##### Table of Contents



UNITED STATES SECURITIES 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 1934
 For the fiscal year ended December 31, 2009
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 000-27823
 (SBS LOGO)
 Spanish Broadcasting System, Inc.
 (Exact name of registrant as specified in its charter)
 Delaware
    
    13-3827791(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 2601 South Bayshore Drive, PH II
Coconut Grove, Florida 33133  (Address of principal executive offices and zip code)
 (305) 441-6901
 None
 None
  Title of Each Class
    
    Name of Each Exchange on Which RegisteredClass A common stock, par value $0.0001 per share
    
    The NASDAQ Global Market
 Yes o No þ
 o þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ
 Yes o No þ
   Documents Incorporated by Reference:




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##### 



Table of Contents
 PagePART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    24Item 1B. Unresolved Staff Comments
    
    
    37Item 2. Properties
    
    
    37Item 3. Legal Proceedings
    
    
    38Item 4. Submission of Matters to a Vote of Security Holders
    
    
    40PART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities
    
    
    41Item 6. Selected Financial Data
    
    
    42Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    42Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    54Item 8. Financial Statements and Supplementary Data
    
    
    54Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
    
    
    55Item 9A(T). Controls and Procedures
    
    
    55Item 9B. Other Information
    
    
    56PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    57Item 11. Executive Compensation
    
    
    57Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
    
    
    57Item 13. Certain Relationships and Related Transactions, and Director
Independence
    
    
    57Item 14. Principal Accountant Fees and Services
    
    
    57PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    58Exhibit 21.1Exhibit 23.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   2




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Special Note Regarding Forward-Looking Statements
 See Item 1A. Risk
Factors
 
 PART I
 
 Item 1.
    
    Business
     3




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Business Strategy
  Hispanic Market Opportunity
  
    
    Hispanic Population Growth.The U.S. Hispanic population is the largest ethnic
minority group and the fastest growing consumer market and demographic group of the U.S.
population. Between 2000 and 2009, the Hispanic population increased by 35.3%,
compared to 4.9% for the non-Hispanic population. By 2014, it is estimated that nearly
one out of every six individuals living in the U.S. will be of Hispanic origin.
 
    
    Hispanic Buying Power.The U.S. Hispanic population accounted for an estimated buying
power of $978 billion in 2009. Hispanic buying power is expected to increase by 36%
between 2009 and 2014 to $1,330 billion, positioning the Hispanic demographic as an
extremely attractive group for advertisers.
 
    
    Growth in Spanish Language Advertising Spending.In 2008, advertisers spent an
estimated $4.0 billion on Spanish-language media advertising, compared to $3.9 billion in
2007, representing a 1.9% increase from the previous year.
 Selig Center for
Economic Growth, Terry College of Business, The University of Georgia, July 2009 Advertising
Age, Hispanic Fact Pack, Annual Guide to Hispanic Marketing and Media, 2009 Edition
  4




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Operating Strategy
  Format high-quality programming.
 Attract and retain strong local management teams.
 Utilize focused sales efforts and sales bundling.
  Control broadcast station operating costs.
 Effective use of promotions and special events.
  5




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Maintain strong community involvement.
 Expand branded content across multiple media platforms.
 Recent Developments
 Lehman Interest Rate Swap
  Dividend Payment on the Series B Preferred Stock
     6




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NASDAQ Notification Letters
 NASDAQ Delisting Letters and Temporary Extension
     NASDAQ Audit Committee Compliance Letter
   
    
    until the earlier of our next annual shareholders meeting or August 11, 2010; or
 
    
    if the next annual shareholders meeting is held before February 8, 2010, no later than
February 8, 2010.
  7




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Operating Segments
  See Item 8. Financial Statements and Supplementary Data below.
 Radio Overview
   OUR RADIO MARKETS
 2008 Estimated
    
    
    
    
    
    
    2009 Total2008 Estimated
    
    
    % of Total
    
    
    2008 Estimated
    
    
    EstimatedHispanic
    
    
    
    
    Hispanic
    
    
    Hispanic
    
    
    % of Total
    
    
    Market Radio
    
    
    Number ofMarket
    
    
    
    
    Population
    
    
    Population in
    
    
    U.S. Hispanic
    
    
    Revenue
    
    
    StationsRank(a)
    
    
    Hispanic Market
    
    (000)(a)
    
    
    Market(a)
    
    
    Population(a)
    
    
    ($mm)(b)
    
    
    We Operate1
    
    
    Los Angeles
    
    
    8,507
    
    
    
    48
    %
    
    
    18
    %
    
    $
    698
    
    
    
    22
    
    
    New York
    
    
    4,435
    
    
    
    21
    %
    
    
    9
    %
    
    
    560
    
    
    
    2*
    
    
    Puerto Rico
    
    
    3,912
    
    
    
    99
    %
    
    
    9
    %
    
    
    81
    
    
    
    113
    
    
    Miami
    
    
    2,152
    
    
    
    49
    %
    
    
    5
    %
    
    
    223
    
    
    
    44
    
    
    Chicago
    
    
    1,972
    
    
    
    20
    %
    
    
    4
    %
    
    
    441
    
    
    
    16
    
    
    San Francisco
    
    
    1,712
    
    
    
    24
    %
    
    
    4
    %
    
    
    274
    
    
    
    1Total for our markets
    
    
    22,690
    
    
    
    35
    %
    
    
    48
    %
    
    $
    2,277
    
    
    
    21
 
 (a)
    
    Sources: Synovate 2008 Diversity Markets Report; U.S. Census Bureau Population
Estimates for Puerto Rico, July 2007.(b)
    
    Source: BIA Financial Network Inc.s Investing in Radio, 2009 Market Report.*
    
    Puerto Rico is not ranked by the Synovate 2008 Diversity Markets Report. Radio Station Portfolio
 BIA Financial Network, Inc.s 2009 Investing in Radio Market Report
4 th Edition, Synovate 2008 Diversity Markets Report U.S. Census Bureau
Population Estimates for Puerto Rico  2007.
 Los Angeles.
  8




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New York.
 Puerto Rico.
 Miami.
 Chicago.
 San Francisco.
 Radio Station Programming
  
    
    Spanish Tropical.The Spanish Tropical format primarily consists of salsa, merengue,
bachata, and reggaeton music. Salsa is dance music combining Latin Caribbean rhythms with
jazz originating from Puerto Rico, Cuba and the Dominican Republic, which is popular with
the Hispanics whom we target in New York, Miami and Puerto Rico. Merengue music is
up-tempo dance music originating in the Dominican Republic. Bachata is a softer tempo
dance music also originating in the Dominican Republic. Reggaeton is a modern rhythmic
dance genre that incorporates certain elements of hip-hop music.
 
    
    Regional Mexican.The Regional Mexican format consists of various types of music
played in different regions of Mexico such as ranchera, 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.
  9




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
    
    Spanish Adult Contemporary.The Spanish Adult Contemporary format includes soft
romantic ballads and Spanish pop music as well as, international hits from Puerto Rico,
Mexico, Latin America and Spain.
 
    
    Spanish Oldies.The Spanish Oldies format includes a variety of Latin and English
classics, mainly from the 1960s, 1970s, and 1980s.
 
    
    Top 40.The Top 40 format consists of the most popular current Latin and English chart
hits.
 
    
    Latin Rhythmic.The Hispanic Urban (Hurban) format consists of reggaeton with a mix
of pop and tropical mixes. Reggaeton is dance music that originated in Panama and
Puerto Rico more than a
decade ago and has evolved into a mix of Spanish- and English-language dance hall,
traditional reggae, Latin pop and Spanish hip-hop.
  Target buyingFM
    
    
    
    demographicMarket
    
    Station
    
    Format
    
    group by ageLos Angeles
    
    KLAX
    
    Regional Mexican
    
    18-49KXOL
    
    Latin Rhythmic
    
    18-34New York
    
    WSKQ
    
    Spanish Tropical
    
    18-49WPAT
    
    Spanish Adult Contemporary
    
    18-49Puerto Rico
    
    WMEG
    
    Top 40
    
    18-34WEGM
    
    Top 40
    
    18-34WRXD
    
    Spanish Tropical
    
    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
    
    Latin Rhythmic
    
    18-34WNOD
    
    Latin Rhythmic
    
    18-34Chicago
    
    WLEY
    
    Regional Mexican
    
    18-49Miami
    
    WXDJ
    
    Spanish Tropical
    
    18-49WCMQ
    
    Spanish Oldies
    
    25-54WRMA
    
    Spanish Adult Contemporary
    
    18-49WRZA
    
    Regional Mexican
    
    18-49San Francisco
    
    KRZZ
    
    Regional Mexican
    
    18-49
  10




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On-Line Properties
   Television Overview and Programming
   Market
    
    Station ID
    
    Channel
    
    
    Programming TypeCharleston, South Carolina
    
    WHDC
    
    
    40.2
    
    
    Affiliation AgreementChicago, Illinois
    
    WOCK
    
    
    13
    
    
    Local Marketing AgreementDallas, Texas
    
    KODF
    
    
    26
    
    
    Affiliation AgreementFresno, California
    
    KSDI
    
    
    33.2
    
    
    Affiliation AgreementMiami, Florida
    
    WSBS
    
    
    22
    
    
    Owned & OperatedNew York, New York
    
    WRNN
    
    
    48.2
    
    
    Local Marketing AgreementOrlando, Florida
    
    WHDO
    
    
    38.2
    
    
    Affiliation AgreementPalm Springs, California
    
    KPLS
    
    
    19.2
    
    
    Affiliation AgreementPuerto Rico
    
    WMEI
    
    
    14.1
    
    
    Programming AgreementTampa, Florida
    
    WFHD
    
    
    63.2
    
    
    Affiliation AgreementWest Palm Beach, Florida
    
    WBWP
    
    
    57
    
    
    Affiliation AgreementDirecTV Más  Nation Wide
    
    Satellite
    
    
    405
    
    
    Affiliation AgreementDirecTV  Puerto Rico
    
    Satellite
    
    
    169
    
    
    Affiliation Agreement
   11




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Advertising Revenue
       12




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Seasonality
  Competition
   
    
    management experience;
 
    
    talent and popularity of on-air personalities and television show hosts and actors;
 
    
    audience ratings and our broadcast stations rank in their markets;
 
    
    signal strength and frequency; and
 
    
    audience demographics, including the nature of the Spanish-language market targeted by
a particular station.
 Federal Regulation of Radio and Television Broadcasting
   13




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®
 ®
  Federal Regulation of Radio and Television Broadcasting
 Trademarks, Copyrights, and Licenses
   14




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Antitrust
  Federal Regulation of Radio and Television Broadcasting
 General.
 
    
    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;
    
    has the power to impose penalties, including monetary forfeitures and license
revocations, for violations of its rules and the Communications Act; and
 
    
    regulates certain aspects of the operation of cable and Direct to Home (DTH) satellite
systems and certain other electronic media that compete with broadcast stations.
  15




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FCC Licenses.
  Date ofBroadcast
    
    
    
    Date of
    
    
    license
    
    
    Operationstation
    
    Market
    
    acquisition
    
    
    expiration
    
    
    frequency
    
    
    FCC class
    
    
    HAAT
    
    
    Power(In meters)
    
    
    (In kilowatts)KLAX-FM
    
    Los Angeles, CA
    
    
    2/24/1988
    
    
    
    12/1/2013
    
    
    97.9 MHz
    
    
    B
    
    
    
    184
    
    
    
    33.00KXOL-FM
    
    Los Angeles, CA
    
    
    10/30/2003
    
    
    
    12/1/2013
    
    
    96.3 MHz
    
    
    B
    
    
    
    398
    
    
    
    6.60WSKQ-FM
    
    New York, NY
    
    
    1/26/1989
    
    
    
    6/1/2006
    (a)
    
    97.9 MHz
    
    
    B
    
    
    
    415
    
    
    
    6.00WPAT-FM
    
    New York, NY
    
    
    3/25/1996
    
    
    
    6/1/2014
    
    
    93.1 MHz
    
    
    B
    
    
    
    433
    
    
    
    5.40WMEG-FM
    
    Puerto Rico
    
    
    5/13/1999
    
    
    
    2/1/2012
    
    
    106.9 MHz
    
    
    B
    
    
    
    594
    
    
    
    25.00WEGM-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    95.1 MHz
    
    
    B
    
    
    
    600
    
    
    
    25.00WRXD-FM
    
    Puerto Rico
    
    
    12/1/1998
    
    
    
    2/1/2012
    
    
    96.5 MHz
    
    
    B
    
    
    
    852
    
    
    
    11.50WZET-FM
    
    Puerto Rico
    
    
    5/13/1999
    
    
    
    2/1/2012
    
    
    92.1 MHz
    
    
    A
    
    
    
    337
    
    
    
    3.00WIOA-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    99.9 MHz
    
    
    B
    
    
    
    560
    
    
    
    31.00WIOB-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    97.5 MHz
    
    
    B
    
    
    
    302
    
    
    
    50.00WIOC-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    105.1 MHz
    
    
    B
    
    
    
    (61
    )
    
    
    47.00WZNT-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    93.7 MHz
    
    
    B
    
    
    
    560
    
    
    
    28.00WZMT-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    93.3 MHz
    
    
    B1
    
    
    
    (69
    )
    
    
    14.50WODA-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    94.7 MHz
    
    
    B
    
    
    
    560
    
    
    
    31.00WNOD-FM
    
    Puerto Rico
    
    
    1/14/2000
    
    
    
    2/1/2012
    
    
    94.l MHz
    
    
    B
    
    
    
    597
    
    
    
    25.00WLEY-FM
    
    Chicago, IL
    
    
    3/27/1997
    
    
    
