##### Table of Contents



UNITED STATESSECURITIES AND EXCHANGE
    COMMISSION
 Washington, 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, 2005oro

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)
  Registrants telephone number,
    including area code:
    (305) 441-6901
  Former name, former address and
    former fiscal year, if changed since last report: None
  Securities registered pursuant to
    Section 12(b) of the Act: None
  Name of each exchangeTitle of each class

on which registeredNot applicable

Not applicable    Class A common stock, par value $.0001 per share
 (Title of Class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2 o þ o
  Rule 12b-2 o þ
      Documents Incorporated by
    Reference: None




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##### 



TABLE OF
    CONTENTS
  PART I


1Item 1.

Business


1Item 1A.

Risk Factors


20Item 1B.

Unresolved Staff
    Comments


30Item 2.

Properties


30Item 3.

Legal
    Proceedings


31Item 4.

Submission of
    Matters to a Vote of Security Holders


32PART II


33Item 5.

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


33Item 6.

Selected Financial
    Data


34Item 7.

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


36Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


48Item 8.

Financial
    Statements and Supplementary Data


49Item 9.

Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


49Item 9A.

Controls and
    Procedures


49Item 9B.

Other
    Information


50PART III


51Item 10.

Directors and
    Executive Officers of the Registrant


51Item 11.

Executive
    Compensation


53Item 12.

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


59Item 13.

Certain
    Relationships and Related Transactions


62Item 14.

Principal
    Accountant Fees and Services


63PART IV


64Item 15.

Exhibits, Financial
    Statement Schedules


64EX-10.100: AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEX-10.106: THIRD AMENDMENT TO LEASEEX-21.1: LIST OF SUBISIDIARIES OF THE COMPANYEX-23.1: CONSENT OF KPMG LLPEX-31.I.1:  CERTIFICATIONEX-31.I.2:  CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   i




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Special
    Note Regarding Forward-Looking Statements
  Form 10-K
 PART I  Item 1.
    Business  (305) 441-6901, www.spanishbroadcasting.com
  LaMusica.com
    Business
    Strategy
     1




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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 2003, the
    Hispanic population growth surged by 78%, more than four times
    faster than the national growth rate. The Hispanic population
    has grown 13% since 2000, accounting for nearly half the
    population increase in the U.S.
    Hispanic Buying Power.  The
    U.S. Hispanic population accounted for an estimated buying
    power of $736.0 million in 2005 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
    47.7% to $1.09 billion by 2010, positioning the Hispanic
    demographic as an extremely attractive group for advertisers.
    Growth in Spanish Language Advertising
    Spending.  In 2004, advertisers spent an
    estimated $3.1 billion on Spanish-language media
    advertising, compared to $2.8 billion in 2003, representing
    an 11% increase from the previous year.  Synovate  2004 U.S. Hispanic
    Market Report, The Multicultural Economy 2005, The Selig Center
    for Economic Growth, University of Georgia, July 2005 and the
    HispanTelligence, The U.S. Hispanic Economy Transition:
    Facts, Figures, and Trends, 2005.
  Operating
    Strategy
    Format high quality programming.
  Attract and retain strong local management
    teams. and/or
  Utilize focused sales efforts.
 2




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Control broadcast station operating
    costs.
  Effective use of promotions and special
    events.
  Maintain strong community
    involvement.
  Expand branded content across multiple media
    platforms. www.lamusica.com
  Recent
    Developments
  Acquisition
    of Television Stations
  WSBS-TV WDLP-TV),
 3




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Sale
    of Los Angeles Stations
  KZAB-FM KZBA-FM,
    KZAB-FM KZBA-FM
    Termination
    of Second Lien Credit Facility
   4




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Operating
    Segments
    Radio
    Overview
      Our MarketsEstimated





2005 TotalEstimated


% of Total


Estimated


EstimatedHispanic


Hispanic


% of Total


Market Radio


Number ofHispanic



Population


Population in


U.S. Hispanic


Revenue


StationsMarket Rank

Hispanic Market

(000)(a)


Market(a)


Population(a)


($mm)(b)


We Operate1

Los Angeles


7,811



45
%


18
%

$
1,097



22

New York


4,316



21
%


10
%


840



23

Puerto Rico


3,912



98
%


9
%


111



114

Chicago


1,838



19
%


4
%


587



15

Miami


1,837



43
%


4
%


286



38

San Francisco


1,492



21
%


3
%


442



1Total for our markets


21,206



33
%


49
%

$
3,363



20     (a)
    
    Sources: Synovate, 2004
    U.S. Hispanic Market Report; U.S. Census Bureau
    Population Estimates for Puerto Rico, July 2005;
    U.S. Census Bureau, Census 2000.(b)
    
    Source: BIA Financial Network
    Inc.s Investing in Radio, 2006 Market Report.  Radio
    Station Portfolio
  BIA Financial Network, Inc.s Investing in Radio, 2006
    Market Report, Synovate  2004 U.S. Hispanic
    Market Report, U.S. Census Bureau Population
    Estimates for Puerto Rico  2005 U.S. Census Bureau, Census 2000.
  Los
    Angeles
    New
    York
  WSKQ-FM
 5




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Puerto
    Rico
    Chicago
    Miami
    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. 6




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
    Regional Mexican.  The Regional Mexican
    format consists of various types of music played in different
    regions of Mexico such as ranchera, norteña, 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. Norteña means northern, and is representative of
    Northern Mexico. Featuring an accordion, norteña 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.
    Spanish Oldies.  The Spanish Oldies
    format includes a variety of Latin and English classics mainly
    from the 1960s, 1970s and 1980s.
    American Top 40.  The American Top 40
    format consists of the most popular current chart hits.
    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, has evolved into a mix of Spanish- and
    English-language dance hall, traditional reggae, Latin pop and
    Spanish hip-hop. Currently, Puerto Rico is producing the biggest
    reggaeton hits.    Target BuyingDemographicMarket

FM Station

Format

Group by AgeLos Angeles

KLAX

Regional Mexican


18-49KXOL

Hurban


18-49New York

WSKQ

Spanish Tropical


18-49WPAT

Spanish Adult Contemporary


25-54Puerto Rico

WMEG

American Top 40


18-34WEGM

American Top 40


18-34WCMA

Spanish Adult Contemporary


18-49WIOA

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


18-49San Francisco

KRZZ

Regional Mexican


18-49  7




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Latin
    Music On-Line (LaMusica.com)
    Television
    Overview and Programming
    Advertising
     8




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Competition
      
    management experience;
    talent 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. 9




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tm
     10




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Management
    and Personnel
  and/or
    Seasonality
    Patents,
    Trademarks, Licenses and Franchises
    Antitrust
    Federal
    Regulation of Radio and Television Broadcasting
   11




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
    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.          
    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;
    technical and frequency allocation matters;
    the implementation of digital audio broadcasting on a
    terrestrial basis; 12




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
    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
    KZAB-FM KZBA-FM, WSBS-TV-DT WSBS-CA,
  Broadcast



Date of

Date of License

Operation

FCC

HAAT

PowerStation

Market

Acquisition

Expiration

Frequency

Class

(in meters)

(in kilowatts)KLAX

Los Angeles, CA


2/24/88


12/01/13


97.9 MHz


B


184


33KXOL

Los Angeles, CA


10/30/03


12/01/13


96.3 MHz


B


388


7WSKQ

New York, NY


1/26/89


6/01/06


97.9 MHz


B


415


6WPAT

New York, NY


3/25/96


6/01/06


93.1 MHz


B


433


5.4WMEG

Puerto Rico


5/13/99


2/01/12


106.9 MHz


B


594


25WEGM

Puerto Rico


1/14/00


2/01/12


95.1 MHz


B


600


25WCMA

Puerto Rico


12/01/98


2/01/12


96.5 MHz


B


852


11.5WZET

Puerto Rico


5/13/99


2/01/12


92.1 MHz


A


337


2.95WIOA

Puerto Rico


1/14/00


2/01/12


99.9 MHz


B


560


31WIOB

Puerto Rico


1/14/00


2/01/12


97.5 MHz


B


302


50WIOC

Puerto Rico


1/14/00


2/01/12


105.1 MHz


B


-61


47WZNT

Puerto Rico


1/14/00


2/01/12


93.7 MHz


B


540


32WZMT

Puerto Rico


1/14/00


2/01/12


93.3 MHz


B


560


28WODA

Puerto Rico


1/14/00


2/01/12


94.7 MHz


B


560


31WNOD

Puerto Rico


1/14/00


2/01/12


94.l MHz


B


587


25WLEY

Chicago, IL


3/27/97


12/01/12


107.9 MHz


B


232


21WXDJ

Miami, FL


3/28/97


2/01/12


95.7 MHz


C2


167


40WCMQ

Miami, FL


12/22/86


2/01/12


92.3 MHz


C2


188


31WRMA

Miami, FL


3/28/97


2/01/12


106.7 MHz


CO


300


100KRZZ

San Francisco, CA


12/23/04


12/01/13


93.3 MHz


B


164


42WSBS-TV

Key West, FL


3/1/06


2/01/13


CH. 22-TV





30.9


219WSBS-DT

Miami, FL


3/1/06


2/01/13


CH. 3-DTV





54


1WSBS-CA

Miami, FL


3/1/06


2/01/13


CH. 50-TV





0


150     
    the station has served the public interest, convenience and
    necessity; 13




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
    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.          Ownership Matters.
  
    the financial and legal qualifications of the prospective
    assignee or transferee, including compliance with FCC
    restrictions on
    non-U.S. citizen
    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.   14




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non-U.S. citizens non-U.S. corporations. non-U.S. citizens non-U.S. corporations, non-U.S. citizens.
          
    broadcast stations above certain limits servicing the same local
    market; and
    broadcast stations and a daily newspaper serving the same local
    market.   15




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®
  
    In a radio market with 45 or more full-power commercial and
    non-commercial 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 non-commercial 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).
    In a radio market with between 15 and 29 (inclusive) full-power
    commercial and non-commercial 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
    non-commercial 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.       16




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and/or
  ® ® ® ®
    
    In markets with five or more television stations, a licensee may
    own two stations, but only one of these stations may be among
    the top four in ratings.
    In markets with eighteen or more television stations, a licensee
    may own up to three television stations, but only one of these
    may be among the top four in ratings.
    Both commercial and non-commercial stations are counted in
    determining the number of stations in a market.
    For markets with eleven or fewer television stations, a waiver
    may be sought for the merger of two top-four stations. The
    FCCs decision to grant a waiver will be based on whether
    local communities will be better served by the merger.        
    a daily newspaper, one television station and up to half of the
    radio station limit for that market;
    a daily newspaper and up to the entire radio station limit for
    that market; and
    two television stations (subject to the local television
    ownership rule) and up to the entire radio station limit for
    that market.   17




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




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Low Power Radio Broadcast Service.
  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.      Digital Television Services.
    Other Proceedings.
 19




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Proposed Changes.
  Environmental
    Matters
      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    Our
    substantial amount of debt could adversely affect our financial
    health.
   20




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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.
       21




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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;
    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;
    change or add lines of business;
    enter into certain transactions with affiliates;
    enter into sale and leaseback transactions;
    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. 22




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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.
    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.
   23




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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.
      Cancellations
    or reductions in advertising could adversely affect our net
    revenues.
    A
    large portion of our net revenue and operating income currently
    comes from our New York, Los Angeles and Miami
    markets.
   24




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We may
    be unable to effectively integrate our acquisition of our
    television operation.
      The
    success of our television operation depends upon our ability to
    attract viewers and advertisers to our broadcast television
    operation.
      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.
     25




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Our
    growth depends on successfully executing our acquisition
    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 despite newly 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.      Loss
    of any of our key personnel could adversely affect our
    business.
    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.
  Form 10-K.
  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; 26




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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.  Our
    business depends on maintaining our FCC licenses, which we may
    be unable to maintain.
      non-U.S. ownership
  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.
   27




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We may
    face regulatory review for additional acquisitions and
    divestitures in our existing markets and, potentially,
    acquisitions in new markets.
    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.   28




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##### Table of Contents



Current
    or future sales by existing stockholders could depress the
    market price of our Class A common stock.
    KXOL-FM, KZAB-FM KZBA-FM
    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
 29




---



##### Table of Contents



Our
    operating results could be adversely affected by a national or
    regional recession.
  and/or
  Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    WSKQ-FM WPAT-FM, KLAX-FM KXOL-FM
  WSKQ-FM WPAT-FM KLAX-FM KXOL-FM WLEY-FM WRMA-FM KRZZ-FM back-up WCMQ-FM
  WSBS-TV-DT
       30




---



##### Table of Contents



Item 3.
    Legal
    Proceedings    Hurtado
    Litigation
      Wolf,
    et al., Litigation
  and/or successors-in-interest
  Section 10b-5
   31




