 4A.


Directors and Executive Officers of the
    Registrant


37PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


39Item 6.


Selected Financial Data


41Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


43Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


57Item 8.


Financial Statements and Supplementary Data


57Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


57Item 9A.


Controls and Procedures


57Item 9B.


Other Information


58PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


58Item 11.


Executive Compensation


59Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


59Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


59Item 14.


Principal Accountant Fees and Services


59PART IVItem 15.


Exhibits, Financial Statement Schedules


59EX-10.116 Restricted Stock GrantEX-10.119 Hudson Letter AgreementEX-10.122 Local Marketing AgreementEX-21.1 List of SubsidiariesEX-23.1 Consent of KPMG LLPEX-31.(I)1 Section 302 Certification of CEOEX-31.(I)2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFO   1




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Special
    Note Regarding Forward-Looking Statements
  Form 10-K
   PART I  Item 1.
    Business  (305) 441-6901, www.spanishbroadcasting.com.
  and/or LaMusica.com, Mega.tv,
  Spanish-language
 2




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Business
    Strategy
      Hispanic
    Market Opportunity
    
    Hispanic Population Growth.  The
    U.S. Hispanic population is the largest ethnic minority
    group and the fastest growing consumer market and demographic
    group of the U.S. population. Between 1990 and 2007, the
    Hispanic population growth surged by 100% compared to 13% for
    the non-Hispanic population and a 21% gain for the total
    population. The Hispanic population has grown 26.6% since 2000.
    By 2012, it is estimated that nearly one out of every six
    individuals living in the U.S. will be of Hispanic origin.
    Hispanic Buying Power.  The
    U.S. Hispanic population accounted for an estimated buying
    power of $862 billion in 2007 and Hispanic buying power is
    growing at nearly twice the annual rate of non-Hispanic buying
    power. Hispanic buying power is expected to increase by 39.2% to
    $1.2 trillion by 2012, positioning the Hispanic demographic as
    an extremely attractive group for advertisers.
    Growth in Spanish Language Advertising
    Spending.  In 2007, advertisers spent an
    estimated $3.8 billion on
    Spanish-language
    media advertising, compared to $3.3 billion in 2006,
    representing a 10.8% increase from the previous year.  The Selig Center for Economic Growth, University
    of Georgia, July 2007 Advertising Age, Hispanic Fact
    Pack, Annual Guide to Hispanic Marketing & Media, 2007
    Edition.
  Operating
    Strategy
    Format high quality programming. Spanish-language
  Attract and retain strong local management
    teams.
 3




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and/or
  Utilize focused sales efforts and sales
    bundling. Spanish-language
    Control broadcast station operating
    costs.
  Effective use of promotions and special
    events.
  Maintain strong community
    involvement.
  Expand branded content across multiple media
    platforms.
 4




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Recent
    Developments
  Local
    Marketing Agreement
    Operating
    Segments
    Item 8. Financial Statements and Supplementary
    Data
  Radio
    Overview
      Our Markets2007 Estimated





2007 Total2007 Estimated


% of Total


2007 Estimated


EstimatedHispanic



Hispanic


Hispanic


% of Total


Market Radio


Number ofMarket



Population


Population in


U.S. Hispanic


Revenue


StationsRank(a)

Hispanic Market

(000)(a)


Market(a)


Population(a)


($mm)(b)


We Operate1

Los Angeles


8,507



48
%


18
%

$
1,060



22

New York


4,435



21
%


9
%


791



2*

Puerto Rico


3,912



99
%


9
%


119



113

Miami


2,152



49
%


5
%


315



44

Chicago


1,972



20
%


4
%


586



16

San Francisco


1,712



24
%


4
%


420



1Total for our markets


22,690



35
%


48
%

$
3,291



21     (a)
    
    Sources: Synovate 2008 Diversity
    Markets Report; U.S. Census Bureau Population Estimates for
    Puerto Rico, July 2007.(b)
    
    Source: BIA Financial Network
    Inc.s Investing in Radio, 2007 Market Report.  *
    
    Puerto Rico is not ranked by the
    Synovate 2008 Diversity Markets Report. 5




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Radio
    Station Portfolio
  BIA Financial Network, Inc.s 2007 Investing in Radio
    Market Report, Synovate 2008 Diversity Markets Report U.S. Census Bureau Population Estimates for Puerto
    Rico  2007.
  Los
    Angeles
    New
    York
  Spanish-language WSKQ-FM WPAT-FM.
  Puerto
    Rico
    Miami
    Chicago
   6




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San Francisco
    Radio
    Station Programming
  ® ® and/or
  
    Spanish Tropical.  The Spanish Tropical
    format primarily consists of salsa, merengue, bachata and
    reggaeton music. Salsa is dance music combining Latin Caribbean
    rhythms with jazz originating from Puerto Rico, Cuba and the
    Dominican Republic, which is popular with the Hispanics whom we
    target in New York, Miami and Puerto Rico. Merengue music is
    up-tempo dance music originating in the Dominican Republic.
    Bachata is a softer tempo dance music also originating in the
    Dominican Republic. Reggaeton is a modern rhythmic dance genre
    that incorporates certain elements of hip-hop music.
    Regional Mexican.  The Regional Mexican
    format consists of various types of music played in different
    regions of Mexico such as ranchera, nortena, banda and cumbia.
    Ranchera music, originating from Jalisco, Mexico, is a
    traditional folkloric sound commonly referred to as mariachi
    music. Mariachi music features acoustical instruments and is
    considered the music indigenous to Mexicans who live in country
    towns. Nortena means northern, and is representative of Northern
    Mexico. Featuring an accordion, nortena has a polka sound with a
    distinct Mexican flavor. Banda is a regional format from the
    state of Sinalóa, Mexico and is popular in California.
    Banda resembles up-tempo marching band music with synthesizers.
    Spanish Adult Contemporary.  The Spanish
    Adult Contemporary format includes soft romantic ballads and
    Spanish pop music, international hits from Puerto Rico, Mexico,
    Latin America and Spain.
    Spanish Oldies.  The Spanish Oldies
    format includes a variety of Latin and English classics mainly
    from the 1960s, 1970s and 1980s.
    Top 40.  The Top 40 format consists of
    the most popular current chart hits.
    News Talk.  Top local, national and
    world news along with local traffic and weather information.
    Moment by moment monitoring of breaking news as it happens along
    with compelling hard hitting topics that shape our world.
    Hurban.  The Hispanic Urban (Hurban)
    format consists of reggaeton, which is dance music
    that originated in Panama and Puerto Rico more than a decade ago
    and has evolved into a mix of Spanish- and
    English-language
    dance hall, traditional reggae, Latin pop and Spanish hip-hop. 7




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Target BuyingDemographicMarket

FM Station

Format

Group by AgeLos Angeles

KLAX

Regional Mexican


18-49KXOL

Hurban


18-34New York

WSKQ

Spanish Tropical


18-49WPAT

Spanish Adult Contemporary


25-54Puerto Rico

WMEG

Top 40


18-34WEGM

Top 40


18-34WRXD

News Talk


25-54WIOA

Spanish Adult Contemporary


18-49WIOB

Spanish Adult Contemporary


18-49WIOC

Spanish Adult Contemporary


18-49WZNT

Spanish Tropical


18-49WZMT

Spanish Tropical


18-49WZET

Spanish Tropical


18-49WODA

Hurban


18-34WNOD

Hurban


18-34Chicago

WLEY

Regional Mexican


18-49Miami

WXDJ

Spanish Tropical


18-49WCMQ

Spanish Oldies


25-54WRMA

Spanish Adult Contemporary


18-49WRZA

Regional Mexican


18-49San Francisco

KRZZ

Regional Mexican


18-49   On-Line
    Properties (LaMusica.com)
  LaMusica.com, Mega.tv LaMusica.com LaMusica.com.
  LaMusica.com
  Television
    Overview and Programming
  Spanish-language
 8




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Spanish-language
  Advertising
    Revenue
           9




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Seasonality
    Competition
  Spanish-language English-language Spanish-language English-language
    
    management experience;
    talent and popularity of on-air personalities and television
    show hosts and actors;
    audience ratings and our broadcast stations rank in their
    markets;
    signal strength and frequency; and
    audience demographics, including the nature of the
    Spanish-language
    market targeted by a particular station.  Federal Regulation of Radio and Television
    Broadcasting
   10




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tm ®
  ®
    Federal Regulation of Radio
    and Television Broadcasting
  Trademarks,
    Copyrights and Licenses
    Antitrust
   11




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Federal
    Regulation of Radio and Television Broadcasting
    
    assigns frequency bands for radio and television broadcasting;
    determines the particular frequencies, locations and operating
    power of radio and television broadcast stations;
    issues, renews, revokes and modifies radio and television
    broadcast station licenses;
    establishes technical requirements for certain transmitting
    equipment used by radio and television broadcast stations;
    adopts and implements regulations and policies that directly or
    indirectly affect the ownership, operation, program content and
    employment and business practices of radio and television
    broadcast stations; and
    has the power to impose penalties, including monetary
    forfeitures, for violations of its rules and the Communications
    Act.       12




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
    changes to the license authorization and renewal process;
    proposals to impose spectrum use or other fees on FCC licensees;
    proposals to codify indecency regulations or increase sanctions
    for broadcasting indecent material;
    changes to the FCCs equal employment opportunity
    regulations and other matters relating to the involvement of
    minorities and women in the broadcasting industry;
    proposals to change rules relating to political broadcasting
    including proposals to grant free air time to candidates, and
    other changes regarding program content;
    proposals to restrict or prohibit the advertising of beer, wine
    and other alcoholic beverages;
    proposals to increase
    and/or
    quantify locally oriented program content and diversity;
    proposals to change rules regarding studio location and
    operations;
    technical and frequency allocation matters;
    the implementation of digital audio broadcasting on a
    terrestrial basis;
    changes in broadcast, multiple ownership, foreign ownership,
    cross-ownership and ownership attribution policies;
    proposals to allow telephone companies to deliver audio and
    video programming to homes in their service areas; and
    proposals to alter provisions of the tax laws affecting
    broadcast operations and acquisitions.    FCC
    Licenses
   13




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Broadcast



Date of


Date of License


Operation

FCCStation

Market

Acquisition


Expiration


Frequency

Class

HAAT


Power(In meters)


(In kilowatts)KLAX-FM

Los Angeles, CA


02/24/88



12/01/13



97.9 MHz



B



184



33.0KXOL-FM

Los Angeles, CA


10/30/03



12/01/13



96.3 MHz



B



388



7.0WSKQ-FM

New York, NY


01/26/89



06/10/06
(a)


97.9 MHz



B



415



6.0WPAT-FM

New York, NY


03/25/96



06/01/14



93.1 MHz



B



433



5.4WMEG-FM

Puerto Rico


05/13/99



02/01/12



106.9 MHz



B



594



25.0WEGM-FM

Puerto Rico


01/14/00



02/01/12



95.1 MHz



B



600



25.0WRXD-FM(b)

Puerto Rico


12/01/98



02/01/12



96.5 MHz



B



852



11.5WZET-FM

Puerto Rico


05/13/99



02/01/12



92.1 MHz



A



337



3.0WIOA-FM

Puerto Rico


01/14/00



02/01/12



99.9 MHz



B



560



31.0WIOB-FM

Puerto Rico


01/14/00



02/01/12



97.5 MHz



B



302



50.0WIOC-FM

Puerto Rico


01/14/00



02/01/12



105.1 MHz



B



(61
)


47.0WZNT-FM

Puerto Rico


01/14/00



02/01/12



93.7 MHz



B



560



28.0WZMT-FM

Puerto Rico


01/14/00



02/01/12



93.3 MHz



B1



(69
)


14.5WODA-FM

Puerto Rico


01/14/00



02/01/12



94.7 MHz



B



560



31.0WNOD-FM

Puerto Rico


01/14/00



02/01/12



94.l MHz



B



597



25.0WLEY-FM

Chicago, IL


03/27/97



12/01/12



107.9 MHz



B



232



21.0WXDJ-FM

Miami, FL


03/28/97



02/01/12



95.7 MHz



C2



167



40.0WCMQ-FM

Miami, FL


12/22/86



02/01/12



92.3 MHz



C2



188



31.0WRMA-FM

Miami, FL


03/28/97



02/01/12



106.7 MHz



CO



300



100.0WRAZ-FM(c)

Miami, FL


01/01/08



02/01/12



106.3 MHz



C2



93



50.0KRZZ-FM

San Francisco, CA


12/23/04



12/01/13



93.3 MHz



B



150



50.0WSBS-TV

Key West, FL


03/01/06



02/01/13



CH. 22



TV



62



11.2WSBS-DT

Miami, FL


03/01/06



02/01/13



CH. 3



DTV



54



1.0WSBS-CA

Miami, FL


03/01/06



02/01/13



CH. 50



CA



236



150.0     (a)
    
    Application for renewal of license
    is pending. In the great majority of cases, radio broadcast
    licenses are renewed by the FCC even when petitions to deny are
    filed against license renewal applications. The FCC license for
    WSKQ-FM expired on June 10, 2006. A petition to deny the
    application for renewal was filed by several parties who
    alleged, inter alia, that WSKQ-FM had broadcast some
    indecent material over the license term. An opposition pleading
    was submitted to the Commission categorically stating that the
    allegations made did not raise sufficient questions to warrant
    non-renewal of the license. The application remains pending and
    the station continues to operate under its expired license until
    the FCC takes action on the renewal.(b)
    
    Broadcast station WRXD-FM was
    formerly known as WCMA-FM.(c)
    
    Pursuant to a Local Marketing
    Agreement between South Broadcasting Company, Inc. and SBS, the
    station is programmed by us and, therefore, attributable to us
    pursuant to FCC Rules.    
    the station has served the public interest, convenience and
    necessity;
    there have been no serious violations by the licensee of the
    Communications Act or FCC rules and regulations; and
    there have been no other violations by the licensee of the
    Communications Act or FCC rules and regulations which, taken
    together, indicate a pattern of abuse.     14




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Ownership Matters.
  
    the financial and legal qualifications of the prospective
    assignee or transferee, including compliance with FCC
    restrictions on
    non-U.S. citizens
    or entity ownership and control;
    compliance with FCC rules limiting the common ownership of
    attributable interests in broadcast and newspaper properties;
    the history of compliance with FCC operating rules; and
    the character qualifications of the transferee or assignee and
    the individuals or entities holding attributable interests in
    them.    non-U.S. citizens non-U.S. corporations. non-U.S. citizens non-U.S. corporations,
 15




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non-U.S. citizens.
          
    broadcast stations above certain limits serving the same local
    market; and
    broadcast stations and a daily newspaper serving the same local
    market.  ®
  
    In a radio market with 45 or more full-power commercial and
    noncommercial radio stations, a party may own, operate or
    control up to eight commercial radio stations, not more than
    five of which are in the same service (AM or FM).
    In a radio market with between 30 and 44 (inclusive) full-power
    commercial and noncommercial radio stations, a party may own,
    operate or control up to seven commercial radio stations, not
    more than four of which are in the same service (AM or FM). 16




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
    In a radio market with between 15 and 29 (inclusive) full-power
    commercial and noncommercial radio stations, a party may own,
    operate or control up to six commercial radio stations, not more
    than four of which are in the same service (AM or FM).
    In a radio market with 14 or fewer full-power commercial and
    noncommercial radio stations, a party may own, operate or
    control up to five commercial radio stations, not more than
    three of which are in the same service (AM or FM), except that a
    party may not own, operate, or control more than 50% of the
    radio stations in such market.    
    the television stations do not have overlapping broadcast
    signals; or
    there will remain after the transaction eight independently
    owned, full power noncommercial or commercial operating
    television stations in the market and one of the two commonly
    owned stations is not ranked in the top four based upon audience
    share.      
    in markets where 20 media voices will remain, a television
    station owner may own an additional five radio stations, or, if
    the owner only has one television station, an additional six
    radio stations; and
    in markets where ten media voices will remain, a television
    station owner may own an additional three radio stations.        ® ® ® ®
   17




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Programming and Operations.
  Indecency.
  Equal Employment Opportunities.
  Simulcasting.
  Time Brokerage
    Agreements.
  Joint Sales Agreements.
  RF Radiation.
  Digital Audio Radio Satellite
    Service. 2310-2360 MHz
 18




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Terrestrial Digital Radio.
  Low Power Radio Broadcast Service.
  Change of Community.
  Must Carry Rules.
  
    require carriage of its signal by cable systems in the
    stations market, which is referred to as must
    carry rules; or
    negotiate the terms on which such broadcast station would permit
    transmission of its signal by the cable systems within its
    market which is referred to as retransmission
    consent.     19




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Digital Television Services.
    Childrens Television
    Programming.
  Localism.
  Other Proceedings.
  Proposed Changes.
  Environmental
    Matters
   20




