##### 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
    1934For the fiscal year ended
    December 31, 2006Oro

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

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

(I.R.S. Employer
    Identification No.)   2601 South Bayshore Drive, PH II
 Coconut Grove, Florida
    33133
 (Address of principal executive
    offices and zip code)
  Registrants telephone number,
    including area code:
    (305) 441-6901
  None
  Securities registered pursuant to
    Section 12(b) of the Act:  None
  Securities registered pursuant to
    Section 12(g) of the Act:
  Title of each class

Name of each exchange on which registeredClass A common stock, par
    value $.0001 per share

The NASDAQ Stock Market LLC   o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2 o þ o
  Rule 12b-2 o þ
      Documents Incorporated by
    Reference:
  Form 10-K.




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##### 



TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


2Item 1A.


Risk
    Factors


23Item 1B.


Unresolved Staff
    Comments


34Item 2.


Properties


34Item 3.


Legal
    Proceedings


35Item 4.


Submission of
    Matters to a Vote of Security Holders


37Item 4A.


Directors and
    Executive Officers of the Registrant


37PART IIItem 5.


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


39Item 6.


Selected Financial
    Data


42Item 7.


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


45Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


59Item 8.


Financial
    Statements and Supplementary Data


60Item 9.


Changes in and
    Disagreements With Accountants on Accounting and Financial
    Disclosure


60Item 9A.


Controls and
    Procedures


60Item 9B.


Other
    Information


61PART IIIItem 10.


Directors,
    Executive Officers and Corporate Governance


62Item 11.


Executive
    Compensation


63Item 12.


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


63Item 13.


Certain
    Relationships and Related Transactions, and Director
    Independence


63Item 14.


Principal
    Accountant Fees and Services


63PART IVItem 15.


Exhibits, Financial
    Statement Schedules


63EX-21.1 List of Subsidiaries of the CompanyEX-23.1 Consent of KPMG LLPEX-31.(I).1 SECTION 302 CERTIFICATION OF THE CEOEX-31.(I).2 SECTION 302 CERTIFICATION OF THE CFOEX-32.1 SECTION 302 CERTIFICATION OF THE CEOEX-32.2 SECTION 906 CERTIFICATION OF THE CFO   1




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




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Market
    Opportunity
    
    Hispanic Population Growth.  The
    U.S. Hispanic population is the largest ethnic minority
    group and the fastest growing consumer market and demographic
    group of the U.S. population. Between 1990 and 2006, the
    Hispanic population growth surged by 94.4% compared to 3.5% for
    the non-Hispanic population and a 5.9% gain for the total
    population. The Hispanic population has grown 23.1% since 2000.
    Hispanic Buying Power.  The
    U.S. Hispanic population accounted for an estimated buying
    power of $798 billion in 2006 and Hispanic buying power is
    growing at nearly twice the annual rate of non-Hispanic buying
    power. Hispanic buying power is expected to increase by 47.8% to
    $1.180 billion by 2011, positioning the Hispanic
    demographic as an extremely attractive group for advertisers.
    Growth in Spanish Language Advertising
    Spending.  In 2005, advertisers spent an
    estimated $3.3 billion on
    Spanish-language
    media advertising, compared to $3.1 billion in 2004,
    representing a 6.8% increase from the previous year.  The Selig Center for Economic Growth, University
    of Georgia, July 2006 Advertising Age, Hispanic Fact
    Pack, Annual Guide to Hispanic Marketing & Media, 2006
    Edition.
  Operating
    Strategy
    Format high quality programming. Spanish-language
  Attract and retain strong local management
    teams. and/or
 3




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




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Recent
    Developments
  Sale
    of Los Angeles Radio Stations
  KZAB-FM KZBA-FM,
  Repayment
    of Second Lien Senior Secured Credit Facility
    Television
    Station Asset Acquisition
  WSBS-TV WDLP-TV), WSBS-TV-DT
     5




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Acquisition
    of a Facility and Related Financing
            Operating
    Segments
    Item 8. Financial Statements and Supplementary
    Data
  Radio
    Overview
   6




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Our
    Markets
  2006 Estimated





2006 Total2006 Estimated


% of Total


2006 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



8,422



47
%


19
%

$
1,053



22


New York



4,390



21
%


10
%


810



2*


Puerto Rico



3,912



99
%


9
%


116



113


Miami



2,142



49
%


5
%


312



34


Chicago



1,923



20
%


4
%


591



16


San Francisco



1,665



24
%


4
%


422



1Total for our markets


22,454



35
%


51
%

$
3,304



20     (a)
    
    Sources: Synovate 2006 Diversity
    Markets Report; U.S. Census Bureau Population Estimates for
    Puerto Rico, July 2006.(b)
    
    Source: BIA Financial Network
    Inc.s Investing in Radio, 2006 Market Report.*
    
    Puerto Rico is not ranked by the
    Synovate 2006 Diversity Markets Report.  Radio
    Station Portfolio
  BIA Financial Network, Inc.s 2006 Investing in Radio
    Market Report, 2006 Diversity Markets Report U.S. Census Bureau Population Estimates for Puerto
    Rico  2006.
  Los
    Angeles
    New
    York
  Spanish-language WSKQ-FM WPAT-FM.
  Puerto
    Rico
   7




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Miami
    Chicago
    San Francisco
    Radio
    Station Programming
  ® ® and/or
  
    Spanish Tropical.  The Spanish Tropical
    format primarily consists of salsa, merengue, bachata and
    reggaeton music. Salsa is dance music combining Latin Caribbean
    rhythms with jazz originating from Puerto Rico, Cuba and the
    Dominican Republic, which is popular with the Hispanics whom we
    target in New York, Miami and Puerto Rico. Merengue music is
    up-tempo dance music originating in the Dominican Republic.
    Bachata is a softer tempo dance music also originating in the
    Dominican Republic. Reggaeton is a modern rhythmic dance genre
    that incorporates certain elements of hip-hop music.
    Regional Mexican.  The Regional Mexican
    format consists of various types of music played in different
    regions of Mexico such as ranchera, nortena, banda and cumbia.
    Ranchera music, originating from Jalisco, Mexico, is a
    traditional folkloric sound commonly referred to as mariachi
    music. Mariachi music features acoustical instruments and is
    considered the music indigenous to Mexicans who live in country
    towns. Nortena means northern, and is representative of Northern
    Mexico. Featuring an 8




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accordion, nortena has a polka sound with a distinct Mexican
    flavor. Banda is a regional format from the state of
    Sinalóa, Mexico and is popular in California. Banda
    resembles up-tempo marching band music with synthesizers.  
    Spanish Adult Contemporary.  The Spanish
    Adult Contemporary format includes soft romantic ballads and
    Spanish pop music.
    Spanish Oldies.  The Spanish Oldies
    format includes a variety of Latin and English classics mainly
    from the 1960s, 1970s and 1980s.
    American Top 40.  The American Top 40
    format consists of the most popular current chart hits.
    Hurban.  The Hispanic Urban
    (Hurban) format consists of reggaeton,
    which is dance music that originated in Panama and Puerto Rico
    more than a decade ago, has evolved into a mix of Spanish- and
    English-language
    dance hall, traditional reggae, Latin pop and Spanish hip-hop.
    Currently, Puerto Rico is producing the biggest reggaeton hits.    Target BuyingDemographicMarket

FM Station

Format

Group by AgeLos Angeles

KLAX

Regional Mexican

18-49KXOL

Hurban

18-49New York

WSKQ

Spanish Tropical

18-49WPAT

Spanish Adult Contemporary

25-54Puerto Rico

WMEG

American Top 40

18-34WEGM

American Top 40

18-34WCMA

Spanish Adult Contemporary

18-49WIOA

Spanish Adult Contemporary

18-49WIOB

Spanish Adult Contemporary

18-49WIOC

Spanish Adult Contemporary

18-49WZNT

Spanish Tropical

18-49WZMT

Spanish Tropical

18-49WZET

Spanish Tropical

18-49WODA

Hurban

18-34WNOD

Hurban

18-34Chicago

WLEY

Regional Mexican

18-49Miami

WXDJ

Spanish Tropical

18-49WCMQ

Spanish Oldies

25-54WRMA

Spanish Adult Contemporary

18-49San Francisco

KRZZ

Regional Mexican

18-49   On-Line
    Properties (LaMusica.com)
  LaMusica.com, Mega.tv, LaMusica.com LaMusica.com LaMusica.com
 9




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Television
    Overview and Programming
  Spanish-language Spanish-language
  Advertising
       10




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Competition
  Spanish-language English-language Spanish-language English-language
    
    management experience;
    talent and popularity of on-air personalities and television
    show hosts and actors;
    audience ratings and our broadcast stations rank in their
    markets;
    signal strength and frequency; and
    audience demographics, including the nature of the
    Spanish-language
    market targeted by a particular station.  Federal Regulation of Radio and Television
    Broadcasting
   11




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tm
      Federal Regulation of Radio
    and Television Broadcasting
  Management
    and Personnel
     12




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Seasonality
    Patents,
    Trademarks and Licenses
    Antitrust
    Federal
    Regulation of Radio and Television Broadcasting
    
    assigns frequency bands for radio and television broadcasting;
    determines the particular frequencies, locations and operating
    power of radio and television broadcast stations;
    issues, renews, revokes and modifies radio and television
    broadcast station licenses;
    establishes technical requirements for certain transmitting
    equipment used by radio and television broadcast stations; 13




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
    adopts and implements regulations and policies that directly or
    indirectly affect the ownership, operation, program content and
    employment and business practices of radio and television
    broadcast stations; and
    has the power to impose penalties, including monetary
    forfeitures, for violations of its rules and the Communications
    Act.          
    changes to the license authorization and renewal process;
    proposals to impose spectrum use or other fees on FCC licensees;
    proposals to codify indecency regulations or increase sanctions
    for broadcasting indecent material;
    changes to the FCCs equal employment opportunity
    regulations and other matters relating to the involvement of
    minorities and women in the broadcasting industry;
    proposals to change rules relating to political broadcasting
    including proposals to grant free air time to candidates, and
    other changes regarding program content;
    proposals to restrict or prohibit the advertising of beer, wine
    and other alcoholic beverages;
    technical and frequency allocation matters;
    the implementation of digital audio broadcasting on a
    terrestrial basis;
    changes in broadcast, multiple ownership, foreign ownership,
    cross-ownership and ownership attribution policies;
    proposals to allow telephone companies to deliver audio and
    video programming to homes in their service areas; and
    proposals to alter provisions of the tax laws affecting
    broadcast operations and acquisitions.   14




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FCC
    Licenses
    KZAB-FM KZBA-FM, WSBS-TV-DT
  Broadcast



Date of

Date of License

Operation

FCC

HAAT

PowerStation

Market

Acquisition

Expiration

Frequency

Class

(in meters)