    12/1/2012
    
    
    107.9 MHz
    
    
    B
    
    
    
    232
    
    
    
    21.00WXDJ-FM
    
    Miami, FL
    
    
    3/28/1997
    
    
    
    2/1/2012
    
    
    95.7 MHz
    
    
    C2
    
    
    
    167
    
    
    
    40.00WCMQ-FM
    
    Miami, FL
    
    
    12/22/1986
    
    
    
    2/1/2012
    
    
    92.3 MHz
    
    
    C2
    
    
    
    188
    
    
    
    31.00WRMA-FM
    
    Miami, FL
    
    
    3/28/1997
    
    
    
    2/1/2012
    
    
    106.7 MHz
    
    CO
    
    
    
    300
    
    
    
    100.00KRZZ-FM
    
    San Francisco, CA
    
    
    12/23/2004
    
    
    
    12/1/2013
    
    
    93.3 MHz
    
    
    B
    
    
    
    150
    
    
    
    50.00WSBS-DT
    
    Miami, FL (b)
    
    
    3/1/2006
    
    
    
    2/1/2013
    
    
    CH. 3
    
    DTV
    
    
    
    54
    
    
    
    1.00WSBS-CA
    
    Miami, FL
    
    
    3/1/2006
    
    
    
    2/1/2013
    
    
    CH. 50
    
    CA
    
    
    
    236
    
    
    
    150.00
 
 (a)
    
    Application for renewal of license is pending. The FCC broadcasting license for
WSKQ-FM expired on June 1, 2006. A petition to deny the application for renewal was filed
by several parties who alleged, inter alia,that WSKQ-FM had broadcast indecent material
during the license term. An opposition pleading was submitted to the Commission
categorically stating that the allegations made did not raise sufficient questions to
warrant non-renewal of the license. The application remains pending and the station
continues to operate under its expired license
until the FCC takes action on the renewal. In the great majority of cases, radio broadcast
licenses are renewed by the FCC even when petitions to deny are filed against license
renewal applications.(b)
    
    TV Station WSBS-TV is licensed to Key West and is part of the Miami DMA (designated
market area, as defined by Nielsen Media Research).  16




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License Grant and Renewal.
 
    
    the station has served the public interest, convenience and necessity;
 
    
    there have been no serious violations by the licensee of the Communications Act or FCC
rules and regulations; and
 
    
    there have been no other violations by the licensee of the Communications Act or FCC
rules and regulations which, taken together, indicate a pattern of abuse.
    Transfers and Assignments of License.
 
    
    the financial and legal qualifications of the prospective assignee or transferee,
including compliance with FCC restrictions on non-U.S. citizens or entity ownership and
control;
 
    
    compliance with FCC rules limiting the common ownership of attributable interests in
broadcast and newspaper properties;
  17




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
    
    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.
  Alien Ownership.
 Ownership Attribution.
   18




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Multiple Ownership.
 Local Radio Ownership. ®
 
    
    In a radio market with 45 or more full-power commercial and noncommercial radio
stations, a party may own, operate or control up to eight commercial radio stations, not
more than five of which are in the same service (AM or FM).
 
    
    In a radio market with between 30 and 44 (inclusive) full-power commercial and
noncommercial radio stations, a party may own, operate or control up to seven commercial
radio stations, not more than four of which are in the same service (AM or FM).
 
    
    In a radio market with between 15 and 29 (inclusive) full-power commercial and
noncommercial radio stations, a party may own, operate or control up to six commercial
radio stations, not more than four of which are in the same service (AM or FM).
 
    
    In a radio market with 14 or fewer full-power commercial and noncommercial radio
stations, a party may own, operate or control up to five commercial radio stations, not
more than three of which are in the same service (AM or FM), except that a party may not
own, operate, or control more than 50% of the radio stations in such market.
 ® ® ® ®
 Local Television Ownership.
  19




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Television National Audience Reach Limitation.
 Radio-Television Cross-Ownership.
 Newspaper-Broadcast Cross-Ownership.
 Programming and Operations.
 Indecency and Profanity.
  20




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##### Table of Contents



Equal Employment Opportunities.
 Simulcasting.
 Time Brokerage and Joint Sales Agreements.
 RF Radiation.
 Digital Audio Radio Satellite Service.
 Terrestrial Digital Radio.
 Low Power Radio Broadcast Service.
  21




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Change of Community.
 Cable and Satellite Carriage of Television Broadcast Stations.
   Digital Television Services.
 Childrens Television Programming.
  22




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Sponsorship Identification.
 Proposed and Recent Changes.
 
    
    changes to the license authorization and renewal process;
    
    proposals to increase regulatory fees or impose spectrum use or other fees on FCC
broadcasting licensees;
 
    
    changes to the FCCs equal employment opportunity regulations and other matters
relating to the involvement of minorities and women in the broadcasting industry;
 
    
    proposals to change rules relating to political broadcasting including proposals to
grant free air time to candidates, and other changes regarding program content;
 
    
    proposals to restrict or prohibit the advertising of beer, wine and other alcoholic
beverages;
 
    
    proposals to restrict or prohibit the advertising of on-line casinos or on-line
sports-betting services;
 
    
    proposals to require broadcast stations to operate studios in the communities to which
they are licensed, which would require construction of new studios, to provide staffing
on a 24 hour per day basis, and to increase and/or quantify locally oriented program
content and diversity;
 
    
    proposals to change rules regarding studio location and operations;
 
    
    technical and frequency allocation matters;
 
    
    changes in broadcast, multiple ownership, foreign ownership, cross-ownership and
ownership attribution policies;
 
    
    proposals to alter provisions of the tax laws affecting broadcast operations and
acquisitions;
 
    
    proposals to regulate or prohibit payments to stations by independent record
promoters, record labels and others for the inclusion of specific content in broadcast
programming; and
 
    
    proposals to require radio broadcasters to pay royalties to musicians and record
labels for the performance of music played on the stations.
  23




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Environmental Matters
  Management and Personnel
   Available Information
 http://www.sec.gov.
   
 Item 1A.
    
    Risk Factors
   24




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Risks Related to our Indebtedness
 Our substantial amount of debt could adversely affect our financial health.
  
    
    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 difficult for us to satisfy our obligations relating to our Series B
preferred stock.
   25




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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.
  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 incurred, 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;
  26




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
    
    create liens and encumbrances;
 
    
    pay dividends, distributions or make other specified restricted payments, and restrict
the ability of certain of our subsidiaries to pay dividends or make other payments to us;
 
    
    sell assets;
 
    
    make certain capital expenditures, investments and acquisitions;
 
    
    change or add lines of business;
 
    
    enter into certain transactions with affiliates;
 
    
    enter into sale and leaseback transactions;
 
    
    issue capital stock or other equity interests;
 
    
    sell capital stock of our subsidiaries; and
 
    
    merge or consolidate with any other person, company or other entity or sell, assign,
transfer, lease, convey or otherwise dispose of all, or substantially all, of our assets.
   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.
   27




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We may not have the funds or the ability to obtain additional financing for working capital,
capital expenditures, any business strategy or other general corporate purposes.
  A lowering of the ratings assigned to our debt securities by ratings agencies may further increase
our future borrowing costs and reduce our access to capital.
  Capital requirements necessary to implement strategic initiatives could pose risks.
  Risks Related to our Business
 If U.S. economic conditions continue to deteriorate, our results of operations may be adversely
affected.
   28




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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.
 ® TM ® TM
   29




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A large portion of our net revenue and operating income currently comes from our New York, Los
Angeles, and Miami markets.
   Cancellations or reductions in advertising could adversely affect our net revenues.
  The success of our television operation depends upon our ability to attract viewers and advertisers
to our broadcast television operation.
   Our growth depends on successfully executing our expansion strategy.
  
    
    the limits on our ability to acquire additional stations due to our substantial level
of debt;
 
    
    the need to raise additional financing, which may be limited by the terms of our debt
instruments and market conditions;
  30




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##### Table of Contents




    
    the failure to increase our station operating income or yield other anticipated
benefits for future acquired stations;
 
    
    the need for required regulatory approvals, including FCC and antitrust approvals;
 
    
    the challenges of managing any rapid growth; and
 
    
    the difficulties of programming newly acquired stations to attract listenership or
viewership.
   Our business is dependent upon the performance of key employees, on-air talent and program hosts.
   Increased programming and content costs may adversely affect our profits.
  Piracy of our programming and other content, including digital and internet piracy, may decrease
revenue received from the exploitation of our programming and other content and adversely affect
our businesses and profitability.
   31




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Risks Related to Legislative and Regulatory Matters
 Changes in U.S. communications laws or other regulations may have an adverse effect on the
companys business.
     32




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We must be able to respond to rapidly changing technology, services and standards which
characterize our
industry in order to remain competitive.
  
    
    audio programming by cable television operators, direct broadcast satellite systems,
personal communications and wireless systems, Internet content providers and other
digital audio broadcast formats;
 
    
    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;
 
    
    satellite digital audio radio technology has resulted in new satellite radio services
with multi-channel programming and enhanced sound quality;
 
    
    the introduction of in-band on-channel digital radio provides multi-channel,
multi-format digital radio services in the same bandwidth currently occupied by
traditional AM and FM radio services;
 
    
    the provision of video programming to cellular telephones, digital handheld devices
and gaming consoles; and
 
    
    low power FM radio, which could result in additional FM radio broadcast stations in
markets where we have stations.
  Impairment of our goodwill and other intangible assets deemed to have indefinite useful lives can
cause our net income or net loss to fluctuate significantly.
    33




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The FCC has begun more vigorous enforcement of its indecency and other program content rules
against the broadcast industry, which could have a material adverse effect on our business.
  Our operation of various real properties and station facilities could lead to environmental
liability and increased compliance costs.
  The market price of our shares of Class A common stock may fluctuate significantly.
  
    
    fluctuations in our financial results;
 
    
    general conditions or developments in the media broadcasting industry and other media,
and the national economy;
  34




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
    
    significant sales of our common stock into and/or in the marketplace;
    
    significant decreases in our stations audience ratings;
 
    
    inability to implement our expansion 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.
  The liquidity of our common stock could be adversely affected if we are delisted from the NASDAQ
Global Market.
   Current or future sales by existing stockholders could depress the market price of our Class A
common stock.
   35




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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.
  We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks
or natural disasters.
  Risks related to our Chairman, Chief Executive Officer, and Presidents Controlling Position
 Raúl
Alarcón, Jr., the Chairman of our 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.
    36




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We may be influenced by the Chairman of our Board, Chief Executive Officer and President, whose
interests may conflict with those of our other stockholders.
  
    
    influence the election of our Board of Directors;
 
    
    influence our management and policies; and
 
    
    influence the outcome of any corporate transaction or other matter submitted to our
stockholders for approval, including mergers, consolidations and the sale of all or
substantially all of our assets.
  Future common stock sales by Raúl Alarcón, Jr. could adversely affect the price of our Class A
common stock.
  
 Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties
   Aggregatesize ofproperty in
    
    
    
    
    
    
    Leasesquare feet
    
    
    Owned or
    
    
    expirationLocation
    
    (approximate)(1)
    
    
    leased
    
    
    dateNew York, NY (2)
    
    
    12,100
    
    
    Owned
    
    
    N/ALos Angeles, CA (3)
    
    
    40,000
    
    
    Owned
    
    
    N/AMiami, FL (4)
    
    
    12,100
    
    
    Leased
    
    
    2012Miami, FL (5)
    
    
    70,000
    
    
    Owned
    
    
    N/AMiami, FL (6)
    
    
    42,000
    
    
    Leased
    
    
    2015Guaynabo, PR (7)
    
    
    29,000
    
    
    Owned
    
    
    N/A
 
 (1)
    
    Excludes properties less than 12,000 square feet.(2)
    
    Facility used for the offices and studios for our New York radio stations and certain
internet and television operations.  37




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##### Table of Contents



(3)
    
    Facility used for the offices and studios for our Los Angeles radio stations and certain
internet and television operations.(4)
    
    Facility was used for the offices and studios of the Miami radio stations.(5)
    
    Facility is used as the principal site for our television and internet production and
operations and for the offices, operations and studios of the Miami stations.(6)
    
    Building includes corporate offices and sales space.(7)
    
    Facility is used for the offices, operations and studios of the Puerto Rico broadcast
stations.       See Item 13. Certain Relationships and Related Transactions.
 
 Item 3.
    
    Legal Proceedings
  Wolf, et al., Litigation
   38




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en banc sub judice
   39




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##### Table of Contents



Item 4.
    
    (Removed and Reserved)
  40




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##### Table of Contents



PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
 (a) Market Information
  2009
    
    
    2008High
    
    
    Low
    
    
    High
    
    
    LowFirst quarter
    
    $
    0.28
    
    
    
    0.08
    
    
    
    2.08
    
    
    
    1.33Second quarter
    
    
    0.39
    
    
    
    0.12
    
    
    
    1.95
    
    
    
    0.98Third quarter
    
    
    0.61
    
    
    
    0.16
    
    
    
    1.12
    
    
    
    0.21Fourth quarter
    
    
    1.04
    
    
    
    0.41
    
    
    
    0.48
    
    
    
    0.06
 (b) Record Holders
  (c) Dividends
      See Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations below.
  41




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##### Table of Contents



Recent Sales of Unregistered Securities
  Issuer Purchases of Equity Securities
  (d) Equity Compensation Plans
  
 Item 6.
    