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##### Table of Contents



Management
    and Personnel
      Available
    Information
  1-800-SEC-0330 http://www.sec.gov.
  www.spanishbroadcasting.com www.spanishbroadcasting.com/investorinfo.shtml Form 10-K, Form 10-Q, Form 8-K
   Item 1A.  Risk
    Factors   21




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Risks
    Related to our Indebtedness
  Our
    substantial amount of debt could adversely affect our financial
    health.
  3 4 3 4
  
    a significant portion of our net cash flow from operations will
    be dedicated to servicing our debt obligations and will not be
    available for operations, future business opportunities or other
    purposes;
    our ability to obtain additional financing in the future for
    working capital, capital expenditures, acquisitions, general
    corporate or other purposes will be limited;
    our substantial debt could make us more vulnerable to downturns
    in our business or in the general economy and increases in
    interest rates, limit our ability to withstand competitive
    pressures and reduce our flexibility in responding to changing
    business and economic conditions;
    our substantial debt could place us at a disadvantage compared
    to our competitors who have less debt; and
    it may be more difficult for us to satisfy our obligations
    relating to our Series B preferred stock and our Exchange
    Notes, if issued (for example, we may not be able to pay cash
    dividends and interest, respectively, or repurchase our
    Series B preferred stock when, and if, we are required to
    do so).    We
    will require a significant amount of cash to service our debt
    and to make cash dividend payments under our Series B
    Preferred Stock. Our ability to generate cash depends on many
    factors, some of which are beyond our control.
     22




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Any
    acceleration of our debt or event of default would harm our
    business and financial condition.
    Despite
    our current significant level of debt, we and our subsidiaries
    may still be able to incur substantially more debt, which, if
    increased, could further intensify the risks associated with our
    substantial leverage.
    The
    terms of our existing debt and our preferred stock impose or
    will impose restrictions on us that may adversely affect our
    business.
    
    incur additional debt, incur contingent obligations and issue
    additional preferred stock;
    redeem or repurchase securities ranking junior to our
    Series B preferred stock;
    create liens and encumbrances;
    pay dividends, distributions or make other specified restricted
    payments, and restrict the ability of certain of our
    subsidiaries to pay dividends or make other payments to us; 23




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
    sell assets;
    make certain capital expenditures, investments and acquisitions;
    change or add lines of business;
    enter into certain transactions with affiliates;
    enter into sale and leaseback transactions;
    issue capital stock or other equity interests;
    sell capital stock of our subsidiaries; and
    merge or consolidate with any other person, company or other
    entity or sell, assign, transfer, lease, convey or otherwise
    dispose of all, or substantially all, of our assets.    and/or and/or and/or
  We may
    not have the funds or the ability to raise the funds necessary
    to repurchase our Series B preferred stock if holders
    exercise their repurchase right, or to finance the change of
    control offer required by our Series B preferred stock and
    the indenture that would govern our Exchange Notes, if
    issued.
   24




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We may
    not have the funds or the ability to obtain additional financing
    for working capital, capital expenditures, any business strategy
    or other general corporate purposes.
    A
    lowering of the ratings assigned to our debt securities by
    ratings agencies may further increase our future borrowing costs
    and reduce our access to capital.
    Capital
    requirements necessary to implement strategic initiatives could
    pose risks.
  and/or
  Risks
    Related to our Business
  We
    have experienced net losses in the past and, to the extent that
    we experience net losses in the future, our ability to raise
    capital and the market price of our common stock may be
    adversely affected.
      We
    compete for advertising revenue with other broadcast stations,
    as well as other media, many operators of which have greater
    resources than we do.
   25




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® tm ® tm
    A
    large portion of our net revenue and operating income currently
    comes from our New York, Los Angeles and Miami
    markets.
      Cancellations
    or reductions in advertising could adversely affect our net
    revenues.
    We may
    be unable to effectively integrate our acquisition of our
    television operation.
    start-up
  The
    success of our television operation depends upon our ability to
    attract viewers and advertisers to our broadcast television
    operation.
   26




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Our
    growth depends on successfully executing our expansion
    strategy.
    
    the limits on our ability to acquire additional stations due to
    our substantial level of debt;
    the need to raise additional financing, which may be limited by
    the terms of our debt instruments and market conditions;
    the failure to increase our station operating income or yield
    other anticipated benefits for future acquired stations;
    the need for required regulatory approvals, including FCC and
    antitrust approvals;
    the challenges of managing any rapid growth; and
    the difficulties of programming newly acquired stations to
    attract listenership or viewership.      Our
    business is dependent upon the performance of key employees,
    on-air talent and program hosts.
   27




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Increased
    programming and content costs may adversely affect our
    profits.
    Piracy
    of our programming and other content, including digital and
    internet piracy, may decrease revenue received from the
    exploitation of our programming and other content and adversely
    affect our businesses and profitability
    Risks
    Related to Legislative and Regulatory Matters
  Because
    our full-power television station relies on must
    carry rights to obtain cable carriage, new laws or
    regulations that eliminate or limit the scope of our cable
    carriage rights could have a material adverse impact on our
    television operation.
      We
    must be able to respond to rapidly changing technology, services
    and standards which characterize our industry in order to remain
    competitive.
    
    cable television operators offer a service commonly referred to
    as cable radio which provides cable television
    subscribers with several high-quality channels of music, news
    and other information; 28




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
    the Internet offers new, diverse and evolving forms of video and
    audio program distribution;
    direct satellite broadcast television companies are supplying
    subscribers with several high quality music channels;
    the introduction of satellite digital audio radio technology has
    resulted in new satellite radio services with multi-channel
    programming and sound quality equivalent to that of compact
    discs;
    the introduction of in-band on-channel digital radio could
    provide multi-channel, multi-format digital radio services in
    the same bandwidth currently occupied by traditional AM and FM
    radio services; and
    the provision of video programming to cellular telephones,
    digital handheld devices and gaming consoles.  New
    technologies may affect our broadcasting
    operations
    Our
    business depends on maintaining our FCC licenses, which we may
    be unable to maintain.
      There
    is significant uncertainty regarding the FCCs media
    ownership rules, and such rules could restrict our ability to
    acquire stations.
   29




---



##### Table of Contents



non-U.S. ownership
  Impairment
    of our goodwill and other intangible assets deemed to have
    indefinite useful lives can cause our net income or net loss to
    fluctuate significantly.
  Goodwill and
    Other Intangible Assets
      The
    FCC has begun more vigorous enforcement of its indecency rules
    against the broadcast industry, which could have a material
    adverse effect on our business.
     30




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##### Table of Contents



We may
    be adversely affected by new statutes dealing with
    indecency.
    We may
    face regulatory review for additional acquisitions and
    divestitures in our existing markets and, potentially,
    acquisitions in new markets.
    Our
    operation of various real properties and station facilities
    could lead to environmental liability and increased compliance
    costs.
    The
    market price of our shares of Class A common stock may
    fluctuate significantly.
    
    fluctuations in our financial results;
    general conditions or developments in the media broadcasting
    industry and other media, and the national economy;
    significant sales of our common stock into the marketplace;
    significant decreases in our stations audience ratings;
    inability to implement our acquisition and operating strategy;
    a shortfall in revenue, gross margin, earnings or other
    financial results from operations or changes in analysts
    expectations; and
    developments in our relationships with our customers and
    suppliers. 31




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##### Table of Contents



The
    liquidity of our common stock could be adversely affected if we
    are delisted from the NASDAQ Global Market.
      Current
    or future sales by existing stockholders could depress the
    market price of our Class A common stock.
    Our
    failure to comply with the Sarbanes-Oxley Act of 2002 could
    cause a loss of confidence in the reliability of our financial
    statements and could have a material adverse effect on our
    business and the price of our Class A common
    stock.
  Form 10-K
 32




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##### Table of Contents



Our
    operating results could be adversely affected by a general
    deterioration in economic conditions.
  and/or
  We may
    be adversely affected by the occurrence of extraordinary events,
    such as terrorist attacks or natural disasters.
    Risks
    related to our Chairman, Chief Executive Officer, and
    Presidents Controlling Position
  Raúl
    Alarcón, Jr., our Chairman of the board of directors, Chief
    Executive Officer and President, has majority voting control and
    this control may discourage or influence certain types of
    transactions, including an actual or potential change of control
    such as a merger or sale.
      We may
    be influenced by our chairman of the board and our president and
    chief executive officer, whose interests may conflict with those
    of our other stockholders.
    
    influence the election of our board of directors;
    influence our management and policies; and 33




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##### Table of Contents




    influence the outcome of any corporate transaction or other
    matter submitted to our stockholders for approval, including
    mergers, consolidations and the sale of all or substantially all
    of our assets.    Future sales by Raúl Alarcón, Jr. could
    adversely affect the price of our Class A common
    stock.
   Item 1B.  Unresolved
    Staff Comments    Item 2.
    Properties      Our
    Principal Properties(1)
  Aggregate Size ofProperty in





LeaseSquare Feet


Owned or


ExpirationLocation

(approximate)


Leased


DateNew York, NY(2)


12,000



Owned



N/ALos Angeles, CA(3)


40,000



Owned



N/AMiami, FL(4)


70,000



Owned



N/AMiami, FL(5)


48,000



Leased



2015Guaynabo, PR


29,000



Owned



N/A     (1)
    
    Excludes properties less than
    12,000 square feet.(2)
    
    Facility used for the offices and
    studios for
    WSKQ-FM and
    WPAT-FM and
    certain internet and television operations.(3)
    
    Facility used for the offices and
    studios for
    KLAX-FM and
    KXOL-FM and
    certain internet and television operations.(4)
    
    Facility under
    construction/renovation to house the consolidated Miami radio
    and television broadcasting operations. This facility was leased
    from November 25, 2006 to January 4, 2007, when the
    facility was purchased. We expect this facility to be
    operational in the 3rd quarter of 2008.(5)
    
    Building includes corporate space,
    and sales space for Miami radio and MegaTV.     34




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##### Table of Contents



WSKQ-FM WPAT-FM KLAX-FM KXOL-FM WLEY-FM WRMA-FM, WCMQ-FM WXDJ-FM KRZZ-FM back-up
  KRZZ-FM
  WSBS-TV-DT
    Item 1. Business  Environmental
    Matters Item 13. Certain
    Relationships and Related Transactions.
  Item 3.
    Legal
    Proceedings    Wolf,
    et al., Litigation
  and/or successors-in-interest
   35




---



##### Table of Contents



Section 10b-5
    en banc
          Amigo
    Broadcasting Litigation
   36




---



##### Table of Contents



Item 1. Business  Environmental
    Matters.
  Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 4A.
    Directors
    and Executive Officers of the Registrant    Name

Age

PositionRaúl Alarcón, Jr.


51


Chairman of the Board of Directors, Chief Executive Officer and
    PresidentPablo Raúl Alarcón, Sr.


82


Chairman Emeritus and DirectorJoseph A. García


62


Chief Financial Officer, Executive Vice President and SecretaryMarko Radlovic


44


Chief Operating Officer of Radio Segment and Executive Vice
    PresidentCynthia Hudson


45


Chief Creative OfficerAntonio S. Fernandez


68


DirectorJose A. Villamil


61


DirectorMitchell A. Yelen


60


DirectorJason L. Shrinsky


70


Director   Raúl Alarcón, Jr.
 37




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##### Table of Contents



Pablo Raúl Alarcón, Sr. Spanish-language
  Joseph A. García
  Marko Radlovic
  Cynthia Hudson 1997-2005,
  Antonio S. Fernandez
  Jose A. Villamil 1989-1993,
 38




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##### Table of Contents



Mitchell A. Yelen
  Jason L. Shrinsky
  PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  (a)
    Market
    Information    2007


2006High


Low


High


LowFirst quarter

$
4.70



3.75



6.07



4.95Second quarter


4.95



3.27



5.65



4.89Third quarter


4.60



2.48



5.24



3.94Fourth quarter


2.84



1.68



5.20



3.90   (b)
    Record
    Holders    (c)
    Dividends    3 4
   39




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##### Table of Contents



Item 7. Managements Discussion and
    Analysis of Financial Condition and Results of Operations
  Recent
    Sales of Unregistered Securities
  Form 10-K.
  Issuer
    Purchases of Equity Securities
  Form 10-K.
  (d)
    Stock
    Performance Graph    Stockholder
    Return Performance Presentation
      Comparsion
    of 5 Year Cumulative Total Return* from December 31,
    2002 to December 31, 2007
    Among Spanish Broadcasting System, Inc., The NASDAQ Composite
    Index And The NASDAQ Telecommunications Index
  
  *
    $100 INVESTED ON DECEMBER 31, 2002 IN STOCK OR INDEX,
    INCLUDING REINVESTMENT OF DIVIDENDS.  Cumulative total return


12/02


12/03


12/04


12/05


12/06


12/07Spanish Broadcasting System, Inc.


$
100.00




146.53




146.67




70.97




57.08




25.69NASDAQ Composite


$
100.00




149.75




164.64




168.60




187.83




205.22NASDAQ Telecommunications


$
100.00




188.21




199.04




192.18




244.38




253.12   (e)
    Equity
    Compensation Plans   40




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##### Table of Contents



Item 6.
    Selected
    Financial Data  SELECTED
    HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
    (In thousands, except ratios, shares outstanding and per share
    data)
  Form 10-K.
  52-53-week
  Item 7. Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations.
  2007


2006


2005


2004


2003Statement of Operations Data:Net revenue

$
179,752



176,931



169,832



156,443



135,266Station operating expenses(1)(2)


125,281



125,104



103,162



88,202



73,374Stock-based programming expense(3)


















2,943Corporate expenses(2)


14,967



14,440



14,359



13,346



17,853Depreciation and amortization


4,742



3,991



3,447



3,308



2,901Loss (gain) on the sale of assets, net of disposal costs(4)


49



(50,795
)


645



(5,461
)


Operating income from continuing operations


34,713



84,191



48,219



57,048



38,195Interest expense, net(5)


(19,057
)


(20,176
)


(35,619
)


(41,109
)


(36,622
)Loss on early extinguishment of debt(6)






(2,997
)


(32,597
)






Other income (expense), net


1,986



(3
)


1,769



164



1,125Income (loss) from continuing operations before income taxes and
    discontinued operations


17,642



61,015



(18,228
)


16,103



2,698Income tax expense(7)


16,661



11,145



17,034



16,495



11,280Income (loss) from continuing operations before discontinued
    operations


981



49,870



(35,262
)


(392
)


(8,582
)Discontinued operations, net of income taxes(8)










(8
)


28,410



(168
)Net income (loss)


981



49,870



(35,270
)


28,018



(8,750
)Dividends on preferred stock

$
(9,668
)


(9,668
)


(9,449
)


(8,548
)


(1,366
)Preferred stock beneficial conversion














(11,457
)


Net income (loss) applicable to common stockholders

$
(8,687
)


40,202



(44,719
)


8,013



(10,116
)Income (loss) per common share:Basic and diluted (before discontinued operations)

$
(0.12
)


0.56



(0.62
)


(0.31
)


(0.16
)Basic and diluted


(0.12
)


0.56



(0.62
)


0.13



(0.16
)Weighted average common shares outstanding:Basic

$
72,381



72,381



72,381



64,900



64,684Diluted


72,381



72,383



72,381



65,288



64,684Other financial data:Capital expenditures, excluding acquisitions

$
10,514



9,616



4,484



2,998



3,365Net cash provided by operating activities


18,124



19,931



11,733



12,839



13,226Net cash (used in) provided by investing activities


(10,499
)


36,598



48,798



75,458



(231,170
)Net cash (used in) provided by financing activities


(13,318
)


(114,870
)


(67,407
)


(1,874
)


192,123Consolidated Balance Sheet Data:Cash and cash equivalents

$
61,122



66,815



125,156



132,032



45,609Total assets


936,129



929,740



1,013,217



1,009,723



842,282Total debt (including current portion)


341,073



335,592



423,130



453,947



454,194Preferred stock


89,932



89,932



89,932



84,914



76,366Total stockholders equity


304,603



322,994



274,827



312,636



216,676  41




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##### Table of Contents



(1)
    
    Station operating expenses include
    engineering, programming, selling and general and administrative
    expenses, but exclude stock-based programming expenses, which
    are listed separately. Refer to footnote No. 3 below for
    further details.(2)
    
    We adopted
    SFAS No. 123(R)
    Share-Based
    Payment, using the modified prospective transition method
    beginning January 1, 2006. Accordingly, we recorded
    stock-based
    compensation expense for awards granted prior to, but not yet
    vested, as of January 1, 2006, as if the fair value method
    required for pro forma disclosure under SFAS No. 123,
    Accounting for Stock Based Compensation, were in effect
    for expense recognition purposes, adjusted for estimated
    forfeitures.The impact on our results of
    operations of recording stock based compensation for the fiscal
    years ended December 31, 2007 and 2006 was as follows (in
    thousands):  2007