(in kilowatts)KLAX

Los Angeles, CA


2/24/88



12/01/13



97.9 MHz



B



184



33KXOL

Los Angeles, CA


10/30/03



12/01/13



96.3 MHz



B



388



7WSKQ

New York, NY


1/26/89



6/10/06
*


97.9 MHz



B



415



6WPAT

New York, NY


3/25/96



6/01/14



93.1 MHz



B



433



5.4WMEG

Puerto Rico


5/13/99



2/01/12



106.9 MHz



B



594



25WEGM

Puerto Rico


1/14/00



2/01/12



95.1 MHz



B



600



25WCMA

Puerto Rico


12/01/98



2/01/12



96.5 MHz



B



852



11.5WZET

Puerto Rico


5/13/99



2/01/12



92.1 MHz



A



337



2.95WIOA

Puerto Rico


1/14/00



2/01/12



99.9 MHz



B



560



31WIOB

Puerto Rico


1/14/00



2/01/12



97.5 MHz



B



302



50WIOC

Puerto Rico


1/14/00



2/01/12



105.1 MHz



B



-61



47WZNT

Puerto Rico


1/14/00



2/01/12



93.7 MHz



B



560



28WZMT

Puerto Rico


1/14/00



2/01/12



93.3 MHz



B1



-69



14.5WODA

Puerto Rico


1/14/00



2/01/12



94.7 MHz



B



560



31WNOD

Puerto Rico


1/14/00



2/01/12



94.l MHz



B



597



25WLEY

Chicago, IL


3/27/97



12/01/12



107.9 MHz



B



232



21WXDJ

Miami, FL


3/28/97



2/01/12



95.7 MHz



C2



167



40WCMQ

Miami, FL


12/22/86



2/01/12



92.3 MHz



C2



188



31WRMA

Miami, FL


3/28/97



2/01/12



106.7 MHz



CO



300



100KRZZ

San Francisco, CA


12/23/04



12/01/13



93.3 MHz



B



150



50WSBS-TV

Key West, FL


3/1/06



2/01/13



CH. 22



TV



62



11.2WSBS-DT

Miami, FL


3/1/06



2/01/13



CH. 3



DTV



54



1WSBS-CA

Miami, FL


3/1/06



2/01/13



CH. 50



CA



236



150     *
    
    Application for renewal of license
    is pending.    
    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.   15




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Ownership Matters.
  
    the financial and legal qualifications of the prospective
    assignee or transferee, including compliance with FCC
    restrictions on
    non-U.S. citizens
    or entity ownership and control;
    compliance with FCC rules limiting the common ownership of
    attributable interests in broadcast and newspaper properties;
    the history of compliance with FCC operating rules; and
    the character qualifications of the transferee or assignee and
    the individuals or entities holding attributable interests in
    them.    non-U.S. citizens non-U.S. corporations. non-U.S. citizens non-U.S. corporations,
 16




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non-U.S. citizens.
          
    broadcast stations above certain limits serving the same local
    market; and
    broadcast stations and a daily newspaper serving the same local
    market.     17




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®
  
    In a radio market with 45 or more full-power commercial and
    non-commercial radio stations, a party may own, operate or
    control up to eight commercial radio stations, not more than
    five of which are in the same service (AM or FM).
    In a radio market with between 30 and 44 (inclusive) full-power
    commercial and non-commercial radio stations, a party may own,
    operate or control up to seven commercial radio stations, not
    more than four of which are in the same service (AM or FM).
    In a radio market with between 15 and 29 (inclusive) full-power
    commercial and non-commercial radio stations, a party may own,
    operate or control up to six commercial radio stations, not more
    than four of which are in the same service (AM or FM).
    In a radio market with 14 or fewer full-power commercial and
    non-commercial radio stations, a party may own, operate or
    control up to five commercial radio stations, not more than
    three of which are in the same service (AM or FM), except that a
    party may not own, operate, or control more than 50% of the
    radio stations in such market.    
    the television stations do not have overlapping broadcast
    signals; or
    there will remain after the transaction eight independently
    owned, full power non-commercial or commercial operating
    television stations in the market and one of the two
    commonly-owned stations is not ranked in the top four based upon
    audience share.      
    in markets where 20 media voices will remain, a television
    station owner may own an additional five radio stations, or, if
    the owner only has one television station, an additional six
    radio stations; and
    in markets where ten media voices will remain, a television
    station owner may own an additional three radio stations.       18




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and/or
  ® ® ® ®
    
    In markets with five or more television stations, a licensee may
    own two stations, but only one of these stations may be among
    the top four in ratings.
    In markets with eighteen or more television stations, a licensee
    may own up to three television stations, but only one of these
    may be among the top four in ratings.
    Both commercial and non-commercial stations are counted in
    determining the number of stations in a market.
    For markets with eleven or fewer television stations, a waiver
    may be sought for the merger of two top-four stations. The
    FCCs decision to grant a waiver will be based on whether
    local communities will be better served by the merger.        
    a daily newspaper, one television station and up to half of the
    radio station limit for that market;
    a daily newspaper and up to the entire radio station limit for
    that market; and
    two television stations (subject to the local television
    ownership rule) and up to the entire radio station limit for
    that market.     19




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Programming and Operations.
      Time Brokerage
    Agreements.
  Joint Sales Agreements.
  RF Radiation.
  Digital Audio Radio Satellite
    Service. 2310-2360 MHz
  Terrestrial Digital Radio.
 20




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Low Power Radio Broadcast Service.
  Change of Community.
  Must Carry Rules.
  
    require carriage of its signal by cable systems in the
    stations market, which is referred to as must
    carry rules; or
    negotiate the terms on which such broadcast station would permit
    transmission of its signal by the cable systems within its
    market which is referred to as retransmission
    consent.      Digital Television Services.
    Other Proceedings.
 21




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Proposed Changes.
  Environmental
    Matters
      Available
    Information
  1-800-SEC-0330 http://www.sec.gov. www.spanishbroadcasting.com www.spanishbroadcasting.com/investorinfo.shtml. Form 10-K, Form 10-Q, Form 8-K
 22




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Item 1A.  Risk
    Factors    Risks
    Related to our Indebtedness
  Our
    substantial amount of debt could adversely affect our financial
    health.  3 4 3 4
  
    a significant portion of our net cash flow from operations will
    be dedicated to servicing our debt obligations and will not be
    available for operations, future business opportunities or other
    purposes;   
    our ability to obtain additional financing in the future for
    working capital, capital expenditures, acquisitions, general
    corporate or other purposes will be limited;
    our substantial debt could make us more vulnerable to downturns
    in our business or in the general economy and increases in
    interest rates, limit our ability to withstand competitive
    pressures and reduce our flexibility in responding to changing
    business and economic conditions;
    our substantial debt could place us at a disadvantage compared
    to our competitors who have less debt; and
    it may be more difficult for us to satisfy our obligations
    relating to our Series B preferred stock and our Exchange
    Notes, if issued (for example, we may not be able to pay cash
    dividends and interest, respectively, or repurchase our
    Series B preferred stock when, and if, we are required to
    do so).   23




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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
    increased, could further intensify the risks associated with our
    substantial leverage.   24




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The
    terms of our existing debt and our preferred stock impose or
    will impose restrictions on us that may adversely affect our
    business.    
    incur additional debt, incur contingent obligations and issue
    additional preferred stock;
    redeem or repurchase securities ranking junior to our
    Series B preferred stock;
    create liens and encumbrances;
    pay dividends, distributions or make other specified restricted
    payments, and restrict the ability of certain of our
    subsidiaries to pay dividends or make other payments to us;
    sell assets;
    make certain capital expenditures, investments and acquisitions;
    change or add lines of business;
    enter into certain transactions with affiliates;
    enter into sale and leaseback transactions;
    issue capital stock or other equity interests;
    sell capital stock of our subsidiaries; and
    merge or consolidate with any other person, company or other
    entity or sell, assign, transfer, lease, convey or otherwise
    dispose of all, or substantially all, of our assets.    and/or and/or and/or
  We may
    not have the funds or the ability to raise the funds necessary
    to repurchase our Series B preferred stock if holders
    exercise their repurchase right, or to finance the change of
    control offer required by our Series B preferred stock and
    the indenture that would govern our Exchange Notes, if
    issued.   25




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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.    Capital
    requirements necessary to implement strategic initiatives could
    pose risks.  and/or
  Risks
    Related to our Business
  We
    have experienced net losses in the past and, to the extent that
    we experience net losses in the future, our ability to raise
    capital and the market price of our common stock may be
    adversely affected.   26




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We
    compete for advertising revenue with other broadcast stations,
    as well as other media, many operators of which have greater
    resources than we do.      A
    large portion of our net revenue and operating income currently
    comes from our New York, Los Angeles and Miami
    markets.      Cancellations
    or reductions in advertising could adversely affect our net
    revenues.    We may
    be unable to effectively integrate our acquisition of our
    television operation.   27




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start-up
  The
    success of our television operation depends upon our ability to
    attract viewers and advertisers to our broadcast television
    operation.      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.    Our
    growth depends on successfully executing our acquisition
    strategy.    
    the limits on our ability to acquire additional stations due to
    our substantial level of debt;
    the need to raise additional financing, which may be limited by
    the terms of our debt instruments and market conditions;
    the failure to increase our station operating income or yield
    other anticipated benefits despite newly acquired stations;
    the need for required regulatory approvals, including FCC and
    antitrust approvals;
    the challenges of managing any rapid growth; and
    the difficulties of programming newly acquired stations to
    attract listenership or viewership.     28




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Our
    business is dependent upon the performance of key employees,
    on-air talent and program hosts.      Risks
    Related to Legislative and Regulatory Matters
  Because
    our full-power television station relies on must
    carry rights to obtain cable carriage, new laws or
    regulations that eliminate or limit the scope of our cable
    carriage rights could have a material adverse impact on our
    television operation.      We
    must be able to respond to rapidly changing technology, services
    and standards which characterize our industry in order to remain
    competitive.   29




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
    cable television operators offer a service commonly referred to
    as cable radio which provides cable television
    subscribers with several high-quality channels of music, news
    and other information;
    the Internet offers new, diverse and evolving forms of video and
    audio program distribution;
    direct satellite broadcast television companies are supplying
    subscribers with several high quality music channels;
    the introduction of satellite digital audio radio technology has
    resulted in new satellite radio services with multi-channel
    programming and sound quality equivalent to that of compact
    discs;
    the introduction of in-band on-channel digital radio could
    provide multi-channel, multi-format digital radio services in
    the same bandwidth currently occupied by traditional AM and FM
    radio services; and
    the provision of video programming to cellular telephones,
    digital handheld devices and gaming consoles.  New
    technologies may affect our broadcasting
    operations    Our
    business depends on maintaining our FCC licenses, which we may
    be unable to maintain.
     30




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non-U.S. ownership
  Impairment
    of our goodwill and other intangible assets can cause our net
    income or net loss to fluctuate significantly.
  Goodwill
    and Other Intangible Assets,
      The
    FCC has begun more vigorous enforcement of its indecency rules
    against the broadcast industry, which could have a material
    adverse effect on our business.   31




---



##### Table of Contents



We may
    be adversely affected by new statutes dealing with
    indecency.
    We may
    face regulatory review for additional acquisitions and
    divestitures in our existing markets and, potentially,
    acquisitions in new markets.
    The
    market price of our shares of Class A common stock may
    fluctuate significantly.
    
    fluctuations in our financial results;
    general conditions or developments in the media broadcasting
    industry and other media, and the national economy;
    significant sales of our common stock into the marketplace;
    significant decreases in our stations audience ratings;
    inability to implement our acquisition and operating strategy;
    a shortfall in revenue, gross margin, earnings or other
    financial results from operations or changes in analysts
    expectations; and
    developments in our relationships with our customers and
    suppliers.   32




---



##### Table of Contents



Current
    or future sales by existing stockholders could depress the
    market price of our Class A common stock.
      Our
    failure to comply with the Sarbanes-Oxley Act of 2002 could
    cause a loss of confidence in the reliability of our financial
    statements and could have a material adverse effect on our
    business and the price of our Class A common
    stock.
  Form 10-K
  Our
    operating results could be adversely affected by a general
    deterioration in economic conditions.
  and/or
 33




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##### Table of Contents



Risks
    related to our Chairman, Chief Executive Officer, and
    Presidents Controlling Position
  Raúl
    Alarcón, Jr., our Chairman of the Board of Directors,
    Chief Executive Officer and President, has majority voting
    control and this control may discourage or influence certain
    types of transactions, including an actual or potential change
    of control such as a merger or sale.
  Form 10-K.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      Our
    Principal Properties(1)
  Aggregate Size of Property

Owned

Leasein Square Feet

or

ExpirationLocation

(Approximate)

Leased

DateNew York, NY(2)

12,000

Owned


Los Angeles, CA(3)

40,000

Owned


Miami, FL(4)

62,000

Owned


Miami, FL(5)

48,000

Leased


2015Guaynabo, PR

29,000

Owned


     (1)
    
    Excludes properties less than
    12,000 square feet.(2)
    
    Facility used for the offices and
    studios for
    WSKQ-FM and
    WPAT-FM and
    certain Internet operations.(3)
    
    Facility used for the offices and
    studios for
    KLAX-FM and
    KXOL-FM and
    certain Internet operations.(4)
    
    Facility under
    construction/renovation to house the consolidated Miami radio
    and television broadcasting operations. This facility was leased
    from November 25, 2006 to January 4, 2007, when the
    facility was purchased.(5)
    
    Building includes corporate space,
    and sales space for Miami radio and MEGA TV. 34




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##### Table of Contents



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




---



##### Table of Contents



Section 10b-5
        Amigo
    Broadcasting Litigation
   36




---



##### Table of Contents



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

Age

PositionRaúl
    Alarcón, Jr.