---



##### Table of Contents



Amigo
    Broadcasting Litigation
        Item 4.
    Submission
    of Matters to a Vote of Security Holders   32




---



##### Table of Contents



PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Fiscal Year Ended
    December 31, 2004

High


LowFirst Quarter
    (01/01/04  03/31/04)

$
12.35


$
9.52Second Quarter
    (04/01/04  06/30/04)

$
11.21


$
9.00Third Quarter
    (07/01/04  09/30/04)

$
10.40


$
7.54Fourth Quarter
    (10/01/04  12/31/04)

$
11.17


$
9.50   Fiscal Year Ended
    December 31, 2005

High


LowFirst Quarter
    (01/01/05  03/31/05)

$
11.21


$
9.75Second Quarter
    (04/01/05  06/30/05)

$
10.50


$
7.95Third Quarter
    (07/01/05  09/30/05)

$
10.24


$
6.52Fourth Quarter
    (10/01/05  12/31/05)

$
7.38


$
4.35   Holders
    Dividend
    Policy
    3 4
    Recent
    Sales of Unregistered Securities
  Form 10-K.
  Equity
    Compensation Plan Information
   33




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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.
  Form 10-Q 52-53-week
    ThreeMonths


Fiscal YearFiscal Year End


Ended


EndedDecember 31,


December 31,


December 31,


December 29,


December 30,


September 30,2005


2004


2003


2002


2001


2001(in thousands, except per share
    data)Statement of Operations
    Data:Net revenue(1)

$
169,832


$
156,443


$
135,266


$
135,688


$
31,769


$
125,467Station operating expenses(1)(2)


103,162



88,202



73,374



77,779



19,447



76,277Stock-based programming expense(3)










2,943











Corporate expenses


14,359



13,346



17,853



13,546



2,387



10,515Depreciation and amortization


3,447



3,308



2,901



2,871



4,275



16,750Loss (gain) on the sale of assets,
    net of disposal costs


645



(5,461
)














Operating income from continuing
    operations

$
48,219


$
57,048


$
38,195


$
41,492


$
5,660


$
21,925Interest expense, net(4)


(35,619
)


(41,109
)


(36,622
)


(34,146
)


(8,212
)


(30,643
)Other income (expense), net


1,769



164



1,125



(720
)


650



497Loss on early extinguishment of
    debt(5)


(32,597
)


















(3,063
)(Loss) income from continuing
    operations before income taxes, discontinued operations, and
    cumulative effect of a change in accounting principle

$
(18,228
)

$
16,103


$
2,698


$
6,626


$
(1,902
)

$
(11,284
)Income tax expense (benefit)


17,034



16,495



11,280



53,094



(686
)


(4,307
)(Loss) income from continuing
    operations before discontinued operations, and cumulative effect
    of a change in accounting principle

$
(35,262
)

$
(392
)

$
(8,582
)

$
(46,468
)

$
(1,216
)

$
(6,977
)Discontinued operations, net of
    income taxes(6)


(8
)


28,410



(168
)


1,910



(11
)


(611
)Cumulative effect of a change in
    accounting principle, net of income taxes(7)














(45,288
)






Net (loss) income

$
(35,270
)

$
28,018


$
(8,750
)

$
(89,846
)

$
(1,227
)

$
(7,588
)Dividends on preferred stock

$
(9,449
)

$
(8,548
)

$
(1,366
)

$



$



$
Preferred stock beneficial
    conversion






(11,457
)














Net (loss) income applicable to
    common stockholders

$
(44,719
)

$
8,013


$
(10,116
)

$
(89,846
)

$
(1,227
)

$
(7,588
) 34




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##### Table of Contents



ThreeMonths


Fiscal YearFiscal Year End


Ended


EndedDecember 31,


December 31,


December 31,


December 29,


December 30,


September 30,2005


2004


2003


2002


2001


2001(in thousands, except per share
    data)(Loss) income per common share:Basic and Diluted (before
    discontinued operations and cumulative effect of a change in
    accounting principle)

$
(0.62
)

$
(0.31
)

$
(0.16
)

$
(0.72
)

$
(0.02
)

$
(0.11
)Basic and Diluted

$
(0.62
)

$
0.13


$
(0.16
)

$
(1.39
)

$
(0.02
)

$
(0.12
)Weighted average common shares
    outstanding:Basic


72,381



64,900



64,684



64,670



64,658



64,096Diluted


72,381



65,288



64,684



64,670



64,658



64,096Other Financial Data:Capital expenditures

$
4,484


$
2,998


$
3,365


$
3,994


$
830


$
5,595Net cash provided by (used in)
    operating activities

$
11,733


$
12,839


$
13,226


$
10,666


$
(7,377
)

$
17,023Net cash provided by (used in)
    investing activities

$
48,798


$
75,458


$
(231,170
)

$
9,265


$
(837
)

$
(35,181
)Net cash (used in) provided by
    financing activities

$
(67,407
)

$
(1,874
)

$
192,123


$
(141
)

$
(46
)

$
18,499Consolidated Balance Sheet
    Data:Cash and cash equivalents

$
125,156


$
132,032


$
45,609


$
71,430


$
51,640


$
59,900Total assets

$
1,013,217


$
1,009,723


$
842,282


$
634,767


$
687,078


$
700,178Total debt (including current
    portion)

$
423,130


$
453,947


$
454,194


$
328,310


$
327,631


$
327,452Preferred stock

$
89,932


$
84,914


$
76,366


$



$



$
Total stockholders equity

$
274,827


$
312,636


$
216,676


$
227,425


$
308,199


$
309,426     (1)
    
    Below are revenue and expenses related to a two-year AOL Time
    Warner, Inc. barter agreement which concluded in August 2002 and
    are included in continuing operations. These results are
    non-recurring and had a significant non-cash impact for the
    periods:  Impact onNet


OperatingRevenue


Expense($ in thousands)Fiscal year ended
    September 30, 2001

$
10,409



(10,234
)Three months ended
    December 30, 2001

$
2,437



(2,433
)Fiscal year ended
    December 29, 2002

$
6,351



(6,366
)   (2)
    
    Station operating expenses include engineering, programming,
    selling and general and administrative expenses, but exclude
    stock-based programming expenses, which are listed separately.(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 non-recurring stock-based
    programming expense on the respective date of grant.(4)
    
    Interest expense, net, includes non-cash interest, such as the
    accretion of principal, the amortization of discounts on debt
    and the amortization of deferred financing costs.(5)
    
    For 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 relates to the
    write-off of the related unamortized deferred financing costs
    and call premiums. 35




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##### Table of Contents



(6)
    
    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 have been classified as
    discontinued operations in the selected historical consolidated
    statements of operations.    KSAH-AMs
    (7)
    
    In July 2001, FASB issued SFAS No. 142, Goodwill
    and Other Intangible Assets (SFAS No. 142).
    SFAS No. 142 requires that goodwill and intangible
    assets with indefinite useful lives no longer be amortized, but
    instead tested for impairment at least annually in accordance
    with the provisions of SFAS No. 142. We have concluded
    that our intangible assets, comprised primarily of FCC licenses,
    qualify as indefinite-life intangible assets under
    SFAS No. 142.    Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
  LaMusica.com
  WSBS-TV WDLP-TV)
 36




---



##### Table of Contents



37




---



##### Table of Contents



Fiscal
    Year Ended 2005 Compared to Fiscal Year Ended 2004
    Fiscal Years Ended


Change2005


2004


$


%(In thousands)Net revenue:Radio

$
169,832



156,443



13,389



9
%Television














0
%Consolidated

$
169,832



156,443



13,389



9
%Engineering and programming
    expense:Radio

$
32,098



30,941



1,157



4
%Television


1,949







1,949



100
%Consolidated

$
34,047



30,941



3,106



10
%Selling, general and
    administrative:Radio

$
67,875



57,261



10,614



19
%Television


1,240







1,240



100
%Consolidated

$
69,115



57,261



11,854



21
%Operating income (loss) before
    corporate expenses, depreciation and amortization and loss
    (gain) on sales of assets, net:Radio

$
69,859



68,241



1,618



2
%Television


(3,189
)






(3,189
)


100
%Consolidated

$
66,670



68,241



(1,571
)


(2
)%Depreciation and
    amortization:Radio

$
3,366



3,308



58



2
%Television


81







81



100
%Consolidated

$
3,447



3,308



139



4
%Capital expenditures:Radio

$
2,563



2,677



(144
)


(4
)%Television


1,326







1,326



100
%Corporate


595



321



274



85
%Consolidated

$
4,484



2,998



1,487



50
%   As of
    December 31,Total Assets:

2005


2004Radio

$
1,010,020



1,009,723Television


3,197



Consolidated

$
1,013,217



1,009,723  38




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##### Table of Contents



Fiscal Years Ended


Change2005


2004


$


%(In thousands)Net revenue

$
169,832


$
156,443



13,389



9
%Engineering and programming
    expenses


34,047



30,941



3,106



10
%Selling, general and
    administrative expenses


69,115



57,261



11,854



21
%Corporate expenses


14,359



13,346



1,013



8
%Depreciation and amortization


3,447



3,308



139



4
%Loss (gain) on sales of assets,
    net of disposal costs


645



(5,461
)


6,106



(112
)%Operating income from continuing
    operations

$
48,219


$
57,048



(8,829
)


(15
)%Interest expense, net


(35,619
)


(41,109
)


5,490



(13
)%Loss on early extinguishment of
    debt


(32,597
)






(32,597
)


(100
)%Other income, net


1,769



164



1,605



979
%Income tax expense


17,034



16,495



539



3
%Income (loss) on discontinued
    operations, net of taxes


(8
)


28,410



(28,418
)


(100
)%Net (loss) income

$
(35,270
)

$
28,018



(63,288
)


(226
)%   Net Revenue. KRZZ-FM, year-over-year
  Engineering and Programming Expenses. KRZZ-FM,
  Selling, General and Administrative
    Expenses. KRZZ-FM,
  Corporate Expenses.
  Loss (gain) on sales of assets, net. KZAB-FM KZBA-FM, WDEK-FM, WKIE-FM WKIF-FM
 39




---



##### Table of Contents



Operating Income from Continuing
    Operations.
  Interest Expense, Net.
  Loss on early extinguishment of debt. 5 8
  Other Income, net.
  Income Taxes.
  Discontinued Operations, Net of Taxes. KLEY-FM KSAH-AM, KPTI-FM,
  Net (Loss) Income.
  Fiscal
    Year Ended 2004 Compared to Fiscal Year Ended 2003
    Fiscal Years Ended


Change2004


2003


$


%(In thousands)Net revenue

$
156,443


$
135,266



21,177



16
%Engineering and programming
    expenses


30,941



23,329



7,612



33
%Stock-based programming expenses






2,943



(2,943
)


(100
)%Selling, general and
    administrative expenses


57,261



50,045



7,216



14
%Corporate expenses


13,346



17,853



(4,507
)


(25
)%Depreciation and amortization


3,308



2,901



407



14
%Gain on sales of assets, net of
    disposal costs


(5,461
)






(5,461
)


100
% 40




---



##### Table of Contents



Fiscal Years Ended


Change2004


2003


$


%(In thousands)Operating income from continuing
    operations

$
57,048


$
38,195



18,853



49
%Interest expense, net


(41,109
)


(36,622
)


(4,487
)


12
%Other income, net


164



1,125



(961
)


(85
)%Income tax expense


16,495



11,280



5,215



46
%Income (loss) on discontinued
    operations, net


28,410



(168
)


28,578



N/ANet income (loss)

$
28,018


$
(8,750
)


36,768



N/A   Net Revenue.
  Engineering and Programming Expenses.
  Stock-Based Programming Expenses. KXOL-FM
  Selling, General and Administrative
    Expenses.
  Corporate Expenses.
  Gain on sales of assets, net. WDEK-FM, WKIE-FM WKIF-FM
  Operating Income from Continuing
    Operations.
  Interest Expense, Net.
  Income Taxes. KXOL-FM
 41




---



##### Table of Contents



Discontinued Operations, Net of Taxes. KLEY-FM KSAH-AM KPTI-FM KLEY-FM KSAH-AM KPTI-FM
  Net Income (Loss).
  Liquidity
    and Capital Resources
      Fiscal Years Ended


Change2005


2004


$(In thousands)Capital expenditures

$
4,484


$
2,998



1,486Net cash flows provided by
    operating activities


11,733


$
12,839



(1,106
)Net cash flows provided by
    investing


48,798



75,458



(26,660
)Net cash flows used in financing
    activities


(67,407
)


(1,874
)


(65,533
)Net (decrease) increase in cash
    and cash equivalents

$
(6,876
)

$
86,423   Net Cash Flows Provided by Operating
    Activities.
  Net Cash Flows Provided by Investing
    Activities. KZAB-FM KZBA-FM, KLEY-FM KSAH-AM, KPTI-FM, WDEK-FM, WKIE-FM WKIF-FM,
  Net Cash Flows Used In Financing
    Activities. 5 8
 42




---



##### Table of Contents



Fiscal Years Ended


Change2004


2003


$(In thousands)Capital expenditures

$
2,998


$
3,365



(367
)Net cash flows provided by
    operating activities

$
12,839


$
13,226



(387
)Net cash flows provided by (used
    in) investing


75,458



(231,170
)


306,628Net cash flows (used in) provided
    by financing activities


(1,874
)


192,123



(193,997
)Net increase (decrease) in cash
    and cash equivalents

$
86,423


$
(25,821
)   Net Cash Flows Provided By Operating
    Activities.
  Net Cash Flows Provided by (Used In) Investing
    Activities. KLEY-FM KSAH-AM KPTI-FM WDEK-FM, WKIE-FM WKIF-FM
  Net Cash Flows (Used In) Provided By Financing
    Activities.
    