2006Station operating expenses

$
897



1,037Corporate expenses


736



942Total stock-based compensation expense

$
1,633



1,979
   (3)
    
    We were required to issue warrants
    to the International Church of the FourSquare Gospel (ICFG) from
    the date that ICFG ceased to broadcast its programming over
    KZAB-FM and
    KZBA-FM
    until the closing of the acquisition of
    KXOL-FM. On
    each of March 31, April 30, May 31, June 30,
    July 31, August 31, and September 30, 2003, we
    granted ICFG a warrant exercisable for 100,000 shares (an
    aggregate of 700,000 shares) of our Class A common
    stock at an exercise price of $6.14, $7.67, $7.55, $8.08, $8.17,
    $7.74 and $8.49 per share, respectively. The warrant issued on
    September 30, 2003 was the final warrant required under the
    amended time brokerage agreement due to the closing of the
    acquisition of
    KXOL-FM. We
    assigned these warrants an aggregate fair market value of
    approximately $2.9 million based on the Black-Scholes
    option pricing model. The fair market value of each warrant was
    recorded as a nonrecurring stock-based programming expense on
    the respective date of grant. During fiscal year 2006, all of
    the warrants issued expired, unexercised.(4)
    
    On January 31, 2006, we sold
    the stations assets of
    KZAB-FM and
    KZAB-FM for
    $120.0 million, which consisted of $63.9 million of
    intangible assets, net and $1.2 million of property and
    equipment. We recognized a gain of approximately
    $50.8 million, net of disposal costs.On November 30, 2004, we sold
    the stations assets of
    WDEK-FM,
    WKIE-FM and
    WKIF-FM for
    $28.0 million, which consisted of $21.3 million of
    intangible assets, net and $1.0 million of property and
    equipment. We recognized a gain of approximately
    $5.5 million, net of disposal costs.(5)
    
    Interest expense, net, includes
    noncash interest, such as the accretion of principal, the
    amortization of discounts on debt and the amortization of
    deferred financing costs.(6)
    
    During the fiscal year ended
    December 31, 2006, we repaid our $100.0 senior secured
    credit facility due 2013 (Second Lien Credit Facility). We
    recorded a loss on early extinguishment of debt of approximately
    $3.0 million, which was related to the write-off of the
    related unamortized deferred financing costs and prepayment
    premium.During the fiscal year ended
    December 31, 2005, we repaid $481.2 million of the
    outstanding indebtedness, redemption premiums and accrued
    interest under a senior credit facility and the
    95/8% senior
    subordinated notes due 2009. We recorded an extraordinary loss
    of approximately $32.6 million, which was related to the
    write-off of the related unamortized deferred financing costs
    and call premiums.(7)
    
    Our income tax expense differs from
    the statutory federal tax rate of 35% and related statutory
    state tax rates, primarily as a result of the application of
    SFAS No. 142, Goodwill and Other Intangible
    Assets (SFAS No. 142). Under SFAS No. 142,
    the reversal of our deferred tax liabilities related to our
    intangible assets could no longer be assured over our net
    operating loss carry forward period. Therefore, our effective
    book tax rate is impacted by establishing a valuation allowance
    on substantially all of our deferred tax assets.(8)
    
    On December 31, 2001, we
    adopted the provisions of SFAS No. 144, Accounting
    for the Impairment of Long-Lived Assets and for Long-Lived
    Assets to Be Disposed Of(SFAS No. 144). Under
    SFAS No. 144, discontinued businesses or assets held
    for sale are removed from the results of continuing operations.
    We determined that the sales of
    KPTI-FM
    serving the San Francisco, California market,
    KLEY-FM and
    KSAH-AM
    serving the San Antonio, Texas market and
    KTCY-FM
    serving the Dallas, Texas market, each met the criteria in
    accordance with SFAS No. 144. The results of
    operations of these stations, including the gains on the sales
    of these assets, were classified as discontinued operations in
    the selected historical consolidated statements of operations.On September 24, 2004, we sold
    the stations assets of
    KPTI-FM for
    $30.0 million, which consisted of $13.0 million of
    intangible assets, net, and $0.3 million of property and
    equipment. We recognized a gain of approximately
    $16.8 million, net of closing costs and taxes on the sale.On January 30, 2004, we sold
    the stations assets of
    KLEY-FM and
    KSAH-AM for
    $24.4 million, which consisted of $11.3 million of
    intangible assets, net, and $0.6 million of property and
    equipment. We recognized a gain of approximately
    $11.6 million, net of closing costs and taxes on the sale. 42




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
  and/or LaMusica.com, Mega.tv
  WSBS-TV WDLP-TV) Spanish-language Spanish-language
  Spanish-language English-language Spanish-language
    Fiscal
    Year Ended 2007 Compared to Fiscal Year Ended 2006
    43




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##### Table of Contents



Change2007


2006


Change


Percentage( In thousands)Net revenue:Radio

$
169,573



172,081



(2,508
)


(1
)%Television


10,179



4,850



5,329



110
%Consolidated

$
179,752



176,931



2,821



2
%Engineering and programming expense:Radio

$
35,896



33,798



2,098



6
%Television


14,687



16,882



(2,195
)


(13
)%Consolidated

$
50,583



50,680



(97
)


0
%Selling, general and administrative:Radio

$
67,097



66,383



714



1
%Television


7,601



8,041



(440
)


(5
)%Consolidated

$
74,698



74,424



274



0
%Corporate expenses


14,967



14,440



527



4
%Depreciation and amortization:Radio

$
2,897



2,637



260



10
%Television


608



355



253



71
%Corporate


1,237



999



238



24
%Consolidated

$
4,742



3,991



751



19
%Loss (gain) on sale of assets, net of disposal costsRadio

$
49



(50,795
)


50,844



(100
)%Television














0
%Corporate














0
%Consolidated

$
49



(50,795
)


50,844



(100
)%Operating income (loss):Radio

$
63,634



120,058



(56,424
)


(47
)%Television


(12,717
)


(20,428
)


7,711



(38
)%Corporate


(16,204
)


(15,439
)


(765
)


5
%Consolidated

$
34,713



84,191



(49,478
)


(59
)%  44




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##### Table of Contents



Change2007


2006


Change


Percentage(In thousands)Net revenue

$
179,752



176,931



2,821



2
%Engineering and programming expenses


50,583



50,680



(97
)


0
%Selling, general and administrative expenses


74,698



74,424



274



0
%Corporate expenses


14,967



14,440



527



4
%Depreciation and amortization


4,742



3,991



751



19
%Loss (gain) on sales of assets, net of disposal costs


49



(50,795
)


50,844



(100
)%Operating income


34,713



84,191



(49,478
)


(59
)%Interest expense, net


(19,057
)


(20,176
)


1,119



(6
)%Loss on early extinguishment of debt






(2,997
)


2,997



(100
)%Other income (expense), net


1,986



(3
)


1,989



(66,300
)%Income tax expense


16,661



11,145



5,516



49
%Net income

$
981



49,870



(48,889
)


(98
)%   Net
    Revenue
    Engineering
    and Programming Expenses
    Selling,
    General and Administrative Expenses
   45




---



##### Table of Contents



Corporate
    Expenses
    Loss
    (Gain) on Sales of Assets, Net
  KZAB-FM KZBA-FM,
  Operating
    Income
    Interest
    Expense, Net
    Loss
    on Early Extinguishment of Debt
    Other
    Income (Expense)
    Income
    Taxes
  KZAB-FM KZBA-FM.
  Net
    Income
   46




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##### Table of Contents



Fiscal
    Year Ended 2006 Compared to Fiscal Year Ended 2005
    Change2006


2005


Change


Percentage(In thousands)Net revenue:Radio

$
172,081



169,832



2,249



1
%Television


4,850







4,850



100
%Consolidated

$
176,931



169,832



7,099



4
%Engineering and programming expense:Radio

$
33,798



32,098



1,700



5
%Television


16,882



1,949



14,933



766
%Consolidated

$
50,680



34,047



16,633



49
%Selling, general and administrative:Radio

$
66,383



67,875



(1,492
)


(2
)%Television


8,041



1,240



6,801



548
%Consolidated

$
74,424



69,115



5,309



8
%Corporate expenses


14,440



14,359



81



1
%Depreciation and amortization:Radio

$
2,637



2,343



294



13
%Television


355



81



274



338
%Corporate


999



1,023



(24
)


(2
)%Consolidated

$
3,991



3,447



544



16
%(Gain) loss on sale of assets, netRadio

$
(50,795
)


645



(51,440
)


(7,975
)%Television














0
%Corporate














0
%Consolidated

$
(50,795
)


645



(51,440
)


(7,975
)%Operating income (loss):Radio

$
120,058



66,871



53,187



80
%Television


(20,428
)


(3,270
)


(17,158
)


525
%Corporate


(15,439
)


(15,382
)


(57
)


0
%Consolidated

$
84,191



48,219



35,972



75
%  47




---



##### Table of Contents



Change2006


2005


Change


Percentage( In thousands)Net revenue

$
176,931



169,832



7,099



4
%Engineering and programming expenses(1)


50,680



34,047



16,633



49
%Selling, general and administrative expenses(1)

$
74,424



69,115



5,309



8
%Corporate expenses(1)


14,440



14,359



81



1
%Depreciation and amortization


3,991



3,447



544



16
%Loss (gain) on sales of assets, net of disposal costs


(50,795
)


645



(51,440
)


(7,975
)%Operating income from continuing operations


84,191



48,219



35,972



75
%Interest expense, net


(20,176
)


(35,619
)


15,443



(43
)%Loss on early extinguishment of debt


(2,997
)


(32,597
)


29,600



(91
)%Other (expense) income, net


(3
)


1,769



(1,772
)


(100
)%Income tax expense


11,145



17,034



(5,889
)


(35
)%Loss on discontinued operations, net of taxes






(8
)


8



(100
)%Net income (loss)

$
49,870



(35,270
)


85,140



(241
)%(1) Includes stock-based compensation expenses:Engineering and programming expenses

$
762







762



100
%Selling, general and administrative expenses


275







275



100
%Corporate expenses


942







942



100
%Total stock-based compensation expenses

$
1,979







1,979



100
%   Net
    Revenue
  KZAB-FM KZBA-FM.
  Engineering
    and Programming Expenses
    Selling,
    General and Administrative Expenses
   48




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##### Table of Contents



Corporate
    Expenses
    Gain
    on Sales of Assets, Net
  KZAB-FM KZBA-FM,
  Operating
    Income from Continuing Operations
    Interest
    Expense, Net
    Loss
    on Early Extinguishment of Debt
  5 8
  Income
    Taxes
  KZAB-FM KZBA-FM,
  Net
    Income (Loss)
   49




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##### Table of Contents



Liquidity
    and Capital Resources
      
    the demand for advertising within the broadcasting industry and
    economic conditions in general will not deteriorate in any
    material respect;
    we will continue to successfully implement our business
    strategy; and
    we will not incur any material unforeseen liabilities, including
    environmental liabilities and legal judgments.          2007


2006


Change(In thousands)Capital expenditures:Radio

$
2,080



4,387



(2,307
)Television


5,287



3,983



1,304Corporate


3,147



1,246



1,901Consolidated

$
10,514



9,616



898Net cash flows provided by operating activities

$
18,124



19,931



(1,807
)Net cash flows (used in) provided by investing activities


(10,499
)


36,598



(47,097
)Net cash flows used in financing activities


(13,318
)


(114,870
)


101,552Net decrease in cash and cash equivalents

$
(5,693
)


(58,341
)


52,648  50




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##### Table of Contents



Net
    Cash Flows Provided by Operating Activities
    Net
    Cash Flows (Used in) Provided by Investing
    Activities
  KZAB-FM KZBA-FM,
  Net
    Cash Flows Used in Financing Activities
      2006


2005


Change(In thousands)Capital expenditures:Radio

$
4,387



2,562



1,825Television


3,983



1,326



2,657Corporate


1,246



596



650Consolidated

$
9,616



4,484



5,132Net cash flows provided by operating activities

$
19,931



11,733



8,198Net cash flows provided by investing activities


36,598



48,798



(12,200
)Net cash flows used in financing activities


(114,870
)


(67,407
)


(47,463
)Net decrease in cash and cash equivalents

$
(58,341
)


(6,876
)


(51,465
)   Net
    Cash Flows Provided by Operating Activities
    Net
    Cash Flows Provided by Investing Activities
  KZAB-FM KZBA-FM, KZAB-FM KZBA-FM,
  Net
    Cash Flows Used in Financing Activities
   51




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##### Table of Contents



5 8
  Recent
    Developments
  Local
    Marketing Agreement
    Acquisition
    of a Facility and Related Financing
         52




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##### Table of Contents



Contractual
    Obligations
    Contractual obligations

Total


2008


2009


2010


2011


2012


ThereafterRecorded obligations:First Lien Credit Facility term loan due 2012(a)

$
399,172



22,029



21,835



21,671



21,507



312,130



Non-interest bearing note due 2009(b)


18,500







18,500







Other long-term debt(c)


11,705



969



958



941



878



752



7,207103/4%
    Series B cumulative exchangeable redeemable preferred
    stock(d)


146,328



9,668



9,668



9,668



9,668



9,668



97,988575,705



32,666



50,961



32,280



32,053



322,550



105,195Unrecorded obligations:Operating leases(e)


38,516



6,444



4,257



4,194



4,141



4,184



15,296Employment agreements(f)


44,473



20,244



11,637



6,716



3,569



2,244



63Purchase obligations and others(g)


25,908



5,028



4,254



4,909



5,595



6,030



92Total obligations

$
684,602



64,382



71,109



48,099



45,358



335,008



120,646     (a)
    
    Our First Lien Credit Facility is a
    variable-rate debt instrument, but we entered into an interest
    rate swap to hedge (fix) our interest rate until June 2010. See
    notes 2(v) and 7 to our consolidated financial statements
    for additional information. For the purpose of calculating our
    contractual obligations, we assumed an interest rate of
    approximately 6.0% after the interest rate swap terminates.(b)
    
    In connection with the acquisition
    of MegaTV, we entered into a thirty-four month,
    non-interest-bearing secured promissory note in the principal
    amount of $18.5 million, which is due on January 6,
    2009.(c)
    
    Other long-term debt relates to a
    capital lease and mortgage related to a building (see
    note 9 to our consolidated financial statements).(d)
    
    Our Series B preferred stock
    has no specified maturity. However, holders of the preferred
    stock may exercise an option on October 15, 2013, to
    require us to redeem all or a portion of their preferred stock.
    The holders of shares of Series B preferred stock are
    entitled to receive cumulative dividends at a rate of
    103/4%
    per year of the $1,000 liquidation preference per share. All
    dividends are cumulative from the date of issuance of the
    Series B preferred stock and are payable quarterly in
    arrears on October 15, January 15, April 15 and July
    15 of each year. On or before October 15, 2008, we, at our
    option, may pay dividends in cash or in additional fully paid
    and nonassessable shares of Series B preferred stock
    (including fractional shares or, at our option, cash in lieu of
    fractional shares) having an aggregate liquidation preference
    equal to the amount of such dividends. After October 15,
    2008, dividends may be paid only in cash, which are included in
    this contractual obligation table. Our ability to pay cash
    dividends is subject to the terms of our First Lien Credit
    Facility. For the purpose of calculating our contractual
    obligations we assumed that the Series B preferred stock
    will pay dividends in cash going forward as of December 31,
    2007.(e)
    
    Included in our noncancelable
    operating lease obligations are minimum lease payments for
    office space and facilities and certain equipment. 53




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##### Table of Contents



(f)
    
    We are committed to employment and
    service contracts for certain executives, on-air talent,
    managers and others expiring through 2013.(g)
    
    Included are contracts for rating
    services, programming contracts, software contracts and others.        Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    Accounting
    for Intangible Assets
    Goodwill and Other
    Intangible Assets
  EITF 02-07, Unit of Accounting for Testing Impairment of Indefinite-Lived
    Intangible Assets (EITF 02-07), EITF 02-07 states
 54




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##### Table of Contents



Accounting
    for Income Taxes
  Accounting for Income Taxes
  Accounting for Uncertainty in
    Income Taxes-an interpretation of FASB Statement No. 109 Accounting for Income Taxes,
  Valuation
    of Accounts Receivable
   55




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##### Table of Contents



Revenue
    Recognition
    Contingencies
    and Litigations
    New
    Accounting Pronouncements
  Fair Value
    Measurements
  The
    Fair Value Option for Financial Assets and
    Liabilities  Including an Amendment of FASB Statement
    No. 115
  Business Combinations Noncontrolling Interests in
    Consolidated Financial Statements  an amendment
    to ARB No. 51
  Impact on
    Inflation
   56