50


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


81


Chairman Emeritus and DirectorJoseph A. García


61


Chief Financial Officer, Executive
    Vice President and SecretaryMarko Radlovic


43


Chief Operating Officer and
    Executive Vice PresidentCynthia Hudson-Fernandez


44


Chief Creative OfficerDan Mason


55


DirectorAntonio S. Fernandez


67


DirectorJose A. Villamil


60


DirectorJason L. Shrinsky


69


Director   Raúl Alarcón, Jr.
  Pablo Raúl Alarcón, Sr. Spanish-language
 37




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##### Table of Contents



Joseph A. García
  Marko Radlovic
  Cynthia Hudson-Fernandez LaMusica.com 1997-2005,
  Dan Mason CBS Marketwatch.com CBS Switchboard.com
  Antonio S. Fernandez
  Jose A. Villamil
 38




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##### Table of Contents



1989-1993,
  Jason L. Shrinsky
 PART II  Item 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  (a) Market
    Information
    2005


2006High


Low


High


LowFirst Quarter

$
11.21


$
9.75


$
6.07


$
4.95Second Quarter

$
10.50


$
7.95


$
5.65


$
4.89Third Quarter

$
10.24


$
6.52


$
5.24


$
3.94Fourth Quarter

$
7.38


$
4.35


$
5.20


$
3.90   (b) Holders
  share-for-share
  (c) Dividends
    3 4
 39




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##### Table of Contents



Item 7. Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations
  Recent
    Sales of Unregistered Securities
  Form 10-K.
  Issuer
    Purchases of Equity Securities
  Form 10-K.
  (d) Stock
    Performance Graph
   40




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##### Table of Contents



STOCKHOLDER
    RETURN PERFORMANCE PRESENTATION
      COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    FROM DECEMBER 31, 2001 TO DECEMBER 31, 2006 AMONG
    SPANISH BROADCASTING SYSTEM, INC., THE NASDAQ COMPOSITE
    INDEX AND THE NASDAQ TELECOMMUNICATIONS INDEX
  
  *
    
    $100 INVESTED ON DECEMBER 31, 2000 IN STOCK OR INDEX,
    INCLUDING REINVESTMENT OF DIVIDENDS.  Cumulative Total Return


12/01


12/02


12/03


12/04


12/05


12/06Spanish Broadcasting System,
    Inc.


$
100.00




72.80




106.67




106.77




51.67




41.56NASDAQ Composite


$
100.00




71.97




107.18




117.07




120.50




137.02NASDAQ Telecommunications


$
100.00




61.62




110.79




106.16




100.63




127.11  41




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##### Table of Contents



Item 6.
    Selected
    Financial Data  SELECTED
    HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
    (In thousands, except ratios, shares outstanding and per shares
    data)
  Form 10-K.
  52-53-week
  Item 7. Managements Discussion and
    Analysis of Financial Condition and Results of
    Operations
  2006


2005


2004


2003


2002Statement of operations data:Net revenue(1)

$
176,931



169,832



156,443



135,266



135,688Station operating expenses(1)(2)


125,104



103,162



88,202



73,374



77,779Stock-based programming expense(3)














2,943



Corporate expenses


14,440



14,359



13,346



17,853



13,546Depreciation and amortization


3,991



3,447



3,308



2,901



2,871Loss (gain) on the sale of assets,
    net of disposal costs(4)


(50,795
)


645



(5,461
)






Operating income from continuing
    operations


84,191



48,219



57,048



38,195



41,492Interest expense, net(5)


(20,176
)


(35,619
)


(41,109
)


(36,622
)


(34,146
)Loss on early extinguishment of
    debt(6)


(2,997
)


(32,597
)










Other income (expense), net


(3
)


1,769



164



1,125



(720
)Income (loss) from continuing
    operations before income taxes, discontinued operations, and
    cumulative effect of a change in accounting principle


61,015



(18,228
)


16,103



2,698



6,626Income tax expense


11,145



17,034



16,495



11,280



53,094Income (loss) from continuing
    operations before discontinued operations, and cumulative effect
    of a change in accounting principle


49,870



(35,262
)


(392
)


(8,582
)


(46,468
)Discontinued operations, net of
    income taxes(7)






(8
)


28,410



(168
)


1,910 42




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##### Table of Contents



2006


2005


2004


2003


2002Cumulative effect of a change in
    accounting principle, net of income taxes(8)


















(45,288
)Net income (loss)


49,870



(35,270
)


28,018



(8,750
)


(89,846
)Dividends on preferred stock


(9,668
)


(9,449
)


(8,548
)


(1,366
)


Preferred stock beneficial
    conversion










(11,457
)






Net income (loss) applicable to
    common stockholders

$
40,202



(44,719
)


8,013



(10,116
)


(89,846
)Income (loss) per common share:Basic and diluted (before
    discontinued operations and cumulative effect of a change in
    accounting principle)

$
0.56



(0.62
)


(0.31
)


(0.16
)


(0.72
)Basic and diluted


0.56



(0.62
)


0.13



(0.16
)


(1.39
)Weighted average common shares
    outstanding:Basic


72,381



72,381



64,900



64,684



64,670Diluted


72,383



72,381



65,288



64,684



64,670Other financial data:Capital expenditures, excluding
    acquisitions

$
8,581



4,484



2,998



3,365



3,994Net cash provided by operating
    activities


19,931



11,733



12,839



13,226



10,666Net cash provided by (used in)
    investing activities


36,598



48,798



75,458



(231,170
)


9,265Net cash (used in) provided by
    financing activities


(114,870
)


(67,407
)


(1,874
)


192,123



(141
)Consolidated balance sheet data:Cash and cash equivalents

$
66,815



125,156



132,032



45,609



71,430Total assets


929,740



1,013,217



1,009,723



842,282



634,767Total debt (including current
    portion)


335,592



423,130



453,947



454,194



328,310Preferred stock


89,932



89,932



84,914



76,366



Total stockholders equity


322,994



274,827



312,636



216,676



227,425     (1)
    
    Below are revenue and expenses
    related to a two-year AOL Time Warner, Inc. barter agreement
    which concluded in August 2002 and are included in continuing
    operations. These results were non-recurring and had a
    significant non-cash impact for the periods:  Impact onNet


OperatingRevenue


Expense(Dollars in thousands)Fiscal year ended December 29,
    2002


6,351



(6,366
)   (2)
    
    Station operating expenses include
    engineering, programming, selling and general and administrative
    expenses, but exclude stock-based programming expenses, which
    are listed separately. Refer to footnote #3 below for
    further details.(3)
    
    We were required to issue warrants
    to the International Church of the FourSquare Gospel (ICFG) from
    the date that ICFG ceased to broadcast its programming over
    KZAB-FM and
    KZBA-FM
    until the closing of the acquisition of
    KXOL-FM. On
    each of March 31, April 30, May 31, June 30,
    July 31, August 31, and September 30, 2003, we
    granted ICFG a warrant exercisable for 100,000 shares (an
    aggregate of 700,000 shares) of our Class A common
    stock at an exercise price of $6.14, $7.67, $7.55, $8.08, $8.17,
    $7.74 and $8.49 per share, respectively. The warrant issued
    on September 30, 2003 was the final warrant required under
    the amended time brokerage agreement due to the closing of the
    acquisition of
    KXOL-FM. We
    assigned these warrants an aggregate fair market value of
    approximately $2.9 million based on the Black-Scholes
    option pricing model. The fair market value of each warrant was
    recorded as a non-recurring stock-based programming expense on
    the respective date of grant. During fiscal year 2006, all of
    the warrants issued expired, unexercised. 43




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##### Table of Contents



(4)
    
    On January 31, 2006, we sold
    the stations assets of
    KZAB-FM and
    KZAB-FM for
    $120.0 million, which consisted of $63.9 million of
    intangible assets, net and $1.2 million of property and
    equipment. We recognized a gain of approximately
    $50.8 million, net of disposal costs.On November 30, 2004, we sold
    the stations assets of
    WDEK-FM,
    WKIE-FM and
    WKIF-FM for
    $28.0 million, which consisted of $21.3 million of
    intangible assets, net and $1.0 million of property and
    equipment. We recognized a gain of approximately
    $5.5 million, net of disposal costs.(5)
    
    Interest expense, net, includes
    non-cash interest, such as the accretion of principal, the
    amortization of discounts on debt and the amortization of
    deferred financing costs.(6)
    
    For the fiscal year ended
    December 31, 2005, we repaid $481.2 million of the
    outstanding indebtedness, redemption premiums and accrued
    interest under a senior credit facility and the
    95/8% senior
    subordinated notes due 2009. We recorded an extraordinary loss
    of approximately $32.6 million, which was related to the
    write-off of the related unamortized deferred financing costs
    and call premiums.(7)
    
    On December 31, 2001, we
    adopted the provisions of SFAS No. 144, Accounting
    for the Impairment of Long-Lived Assets and for Long-Lived
    Assets to Be Disposed Of(SFAS No. 144). Under
    SFAS No. 144, discontinued businesses or assets held
    for sale are removed from the results of continuing operations.
    We determined that the sales of
    KPTI-FM
    serving the San Francisco, California market,
    KLEY-FM and
    KSAH-AM
    serving the San Antonio, Texas market and
    KTCY-FM
    serving the Dallas, Texas market, each met the criteria in
    accordance with SFAS No. 144. The results of
    operations of these stations, including the gains on the sales
    of these assets, were classified as discontinued operations in
    the selected historical consolidated statements of operations.On September 24, 2004, we sold
    the stations assets of
    KPTI-FM for
    $30.0 million, which consisted of $13.0 million of
    intangible assets, net, and $0.3 million of property and
    equipment. We recognized a gain of approximately
    $16.8 million, net of closing costs and taxes on the sale.On January 30, 2004, we sold
    the stations assets of
    KLEY-FM and
    KSAH-AM for
    $24.4 million, which consisted of $11.3 million of
    intangible assets, net, and $0.6 million of property and
    equipment. We recognized a gain of approximately
    $11.6 million, net of closing costs and taxes on the sale.On August 23, 2002, we sold
    the stations assets of
    KTCY-FM for
    $35.0 million, which consisted of intangible assets and
    property and equipment. We recognized a gain of approximately
    $1.8 million, net of closing costs and taxes.(8)
    