    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
    strategies; and
    we will not incur any material unforeseen liabilities, including
    environmental liabilities and legal judgements.       43




---



##### Table of Contents



5 8 5 8
  Accounting for Derivative
    Instruments and Hedging Activities Accounting for Certain
    Derivative Instruments and Certain Hedging Activities
  KZAB-FM KZBA-FM,
    WDLP-TV WDLP-TV),
     44




---



##### Table of Contents



Contractual
    Obligations
    Contractual
    Obligations

Total


2006


2007


2008


2009


2010


ThereafterRecorded Obligations:Senior secured credit facility
    term loan due 2012(a)

$
452,936


$
22,531


$
22,223


$
22,029


$
21,835


$
23,941


$
340,377Senior secured credit facility
    term loan due 2013(b)


101,992



101,992



















Other long-term debt(c)


956



149



149



149



149



149



211103/4%
    Series B cumulative exchangeable redeemable preferred
    stock(d)


165,663



9,668



9,668



9,668



9,668



9,668



117,323$
721,547


$
134,340


$
32,040


$
31,846


$
31,652


$
33,758


$
457,911Unrecorded
    obligations:Operating leases(e)


38,773



6,185



3,899



3,547



3,302



3,300



18,540Employment agreements(f)


39,286



16,517



12,387



8,493



1,441



448



Purchase obligations(g)


20,070



5,044



4,027



4,022



3,346



3,530



101$
98,129


$
27,746


$
20,313


$
16,062


$
8,089


$
7,278


$
18,641Total obligations

$
819,676


$
162,086


$
52,353


$
47,908


$
39,741


$
41,036


$
476,552     (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
    Note 2(u) and 8 to our consolidated financial statements
    for additional information. For the purpose of calculating our
    contractual obligations, we assumed an interest rate of
    approximately 7.48% after the interest rate swap terminates.(b)
    
    Our Second Lien Credit Facility is
    a variable-rate debt instrument. On February 17, 2006, a
    portion of the net cash proceeds received from the LA Asset Sale
    was used to repay our borrowings under this credit facility.(c)
    
    Other long-term debt relates to a
    capital lease.(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 non-assessable 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 credit facilities. 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, 2005.(e)
    
    Included in our non-cancelable
    operating lease obligations are minimum lease payments for
    office space and facilities and certain equipment.(f)
    
    We are committed to employment
    contracts for certain executives, on-air talent, managers and
    others expiring through 2010.(g)
    
    Included are contracts for rating
    services, programming contracts, software contracts and others.   45




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    Accounting
    for Intangible Assets
      EITF 02-07, (EITF 02-07), EITF 02-07 states
   46




---



##### Table of Contents



Accounting
    for Income Taxes
    Valuation
    of Accounts Receivable
    Revenue
    Recognition
    Contingencies
    and Litigations
   47




---



##### Table of Contents



New
    Accounting Pronouncements
  Share-Based Payment Accounting for
    Stock-Based Compensation
  Accounting for Stock Issued to Employees
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk       48




---



##### Table of Contents



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  Evaluation Of Disclosure Controls And
    Procedures. Rule 13a-14(c)
  Changes In Internal Control Over Financial
    Reporting.
  Managements
    Report On Internal Control Over Financial
    Reporting.
   49




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##### Table of Contents



Internal
    Control  Integrated Framework
  Form 10-K.
    /s/  Raúl
    Alarcón, Jr.

/s/  Joseph A.
    GarcíaRAÚL ALARCÓN, JR.

JOSEPH A. GARCíAName: Raúl
    Alarcón, Jr.

Name: Joseph A. GarcíaTitle: Chairman of the Board
    of Directors,
    Chief Executive Officer and President

Title: Chief Financial
    Officer,
    Executive Vice President and Secretary    Item 9B.
    Other
    Information       50




---



##### Table of Contents



PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    Name

Age


PositionRaúl
    Alarcón, Jr.


49


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


79


Chairman Emeritus and DirectorJoseph A. García


60


Chief Financial Officer, Executive
    Vice President and SecretaryMarko Radlovic


42


Chief Operating Officer and
    Executive Vice PresidentDan Mason


54


DirectorAntonio S. Fernandez


66


DirectorJose A. Villamil


59


DirectorJason L. Shrinsky


68


Director   Raúl Alarcón, Jr.
  Pablo Raúl Alarcón, Sr.
  Joseph A. García
  Marko Radlovic
  Dan Mason
 51




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##### Table of Contents



Antonio S. Fernandez
  Jose A. Villamil 1989-1993,
  Jason L. Shrinsky
    Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Ethics
  Regulation S-K. www.spanishbroadcasting.com Form 8-K
  Composition
    of the Audit Committee; Audit Committee Financial
    Expert
  Regulation S-K.
 52




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##### Table of Contents



Item 11.
    Executive
    Compensation    Summary
    Compensation Table
  Long TermCompensationAwardsAnnual Compensation


SecuritiesOther Annual


UnderlyingBonus


Compensation


Options/SARsName

Principal Position

Year


Salary($)


($)


($)


(#)Raúl
    Alarcón, Jr.

Chief Executive


2005


$
1,226,403


$
1,009,607



$142,399
(a)


100,000Officer, President


2004



1,226,888



985,245



160,862
(a)


100,000and Chairman of the


2003



1,226,888



710,183



162,800
(a)


100,000Board of DirectorsJoseph A. García

Executive Vice


2005


$
441,154


$
200,000



$
(b)


25,000President, Chief


2004



400,000



200,000




(b)


50,000Financial Officer


2003



400,000



160,000




(b)


and SecretaryMarko Radlovic(c)

Chief Operating


2005


$
500,000


$
140,000



$
(b)


87,500Officer and


2004



500,000



50,000




(b)


62,500Executive Vice


2003



416,538



97,199







90,000PresidentWilliam B. Tanner(e)

Executive Vice


2005


$
517,066
(f)

$
166,000



$
(b)


15,000President of


2004



658,972



391,500



64,300
(d)


15,000Programming


2003



617,540



446,500




(b)


15,000     (a)
    
    Mr. Alarcón, Jr.
    received personal benefits in addition to his salary and bonus,
    including payments for tax services and use of automobiles. For
    the fiscal year 2005, we paid $96,648 for automobiles used by
    Mr. Alarcón, Jr., $34,916 for tax services and
    $10,835 for his life insurance policy. For the fiscal year 2004,
    we paid  $90,929 for automobiles used by
    Mr. Alarcón, Jr., $13,203 for personal travel
    expenses, $46,960 for tax services and $9,770 for his life
    insurance policy. For the fiscal year 2003, we paid  $82,265 for
    automobiles used, including a drivers salary, for
    Mr. Alarcón, Jr., $40,534 for personal travel
    expenses, $31,266 for tax services and $8,735 for his life
    insurance policy.(b)
    
    Excludes perquisites and other
    personal benefits, securities or property which aggregate the
    lesser of $50,000 or 10% of the total of annual salary and bonus.(c)
    
    Mr. Radlovic became our Chief
    Operating Officer and Executive Vice President in July 2005. He
    was our Chief Revenue Officer from December 1, 2003 through
    July 20, 2005. For the preceding portion of fiscal year
    2003, he served as Vice President/General Manager for our Los
    Angeles radio cluster and was not an executive officer.(d)
    
    Mr. Tanner received $24,000
    for automobile allowances in addition to his salary and bonus.
    In addition, Mr. Tanner realized $40,300 upon exercise of
    10,000 shares of Class A common stock at an exercise
    price of $7.07 on November 30, 2004.(e)
    
    William B. Tanners employment
    with SBS terminated on August 31, 2005.(f)
    
    Includes $35,602 reimbursed to
    Mr. Tanner for unused vacation time. 53




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##### Table of Contents



Stock
    Options
    Option/SAR
    Grants in Last Fiscal Year
  Individual GrantsPercent ofTotal







Potential Realizable ValueNumber of

Options/SARs







at Assumed Annual RatesSecurities

Granted to







of Stock PriceUnderlying

Employees in


Exercise or




Appreciation for OptionOptions/SARs

Fiscal Year


Base Price


Expiration

TermName

Granted(#)(a)

2005


($/Sh)


Date

5%($)


10%($)Raúl
    Alarcón, Jr.

100,000(b)


26.4
%

$
6.27


10/25/15

$
394,317


$
999,277Joseph A. García

25,000(c)


6.6



10.79


03/07/15


169,644



429,912Marko Radlovic

25,000(d)


6.6



8.50


07/21/15


133,640



338,671Marko Radlovic

62,500(e)


16.5



5.08


11/23/15


199,675



506,013William B. Tanner

15,000(f)


4.0



7.65


10/31/05






     (a)
    
    These options were granted under
    our 1999 Stock Option Plan. The options that are not otherwise
    exercisable prior to a change in control of SBS will become
    exercisable on the date of a change in control of SBS and will
    remain exercisable for the remainder of the term of the option,
    as discussed in our 1999 Stock Option Plan.(b)
    
    Mr. Alarcón, Jr.s
    options vested and became exercisable immediately upon the
    granting of such options on October 25, 2005.(c)
    
    Fifty percent of
    Mr. Garcías options vested immediately on
    March 7, 2005, the date of grant, and the rest vested on
    March 7, 2006.(d)
    
    One hundred percent of
    Mr. Radlovics options vest on August 21, 2006,
    one year after the date of the grant.(e)
    
    Thirty-three percent of
    Mr. Radlovics options vest on November 23, 2006,
    one year after the date of the grant, and the rest vest ratably
    over a two-year period.(f)
    
    Mr. Tanner terminated his
    employment with SBS on August 31, 2005.
    Mr. Tanners option vested and became exercisable
    immediately upon the granting of such option on August 30,
    2005, but expired on October 31, 2005.    Aggregated
    Option/SAR Exercises in Last Fiscal
    Year and Fiscal Year End Options/SAR Values
  Number of Securities


Value of UnexercisedUnderlying Unexercised


In-the-Money
    OptionsShares


Value


Options/SARs at Fiscal


at FiscalAcquired on


Realized


Year End 2005 (#)


Year End 2005($)Name

Exercise (#)


($)


Exercisable


Unexercisable


Exercisable


UnexercisableRaúl
    Alarcón, Jr.










700,000






$



$
Joseph A. García










502,500



72,500



29,700



Marko Radlovic










145,834



129,166







1,875   Director
    Compensation
  out-of-pocket
 54




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##### Table of Contents



Employment
    Agreements and Arrangements
  Raúl
    Alarcón, Jr.
    Joseph A. García
   55




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##### Table of Contents



Marko Radlovic
    Stock
    Plans
  1999 Stock Option Plan
       56




---



##### Table of Contents



Non-Employee
    Director Stock Option Plan
      401(k)
    Plan
  his/her and/or
  Limitations
    on Directors and Officers Liability
     57




---



##### Table of Contents



and/or successors-in-interest
  Section 10b-5
       58




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##### Table of Contents



Compensation
    Committee Interlocks and Insider Participation
       Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters    
    each person known by us to beneficially own more than 5% of any
    class of common stock;
    each director and each executive officer of SBS; and
    all named executive officers and directors as a group.    Class A Shares


Class B Shares


Percent


PercentPercent





Percent


of


ofNumber


of





of


Total


Totalof


Class A


Number of


Class B


Economic


VotingName and Address(1)(2)

Shares


Shares


Shares


Shares


Interest


PowerRául Alarcón Jr.(3)


700,000



1.4
%


23,430,000



95.6
%


33.0
%


80
%Pablo Rául
    Alarcón, Sr.