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk            Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K.
  Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Control and
    Procedures
   57




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##### Table of Contents



Rule 13a-15(f)
  Managements
    Report On Internal Control Over Financial
    Reporting.
      Internal
    Control  Integrated Framework
  Item 9B.Other
    Information
   PART III Item 10.Directors,
    Executive Officers and Corporate Governance   58




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##### Table of Contents



Code of
    Ethics
  Regulation S-K. www.spanishbroadcasting.com Form 8-K
  Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  1.
    Financial
    Statements                2.
    Financial
    Statement Schedule     59




---



##### 



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Index
  PageReports of Independent Registered Public
    Accounting Firm


61Consolidated Balance Sheets as of
    December 31, 2007 and 2006


63Consolidated Statements of Operations for the
    fiscal years ended December 31, 2007, 2006 and 2005


64Consolidated Statements of Changes in
    Stockholders Equity and Comprehensive (Loss) Income for
    the fiscal years ended December 31, 2007, 2006 and 2005


65Consolidated Statements of Cash Flows for the
    fiscal years ended December 31, 2007, 2006 and 2005


66Notes to Consolidated Financial Statements


67Financial Statement Schedule 
    Valuation and Qualifying Accounts


100   60




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework
        Internal Control  Integrated
    Framework
         61




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements. Share-Based
    Payment Accounting for Uncertain Income Taxes
  Internal Control 
    Integrated Framework
       62




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Consolidated Balance Sheets
 December 31, 2007 and 2006
  2007


2006(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
61,122



66,815Receivables:Trade


38,934



36,219Barter


524



30639,458



36,525Less allowance for doubtful accounts


3,623



4,383Net receivables


35,835



32,142Prepaid expenses and other current assets


4,515



3,460Total current assets


101,472



102,417Property and equipment, net


43,739



28,022FCC licenses


749,864



749,864Goodwill


32,806



32,806Other intangible assets, net of accumulated amortization of $142
    in 2007 and $106 in 2006


1,292



1,328Deferred financing costs, net of accumulated amortization of
    $2,860 in 2007 and $1,749 in 2006


4,803



5,914Other assets


2,153



1,634Derivative instruments






7,755Total assets

$
936,129



929,740LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued expenses

$
19,640



18,622Accrued interest


246



394Unearned revenue


4,015



3,882Deferred commitment fee


300



375Other liabilities


84



22Current portion of the senior credit facilities term loan due
    2012


3,250



3,250Current portion of other long-term debt


430



79Series B cumulative exchangeable redeemable preferred stock
    dividends payable


2,014



2,014Total current liabilities


29,979



28,638Unearned revenue, less current portion


305



2,064Other liabilities, less current portion


187



166Derivative instruments


3,582



Senior credit facilities term loan due 2012, less current portion


312,813



316,063Other long-term debt, less current portion


7,490



413Non-interest bearing promissory note payable due 2009, net of
    unamortized discount of $1,410 in 2007 and $2,713 in 2006


17,090



15,787Deferred income taxes


170,148



153,683Total liabilities


541,594



516,814Commitments and contingencies (notes 12, 14, and 16)Cumulative exchangeable redeemable preferred stock:103/4%
    Series B cumulative exchangeable redeemable preferred
    stock, $0.01 par value, liquidation value $1,000 per share.
    Authorized 280,000 shares; 89,932 shares issued and
    outstanding at December 31, 2007 and 2006, respectively


89,932



89,932Stockholders equity:Series C convertible preferred stock, $0.01 par value
    and liquidation value. Authorized 600,000 shares;
    380,000 shares issued and outstanding at December 31,
    2007 and 2006, respectively


4



4Class A common stock, 0.0001 par value. Authorized
    100,000,000 shares; 40,777,805 and 40,277,805 shares
    issued and outstanding at December 31, 2007 and 2006,
    respectively


4



4Class B common stock, 0.0001 par value. Authorized
    50,000,000 shares; 24,003,500 and 24,503,500 shares
    issued and outstanding at December 31, 2007 and 2006,
    respectively


2



2Additional paid-in capital


524,030



522,397Accumulated other comprehensive income


(3,582
)


7,755Accumulated deficit


(215,855
)


(207,168
)Total stockholders equity


304,603



322,994Total liabilities and stockholders equity

$
936,129



929,740    63




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Consolidated Statements of Operations
 Years ended December 31, 2007, 2006 and 2005
  2007


2006


2005(In thousands, except share data)Net revenue

$
179,752



176,931



169,832Operating expenses:Engineering and programming


50,583



50,680



34,047Selling, general and administrative


74,698



74,424



69,115Corporate expenses


14,967



14,440



14,359Depreciation and amortization


4,742



3,991



3,447Total operating expenses


144,990



143,535



120,968Loss (gain) on the sale of assets, net of disposal costs


49



(50,795
)


645Operating income from continuing operations


34,713



84,191



48,219Other (expense) income:Interest expense


(22,170
)


(23,630
)


(38,235
)Interest income


3,113



3,454



2,616Loss on early extinguishment of debt






(2,997
)


(32,597
)Other, net


1,986



(3
)


1,769Income (loss) from continuing operations before income taxes and
    discontinued operations


17,642



61,015



(18,228
)Income tax expense


16,661



11,145



17,034Income (loss) from continuing operations before discontinued
    operations


981



49,870



(35,262
)Loss from discontinued operations, net of tax










(8
)Net income (loss)


981



49,870



(35,270
)Dividends on Series B preferred stock


(9,668
)


(9,668
)


(9,449
)Net (loss) income applicable to common stockholders

$
(8,687
)


40,202



(44,719
)Basic and diluted (loss) income per common share:Net (loss) income per common share before discontinued operations

$
(0.12
)


0.56



(0.62
)Net loss per common share for discontinued operations










Net (loss) income per common share

$
(0.12
)


0.56



(0.62
)Weighted average common shares outstanding:Basic


72,381



72,381



72,381Diluted


72,381



72,383



72,381    64




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Consolidated Statements of Changes in
    Stockholders Equity and Comprehensive (Loss) Income
 Years ended December 31, 2007, 2006 and 2005
  Class C


Class A


Class B





AccumulatedPreferred Stock


Common Stock


Common Stock


Additional


Other





TotalNumber of


Par


Number of


Par


Number of


Par


Paid-in


Comprehensive


Accumulated


StockholdersShares


Value


Shares


Value


Shares


Value


Capital


Income


Deficit


Equity(In thousands, except share data)Balance at December 31, 2004


380,000


$
4



40,197,805


$
4



24,583,500


$
2


$
520,447


$



$
(207,821
)

$
312,636Issuance cost of the Series B preferred stock


























(29
)










(29
)Conversion of Class B common stock to Class A common
    stock










80,000







(80,000
)


















Series B preferred stock dividends


































(9,449
)


(9,449
)Comprehensive loss:Net loss


































(35,270
)


(35,270
)Unrealized gain on derivative instrument






























6,939







6,939Comprehensive loss






































(28,331
)Balance at December 31, 2005


380,000



4



40,277,805



4



24,503,500



2



520,418



6,939



(252,540
)


274,827Cumulative effect upon the adoption of SAB 108 (See
    note 18)


































5,170



5,170Balance as of January 1, 2006 upon adoption of SAB 108


380,000



4



40,277,805



4



24,503,500



2



520,418



6,939



(247,370
)


279,997Stock-based compensation


























1,979











1,979Series B preferred stock dividends


































(9,668
)


(9,668
)Comprehensive income:Net income


































49,870



49,870Unrealized gain on derivative instrument






























816







816Comprehensive income






































50,686Balance at December 31, 2006


380,000



4



40,277,805



4



24,503,500



2



522,397



7,755



(207,168
)


322,994Conversion of Class B common stock to Class A common
    stock










500,000







(500,000
)


















Stock-based compensation


























1,633











1,633Series B preferred stock dividends


































(9,668
)


(9,668
)Comprehensive loss:Net income


































981



981Unrealized loss on derivative instrument






























(11,337
)






(11,337
)Comprehensive loss






































(10,356
)Balance at December 31, 2007


380,000


$
4



40,777,805


$
4



24,003,500


$
2


$
524,030


$
(3,582
)

$
(215,855
)

$
304,603    65




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Consolidated Statements of Cash Flows
 Years ended December 31, 2007, 2006 and 2005
  2007


2006


2005(In thousands)Cash flows from operating activities:Net income (loss)

$
981



49,870



(35,270
)Adjustments to reconcile net income (loss) to net cash provided
    by operating activities:Loss (income) from discontinued operations, net of tax










8Loss (gain) on the sale of assets


49



(50,795
)


Loss on early extinguishment of debt






2,997



32,597Stock-based compensation


1,633



1,979



Loss on disposal of fixed assets










173Depreciation and amortization


4,742



3,991



3,447Net barter (income) expense


(299
)


(248
)


595Provision for trade doubtful accounts


1,478



1,443



1,048Amortization of debt discount










717Amortization of deferred financing costs


1,111



1,185



1,749Amortization of non-interest bearing promissory note payable


1,303



1,009



Increase in deferred income taxes


16,466



10,663



17,108(Decrease) increase in unearned revenue


(1,785
)


278



(575
)Accretion of the time-value of money component related to
    unearned revenue


241



244



Amortization of deferred commitment fee


(75
)


(75
)


(75
)Amortization of other liabilities


(33
)






Changes in operating assets and liabilities:(Increase) decrease in trade receivables


(4,954
)


755



(2,877
)(Increase) decrease in prepaid expenses and other current assets


(1,097
)


175



(1,144
)(Increase) decrease in other assets


(1,554
)


(3
)


574Decrease in accounts payable and accrued expenses


(16
)


(2,693
)


(1,279
)Decrease in accrued interest


(183
)


(1,032
)


(4,002
)Increase in other liabilities


116



188



Net cash provided by continuing operations


18,124



19,931



12,794Net cash used in discontinued operations










(1,061
)Net cash provided by operating activities


18,124



19,931



11,733Cash flows from investing activities:Proceeds from sale of radio stations, net of disposal costs of
    $249 in 2006 and $502 in 2005






64,751



(502
)Deposits received on sale of radio stations










55,000Purchases of property and equipment


(6,186
)


(8,581
)


(4,484
)Acquisition of a building and its related building improvements


(4,328
)


(1,035
)


Proceeds from an insurance recovery


15







Acquisition of television stations and related equipment






(18,537
)


(1,216
)Net cash (used in) provided by investing activities


(10,499
)


36,598



48,798Cash flows from financing activities:Payment of the
    95/8% senior
    subordinated notes due 2009, and related premiums










(351,124
)Payment of senior credit facility term loan 2009










(123,750
)Proceeds from senior credit facility term loan due 2012










325,000Payment of senior credit facility term loan 2012


(3,250
)


(3,250
)


(2,437
)Proceeds from senior credit facility term loan due 2013










100,000Payment of senior credit facility term loan due 2013 (including
    prepayment premium of $1.0 million)






(101,000
)


Payment of Series B preferred stock cash dividends


(9,668
)


(9,668
)


(2,417
)Payments of other long-term debt


(400
)


(600
)


(3,622
)Payments of financing costs






(352
)


(9,057
)Net cash used in financing activities


(13,318
)


(114,870
)


(67,407
)Net decrease in cash and cash equivalents


(5,693
)


(58,341
)


(6,876
)Cash and cash equivalents at beginning of year


66,815



125,156



132,032Cash and cash equivalents at end of year

$
61,122



66,815



125,156Supplemental cash flows information:Interest paid

$
20,063



22,222



40,412Income taxes paid, net






15



1,189Noncash investing and financing activities:Unrealized (loss) gain on derivative instruments

$
(11,337
)


816



6,939Ten-year promissory note issued for the acquisition of a building


7,650







Unearned revenue (advertising given as consideration for
    acquisition of television stations)






5,338



Non-interest bearing note promissory payable issued for the
    acquisition of television stations and related equipment






14,778



Issuance of preferred stock as payment of preferred stock
    dividend










5,018    66




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements
  (1)
    Organization
    and Nature of Business  and/or
      (2)
    Summary
    of Significant Accounting Policies and Related Matters  (a)
    Basis
    of Presentation    (b)
    Revenue
    Recognition    (c)
    Valuation
    of Accounts Receivable    (d)
    Property
    and Equipment   67




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
      (e)
    Impairment
    or Disposal of Long-Lived Assets  Accounting for the
    Impairment of Long-Lived Assets and for Long-Lived Assets to Be
    Disposed of (SFAS No. 144)
  (f)
    Indefinite-Lived
    Intangible Assets (FCC Licenses) and Goodwill    Goodwill and Other
    Intangible Assets
  EITF 02-07, Unit of Accounting for Testing Impairment of Indefinite-Lived
    Intangible Assets (EITF 02-07), EITF 02-07 states
   68




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
        (g)
    Other
    Intangible Assets, Net      Fiscal year ending December 31:2008

$
362009


362010


362011


362012


36   (h)
    Deferred
    Financing Costs    (i)
    Barter
    Transactions and Unearned Revenue  and/or
    (j)
    Cash
    and Cash Equivalents   69




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  (k)
    Income
    Taxes    Accounting for Uncertainty in
    Income Taxes-an interpretation of FASB Statement No. 109 Accounting for Income Taxes
  (l)
    Advertising
    Costs    (m)
    Deferred
    Commitment Fee    (n)
    Use of
    Estimates    (o)
    Concentration
    of Business and Credit Risks   70




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
        (p)
    Basic
    and Diluted Net (Loss) Income Per Common Share    2007


2006


2005Income (loss) from continuing operations before discontinued
    operations

$
981



49,870



(35,262
)Less dividends on preferred stock


(9,668
)


(9,668
)


(9,449
)(Loss) income applicable to common from continuing operations
    before discontinued operations


(8,687
)


40,202



(44,711
)Discontinued operations, net of tax










(8
)Net (loss) income applicable to common stockholders

$
(8,687
)


40,202



(44,719
)Weighted average common shares outstanding:Basic


72,381



72,381



72,381Diluted


72,381



72,383



72,381Basic and diluted (loss) income per common share:Net (loss) income per common share before discontinued operations

$
(0.12
)


0.56



(0.62
)Net income per common share for discontinued operations










Net (loss) income per common share

$
(0.12
)


0.56



(0.62
)   (q)
    Fair
    Value of Financial Instruments  Disclosures About Fair Value of
    Financial Instruments
 71




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
        December 312007


2006Gross





GrossCarrying





CarryingAmount


Fair Value


Amount


Fair Value103/4%
    Series B cumulative exchangeable redeemable preferred stock

$
89.9



89.9



89.9



99.8     (r)
    Stock
    Option Plans  Share-Based Payment Accounting for Stock-Based Compensation
  (s)
    Leasing
    (Operating Leases)   72




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  (t)
    Segment
    Reporting  Disclosures about Segments of an
    Enterprise and Related Information
  (u)
    Other,
    net      (v)
    Derivative
    Instrument             73




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    Accounting for
    Derivative Instruments and Hedging Activities Accounting for Certain Derivative
    Instruments and Certain Hedging Activities
    (w)
    Comprehensive
    Income (Loss)    (x)
    Capitalized
    Interest    2007


2006


2005Interest cost capitalized

$
475







Interest cost charged to income


22,170



23,630



38,235Total interest expense

$
22,645



23,630



38,235   (y)
    Reclassification    (3)
    Station
    Acquisitions  Miami,
    Florida Television Station
    WSBS-TV
    Asset Acquisition
  WSBS-TV WDLP-TV),
 74




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  WSBS-TV-DT WSBS-CA
      WSBS-TV
  WSBS-TV
  (4)
    Dispositions
    of Stations Not Classified as Discontinued Operations  Los
    Angeles, California Radio Stations
    KZAB-FM and
    KZBA-FM
    Disposition
  KZAB-FM KZBA-FM,
    KZAB-FM KZBA-FM
   75




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    KZAB-FM KZBA-FM.
  KZAB-FM KZBA-FM
  (5)
    Property
    and Equipment, Net    Estimated2007


2006


Useful LivesLand

$
7,466



2,437



Building and building improvements


29,454



20,422



20 yearsTower and antenna systems


4,847



4,773



7-15 yearsStudio and technical equipment


13,590



12,180



10 yearsFurniture and fixtures


4,467



3,611



3-10 yearsTransmitter equipment


6,571



6,235



7-10 yearsLeasehold improvements


6,708



4,392



5-13 yearsComputer equipment and software


6,374



4,930



5 yearsOther


2,450



2,793



5 years81,927



61,773Less accumulated depreciation and amortization


(38,188
)