    In July 2001, FASB issued
    SFAS No. 142, Goodwill and Other Intangible Assets(SFAS No. 142). SFAS No. 142 requires
    that goodwill and intangible assets with indefinite useful lives
    no longer be amortized, but instead tested for impairment at
    least annually in accordance with the provisions of
    SFAS No. 142. We have concluded that our intangible
    assets, comprised primarily of FCC licenses, qualify as
    indefinite-life intangible assets under SFAS No. 142.
    After performing the transitional impairment evaluation of our
    indefinite-life intangible assets on December 31, 2001, we
    determined that the carrying value of certain indefinite-life
    intangible assets exceeded their respective fair market values.
    As a result of adopting SFAS No. 142 in the fiscal
    year ended December 29, 2002, we recorded a non-cash charge
    for the cumulative effect of a change in accounting principle of
    $45.3 million, net of an income tax benefit of
    $30.2 million. 44




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
  LaMusica.com, Mega.tv,
  WSBS-TV WDLP-TV) Spanish-language Spanish-language
  Spanish-language English-language Spanish-language
   45




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##### Table of Contents



Fiscal
    Year Ended 2006 Compared to Fiscal Year Ended 2005
    Change2006


2005


$


%( In thousands)Net revenue:Radio

$
172,081



169,832



2,249



1
%Television


4,850







4,850



100
%Consolidated

$
176,931



169,832



7,099



4
%Engineering and programming
    expense:Radio

$
33,798



32,098



1,700



5
%Television


16,882



1,949



14,933



766
%Consolidated

$
50,680



34,047



16,633



49
%Selling, general and
    administrative:Radio

$
66,383



67,875



(1,492
)


(2
)%Television


8,041



1,240



6,801



548
%Consolidated

$
74,424



69,115



5,309



8
%Operating income (loss) before
    depreciation and amortization and loss (gain) on sales of
    assets, net:Radio

$
71,900



69,859



2,041



3
%Television


(20,073
)


(3,189
)


(16,884
)


529
%Corporate


(14,440
)


(14,359
)


(81
)


1
%Consolidated

$
37,387



52,311



(14,924
)


(29
)%Depreciation and amortization:Radio

$
2,637



2,343



294



13
%Television


355



81



274



338
%Corporate


999



1,023



(24
)


(2
)%Consolidated

$
3,991



3,447



544



16
%Operating income (loss):Radio

$
120,058



66,871



53,187



80
%Television


(20,428
)


(3,270
)


(17,158
)


525
%Corporate


(15,439
)


(15,382
)


(57
)


0
%Consolidated

$
84,191



48,219



35,972



75
%  46




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##### Table of Contents



Change2006


2005


$


%(In thousands)Net revenue

$
176,931



169,832



7,099



4
%Engineering and programming
    expenses(1)


50,680



34,047



16,633



49
%Selling, general and
    administrative expenses(1)


74,424



69,115



5,309



8
%Corporate expenses(1)


14,440



14,359



81



1
%Depreciation and amortization


3,991



3,447



544



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


(50,795
)


645



(51,440
)


(7,975
)%Operating income from continuing
    operations


84,191



48,219



35,972



75
%Interest expense, net


(20,176
)


(35,619
)


15,443



(43
)%Loss on early extinguishment of
    debt


(2,997
)


(32,597
)


29,600



(91
)%Other (expense) income, net


(3
)


1,769



(1,772
)


(100
)%Income tax expense


11,145



17,034



(5,889
)


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






(8
)


8



100
%Net income (loss)

$
49,870



(35,270
)


85,140



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

$
762







762



100
%Selling, general and
    administrative expenses


275







275



100
%Corporate expenses


942







942



100
%Total stock-based compensation
    expenses

$
1,979







1,979



100
%   Net
    Revenue
  KZAB-FM KZBA-FM.
  Engineering
    and Programming Expenses
    Selling,
    General and Administrative Expenses
   47




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##### Table of Contents



Corporate
    Expenses
    Gain
    on Sales of Assets, Net
  KZAB-FM KZBA-FM,
  Operating
    Income from Continuing Operations
    Interest
    Expense, Net
    Loss
    on Early Extinguishment of Debt
  5 8
  Income
    Taxes
  KZAB-FM KZBA-FM,
  Net
    (Loss) Income
   48




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##### Table of Contents



Fiscal
    Year Ended 2005 Compared to Fiscal Year Ended 2004
    Change2005


2004


$


%(In thousands)Net revenue:Radio

$
169,832



156,443



13,389



9
%Television














Consolidated

$
169,832



156,443



13,389



9
%Engineering and programming
    expense:Radio

$
32,098



30,941



1,157



4
%Television


1,949







1,949



100
%Consolidated

$
34,047



30,941



3,106



10
%Selling, general and
    administrative:Radio

$
67,875



57,261



10,614



19
%Television


1,240







1,240



100
%Consolidated

$
69,115



57,261



11,854



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

$
69,859



68,241



1,618



2
%Television


(3,189
)






(3,189
)


100
%Corporate


(14,359
)


(13,346
)


(1,013
)


8
%Consolidated

$
52,311



54,895



(2,584
)


(5
)%Depreciation and amortization:Radio

$
2,343



2,286



57



2
%Television


81







81



100
%Corporate


1,023



1,022



1



Consolidated

$
3,447



3,308



139



4
%Operating income (loss):Radio

$
66,871



71,416



(4,545
)


(6
)%Television


(3,270
)






(3,270
)


100
%Corporate


(15,382
)


(14,368
)


(1,014
)


7
%Consolidated

$
48,219



57,048



(8,829
)


(15
)%  49




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##### Table of Contents



Change2005


2004


$


%(In thousands)Net revenue

$
169,832



156,443



13,389



9
%Engineering and programming
    expenses


34,047



30,941



3,106



10
%Selling, general and
    administrative expenses


69,115



57,261



11,854



21
%Corporate expenses


14,359



13,346



1,013



8
%Depreciation and amortization


3,447



3,308



139



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


645



(5,461
)


6,106



(112
)%Operating income from continuing
    operations


48,219



57,048



(8,829
)


(15
)%Interest expense, net


(35,619
)


(41,109
)


5,490



(13
)%Loss on early extinguishment of
    debt


(32,597
)






(32,597
)


100
%Other income, net


1,769



164



1,605



979
%Income tax expense


17,034



16,495



539



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


(8
)


28,410



(28,418
)


(100
)%Net (loss) income

$
(35,270
)


28,018



(63,288
)


(226
)%   Net
    Revenue
  KRZZ-FM, year-over-year
  Engineering
    and Programming Expenses
  start-up KRZZ-FM,
  Selling,
    General and Administrative Expenses
  KRZZ-FM,
 50




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##### Table of Contents



Corporate
    Expenses
    Loss
    (Gain) on Sales of Assets, Net
  KZAB-FM KZBA-FM, WDEK-FM, WKIE-FM WKIF-FM
  Operating
    Income from Continuing Operations
  start-up
  Interest
    Expense, Net
    Loss
    on Early Extinguishment of Debt
  5 8
  Other
    Income, Net
    Income
    Taxes
    Discontinued
    Operations, Net of Taxes
  KLEY-FM KSAH-AM, KPTI-FM,
 51




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##### Table of Contents



Net
    (Loss) Income
    Liquidity
    and Capital Resources
      
    the demand for advertising within the broadcasting industry and
    economic conditions in general will not deteriorate in any
    material respect;
    we will continue to successfully implement our business
    strategies; and
    we will not incur any material unforeseen liabilities, including
    environmental liabilities and legal judgments.       52




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##### Table of Contents



2006


2005


Change $(In thousands)Capital expendituresRadio

$
4,387



2,562



1,825Television


2,948



1,326



1,622Corporate


1,246



596



650Consolidated


8,581



4,484



4,097Net cash flows provided by
    operating activities

$
19,931



11,733



8,198Net cash flows provided by
    investing activities


36,598



48,798



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


(114,870
)


(67,407
)


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

$
(58,341
)


(6,876
)   Net
    Cash Flows Provided by Operating Activities
    Net
    Cash Flows Provided by Investing Activities
  KZAB-FM KZBA-FM, KZAB-FM KZBA-FM,
  Net
    Cash Flows Used in Financing Activities
  5 8
 53




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##### Table of Contents



Change2005


2004


$(In thousands)Capital expendituresRadio

$
2,562



2,677



(115
)Television


1,326







1,326Corporate


596



321



275Consolidated


4,484



2,998



1,486Net cash flows provided by
    operating activities

$
11,733



12,839



(1,106
)Net cash flows provided by
    investing activities


48,798



75,458



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


(67,407
)


(1,874
)


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

$
(6,876
)


86,423   Net
    Cash Flows Provided by Operating Activities
    Net
    Cash Flows Provided by Investing Activities
  KZAB-FM KZBA-FM, KLEY-FM KSAH-AM, KPTI-FM, WDEK-FM, WKIE-FM WKIF-FM,
  Net
    Cash Flows Used in Financing Activities
  5 8
  Recent
    Developments
  Sale
    of Los Angeles Stations
  KZAB-FM KZBA-FM,
 54




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##### Table of Contents



Repayment
    of Second Lien Senior Secured Credit Facility
    Television
    Station Asset Acquisition
  WSBS-TV WDLP-TV), WSBS-TV-DT
      Acquisition
    of a Facility and Related Financing
   55




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##### Table of Contents



Contractual
    Obligations
    Contractual obligations

Total


2007


2008


2009


2010


2011


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

$
430,405



22,223



22,029



21,835



23,941



26,010



314,367Non-interest bearing note due
    2009(b)


18,500











18,500











Other long-term debt(c)


807



149



149



149



149



149



62103/4%
    Series B cumulative exchangeable redeemable preferred
    stock(d)


155,996



9,668



9,668



9,668



9,668



9,668



107,656605,708



32,040



31,846



50,152



33,758



35,827



422,085Unrecorded obligations:Operating leases(e)


38,920



6,018



4,141



3,897



3,811



3,749



17,304Employment agreements(f)


36,189



16,527



12,616



5,242



1,338



439



27Purchase obligations and others(g)


28,902



8,339



7,260



7,775



5,423



105



104,011



30,884



24,017



16,914



10,572



4,293



17,331Total obligations

$
709,719



62,924



55,863



67,066



44,330



40,120



439,416     (a)
    
    Our First Lien Credit Facility is a
    variable-rate debt instrument, but we entered into an interest
    rate swap to hedge (fix) our interest rate until June 2010. See
    Note 2(v) and 8 to our consolidated financial statements
    for additional information. For the purpose of calculating our
    contractual obligations, we assumed an interest rate of
    approximately 7.48% after the interest rate swap terminates. 56




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##### Table of Contents



(b)
    
    In connection with the acquisition
    of MEGA TV, we entered into a thirty-four month,
    non-interest-bearing secured promissory note in the principal
    amount of $18.5 million, which is due on January 6,
    2009.(c)
    
    Other long-term debt relates to a
    capital lease.(d)
    