    Selected Financial Data
  
 Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
 Overview
     42




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LaMusica.com, Mega.tv
  43




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Fiscal Year Ended 2009 Compared to Fiscal Year Ended 2008
  2009
    
    
    2008(In thousands)Net revenueRadio
    
    $
    123,602
    
    
    
    145,421Television
    
    
    15,787
    
    
    
    18,296Consolidated
    
    $
    139,389
    
    
    
    163,717Engineering and programming
expenses:Radio
    
    $
    27,435
    
    
    
    37,744Television
    
    
    13,944
    
    
    
    23,268Consolidated
    
    $
    41,379
    
    
    
    61,012Selling, general and administrative:Radio
    
    $
    41,766
    
    
    
    59,645Television
    
    
    8,263
    
    
    
    11,075Consolidated
    
    $
    50,029
    
    
    
    70,720Corporate expenses
    
    $
    9,686
    
    
    
    12,806Depreciation and amortization:Radio
    
    $
    3,111
    
    
    
    3,213Television
    
    
    2,202
    
    
    
    1,595Corporate
    
    
    949
    
    
    
    1,453Consolidated
    
    $
    6,262
    
    
    
    6,261(Gain) loss on sale of assets, net:Radio
    
    $
    (7
    )
    
    
    (3
    )Television
    
    
    15
    
    
    
    (10
    )Corporate
    
    
    (22
    )
    
    
    Consolidated
    
    $
    (14
    )
    
    
    (13
    )Impairment of assets and restructuring costs:Radio
    
    $
    14,188
    
    
    
    402,243Television
    
    
    7,405
    
    
    
    18,710Corporate
    
    
    48
    
    
    
    163Consolidated
    
    $
    21,641
    
    
    
    421,116Operating income (loss):Radio
    
    $
    37,109
    
    
    
    (357,421
    )Television
    
    
    (16,042
    )
    
    
    (36,342
    )Corporate
    
    
    (10,661
    )
    
    
    (14,422
    )Consolidated
    
    $
    10,406
    
    
    
    (408,185
    )
  44




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2009
    
    
    2008(In thousands)Net revenue
    
    $
    139,389
    
    
    
    163,717Engineering and programming expenses
    
    
    41,379
    
    
    
    61,012Selling, general and administrative expenses    
    
    50,029
    
    
    
    70,720Corporate expenses
    
    
    9,686
    
    
    
    12,806Depreciation and amortization
    
    
    6,262
    
    
    
    6,261Gain on disposal of assets, net
    
    
    (14
    )
    
    
    (13
    )Impairment of assets and restructuring costs
    
    
    21,641
    
    
    
    421,116Operating income (loss)
    
    
    10,406
    
    
    
    (408,185
    )Interest expense, net
    
    
    (26,869
    )
    
    
    (22,062
    )Change in fair value of a derivative instrument
    
    
    5,790
    
    
    
    (3,813
    )Other (expense) income, net
    
    
    (414
    )
    
    
    3,851Income tax expense (benefit)
    
    
    2,691
    
    
    
    (101,486
    )Net loss
    
    $
    (13,778
    )
    
    
    (328,723
    )
 Net Revenue
  Engineering and Programming Expenses
  Selling, General and Administrative Expense
   45




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##### Table of Contents



Corporate Expenses
  Impairment of Assets and Restructuring Costs
    Operating Income
  Interest Expense, Net
  Change in Fair Value of a Derivative Instrument
  Income Taxes
   46




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##### Table of Contents



Net Loss
  Liquidity and Capital Resources
   
    
    the demand for advertising within the broadcasting industry and economic conditions in
general will not deteriorate further in any material respect;
 
    
    we will continue to successfully implement our business strategy; and
 
    
    we will not incur any material unforeseen liabilities, including but not limited to
taxes, environmental liabilities, regulatory matters and legal judgments.
    47




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##### Table of Contents



2009
    
    
    2008
    
    
    Change(in thousands)Capital expenditures:Radio
    
    $
    525
    
    
    
    2,779
    
    
    
    (2,254
    )Television
    
    
    380
    
    
    
    12,871
    
    
    
    (12,491
    )Corporate
    
    
    49
    
    
    
    447
    
    
    
    (398
    )Consolidated
    
    $
    954
    
    
    
    16,097
    
    
    
    (15,143
    )Net cash flows provided by operating activities
    
    $
    30,084
    
    
    
    1,989
    
    
    
    28,095Net cash flows used in investing activities
    
    
    (705
    )
    
    
    (15,978
    )
    
    
    15,273Net cash flows used in financing activities
    
    
    (8,651
    )
    
    
    (14,281
    )
    
    
    5,630Net decrease in cash and cash
equivalents
    
    $
    20,728
    
    
    
    (28,270
    )
    
    
    48,998
 Capital Expenditures
  Net Cash Flows Provided by Operating Activities
  Net Cash Flows Used in Investing Activities
  Net Cash Flows Used in Financing Activities
  Recent Developments
 Lehman Interest Rate Swap
   48




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Dividend Payment on the Series B Preferred Stock
    NASDAQ Notification Letters
 NASDAQ Delisting Letters and Temporary Extension
      49




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##### Table of Contents



NASDAQ Audit Committee Compliance Letter
   
    
    until the earlier of our next annual shareholders meeting or August 11, 2010; or
 
    
    if the next annual shareholders meeting is held before February 8, 2010, no later than
February 8, 2010.
  Off-Balance Sheet Arrangements
  Critical Accounting Policies
  Accounting
for Indefinite-Lived Intangible Assets and Goodwill
  Intangibles- Goodwill and Other Unit of Accounting for Purposes of Testing for
Impairment of Intangible Assets Not Subject to Amortization
  50




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Market Advertising Revenue Projections
 Market Revenue Share Projections
 Anticipated Operating Profit Margins .
  51




---



##### Table of Contents



Risk Adjusted Discount Rates .
    Market 1
    
    
    0
    %Market 2
    
    
    31
    %Market 3
    
    
    9
    %Market 4
    
    
    35
    %Market 5
    
    
    7
    %Market 6
    
    
    9
    %Market 7
    
    
    0
    %
 Segment
Reporting
   52




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##### Table of Contents



Accounting for Income Taxes
 Income Taxes Intangibles- Goodwill and Other
  Valuation of Accounts Receivable
   53




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##### Table of Contents



Revenue Recognition
  Contingencies and Litigations
  New Accounting Standards
   Impact on Inflation
  
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
 Not required for smaller reporting companies.
 
 Item 8.
    
    Financial Statements and Supplementary Data
   54




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##### Table of Contents



Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
 None.
 
 Item 9A(T).
    
    Controls and Procedures
 Conclusion
Regarding the Effectiveness of Disclosure Controls and Procedures
   Managements Report on Internal Control over Financial Reporting
   55




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##### Table of Contents



Internal Control  Integrated Framework
  
 Item 9B.
    
    Other Information
   56




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##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance
  Code of Ethics
 www.spanishbroadcasting.com
 
 Item 11.
    
    Executive Compensation
  
 Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
  
 Item 14.
    
    Principal Accountant Fees and Services
   57




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits, Financial Statement Schedules
 1. Financial Statements
 The following financial statements have been filed as required by Item 8 of this report:
       Report of Independent Registered Public Accounting Firm;

59      Consolidated Balance Sheets as of December 31, 2009 and 2008;

60      Consolidated Statements of Operations for the years ended December 31, 2009 and 2008;

61      Consolidated Statements of Changes in Stockholders Deficit and Comprehensive Loss for
the years ended December 31, 2009 and 2008;

62      Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008;
and

63      Notes to Consolidated Financial Statements.

642. Financial Statement ScheduleThe following financial statement schedule has been filed as required by Item 8 of this
report:      Financial Statement Schedule  Valuation and Qualifying Accounts.

101
  58




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
  
       
  59




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
 
    2009
    
    
    2008AssetsCurrent assets:Cash and cash equivalents
    
    $
    53,580
    
    
    
    32,852Receivables:Trade
    
    
    25,649
    
    
    
    29,083Barter
    
    
    398
    
    
    
    17226,047
    
    
    
    29,255Less allowance for doubtful accounts
    
    
    1,247
    
    
    
    1,675Net receivables
    
    
    24,800
    
    
    
    27,580Prepaid expenses and other current assets
    
    
    3,439
    
    
    
    4,426Total current assets
    
    
    81,819
    
    
    
    64,858Property and equipment, net
    
    
    45,365
    
    
    
    52,411FCC broadcasting licenses
    
    
    312,623
    
    
    
    331,224Goodwill
    
    
    32,806
    
    
    
    32,806Other intangible
assets, net of
accumulated
amortization of $214 in
2009 and $178 in 2008
    
    
    1,220
    
    
    
    1,256Deferred financing costs, net of accumulated amortization of $5,028 in 2009 and $3,956 in 2008
    
    
    2,574
    
    
    
    3,646Other assets
    
    
    2,386
    
    
    
    3,066Total assets
    
    $
    478,793
    
    
    
    489,267Liabilities and Stockholders (Deficit) EquityCurrent liabilities:Accounts payable and accrued expenses
    
    
    18,211
    
    
    
    15,428Accrued interest
    
    
    5,608
    
    
    
    486Unearned revenue
    
    
    602
    
    
    
    560Other liabilities
    
    
    570
    
    
    
    66Derivative instruments
    
    
    5,863
    
    
    
    Senior credit facility revolver due 2010
    
    
    15,000
    
    
    
    Current portion of the senior credit facility term loan due 2012
    
    
    3,250
    
    
    
    3,250Current portion of other long-term debt
    
    
    447
    
    
    
    438Series B cumulative exchangeable redeemable preferred stock dividends payable
    
    
    7,032
    
    
    
    2,068Total current liabilities
    
    
    56,583
    
    
    
    22,296Other liabilities, less current portion
    
    
    405
    
    
    
    139Derivative instruments
    
    
    612
    
    
    
    12,541Senior credit facility revolver due 2010
    
    
    
    
    
    
    15,000Senior credit facility term loan due 2012, less current portion
    
    
    306,313
    
    
    
    309,563Other long-term debt, less current portion
    
    
    6,605
    
    
    
    7,052Deferred income taxes
    
    
    71,408
    
    
    
    68,082Total liabilities
    
    
    441,926
    
    
    
    434,673Commitments and contingencies (notes 12, 14, and 16)Cumulative exchangeable redeemable preferred stock:10 3/4% Series B cumulative exchangeable redeemable preferred stock, $0.01 par value,
liquidation value $1,000 per share. Authorized 280,000 shares; 92,349 shares
issued and outstanding at December 31, 2009 and 2008, respectively
    
    
    92,349
    
    
    
    92,349Stockholders deficit:Series C convertible preferred stock, $0.01 par value and liquidation value. Authorized 600,000 shares;
380,000 shares issued and outstanding at December 31, 2009 and 2008, respectively
    
    
    4
    
    
    
    4Class A common stock, 0.0001 par value. Authorized 100,000,000 shares; 41,542,513 and 41,445,222
shares issued and outstanding at December 31, 2009 and 2008, respectively
    
    
    4
    
    
    
    4Class B common stock, 0.0001 par value. Authorized 50,000,000 shares; 23,403,500
shares issued and outstanding at December 31, 2009 and 2008, respectively
    
    
    2
    
    
    
    2Additional paid-in capital
    
    
    525,026
    
    
    
    524,722Accumulated other comprehensive loss
    
    
    (2,513
    )
    
    
    (8,187
    )Accumulated deficit
    
    
    (578,005
    )
    
    
    (554,300
    )Total stockholders deficit
    
    
    (55,482
    )
    
    
    (37,755
    )Total liabilities and stockholders deficit
    
    $
    478,793
    
    
    
    489,267
   60




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SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
 
  
 2009
    
    
    2008Net revenue
    
    $
    139,389
    
    
    
    163,717Operating expenses:Engineering and programming
    
    
    41,379
    
    
    
    61,012Selling, general and administrative
    
    
    50,029
    
    
    
    70,720Corporate expenses
    
    
    9,686
    
    
    
    12,806Depreciation and amortization
    
    
    6,262
    
    
    
    6,261Total operating expenses
    
    
    107,356
    
    
    
    150,799Gain on the sale of assets, net of disposal costs
    
    
    (14
    )
    
    
    (13
    )Impairment of assets and restructuring costs
    
    
    21,641
    
    
    
    421,116Operating income (loss)
    
    
    10,406
    
    
    
    (408,185
    )Other (expense) income:Interest expense
    
    
    (26,900
    )
    
    
    (22,910
    )Interest income
    
    
    31
    
    
    
    848Change in fair value of a derivative instrument
    
    
    5,790
    
    
    
    (3,813
    )Other, net
    
    
    (414
    )
    
    
    3,851Loss before income taxes
    
    
    (11,087
    )
    
    
    (430,209
    )Income tax expense (benefit)
    
    
    2,691
    
    
    
    (101,486
    )Net loss
    
    
    (13,778
    )
    
    
    (328,723
    )Dividends on Series B preferred stock
    
    
    (9,927
    )
    
    
    (9,722
    )Net loss applicable to
common stockholders
    
    $
    (23,705
    )
    
    
    (338,445
    )Basic and diluted net loss per common share
    
    $
    (0.33
    )
    
    
    (4.67
    )Weighted average common shares outstanding:Basic and diluted
    
    
    72,517
    
    
    
    72,419
   61




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SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
 
    AccumulatedClass C preferred stock
    
    
    Class A common stock
    
    
    Class B common stock
    
    
    Additional
    
    
    other
    
    
    
    
    
    
    TotalNumber of
    
    
    Par
    
    
    Number of
    
    
    Par
    
    
    Number of
    
    
    Par
    
    
    paid-in
    
    
    comprehensive
    
    
    Accumulated
    
    
    stockholdersshares
    
    
    value
    
    
    shares
    
    
    value
    
    
    shares
    
    
    value
    
    
    capital
    
    
    (loss) income
    
    
    deficit
    
    
    deficitBalance at December 31, 2007
    
    
    380,000
    
    
    $
    4
    
    
    