(33,751
)$
43,739



28,022  76




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  (6)
    Accounts
    Payable and Accrued Expenses    2007


2006Accounts payable  trade

$
2,125



2,207Accrued compensation and commissions


8,431



8,035Accrued professional fees


1,230



1,353Accrued music license fees


107



130Accrued for
    step-up
    leases


1,315



1,137Accrued income taxes


1,744



1,549Other accrued expenses


4,688



4,211$
19,640



18,622   (7)
    Senior
    Secured Credit Facilities    2007


2006Revolving credit facility of $25.0 million, due 2010

$




Term loan payable due in quarterly principal repayments of 0.25%
    of the original outstanding amount of $325.0 million
    including variable interest based on LIBOR plus 175 basis
    points, with outstanding balance due in 2012


316,063



319,313316,063



319,313Less current portion


(3,250
)


(3,250
)$
312,813



316,063     Fiscal year ending December 31:2008

$
3,2502009


3,2502010


3,2502011


3,2502012


303,063$
316,063   (a)
    Senior
    Secured Credit Facilities due 2012 and 2013  Senior Secured Credit Facility due 2012 (First Lien Credit
    Facility)
   77




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    Senior Secured Credit Facility due 2013 (Second Lien
    Credit Facility)
      Use of Proceeds from Senior Credit Facilities
  5 8 5 8 5 8
  Interest and Fees
   78




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    Collateral and Guarantees
    Covenants and Other Matters
    
    incur additional debt, incur contingent obligations and issue
    additional preferred stock;
    create liens;
    pay dividends, distributions or make other specified restricted
    payments, and restrict the ability of certain of our
    subsidiaries to pay dividends or make other payments to us;
    sell assets;
    make certain capital expenditures, investments and acquisitions;
    enter into certain transactions with affiliates;
    enter into sale and leaseback transactions; and
    merge or consolidate with any other person or sell, assign,
    transfer, lease, convey or otherwise dispose of all or
    substantially all of our assets.    (8)
    Non-Interest
    Bearing Promissory Note due 2009, Net  34-month
 79




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  (9)
    Other
    Long-Term Debt    2007


2006Promissory note payable due in monthly principal installments of
    $25,500, plus interest at 6.31%, commencing January 2007, with
    balance due on January 2017

$
7,370



Obligation under capital lease with related party payable in
    monthly installments of $9,000, including interest at 6.25%,
    commencing June 1992. See notes 12 and 15


406



492Various obligations under capital leases


144



7,920



492Less current portion


(430
)


(79
)$
7,490



413     Fiscal year ending December 31:2008

$
4302009


4382010


4482011


4252012


347Thereafter


5,840$
7,928      80




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
        (10)
    103/4%
    Series A and B Cumulative Exchangeable Redeemable Preferred
    Stock  KXOL-FM 3 4 non-U.S. persons
  3 4 Form S-4, 3 4
    3 4
 81




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
      (11)
    Stockholders
    Equity  (a)
    Series C
    Convertible Preferred Stock          (b)
    Class A
    and B Common Stock  3 4
 82




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    (c)
    Warrants    (d)
    Share-Based
    Payment Plans  2006
    Omnibus Equity Compensation Plan
    1999
    Stock Option Plans
    Impact
    of the Adoption of SFAS No. 123(R), Share-Based
    Payment
  Accounting
    for Stock-Based Compensation
 83




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    2007


2006Engineering and programming expenses

$
761



762Selling, general and administrative expenses


136



275Corporate expenses


736



942Total stock-based compensation expense

$
1,633



1,979Reduction of income from continuing operations before income
    taxes

$
1,633



1,979Reduction of net income

$
1,633



1,979Reduction of basic and diluted net income per common share

$
0.02



0.03   1 2
      Valuation
    Assumptions
    2007


2006


2005Expected term


7 years



7 years



5 yearsDividends to common stockholders


None



None



NoneRisk-free interest rate


4.25%



4.65%



4.25%Expected volatility


59%



65%



69%    84




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  Stock
    Options Activity
      WeightedWeighted





AverageAverage


Aggregate


RemainingExercise


Intrinsic


ContractualShares


Price


Value


Life (Years)Outstanding at December 31, 2004


3,013


$
12.28Granted


379



7.54Exercised






Forfeited


(453
)


13.14Outstanding at December 31, 2005


2,939



11.54Granted


100



4.79Exercised






Forfeited


(10
)


8.21Outstanding at December 31, 2006


3,029



11.33Granted


175



2.60Exercised






Forfeited


(141
)


10.55Outstanding at December 31, 2007


3,063


$
10.86


$




5.1Exercisable at December 31, 2007


2,675


$
11.25


$




4.8       WeightedWeighted


Average





WeightedAverage


Remaining





AverageVested


Unvested


Exercise


Contractual


Options


ExerciseRange of Exercise Prices

Options


Options


Price


Life (Years)


Exercisable


Price$ 2.55 - 4.99


310



65


$
3.77



7.71



310


$
4.035.00 - 9.99


1,482



293



8.72



5.69



1,482



8.6210.00 - 14.99


173



30



10.77



6.65



173



10.7115.00 - 20.00


710







20.00



1.83



710



20.002,675



388



10.86



5.10



2,675



11.25  85




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  Nonvested
    Shares Activity
      WeightedAverageGrant-Date


AggregateFair Value


IntrinsicShares


(Per Share)


ValueNonvested at December 31, 2006






Awarded


77



4.19Vested


Forfeited


Nonvested at December 31, 2007


77


$
4.19


$
142   Pro
    forma Information for Periods Prior to the Adoption of
    SFAS 123(R)
  Accounting for Stock-Based
    Compensation  Transition and Disclosures
    2005Net loss applicable to common stockholders:As reported

$
(44,719
)Deduct total stock-based employee compensation expense
    determined under fair value based method for all awards, net of
    tax


(2,940
)Pro forma net loss applicable to common stockholders

$
(47,659
)Basic and diluted net loss per common share:As reported

$
(0.62
)Pro forma


(0.66
)   (12)
    Commitments  (a)
    Leases   86




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    2007


2006Building under capital lease

$
1,230



1,230Various furniture & fixtures under capital leases


178



1,408



1,230Less accumulated depreciation


(1,001
)


(897
)$
407



333       Capital


OperatingLease


LeaseFiscal year ending December 31:2008

$
200



6,4442009


209



4,2572010


209



4,1942011


169



4,1412012


62



4,184Thereafter






15,296Total minimum lease payments


849


$
38,516Less executory costs


(216
)633Less interest


(83
)Present value of minimum lease payments

$
550      87




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    Fiscal year ending December 31:2008

$
5622009


5782010


5782011


4072012


341Thereafter


1,451$
3,917   (b)
    Employment
    and Service Agreements    Fiscal year ending December 31:2008

$
20,2442009


11,6372010


6,7162011


3,5692012


2,244Thereafter


63$
44,473         (c)
    401(k)
    Profit-Sharing Plan  and/or
 88




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  (d)
    Other
    Commitments    Fiscal year ending December 31:2008

$
4,3952009


4,2542010


4,9092011


5,5952012


6,030Thereafter


92$
25,275   (13)
    Income
    Taxes    2007


2006


2005Income from continuing operations

$
16,661



11,145



17,034Income (loss) from discontinued operations










Stockholders equity, for stock-based compensation expense
    for financial reporting purposes in excess of amounts recongized
    for tax purposes










Stockholders equity, for net unrealized gain (loss) on
    derivative instruments










Stockholders equity, for adoption of FIN 48










$
16,661



11,145



17,034     2007


2006


2005U.S. operations

$
23,332



64,710



(15,694
)Foreign operations


(5,690
)


(3,695
)


(2,534
)$
17,642



61,015



(18,228
)  89




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    2007


2006


2005Current:Federal

$
(10
)






195State


30



307



(444
)Foreign


175



175



175195



482



(74
)Deferred:Federal


14,160



8,988



13,343State


2,306



1,675



3,76516,466



10,663



17,108Total for continuing operations


16,661



11,145



17,034Discontinued operations










Total income tax expense

$
16,661



11,145



17,034       2007


2006Deferred tax assets:Federal and state net operating loss carryforwards

$
56,479



50,939Foreign net operating loss carryforwards


13,389



10,335Allowance for doubtful accounts


2,056



2,263Unearned revenue


230



164AMT credit


1,186



1,186Derivative instrument


1,470



Other


2,678



2,53377,488



67,420Less valuation allowance


(75,693
)


(62,247
)Deferred tax asset


1,795



5,173Deferred tax liabilities:Fixed assets


350



99Amortization of FCC licenses


171,334



154,868Interest accretion and other


259



703Derivative instrument






3,186Deferred tax liability


171,943



158,856Net deferred tax liability

$
170,148



153,683  90




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    2007


2006


2005Computed expected tax expense (benefit)


35.0
%


35.0
%


(35.0
)%State income taxes, net of federal benefit


8.2



6.6



(1.6
)Foreign taxes


(0.3
)


0.3



1.0Current year change in valuation allowance


49.8



(28.5
)


115.3Nondeductible expenses


2.9



0.9



1.6Change in effective rate


(3.0
)


2.5



12.1Other


1.8



1.5



94.4
%


18.3
%


93.4
%             Goodwill and Other Intangible Assets
 91




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
      Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
  (14)
    Contingencies  (a)
    Environmental
    Matters     92




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  (b)
    FCC
    Licenses Matters    (15)
    Related-Party
    Transactions              (16)
    Litigation    (a)
    Wolf,
    et al., Litigation   93




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  and/or successors-in-interest
  Section 10b-5
    en banc
   94




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
        (b)
    Amigo
    Broadcasting Litigation       95




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  (17)
    New
    Accounting Pronouncements  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and
    Liabilities  Including an Amendment of FASB Statement
    No. 115
  Business Combinations Noncontrolling Interests in
    Consolidated Financial Statements  an amendment to
    ARB No. 51
  (18)
    Quarterly
    Results of Operations (Unaudited)    First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterNet revenue from continuing operations

$
38,937



47,871



46,772



46,172Net income (loss)


1,014



2,390



2,541



(4,964
)Dividends on preferred stock


(2,417
)


(2,417
)


(2,417
)


(2,417
)Net (loss) income applicable to common stockholders

$
(1,403
)


(27
)


124



(7,381
)Basic and diluted net loss per common share

$
(0.02
)










(0.10
)  96




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
    First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterNet revenue from continuing operations

$
37,775



48,841



45,891



44,424Net income (loss)


53,541



2,431



843



(6,945
)Dividends on preferred stock


(2,417
)


(2,417
)


(2,417
)


(2,417
)Net income (loss) applicable to common stockholders

$
51,124



14



(1,574
)


(9,362
)Basic and diluted net income per common share

$
0.71







(0.02
)


(0.13
)  97




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  (19)
    Segment
    Data    Fiscal Years Ended2007


2006


2005Net revenue:Radio

$
169,573



172,081



169,832Television


10,179



4,850



Consolidated

$
179,752



176,931



169,832Engineering and programming expenses:Radio

$
35,896



33,798



32,098Television


14,687



16,882



1,949Consolidated

$
50,583



50,680



34,047Selling, general and administratives:Radio

$
67,097



66,383



67,875Television


7,601



8,041



1,240Consolidated

$
74,698



74,424



69,115Corporate expenses:

$
14,967



14,440



14,359Depreciation and amortization:Radio

$
2,897



2,637



2,343Television


608



355



81Corporate


1,237



999



1,023Consolidated

$
4,742



3,991



3,447Loss (gain) on sale of assets, net:Radio

$
49



(50,795
)


645Television










Corporate










Consolidated

$
49



(50,795
)


645Operating income (loss):Radio

$
63,634



120,058



66,871Television


(12,717
)


(20,428
)


(3,270
)Corporate


(16,204
)


(15,439
)


(15,382
)Consolidated

$
34,713



84,191



48,219   98




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial
    Statements  (Continued)
  Fiscal Years Ended2007


2006


2005Capital expenditures:Radio

$
2,080



4,387



2,562Television


5,287



3,983



1,326Corporate


3,147



1,246



596Consolidated

$
10,514



9,616



4,484   December 312007


2006Total assets:Radio

$
862,048



861,804Television


62,462



49,376Corporate


11,619



18,560Consolidated

$
936,129



929,740   (20)
    Subsequent
    Events   99




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
 AND SUBSIDIARIES
 Financial
    Statement Schedule  Valuation and Qualifying
    Accounts
    Years Ended December 31, 2007, 2006 and 2005  Balance


Charged


Charged toBeginning


to Cost


Other





Balance atDescription

of Year


and Expense


Accounts(1)(3)


Deductions(2)


End of Year(In thousands, except share data)Fiscal year ended December 31, 2007:Allowance for doubtful accounts

$
4,383



1,478







2,238



3,623Valuation allowance on deferred taxes


62,247



8,790



4,656







75,693Fiscal year ended December 31, 2006:Allowance for doubtful accounts


3,832



1,443







892



4,383Valuation allowance on deferred taxes


82,071



(17,384
)


(2,440
)






62,247Fiscal year ended December 31, 2005:Allowance for doubtful accounts


3,440



1,046







654



3,832Valuation allowance on deferred taxes


69,282



21,017



(8,228
)






82,071     (1)
    
    True-up to
    tax returns of deferred tax accounts.(2)
    
    Cash write-offs, net of recoveries.(3)
    
    Amounts charged to other comprehensive income related to
    derivative instruments.    100




---



##### Table of Contents



Exhibits:
  Regulation S-K,
  ExhibitNumber



Exhibit Description3
.1



Third Amended and Restated Certificate of Incorporation of
    Spanish Broadcasting System, Inc. (the Company), dated
    September 29, 1999 (incorporated by reference to the
    Companys 1999 Registration Statement on
    Form S-1
    (Commission File
    No. 333-85499)
    (the 1999 Registration Statement)) (Exhibit A to this
    exhibit is incorporated by reference to the Companys
    Current Report on
    Form 8-K,
    dated March 25, 1996 (the 1996 Current Report).3
.2



Certificate of Amendment to the Third Amended and Restated
    Certificate of Incorporation of the Company, dated
    September 29, 1999 (incorporated by reference to
    Exhibit 3.2 of the Companys 1999 Registration
    Statement).3
.3



Amended and Restated By-Laws of the Company (incorporated by
    reference to Exhibit 3.3 of the Companys 1999
    Registration Statement).3
.4



Certificate of Elimination of 14
    1/4% Senior
    Exchangeable Preferred Stock, Series A of the Company,
    dated October 28, 2003 (incorporated by reference to
    Exhibit 3.3 of the Companys Quarterly Report on
    Form 10-Q,
    dated November 14, 2003 (the 11/14/03 Quarterly Report)).4
.1



Article V of the Third Amended and Restated Certificate of
    Incorporation of the Company, dated September 29, 1999
    (incorporated by reference to Exhibit 3.1 of the
    Companys 1999 Registration Statement).4
.2



Certificate of Designations dated October 29, 2003 Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the 10
    3/4%
    Series A Cumulative Exchangeable Redeemable Preferred Stock
    of Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 4.1 of the Companys 11/14/03 Quarterly
    Report).4
.3



Certificate of Designations dated October 29, 2003 Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the 10
    3/4%
    Series B Cumulative Exchangeable Redeemable Preferred Stock
    of Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 4.2 of the Companys 11/14/03 Quarterly
    Report).4
.4



Indenture dated June 29, 1994 among the Company, IBJ
    Schroder Bank & Trust Company, as Trustee, the
    Guarantors named therein and the Purchasers named therein
    (incorporated by reference to Exhibit 4.1 of the
    Companys 1994 Registration Statement on
    Form S-4
    (the 1994 Registration Statement).4
.5



First Supplemental Indenture dated as of March 25, 1996 to
    the Indenture dated as of June 29, 1994 among the Company,
    the Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    1996 Current Report).4
.6



Second Supplemental Indenture dated as of March 1, 1997 to
    the Indenture dated as of June 29, 1994 among the Company,
    the Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    1996 Current Report).4
.7



Supplemental Indenture dated as of October 21, 1999 to the
    Indenture dated as of June 29, 1994 among the Company, the
    Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    Companys 1999 Registration Statement).4
.8



Indenture with respect to
    95/8% Senior
    Subordinated Notes due 2009 with The Bank of New York as
    Trustee, dated November 2, 1999 (incorporated by reference
    to the Current Report on
    Form 8-K
    dated November 2, 1999 (the 1999 Current Report)).4
.9



Indenture with respect to
    95/8% Senior
    Subordinated Notes due 2009 with the Bank of New York as
    Trustee, dated June 8, 2001 (incorporated by reference to
    the Companys Registration Statement on
    Form S-3,
    filed on June 25, 2001 (the 2001
    Form S-3).4
.10