    Our Series B preferred stock
    has no specified maturity. However, holders of the preferred
    stock may exercise an option on October 15, 2013, to
    require us to redeem all or a portion of their preferred stock.
    The holders of shares of Series B preferred stock are
    entitled to receive cumulative dividends at a rate of
    103/4%
    per year of the $1,000 liquidation preference per share. All
    dividends are cumulative from the date of issuance of the
    Series B preferred stock and are payable quarterly in
    arrears on October 15, January 15, April 15 and July
    15 of each year. On or before October 15, 2008, we, at our
    option, may pay dividends in cash or in additional fully paid
    and non-assessable shares of Series B preferred stock
    (including fractional shares or, at our option, cash in lieu of
    fractional shares) having an aggregate liquidation preference
    equal to the amount of such dividends. After October 15,
    2008, dividends may be paid only in cash, which are included in
    this contractual obligation table. Our ability to pay cash
    dividends is subject to the terms of our credit facility. For
    the purpose of calculating our contractual obligations we
    assumed that the Series B preferred stock will pay
    dividends in cash going forward as of December 31, 2006.(e)
    
    Included in our non-cancelable
    operating lease obligations are minimum lease payments for
    office space and facilities and certain equipment.(f)
    
    We are committed to employment and
    service contracts for certain executives, on-air talent,
    managers and others expiring through 2012.(g)
    
    Included are contracts for rating
    services, programming contracts, software contracts and others.        Off-Balance
    Sheet Arrangements
    Critical
    Accounting Policies
    Accounting
    for Intangible Assets
     57




---



##### Table of Contents



02-07, Unit of Accounting for Testing Impairment of Indefinite-Lived
    Intangible Assets 02-07), 02-07 states
        Accounting
    for Income Taxes
  Accounting for Income
    Taxes
 58




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##### Table of Contents



Valuation
    of Accounts Receivable
    Revenue
    Recognition
    Contingencies
    and Litigations
    New
    Accounting Pronouncements
     Item 7A.  Quantitative
    and Qualitative Disclosures About Market Risk   59




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  Form 10-K.
  Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Conclusion
    Regarding the Effectiveness of Disclosure Control and
    Procedures
   60




---



##### Table of Contents



Rule 13a-15(f)
  Managements
    Report On Internal Control Over Financial
    Reporting.
      Internal
    Control  Integrated Framework
  Form 10-K.
 Item 9B.  Other
    Information   61




---



##### Table of Contents



Item 2. Properties Item 13. Certain Relationships and Related
    Transactions
 PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    Code of
    Ethics
  Regulation S-K. www.spanishbroadcasting.com. Form 8-K
 62




---



##### Table of Contents



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    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules  1. Financial
    Statements
                2. Financial
    Statement Schedule
     63




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##### Table of Contents



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


F-2Consolidated
    Balance Sheets as of December 31, 2006 and 2005


F-4Consolidated
    Statements of Operations for the fiscal years ended
    December 31, 2006, 2005 and 2004


F-5Consolidated
    Statements of Changes in Stockholders Equity and
    Comprehensive Income (Loss) for the fiscal years ended
    December 31, 2006, 2005 and 2004


F-6Consolidated
    Statements of Cash Flows for the fiscal years ended
    December 31, 2006, 2005 and 2004


F-7Notes to
    Consolidated Financial Statements


F-8Financial Statement
    Schedule  Valuation and Qualifying Accounts


F-40  F-1




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##### Table of Contents



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




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
  
        Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements. Share-Based Payment.
  Internal Control  Integrated Framework
  KPMG
    LLP
   
 F-3




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES  Consolidated Balance Sheets
    December 31, 2006 and 2005
  2006


2005(In thousands, except share data)ASSETSCurrent assets:Cash and cash equivalents

$
66,815



125,156Receivables:Trade


36,219



37,866Barter


306



23536,525



38,101Less: allowance for doubtful
    accounts


4,383



3,832Net receivables


32,142



34,269Prepaid expenses and other current
    assets


3,460



3,635Assets held for sale






65,109Total current assets


102,417



228,169Property and equipment, net


28,022



22,973FCC licenses


749,864



711,626Goodwill


32,806



32,806Other intangible assets, net of
    accumulated amortization of $106 in 2006 and $70 in 2005


1,328



1,364Deferred financing costs, net of
    accumulated amortization of $1,749 in 2006 and $749 in 2005


5,914



8,744Other assets


1,634



596Derivative instrument


7,755



6,939Total assets

$
929,740



1,013,217LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued
    expenses

$
18,622



21,487Accrued interest


394



1,426Deposit on the sale of stations






55,000Unearned revenue


3,882



263Deferred commitment fee


375



450Other liabilities


22



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


3,250



3,250Current portion of the senior
    credit facilities term loan due 2013






100,000Current portion of other long-term
    debt


79



75Series B cumulative
    exchangeable redeemable preferred stock dividends payable


2,014



2,014Total current liabilities


28,638



183,965Senior credit facilities term loan
    due 2012, less current portion


316,063



319,313Non-interest bearing promissory
    note payable due 2009, net of unamortized discount of $2,713 in
    2006


15,787



Other long-term debt, less current
    portion


413



492Deferred income taxes


153,683



144,163Unearned revenue, less current
    portion


2,064



Other long-term liabilities, less
    current portion


166



525Total liabilities


516,814



648,458Commitments and contingencies
    (notes 13, 15, and 17)Cumulative exchangeable redeemable
    preferred stock:103/4%
    Series B cumulative exchangeable redeemable preferred
    stock, $0.01 par value, liquidation value $1,000 per share.
    Authorized 280,000 shares; 89,932 shares issued and
    outstanding at December 31, 2006 and 2005, respectively


89,932



89,932Stockholders equity:Series C convertible preferred
    stock, $0.002 par value and liquidation value. Authorized
    600,000 shares; 380,000 shares issued and outstanding
    at December 31, 2006 and 2005, respectively


1



1Class A common stock, 0.0001
    par value. Authorized 100,000,000 shares;
    40,277,805 shares issued and outstanding at
    December 31, 2006 and 2005, respectively


4



4Class B common stock, 0.0001
    par value. Authorized 50,000,000 shares;
    24,503,500 shares issued and outstanding at
    December 31, 2006 and 2005, respectively


2



2Additional paid-in capital


522,400



520,421Accumulated other comprehensive
    income


7,755



6,939Accumulated deficit


(207,168
)


(252,540
)Total stockholders equity


322,994



274,827Total liabilities and
    stockholders equity

$
929,740



1,013,217    F-4




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES  Consolidated Statements of Operations
    Years ended December 31, 2006, 2005 and 2004
  2006


2005


2004(In thousands, except per share data)Net revenue

$
176,931



169,832



156,443Operating expenses:Engineering and programming


50,680



34,047



30,941Selling, general and administrative


74,424



69,115



57,261Corporate expenses


14,440



14,359



13,346Depreciation and amortization


3,991



3,447



3,308(Gain) loss on the sale of assets,
    net of disposal costs


(50,795
)


645



(5,461
)Total operating expenses


92,740



121,613



99,395Operating income from continuing
    operations


84,191



48,219



57,048Other (expense) income:Interest expense


(23,630
)


(38,235
)


(41,897
)Interest income


3,454



2,616



788Loss on early extinguishment of
    debt


(2,997
)


(32,597
)


Other, net


(3
)


1,769



164Income (loss) from continuing
    operations before income taxes and discontinued operations


61,015



(18,228
)


16,103Income tax expense


11,145



17,034



16,495Income (loss) from continuing
    operations before discontinued operations


49,870



(35,262
)


(392
)(Loss) income on discontinued
    operations, net of tax






(8
)


28,410Net income (loss)


49,870



(35,270
)


28,018Dividends on Series B
    preferred stock


(9,668
)


(9,449
)


(8,548
)Preferred stock beneficial
    conversion, value treated as a dividend










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

$
40,202



(44,719
)


8,013Basic and diluted income (loss)
    per common share:Net income (loss) per common share
    before discontinued operations

$
0.56



(0.62
)


(0.31
)Net income per common share for
    discontinued operations










0.44Net income (loss) per common share

$
0.56



(0.62
)


0.13Weighted average common shares
    outstanding:Basic


72,381



72,381



64,900Diluted


72,383



72,381



65,288    F-5




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES   Consolidated Statements of Changes in Stockholders
    Equity
    and Comprehensive Income (Loss)
    Years ended December 31, 2006, 2005 and 2004
  Class C


Class A


Class B





Accumulatedpreferred Stock


common Stock


common Stock


Additional


other





TotalNumber of


Par


Number of


Par


Number of


Par


paid-in


comprehensive


Accumulated


stockholdersshares


value


shares


value


shares


value


capital


income


deficit


equity(In thousands, except share data)Balance at December 31, 2003





$




37,087,355


$
3



27,605,150


$
3



443,961







(227,291
)


216,676Issuance cost of the Series B
    preferred stock


























(375
)










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










88,800















580











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










3,021,650



1



(3,021,650
)


(1
)














Issuance of Series C preferred
    stock


380,000



1



















76,284











76,285Series B preferred stock
    dividends


































(8,548
)


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


























(11,457
)










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


























11,457











11,457Net income


































28,018



28,018Balance at December 31, 2004


380,000



1



40,197,805



4



24,583,500



2



520,450







(207,821
)


312,636Issuance cost of the Series B
    preferred stock


























(29
)










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










80,000







(80,000
)


















Series B preferred stock
    dividends


































(9,449
)


(9,449
)Comprehensive income (loss):Net loss


































(35,270
)


(35,270
)Unrealized gain on derivative
    instrument






























6,939







6,939Comprehensive loss






































(28,331
)Balance at December 31, 2005


380,000



1



40,277,805



4



24,503,500



2



520,421



6,939



(252,540
)


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


































5,170



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


380,000



1



40,277,805



4



24,503,500



2



520,421



6,939



(247,370
)


279,997Stock-based compensation


























1,979











1,979Series B preferred stock
    dividends


































(9,668
)


(9,668
)Comprehensive income:Net income


































49,870



49,870Unrealized gain on derivative
    instrument






























816







816Comprehensive income






































50,686Balance at December 31, 2006


380,000


$
1



40,277,805


$
4



24,503,500


$
2



522,400



7,755



(207,168
)


322,994    F-6




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES   Consolidated Statements of Cash Flows
    Years ended December 31, 2006, 2005 and 2004
  2006


2005


2004(In thousands)Cash flows from operating
    activities:Net income (loss)

$
49,870



(35,270
)


28,018Adjustments to reconcile net income
    (loss) to net cash provided by operating activities:Loss (income) from discontinued
    operations, net of tax






8



(28,410
)Gain on the sale of assets


(50,795
)






(5,461
)Loss on early extinguishment of debt


2,997



32,597



Stock-based compensation


1,979







(Gain) loss on disposal of fixed
    assets






173



163Depreciation and amortization


3,991



3,447



3,308Net barter (income) expense


(248
)


595



(753
)Provision for trade doubtful
    accounts


1,443



1,048



1,562Amortization of debt discount






717



1,230Amortization of deferred financing
    costs


1,185



1,749



1,990Amortization of non-interest
    bearing promissory note payable


1,009







Increase in deferred income taxes


10,663



17,108



15,791Increase (decrease) in unearned
    revenue


278



(575
)


211Accretion of the time-value of
    money component related to unearned revenue


244







Amortization of deferred commitment
    fee


(75
)


(75
)


(75
)Changes in operating assets and
    liabilities:Decrease (increase) in trade
    receivables