*



1,070,000



4.4
%


1.5
%


3.7
%Joseph A. Garcia(4)


565,000



1.2
%










*



*Marko Radlovic(3)


145,834



*











*



*Dan Mason(3)


30,000



*











*



*Antonio S. Fernandez(5)


25,000



*











*



*Jose A. Villamil(3)


20,000



*











*



*Jason L. Shrinsky(6)


85,000



*











*



*All named executive officers and
    directors as a group(7)


1,570,834



3.0
%


24,500,000



100
%


33.5
%


82.7
%Infinity Media Corporation(8)


11,400,000



22.1
%










15.0
%


3.8
%Wells Capital Management Inc.(9)


5,129,350



10.7
%










7.1
%


10.7
%T. Rowe Price Associates(10)


4,460,890



9.3
%










6.2
%


1.5
%Artisan Partners Limited
    Partnership(11)


4,313,000



9.0
%










6.0
%


1.5
%Columbia Wanger Asset Management,
    L.P.(12)


4,189,500



8.8
%










5.8
%


8.8
%     *
    
    Indicates less than 1%. 59




---



##### Table of Contents



(1)
    
    The address of all directors and executive officers in this
    table, unless otherwise specified, is
    c/o Spanish
    Broadcasting System, Inc., 2601 South Bayshore Drive,
    PH II, Coconut Grove, Florida 33133.(2)
    
    As used in this table, beneficial ownership means
    the sole or shared power to vote or direct the voting of a
    security, or the sole or shared power to dispose, or direct the
    disposition, of a security. A person is deemed as of any date to
    have beneficial ownership of any security that the person has
    the right to acquire within 60 days after that date,
    regardless if the security is in-the-money or not. For purposes
    of computing the percentage of outstanding shares held by each
    person named above, any security that the person has the right
    to acquire within 60 days of the date of calculation is
    deemed to be outstanding, but is not deemed to be outstanding
    for purposes of computing the percentage ownership of any other
    person.(3)
    
    Shares of Class A Common Stock beneficially owned by
    Messrs. Alarcón, Radlovic, Mason and Villamil are
    issuable upon the exercise of options that the holders have the
    right to exercise within sixty days of the date of this table.(4)
    
    Includes 555,000 shares of Class A Common Stock
    issuable upon the exercise of options that the holder has the
    right to exercise within sixty days of the date of this table.(5)
    
    Includes 20,000 shares of Class A Common Stock
    issuable upon the exercise of options that the holder has the
    right to exercise within sixty days of the date of this table.(6)
    
    Includes 70,000 shares of Class A Common Stock
    issuable upon the exercise of options that the holder has the
    right to exercise within sixty days of the date of this table.
    Mr. Shrinsky holds these options for the benefit of the law
    firm, Kaye Scholer LLP. Mr. Shrinsky shares ownership of,
    and voting and investment power for, 15,000 shares of
    Class A Common Stock with his spouse.(7)
    
    Includes 1,540,834 shares of Class A Common Stock
    issuable upon the exercise of options that the holders have the
    right to exercise within sixty days of the date of this table.(8)
    
    Reflects ownership of Infinity Media Corporation
    (IMC), Infinity Broadcasting Corporation
    (IBC), Viacom Inc. (Viacom), NAIRI, Inc.
    (NAIRI) and National Amusements, Inc.
    (NAI and, together with IMC, IBC, Viacom and NAIRI,
    the Infinity Entities) of 380,000 shares of our
    Series C Preferred Stock and a warrant (the
    Warrant) to purchase 190,000 additional shares of
    Series C Preferred Stock. Upon conversion, each of the
    shares of Series C Preferred Stock will convert into twenty
    fully paid and non-assessable shares of Class A Common
    Stock. Accordingly, the Series C Preferred Stock
    beneficially owned by the Infinity Entities and the
    Series C Preferred Stock issuable upon exercise of the
    Warrant are convertible into 11,400,000 shares of
    Class A Common Stock. Mr. Sumner M. Redstone, by
    virtue of his stock ownership in NAI, may be deemed to be the
    beneficial owner, with shared dispositive and voting power, of
    the Series C Preferred Stock held or controlled by the
    Infinity Entities. The address of the Infinity Entities and
    Mr. Redstone is
    c/o Infinity
    Media Corporation, 1515 Broadway, New York, New York 10036. We
    obtained this information from a Schedule 13D filed by
    Viacom, Inc. on December 27, 2004.(9)
    
    The address of Wells Fargo & Company is
    420 Montgomery Street, San Francisco, California 94104.
    Wells Fargo & Company has sole voting power with
    respect to 3,919,400 shares, sole dispositive power with
    respect to 5,118,400 shares and shared dispositive power
    with respect to 10,950 shares. The shares are owned by
    Wells Fargo & Company on its own behalf and on behalf
    of its subsidiaries, Wells Capital Management Incorporated,
    Wells Fargo Funds Management, LLC and Wells Fargo Bank, National
    Association. We obtained this information from a
    Schedule 13G filed by Wells Fargo & Company on
    March 7, 2006.  (10)
    
    The address of T. Rowe Price Associates, Inc. is
    100 East Pratt Street, Baltimore, Maryland 21202.
    T. Rowe Price Associates, Inc. has sole voting power with
    respect to 670,400 shares and sole dispositive power with
    respect to all the shares. The shares are owned by various
    individual and institutional investors, including T. Rowe
    Price New Horizons Fund, Inc., for which T. Rowe Price
    Associates, Inc. serves as an investment advisor. T. Rowe
    Price Associates, Inc. disclaims beneficial ownerhsip of these
    shares. We obtained this information from a Schedule 13G
    filed by T. Rowe Associates, Inc. on February 14, 2006.  (11)
    
    Artisan Partners Limited Partnership (Artisan
    Partners) has shared investment discretion and voting
    power with respect to all the shares. The shares are owned by
    various investors for which Artisan Partners serves as 60




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##### Table of Contents



an investment advisor. The general partner of Artisan Partners
    is Artisan Investment Corporation (Artisan Corp.),
    the principal stockholders of which are Andrew A. Ziegler and
    Carlene Murphy Ziegler. The address of Artisan Partners, Artisan
    Corp., Mr. Ziegler and Ms. Ziegler is 875 East
    Wisconsin Avenue, Suite 800, Milwaukee, WI 53202. We
    obtained this information from a Schedule 13G filed by
    Artisan Partners, Artisan Corp., Mr. Ziegler and
    Ms. Ziegler on January 27, 2006.(12)
    
    The address of Columbia Wanger Asset Management, L.P. is 227
    West Monroe Street, Suite 3000, Chicago, Illinois 60606.
    Columbia Wanger Asset Management, L.P. has sole investment
    discretion and voting power with respect to all the shares. The
    shares are owned by various individual and institutional
    investors for which Columbia Wanger Asset Management, L.P.
    serves as an investment advisor. We obtained this information
    from a Schedule 13G filed by Columbia Wanger Asset
    Management, L.P. on February 15, 2006.  Equity
    Compensation Plan Information
    Equity
    Compensation Plan Information
    As of December 31, 2005
  (a)Number of Shares


(b)


(c)to be Issued


Weighted-Average


Number of SecuritiesUpon


Exercise


Remaining AvailableExercise of


Price of


for Future IssuanceOutstanding


Outstanding


Under EquityOptions,


Options,


Compensation PlansWarrants


Warrants


(excludingPlan Category

and Rights


and Rights


Column (a)Equity Compensation Plans
    Approved by Stockholders:1999 Stock Option Plan


2,438,700


$
10.66



468,200Non-Employee Director Stock Option
    Plan


250,000



11.61



20,000Equity Compensation Plans Not
    Approved by Stockholders:Options issued to a former
    director(1)


250,000



20.00



Warrants related to the
    acquisitions of:KXOL-FM(2)


700,000



7.69



KRZZ-FM(3)


3,800,000




(3)


Total


7,438,700







488,200     (1)
    
    We granted Arnold Sheiffer, who
    served as a director of SBS from 1996 until August 1999, stock
    options to purchase 250,000 shares of Class A common
    stock upon the closing of our initial public offering, for his
    past services as a director.(2)
    
    Pursuant to the amended asset
    purchase agreement and amended time brokerage agreements
    relating to the acquisition of
    KXOL-FM, we
    issued to ICFG seven additional warrants, each exercisable for
    100,000 shares (an aggregate of 700,000 shares) of our
    Class A common stock. These warrants are exercisable for a
    period of thirty-six months after the date of issuance after
    which they will expire if not exercised. To date, none of these
    warrants issued to ICFG have been exercised.(3)
    
    On December 23, 2004, in
    connection with the closing of the merger agreement, dated
    October 5, 2004, with Infinity, Infinity SF and SBS Bay
    Area, we issued to Infinity (i) an aggregate of
    380,000 shares of our Series C preferred stock, which
    are convertible at the option of the holder into twenty fully
    paid and non-assessable shares each of our Class A common stock;
    and (ii) a warrant to purchase an additional
    190,000 shares of our Series C preferred stock, at an
    exercise price of $300.00 per share (the Warrant).
    Upon conversion, each share of our Series C preferred stock
    held by a holder will convert into twenty fully paid and
    non-assessable shares of our Class A common stock. The
    shares of our Series C preferred stock issued at the
    closing of the merger are convertible into 7,600,000 shares
    of our Class A common stock, subject to adjustment, and the
    Series C preferred stock issuable upon exercise of the
    Warrant are convertible into an additional 3,800,000 shares
    of our Class A common stock, subject to adjustment. In
    connection with the closing of the merger transaction, we also
    entered into a registration rights agreement with Infinity,
    pursuant to which, following a period of one year (or earlier if
    we take certain actions), Infinity may instruct us to file up to
    three registration statements, on a best efforts basis, with the
    SEC providing for the registration for resale of the
    Class A common stock issuable upon conversion of the
    Series C preferred stock. 61




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions  20-year
        WLEY-FM
       62




---



##### Table of Contents



brother-in-law
      Item 14.
    Principal
    Accountant Fees and Services  Form 10-Q
  Fiscal Year Ended


Fiscal Year EndedDecember 31, 2005


December 31, 2004($ in thousands)Annual audit fees(1)

$
854


$
997Audit related fees(2)


19



15Tax fees(3)


298



278All other fees(4)






300Total fees for services

$
1,171


$
1,590     (1)
    
    Annual audit fees for the audit of the consolidated financial
    statements included in our annual report on
    Form 10-K
    and the review of the interim condensed consolidated financial
    statements included in our quarterly reports on
    Form 10-Q.
    This category also includes fees for statutory audits required
    by the Puerto Rico tax authorities, debt compliance letters,
    consents, review of registration statements and other documents
    filed with the SEC, and accounting consultations. Also included
    are their audits over managements assessment over the
    effectiveness of our internal control over financial reporting,
    as required by Section 404 of the Sarbanes-Oxley Act of
    2002.(2)
    
    Audit related fees are the fees for the financial statement
    audit of our employee benefit plan.(3)
    
    Tax fees are the fees for professional services rendered for tax
    compliance, tax advice, and tax planning for our U.S. and Puerto
    Rico entities.(4)
    
    All other fees are the fees for services other than those in the
    above three categories. This category includes fees for
    documentation assistance services related to internal controls
    over financial reporting.  Audit
    Committee Pre-Approval Policies and Procedures
   63




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##### Table of Contents



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  1.
    Financial
    Statements                2.
    Financial
    Statement Schedule     64




---



##### Table of Contents



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


F-2Consolidated
    Balance Sheets as of December 31, 2005 and 2004


F-4Consolidated
    Statements of Operations for the fiscal years ended
    December 31, 2005, 2004 and 2003


F-5Consolidated
    Statements of Changes in Stockholders Equity and
    Comprehensive Income (Loss) for the fiscal years ended
    December 31, 2005, 2004 and 2003


F-6Consolidated
    Statements of Cash Flows for the fiscal years ended
    December 31, 2005, 2004 and 2003


F-7Notes to
    Consolidated Financial Statements


F-8Financial Statement
    Schedule  Valuation and Qualifying Accounts


F-39  F-1




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##### Table of Contents



Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated Framework
        Internal
    Control  Integrated Framework Internal Control  Integrated
    Framework
          F-2




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
           Internal Control  Integrated Framework
       F-3




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  2005


2004AssetsCurrent assets:Cash and cash equivalents

$
125,156



132,032Receivables:Trade


37,866



35,649Barter


235



41338,101



36,062Less allowance for doubtful accounts


3,832



3,440Net receivables


34,269



32,622Prepaid expenses and other current
    assets


3,635



2,520Assets held for sale


65,109



65,004Total current assets


228,169



232,178Property and equipment, net


22,973



22,178FCC licenses


710,410



710,410Goodwill


32,806



32,806Other intangible assets, net of
    accumulated amortization of $70 in 2005 and $34 in 2004