Form of stock certificate for the Class A common stock of
    the Company (incorporated by reference to the Companys
    1999 Registration Statement). 101




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##### Table of Contents



ExhibitNumber



Exhibit Description4
.11



Certificate of Elimination of 14
    1/4%
    of Senior Exchangeable Preferred Stock, Series A of the
    Company, dated October 28, 2003 (incorporated by reference
    to Exhibit 3.3 of the Companys Quarterly Report on
    Form 10-Q
    filed November 14, 2003).4
.12



Certificate of Designation Setting Forth the Voting Power,
    Preferences and Relative, Participating, Optional and Other
    Special Rights and Qualifications, Limitations and Restrictions
    of the Series C Convertible Preferred Stock of the Company
    (Certificate of Designation of Series C Preferred Stock)
    (incorporated by reference to Exhibit 4.1 of the
    Companys Current Report on Form 8).4
.13



Certificate of Correction to Certificate of Designation of
    Series C Preferred Stock of the Company dated
    January 7, 2005 (incorporated by reference to
    Exhibit 4.13 of the Companys Annual Report filed on
    Form 10).4
.14



Form of Notice of Redemption, dated June 10, 2005, with
    respect to the redemption of the registrants
    95/8% Senior
    Subordinated Notes due 2009 under the indenture dated as of
    November 2, 1999 (incorporated by reference to
    Exhibit 99.1 of the Companys Current Report on
    Form 8-K
    filed June 16, 2005).4
.15



Form of Notice of Redemption, dated June 10, 2005, with
    respect to the redemption of the registrants
    95/8% Senior
    Subordinated Notes due 2009 under the indenture dated as of
    June 8, 2001 (incorporated by reference to
    Exhibit 99.2 of the Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.1



Warrant Agreement dated as of March 15, 1997 among the
    Company and IBJ Schroder Bank & Trust Company, as
    Warrant Agent (incorporated by reference to the 1996 Current
    Report).10
.2*



Common Stock Registration Rights and Stockholders Agreement
    dated as of June 29, 1994 among the Company and certain
    Management Stockholders named therein (incorporated by reference
    to the 1994 Registration Statement).10
.3*



Amended and Restated Employment Agreement dated as of
    October 25, 1999, by and between the Company and Raúl
    Alarcón, Jr. (incorporated by reference to the
    Companys 1999 Registration Statement).10
.4*



Employment Agreement dated as of October 25, 1999, by and
    between the Company and Joseph A. García (incorporated by
    reference to the Companys 1999 Registration Statement).10
.5



Ground Lease dated December 18, 1995 between Louis Viola
    Company and SBS-NJ (incorporated by reference to the 1996
    Current Report).10
.6



Ground Lease dated December 18, 1995 between Frank F. Viola
    and Estate of Thomas C. Viola and SBS-NJ (incorporated by
    reference to the 1996 Current Report).10
.7



Lease and License Agreement dated February 1, 1991 between
    Empire State Building Company, as landlord, and SBS-NY, as
    tenant (incorporated by reference to Exhibit 10.15.1 of the
    1994 Registration Statement).10
.8



Modification of Lease and License dated June 30, 1992
    between Empire State Building Company and SBS-NY related to
    WSKQ-FM
    (incorporated by reference to Exhibit 10.15.2 of the 1994
    Registration Statement).10
.9



Lease and License Modification and Extension Agreement dated as
    of June 30, 1992 between Empire State Building Company, as
    landlord, and SBS-NY as tenant (incorporated by reference to
    Exhibit 10.15.3 of the 1994 Registration Statement).10
.10



Lease Agreement dated June 1, 1992 among Raúl
    Alarcón, Sr., Raúl Alarcón, Jr., and SBS-Fla
    (incorporated by reference to Exhibit 10.30 of the 1994
    Registration Statement).10
.11



Agreement of Lease dated as of March 1, 1996
    No. WT-174-A119
    1067 between The Port Authority of New Jersey and SBS of Greater
    New York, Inc. as assignee of Park Radio (incorporated by
    reference to the 1996 Current Report).10
.15*



Indemnification Agreement with Raúl Alarcón, Jr. dated
    as of November 2, 1999 (incorporated by reference to the
    1999 Current Report).10
.16*



Indemnification Agreement with Jason L. Shrinsky dated as of
    November 2, 1999 (incorporated by reference to the 1999
    Current Report). 102




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.17*



Spanish Broadcasting System 1999 Stock Option Plan (incorporated
    by reference to the Companys 1999 Registration Statement).10
.18*



Spanish Broadcasting System 1999 Company Stock Option Plan for
    Nonemployee Directors (incorporated by reference to the
    Companys 1999 Registration Statement).10
.19



Form of
    Lock-Up
    Letter Agreement (incorporated by reference in the
    Companys 1999 Registration Statement).10
.20*



Option Grant not under the Stock Option Plans with Arnold
    Sheiffer, dated October 27, 1999 (incorporated by reference
    to the 1999 Current Report).10
.25



Lease Agreement by and between the Company and Irradio Holdings,
    Ltd. made as of December 14, 2000 (incorporated by
    reference to Exhibit 10.50 of the Companys 2000
    Form 10-K).10
.26



First Addendum to Lease between the Company and Irradio
    Holdings, Ltd. as of December 14, 2000 (incorporated by
    reference to Exhibit 10.51 of the Companys 2000
    Form 10-K).10
.27



Asset Purchase Agreement dated as of November 2, 2000 by
    and between International Church of the FourSquare Gospel and
    the Company (incorporated by reference to Exhibit 10.1 of
    the Companys 2000
    Form 10-K).10
.28



Addendum to Asset Purchase Agreement, dated March 13, 2001,
    by and between International Church of the FourSquare Gospel and
    the Company (incorporated by reference to Exhibit 10.2 of
    the Companys Quarterly Report on
    Form 10-Q
    filed on May 9, 2001 (5/9/01 Quarterly Report)).10
.29



Time Brokerage Agreement, dated March 13, 2001, by and
    between International Church of the FourSquare Gospel and the
    Company (incorporated by reference to Exhibit 10.3 of the
    Companys 5/9/01 Quarterly Report10
.30



93.5 Time Brokerage Agreement, dated March 13, 2001, by and
    between Spanish Broadcasting System Southwest, Inc. and
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.4 of the Companys 5/9/01
    Quarterly Report).10
.38



Amendment dated as of February 8, 2002 to Asset Purchase
    Agreement dated as of November 2, 2000 by and between
    International Church of the FourSquare Gospel and Spanish
    Broadcasting System, Inc., as amended by an Addendum dated
    March 13, 2001 (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Transition
    Report on
    Form 10-Q
    filed February 13, 2002).10
.39



Amendment No. 1 dated as of February 8, 2002 to Time
    Brokerage Agreement dated as of March 13, 2001 by and
    between International Church of the FourSquare Gospel, as
    Licensee, and Spanish Broadcasting System, Inc., as Time Broker
    (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Transition Report on
    Form 10-Q
    filed February 13, 2002).10
.40



Amendment No. 1 dated as of February 8, 2002 to the
    93.5 Time Brokerage Agreement dated as of March 13, 2001 by
    and between Spanish Broadcasting System SouthWest, Inc., as
    Licensee and International Church of the FourSquare Gospel, as
    Time Broker (incorporated by reference to Exhibit 10.3 to
    the Companys Quarterly Transition Report on
    Form 10-Q
    filed February 13, 2002).10
.41



Warrant dated February 8, 2002 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    filed May 2, 2002).10
.42*



Stock Option Agreement dated as of January 16, 2002 between
    the Company and Joseph A. García (incorporated by reference
    to Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    filed May 2, 2002).10
.45*



Companys 1999 Stock Option Plan as amended on May 6,
    2002 (incorporated by reference to Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    filed August 14, 2002).10
.46*



Companys 1999 Stock Option Plan for Non-Employee Directors
    as amended on May 6, 2002 (incorporated by reference to
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    filed August 14, 2002). 103




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.47*



Stock Option Agreement dated as of October 29, 2002 between
    the Company and Raúl Alarcón, Jr. (incorporated by
    reference to Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    filed November 13, 2002).10
.51



Warrant dated March 31, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.4 of the Companys Quarterly
    Report on
    Form 10-Q,
    dated May 15, 2003 (the 5/15/03 Quarterly Report)).10
.52



Warrant dated April 30, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.5 of the Companys 5/15/03
    Quarterly Report).10
.53



Warrant dated May 31, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.1 of the Companys Quarterly
    Report on
    Form 10-Q,
    dated August 13, 2003 (the 8/13/03 Quarterly Report)).10
.54



Warrant dated June 30, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.2 of the Companys 8/13/03
    Quarterly Report).10
.55



Warrant dated July 31, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.3 of the Companys 8/13/03
    Quarterly Report).10
.56



Asset Purchase Agreement dated as of September 18, 2003
    between Spanish Broadcasting System, Inc. and Border Media
    Partners, LLC (incorporated by reference to Exhibit 10.1 of
    the Companys Current Report on
    Form 8-K,
    dated September 25, 2003).10
.58



Warrant dated August 31, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.1 of the Companys 11/14/03
    Quarterly Report).10
.59



Warrant dated September 30, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.2 of the Companys 11/14/03
    Quarterly Report).10
.64



Transmission Facilities Lease between the Company and
    International Church of the FourSquare Gospel, dated
    October 30, 2003 (incorporated by reference to
    Exhibit 10.7 of the Companys 11/14/03 Quarterly
    Report).10
.65



Purchase Agreement dated October 30, 2003 between the
    Company and Merrill Lynch, Pierce Fenner & Smith
    Incorporated, Deutsche Bank Securities Inc. and Lehman Brothers
    Inc. with respect to
    103/4%
    Series A Cumulative Exchangeable Redeemable Preferred Stock
    (incorporated by reference to Exhibit 10.8 of the
    Companys 11/14/03 Quarterly Report).10
.66*



Registration Rights Agreement dated October 30, 2003
    between the Company and Merrill Lynch, Pierce Fenner &
    Smith Incorporated, Deutsche Bank Securities Inc. and Lehman
    Brothers Inc. with respect to
    103/4%
    Series A Cumulative Exchangeable Redeemable Preferred Stock
    (incorporated by reference to Exhibit 10.9 of the
    Companys 11/14/03 Quarterly Report).10
.69*



Amended and Restated Employment Agreement dated October 31,
    2003 between the Company and Marko Radlovic (incorporated by
    reference to Exhibit 10.81 of the Companys 2004
    Form 10-K).10
.70*



Nonqualified Stock Option Agreement dated October 27, 2003
    between the Company and Raúl Alarcón, Jr.
    (incorporated by reference to Exhibit 10.78 of the
    Companys 2004
    Form 10-K).10
.71*



Nonqualified Stock Option Agreement dated December 10, 2003
    between the Company and Marko Radlovic (incorporated by
    reference to Exhibit 10.79 of the Companys 2004
    Form 10-K).10
.72*



Incentive Stock Option Agreement dated December 10, 2003
    between the Company and Marko Radlovic (incorporated by
    reference to Exhibit 10.80 of the Companys 2004
    Form 10-K).10
.73*



Non-Qualified Stock Option Agreement dated as of March 3,
    2004 between the Company and Joseph A. García (incorporated
    by reference to Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    filed May 10, 2004 (the 5/10/04 Quarterly Report)).10
.74*



Incentive Stock Option Agreement dated as of March 3, 2004
    between the Company and Joseph A. García
    (incorporated by reference to Exhibit 10.2 to the
    Companys 5/10/04 Quarterly Report). 104




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.77*



Stock Option Letter Agreement dated as of July 2, 2004
    between the Company and Antonio S. Fernandez (incorporated by
    reference to Exhibit 10.1 of the Companys Quarterly
    Report on
    Form 10-Q
    filed August 9, 2004 (the 8/9/04 Quarterly Report)).10
.78*



Stock Option Letter Agreement dated as of July 2, 2004
    between the Company and Jose Antonio Villamil (incorporated by
    reference to Exhibit 10.2 of the Companys 8/9/04
    Quarterly Report).10
.81



Merger Agreement dated as of October 5, 2004 among Infinity
    Media Corporation, Infinity Broadcasting Corporation of
    San Francisco, Spanish Broadcasting System, Inc. and SBS
    Bay Area, LLC (incorporated by reference to Exhibit 10.1 of
    the Companys Quarterly Report on
    Form 8-K
    filed on October 12, 2004).10
.82*



Stockholder Agreement dated as of October 5, 2004 among
    Spanish Broadcasting System, Inc., Infinity Media Corporation
    and Raúl Alarcón, Jr. (incorporated by reference to
    Exhibit 10.2 of the Companys Quarterly Report on
    Form 8-K
    filed on October 12, 2004).10
.83



Local Marketing Agreement dated as of October 5, 2004
    between Infinity Broadcasting Corporation of San Francisco
    and SBS Bay Area, LLC (incorporated by reference to
    Exhibit 10.3 of the Companys Quarterly Report on
    Form 8-K
    filed on October 12, 2004).10
.85



Warrant to Purchase Series C Preferred Stock of Spanish
    Broadcasting System, Inc. dated December 23, 2004 by the
    Company in favor of Infinity Media Corporation (incorporated by
    reference to Exhibit 4.2 of the Companys Quarterly
    Report on
    Form 8-K
    filed on December 27, 2004).10
.86



Registration Rights Agreement dated as of December 23, 2004
    between Spanish Broadcasting System, Inc. and Infinity Media
    Corporation (incorporated by reference to Exhibit 4.3 of
    the Companys Quarterly Report on
    Form 8-K
    filed on December 27, 2004).10
.87*



Nonqualified Stock Option Agreement, dated as of March 15,
    2005 between the Company and Jason Shrinsky (incorporated by
    reference to Exhibit 10.1 of the Companys Quarterly
    Report on
    Form 10-K
    filed May 10, 2005).10
.89



First Lien Credit Agreement, dated as of June 10, 2005,
    among Spanish Broadcasting System, Inc., Merrill Lynch, Pierce
    Fenner & Smith, Incorporated, Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and various lenders
    (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.90



Second Lien Term Loan Agreement, dated as of June 10, 2005,
    among Spanish Broadcasting System, Inc., Merrill Lynch, Pierce
    Fenner & Smith, Incorporated, Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and various lenders
    (incorporated by reference to Exhibit 10.2 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.91



First Lien Guarantee and Collateral Agreement, dated as of
    June 10, 2005, among Spanish Broadcasting System, Inc.,
    certain of its subsidiaries and Lehman Commercial Paper Inc.
    (incorporated by reference to Exhibit 10.3 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.92



Second Lien Guarantee and Collateral Agreement, dated as of
    June 10, 2005, among Spanish Broadcasting System, Inc.,
    certain of its subsidiaries and Lehman Commercial Paper Inc.
    (incorporated by reference to Exhibit 10.4 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.93



Intercreditor Agreement, dated as of June 10, 2005, among
    Spanish Broadcasting System, Inc. and Lehman Commercial Paper
    Inc. (incorporated by reference to Exhibit 10.5 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.94*



Nonqualified Stock Option Agreement, dated as of July 11,
    2003 between the Company and Joseph A. García (incorporated
    by reference to Exhibit 10.2 of the Companys
    Quarterly Report on
    Form 10-K
    filed May 10, 2005).10
.95



Asset Purchase Agreement, dated July 12, 2005 among the
    Company, WDLP Broadcasting Company, LLC, WDLP Licensed
    Subsidiary, LLC, Robin Broadcasting Company, LLC and Robin
    Licensed Subsidiary, LLC (incorporated by reference to
    Exhibit 10.1 of the Companys Quarterly Report on
    Form 10-K
    filed August 9, 2005). 105




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.96



Second Amendment to Lease, dated December 1, 2004 between
    the Company and Irradio Holdings, Ltd. (incorporated by
    reference to Exhibit 10.2 of the Companys Quarterly
    Report on
    Form 10-K
    filed August 9, 2005).10
.97*



Amendment to Amended and Restated Employment Agreement, dated as
    of July 21, 2005, by and between the Company and Marko
    Radlovic (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on Form 8-K filed November 9,
    2007.)10
.99



Amendment to Asset Purchase Agreement, dated January 6,
    2006, by and among Mega Media Holdings, Inc., WDLP Licensing,
    Inc., and WDLP Broadcasting Company, LLC, WDLP Licensed
    Subsidiary, LLC, Robin Broadcasting Company, LLC, and Robin
    Licensed Subsidiary, LLC (incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed January 12, 2006).10
.100



Security Agreement, dated as of March 1, 2006, among Mega
    Media Holdings, Inc., WDLP Licensing, Inc., WDLP Broadcasting
    Company, LLC, WDLP Licensed Subsidiary, LLC, Robin Broadcasting
    Company, LLC and Robin Licensed Subsidiary, LLC (incorporated by
    reference to Exhibit 10.1 of the Companys Current
    Report on
    Form 8-K
    filed March 6, 2006).10
.101