    40,777,805
    
    
    $
    4
    
    
    
    24,003,500
    
    
    $
    2
    
    
    
    524,030
    
    
    
    (3,582
    )
    
    
    (215,855
    )
    
    
    304,603Conversion of Class B common stock to Class A common stock
    
    
    
    
    
    
    
    
    
    
    600,000
    
    
    
    
    
    
    
    (600,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Issuance of Class A common stock from vesting of restricted stock
    
    
    
    
    
    
    
    
    
    
    67,417
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    692
    
    
    
    
    
    
    
    
    
    
    
    692Series B preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,722
    )
    
    
    (9,722
    )Comprehensive loss:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (328,723
    )
    
    
    (328,723
    )Amounts reclassified to earnings during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    542
    
    
    
    
    
    
    
    542Unrealized loss on derivative instrument
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,147
    )
    
    
    
    
    
    
    (5,147
    )Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (333,328
    )Balance at December 31, 2008
    
    
    380,000
    
    
    
    4
    
    
    
    41,445,222
    
    
    
    4
    
    
    
    23,403,500
    
    
    
    2
    
    
    
    524,722
    
    
    
    (8,187
    )
    
    
    (554,300
    )
    
    
    (37,755
    )Issuance of Class A common stock from vesting of restricted stock
    
    
    
    
    
    
    
    
    
    
    97,291
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Stock-based compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    304
    
    
    
    
    
    
    
    
    
    
    
    304Series B preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,927
    )
    
    
    (9,927
    )Comprehensive loss:Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (13,778
    )
    
    
    (13,778
    )Amounts reclassified to earnings during the period
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,398
    
    
    
    
    
    
    
    5,398Unrealized gain on derivative instrument
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    276
    
    
    
    
    
    
    
    276Comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,104
    )Balance at December 31, 2009
    
    
    380,000
    
    
    $
    4
    
    
    
    41,542,513
    
    
    $
    4
    
    
    
    23,403,500
    
    
    $
    2
    
    
    
    525,026
    
    
    
    (2,513
    )
    
    
    (578,005
    )
    
    
    (55,482
    )
   62




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
 
    2009
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (13,778
    )
    
    
    (328,723
    )Adjustments to reconcile net loss to net cash provided by operating activities:Gain on the sale of assets
    
    
    (14
    )
    
    
    (13
    )Impairment of assets
    
    
    20,023
    
    
    
    418,891Stock-based compensation
    
    
    304
    
    
    
    692Depreciation and amortization
    
    
    6,263
    
    
    
    6,261Net barter income
    
    
    (368
    )
    
    
    (113
    )Provision for trade doubtful accounts
    
    
    379
    
    
    
    1,191Amortization of deferred financing costs
    
    
    1,072
    
    
    
    1,157Amortization of noninterest-bearing promissory note payable
    
    
    
    
    
    
    1,260Deferred income taxes
    
    
    3,326
    
    
    
    (102,066
    )Unearned revenue- barter
    
    
    184
    
    
    
    (3,558
    )Accretion of the time-value of money component related to unearned revenue
    
    
    
    
    
    
    133Change in fair value of derivative instrument, net of amortization
    
    
    (392
    )
    
    
    4,354Amortization of deferred commitment fee
    
    
    
    
    
    
    (300
    )Amortization of other liabilities
    
    
    
    
    
    
    (66
    )Changes in operating assets and liabilities:Trade receivables
    
    
    2,627
    
    
    
    6,713Prepaid expenses and other current assets
    
    
    987
    
    
    
    89Other assets
    
    
    680
    
    
    
    (913
    )Accounts payable and accrued expenses
    
    
    2,899
    
    
    
    (3,404
    )Accrued interest
    
    
    5,122
    
    
    
    275Other liabilities
    
    
    770
    
    
    
    Unearned revenue
    
    
    
    
    
    
    129Net cash provided by operations
    
    
    30,084
    
    
    
    1,989Cash flows from investing activities:Purchases of property and equipment
    
    
    (954
    )
    
    
    (10,058
    )Acquisition of a building and its related building improvements
    
    
    
    
    
    
    (6,039
    )Proceeds from the sale of property and equipment and insurance recoveries
    
    
    249
    
    
    
    119Net cash used in investing activities
    
    
    (705
    )
    
    
    (15,978
    )Cash flows from financing activities:Payment of noninterest-bearing promissory note payable
    
    
    
    
    
    
    (18,350
    )Payment of senior credit facility term loan 2012
    
    
    (3,250
    )
    
    
    (3,250
    )Proceeds from senior credit facility revolver due 2010
    
    
    
    
    
    
    15,000Payment of Series B preferred stock cash dividends
    
    
    (4,963
    )
    
    
    (7,251
    )Payments of other long-term debt
    
    
    (438
    )
    
    
    (430
    )Net cash used in financing activities
    
    
    (8,651
    )
    
    
    (14,281
    )Net increase (decrease) in cash and
cash equivalents
    
    
    20,728
    
    
    
    (28,270
    )Cash and cash equivalents at beginning of year
    
    
    32,852
    
    
    
    61,122Cash and cash equivalents at end of year
    
    $
    53,580
    
    
    
    32,852Supplemental cash flows information:Interest paid
    
    $
    15,298
    
    
    
    19,778Income tax paid (refund), net
    
    $
    29
    
    
    
    (57
    )Noncash investing and financing activities:Unrealized gain (loss) on derivative instruments
    
    $
    276
    
    
    
    (4,063
    )Accrual of Series B preferred stock cash dividends not declared
    
    $
    7,032
    
    
    
    Issuance of preferred stock as payment of preferred stock dividend
    
    $
    
    
    
    
    2,417
   63




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
 
   (1)
    
    Organization and Nature of Business
    (2)
    
    Summary of Significant Accounting Policies and Related Matters
 (a)
    
    Basis of Presentation
  (b)
    
    Revenue Recognition
    64




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (c)
    
    Valuation of Accounts Receivable
  (d)
    
    Property and Equipment
   (e)
    
    Impairment or Disposal of Long-Lived Assets
  (f)
    
    FCC Broadcasting Licenses
    65




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   Intangibles- Goodwill and Other Unit of
Accounting for Purposes of Testing for Impairment of Intangible Assets Not Subject to
Amortization
     (g)
    
    Goodwill
    66




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
     (h)
    
    Other Intangible Assets, Net
    67




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
    Fiscal year ending December 31:2010
    
    $
    362011
    
    
    362012
    
    
    362013
    
    
    362014
    
    
    36
 (i)
    
    Deferred Financing Costs
  (j)
    
    Barter Transactions
   (k)
    
    Cash and Cash Equivalents
  (l)
    
    Income Taxes
    68




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
      (m)
    
    Advertising Costs
  (n)
    
    Contingent Liabilities
    69




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (o)
    
    Use of Estimates
  (p)
    
    Concentration of Business and Credit Risks
     70




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (q)
    
    Basic and Diluted Net Loss per Common Share
  2009
    
    
    2008Net loss
    
    $
    (13,778
    )
    
    
    (328,723
    )Less: dividends on Series B preferred stock
    
    
    (9,927
    )
    
    
    (9,722
    )Net loss applicable
to common
stockholders
    
    
    (23,705
    )
    
    
    (338,445
    )Basic and diluted net loss per common stock
    
    $
    (0.33
    )
    
    
    (4.67
    )Weighted average common shares outstanding:Basic and diluted
    
    
    72,517
    
    
    
    72,419
 (r)
    
    Fair Value Measurement
         71




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (s)
    
    Share-based Compensation Expense
  (t)
    
    Leasing (Operating Leases)
  (u)
    
    Segment Reporting
  (v)
    
    Other, Net
  (w)
    
    Derivative Instrument
     72




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
      (x)
    
    Comprehensive Loss
    73




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (y)
    
    Capitalized Interest
  2009
    
    
    2008Interest cost capitalized
    
    $
    
    
    
    
    199Interest cost charged to income
    
    
    26,900
    
    
    
    22,910Total interest expense
    
    $
    26,900
    
    
    
    23,109
 (3)
    
    Impairment of Assets and Restructuring CostsImpairment of FCC Broadcasting Licenses
         74




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   Impairment of Property and Equipment
  Restructuring Costs
    (4)
    
    Derivatives and Hedging Activities
  Fixed
    
    
    
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008interest
    
    
    Expiration
    
    Notional
    
    
    Notional
    
    
    Fair
    
    
    FairAgreement
    
    rate
    
    
    date
    
    amounts
    
    
    amounts
    
    
    value
    
    
    valueInterest rate swap
    
    
    5.98
    %
    
    June 2010
    
    $
    309,563
    
    
    
    312,813
    
    
    $
    5,863
    
    
    
    11,653Interest rate swap
    
    
    6.31
    %
    
    January 2017
    
    
    6,758
    
    
    
    7,064
    
    
    
    612
    
    
    
    888$
    316,321
    
    
    
    319,877
    
    
    $
    6,475
    
    
    
    12,541
     75




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
      (5)
    
    Property and Equipment, Net
  Estimated2009
    
    
    2008
    
    
    useful livesLand
    
    $
    7,306
    
    
    
    7,306
    
    
    
    Building and building improvements
    
    
    35,822
    
    
    
    35,706
    
    
    720 yearsTower and antenna systems
    
    
    5,258
    
    
    
    5,026
    
    
    10 yearsStudio and technical equipment
    
    
    19,459
    
    
    
    20,068
    
    
    510 yearsFurniture and fixtures
    
    
    5,444
    
    
    
    5,492
    
    
    510 yearsTransmitter equipment
    
    
    6,942
    
    
    
    6,919
    
    
    10 yearsLeasehold improvements
    
    
    6,434
    
    
    
    6,335
    
    
    120 yearsComputer equipment and software
    
    
    6,327
    
    
    
    6,647
    
    
    35 yearsOther
    
    
    1,933
    
    
    
    2,479
    
    
    35 years94,925
    
    
    
    95,978Less accumulated depreciation and
amortization
    
    
    (49,560
    )
    
    
    (43,567
    )$
    45,365
    
    
    
    52,411
    76




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (6)
    
    Accounts Payable and Accrued Expenses
  2009
    
    
    2008Accounts payable  trade
    
    $
    3,002
    
    
    
    1,732Accrued compensation and commissions
    
    
    6,464
    
    
    
    6,218Accrued professional fees
    
    
    1,445
    
    
    
    1,742Accrued step-up leases
    
    
    1,380
    
    
    
    1,445Accrued income taxes
    
    
    1,704
    
    
    
    1,994Other accrued expenses
    
    
    4,216
    
    
    
    2,297$
    18,211
    
    
    
    15,428
 (7)
    
    Senior Secured Credit Facilities
  2009
    
    
    2008Revolving credit facility of $25.0 million, due 2010
    
    $
    15,000
    
    
    
    15,000Term loan payable due in quarterly principal repayments of
0.25% of the original outstanding amount of
$325.0 million,
including variable interest based on LIBOR
plus 175 basis
points, with outstanding balance due in 2012
    
    
    309,563
    
    
    
    312,813324,563
    
    
    
    327,813Less current portion
    
    
    (3,250
    )
    
    
    (3,250
    )$
    321,313
    
    
    
    324,563
  Fiscal year ending December 31:2010
    
    $
    18,2502011
    
    
    3,2502012
    
    
    303,063$
    324,563
   77




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
     Interest and Fees
   Collateral and Guarantees
    78




---



##### Table of Contents



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




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (9)
    
    Other Long-Term Debt
  2009
    
    
    2008Promissory note payable, due in monthly principal installments of
$26 thousands, plus interest at 6.31%, commencing
January 2007, with balance due on January 2017
    
    $
    6,758
    
    
    
    7,064Obligation under capital lease with related party payable in
monthly installments of $9, including interest
at 6.25%,
commencing June 1992. See notes 12 and 15
    
    
    231
    
    
    
    321Various obligations under capital leases
    
    
    63
    
    
    
    1057,052
    
    
    
    7,490Less current portion
    
    
    (447
    )
    
    
    (438
    )$
    6,605
    
    
    
    7,052
  Fiscal year ending December 31:2010
    
    $
    4472011
    
    
    4252012
    
    
    3402013
    
    
    3062014
    
    
    306Thereafter
    
    
    5,228$
    7,052
     80




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
     (10)
    
    10 3/4 % Series A and B Cumulative Exchangeable Redeemable Preferred Stock
 3 4
 3 4
  3 4
   81




---



##### Table of Contents



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




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (c)
    
    Share-Based Compensation Plans2006 Omnibus Equity Compensation Plan
  1999 Stock Option Plans
  Accounting for Share-Based Plans
    83




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
      Valuation Assumptions
  2009
    
    
    2008Expected term
    
    7 years
    
    
    7 yearsDividends to common stockholders
    
    None
    
    
    NoneRisk-free interest rate
    
    
    3.11
    %
    
    
    3.27
    %Expected volatility
    
    
    99.43
    %
    
    
    59.00
    %
    84




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   Stock Options and Nonvested Shares Activity
  Weighted-Weighted-
    
    
    
    
    
    
    averageaverage
    
    
    Aggregate
    
    
    remainingexercise
    
    
    intrinsic
    
    
    contractualShares
    
    
    price
    
    
    value
    
    
    life (years)Outstanding at
December 31, 2007
    
    
    3,063
    
    
    $
    10.86
    
    
    
    
    
    
    
    Granted
    
    
    225
    
    
    
    0.34
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (541
    )
    