2,580



1,400Deferred financing costs, net of
    accumulated amortization of $749 in 2005 and $6,754 in 2004


8,744



10,073Other assets


596



678Derivative instrument


6,939



Total assets

$
1,013,217



1,009,723Liabilities and
    Stockholders EquityCurrent liabilities:Accounts payable and accrued
    expenses

$
21,750



24,225Accrued interest


1,426



5,428Deposit on the sale of stations


55,000



Deferred commitment fee


450



525Current portion of the senior
    credit facilities term loan due 2009






123,750Current portion of the senior
    credit facilities term loan due 2012


3,250



Current portion of the senior
    credit facilities term loan due 2013


100,000



Current portion of other long-term
    debt


75



3,154Series B cumulative
    exchangeable redeemable preferred stock dividends payable


2,014



Total current liabilities


183,965



157,082Senior credit facilities term loan
    due 2012, less current portion


319,313



95/8% senior
    subordinated notes, due 2009, net of unamortized discount of
    $8,524 in 2004






326,476Other long-term debt, less current
    portion


492



567Deferred income taxes


144,163



127,055Other long-term liabilities


525



993Total liabilities


648,458



612,173Commitments and contingencies
    (notes 13, 15, and 17)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, issued and outstanding
    89,932 and 83,054 shares in 2005 and 2004, respectively


89,932



84,914Stockholders equity:Series C preferred stock,
    $0.002 par value and liquidation value. Authorized
    600,000 shares; issued and outstanding 380,000 shares
    in 2005 and 2004, respectively


1



1Class A common stock,
    0.0001 par value. Authorized 100,000,000 shares;
    issued and outstanding 40,277,805 and 40,197,805 shares in
    2005 and 2004, respectively


4



4Class B common stock,
    0.0001 par value. Authorized 50,000,000 shares; issued
    and outstanding 24,503,500 and 24,583,500 shares in 2005
    and 2004, respectively


2



2Additional paid-in capital


520,421



520,450Accumulated other comprehensive
    income


6,939



Accumulated deficit


(252,540
)


(207,821
)Total stockholders equity


274,827



312,636Total liabilities and
    stockholders equity

$
1,013,217



1,009,723    F-4




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
  2005


2004


2003(In thousands, except per share
    data)Net revenue

$
169,832



156,443



135,266Operating expenses:Engineering and programming


34,047



30,941



23,329Stock-based programming










2,943Selling, general and administrative


69,115



57,261



50,045Corporate expenses


14,359



13,346



17,853Depreciation and amortization


3,447



3,308



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


645



(5,461
)


Total operating expenses


121,613



99,395



97,071Operating income from continuing
    operations


48,219



57,048



38,195Other (expense) income:Interest expense


(38,235
)


(41,897
)


(37,123
)Interest income


2,616



788



501Loss on early extinguishment of
    debt


(32,597
)






Other, net


1,769



164



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


(18,228
)


16,103



2,698Income tax expense


17,034



16,495



11,280Loss from continuing operations
    before discontinued operations


(35,262
)


(392
)


(8,582
)(Loss) income on discontinued
    operations, net of tax


(8
)


28,410



(168
)Net (loss) income


(35,270
)


28,018



(8,750
)Dividends on Series B
    preferred stock


(9,449
)


(8,548
)


(1,366
)Preferred stock beneficial
    conversion, value treated as a dividend






(11,457
)


Net (loss) income applicable to
    common stockholders

$
(44,719
)


8,013



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

$
(0.62
)


(0.31
)


(0.16
)Net income per common share for
    discontinued operations






0.44



Net (loss) income per common share

$
(0.62
)


0.13



(0.16
)Weighted average common shares
    outstanding:Basic


72,381



64,900



64,684Diluted


72,381



65,288



64,684    F-5




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CHANGES IN
    STOCKHOLDERS EQUITY
     AND COMPREHENSIVE INCOME (LOSS)
  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 29, 2002





$




37,076,655


$
3



27,605,150


$
3



444,594







(217,175
)


227,425Issuance of warrants as a payment
    towards the rights to operate a radio station


























2,943











2,943Issuance of Class A common
    stock from options exercised










10,700















70











70Issuance cost of the Series B
    preferred stock


























(3,646
)










(3,646
)Series B preferred stock
    dividends


































(1,366
)


(1,366
)Net loss


































(8,750
)


(8,750
)Balance at December 31, 2003










37,087,355



3



27,605,150



3



443,961







(227,291
)


216,676Issuance cost of the Series B
    preferred stock


























(375
)










(375
)Issuance of Class A common
    stock from options exercised










88,800















580











580Conversion of Class B common
    stock to Class A common stock










3,021,650



1



(3,021,650
)


(1
)














Issuance of Series C preferred
    stock


380,000



1



















76,284











76,285Series B preferred stock
    dividends


































(8,548
)


(8,548
)Dividend for beneficial conversion
    feature of Series C preferred stock


























(11,457
)










(11,457
)Accretion of value of Series C
    preferred stock


























11,457











11,457Net income


































28,018



28,018Balance at December 31, 2004


380,000



1



40,197,805



4



24,583,500



2



520,450







(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 income (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


$
1



40,277,805


$
4



24,503,500


$
2



520,421



6,939



(252,540
)


274,827    F-6




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Consolidated Statements of Cash Flows
    Years ended December 31, 2005, 2004 and 2003
  2005


2004


2003(In thousands)Cash flows from operating
    activities:Net (loss) income

$
(35,270
)


28,018



(8,750
)Adjustments to reconcile net (loss)
    income to net cash provided by operating activities:(Income) loss from discontinued
    operations, net of tax


8



(28,410
)


165Loss (gain) on sale of station
    assets






(5,461
)


Loss on early extinguishment of debt


32,597







Stock-based programming expense










2,943Loss (gain) on disposal of fixed
    assets


173



163



(166
)Depreciation and amortization


3,447



3,308



2,901Net barter income


595



(753
)


(495
)(Reduction of) provision for trade
    doubtful accounts


1,048



1,562



345Amortization of debt discount


717



1,230



1,092Amortization of deferred financing
    costs


1,749



1,990



1,391Increase in deferred income taxes


17,108



15,791



10,820Amortization of deferred commitment
    fee


(75
)


(75
)


(581
)Changes in operating assets and
    liabilities:Increase in trade receivables


(2,877
)


(9,105
)


(237
)(Increase) decrease in other
    current assets


(1,144
)


799



(1,222
)Decrease (increase) in other assets


574



(248
)


(247
)Increase in accounts payable and
    accrued expenses


(1,854
)


3,885



3,533Increase in deferred commitment fee






600



(Decrease) increase in accrued
    interest


(4,002
)


(942
)


1,144Net cash provided by continuing
    operations


12,794



12,352



12,636Net cash (used in) provided by
    discontinued operations


(1,061
)


487



590Net cash provided by operating
    activities


11,733



12,839



13,226Cash flows from investing
    activities:Proceeds from sale of radio
    stations, net of disposal costs of $502 in 2005 and $1,166 in
    2004


(502
)


79,734



Deposits received on sale of radio
    stations


55,000







1,500Proceeds from sale of assets










655Purchases of property and equipment


(4,484
)


(2,998
)


(3,216
)Purchases of property and equipment
    for discontinued operations










(149
)Acquisition of radio stations










(229,960
)Acquisition costs of radio stations






(1,278
)


Advances on purchase price of
    television stations


(1,216
)






Net cash provided by (used in)
    investing activities


48,798



75,458



(231,170
)Cash flows from financing
    activities:Proceeds from Series B
    cumulative exchangeable redeemable preferred stock, net of
    issuance cost of $375 in 2004 and $3,646 in 2003






(375
)


71,354Proceeds from Class A stock
    options exercised






580



70Payment of the
    95/8% senior
    subordinated notes due 2009, and related premiums


(351,124
)






Proceeds from senior credit
    facility term loan due 2009










125,000Payment of senior credit facility
    term loan 2009


(123,750
)


(1,250
)


Proceeds from senior credit
    facility term loan due 2012


325,000







Payment of senior credit facility
    term loan 2012


(2,437
)






Proceeds from senior credit
    facility term loan due 2013


100,000







Payment of preferred stock dividend


(2,417
)






Payments of other long-term debt


(3,622
)


(227
)


(208
)Payments of financing costs


(9,057
)


(602
)


(4,093
)Net cash provided by (used in)
    financing activities


(67,407
)


(1,874
)


192,123Net (decrease) increase in cash and
    cash equivalents


(6,876
)


86,423



(25,821
)Cash and cash equivalents at
    beginning of year


132,032



45,609



71,430Cash and cash equivalents at end of
    year

$
125,156



132,032



45,609Supplemental cash flows information:Interest paid during the year

$
40,412



39,619



32,857Net income taxes paid during the
    year


1,189



337



191Noncash investing and financing
    activities:Issuance of Series C Preferred
    Stock for acquisition of radio station






64,923



Issuance of warrants towards the
    acquisition of a radio station






11,362



Issuance of preferred stock as
    payment of preferred stock dividend


5,018



1,860



1,366    F-7




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
  (1)
    Organization
    and Nature of Business  LaMusica.com
      (2)
    Summary
    of Significant Accounting Policies and Related Matters  (a)
    Basis
    of Presentation        (b)
    Revenue
    Recognition   F-8




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (c)
    Property
    and Equipment      (d)
    Impairment
    or Disposal of Long-Lived Assets  Accounting for the
    Impairment of Long-Lived Assets and for Long-Lived Assets to be
    Disposed of
  (e)
    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
 F-9




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (f)
    Other
    Intangible Assets, net    (g)
    Deferred
    Financing Costs    (h)
    Barter
    Transactions  and/or
    (i)
    Cash
    and Cash Equivalents   F-10




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (j)
    Income
    Taxes    (k)
    Advertising
    Costs    (l)
    Deferred
    Commitment Fee    (m)
    Use of
    Estimates    (n)
    Concentration
    of Business and Credit Risks      (o)
    Basic
    and Diluted Net (Loss) Income Per Common Share   F-11




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal year
    December 31,2005


2004


2003Loss from continuing operations
    before discontinued operations

$
(35,262
)


(392
)


(8,582
)Less dividends on preferred stock


(9,449
)


(8,548
)


(1,366
)Less preferred stock beneficial
    conversion, value treated as a dividend






(11,457
)


Loss applicable to common
    stockholders from continuing operations before discontinued
    operations


(44,711
)


(20,397
)


(9,948
)Discontinued operations, net of tax


(8
)


28,410



(168
)Net (loss) income applicable to
    common stockholders

$
(44,719
)


8,013



(10,116
)Weighted average common shares
    outstanding:Basic


72,381



64,900



64,684Diluted


72,381



65,288



64,684Basic and diluted loss (income)
    per common share:Net loss per common share before
    discontinued operations

$
(0.62
)


(0.31
)


(0.16
)Net income per common share for
    discontinued operations






0.44



Net (loss) income per common share

$
(0.62
)


0.13



(0.16
)   (p)
    Fair
    Value of Financial Instruments  Disclosures About Fair Value of
    Financial Instruments
   F-12




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,


December 31,2005


2004Gross





Grosscarrying


Fair


carrying


Fairamount


value


amount


value95/8% senior
    subordinated notes due 2009

$







$
335.0



351.8103/4%
    Series B cumulative exchangeable redeemable preferred stock

$
89.9



94.4


$
84.9



94.3     (q)
    Stock
    Option Plans  Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Accounting for Stock-Based
    Compensation   Transition and Disclosure
  (r)
    Leasing
    (operating leases)    (s)
    Segment
    Reporting  Disclosures about Segments of an
    Enterprise and Related Information
  (t)
    Other,
    net   F-13




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (u)
    Derivative
    Instrument  Accounting for Derivative Instruments and Hedging
    Activities Accounting for Certain Derivative Instruments and Certain
    Hedging Activities
    (v) Comprehensive
    Income (Loss)
     (3)
    Acquisitions  (a)
    Chicago,
    Illinois Radio Stations
    WDEK-FM,
    WKIE-FM and
    WKIF-FM
    Acquisition  WDEK-FM, WKIE-FM WKIF-FM, WDEK-FM, WKIE-FM WKIF-FM
  (b)
    Los
    Angeles, California Radio Station
    KXOL-FM
    Acquisition  KXOL-FM,
 F-14




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  KXOL-FM, 3 4
  KXOL-FM, KXOL-FM KXOL-FM KXOL-FM
  KXOL-FM KZAB-FM KZBA-FM KZAB-FM KZBA-FM
    (c)
    San Francisco,
    California Radio Station
    KRZZ-FM
    Acquisition  KRZZ-FM
   F-15