Pledge Agreement, dated as of March 1, 2006, among Mega
    Media Holdings, Inc., WDLP Broadcasting Company, LLC, WDLP
    Licensed Subsidiary, LLC, Robin Broadcasting Company, LLC and
    Robin Licensed Subsidiary, LLC (incorporated by reference to
    Exhibit 10.2 of the Companys Current Report on
    Form 8-K
    filed March 6, 2006).10
.102



Secured Promissory Note, dated March 1, 2006, made by
    Spanish Broadcasting System, Inc., Mega Media Holdings, Inc. and
    WDLP Licensing, Inc. in favor of WDLP Broadcasting Company, LLC
    and Robin Broadcasting Company, LLC, in the principal amount of
    $18,500,000 (incorporated by reference to Exhibit 10.3 of
    the Companys Current Report on
    Form 8-K
    filed March 6, 2006).10
.103*



Third Amendment to Lease, dated as of March 7, 2006,
    between Irradio Holdings, Ltd. and the Company (incorporated by
    reference to Exhibit 10.106 of the Companys Annual
    Report on
    Form 10-K
    filed March 16, 2006).10
.104*



Employment Agreement dated as of November 21, 2005,
    effective January 3, 2006 between the Company and Cynthia
    Hudson (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on
    Form 8-K
    filed on July 6, 2006).10
.105*



Spanish Broadcasting System, Inc. 2006 Omnibus Equity
    Compensation Plan (incorporated by reference to
    Exhibit 10.2 of the Companys Quarterly Report on
    Form 10-Q
    filed on August 8, 2006).10
.106



Agreement for Purchase and Sale dated August 24, 2006, by
    and between 7007 Palmetto Investments, LLC and the Company
    (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report of
    Form 8-K
    filed on October 30, 2006 (the 10/30/06 Current Report)).10
.107



Amendment to Purchase and Sale dated September 25, 2006, by
    and between 7007 Palmetto Investments, LLC and the Company
    (incorporated by reference to Exhibit 10.2 of the
    Companys 10/30/06 Current Report).10
.108



Second Amendment dated October 25, 2006, by and between
    7007 Palmetto Investments, LLC and the Company (incorporated by
    reference to Exhibit 10.3 of the Companys 10/30/06
    Current Report).10
.109



Assignment and Assumption Agreement dated October 25, 2006,
    by and between the Company and SBS Miami Broadcast Center, Inc.
    (SBS Miami Broadcast Center) (incorporated by reference to
    Exhibit 10.4 of the Companys 10/30/06 Current Report).10
.110



Lease dated October 25, 2006, by and between the 7007
    Palmetto Investments, LLC and SBS Miami Broadcast Center
    (incorporated by reference to Exhibit 10.5 of the
    Companys 10/30/06 Current Report).10
.111



Loan Agreement dated January 4, 2007, by and between
    Wachovia Bank, National Association (Wachovia) and SBS Miami
    Broadcast Center (incorporated by reference to Exhibit 10.1
    of the Companys Current Report on
    Form 8-K
    filed on January 10, 2006 (the 1/10/06 Current Report)). 106




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.112



Promissory Note, dated January 4, 2007, by SBS Miami
    Broadcast Center in favor of Wachovia (incorporated by reference
    to Exhibit 10.2 of the Companys 1/10/06 Current
    Report).10
.113



Mortgage, Assignment of Rents and Security Agreement dated
    January 4, 2007, by and between Wachovia and SBS Miami
    Broadcast Center (incorporated by reference to Exhibit 10.3
    of the Companys 1/10/06 Current Report).10
.114



Unconditional Guaranty dated January 4, 2007, by Spanish
    Broadcasting System, Inc. in favor of Wachovia (incorporated by
    reference to Exhibit 10.4 of the Companys 1/10/06
    Current Report).10
.115



Termination of Lease dated January 4, 2007, by and between
    the Seller and SBS Miami Broadcast Center (incorporated by
    reference to Exhibit 10.5 of the Companys 1/10/06
    Current Report).10
.116*



Restricted Stock Grant, dated as of March 10, 2007 to
    Raúl Alarcón, Jr.10
.117*



Indemnification Agreement with Mitchell A. Yelen as of
    October 1, 2007 (incorporated by reference to
    Exhibit 10.1 of the Companys Quarterly Report on
    Form 10-Q
    filed November 11, 2007).10
.118*



Stock Option Agreement dated as of October 1, 2007 between
    the Company and Mitchell A. Yelen (incorporated by
    reference to Exhibit 10.2 of the Companys Quarterly
    Report on
    Form 10-Q
    filed November 11, 2007).10
.119*



Incentive Stock Option Agreement dated November 8, 2007
    between the Company and Cynthia Hudson.10
.120*



Amendment No. 2 to Amended and Restated Employment
    Agreement dated as of November 7, 2007 by and between the
    Company and Marko Radlovic (incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed November 9, 2007).10
.121



Consulting Agreement by and between Jason L. Shrinsky and
    the Company dated January 31, 2008 and effective as of
    January 1, 2008 (incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed February 29, 2008).10
.122



Local Marketing Agreement dated as of January 1, 2008, by
    and between the Company and South Broadcasting System, Inc.14
.1



Code of Business Conduct and Ethics (incorporated by reference
    to Exhibit 14.1 of the Companys 2004
    Form 10-K).21
.1



List of Subsidiaries of the Company.23
.1



Consent of KPMG LLP.24
.1



Power of Attorney (included on the signature page of this Annual
    Report on
    Form 10-K).31(i)
.1



Chief Executive Officers Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31(i)
.2



Chief Financial Officers Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1



Chief Executive Officers Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2



Chief Financial Officers Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Indicates a management contract or compensatory plan or
    arrangement, as required by Item 15(a)(3) of
    Form 10-K. 107




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##### Table of Contents



Signatures
    Spanish Broadcasting System, Inc.
  By:
    /s/  Raúl
    Alarcón, Jr.   Title:
    Chairman of the Board of Directors,       Signature/s/  Raúl
    Alarcón, Jr.Raúl
    Alarcón, Jr.

Chairman of the board of directors, Chief Executive Officer and
    President (principal executive officer)/s/  Joseph
    A. GarcíaJoseph
    A. García

Executive Vice President, Chief Financial Officer, and Secretary
    (principal financial and accounting officer)/s/  Pablo
    Raúl Alarcón, Sr.Pablo
    Raúl Alarcón, Sr.

Director/s/  Antonio
    S. FernandezAntonio
    S. Fernandez

Director/s/  Jose
    A. VillamilJose
    A. Villamil

Director/s/  Mitchell
    A. YelenMitchell
    A. Yelen

Director/s/  Jason
    L. ShrinskyJason
    L. Shrinsky

Director  108




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber



Exhibit Description3
.1



Third Amended and Restated Certificate of Incorporation of
    Spanish Broadcasting System, Inc. (the Company), dated
    September 29, 1999 (incorporated by reference to the
    Companys 1999 Registration Statement on
    Form S-1
    (Commission File
    No. 333-85499)
    (the 1999 Registration Statement)) (Exhibit A to this
    exhibit is incorporated by reference to the Companys
    Current Report on
    Form 8-K,
    dated March 25, 1996 (the 1996 Current Report).3
.2



Certificate of Amendment to the Third Amended and Restated
    Certificate of Incorporation of the Company, dated
    September 29, 1999 (incorporated by reference to
    Exhibit 3.2 of the Companys 1999 Registration
    Statement).3
.3



Amended and Restated By-Laws of the Company (incorporated by
    reference to Exhibit 3.3 of the Companys 1999
    Registration Statement).3
.4



Certificate of Elimination of
    141/4% Senior
    Exchangeable Preferred Stock, Series A of the Company,
    dated October 28, 2003 (incorporated by reference to
    Exhibit 3.3 of the Companys Quarterly Report on
    Form 10-Q,
    dated November 14, 2003 (the 11/14/03 Quarterly Report)).4
.1



Article V of the Third Amended and Restated Certificate of
    Incorporation of the Company, dated September 29, 1999
    (incorporated by reference to Exhibit 3.1 of the
    Companys 1999 Registration Statement).4
.2



Certificate of Designations dated October 29, 2003 Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the
    103/4%
    Series A Cumulative Exchangeable Redeemable Preferred Stock
    of Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 4.1 of the Companys 11/14/03 Quarterly
    Report).4
.3



Certificate of Designations dated October 29, 2003 Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the
    103/4%
    Series B Cumulative Exchangeable Redeemable Preferred Stock
    of Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 4.2 of the Companys 11/14/03 Quarterly
    Report).4
.4



Indenture dated June 29, 1994 among the Company, IBJ
    Schroder Bank & Trust Company, as Trustee, the
    Guarantors named therein and the Purchasers named therein
    (incorporated by reference to Exhibit 4.1 of the
    Companys 1994 Registration Statement on
    Form S-4
    (the 1994 Registration Statement).4
.5



First Supplemental Indenture dated as of March 25, 1996 to
    the Indenture dated as of June 29, 1994 among the Company,
    the Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    1996 Current Report).4
.6



Second Supplemental Indenture dated as of March 1, 1997 to
    the Indenture dated as of June 29, 1994 among the Company,
    the Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    1996 Current Report).4
.7



Supplemental Indenture dated as of October 21, 1999 to the
    Indenture dated as of June 29, 1994 among the Company, the
    Guarantors named therein and IBJ Schroder Bank &
    Trust Company, as Trustee (incorporated by reference to the
    Companys 1999 Registration Statement).4
.8



Indenture with respect to
    95/8% Senior
    Subordinated Notes due 2009 with The Bank of New York as
    Trustee, dated November 2, 1999 (incorporated by reference
    to the Current Report on
    Form 8-K
    dated November 2, 1999 (the 1999 Current Report)).4
.9



Indenture with respect to
    95/8% Senior
    Subordinated Notes due 2009 with the Bank of New York as
    Trustee, dated June 8, 2001 (incorporated by reference to
    the Companys Registration Statement on
    Form S-3,
    filed on June 25, 2001 (the 2001
    Form S-3).4
.10



Form of stock certificate for the Class A common stock of
    the Company (incorporated by reference to the Companys
    1999 Registration Statement).4
.11



Certificate of Elimination of
    141/4%
    of Senior Exchangeable Preferred Stock, Series A of the
    Company, dated October 28, 2003 (incorporated by reference
    to Exhibit 3.3 of the Companys Quarterly Report on
    Form 10-Q
    filed November 14, 2003). 109




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##### Table of Contents



ExhibitNumber



Exhibit Description4
.12



Certificate of Designation Setting Forth the Voting Power,
    Preferences and Relative, Participating, Optional and Other
    Special Rights and Qualifications, Limitations and Restrictions
    of the Series C Convertible Preferred Stock of the Company
    (Certificate of Designation of Series C Preferred Stock)
    (incorporated by reference to Exhibit 4.1 of the
    Companys Current Report on Form 8.4
.13



Certificate of Correction to Certificate of Designation of
    Series C Preferred Stock of the Company dated
    January 7, 2005 (incorporated by reference to
    Exhibit 4.13 of the Companys Annual Report filed on
    Form 10).4
.14



Form of Notice of Redemption, dated June 10, 2005, with
    respect to the redemption of the registrants
    95/8% Senior
    Subordinated Notes due 2009 under the indenture dated as of
    November 2, 1999 (incorporated by reference to
    Exhibit 99.1 of the Companys Current Report on
    Form 8-K
    filed June 16, 2005).4
.15



Form of Notice of Redemption, dated June 10, 2005, with
    respect to the redemption of the registrants
    95/8% Senior
    Subordinated Notes due 2009 under the indenture dated as of
    June 8, 2001 (incorporated by reference to
    Exhibit 99.2 of the Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.1



Warrant Agreement dated as of March 15, 1997 among the
    Company and IBJ Schroder Bank & Trust Company, as
    Warrant Agent (incorporated by reference to the 1996 Current
    Report).10
.2*



Common Stock Registration Rights and Stockholders Agreement
    dated as of June 29, 1994 among the Company and certain
    Management Stockholders named therein (incorporated by reference
    to the 1994 Registration Statement).10
.3*



Amended and Restated Employment Agreement dated as of
    October 25, 1999, by and between the Company and Raúl
    Alarcón, Jr. (incorporated by reference to the
    Companys 1999 Registration Statement).10
.4*



Employment Agreement dated as of October 25, 1999, by and
    between the Company and Joseph A. García (incorporated by
    reference to the Companys 1999 Registration Statement).10
.5



Ground Lease dated December 18, 1995 between Louis Viola
    Company and SBS-NJ (incorporated by reference to the 1996
    Current Report).10
.6



Ground Lease dated December 18, 1995 between Frank F. Viola
    and Estate of Thomas C. Viola and SBS-NJ (incorporated by
    reference to the 1996 Current Report).10
.7



Lease and License Agreement dated February 1, 1991 between
    Empire State Building Company, as landlord, and SBS-NY, as
    tenant (incorporated by reference to Exhibit 10.15.1 of the
    1994 Registration Statement).10
.8



Modification of Lease and License dated June 30, 1992
    between Empire State Building Company and SBS-NY related to
    WSKQ-FM
    (incorporated by reference to Exhibit 10.15.2 of the 1994
    Registration Statement).10
.9



Lease and License Modification and Extension Agreement dated as
    of June 30, 1992 between Empire State Building Company, as
    landlord, and SBS-NY as tenant (incorporated by reference to
    Exhibit 10.15.3 of the 1994 Registration Statement).10
.10



Lease Agreement dated June 1, 1992 among Raúl
    Alarcón, Sr., Raúl Alarcón, Jr., and SBS-Fla
    (incorporated by reference to Exhibit 10.30 of the 1994
    Registration Statement).10
.11



Agreement of Lease dated as of March 1, 1996
    No. WT-174-A119
    1067 between The Port Authority of New Jersey and SBS of Greater
    New York, Inc. as assignee of Park Radio (incorporated by
    reference to the 1996 Current Report).10
.15*



Indemnification Agreement with Raúl Alarcón, Jr. dated
    as of November 2, 1999 (incorporated by reference to the
    1999 Current Report).10
.16*



Indemnification Agreement with Jason L. Shrinsky dated as of
    November 2, 1999 (incorporated by reference to the 1999
    Current Report).10
.17*



Spanish Broadcasting System 1999 Stock Option Plan (incorporated
    by reference to the Companys 1999 Registration Statement).10
.18*



Spanish Broadcasting System 1999 Company Stock Option Plan for
    Nonemployee Directors (incorporated by reference to the
    Companys 1999 Registration Statement). 110




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.19



Form of
    Lock-Up
    Letter Agreement (incorporated by reference in the
    Companys 1999 Registration Statement).10
.20*



Option Grant not under the Stock Option Plans with Arnold
    Sheiffer, dated October 27, 1999 (incorporated by reference
    to the 1999 Current Report).10
.25



Lease Agreement by and between the Company and Irradio Holdings,
    Ltd. made as of December 14, 2000 (incorporated by
    reference to Exhibit 10.50 of the Companys 2000
    Form 10-K).10
.26



First Addendum to Lease between the Company and Irradio
    Holdings, Ltd. as of December 14, 2000 (incorporated by
    reference to Exhibit 10.51 of the Companys 2000
    Form 10-K).10
.27



Asset Purchase Agreement dated as of November 2, 2000 by
    and between International Church of the FourSquare Gospel and
    the Company (incorporated by reference to Exhibit 10.1 of
    the Companys 2000
    Form 10-K).10
.28



Addendum to Asset Purchase Agreement, dated March 13, 2001,
    by and between International Church of the FourSquare Gospel and
    the Company (incorporated by reference to Exhibit 10.2 of
    the Companys Quarterly Report on
    Form 10-Q
    filed on May 9, 2001 (5/9/01 Quarterly Report)).10
.29



Time Brokerage Agreement, dated March 13, 2001, by and
    between International Church of the FourSquare Gospel and the
    Company (incorporated by reference to Exhibit 10.3 of the
    Companys 5/9/01 Quarterly Report).10
.30



93.5 Time Brokerage Agreement, dated March 13, 2001, by and
    between Spanish Broadcasting System Southwest, Inc. and
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.4 of the Companys 5/9/01
    Quarterly Report).10
.36*



Stock Option Agreement dated as of January 15, 2001 between
    the Company and Joseph A. García (incorporated by reference
    to Exhibit 10.49 to the Companys Annual Report on
    Form 10-K
    filed December 31, 2001).10
.38