    
    10.01
    
    
    
    
    
    
    
    Outstanding at
December 31, 2008
    
    
    2,747
    
    
    
    10.17
    
    
    
    
    
    
    
    4.4Granted
    
    
    100
    
    
    
    0.73
    
    
    
    
    
    
    
    Exercised
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Forfeited
    
    
    (790
    )
    
    
    18.75
    
    
    
    
    
    
    
    Outstanding at
December 31, 2009
    
    
    2,057
    
    
    $
    6.41
    
    
    $
    104
    
    
    
    4.9Excercisable at
December 31, 2009
    
    
    1,987
    
    
    $
    6.59
    
    
    $
    91
    
    
    
    4.8
   Weighted-Weighted-
    
    
    average
    
    
    
    
    
    
    Weighted-average
    
    
    remaining
    
    
    
    
    
    
    averageVested
    
    
    Unvested
    
    
    exercise
    
    
    contractual
    
    
    Options
    
    
    exerciseRange of exercise prices
    
    options
    
    
    options
    
    
    price
    
    
    life (years)
    
    
    exercisable
    
    
    price$0.204.99
    
    
    630
    
    
    
    70
    
    
    $
    2.23
    
    
    
    7.3
    
    
    
    630
    
    
    $
    2.34$5.009.99
    
    
    1,159
    
    
    
    
    
    
    
    8.19
    
    
    
    3.5
    
    
    
    1,159
    
    
    
    8.19$10.0014.99
    
    
    198
    
    
    
    
    
    
    
    10.79
    
    
    
    4.8
    
    
    
    198
    
    
    
    10.791,987
    
    
    
    70
    
    
    
    6.41
    
    
    
    4.9
    
    
    
    1,987
    
    
    
    6.59
    85




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
    Weighted-averagegrant-date
    
    
    Aggregatefair value
    
    
    intrinsicShares
    
    
    (per share)
    
    
    valueNonvested at December 31, 2007
    
    
    77
    
    
    $
    4.19Awarded
    
    
    215
    
    
    
    0.92Vested
    
    
    (67
    )
    
    
    1.87Forfeited
    
    
    
    
    
    
    Nonvested at December 31, 2008
    
    
    225
    
    
    
    1.75Awarded
    
    
    
    
    
    
    Vested
    
    
    (97
    )
    
    
    1.78Forfeited
    
    
    
    
    
    
    Nonvested at December 31, 2009
    
    
    128
    
    
    $
    1.73
    
    
    $
    99
 (12)
    
    Commitments
 (a)
    
    Leases
  2009
    
    
    2008Building under capital lease
    
    $
    1,230
    
    
    
    1,230Various furniture and fixtures under capital leases
    
    
    178
    
    
    
    1781,408
    
    
    
    1,408Less accumulated depreciation
    
    
    (1,355
    )
    
    
    (1,103
    )$
    53
    
    
    
    305
    86




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
    Capital
    
    
    Operatinglease
    
    
    leaseFiscal year ending December 31:2010
    
    $
    209
    
    
    
    4,2802011
    
    
    169
    
    
    
    4,2812012
    
    
    53
    
    
    
    4,3452013
    
    
    
    
    
    
    4,1802014
    
    
    
    
    
    
    3,995Thereafter
    
    
    
    
    
    
    8,415Total minimum lease payments
    
    
    431
    
    
    
    29,496Less executory costs
    
    
    (112
    )319Less interest
    
    
    (25
    )Present value of minimum
lease payments
    
    $
    294
    Fiscal year ending December 31:2010
    
    $
    8992011
    
    
    9562012
    
    
    1,0192013
    
    
    9432014
    
    
    929Thereafter
    
    
    613$
    5,359
   87




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (b)
    
    Employment and Service Agreements
  Fiscal year ending December 31:2010
    
    $
    9,2032011
    
    
    4,8882012
    
    
    3,2572013
    
    
    932014
    
    
    Thereafter
    
    
    $
    17,441
    (c)
    
    401(k)Profit-Sharing Plan
 (the 401(k) Plan). We can make
   88




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (d)
    
    Other Commitments
  Fiscal year ending December 31:2010
    
    $
    17,4112011
    
    
    10,8212012
    
    
    11,1122013
    
    
    5,7422014
    
    
    4,930Thereafter
    
    
    826$
    50,842
 (13)
    
    Income Taxes
  2009
    
    
    2008Loss  from continuing operations
    
    $
    2,691
    
    
    
    (101,486
    )Stockholders equity, for stock-based compensation expense for
financial reporting purposes
in excess of amounts
recognized
for tax purposes
    
    
    
    
    
    
    Stockholders equity, for net unrealized gain (loss) on
derivative instruments
    
    
    
    
    
    
    $
    2,691
    
    
    
    (101,486
    )
  2009
    
    
    2008U.S. operations
    
    $
    (5,915
    )
    
    
    (380,181
    )Foreign operations
    
    
    (5,172
    )
    
    
    (50,028
    )$
    (11,087
    )
    
    
    (430,209
    )
   89




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
    2009
    
    
    2008Current:Federal
    
    $
    (380
    )
    
    
    State and local, net of federal income tax benefit
    
    
    35
    
    
    
    13Foreign
    
    
    (290
    )
    
    
    567(635
    )
    
    
    580Deferred:Federal
    
    
    2,213
    
    
    
    (77,676
    )State and local, net of federal income tax benefit
    
    
    1,113
    
    
    
    (13,784
    )Foreign
    
    
    
    
    
    
    (10,606
    )3,326
    
    
    
    (102,066
    )Total income tax expense
(benefit)
    
    $
    2,691
    
    
    
    (101,486
    )
    90




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
    2009
    
    
    2008Deferred tax assets:Federal and state net operating loss carryforwards
    
    $
    75,255
    
    
    
    74,296Foreign net operating loss carryforwards
    
    
    13,963
    
    
    
    13,902FCC licenses
    
    
    46,811
    
    
    
    52,651Allowance for doubtful accounts
    
    
    1,108
    
    
    
    1,180Unearned revenue
    
    
    234
    
    
    
    224AMT credit
    
    
    806
    
    
    
    1,186Derivatives and hedging instruments
    
    
    4,948
    
    
    
    5,121Fixed assets
    
    
    997
    
    
    
    39Accrued withholding
    
    
    2,051
    
    
    
    Production costs
    
    
    4,031
    
    
    
    Other
    
    
    4,992
    
    
    
    3,714Total gross deferred tax assets
    
    
    155,196
    
    
    
    152,313Less valuation allowance
    
    
    (154,390
    )
    
    
    (151,127
    )Net deferred tax assets
    
    
    806
    
    
    
    1,186Deferred tax liabilities:FCC licenses
    
    
    72,214
    
    
    
    69,268Total gross deferred tax liabilities
    
    
    72,214
    
    
    
    69,268Net deferred tax
liability
    
    $
    71,408
    
    
    
    68,082
     91




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
       2009
    
    
    2008Computed expected tax benefit
    
    
    (35.0
    )%
    
    
    (35.0
    )%State and local income taxes, net of federal benefit
    
    
    (3.2
    )
    
    
    (5.3
    )Foreign benefit
    
    
    (1.9
    )
    
    
    (0.3
    )Current year change in valuation allowance
    
    
    50.2
    
    
    
    17.1Nondeductible expenses
    
    
    1.8
    
    
    
    0.1Change in effective rate
    
    
    7.1
    
    
    
    (0.1
    )Other
    
    
    5.3
    
    
    
    (0.1
    )24.3
    %
    
    
    (23.6
    )%
     92




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (14)
    
    Contingencies
 FCC Licenses Matters
  (15)
    
    Related-Party Transactions
        93




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (16)
    
    Litigation
  Wolf, et al., Litigation
      94




---



##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   en banc sub judice
      95




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
    (17)
    
    Fair Value Measurement Disclosures
 Fair Value of Financial Instruments
    December 31,2009
    
    
    2008Gross
    
    
    
    
    
    
    Grosscarrying
    
    
    
    
    
    
    carryingamount
    
    
    Fair value
    
    
    amount
    
    
    Fair valueSenior credit facility term loan
    
    $
    309.6
    
    
    
    255.9
    
    
    
    312.8
    
    
    
    87.610 3/4% Series B cumulative
exchangeable redeemable preferred stock
    
    
    92.3
    
    
    
    57.9
    
    
    
    92.3
    
    
    
    23.1Promissory note payable,
included in other long-term debt
    
    
    6.8
    
    
    
    6.5
    
    
    
    7.1
    
    
    
    7.1
    96




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   Fair Value of Derivative Instruments
  Fair value measurements at December 31, 2009LiabilitiesDecember 31, 2009
    
    
    Quoted prices in
    
    
    Significantcarrying value and
    
    
    active markets
    
    
    other
    
    
    Significantbalance sheet
    
    
    for identical
    
    
    observable
    
    
    unobservablelocation of derivative
    
    
    instruments
    
    
    inputs
    
    
    inputsDescription
    
    instruments
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Derivative designated as a cash
flow hedging instrument:Interest rate swap
    
    $
    612
    
    
    
    
    
    
    
    612
    
    
    
    Derivative no longer designated as a
cash flow hedging instrument:Interest rate swap
    
    
    5,863
    
    
    
    
    
    
    
    5,863
    
    
    
    Total
    
    $
    6,475
    
    
    
    
    
    
    
    6,475
    
    
    
    
 Fair value measurements at December 31, 2008LiabilitiesDecember 31, 2008
    
    
    Quoted prices in
    
    
    Significantcarrying value and
    
    
    active markets
    
    
    other
    
    
    Significantbalance sheet
    
    
    for identical
    
    
    observable
    
    
    unobservablelocation of derivative
    
    
    instruments
    
    
    inputs
    
    
    inputsDescription
    
    instruments
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)Derivative
designated as a
cash
flow hedging instrument:Interest rate swap
    
    $
    888
    
    
    
    
    
    
    
    888
    
    
    
    Derivative no
longer designated
as a
cash flow hedging
instrument:Interest rate swap
    
    
    11,653
    
    
    
    
    
    
    
    11,653
    
    
    
    Total
    
    $
    12,541
    
    
    
    
    
    
    
    12,541
    
    
    
    
    97




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   December 31,Interest rate swaps
    
    2009
    
    
    2008Gain (loss) recognized in other comprehensive
loss (effective portion)
    
    $
    276
    
    
    
    (5,147
    )Loss reclassified from accumulated other
comprehensive loss into interest expense
    
    $
    5,398
    
    
    
    542Gain (loss) recognized in change in fair value of
derivative instrument
    
    $
    5,790
    
    
    
    (3,813
    )
 Fair Value of Nonfinancial Assets
  Fair value measurements at December 31, 2009Nonfinancial assetsDecember 31, 2009
    
    
    
    
    
    
    Significantcarrying value and
    
    
    
    
    
    
    other
    
    
    Significantbalance sheet
    
    
    Quoted prices in
    
    
    observable
    
    
    unobservablelocation of FCC
    
    
    active markets
    
    
    inputs
    
    
    inputsDescription
    
    broadcasting licenses
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)FCC broadcasting licenses
    
    $
    34,848
    
    
    
    
    
    
    
    
    
    
    
    34,848
    98




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   (18)
    
    Segment Data
  Fiscal year ended2009
    
    
    2008Net revenue:Radio
    
    $
    123,602
    
    
    
    145,421Television
    
    
    15,787
    
    
    
    18,296Consolidated
    
    $
    139,389
    
    
    
    163,717Engineering and programming expenses:Radio
    
    $
    27,435
    
    
    
    37,744Television
    
    
    13,944
    
    
    
    23,268Consolidated
    
    $
    41,379
    
    
    
    61,012Selling, general, and administrative:Radio
    
    $
    41,766
    
    
    
    59,645Television
    
    
    8,263
    
    
    
    11,075Consolidated
    
    $
    50,029
    
    
    
    70,720Corporate expenses
    
    $
    9,686
    
    
    
    12,806Depreciation and amortization:Radio
    
    $
    3,111
    
    
    
    3,213Television
    
    
    2,202
    
    
    
    1,595Corporate
    
    
    949
    
    
    
    1,453Consolidated
    
    $
    6,262
    
    
    
    6,261(Gain) loss on sale of assets, net:Radio
    
    $
    (7
    )
    
    
    (3
    )Television
    
    
    15
    
    
    
    (10
    )Corporate
    
    
    (22
    )
    
    
    Consolidated
    
    $
    (14
    )
    
    
    (13
    )
   99




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
   Fiscal year ended2009
    
    
    2008Impairment of assets and restructuring
costs:Radio
    
    $
    14,188
    
    
    
    402,243Television
    
    
    7,405
    
    
    
    18,710Corporate
    
    
    48
    
    
    
    163Consolidated
    
    $
    21,641
    
    
    
    421,116Operating income (loss):Radio
    
    $
    37,109
    
    
    
    (357,421
    )Television
    
    
    (16,042
    )
    
    
    (36,342
    )Corporate
    
    
    (10,661
    )
    
    
    (14,422
    )Consolidated
    
    $
    10,406
    
    
    
    (408,185
    )Capital expenditures:Radio
    
    $
    525
    
    
    
    2,779Television
    
    
    380
    
    
    
    12,871Corporate
    
    
    49
    
    
    
    447Consolidated
    
    $
    954
    
    
    
    16,097
 December 31,2009
    
    
    2008Total assets:Radio
    
    $
    425,565
    
    
    
    422,827Television
    
    
    45,811
    
    
    
    57,225Corporate
    
    
    7,417
    
    
    
    9,215Consolidated
    
    $
    478,793
    
    
    