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Regulation S-X (Section 210.11-01(d)), Business Combinations No. 98-3, Determining Whether a Nonmonetary Transaction Involves
    Receipt of Productive Assets or of a Business KRZZ-FM KRZZ-FM, KRZZ-FM back-up KRZZ-FM
  (d)
    Miami,
    Florida Television Station
    WDLP-TV
    Acquisition  WSBS-TV WDLP-TV), WDLP-TV)
    WDEK-FM, WKIE-FM, WKIF-FM, KXOL-FM, KRZZ-FM, WSBS-TV
 F-16




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (4)
    Dispositions
    of Stations Classified as Discontinued Operations  (a)
    San Antonio,
    Texas Radio Stations
    KLEY-FM and
    KSAH-AM
    Dispositions  KLEY-FM KSAH-AM,
  (b)
    San Francisco,
    California Radio Station
    KPTI-FM
    Disposition  KPTI-FM,
    (5)
    Dispositions
    of Stations Not Classified as Discontinued Operations and Assets
    Held for Sale  (a)
    Chicago,
    Illinois Radio Stations
    WDEK-FM,
    WKIE-FM and
    WKIF-FM
    Disposition  WDEK-FM, WKIE-FM WKIF-FM, WDEK-FM, WKIE-FM WKIF-FM
  (b)
    Los
    Angeles, California Radio Stations
    KZAB-FM and
    KZBA-FM
    Disposition  KZAB-FM KZBA-FM,
 F-17




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     KZAB-FM KZBA-FM
    KZAB-FM
  KZAB-FM KZBA-FM
 F-18




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (6)
    Property
    and Equipment, net    Estimated2005


2004


useful livesLand

$
2,437



2,437


Building and building improvements


19,831



19,946


20 yearsTower and antenna systems


4,461



4,361


7-15 yearsStudio and technical equipment


8,813



7,227


10 yearsFurniture and fixtures


3,202



2,799


3-10 yearsTransmitter equipment


5,745



5,415


7-10 yearsLeasehold improvements


2,278



2,461


5-13 yearsComputer equipment and software


4,285



3,605


5 yearsOther


2,256



1,628


5 years53,308



49,879Less accumulated depreciation and
    amortization


(30,335
)


(27,701
)$
22,973



22,178   (7)
    Accounts
    Payable and Accrued Expenses    2005


2004Accounts
    payable  trade

$
6,553



2,442Unearned barter revenue


263



421Accrued compensation and
    commissions


7,991



7,941Accrued professional fees


1,164



2,983Accrued music license fees


207



303Accrued legal contingencies


681



3,082Accrued taxes


1,798



2,444Other accrued expenses


3,093



4,609$
21,750



24,225  F-19




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (8)
    Senior
    Secured Credit Facilities    2005


2004Revolving 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 200 basis points, with outstanding balance due in 2012


322,563



Term loan payable due in 2013,
    with variable interest based on LIBOR plus 375 basis points


100,000



Term loan payable due in quarterly
    principal repayments of 0.25% of the original outstanding amount
    of $125.0 million including variable interest based on
    LIBOR plus 325 basis points, with outstanding balance due in 2009






123,750422,563



123,750Less current portion


(103,250
)


(123,750
)$
319,313



     Fiscal year ending
    December 31:2006

$
103,2502007


3,2502008


3,2502009


3,2502010


3,250Thereafter


306,313$
422,563   (a)
    Senior
    Secured Credit Facilities due 2012 and 2013  Senior
    Secured Credit Facility due 2012 (First Lien Credit
    Facility)
   F-20




---



##### 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
  Interest
    and Fees
      Collateral
    and Guarantees
   F-21




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   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.    (b) Senior
    Secured Credit Facility due 2009
  KXOL-FM
  (9)
    95/8% Senior
    Subordinated Notes  5 8
  5 8
  5 8 5 8
 F-22




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5 8 5 8
  (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
 F-23




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (11)
    Other
    Long-Term Debt    2005


2004Obligation under capital lease
    with related party payable in monthly installments  of $9,000,
    including interest at 6.25%, commencing June 1992. See
    notes 13 and 16

$
567



637Note payable due in monthly
    installments of $39,196, including interest at 9.75%, commencing
    August 2000, with balance due on June 2005






3,084567



3,721Less current portion


(75
)


(3,154
)$
492



567     Fiscal year ending
    December 31:2006

$
752007


792008


842009


902010


96Thereafter


143$
567   (12)
    Stockholders
    Equity  (a)
    Series C
    Preferred Stock         F-24




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     (b)
    Class A
    and B Common Stock    (c)
    Warrants  KXOL-FM
  Number of Class Acommon shares


Per share

Warrant expirationWarrant date of
    issuance

underlying warrants


exercise price

dateMarch 31, 2003


100,000


$6.14

March 31, 2006April 30, 2003


100,000


$7.67

April 30, 2006May 31, 2003


100,000


$7.55

May 31, 2006June 30, 2003


100,000


$8.08

June 30, 2006July 31, 2003


100,000


$8.17

July 31, 2006August 31, 2003


100,000


$7.74

August 31, 2006September 30, 2003


100,000


$8.49

September 30, 2006December 23, 2004


3,800,000


(see note 12(a))

December 23, 20084,500,000   (d)
    Stock
    Option Plans     F-25




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     WeightedaverageexerciseShares


priceOutstanding at December 29,
    2002


2,165


$
13.69Granted


335



8.85Exercised


(11
)


6.55Forfeited


(138
)


13.49Outstanding at December 31,
    2003


2,351



13.05Granted


993



10.12Exercised


(89
)


6.53Forfeited


(242
)


12.99Outstanding at December 31,
    2004


3,013



12.28Granted


379



7.54Exercised






Forfeited


(453
)


13.14Outstanding at December 31,
    2005


2,939


$
11.54     Weightedaverage


Weighted





WeightedRange
    of




remaining


average





averageexercise

Number


contractual


exercise


Number


exerciseprices

outstanding


life (years)


price


exercisable


price$  0 - 4.99


100



4.9


$
4.81



100


$
4.815 - 9.99


1,845



7.7



8.70



1,116



8.5110 - 14.99


268



8.4



10.95



103



10.9615 - 19.99


16



6.3



15.48



16



15.4820 - 24.99


710



3.8



20.00



710



20.002,939



6.7


$
11.54



2,045


$
12.49  F-26




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Weightedaverage


Weighted





WeightedRange
    of




remaining


average





averageexercise

Number


contractual


exercise


Number


exerciseprices

outstanding


life (years)


price


exercisable


price$  0 - 4.99


100



5.9


$
4.81



100


$
4.815 - 9.99


1,624



8.0



9.05



949



8.6810 - 14.99


406



4.6



10.47



249



10.1615 - 19.99


18



6.4



15.48



18



15.4820 - 24.99


865



4.0



20.00



865



20.003,013



6.3


$
12.28



2,181


$
13.22     December 312005


2004


2003Expected life


5 years



7 years



7 yearsDividends


None



None



NoneRisk-free interest rate


4.25
%


3.56
%


3.63
%Expected volatility


69
%


77
%


81
%     Fiscal year ended
    December 312005


2004


2003Net (loss) income applicable to
    common stockholders:As reported

$
(44,719
)


8,013



(10,116
)Deduct total stock-based employee
    compensation expense determined under fair value based method
    for all awards,  net of tax


(2,940
)


(5,379
)


(5,069
)Pro forma net (loss) income
    applicable to common stockholders

$
(47,659
)


2,634



(15,185
)Basic and diluted net (loss)
    income per common share:As reported

$
(0.62
)


0.13



(0.16
)Pro forma

$
(0.66
)


0.04



(0.23
)  F-27




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (13)
    Commitments  (a)
    Leases    2005


2004Building under capital lease

$
1,230



1,230Less accumulated depreciation


(835
)


(774
)$
395



456       Capital


Operatinglease


leaseFiscal year ending
    December 31:2006

$
149



6,1852007


149



3,8992008


149



3,5472009


149



3,3022010


149



3,300Thereafter


211



18,540Total minimum lease payments


956


$
38,773Less executory costs


(263
)693Less interest at 6.25%


(126
)Present value of minimum lease
    payments

$
567    F-28




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Fiscal year ending
    December 31:2006

$
3872007


1502008


1542009


1562010


138Thereafter


27$
1,012   (b)
    Employment
    Agreements    Fiscal year ending
    December 31:2006

$
16,5172007


12,3872008


8,4932009


1,4412010


448$
39,286         (c)
    401(k)
    Profit-Sharing Plan  and/or
 F-29




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (d)
    Other
    Commitments    Fiscal year ending
    December 31:2006

$
4,2132007


4,0272008


4,0212009


3,3462010


3,530Thereafter


101$
19,238   (14)
    Income
    Taxes    Fiscal year
    December 31,2005


2004


2003Current:Federal

$
195



154



State


(444
)


375



287Foreign


175



175



173(74
)


704



460Deferred:Federal


13,343



13,817



9,499State


3,765



1,974



1,32117,108



15,791



10,820Total for continuing operations


17,034



16,495



11,280Discontinued operations






(14
)


769Total income tax expense

$
17,034



16,481



12,049    F-30




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,2005


2004Deferred tax assets:Net operating loss carryforwards

$
47,619



52,176Foreign net operating loss
    carryforwards


8,660



8,453Allowance for doubtful accounts


2,621



2,982Unearned revenue


107



168AMT credit


1,155



1,181Fixed assets


111



667Stock-based programming expense


1,199



1,177Deposit on sale of stations


22,404



Other


2,177



2,47886,053



69,282Less valuation allowance


(82,071
)


(69,282
)Deferred tax asset

$
3,982



Deferred tax liabilities:Other


3,518



3,518Amortization of FCC licenses


145,649



127,386Derivative instrument


2,827



Less deferred tax liability
    included in assets held for sale


(3,849
)


(3,849
)Deferred tax liability

$
148,145



127,055Net deferred tax liability

$
144,163



127,055   KRZZ-FM
 F-31




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Fiscal year ended
    December 31,2005


2004


2003Computed expected tax
    (benefit) expense


(35.0
)%


35.0
%


35.0
%State income taxes, net of federal
    income tax benefit


(1.6
)


7.5



10.6Foreign taxes


1.0



1.1



6.3Change in valuation allowance


115.3



52.6



339.4Nondeductible expenses


1.6



1.7



23.4Change in effective state tax rate


12.1







Other






4.5



3.393.4
%


102.4
%


418.0
%             (15)
    Contingencies   F-32




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        (16)
    Related-Party
    Transactions           F-33




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (17)
    Litigation        and/or successors-in-interest
  Section 10b-5
   F-34




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          (18)
    New
    Accounting Pronouncements  Share-Based Payment Accounting for
    Stock-Based Compensation
 F-35




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Exchanges of Nonmonetary Assets Accounting for Nonmonetary Transactions
  (19)
    Quarterly
    Results of Operations (Unaudited)    First


Second


Third


Fourthquarter


quarter


quarter


quarterNet revenue from continuing
    operations

$
35,339



44,575



43,047



46,871Income (loss) from continuing
    operations before discontinued operations

$
41



122



(33,039
)


(2,386
)Discontinued operations, net of tax


(2
)


(1
)


3



(8
)Net income (loss)


39



121



(33,036
)


(2,394
)Dividends on preferred stock


(2,282
)


(2,343
)


(2,406
)


(2,418
)Net loss applicable to common
    stockholders

$
(2,243
)


(2,222
)


(35,442
)


(4,812
)Basic and diluted loss per common
    share before discontinued operations

$
(0.03
)


(0.03
)


(0.49
)


(0.07
)Discontinued operations per share














Basic and diluted loss per common
    share

$
(0.03
)


(0.03
)


(0.49
)


(0.07
)  F-36




---



##### 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

$
29,232



40,292



41,127



45,792Income (loss) from continuing
    operations before discontinued operations

$
738



(1,335
)


(3,233
)


3,438Discontinued operations, net of tax


10,940



(51
)


17,638



(117
)Net income (loss)


11,678



(1,386
)


14,405



3,321Dividends on preferred stock


(2,054
)


(2,107
)


(2,164
)


(2,223
)Preferred stock beneficial
    conversion














(11,457
)Net income (loss) applicable to
    common stockholders

$
9,624



(3,493
)


12,241



(10,359
)Basic and diluted loss per common
    share before discontinued operations

$
(0.02
)


(0.05
)


(0.08
)


(0.16
)Discontinued operations per share


0.17







0.27



Basic and diluted income (loss)
    per common share

$
0.15



(0.05
)


0.19



(0.16
)  F-37




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (20)
    Segment
    Data    Fiscal Years Ended