755



(2,877
)


(9,105
)Decrease (increase) in prepaid
    expenses and other current assets


175



(1,144
)


799(Increase) decrease in other assets


(3
)


574



(248
)(Decrease) increase in accounts
    payable and accrued expenses


(2,693
)


(1,279
)


3,674Increase in deferred commitment fee










600Decrease in accrued interest


(1,032
)


(4,002
)


(942
)Increase in other liabilities


188







Net cash provided by continuing
    operations


19,931



12,794



12,352Net cash (used in) provided by
    discontinued operations






(1,061
)


487Net cash provided by operating
    activities


19,931



11,733



12,839Cash flows from investing
    activities:Proceeds from sale of radio
    stations, net of disposal costs of $249 in 2006 and $502 in 2005


64,751



(502
)


79,734Deposits received on sale of radio
    stations






55,000



Purchases of property and equipment


(8,581
)


(4,484
)


(2,998
)Advances on purchase price of a
    building


(1,035
)






Acquisition costs of radio stations










(1,278
)Acquisition of television stations
    and related equipment


(18,537
)


(1,216
)


Net cash provided by investing
    activities


36,598



48,798



75,458Cash flows from financing
    activities:Proceeds from Series B
    cumulative exchangeable redeemable preferred stock, net of
    issuance cost of $375 in 2004










(375
)Proceeds from Class A stock
    options exercised










580Payment of the
    95/8% senior
    subordinated notes due 2009, and related premiums






(351,124
)


Payment of senior credit facility
    term loan 2009






(123,750
)


(1,250
)Proceeds from senior credit
    facility term loan due 2012






325,000



Payment of senior credit facility
    term loan 2012


(3,250
)


(2,437
)


Proceeds from senior credit
    facility term loan due 2013






100,000



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


(101,000
)






Payment of Series B preferred
    stock cash dividends


(9,668
)


(2,417
)


Payments of other long-term debt


(600
)


(3,622
)


(227
)Payments of financing costs


(352
)


(9,057
)


(602
)Net cash used in financing
    activities


(114,870
)


(67,407
)


(1,874
)Net (decrease) increase in cash and
    cash equivalents


(58,341
)


(6,876
)


86,423Cash and cash equivalents at
    beginning of year


125,156



132,032



45,609Cash and cash equivalents at end of
    year

$
66,815



125,156



132,032Supplemental cash flows information:Interest paid

$
22,222



40,412



39,619Income taxes paid, net


15



1,189



337Non-cash investing and financing
    activities:Unrealized gain on derivative
    instrument

$
816



6,939



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


5,338







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


14,778







Issuance of Series C preferred
    stock for acquisition of radio station










64,923Issuance of warrants towards the
    acquisition of a radio station










11,362Issuance of preferred stock as
    payment of preferred stock dividend






5,018



1,860    F-7




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES  Notes to Consolidated Financial Statements
  December 31, 2006 and 2005
  (1)  Organization
    and Nature of Business
  LaMusica.com Mega.tv,
      (2)  Summary
    of Significant Accounting Policies and Related Matters
  (a)
    Basis
    of Presentation    (b)
    Revenue
    Recognition    (c)
    Valuation
    of Accounts Receivable   F-8




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##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
  (d)
    Property
    and Equipment      (e)
    Impairment
    or Disposal of Long-Lived Assets  Accounting for the
    Impairment of Long-Lived Assets and for Long-Lived Assets to Be
    Disposed of
  (f)
    Indefinite-Lived
    Intangible Assets (FCC Licenses) and Goodwill    Goodwill and Other
    Intangible Assets
  02-07, Unit of Accounting for Testing Impairment of Indefinite-Lived
    Intangible Assets 02-07), 02-07 states
 F-9




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
          WDLP-TV
  (g)
    Other
    Intangible Assets, Net      Fiscal year ending
    December 31:2007

$
362008


362009


362010


362011


36   (h)
    Deferred
    Financing Costs    (i)
    Barter
    Transactions and Unearned Revenue  and/or
 F-10




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
      (j)
    Cash
    and Cash Equivalents    (k)
    Income
    Taxes    (l)
    Advertising
    Costs    (m)
    Deferred
    Commitment Fee    (n)
    Use of
    Estimates    (o)
    Concentration
    of Business and Credit Risks   F-11




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
        (p)
    Basic
    and Diluted Net Income (Loss) Per Common Share    2006


2005


2004Income (loss) from continuing
    operations before discontinued operations

$
49,870



(35,262
)


(392
)Less: dividends on preferred stock


(9,668
)


(9,449
)


(8,548
)Less: preferred stock beneficial
    conversion, value treated as a dividend










(11,457
)Income (loss) applicable to common
    from continuing operations before discontinued operations


40,202



(44,711
)


(20,397
)Discontinued operations, net of tax






(8
)


28,410Net income (loss) applicable to
    common stockholders

$
40,202



(44,719
)


8,013Weighted average common shares
    outstanding:Basic


72,381



72,381



64,900Diluted


72,383



72,381



65,288Basic and diluted income (loss)
    per common share:Net income (loss) per common share
    before discontinued operations

$
0.56



(0.62
)


(0.31
)Net income per common share for
    discontinued operations










0.44Net income (loss) per common share

$
0.56



(0.62
)


0.13  F-12




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
  (q)
    Fair
    Value of Financial Instruments  Disclosures About Fair Value of
    Financial Instruments
      December 312006

2005Gross



GrossCarrying

Fair

Carrying

FairAmount

Value

Amount

Value103/4%
    Series B cumulative exchangeable redeemable preferred stock

$
89.9



99.8



89.9



94.4     (r)
    Stock
    Option Plans  Share-Based Payment Accounting
    for Stock-Based Compensation
  (s)
    Leasing
    (Operating Leases)   F-13




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
   (t)
    Segment
    Reporting  Disclosures about Segments of an
    Enterprise and Related Information
  (u)
    Other,
    net    (v)
    Derivative
    Instrument  Accounting for Derivative Instruments and Hedging
    Activities Accounting for Certain Derivative Instruments and Certain
    Hedging Activities
    (w)
    Comprehensive
    Income (Loss)    (x)
    Reclassification    (3)
    Acquisitions  (a)
    Miami,
    Florida Television Station WSBS-TV Asset
    Acquisition   F-14




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
  WSBS-TV WDLP-TV), WSBS-DT WDLP-DT) WSBS-CA WDLP-CA) WSBS-TV-DT
      WDLP-TV
  (b)
    San Francisco,
    California Radio Station KRZZ-FM Acquisition  KRZZ-FM KBAA-FM),
   F-15




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
     Regulation S-X (Section 210.11-01(d)), Business Combinations No. 98-3, Determining Whether a Nonmonetary Transaction Involves
    Receipt of Productive Assets or of a Business KRZZ-FM KRZZ-FM, KRZZ-FM back-up KRZZ-FM
  WSBS-TV, WSBS-DT KRZZ-FM
  (4)
    Dispositions
    of Stations Classified as Discontinued Operations  (a)
    San Francisco,
    California Radio Station KPTI-FM Disposition  KPTI-FM,
  (b)
    San Antonio,
    Texas Radio Stations KLEY-FM and KSAH-AM
    Dispositions  KLEY-FM KSAH-AM,
   F-16




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
   (5)
    Dispositions
    of Stations Not Classified as Discontinued Operations and Assets
    Held for Sale  (a)
    Los
    Angeles, California Radio Stations KZAB-FM and KZBA-FM
    Disposition  KZAB-FM KZBA-FM,
    KZAB-FM KZBA-FM
  non-refundable non-refundable non-refundable
  KZAB-FM KZBA-FM.
  KZAB-FM KZBA-FM
  (b)
    Chicago,
    Illinois Radio Stations
    WDEK-FM,
    WKIE-FM and
    WKIF-FM
    Disposition  WDEK-FM, WKIE-FM WKIF-FM, WDEK-FM, WKIE-FM
 F-17




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
  WKIF-FM
  (6)
    Property
    and Equipment, Net    Estimated2006


2005


Useful LivesLand

$
2,437



2,437



Building and building improvements


20,422



19,831



20 yearsTower and antenna systems


4,773



4,461



7-15 yearsStudio and technical equipment


12,180



8,813



10 yearsFurniture and fixtures


3,611



3,202



3-10 yearsTransmitter equipment


6,235



5,745



7-10 yearsLeasehold improvements


4,392



2,278



5-13 yearsComputer equipment and software


4,930



4,285



5 yearsOther


2,793



2,256



5 years61,773



53,308Less accumulated depreciation and
    amortization


(33,751
)


(30,335
)$
28,022



22,973   (7)
    Accounts
    Payable and Accrued Expenses    2006


2005Accounts payable  trade

$
2,207



6,553Accrued compensation and
    commissions


8,035



7,991Accrued professional fees


1,353



1,164Accrued music license fees


130



207Accrued legal contingencies


50



681Accrued for
    step-up
    leases


1,137



863Accrued taxes


2,502



1,798Other accrued expenses


3,208



2,230$
18,622



21,487  F-18




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
  (8)
    Senior
    Secured Credit Facilities    2006


2005Revolving credit facility of
    $25.0 million, due 2010

$




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


319,313



322,563Term loan payable due in 2013,
    with variable interest based on LIBOR plus 375 basis points






100,000319,313



422,563Less current portion


(3,250
)


(103,250
)$
316,063



319,313     Fiscal year ending
    December 31:2007

$
3,2502008


3,2502009


3,2502010


3,2502011


3,250Thereafter


303,063$
319,313   (a)
    Senior
    Secured Credit Facilities due 2012 and 2013  Senior
    Secured Credit Facility due 2012 (First Lien Credit
    Facility)
    Senior
    Secured Credit Facility due 2013 (Second Lien Credit
    Facility)
   F-19




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
      Use of
    Proceeds from Senior Credit Facilities
  5 8 5 8 5 8
  Interest
    and Fees
      Collateral
    and Guarantees
   F-20




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
   Covenants
    and Other Matters
    
    incur additional debt, incur contingent obligations and issue
    additional preferred stock;
    create liens;
    pay dividends, distributions or make other specified restricted
    payments, and restrict the ability of certain of our
    subsidiaries to pay dividends or make other payments to us;
    sell assets;
    make certain capital expenditures, investments and acquisitions;
    enter into certain transactions with affiliates;
    enter into sale and leaseback transactions; and
    merge or consolidate with any other person or sell, assign,
    transfer, lease, convey or otherwise dispose of all or
    substantially all of our assets.    (9)
    Non-interest
    Bearing Promissory Note due 2009, net  34-month
  (10)
    Other
    Long-Term Debt    2006


2005Obligation under capital lease
    with related party payable in monthly installments of $9,000,
    including interest at 6.25%, commencing June 1992. See
    notes 13 and 16

$
492



567Less current portion


(79
)


(75
)$
413



492  F-21




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
    Fiscal year ending
    December 31:2007

$
792008


842009


902010


962011


102Thereafter


41$
492   (11)
    103/4%
    Series A and B Cumulative Exchangeable Redeemable Preferred
    Stock  KXOL-FM 3 4 non-U.S. persons
  3 4 Form S-4, 3 4
    3 4
   F-22




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
   (12)
    Stockholders
    Equity  (a)
    Series C
    Convertible Preferred Stock            (b)
    Class A
    and B Common Stock  share-for-share 3 4
 F-23