    489,267
  100




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##### Table of Contents



SPANISH BROADCASTING SYSTEM, INC.
AND SUBSIDIARIES
 
    Balance at
    
    
    Charged to
    
    
    Charged tobeginning of
    
    
    cost and
    
    
    other
    
    
    
    
    
    
    Balance atDescription
    
    year
    
    
    expense
    
    
    accounts (1)
    
    
    Deductions (2)
    
    
    end of yearFiscal year ended December 31, 2009:Allowance for doubtful
accounts
    
    $
    1,675
    
    
    
    379
    
    
    
    
    
    
    
    807
    
    
    
    1,247Valuation allowance on
deferred
taxes
    
    
    151,127
    
    
    
    5,568
    
    
    
    (2,305
    )
    
    
    
    
    
    
    154,390Fiscal year ended December 31, 2008:Allowance for doubtful
accounts
    
    
    3,623
    
    
    
    1,191
    
    
    
    
    
    
    
    3,139
    
    
    
    1,675Valuation allowance on
deferred
taxes
    
    
    75,693
    
    
    
    73,562
    
    
    
    1,872
    
    
    
    
    
    
    
    151,127
 (1)
    
    Amounts charged to other comprehensive income related to derivative instruments.(2)
    
    Cash write-offs, net of recoveries.   101




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##### Table of Contents



(b) Exhibits
  ExhibitNumber
    
    Exhibit description3.1
    
    
    Third Amended and Restated Certificate of Incorporation of Spanish Broadcasting
System, Inc. (the Company), dated September 29, 1999 (incorporated by reference to
the Companys 1999 Registration Statement on Form S-1 (Commission File No. 333-85499)
(the 1999 Registration Statement)) (Exhibit A to this exhibit is incorporated by
reference to the Companys Current Report on Form 8-K, dated March 25, 1996 (the 1996
Current Report)).3.2
    
    
    Certificate of Amendment to the Third Amended and Restated Certificate of
Incorporation of the Company, dated September 29, 1999 (incorporated by reference to
Exhibit 3.2 of the Companys 1999 Registration Statement).3.3
    
    
    Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3
of the Companys 1999 Registration Statement).3.4
    
    
    Certificate of Elimination of 141/4% Senior Exchangeable
Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by
reference to Exhibit 3.3 of the Companys Quarterly Report on Form 10-Q, dated
November 14, 2003 (the 11/14/03 Quarterly Report)).4.1
    
    
    Article V of the Third Amended and Restated Certificate of Incorporation of the
Company, dated September 29, 1999 (incorporated by reference to Exhibit 3.1 of the
Companys 1999 Registration Statement).4.2
    
    
    Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power,
Preferences and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations and Restrictions of the 103/4% Series A Cumulative
Exchangeable Redeemable Preferred Stock of Spanish Broadcasting System, Inc.
(incorporated by reference to Exhibit 4.1 of the Companys 11/14/03 Quarterly
Report).4.3
    
    
    Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power,
Preferences and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations and Restrictions of the 10 3/4% Series B Cumulative
Exchangeable Redeemable Preferred Stock of Spanish Broadcasting System, Inc.
(incorporated by reference to Exhibit 4.2 of the Companys 11/14/03 Quarterly
Report).4.4
    
    
    Indenture dated June 29, 1994 among the Company, IBJ Schroder Bank & Trust Company,
as Trustee, the Guarantors named therein and the Purchasers named therein
(incorporated by reference to Exhibit 4.1 of the Companys 1994 Registration
Statement on Form S-4 (the 1994 Registration Statement)).4.5
    
    
    First Supplemental Indenture dated as of March 25, 1996 to the Indenture dated as of
June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank &
Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).4.6
    
    
    Second Supplemental Indenture dated as of March 1, 1997 to the Indenture dated as of
June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank &
Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
  102




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##### Table of Contents



ExhibitNumber
    
    Exhibit description4.7
    
    
    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 9 5/8% 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 9 5/8% 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 14 1/4% of Senior Exchangeable Preferred Stock, Series
A of the Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of
the Companys Quarterly Report on Form 10-Q filed November 14, 2003).4.12
    
    
    Certificate of Designation Setting Forth the Voting Power, Preferences and Relative,
Participating, Optional and Other Special Rights and Qualifications, Limitations and
Restrictions of the Series C Convertible Preferred Stock of the Company (Certificate
of Designation of Series C Preferred Stock) (incorporated by reference to Exhibit 4.1
of the Companys Current Report on Form 8-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).
  103




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##### Table of Contents



ExhibitNumber
    
    Exhibit description10.8
    
    
    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).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).
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ExhibitNumber
    
    Exhibit description10.21
    
    
    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 9 5/8% Senior Subordinated Notes due 2009 (incorporated by reference
to the Companys 2001 Form S-3).
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ExhibitNumber
    
    Exhibit description10.34
    
    
    Registration Rights Agreement dated June 8, 2001 between the Company and Lehman
Brothers Inc. with respect to 9 5/8% Senior Subordinated Notes due 2009 (incorporated
by 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).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).
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ExhibitNumber
    
    Exhibit description10.45
    *
    
    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 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).10.48
    
    
    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)).10.49
    
    
    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).10.50
    
    
    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).10.51
    
    
    Warrant dated March 31, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.4 of the Companys
Quarterly Report on Form 10-Q, dated May 15, 2003 (the 5/15/03 Quarterly Report)).10.52
    
    
    Warrant dated April 30, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.5 of the Companys 5/15/03
Quarterly Report)10.53
    
    
    Warrant dated May 31, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-Q, dated August 13, 2003 (the 8/13/03 Quarterly Report)).10.54
    
    
    Warrant dated June 30, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.2 of the Companys 8/13/03
Quarterly Report).10.55
    
    
    Warrant dated July 31, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.3 of the Companys 8/13/03
Quarterly Report).10.56
    
    
    Asset Purchase Agreement dated as of September 18, 2003 between Spanish Broadcasting
System, Inc. and Border Media Partners, LLC (incorporated by reference to Exhibit
10.1 of the Companys Current Report on Form 8-K, dated September 25, 2003).10.57
    
    
    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).
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ExhibitNumber
    
    Exhibit description10.58
    
    
    Warrant dated August 31, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.1 of the Companys
11/14/03 Quarterly Report).10.59
    
    
    Warrant dated September 30, 2003 by the Company in favor of International Church of
the FourSquare Gospel (incorporated by reference to Exhibit 10.2 of the Companys
11/14/03 Quarterly Report).10.60
    
    
    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).10.61
    
    
    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).10.62
    
    
    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).10.63
    
    
    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).10.64
    
    
    Transmission Facilities Lease between the Company and International Church of the
FourSquare Gospel, dated October 30, 2003 (incorporated by reference to Exhibit 10.7
of the Companys 11/14/03 Quarterly Report).10.65
    
    
    Purchase Agreement dated October 30, 2003 between the Company and Merrill Lynch,
Pierce Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Lehman Brothers
Inc. with respect to 10 3/4% Series A Cumulative Exchangeable Redeemable Preferred
Stock (incorporated by reference to Exhibit 10.8 of the Companys 11/14/03 Quarterly
Report).10.66
    *
    
    Registration Rights Agreement dated October 30, 2003 between the Company and Merrill
Lynch, Pierce Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Lehman
Brothers Inc. with respect to 10 3/4% Series A Cumulative Exchangeable Redeemable
Preferred Stock (incorporated by reference to Exhibit 10.9 of the Companys 11/14/03
Quarterly Report).10.67
    *
    
    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)).10.68
    *
    
    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).10.69
    *
    
    Amended and Restated Employment Agreement dated October 31, 2003 between the Company
and Marko Radlovic (incorporated by reference to Exhibit 10.81 of the Companys 2004
Form 10-K).10.70
    *
    
    Nonqualified Stock Option Agreement dated October 27, 2003 between the Company and
Raúl Alarcón, Jr. (incorporated by reference to Exhibit 10.78 of the Companys 2004
Form 10-K).
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ExhibitNumber
    
    Exhibit description10.71
    *
    
    Nonqualified Stock Option Agreement dated December 10, 2003 between the Company and
Marko Radlovic (incorporated by reference to Exhibit 10.79 of the Companys 2004 Form
10-K).10.72
    *
    
    Incentive Stock Option Agreement dated December 10, 2003 between the Company and
Marko Radlovic (incorporated by reference to Exhibit 10.80 of the Companys 2004 Form
10-K).10.73
    *
    
    Non-Qualified Stock Option Agreement dated as of March 3, 2004 between the Company
and Joseph A. García (incorporated by reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q filed May 10, 2004 (the 5/10/04 Quarterly Report)).10.74
    *
    
    Incentive Stock Option Agreement dated as of March 3, 2004 between the Company and
Joseph A. García (incorporated by reference to Exhibit 10.2 to the Companys 5/10/04
Quarterly Report).10.75
    
    
    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).10.76
    
    
    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).10.77
    *
    
    Stock Option Letter Agreement dated as of July 2, 2004 between the Company and
Antonio S. Fernandez (incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-Q filed August 9, 2004 (the 8/9/04 Quarterly Report)).10.78
    *
    
    Stock Option Letter Agreement dated as of July 2, 2004 between the Company and Jose
Antonio Villamil (incorporated by reference to Exhibit 10.2 of the Companys 8/9/04
Quarterly Report).10.79
    
    
    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).10.80
    
    
    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).10.81
    
    
    Merger Agreement dated as of October 5, 2004 among Infinity Media Corporation,
Infinity Broadcasting Corporation of San Francisco, Spanish Broadcasting System, Inc.
and SBS Bay Area, LLC (incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 8-K filed on October 12, 2004).10.82
    
    
    Stockholder Agreement dated as of October 5, 2004 among Spanish Broadcasting System,
Inc., Infinity Media Corporation and Raúl Alarcón, Jr. (incorporated by reference to
Exhibit 10.2 of the Companys Quarterly Report on Form 8-K filed on October 12,
2004).10.83
    
    
    Local Marketing Agreement dated as of October 5, 2004 between Infinity Broadcasting
Corporation of San Francisco and SBS Bay Area, LLC (incorporated by reference to
Exhibit 10.3 of the Companys Quarterly Report on Form 8-K filed on October 12,
2004).
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ExhibitNumber
    
    Exhibit description10.84
    
    
    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).10.85
    
    
    Warrant to Purchase Series C Preferred Stock of Spanish Broadcasting System, Inc.
dated December 23, 2004 by the Company in favor of Infinity Media Corporation
(incorporated by reference to Exhibit 4.2 of the Companys Quarterly Report on Form
8-K filed on December 27, 2004).10.86
    
    
    Registration Rights Agreement dated as of December 23, 2004 between Spanish
Broadcasting System, Inc. and Infinity Media Corporation (incorporated by reference
to Exhibit 4.3 of the Companys Quarterly Report on Form 8-K filed on December 27,
2004).10.87
    *
    
    Nonqualified Stock Option Agreement, dated as of March 15, 2005 between the Company
and Jason Shrinsky (incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-K filed May 10, 2005).10.88
    
    
    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).10.89
    
    
    First Lien Credit Agreement, dated as of June 10, 2005, among Spanish Broadcasting
System, Inc., Merrill Lynch, Pierce Fenner & Smith, Incorporated, Wachovia Bank,
National Association, Lehman Commercial Paper Inc. and various lenders (incorporated
by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed June
16, 2005).10.90
    
    
    Second Lien Term Loan Agreement, dated as of June 10, 2005, among Spanish
Broadcasting System, Inc., Merrill Lynch, Pierce Fenner & Smith, Incorporated,
Wachovia Bank, National Association, Lehman Commercial Paper Inc. and various lenders
(incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form
8-K filed June 16, 2005).10.91
    
    
    First Lien Guarantee and Collateral Agreement, dated as of June 10, 2005, among
Spanish Broadcasting System, Inc., certain of its subsidiaries and Lehman Commercial
Paper Inc. (incorporated by reference to Exhibit 10.3 of the Companys Current Report
on Form 8-K filed June 16, 2005).10.92
    
    
    Second Lien Guarantee and Collateral Agreement, dated as of June 10, 2005, among
Spanish Broadcasting System, Inc., certain of its subsidiaries and Lehman Commercial
Paper Inc (incorporated by reference to Exhibit 10.4 of the Companys Current Report
on Form 8-K filed June 16, 2005).10.93
    
    
    Intercreditor Agreement, dated as of June 10, 2005, among Spanish Broadcasting
System, Inc. and Lehman Commercial Paper Inc. (incorporated by reference to Exhibit
10.5 of the Companys Current Report on Form 8-K filed June 16, 2005).10.94
    *
    
    Nonqualified Stock Option Agreement, dated as of July 11, 2003 between the Company
and Joseph A. García (incorporated by reference to Exhibit 10.2 of the Companys
Quarterly Report on Form 10-K filed May 10, 2005).
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ExhibitNumber
    
    Exhibit description10.95
    
    
    Asset Purchase Agreement, dated July 12, 2005 among the Company, WDLP Broadcasting
Company, LLC, WDLP Licensed Subsidiary, LLC, Robin Broadcasting Company, LLC and
Robin Licensed Subsidiary, LLC (incorporated by reference to Exhibit 10.1 of the
Companys Quarterly Report on Form 10-K filed August 9, 2005).10.96
    
    
    Second Amendment to Lease, dated December 1, 2004 between the Company and Irradio
Holdings, Ltd. (incorporated by reference to Exhibit 10.2 of the Companys Quarterly
Report on Form 10-K filed August 9, 2005).10.97
    *
    
    Amendment to Amended and Restated Employment Agreement, dated as of July 21, 2005,
between Spanish Broadcasting System, Inc. and Marko Radlovic (incorporated by
reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed November
9, 2007).10.98
    