Change2005


2004


$


%(In thousands)Net revenue:Radio

$
169,832



156,443



13,389



9
%Television














0
%Consolidated

$
169,832



156,443



13,389



9
%Engineering and programming
    expense:Radio

$
32,098



30,941



1,157



4
%Television


1,949







1,949



100
%Consolidated

$
34,047



30,941



3,106



10
%Selling, general and
    administrative:Radio

$
67,875



57,261



10,614



19
%Television


1,240







1,240



100
%Consolidated

$
69,115



57,261



11,854



21
%Operating income (loss) before
    corporate expenses, depreciation and amortization and gain on
    sale of assets, net:Radio

$
69,859



68,241



1,618



2
%Television


(3,189
)






(3,189
)


100
%Consolidated

$
66,670



68,241



(1,571
)


(2
)%Depreciation and
    amortization:Radio

$
3,366



3,308



58



2
%Television


81







81



100
%Consolidated

$
3,447



3,308



139



4
%Capital expenditures:Radio

$
2,563



2,677



(114
)


(4
)%Television


1,326







1,326



100
%Corporate


595



321



274



85
%Consolidated

$
4,484



2,998



1,486



50
%   As of
    December 31,Total Assets:

2005


2004Radio

$
1,010,020



1,009,723Television


3,197



Consolidated

$
1,013,217



1,009,723  F-38




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  FINANCIAL STATEMENT
    SCHEDULE  VALUATION AND QUALIFYING ACCOUNTS
    Years ended December 31, 2005, 2004 and 2003
    (In thousands)
  Balance


Charged


Charged tobeginning of


to cost


other





Balance atDescription

year


and expense


accounts(1)


Deductions(2)


end of yearFiscal 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
)






82,071Fiscal year ended
    December 31, 2004:Allowance for doubtful accounts


2,898



1,458







916



3,440Valuation allowance on deferred
    taxes


73,533



(4,251
)










69,282Fiscal year ended
    December 31, 2003:Allowance for doubtful accounts


4,042



335







1,479



2,898Valuation allowance on deferred
    taxes


63,608



9,925











73,533     (1)
    
    True-up to tax returns of deferred tax accounts.(2)
    
    Cash write-offs, net of recoveries.   F-39




---



##### Table of Contents



EXHIBIT INDEX
    3.1



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). 65




---



##### Table of Contents



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-K
    filed on December 27, 2004).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-K
    for the fiscal year 2004).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).10.12



Asset Purchase Agreement dated as
    of July 2, 1997, by and between Spanish Broadcasting
    System, Inc. (New Jersey), Spanish Broadcasting System of
    California, Inc., Spanish Broadcasting System of Florida, Inc.,
    Spanish Broadcasting System, Inc., and
    One-on-One
    Sports, Inc. (incorporated by reference to Exhibit 10.62 of
    the Companys Registration Statement on
    Form S-4
    (Commission File
    No. 333-26295)).10.13



Amendment No. 1 dated as of
    September 29, 1997 to the Asset Purchase Agreement dated as
    of July 2, 1997, by and between Spanish Broadcasting
    System, Inc. (New Jersey), Spanish Broadcasting System of
    California, Inc., Spanish Broadcasting System of Florida, Inc.,
    Spanish Broadcasting System, Inc., and
    One-on-One
    Sports, Inc. (incorporated by reference to the Companys
    Registration Statement on
    Form S-1,
    dated January 21, 1999 (Commission File
    No. 333-29449)).10.14



Extension of lease of a
    Condominium Unit (Metropolitan Tower Condominium) between
    Raúl Alarcón, Jr. (Landlord) and
    Spanish Broadcasting System, Inc. (Tenant)
    (incorporated by reference to the Companys 1998 Annual
    Report on
    Form 10-K).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). 66




---



##### Table of Contents



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).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).10.21



Credit Agreement, dated as of
    July 6, 2000, among Spanish Broadcasting System, Inc., a
    Delaware corporation, the several banks and other financial
    institutions or entities from time to time party to the Credit
    Agreement and Lehman Commercial Paper Inc., as administrative
    agent (incorporated by reference to Exhibit 10.44 of the
    Companys Annual Report on
    Form 10-K
    for fiscal year 2000 (the 2000
    Form 10-K)).10.22



Guarantee and Collateral Agreement
    made by Spanish Broadcasting System, Inc. and certain of its
    subsidiaries in favor of Lehman Commercial Paper, Inc. as
    Administrative Agent, dated as of July 6, 2000
    (incorporated by reference to Exhibit 10.45 of the
    Companys 2000
    Form 10-K).10.23*



Employment Agreement dated
    August 31, 2000, between William Tanner and the Company
    (incorporated by reference to Exhibit 10.47 of the
    Companys 2000
    Form 10-K).10.24



Deed of Constitution of Mortgage,
    Cadena Estereotempo, Inc., as Mortgagor, and Banco Bilbao
    Vizcaya Puerto Rico, as Mortgagee (incorporated by reference to
    Exhibit 10.49 of the Companys 2000
    Form 10-K).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).10.31



Radio Network Affiliation
    Agreement, dated April 5, 2001, between Clear Channel
    Broadcasting, Inc. and SBS of San Francisco, Inc.
    (incorporated by reference to Exhibit 10.5 of the
    Companys 5/9/01 Quarterly Report).10.32



First Amendment to Credit
    Agreement, dated as of March 5, 2001, by and among the
    Company, the lenders party to the Credit Agreement dated as of
    July 6, 2000 and Lehman Commercial Paper, Inc.
    (incorporated by reference to Exhibit 10.1 of the
    Companys 5/9/01 Quarterly Report).10.33



Purchase Agreement dated
    May 24, 2001 between the Company and Lehman Brothers Inc.
    with respect to
    95/8% Senior
    Subordinated Notes due 2009 (incorporated by reference to the
    Companys 2001
    Form S-3).10.34



Registration Rights Agreement
    dated June 8, 2001 between the Company and Lehman Brothers
    Inc. with respect to
    95/8% Senior
    Subordinated Notes due 2009 (incorporated be reference to the
    Companys 2001
    Form S-3).10.35



Form of Indemnification Agreement
    with Carl Parmer dated as of August 9, 2001 (incorporated
    by reference to Exhibit 10.48 to the Companys Annual
    Report on
    Form 10-K
    filed December 31, 2001). 67




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##### Table of Contents



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).10.37*



Form of Stock Option Agreement
    dated as of October 29, 2001 between Spanish Broadcasting
    System, Inc. and Carl Parmer (incorporated by reference to
    Exhibit 10.51 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).10.43



Asset Purchase Agreement dated
    June 4, 2002 by and among the Company, KTCY Licensing, Inc.
    and Entravision  Texas Limited Partnership
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    filed August 14, 2002).10.44



Time Brokerage Agreement dated as
    of June 4, 2002 between KTCY Licensing, Inc. as Licensee
    and Entravision Communications Corporation as Programmer
    (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    filed August 14, 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).10.47*



Stock Option Agreement dated as of
    August 30, 2002 between the Company and William B. Tanner
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    filed November 13, 2002).10.48*



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).10.49



Asset Purchase Agreement dated as
    of December 31, 2002 by and among Spanish Broadcasting
    System of Illinois, Inc., Big City Radio, Inc. and Big City
    Radio-CHI, L.L.C. (incorporated by reference to
    Exhibit 10.59 to the Companys Annual Report on
    Form 10-K
    filed March 31, 2003 (the 2003
    Form 10-K)).10.50



Time Brokerage Agreement dated as
    of December 31, 2002 between Big City Radio-CHI, L.L.C. as
    Licensee and Spanish Broadcasting System of Illinois, Inc. as
    Programmer (incorporated by reference to Exhibit 10.60 to
    the Companys 2003
    Form 10-K).10.51



Guaranty Agreement dated as of
    December 31, 2002 by the Company in favor of Big City
    Radio, Inc. and Big City Radio-CHI, L.L.C. (incorporated by
    reference to Exhibit 10.61 to the Companys 2003
    Form 10-K). 68




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##### Table of Contents



10.52



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)).10.53



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).10.54



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)).10.55



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).10.56



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).10.57



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



Asset Purchase Agreement dated as
    of October 2, 2003 between Spanish Broadcasting System,
    Inc., Spanish Broadcasting System-San Francisco, Inc., KPTI
    Licensing, Inc. and 3 Point Media-San Francisco, LLC
    (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on
    Form 8-K,
    dated October 9, 2003).10.59



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).10.60



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).10.61



Credit Agreement between the
    Company and Merrill Lynch, Pierce Fenner & Smith
    Incorporated, Deutsche Bank Securities Inc. and Lehman
    Commercial Paper Inc. dated October 30, 2003 (incorporated
    by reference to Exhibit 10.3 of the Companys 11/14/03
    Quarterly Report).10.62



Guarantee and Collateral Agreement
    between the Company and certain of its subsidiaries in favor of
    Lehman Commercial Paper Inc. dated October 30, 2003
    (incorporated by reference to Exhibit 10.4 of the
    Companys 11/14/03 Quarterly Report).10.63



Assignment of Leases and Rents by
    the Company in favor of Lehman Commercial Paper Inc. dated
    October 30, 2003 (incorporated by reference to
    Exhibit 10.5 of the Companys 11/14/03 Quarterly
    Report).10.64



Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing by the
    Company in favor of Lehman Commercial Paper Inc. dated
    October 30, 2003 (incorporated by reference to
    Exhibit 10.6 of the Companys 11/14/03 Quarterly
    Report).10.65



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).10.66



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).10.67*



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).10.68*



Nonqualified Stock Option
    Agreement dated as of July 11, 2003 between the Company and
    Jack Langer (incorporated by reference to Exhibit 10.74 of
    the Companys Annual Report on
    Form 10-K
    for fiscal year 2004 (the 2004
    Form 10-K)).10.69*



Nonqualified Stock Option
    Agreement dated as of July 11, 2003 between the Company and
    Dan Mason (incorporated by reference to Exhibit 10.75 of
    the Companys 2004
    Form 10-K). 69




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##### Table of Contents



10.70*



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).10.71*



Incentive Stock Option Agreement
    dated September 8, 2003 between the Company and William B.
    Tanner Jr. (incorporated by reference to Exhibit 10.76 of
    the Companys 2004
    Form 10-K).10.72*



Nonqualified Stock Option
    Agreement dated September 8, 2003 between the Company and
    William B. Tanner, Jr. (incorporated by reference to
    Exhibit 10.77 of the Companys 2004
    Form 10-K).10.73*



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).10.74*



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).10.75*



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).10.76*



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)).10.77*



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).10.78



Amendment dated as of
    April 15, 2004, to the Asset Purchase Agreement dated as of
    October 2, 2003 between Spanish Broadcasting System, Inc.,
    Spanish Broadcasting System-San Francisco, Inc., KPTI
    Licensing, Inc. and 3 Point Media-San Francisco, LLC
    (incorporated by reference to Exhibit 10.3 of the
    Companys 5/10/04 Quarterly Report).10.79



Time Brokerage Agreement dated as
    of April 15, 2004 between KPTI Licensing, Inc., and Spanish
    Broadcasting System-San Francisco, Inc. and 3 Point
    Media-San Francisco, LLC (incorporated by reference to
    Exhibit 10.4 of the Companys 5/10/04 Quarterly
    Report).10.80*



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)).10.81*



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).10.82



Asset Purchase Agreement dated as
    of July 26, 2004 between Newsweb Corporation and Spanish
    Broadcasting System of Illinois, Inc. (incorporated by reference
    to Exhibit 10.5 of the Companys 8/9/04 Quarterly
    Report).10.83



Asset Purchase Agreement dated as
    of August 17, 2004 between Styles Media Group, LLC and
    Spanish Broadcasting System Southwest, Inc. (incorporated by
    reference to Exhibit 10.1 of the Companys Quarterly
    Report on
    Form 8-K
    filed August 23, 2004).10.84



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).10.85



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).10.86



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).10.87



Time Brokerage Agreement dated as
    of August 17, 2004 between Spanish Broadcasting System
    Southwest, Inc. and Styles Media Group, LLC (incorporated by
    reference to Exhibit 10.3 of the Companys Quarterly
    Report on
    Form 8-K
    filed on November 9, 2004).10.88



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). 70




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##### Table of Contents



10.89



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).10.90*



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).10.91



Amendment to Asset Purchase
    Agreement, dated March 30, 2005, by and among Styles Media
    Group, LLC, Spanish Broadcasting Southwest, Inc. and Spanish
    Broadcasting System, Inc. (incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed April 5, 2005).10.92



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).10.93



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).10.94



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).10.95



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).10.96



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).10.97*



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).10.98



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).10.99



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).10.100*



Amendment to Amended and Restated
    Employment Agreement, dated as of July 21, 2005, between
    Spanish Broadcasting System, Inc. and Marko Radlovic.10.101