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
   (c)
    Warrants    KXOL-FM,
  (d)
    Share-Based
    Payment Plans  2006
    Omnibus Equity Compensation Plan
    1999
    Stock Option Plans
    Impact of
    the Adoption of SFAS No. 123(R) Share-Based
    Payment
  Accounting for
    Stock-Based Compensation
 F-24




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
      2006Engineering and programming
    expenses

$
762Selling, general administrative
    expenses


275Corporate expenses


942Total stock-based compensation
    expense


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

$
1,979Reduction of net income

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

$
0.03   1 2
      Valuation
    Assumptions
    2006


2005


2004Expected term


7 years



5 years



7 yearsDividends to common stockholders


None



None



NoneRisk-free interest rate


4.65
%


4.25
%


3.56
%Expected volatility


65
%


69
%


77
%    F-25




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
    Stock-Based
    Payment Award Activity
    WeightedWeighted





AverageAverage


Aggregate


RemainingExercise


Intrinsic


ContractualShares


Price


Value


Life (Years)Outstanding at December 31,
    2003


2,351


$
13.05Granted


993



10.12Exercised


(89
)


6.53Forfeited


(242
)


12.99Outstanding at December 31,
    2004


3,013



12.28Granted


379



7.54Exercised






Forfeited


(453
)


13.14Outstanding at December 31,
    2005


2,939



11.54Granted


100



4.79Exercised






Forfeited


(10
)


8.21Outstanding at December 31,
    2006


3,029


$
11.33


$




5.8Exercisable at December 31,
    2006


2,552


$
11.71


$




5.5       WeightedWeighted


Average





WeightedAverage


Remaining





AverageVested


Unvested


Exercise


Contractual


Options


ExerciseRange of Exercise Prices

Options


Options


Price


Life (Years)


Exercisable


Price$ 0 - 4.99


200






$
4.80



6.9



200


$
4.805 - 9.99


1,454



381



8.70



6.7



1,454



8.6710 - 14.99


172



96



10.95



7.3



172



10.9115 - 19.99


16







15.48



0.2



16



15.4820 - 24.99


710







20.00



2.8



710



20.002,552



477



11.33



5.8



2,552



11.71  F-26




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
  Pro forma
    Information for Periods Prior to the Adoption of
    SFAS 123(R)
  Accounting for Stock-Based
    Compensation  Transition and Disclosures
    Fiscal Year Ended December 31,2005


2004Net (loss) income applicable to
    common stockholders:As reported

$
(44,719
)


8,013Deduct total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of tax


(2,940
)


(5,379
)Pro forma net (loss) income
    applicable to common stockholders

$
(47,659
)


2,634Basic and diluted net (loss)
    income per common share:As reported

$
(0.62
)


0.13Pro forma

$
(0.66
)


0.04   (13)  Commitments
  (a)
    Leases    2006


2005Building under capital lease

$
1,230



1,230Less accumulated depreciation


(897
)


(835
)$
333



395    F-27




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
     Capital


OperatingLease


LeaseFiscal year ending
    December 31:2007

$
149



6,0182008


149



4,1412009


149



3,8972010


149



3,8112011


149



3,749Thereafter


62



17,304Total minimum lease payments


807


$
38,920Less executory costs


(222
)585Less interest at 6.25%


(93
)Present value of minimum lease
    payments

$
492       Fiscal year ending
    December 31:2007

$
5692008


5852009


6062010


6132011


448Thereafter


896$
3,717  F-28




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
  (b)
    Employment
    and Service Agreements    Fiscal year ending
    December 31:2007

$
16,5272008


12,6162009


5,2422010


1,3382011


439Thereafter


27$
36,189         (c)
    401(k)
    Profit-Sharing Plan  and/or
 F-29




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
   (d)
    Other
    Commitments    Fiscal year ending
    December 31:2007

$
7,6502008


7,2602009


7,7752010


5,4232011


105Thereafter


$
28,213   (14)  Income
    Taxes
    2006


2005


2004Current:Federal

$




195



154State


307



(444
)


375Foreign


175



175



175482



(74
)


704Deferred:Federal


8,988



13,343



13,817State


1,675



3,765



1,97410,663



17,108



15,791Total for continuing operations


11,145



17,034



16,495Discontinued operations










(14
)Total income tax expense

$
11,145



17,034



16,481    F-30




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
     2006


2005Deferred tax assets:Federal and state net operating
    loss carryforwards

$
50,939



47,619Foreign net operating loss
    carryforwards


10,335



8,660Allowance for doubtful accounts


2,263



2,621Unearned revenue


164



107AMT credit


1,186



1,155Fixed assets






111Stock-based programming expense






1,199Deposit on sale of stations






22,404Other


2,533



2,17767,420



86,053Less valuation allowance


(62,247
)


(82,071
)Deferred tax asset


5,173



3,982Deferred tax liabilities:Fixed assets


99



Amortization of FCC licenses


154,868



145,649Interest accretion and other


703



3,518Derivative instrument


3,186



2,827Less deferred tax liability
    included in assets held for sale






(3,849
)Deferred tax liability


158,856



148,145Net deferred tax liability

$
153,683



144,163     2006


2005


2004Computed expected tax
    expense (benefit)


35.0
%


(35.0
)%


35.0
%State income taxes, net of federal
    benefit


6.6



(1.6
)


7.5Foreign taxes


0.3



1.0



1.1Current year change in valuation
    allowance


(28.5
)


115.3



52.6Non-deductible expenses


0.9



1.6



1.7Change in effective rate


2.5



12.1



Other


1.5







4.518.3
%


93.4
%


102.4
%    F-31




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
            (15)  Contingencies
  Environmental
    Matters
     F-32




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
   FCC
    Licenses Matters
    (16)  Related-Party
    Transactions
          (17)
    Litigation    Wolf,
    et al., Litigation
  and/or successors-in-interest
 F-33




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
   Section 10b-5
        Amigo
    Broadcasting Litigation
   F-34




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
      (18)  New
    Accounting Pronouncements
    Fair Value
    Measurements
 F-35




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
   Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial
    Statements
    (19)  Quarterly
    Results of Operations (Unaudited)
    First


Second


Third


Fourthquarter


quarter


quarter


quarterNet revenue from continuing
    operations

$
37,775



48,841



45,891



44,424Income (loss) from continuing
    operations before discontinued operations


53,541



2,431



843



(6,945
)Discontinued operations, net of tax














Net income (loss)


53,541



2,431



843



(6,945
)Dividends on preferred stock


(2,417
)


(2,417
)


(2,417
)


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

$
51,124



14



(1,574
)


(9,362
)Basic and diluted income (loss)
    per common share before discontinued operations

$
0.71







(0.02
)


(0.13
)Discontinued operations per share














Basic and diluted income (loss)
    per common share

$
0.71







(0.02
)


(0.13
)  F-36




---



##### Table of Contents



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


Second


Third


Fourthquarter


quarter


quarter


quarterNet revenue from continuing
    operations

$
35,339



44,575



43,047



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


41



122



(33,039
)


(2,386
)Discontinued operations, net of tax


(2
)


(1
)


3



(8
)Net income (loss)


39



121



(33,036
)


(2,394
)Dividends on preferred stock


(2,282
)


(2,343
)


(2,406
)


(2,418
)Net loss applicable to common
    stockholders

$
(2,243
)


(2,222
)


(35,442
)


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

$
(0.03
)


(0.03
)


(0.49
)


(0.07
)Discontinued operations per share














Basic and diluted loss per common
    share

$
(0.03
)


(0.03
)


(0.49
)


(0.07
)   (20)  Segment
    Data
   F-37




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
    Fiscal years ended2006


2005(In thousands)Net revenue:Radio

$
172,081



169,832Television


4,850



Consolidated

$
176,931



169,832Engineering and programming
    expense:Radio

$
33,798



32,098Television


16,882



1,949Consolidated

$
50,680



34,047Selling, general and
    administrative:Radio

$
66,383



67,875Television


8,041



1,240Consolidated

$
74,424



69,115Operating income (loss) before
    depreciation and amortization and loss (gain) on sales of
    assets, net:Radio

$
71,900



69,859Television


(20,073
)


(3,189
)Corporate


(14,440
)


(14,359
)Consolidated

$
37,387



52,311Depreciation and amortization:Radio

$
2,637



2,343Television


355



81Corporate


999



1,023Consolidated

$
3,991



3,447Operating income (loss):Radio

$
120,058



66,871Television


(20,428
)


(3,270
)Corporate


(15,439
)


(15,382
)Consolidated

$
84,191



48,219Capital expenditures:Radio

$
4,387



2,562Television


2,948



1,326Corporate


1,246



596Consolidated

$
8,581



4,484   December 312006


2005Total assets:Radio

$
880,364



1,010,020Television


49,376



3,197Consolidated

$
929,740



1,013,217  F-38




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES
  Notes to Consolidated Financial Statements 
    Continued
  (21)  Subsequent
    Events
           F-39




---



##### Table of Contents



SPANISH
    BROADCASTING SYSTEM, INC.
    AND SUBSIDIARIES   Financial Statement Schedule  Valuation and
    Qualifying Accounts
    Years ended December 31, 2006, 2005 and 2004
  Charged


ChargedBalance


to Cost


to Other





Balance atDescription

Beginning of Year


and Expense


Accounts(1)


Deductions(2)


End of Year(In thousands)Fiscal year ended
    December 31, 2006:Allowance for doubtful accounts

$
3,832



1,443







892



4,383Valuation allowance on deferred
    taxes


82,071



(17,384
)


(2,440
)






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


3,440



1,046







654



3,832Valuation allowance on deferred
    taxes


69,282



21,017



(8,228
)






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


2,898



1,458







916



3,440Valuation allowance on deferred
    taxes


73,533



(4,251
)










69,282     (1)
    
    True-up to
    tax returns of deferred tax accounts.(2)
    
    Cash write-offs, net of recoveries.   F-40




---



##### Table of Contents



(b)
    Exhibits:  Regulation S-K,
  Exhibit Number



Exhibit Description3
.1



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



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



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



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



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



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



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



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



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



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



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



Indenture with respect to
    95/8% Senior
    Subordinated Notes due 2009 with The Bank of New York as
    Trustee, dated November 2, 1999 (incorporated by reference
    to the Current Report on
    Form 8-K
    dated November 2, 1999 (the 1999 Current
    Report)). 64




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##### Table of Contents



Exhibit Number



Exhibit Description4
.9



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



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



Certificate of Elimination of
    141/4%
    of Senior Exchangeable Preferred Stock, Series A of the
    Company, dated October 28, 2003 (incorporated by reference
    to Exhibit 3.3 of the Companys Quarterly Report on
    Form 10-Q
    filed November 14, 2003).4
.12



Certificate of Designation Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the Series C Convertible
    Preferred Stock of the Company (Certificate of Designation
    of Series C Preferred Stock) (incorporated by
    reference to Exhibit 4.1 of the Companys Current
    Report on
    Form 8-K
    filed on December 27, 2004).4
.13



Certificate of Correction to
    Certificate of Designation of Series C Preferred Stock of
    the Company dated January 7, 2005 (incorporated by
    reference to Exhibit 4.13 of the Companys Annual
    Report filed on
    Form 10-K
    for the fiscal year 2004).10
.1



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



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



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



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



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



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



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



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



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



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



Agreement of Lease dated as of
    March 1, 1996
    No. WT-174-A119
    1067 between The Port Authority of New Jersey and SBS of Greater
    New York, Inc. as assignee of Park Radio (incorporated by
    reference to the 1996 Current Report).10
.12