    
    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 on Form 8-K filed August 2, 2005).10.99
    
    
    Amendment to Asset Purchase Agreement, dated January 6, 2006, by and among Mega Media
Holdings, Inc., WDLP Licensing, Inc., and WDLP Broadcasting Company, LLC, WDLP
Licensed Subsidiary, LLC, Robin Broadcasting Company, LLC, and Robin Licensed
Subsidiary, LLC (incorporated by reference to Exhibit 10.1 of the Companys Current
Report on Form 8-K filed January 12, 2006).10.100
    
    
    Security Agreement, dated as of March 1, 2006, among Mega Media Holdings, Inc., WDLP
Licensing, Inc., WDLP Broadcasting Company, LLC, WDLP Licensed Subsidiary, LLC, Robin
Broadcasting Company, LLC and Robin Licensed Subsidiary, LLC (incorporated by
reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed March 6,
2006).10.101
    
    
    Pledge Agreement, dated as of March 1, 2006, among Mega Media Holdings, Inc., WDLP
Broadcasting Company, LLC, WDLP Licensed Subsidiary, LLC, Robin Broadcasting Company,
LLC and Robin Licensed Subsidiary, LLC (incorporated by reference to Exhibit 10.2 of
the Companys Current Report on Form 8-K filed March 6, 2006).10.102
    
    
    Secured Promissory Note, dated March 1, 2006, made by Spanish Broadcasting System,
Inc., Mega Media Holdings, Inc. and WDLP Licensing, Inc. in favor of WDLP
Broadcasting Company, LLC and Robin Broadcasting Company, LLC, in the principal
amount of $18,500,000 (incorporated by reference to Exhibit 10.3 of the Companys
Current Report on Form 8-K filed March 6, 2006).10.103
    *
    
    Third Amendment to Lease, dated as of March 7, 2006, between Irradio Holdings, Ltd.
and Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 10.106 of
the Companys Annual Report on Form 10-K filed March 16, 2006).10.104
    *
    
    Employment Agreement dated as of November 21, 2005, effective January 3, 2006 between
the Company and Cynthia Hudson-Fernandez (incorporated by reference to Exhibit 10.1
of the Companys Current Report on Form 8-K filed on July 6, 2006).10.105
    *
    
    Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan (incorporated
by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q filed on
August 8, 2006).
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ExhibitNumber
    
    Exhibit description10.106
    
    
    Agreement for Purchase and Sale dated August 24, 2006, by and between 7007 Palmetto
Investments, LLC and the Company (incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K filed on October 30, 2006 (the 10/30/06 Current
Report)).10.107
    
    
    Amendment to Purchase and Sale dated September 25, 2006, by and between 7007 Palmetto
Investments, LLC and the Company (incorporated by reference to Exhibit 10.2 of the
Companys 10/30/06 Current Report).10.108
    
    
    Second Amendment dated October 25, 2006, by and between 7007 Palmetto Investments,
LLC and the Company (incorporated by reference to Exhibit 10.3 of the Companys
10/30/06 Current Report).10.109
    
    
    Assignment and Assumption Agreement dated October 25, 2006, by and between the
Company and SBS Miami Broadcast Center, Inc. (SBS Miami Broadcast Center)
(incorporated by reference to Exhibit 10.4 of the Companys 10/30/06 Current Report).10.110
    
    
    Lease dated October 25, 2006, by and between the 7007 Palmetto Investments, LLC and
SBS Miami Broadcast Center (incorporated by reference to Exhibit 10.5 of the
Companys 10/30/06 Current Report).10.111
    
    
    Loan Agreement dated January 4, 2007, by and between Wachovia Bank, National
Association (Wachovia) and SBS Miami Broadcast Center (incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K filed on January 10, 2006
(the 1/10/06 Current Report)).10.112
    
    
    Promissory Note, dated January 4, 2007, by SBS Miami Broadcast Center in favor of
Wachovia (incorporated by reference to Exhibit 10.2 of the Companys 1/10/06 Current
Report).10.113
    
    
    Mortgage, Assignment of Rents and Security Agreement dated January 4, 2007, by and
between Wachovia and SBS Miami Broadcast Center (incorporated by reference to Exhibit
10.3 of the Companys 1/10/06 Current Report).10.114
    
    
    Unconditional Guaranty dated January 4, 2007, by Spanish Broadcasting System, Inc. in
favor of Wachovia (incorporated by reference to Exhibit 10.4 of the Companys 1/10/06
Current Report).10.115
    
    
    Termination of Lease dated January 4, 2007, by and between the Seller and SBS Miami
Broadcast Center (incorporated by reference to Exhibit 10.5 of the Companys 1/10/06
Current Report).10.116
    *
    
    Restricted Stock Grant, dated as of March 10, 2007 to Raúl Alarcón, Jr. (incorporated
by reference to Exhibit 10.116 of the Companys Annual Report filed on Form 10-K for
the fiscal year 2007 (the 2007 Annual Report)).10.117
    *
    
    Indemnification Agreement with Mitchell A. Yelen as of October 1, 2007 (incorporated
by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q filed
November 11, 2007).10.118
    *
    
    Stock Option Agreement dated as of October 1, 2007 between the Company and Mitchell
A. Yelen (incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report
on Form 10-Q filed November 11, 2007).
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ExhibitNumber
    
    Exhibit description10.119
    *
    
    Incentive Stock Option Agreement dated November 8, 2007 between the Company and
Cynthia Hudson (incorporated by reference to Exhibit 10.119 of the Companys 2007
Annual Report).10.120
    *
    
    Amendment No. 2 to Amended and Restated Employment Agreement dated as of November 7,
2007 by and between the Company and Marko Radlovic (incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K filed November 9, 2007).10.121
    *
    
    Amended and Restated Employment Agreement dated as of August 4, 2008, by and between
the Company and Joseph A. García (incorporated by reference to Exhibit 10.1 of the
Companys Current Report filed on Form 8-K filed on August 8, 2008).10.122
    *
    
    Amended and Restated Employment Agreement dated as of April 1, 2009, by and between
the Company and Frank Flores (incorporated by reference to Exhibit 10.1 of the
Companys Quarterly Report on Form 10-Q filed on May 15, 2009).14.1
    
    
    Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the
Companys Current Report on Form 8-K filed May 15, 2009).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 9 5/8% 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 9 5/8% 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.  113




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SIGNATURE
 th
 Spanish Broadcasting System, Inc.By:
    /s/ Raúl Alarcón, Jr.Name:
    Raúl Alarcón, Jr.Title:
    Chairman of the Board of Directors,Chief Executive Officer and President   th
  /s/ Raúl Alarcón, Jr.
    
    Chairman of the Board of Directors, Chief ExecutiveRaúl Alarcón, Jr.
    
    Officer and President (principal executive officer)/s/ Joseph A. García
    
    Director, Senior Executive Vice President, Chief Financial Officer,Joseph A. García
    
    Chief Administration Officer and
Secretary (principal financial and accounting officer)/s/ Jose A. Villamil
    
    DirectorJose A. Villamil/s/ Mitchell A. Yelen
    
    DirectorMitchell A. Yelen/s/ Jason L. Shrinsky
    
    DirectorJason L. Shrinsky
  114




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Exhibits
  ExhibitNumber
    
    Exhibit description3.1
    
    
    Third Amended and Restated Certificate of Incorporation of Spanish Broadcasting
System, Inc. (the Company), dated September 29, 1999 (incorporated by reference to
the Companys 1999 Registration Statement on Form S-1 (Commission File No. 333-85499)
(the 1999 Registration Statement)) (Exhibit A to this exhibit is incorporated by
reference to the Companys Current Report on Form 8-K, dated March 25, 1996 (the 1996
Current Report)).3.2
    
    
    Certificate of Amendment to the Third Amended and Restated Certificate of
Incorporation of the Company, dated September 29, 1999 (incorporated by reference to
Exhibit 3.2 of the Companys 1999 Registration Statement).3.3
    
    
    Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3
of the Companys 1999 Registration Statement).3.4
    
    

Certificate
of Elimination of
141/4% Senior Exchangeable
Preferred Stock, Series A of the Company, dated October 28, 2003 (incorporated by
reference to Exhibit 3.3 of the Companys Quarterly Report on Form 10-Q, dated
November 14, 2003 (the 11/14/03 Quarterly Report)).4.1
    
    
    Article V of the Third Amended and Restated Certificate of Incorporation of the
Company, dated September 29, 1999 (incorporated by reference to Exhibit 3.1 of the
Companys 1999 Registration Statement).4.2
    
    
    Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power,
Preferences and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations and Restrictions of the 103/4% Series A Cumulative
Exchangeable Redeemable Preferred Stock of Spanish Broadcasting System, Inc.
(incorporated by reference to Exhibit 4.1 of the Companys 11/14/03 Quarterly
Report).4.3
    
    
    Certificate of Designations dated October 29, 2003 Setting Forth the Voting Power,
Preferences and Relative, Participating, Optional and Other Special Rights and
Qualifications, Limitations and Restrictions of the 10 3/4% Series B Cumulative
Exchangeable Redeemable Preferred Stock of Spanish Broadcasting System, Inc.
(incorporated by reference to Exhibit 4.2 of the Companys 11/14/03 Quarterly
Report).4.4
    
    
    Indenture dated June 29, 1994 among the Company, IBJ Schroder Bank & Trust Company,
as Trustee, the Guarantors named therein and the Purchasers named therein
(incorporated by reference to Exhibit 4.1 of the Companys 1994 Registration
Statement on Form S-4 (the 1994 Registration Statement)).4.5
    
    
    First Supplemental Indenture dated as of March 25, 1996 to the Indenture dated as of
June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank &
Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).4.6
    
    
    Second Supplemental Indenture dated as of March 1, 1997 to the Indenture dated as of
June 29, 1994 among the Company, the Guarantors named therein and IBJ Schroder Bank &
Trust Company, as Trustee (incorporated by reference to the 1996 Current Report).
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ExhibitNumber
    
    Exhibit description4.7
    
    
    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 9 5/8% 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 9 5/8% 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 14 1/4% of Senior Exchangeable Preferred Stock, Series
A of the Company, dated October 28, 2003 (incorporated by reference to Exhibit 3.3 of
the Companys Quarterly Report on Form 10-Q filed November 14, 2003).4.12
    
    
    Certificate of Designation Setting Forth the Voting Power, Preferences and Relative,
Participating, Optional and Other Special Rights and Qualifications, Limitations and
Restrictions of the Series C Convertible Preferred Stock of the Company (Certificate
of Designation of Series C Preferred Stock) (incorporated by reference to Exhibit 4.1
of the Companys Current Report on Form 8-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).
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ExhibitNumber
    
    Exhibit description10.6
    
    
    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).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).
  117




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ExhibitNumber
    
    Exhibit description10.19
    
    
    Form of Lock-Up Letter Agreement (incorporated by reference in the Companys 1999
Registration Statement).10.20
    *
    
    Option Grant not under the Stock Option Plans with Arnold Sheiffer, dated October 27,
1999 (incorporated by reference to the 1999 Current Report).10.21
    
    
    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).
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ExhibitNumber
    
    Exhibit description10.31
    
    
    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 9 5/8% 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 9 5/8% Senior Subordinated Notes due 2009 (incorporated
by 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).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).
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ExhibitNumber
    
    Exhibit description10.42
    *
    
    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 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).10.48
    
    
    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)).10.49
    
    
    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).10.50
    
    
    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).10.51
    
    
    Warrant dated March 31, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.4 of the Companys
Quarterly Report on Form 10-Q, dated May 15, 2003 (the 5/15/03 Quarterly Report)).10.52
    
    
    Warrant dated April 30, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.5 of the Companys 5/15/03
Quarterly Report)10.53
    
    
    Warrant dated May 31, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-Q, dated August 13, 2003 (the 8/13/03 Quarterly Report)).
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ExhibitNumber
    
    Exhibit description10.54
    
    
    Warrant dated June 30, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.2 of the Companys 8/13/03
Quarterly Report).10.55
    
    
    Warrant dated July 31, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.3 of the Companys 8/13/03
Quarterly Report).10.56
    
    
    Asset Purchase Agreement dated as of September 18, 2003 between Spanish Broadcasting
System, Inc. and Border Media Partners, LLC (incorporated by reference to Exhibit
10.1 of the Companys Current Report on Form 8-K, dated September 25, 2003).10.57
    
    
    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).10.58
    
    
    Warrant dated August 31, 2003 by the Company in favor of International Church of the
FourSquare Gospel (incorporated by reference to Exhibit 10.1 of the Companys
11/14/03 Quarterly Report).10.59
    
    
    Warrant dated September 30, 2003 by the Company in favor of International Church of
the FourSquare Gospel (incorporated by reference to Exhibit 10.2 of the Companys
11/14/03 Quarterly Report).10.60
    
    
    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).10.61
    
    
    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).10.62
    
    
    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).10.63
    
    
    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).10.64
    
    
    Transmission Facilities Lease between the Company and International Church of the
FourSquare Gospel, dated October 30, 2003 (incorporated by reference to Exhibit 10.7
of the Companys 11/14/03 Quarterly Report).10.65
    
    
    Purchase Agreement dated October 30, 2003 between the Company and Merrill Lynch,
Pierce Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Lehman Brothers
Inc. with respect to 10 3/4% Series A Cumulative Exchangeable Redeemable Preferred
Stock (incorporated by reference to Exhibit 10.8 of the Companys 11/14/03 Quarterly
Report).
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ExhibitNumber
    