Amendment dated as of February 8, 2002 to Asset Purchase
    Agreement dated as of November 2, 2000 by and between
    International Church of the FourSquare Gospel and Spanish
    Broadcasting System, Inc., as amended by an Addendum dated
    March 13, 2001 (incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Transition
    Report on
    Form 10-Q
    filed February 13, 2002).10
.39



Amendment No. 1 dated as of February 8, 2002 to Time
    Brokerage Agreement dated as of March 13, 2001 by and
    between International Church of the FourSquare Gospel, as
    Licensee, and Spanish Broadcasting System, Inc., as Time Broker
    (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Transition Report on
    Form 10-Q
    filed February 13, 2002).10
.40



Amendment No. 1 dated as of February 8, 2002 to the
    93.5 Time Brokerage Agreement dated as of March 13, 2001 by
    and between Spanish Broadcasting System SouthWest, Inc., as
    Licensee and International Church of the FourSquare Gospel, as
    Time Broker (incorporated by reference to Exhibit 10.3 to
    the Companys Quarterly Transition Report on
    Form 10-Q
    filed February 13, 2002).10
.41



Warrant dated February 8, 2002 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    filed May 2, 2002).10
.42*



Stock Option Agreement dated as of January 16, 2002 between
    the Company and Joseph A. García (incorporated by reference
    to Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-Q
    filed May 2, 2002).10
.45*



Companys 1999 Stock Option Plan as amended on May 6,
    2002 (incorporated by reference to Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    filed August 14, 2002).10
.46*



Companys 1999 Stock Option Plan for Non-Employee Directors
    as amended on May 6, 2002 (incorporated by reference to
    Exhibit 10.4 to the Companys Quarterly Report on
    Form 10-Q
    filed August 14, 2002). 111




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.47*



Stock Option Agreement dated as of October 29, 2002 between
    the Company and Raúl Alarcón, Jr. (incorporated by
    reference to Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    filed November 13, 2002).10
.51



Warrant dated March 31, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.4 of the Companys Quarterly
    Report on
    Form 10-Q,
    dated May 15, 2003 (the 5/15/03 Quarterly Report)).10
.52



Warrant dated April 30, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.5 of the Companys 5/15/03
    Quarterly Report).10
.53



Warrant dated May 31, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.1 of the Companys Quarterly
    Report on
    Form 10-Q,
    dated August 13, 2003 (the 8/13/03 Quarterly Report)).10
.54



Warrant dated June 30, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.2 of the Companys 8/13/03
    Quarterly Report).10
.55



Warrant dated July 31, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.3 of the Companys 8/13/03
    Quarterly Report).10
.56



Asset Purchase Agreement dated as of September 18, 2003
    between Spanish Broadcasting System, Inc. and Border Media
    Partners, LLC (incorporated by reference to Exhibit 10.1 of
    the Companys Current Report on
    Form 8-K,
    dated September 25, 2003).10
.58



Warrant dated August 31, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.1 of the Companys 11/14/03
    Quarterly Report).10
.59



Warrant dated September 30, 2003 by the Company in favor of
    International Church of the FourSquare Gospel (incorporated by
    reference to Exhibit 10.2 of the Companys 11/14/03
    Quarterly Report).10
.64



Transmission Facilities Lease between the Company and
    International Church of the FourSquare Gospel, dated
    October 30, 2003 (incorporated by reference to
    Exhibit 10.7 of the Companys 11/14/03 Quarterly
    Report).10
.65



Purchase Agreement dated October 30, 2003 between the
    Company and Merrill Lynch, Pierce Fenner & Smith
    Incorporated, Deutsche Bank Securities Inc. and Lehman Brothers
    Inc. with respect to 10
    3/4%
    Series A Cumulative Exchangeable Redeemable Preferred Stock
    (incorporated by reference to Exhibit 10.8 of the
    Companys 11/14/03 Quarterly Report).10
.66*



Registration Rights Agreement dated October 30, 2003
    between the Company and Merrill Lynch, Pierce
    Fenner & Smith Incorporated, Deutsche Bank Securities
    Inc. and Lehman Brothers Inc. with respect to 10
    3/4%
    Series A Cumulative Exchangeable Redeemable Preferred Stock
    (incorporated by reference to Exhibit 10.9 of the
    Companys 11/14/03 Quarterly Report).10
.69*



Amended and Restated Employment Agreement dated October 31,
    2003 between the Company and Marko Radlovic (incorporated by
    reference to Exhibit 10.81 of the Companys 2004
    Form 10-K).10
.70*



Nonqualified Stock Option Agreement dated October 27, 2003
    between the Company and Raúl Alarcón, Jr.
    (incorporated by reference to Exhibit 10.78 of the
    Companys 2004
    Form 10-K).10
.71*



Nonqualified Stock Option Agreement dated December 10, 2003
    between the Company and Marko Radlovic (incorporated by
    reference to Exhibit 10.79 of the Companys 2004
    Form 10-K).10
.72*



Incentive Stock Option Agreement dated December 10, 2003
    between the Company and Marko Radlovic (incorporated by
    reference to Exhibit 10.80 of the Companys 2004
    Form 10-K).10
.73*



Non-Qualified Stock Option Agreement dated as of March 3,
    2004 between the Company and Joseph A. García (incorporated
    by reference to Exhibit 10.1 to the Companys
    Quarterly Report on
    Form 10-Q
    filed May 10, 2004 (the 5/10/04 Quarterly Report)).10
.74*



Incentive Stock Option Agreement dated as of March 3, 2004
    between the Company and Joseph A. García (incorporated by
    reference to Exhibit 10.2 to the Companys 5/10/04
    Quarterly Report). 112




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.77*



Stock Option Letter Agreement dated as of July 2, 2004
    between the Company and Antonio S. Fernandez
    (incorporated by reference to Exhibit 10.1 of the
    Companys Quarterly Report on
    Form 10-Q
    filed August 9, 2004 (the 8/9/04 Quarterly Report)).10
.78*



Stock Option Letter Agreement dated as of July 2, 2004
    between the Company and Jose Antonio Villamil (incorporated by
    reference to Exhibit 10.2 of the Companys 8/9/04
    Quarterly Report).10
.81



Merger Agreement dated as of October 5, 2004 among Infinity
    Media Corporation, Infinity Broadcasting Corporation of
    San Francisco, Spanish Broadcasting System, Inc. and SBS
    Bay Area, LLC (incorporated by reference to Exhibit 10.1 of
    the Companys Quarterly Report on
    Form 8-K
    filed on October 12, 2004).10
.82*



Stockholder Agreement dated as of October 5, 2004 among
    Spanish Broadcasting System, Inc., Infinity Media Corporation
    and Raúl Alarcón, Jr. (incorporated by reference to
    Exhibit 10.2 of the Companys Quarterly Report on
    Form 8-K
    filed on October 12, 2004).10
.83



Local Marketing Agreement dated as of October 5, 2004
    between Infinity Broadcasting Corporation of San Francisco
    and SBS Bay Area, LLC (incorporated by reference to
    Exhibit 10.3 of the Companys Quarterly Report on
    Form 8-K
    filed on October 12, 2004).10
.85



Warrant to Purchase Series C Preferred Stock of Spanish
    Broadcasting System, Inc. dated December 23, 2004 by the
    Company in favor of Infinity Media Corporation (incorporated by
    reference to Exhibit 4.2 of the Companys Quarterly
    Report on
    Form 8-K
    filed on December 27, 2004).10
.86



Registration Rights Agreement dated as of December 23, 2004
    between Spanish Broadcasting System, Inc. and Infinity Media
    Corporation (incorporated by reference to Exhibit 4.3 of
    the Companys Quarterly Report on
    Form 8-K
    filed on December 27, 2004).10
.87*



Nonqualified Stock Option Agreement, dated as of March 15,
    2005 between the Company and Jason Shrinsky (incorporated by
    reference to Exhibit 10.1 of the Companys Quarterly
    Report on
    Form 10-K
    filed May 10, 2005).10
.89



First Lien Credit Agreement, dated as of June 10, 2005,
    among Spanish Broadcasting System, Inc., Merrill Lynch, Pierce
    Fenner & Smith, Incorporated, Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and various lenders
    (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.90



Second Lien Term Loan Agreement, dated as of June 10, 2005,
    among Spanish Broadcasting System, Inc., Merrill Lynch, Pierce
    Fenner & Smith, Incorporated, Wachovia Bank, National
    Association, Lehman Commercial Paper Inc. and various lenders
    (incorporated by reference to Exhibit 10.2 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.91



First Lien Guarantee and Collateral Agreement, dated as of
    June 10, 2005, among Spanish Broadcasting System, Inc.,
    certain of its subsidiaries and Lehman Commercial Paper Inc.
    (incorporated by reference to Exhibit 10.3 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.92



Second Lien Guarantee and Collateral Agreement, dated as of
    June 10, 2005, among Spanish Broadcasting System, Inc.,
    certain of its subsidiaries and Lehman Commercial Paper Inc.
    (incorporated by reference to Exhibit 10.4 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.93



Intercreditor Agreement, dated as of June 10, 2005, among
    Spanish Broadcasting System, Inc. and Lehman Commercial Paper
    Inc. (incorporated by reference to Exhibit 10.5 of the
    Companys Current Report on
    Form 8-K
    filed June 16, 2005).10
.94*



Nonqualified Stock Option Agreement, dated as of July 11,
    2003 between the Company and Joseph A. García (incorporated
    by reference to Exhibit 10.2 of the Companys
    Quarterly Report on
    Form 10-K
    filed May 10, 2005).10
.95



Asset Purchase Agreement, dated July 12, 2005 among the
    Company, WDLP Broadcasting Company, LLC, WDLP Licensed
    Subsidiary, LLC, Robin Broadcasting Company, LLC and Robin
    Licensed Subsidiary, LLC (incorporated by reference to
    Exhibit 10.1 of the Companys Quarterly Report on
    Form 10-K
    filed August 9, 2005). 113




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.96



Second Amendment to Lease, dated December 1, 2004 between
    the Company and Irradio Holdings, Ltd. (incorporated by
    reference to Exhibit 10.2 of the Companys Quarterly
    Report on
    Form 10-K
    filed August 9, 2005).10
.97*



Amendment to Amended and Restated Employment Agreement, dated as
    of July 21, 2005, by and between the Company and Marko
    Radlovic (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on Form 8-K filed November 9,
    2007).10
.99



Amendment to Asset Purchase Agreement, dated January 6,
    2006, by and among Mega Media Holdings, Inc., WDLP Licensing,
    Inc., and WDLP Broadcasting Company, LLC, WDLP Licensed
    Subsidiary, LLC, Robin Broadcasting Company, LLC, and Robin
    Licensed Subsidiary, LLC (incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed January 12, 2006).10
.100



Security Agreement, dated as of March 1, 2006, among Mega
    Media Holdings, Inc., WDLP Licensing, Inc., WDLP Broadcasting
    Company, LLC, WDLP Licensed Subsidiary, LLC, Robin Broadcasting
    Company, LLC and Robin Licensed Subsidiary, LLC (incorporated by
    reference to Exhibit 10.1 of the Companys Current
    Report on
    Form 8-K
    filed March 6, 2006).10
.101



Pledge Agreement, dated as of March 1, 2006, among Mega
    Media Holdings, Inc., WDLP Broadcasting Company, LLC, WDLP
    Licensed Subsidiary, LLC, Robin Broadcasting Company, LLC and
    Robin Licensed Subsidiary, LLC (incorporated by reference to
    Exhibit 10.2 of the Companys Current Report on
    Form 8-K
    filed March 6, 2006).10
.102



Secured Promissory Note, dated March 1, 2006, made by
    Spanish Broadcasting System, Inc., Mega Media Holdings, Inc. and
    WDLP Licensing, Inc. in favor of WDLP Broadcasting Company, LLC
    and Robin Broadcasting Company, LLC, in the principal amount of
    $18,500,000 (incorporated by reference to Exhibit 10.3 of
    the Companys Current Report on
    Form 8-K
    filed March 6, 2006).10
.103*



Third Amendment to Lease, dated as of March 7, 2006,
    between Irradio Holdings, Ltd. and the Company (incorporated by
    reference to Exhibit 10.106 of the Companys Annual
    Report on
    Form 10-K
    filed March 16, 2006).10
.104*



Employment Agreement dated as of November 21, 2005,
    effective January 3, 2006 between the Company and Cynthia
    Hudson (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on
    Form 8-K
    filed on July 6, 2006).10
.105*



Spanish Broadcasting System, Inc. 2006 Omnibus Equity
    Compensation Plan (incorporated by reference to
    Exhibit 10.2 of the Companys Quarterly Report on
    Form 10-Q
    filed on August 8, 2006).10
.106



Agreement for Purchase and Sale dated August 24, 2006, by
    and between 7007 Palmetto Investments, LLC and the Company
    (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report of
    Form 8-K
    filed on October 30, 2006 (the 10/30/06 Current
    Report)).10
.107



Amendment to Purchase and Sale dated September 25, 2006, by
    and between 7007 Palmetto Investments, LLC and the Company
    (incorporated by reference to Exhibit 10.2 of the
    Companys 10/30/06 Current Report).10
.108



Second Amendment dated October 25, 2006, by and between
    7007 Palmetto Investments, LLC and the Company (incorporated by
    reference to Exhibit 10.3 of the Companys 10/30/06
    Current Report).10
.109



Assignment and Assumption Agreement dated October 25, 2006,
    by and between the Company and SBS Miami Broadcast Center, Inc.
    (SBS Miami Broadcast Center) (incorporated by reference to
    Exhibit 10.4 of the Companys 10/30/06 Current Report).10
.110



Lease dated October 25, 2006, by and between the 7007
    Palmetto Investments, LLC and SBS Miami Broadcast Center
    (incorporated by reference to Exhibit 10.5 of the
    Companys 10/30/06 Current Report).10
.111



Loan Agreement dated January 4, 2007, by and between
    Wachovia Bank, National Association (Wachovia) and SBS Miami
    Broadcast Center (incorporated by reference to Exhibit 10.1
    of the Companys Current Report on
    Form 8-K
    filed on January 10, 2006 (the 1/10/06 Current Report)). 114




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.112



Promissory Note, dated January 4, 2007, by SBS Miami
    Broadcast Center in favor of Wachovia (incorporated by reference
    to Exhibit 10.2 of the Companys 1/10/06 Current
    Report).10
.113



Mortgage, Assignment of Rents and Security Agreement dated
    January 4, 2007, by and between Wachovia and SBS Miami
    Broadcast Center (incorporated by reference to Exhibit 10.3
    of the Companys 1/10/06 Current Report).10
.114



Unconditional Guaranty dated January 4, 2007, by Spanish
    Broadcasting System, Inc. in favor of Wachovia (incorporated by
    reference to Exhibit 10.4 of the Companys 1/10/06
    Current Report).10
.115



Termination of Lease dated January 4, 2007, by and between
    the Seller and SBS Miami Broadcast Center (incorporated by
    reference to Exhibit 10.5 of the Companys 1/10/06
    Current Report).10
.116*



Restricted Stock Grant, dated as of March 10, 2007 to
    Raúl Alarcón, Jr.10
.117*



Indemnification Agreement with Mitchell A. Yelen as of
    October 1, 2007 (incorporated by reference to
    Exhibit 10.1 of the Companys Quarterly Report on
    Form 10-Q
    filed November 11, 2007).10
.118*



Stock Option Agreement dated as of October 1, 2007 between
    the Company and Mitchell A. Yelen (incorporated by
    reference to Exhibit 10.2 of the Companys Quarterly
    Report on
    Form 10-Q
    filed November 11, 2007).10
.119*



Incentive Stock Option Agreement dated November 8, 2007
    between the Company and Cynthia Hudson.10
.120*



Amendment No. 2 to Amended and Restated Employment
    Agreement dated as of November 7, 2007 by and between the
    Company and Marko Radlovic (incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed November 9, 2007).10
.121



Consulting Agreement by and between Jason L. Shrinsky and
    the Company dated January 31, 2008 and effective as of
    January 1, 2008 (incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed February 29, 2008).10
.122



Local Marketing Agreement dated as of January 1, 2008, by
    and between the Company and South Broadcasting System, Inc.14
.1



Code of Business Conduct and Ethics (incorporated by reference
    to Exhibit 14.1 of the Companys 2004
    Form 10-K).21
.1



List of Subsidiaries of the Company.23
.1



Consent of KPMG LLP.24
.1



Power of Attorney (included on the signature page of this Annual
    Report on
    Form 10-K).31(i)
.1



Chief Executive Officers Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31(i)
.2



Chief Financial Officers Certification pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32
.1



Chief Executive Officers Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2



Chief Financial Officers Certification pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.     *
    
    Indicates a management contract or compensatory plan or
    arrangement, as required by Item 15(a)(3) of
    Form 10-K. 115