Second Amendment to Asset Purchase
    Agreement, dated as of July 29, 2005, by and among Styles
    Media Group, LLC, Spanish Broadcasting System Southwest, Inc.,
    and Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 10.1 of the Companys Current Report of
    Form 8-K
    filed August 2, 2005).10.102



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).10.103



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). 71




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##### Table of Contents



10.104



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).10.105



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).10.106



Third Amendment to Lease, dated as
    of March 7, 2006, between Irradio Holdings, Ltd. and
    Spanish 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 2002.99.1



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).99.2



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).     *
    Indicates a management contract or compensatory plan or
    arrangement, as required by Item 15(a)(3) of
    Form 10-K. 72




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##### Table of Contents



SIGNATURES
    Spanish Broadcasting System, Inc.
  By:
    /s/  Raúl
    Alarcón, Jr.    Title:
    Chairman of the Board of Directors,
    Chief Executive Officer and President  attorney-in-fact, attorney-in-fact attorneys-in-fact
    Signature/s/  Raúl
    Alarcón,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/  Dan
    MasonDan
    Mason

Director/s/  Antonio
    S. FernandezAntonio
    S. Fernandez

Director/s/  Jose
    A. VillamilJose
    A. Villamil

Director/s/  Jason
    L. ShrinskyJason
    L. Shrinsky

Director  73




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##### Table of Contents



EXHIBIT INDEX
  3.1



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). 74




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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-K
    filed on December 27, 2004).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-K
    for the fiscal year 2004).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).10.12



Asset Purchase Agreement dated as
    of July 2, 1997, by and between Spanish Broadcasting
    System, Inc. (New Jersey), Spanish Broadcasting System of
    California, Inc., Spanish Broadcasting System of Florida, Inc.,
    Spanish Broadcasting System, Inc., and
    One-on-One
    Sports, Inc. (incorporated by reference to Exhibit 10.62 of
    the Companys Registration Statement on
    Form S-4
    (Commission File
    No. 333-26295)).10.13



Amendment No. 1 dated as of
    September 29, 1997 to the Asset Purchase Agreement dated as
    of July 2, 1997, by and between Spanish Broadcasting
    System, Inc. (New Jersey), Spanish Broadcasting System of
    California, Inc., Spanish Broadcasting System of Florida, Inc.,
    Spanish Broadcasting System, Inc., and
    One-on-One
    Sports, Inc. (incorporated by reference to the Companys
    Registration Statement on
    Form S-1,
    dated January 21, 1999 (Commission File
    No. 333-29449)).10.14



Extension of lease of a
    Condominium Unit (Metropolitan Tower Condominium) between
    Raúl Alarcón, Jr. (Landlord) and
    Spanish Broadcasting System, Inc. (Tenant)
    (incorporated by reference to the Companys 1998 Annual
    Report on
    Form 10-K).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). 75




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##### Table of Contents



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).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).10.21



Credit Agreement, dated as of
    July 6, 2000, among Spanish Broadcasting System, Inc., a
    Delaware corporation, the several banks and other financial
    institutions or entities from time to time party to the Credit
    Agreement and Lehman Commercial Paper Inc., as administrative
    agent (incorporated by reference to Exhibit 10.44 of the
    Companys Annual Report on
    Form 10-K
    for fiscal year 2000 (the 2000
    Form 10-K)).10.22



Guarantee and Collateral Agreement
    made by Spanish Broadcasting System, Inc. and certain of its
    subsidiaries in favor of Lehman Commercial Paper, Inc. as
    Administrative Agent, dated as of July 6, 2000
    (incorporated by reference to Exhibit 10.45 of the
    Companys 2000
    Form 10-K).10.23*



Employment Agreement dated
    August 31, 2000, between William Tanner and the Company
    (incorporated by reference to Exhibit 10.47 of the
    Companys 2000
    Form 10-K).10.24



Deed of Constitution of Mortgage,
    Cadena Estereotempo, Inc., as Mortgagor, and Banco Bilbao
    Vizcaya Puerto Rico, as Mortgagee (incorporated by reference to
    Exhibit 10.49 of the Companys 2000
    Form 10-K).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).10.31



Radio Network Affiliation
    Agreement, dated April 5, 2001, between Clear Channel
    Broadcasting, Inc. and SBS of San Francisco, Inc.
    (incorporated by reference to Exhibit 10.5 of the
    Companys 5/9/01 Quarterly Report).10.32



First Amendment to Credit
    Agreement, dated as of March 5, 2001, by and among the
    Company, the lenders party to the Credit Agreement dated as of
    July 6, 2000 and Lehman Commercial Paper, Inc.
    (incorporated by reference to Exhibit 10.1 of the
    Companys 5/9/01 Quarterly Report).10.33



Purchase Agreement dated
    May 24, 2001 between the Company and Lehman Brothers Inc.
    with respect to
    95/8% Senior
    Subordinated Notes due 2009 (incorporated by reference to the
    Companys 2001
    Form S-3).10.34



Registration Rights Agreement
    dated June 8, 2001 between the Company and Lehman Brothers
    Inc. with respect to
    95/8% Senior
    Subordinated Notes due 2009 (incorporated be reference to the
    Companys 2001
    Form S-3).10.35



Form of Indemnification Agreement
    with Carl Parmer dated as of August 9, 2001 (incorporated
    by reference to Exhibit 10.48 to the Companys Annual
    Report on
    Form 10-K
    filed December 31, 2001). 76




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##### Table of Contents



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).10.37*



Form of Stock Option Agreement
    dated as of October 29, 2001 between Spanish Broadcasting
    System, Inc. and Carl Parmer (incorporated by reference to
    Exhibit 10.51 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).10.43



Asset Purchase Agreement dated
    June 4, 2002 by and among the Company, KTCY Licensing, Inc.
    and Entravision  Texas Limited Partnership
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    filed August 14, 2002).10.44



Time Brokerage Agreement dated as
    of June 4, 2002 between KTCY Licensing, Inc. as Licensee
    and Entravision Communications Corporation as Programmer
    (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    filed August 14, 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).10.47*



Stock Option Agreement dated as of
    August 30, 2002 between the Company and William B. Tanner
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    filed November 13, 2002).10.48*



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).10.49



Asset Purchase Agreement dated as
    of December 31, 2002 by and among Spanish Broadcasting
    System of Illinois, Inc., Big City Radio, Inc. and Big City
    Radio-CHI, L.L.C. (incorporated by reference to
    Exhibit 10.59 to the Companys Annual Report on
    Form 10-K
    filed March 31, 2003 (the 2003
    Form 10-K)).10.50



Time Brokerage Agreement dated as
    of December 31, 2002 between Big City Radio-CHI, L.L.C. as
    Licensee and Spanish Broadcasting System of Illinois, Inc. as
    Programmer (incorporated by reference to Exhibit 10.60 to
    the Companys 2003
    Form 10-K).10.51



Guaranty Agreement dated as of
    December 31, 2002 by the Company in favor of Big City
    Radio, Inc. and Big City Radio-CHI, L.L.C. (incorporated by
    reference to Exhibit 10.61 to the Companys 2003
    Form 10-K). 77




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##### Table of Contents



10.52



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)).10.53



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).10.54



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)).10.55



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).10.56



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).10.57



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



Asset Purchase Agreement dated as
    of October 2, 2003 between Spanish Broadcasting System,
    Inc., Spanish Broadcasting System-San Francisco, Inc., KPTI
    Licensing, Inc. and 3 Point Media-San Francisco, LLC
    (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on
    Form 8-K,
    dated October 9, 2003).10.59



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).10.60



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).10.61



Credit Agreement between the
    Company and Merrill Lynch, Pierce Fenner & Smith
    Incorporated, Deutsche Bank Securities Inc. and Lehman
    Commercial Paper Inc. dated October 30, 2003 (incorporated
    by reference to Exhibit 10.3 of the Companys 11/14/03
    Quarterly Report).10.62



Guarantee and Collateral Agreement
    between the Company and certain of its subsidiaries in favor of
    Lehman Commercial Paper Inc. dated October 30, 2003
    (incorporated by reference to Exhibit 10.4 of the
    Companys 11/14/03 Quarterly Report).10.63



Assignment of Leases and Rents by
    the Company in favor of Lehman Commercial Paper Inc. dated
    October 30, 2003 (incorporated by reference to
    Exhibit 10.5 of the Companys 11/14/03 Quarterly
    Report).10.64



Deed of Trust, Assignment of
    Leases and Rents, Security Agreement and Fixture Filing by the
    Company in favor of Lehman Commercial Paper Inc. dated
    October 30, 2003 (incorporated by reference to
    Exhibit 10.6 of the Companys 11/14/03 Quarterly
    Report).10.65



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).10.66



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).10.67*



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).10.68*



Nonqualified Stock Option
    Agreement dated as of July 11, 2003 between the Company and
    Jack Langer (incorporated by reference to Exhibit 10.74 of
    the Companys Annual Report on
    Form 10-K
    for fiscal year 2004 (the 2004
    Form 10-K)).10.69*



Nonqualified Stock Option
    Agreement dated as of July 11, 2003 between the Company and
    Dan Mason (incorporated by reference to Exhibit 10.75 of
    the Companys 2004
    Form 10-K). 78




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##### Table of Contents



10.70*



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).10.71*



Incentive Stock Option Agreement
    dated September 8, 2003 between the Company and William B.
    Tanner Jr. (incorporated by reference to Exhibit 10.76 of
    the Companys 2004
    Form 10-K).10.72*



Nonqualified Stock Option
    Agreement dated September 8, 2003 between the Company and
    William B. Tanner, Jr. (incorporated by reference to
    Exhibit 10.77 of the Companys 2004
    Form 10-K).10.73*



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).10.74*



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).10.75*



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).10.76*



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)).10.77*



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).10.78



Amendment dated as of
    April 15, 2004, to the Asset Purchase Agreement dated as of
    October 2, 2003 between Spanish Broadcasting System, Inc.,
    Spanish Broadcasting System-San Francisco, Inc., KPTI
    Licensing, Inc. and 3 Point Media-San Francisco, LLC
    (incorporated by reference to Exhibit 10.3 of the
    Companys 5/10/04 Quarterly Report).10.79



Time Brokerage Agreement dated as
    of April 15, 2004 between KPTI Licensing, Inc., and Spanish
    Broadcasting System-San Francisco, Inc. and 3 Point
    Media-San Francisco, LLC (incorporated by reference to
    Exhibit 10.4 of the Companys 5/10/04 Quarterly
    Report).10.80*



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)).10.81*



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).10.82



Asset Purchase Agreement dated as
    of July 26, 2004 between Newsweb Corporation and Spanish
    Broadcasting System of Illinois, Inc. (incorporated by reference
    to Exhibit 10.5 of the Companys 8/9/04 Quarterly
    Report).10.83



Asset Purchase Agreement dated as
    of August 17, 2004 between Styles Media Group, LLC and
    Spanish Broadcasting System Southwest, Inc. (incorporated by
    reference to Exhibit 10.1 of the Companys Quarterly
    Report on
    Form 8-K
    filed August 23, 2004).10.84



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).10.85



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).10.86



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).10.87



Time Brokerage Agreement dated as
    of August 17, 2004 between Spanish Broadcasting System
    Southwest, Inc. and Styles Media Group, LLC (incorporated by
    reference to Exhibit 10.3 of the Companys Quarterly
    Report on
    Form 8-K
    filed on November 9, 2004).10.88



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). 79




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##### Table of Contents



10.89



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).10.90*



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).10.91



Amendment to Asset Purchase
    Agreement, dated March 30, 2005, by and among Styles Media
    Group, LLC, Spanish Broadcasting Southwest, Inc. and Spanish
    Broadcasting System, Inc. (incorporated by reference to
    Exhibit 10.1 of the Companys Current Report on
    Form 8-K
    filed April 5, 2005).10.92



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).10.93



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).10.94



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).10.95



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).10.96



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).10.97*



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).10.98



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).10.99



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).10.100*



Amendment to Amended and Restated
    Employment Agreement, dated as of July 21, 2005, between
    Spanish Broadcasting System, Inc. and Marko Radlovic.10.101



Second Amendment to Asset Purchase
    Agreement, dated as of July 29, 2005, by and among Styles
    Media Group, LLC, Spanish Broadcasting System Southwest, Inc.,
    and Spanish Broadcasting System, Inc. (incorporated by reference
    to Exhibit 10.1 of the Companys Current Report of
    Form 8-K
    filed August 2, 2005).10.102



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).10.103



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). 80




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##### Table of Contents



10.104



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).10.105



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).10.106



Third Amendment to Lease, dated as
    of March 7, 2006, between Irradio Holdings, Ltd. and
    Spanish 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 2002.99.1



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).99.2



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).     *
    Indicates a management contract or compensatory plan or
    arrangement, as required by Item 15(a)(3) of
    Form 10-K. 81