    Exhibit description10.66
    *
    
    Registration Rights Agreement dated October 30, 2003 between the Company and Merrill
Lynch, Pierce Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Lehman
Brothers Inc. with respect to 10 3/4% Series A Cumulative Exchangeable Redeemable
Preferred Stock (incorporated by reference to Exhibit 10.9 of the Companys 11/14/03
Quarterly Report).10.67
    *
    
    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)).10.68
    *
    
    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).10.69
    *
    
    Amended and Restated Employment Agreement dated October 31, 2003 between the Company
and Marko Radlovic (incorporated by reference to Exhibit 10.81 of the Companys 2004
Form 10-K).10.70
    *
    
    Nonqualified Stock Option Agreement dated October 27, 2003 between the Company and
Raúl Alarcón, Jr. (incorporated by reference to Exhibit 10.78 of the Companys 2004
Form 10-K).10.71
    *
    
    Nonqualified Stock Option Agreement dated December 10, 2003 between the Company and
Marko Radlovic (incorporated by reference to Exhibit 10.79 of the Companys 2004 Form
10-K).10.72
    *
    
    Incentive Stock Option Agreement dated December 10, 2003 between the Company and
Marko Radlovic (incorporated by reference to Exhibit 10.80 of the Companys 2004 Form
10-K).10.73
    *
    
    Non-Qualified Stock Option Agreement dated as of March 3, 2004 between the Company
and Joseph A. García (incorporated by reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q filed May 10, 2004 (the 5/10/04 Quarterly Report)).10.74
    *
    
    Incentive Stock Option Agreement dated as of March 3, 2004 between the Company and
Joseph A. García (incorporated by reference to Exhibit 10.2 to the Companys 5/10/04
Quarterly Report).10.75
    
    
    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).10.76
    
    
    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).10.77
    *
    
    Stock Option Letter Agreement dated as of July 2, 2004 between the Company and
Antonio S. Fernandez (incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-Q filed August 9, 2004 (the 8/9/04 Quarterly Report)).
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ExhibitNumber
    
    Exhibit description10.78
    *
    
    Stock Option Letter Agreement dated as of July 2, 2004 between the Company and Jose
Antonio Villamil (incorporated by reference to Exhibit 10.2 of the Companys 8/9/04
Quarterly Report).10.79
    
    
    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).10.80
    
    
    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).10.81
    
    
    Merger Agreement dated as of October 5, 2004 among Infinity Media Corporation,
Infinity Broadcasting Corporation of San Francisco, Spanish Broadcasting System, Inc.
and SBS Bay Area, LLC (incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 8-K filed on October 12, 2004).10.82
    
    
    Stockholder Agreement dated as of October 5, 2004 among Spanish Broadcasting System,
Inc., Infinity Media Corporation and Raúl Alarcón, Jr. (incorporated by reference to
Exhibit 10.2 of the Companys Quarterly Report on Form 8-K filed on October 12,
2004).10.83
    
    
    Local Marketing Agreement dated as of October 5, 2004 between Infinity Broadcasting
Corporation of San Francisco and SBS Bay Area, LLC (incorporated by reference to
Exhibit 10.3 of the Companys Quarterly Report on Form 8-K filed on October 12,
2004).10.84
    
    
    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).10.85
    
    
    Warrant to Purchase Series C Preferred Stock of Spanish Broadcasting System, Inc.
dated December 23, 2004 by the Company in favor of Infinity Media Corporation
(incorporated by reference to Exhibit 4.2 of the Companys Quarterly Report on Form
8-K filed on December 27, 2004).10.86
    
    
    Registration Rights Agreement dated as of December 23, 2004 between Spanish
Broadcasting System, Inc. and Infinity Media Corporation (incorporated by reference
to Exhibit 4.3 of the Companys Quarterly Report on Form 8-K filed on December 27,
2004).10.87
    *
    
    Nonqualified Stock Option Agreement, dated as of March 15, 2005 between the Company
and Jason Shrinsky (incorporated by reference to Exhibit 10.1 of the Companys
Quarterly Report on Form 10-K filed May 10, 2005).10.88
    
    
    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).
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ExhibitNumber
    
    Exhibit description10.89
    
    
    First Lien Credit Agreement, dated as of June 10, 2005, among Spanish Broadcasting
System, Inc., Merrill Lynch, Pierce Fenner & Smith, Incorporated, Wachovia Bank,
National Association, Lehman Commercial Paper Inc. and various lenders (incorporated
by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed June
16, 2005).10.90
    
    
    Second Lien Term Loan Agreement, dated as of June 10, 2005, among Spanish
Broadcasting System, Inc., Merrill Lynch, Pierce Fenner & Smith, Incorporated,
Wachovia Bank, National Association, Lehman Commercial Paper Inc. and various lenders
(incorporated by reference to Exhibit 10.2 of the Companys Current Report on Form
8-K filed June 16, 2005).10.91
    
    
    First Lien Guarantee and Collateral Agreement, dated as of June 10, 2005, among
Spanish Broadcasting System, Inc., certain of its subsidiaries and Lehman Commercial
Paper Inc. (incorporated by reference to Exhibit 10.3 of the Companys Current Report
on Form 8-K filed June 16, 2005).10.92
    
    
    Second Lien Guarantee and Collateral Agreement, dated as of June 10, 2005, among
Spanish Broadcasting System, Inc., certain of its subsidiaries and Lehman Commercial
Paper Inc (incorporated by reference to Exhibit 10.4 of the Companys Current Report
on Form 8-K filed June 16, 2005).10.93
    
    
    Intercreditor Agreement, dated as of June 10, 2005, among Spanish Broadcasting
System, Inc. and Lehman Commercial Paper Inc. (incorporated by reference to Exhibit
10.5 of the Companys Current Report on Form 8-K filed June 16, 2005).10.94
    *
    
    Nonqualified Stock Option Agreement, dated as of July 11, 2003 between the Company
and Joseph A. García (incorporated by reference to Exhibit 10.2 of the Companys
Quarterly Report on Form 10-K filed May 10, 2005).10.95
    
    
    Asset Purchase Agreement, dated July 12, 2005 among the Company, WDLP Broadcasting
Company, LLC, WDLP Licensed Subsidiary, LLC, Robin Broadcasting Company, LLC and
Robin Licensed Subsidiary, LLC (incorporated by reference to Exhibit 10.1 of the
Companys Quarterly Report on Form 10-K filed August 9, 2005).10.96
    
    
    Second Amendment to Lease, dated December 1, 2004 between the Company and Irradio
Holdings, Ltd. (incorporated by reference to Exhibit 10.2 of the Companys Quarterly
Report on Form 10-K filed August 9, 2005).10.97
    *
    
    Amendment to Amended and Restated Employment Agreement, dated as of July 21, 2005,
between Spanish Broadcasting System, Inc. and Marko Radlovic (incorporated by
reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed November
9, 2007).10.98
    
    
    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 on Form 8-K filed August 2, 2005).10.99
    
    
    Amendment to Asset Purchase Agreement, dated January 6, 2006, by and among Mega Media
Holdings, Inc., WDLP Licensing, Inc., and WDLP Broadcasting Company, LLC, WDLP
Licensed Subsidiary, LLC, Robin Broadcasting Company, LLC, and Robin Licensed
Subsidiary, LLC (incorporated by reference to Exhibit 10.1 of the Companys Current
Report on Form 8-K filed January 12, 2006).
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ExhibitNumber
    
    Exhibit description10.100
    
    
    Security Agreement, dated as of March 1, 2006, among Mega Media Holdings, Inc., WDLP
Licensing, Inc., WDLP Broadcasting Company, LLC, WDLP Licensed Subsidiary, LLC, Robin
Broadcasting Company, LLC and Robin Licensed Subsidiary, LLC (incorporated by
reference to Exhibit 10.1 of the Companys Current Report on Form 8-K filed March 6,
2006).10.101
    
    
    Pledge Agreement, dated as of March 1, 2006, among Mega Media Holdings, Inc., WDLP
Broadcasting Company, LLC, WDLP Licensed Subsidiary, LLC, Robin Broadcasting Company,
LLC and Robin Licensed Subsidiary, LLC (incorporated by reference to Exhibit 10.2 of
the Companys Current Report on Form 8-K filed March 6, 2006).10.102
    
    
    Secured Promissory Note, dated March 1, 2006, made by Spanish Broadcasting System,
Inc., Mega Media Holdings, Inc. and WDLP Licensing, Inc. in favor of WDLP
Broadcasting Company, LLC and Robin Broadcasting Company, LLC, in the principal
amount of $18,500,000 (incorporated by reference to Exhibit 10.3 of the Companys
Current Report on Form 8-K filed March 6, 2006).10.103
    *
    
    Third Amendment to Lease, dated as of March 7, 2006, between Irradio Holdings, Ltd.
and Spanish Broadcasting System, Inc. (incorporated by reference to Exhibit 10.106 of
the Companys Annual Report on Form 10-K filed March 16, 2006).10.104
    *
    
    Employment Agreement dated as of November 21, 2005, effective January 3, 2006 between
the Company and Cynthia Hudson-Fernandez (incorporated by reference to Exhibit 10.1
of the Companys Current Report on Form 8-K filed on July 6, 2006).10.105
    *
    
    Spanish Broadcasting System, Inc. 2006 Omnibus Equity Compensation Plan (incorporated
by reference to Exhibit 10.2 of the Companys Quarterly Report on Form 10-Q filed on
August 8, 2006).10.106
    
    
    Agreement for Purchase and Sale dated August 24, 2006, by and between 7007 Palmetto
Investments, LLC and the Company (incorporated by reference to Exhibit 10.1 of the
Companys Current Report on Form 8-K filed on October 30, 2006 (the 10/30/06 Current
Report)).10.107
    
    
    Amendment to Purchase and Sale dated September 25, 2006, by and between 7007 Palmetto
Investments, LLC and the Company (incorporated by reference to Exhibit 10.2 of the
Companys 10/30/06 Current Report).10.108
    
    
    Second Amendment dated October 25, 2006, by and between 7007 Palmetto Investments,
LLC and the Company (incorporated by reference to Exhibit 10.3 of the Companys
10/30/06 Current Report).10.109
    
    
    Assignment and Assumption Agreement dated October 25, 2006, by and between the
Company and SBS Miami Broadcast Center, Inc. (SBS Miami Broadcast Center)
(incorporated by reference to Exhibit 10.4 of the Companys 10/30/06 Current Report).10.110
    
    
    Lease dated October 25, 2006, by and between the 7007 Palmetto Investments, LLC and
SBS Miami Broadcast Center (incorporated by reference to Exhibit 10.5 of the
Companys 10/30/06 Current Report).
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##### Table of Contents



ExhibitNumber
    
    Exhibit description10.111
    
    
    Loan Agreement dated January 4, 2007, by and between Wachovia Bank, National
Association (Wachovia) and SBS Miami Broadcast Center (incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K filed on January 10, 2006
(the 1/10/06 Current Report)).10.112
    
    
    Promissory Note, dated January 4, 2007, by SBS Miami Broadcast Center in favor of
Wachovia (incorporated by reference to Exhibit 10.2 of the Companys 1/10/06 Current
Report).10.113
    
    
    Mortgage, Assignment of Rents and Security Agreement dated January 4, 2007, by and
between Wachovia and SBS Miami Broadcast Center (incorporated by reference to Exhibit
10.3 of the Companys 1/10/06 Current Report).10.114
    
    
    Unconditional Guaranty dated January 4, 2007, by Spanish Broadcasting System, Inc. in
favor of Wachovia (incorporated by reference to Exhibit 10.4 of the Companys 1/10/06
Current Report).10.115
    
    
    Termination of Lease dated January 4, 2007, by and between the Seller and SBS Miami
Broadcast Center (incorporated by reference to Exhibit 10.5 of the Companys 1/10/06
Current Report).10.116
    *
    
    Restricted Stock Grant, dated as of March 10, 2007 to Raúl Alarcón, Jr. (incorporated
by reference to Exhibit 10.116 of the Companys Annual Report filed on Form 10-K for
the fiscal year 2007 (the 2007 Annual Report)).10.117
    *
    
    Indemnification Agreement with Mitchell A. Yelen as of October 1, 2007 (incorporated
by reference to Exhibit 10.1 of the Companys Quarterly Report on Form 10-Q filed
November 11, 2007).10.118
    *
    
    Stock Option Agreement dated as of October 1, 2007 between the Company and Mitchell
A. Yelen (incorporated by reference to Exhibit 10.2 of the Companys Quarterly Report
on Form 10-Q filed November 11, 2007).10.119
    *
    
    Incentive Stock Option Agreement dated November 8, 2007 between the Company and
Cynthia Hudson (incorporated by reference to Exhibit 10.119 of the Companys 2007
Annual Report).10.120
    *
    
    Amendment No. 2 to Amended and Restated Employment Agreement dated as of November 7,
2007 by and between the Company and Marko Radlovic (incorporated by reference to
Exhibit 10.1 of the Companys Current Report on Form 8-K filed November 9, 2007).10.121
    *
    
    Amended and Restated Employment Agreement dated as of August 4, 2008, by and between
the Company and Joseph A. García (incorporated by reference to Exhibit 10.1 of the
Companys Current Report filed on Form 8-K filed on August 8, 2008).10.122
    *
    
    Amended and Restated Employment Agreement dated as of April 1, 2009, by and between
the Company and Frank Flores (incorporated by reference to Exhibit 10.1 of the
Companys Quarterly Report on Form 10-Q filed on May 15, 2009).
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##### Table of Contents



ExhibitNumber
    
    Exhibit description14.1
    
    
    Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 of the
Companys Current Report on Form 8-K filed May 15, 2009).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 9 5/8% 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 9 5/8% 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.  127