Asset Purchase Agreement dated as
    of July 2, 1997, by and between Spanish Broadcasting
    System, Inc. (New Jersey), Spanish Broadcasting System of
    California, Inc., Spanish Broadcasting System of Florida, Inc.,
    Spanish Broadcasting System, Inc., and
    One-on-One
    Sports, Inc. (incorporated by reference to Exhibit 10.62 of
    the Companys Registration Statement on
    Form S-4
    (Commission File
    No. 333-26295)). 65




---



##### Table of Contents



Exhibit Number



Exhibit Description10
.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).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). 66




---



##### Table of Contents



Exhibit Number



Exhibit Description10
.30



93.5 Time Brokerage Agreement,
    dated March 13, 2001, by and between Spanish Broadcasting
    System Southwest, Inc. and International Church of the
    FourSquare Gospel (incorporated by reference to
    Exhibit 10.4 of the Companys
    5/9/01
    Quarterly Report).10
.31



Radio Network Affiliation
    Agreement, dated April 5, 2001, between Clear Channel
    Broadcasting, Inc. and SBS of San Francisco, Inc.
    (incorporated by reference to Exhibit 10.5 of the
    Companys
    5/9/01
    Quarterly Report).10
.32



First Amendment to Credit
    Agreement, dated as of March 5, 2001, by and among the
    Company, the lenders party to the Credit Agreement dated as of
    July 6, 2000 and Lehman Commercial Paper, Inc.
    (incorporated by reference to Exhibit 10.1 of the
    Companys
    5/9/01
    Quarterly Report).10
.33



Purchase Agreement dated
    May 24, 2001 between the Company and Lehman Brothers Inc.
    with respect to
    95/8% Senior
    Subordinated Notes due 2009 (incorporated by reference to the
    Companys 2001
    Form S-3).10
.34



Registration Rights Agreement
    dated June 8, 2001 between the Company and Lehman Brothers
    Inc. with respect to
    95/8% Senior
    Subordinated Notes due 2009 (incorporated be reference to the
    Companys 2001
    Form S-3).10
.35



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




---



##### Table of Contents



Exhibit Number



Exhibit Description10
.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 Churchof 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).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). 68




---



##### Table of Contents



Exhibit Number



Exhibit Description10
.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
    103/4%
    Series A Cumulative Exchangeable Redeemable Preferred Stock
    (incorporated by reference to Exhibit 10.8 of the
    Companys
    11/14/03
    Quarterly Report).10
.66*



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




---



##### Table of Contents



Exhibit Number



Exhibit Description10
.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).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). 70




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##### Table of Contents



Exhibit Number



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.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 of
    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). 71




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##### Table of Contents



Exhibit Number



Exhibit Description10
.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 of
    Form 8-K
    filed on October 30, 2006 (the
    10/30/06
    Current Report)).10
.107



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



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



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



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



Loan Agreement dated
    January 4, 2007, by and between Wachovia Bank, National
    Association (Wachovia) and SBS Miami Broadcast
    Center (incorporated by reference to Exhibit 10.1 of the
    Companys Current Report on
    Form 8-K
    filed on January 10, 2006 (the
    1/10/06
    Current Report)).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).14
.1



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



List of Subsidiaries of the
    Company.23
.1



Consent of KPMG LLP.24
.1



Power of Attorney (included on the
    signature page of this Annual Report on
    Form 10-K). 72




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##### Table of Contents



Exhibit Number



Exhibit Description31(i)
.1



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



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



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



Chief Financial Officers
    Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.99
.1



Form of Notice of Redemption,
    dated June 10, 2005, with respect to the redemption of the
    registrants
    95/8% Senior
    Subordinated Notes due 2009 under the indenture dated as of
    November 2, 1999 (incorporated by reference to
    Exhibit 99.1 of the Companys Current Report on
    Form 8-K
    filed June 16, 2005).99
.2



Form of Notice of Redemption,
    dated June 10, 2005, with respect to the redemption of the
    registrants
    95/8% Senior
    Subordinated Notes due 2009 under the indenture dated as of
    June 8, 2001 (incorporated by reference to
    Exhibit 99.2 of the Companys Current Report on
    Form 8-K
    filed June 16, 2005).     *
    
    Indicates a management contract or compensatory plan or
    arrangement, as required by Item 15(a)(3) of
    Form 10-K. 73




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##### Table of Contents



SIGNATURES
    Spanish Broadcasting System, Inc.
  By:
    /s/  Raúl
    Alarcón, Jr.   Title:
    Chairman of the Board of Directors,   attorney-in-fact, attorney-in-fact attorneys-in-fact
    Signature/s/  Raúl
    Alarcón
    Jr.Raúl
    Alarcón, Jr.

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

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

Director/s/  Dan
    MasonDan
    Mason

Director/s/  Antonio
    S.
    FernandezAntonio
    S. Fernandez

Director/s/  Jose
    A. VillamilJose
    A. Villamil

Director/s/  Jason
    L. ShrinskyJason
    L. Shrinsky

Director  74




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNumber



Exhibit Description3
.1



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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




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##### Table of Contents



ExhibitNumber



Exhibit Description4
.12



Certificate of Designation Setting
    Forth the Voting Power, Preferences and Relative, Participating,
    Optional and Other Special Rights and Qualifications,
    Limitations and Restrictions of the Series C Convertible
    Preferred Stock of the Company (Certificate of Designation
    of Series C Preferred Stock) (incorporated by
    reference to Exhibit 4.1 of the Companys Current
    Report on
    Form 8-K
    filed on December 27, 2004).4
.13



Certificate of Correction to
    Certificate of Designation of Series C Preferred Stock of
    the Company dated January 7, 2005 (incorporated by
    reference to Exhibit 4.13 of the Companys Annual
    Report filed on
    Form 10-K
    for the fiscal year 2004).10
.1



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



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



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



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



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



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



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



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



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



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



Agreement of Lease dated as of
    March 1, 1996
    No. WT-174-A119
    1067 between The Port Authority of New Jersey and SBS of Greater
    New York, Inc. as assignee of Park Radio (incorporated by
    reference to the 1996 Current Report).10
.12



Asset Purchase Agreement dated as
    of July 2, 1997, by and between Spanish Broadcasting
    System, Inc. (New Jersey), Spanish Broadcasting System of
    California, Inc., Spanish Broadcasting System of Florida, Inc.,
    Spanish Broadcasting System, Inc., and
    One-on-One
    Sports, Inc. (incorporated by reference to Exhibit 10.62 of
    the Companys Registration Statement on
    Form S-4
    (Commission File
    No. 333-26295)).10
.13



Amendment No. 1 dated as of
    September 29, 1997 to the Asset Purchase Agreement dated as
    of July 2, 1997, by and between Spanish Broadcasting
    System, Inc. (New Jersey), Spanish Broadcasting System of
    California, Inc., Spanish Broadcasting System of Florida, Inc.,
    Spanish Broadcasting System, Inc., and
    One-on-One
    Sports, Inc. (incorporated by reference to the Companys
    Registration Statement on
    Form S-1,
    dated January 21, 1999 (Commission File
    No. 333-29449)).10
.14



Extension of lease of a
    Condominium Unit (Metropolitan Tower Condominium) between
    Raúl Alarcón, Jr. (Landlord) and
    Spanish Broadcasting System, Inc. (Tenant)
    (incorporated by reference to the Companys 1998 Annual
    Report on
    Form 10-K).10
.15*



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




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##### Table of Contents



ExhibitNumber



Exhibit Description10
.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).10
.21



Credit Agreement, dated as of
    July 6, 2000, among Spanish Broadcasting System, Inc., a
    Delaware corporation, the several banks and other financial
    institutions or entities from time to time party to the Credit
    Agreement and Lehman Commercial Paper Inc., as administrative
    agent (incorporated by reference to Exhibit 10.44 of the
    Companys Annual Report on
    Form 10-K
    for fiscal year 2000 (the 2000
    Form 10-K)).10
.22



Guarantee and Collateral Agreement
    made by Spanish Broadcasting System, Inc. and certain of its
    subsidiaries in favor of Lehman Commercial Paper, Inc. as
    Administrative Agent, dated as of July 6, 2000
    (incorporated by reference to Exhibit 10.45 of the
    Companys 2000
    Form 10-K).10
.23*



Employment Agreement dated
    August 31, 2000, between William Tanner and the Company
    (incorporated by reference to Exhibit 10.47 of the
    Companys 2000
    Form 10-K).10
.24



Deed of Constitution of Mortgage,
    Cadena Estereotempo, Inc., as Mortgagor, and Banco Bilbao
    Vizcaya Puerto Rico, as Mortgagee (incorporated by reference to
    Exhibit 10.49 of the Companys 2000
    Form 10-K).10
.25



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



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



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



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



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



93.5 Time Brokerage Agreement,
    dated March 13, 2001, by and between Spanish Broadcasting
    System Southwest, Inc. and International Church of the
    FourSquare Gospel (incorporated by reference to
    Exhibit 10.4 of the Companys
    5/9/01
    Quarterly Report).10
.31



Radio Network Affiliation
    Agreement, dated April 5, 2001, between Clear Channel
    Broadcasting, Inc. and SBS of San Francisco, Inc.
    (incorporated by reference to Exhibit 10.5 of the
    Companys
    5/9/01
    Quarterly Report).10
.32



First Amendment to Credit
    Agreement, dated as of March 5, 2001, by and among the
    Company, the lenders party to the Credit Agreement dated as of
    July 6, 2000 and Lehman Commercial Paper, Inc.
    (incorporated by reference to Exhibit 10.1 of the
    Companys
    5/9/01
    Quarterly Report).10
.33



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




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.34



Registration Rights Agreement
    dated June 8, 2001 between the Company and Lehman Brothers
    Inc. with respect to
    95/8% Senior
    Subordinated Notes due 2009 (incorporated be reference to the
    Companys 2001
    Form S-3).10
.35



Form of Indemnification Agreement
    with Carl Parmer dated as of August 9, 2001 (incorporated
    by reference to Exhibit 10.48 to the Companys Annual
    Report on
    Form 10-K
    filed December 31, 2001).10
.36*



Stock Option Agreement dated as of
    January 15, 2001 between the Company and Joseph A.
    García (incorporated by reference to Exhibit 10.49 to
    the Companys Annual Report on
    Form 10-K
    filed December 31, 2001).10
.37*



Form of Stock Option Agreement
    dated as of October 29, 2001 between Spanish Broadcasting
    System, Inc. and Carl Parmer (incorporated by reference to
    Exhibit 10.51 to the Companys Annual Report on
    Form 10-K
    filed December 31, 2001).10
.38



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



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



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



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



Stock Option Agreement dated as of
    January 16, 2002 between the Company and Joseph A.
    García (incorporated by reference to Exhibit 10.1 to
    the Companys Quarterly Report on
    Form 10-Q
    filed May 2, 2002).10
.43



Asset Purchase Agreement dated
    June 4, 2002 by and among the Company, KTCY Licensing, Inc.
    and Entravision  Texas Limited Partnership
    (incorporated by reference to Exhibit 10.1 to the
    Companys Quarterly Report on
    Form 10-Q
    filed August 14, 2002).10
.44



Time Brokerage Agreement dated as
    of June 4, 2002 between KTCY Licensing, Inc. as Licensee
    and Entravision Communications Corporation as Programmer
    (incorporated by reference to Exhibit 10.2 to the
    Companys Quarterly Report on
    Form 10-Q
    filed August 14, 2002).10
.45*



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



Companys 1999 Stock Option
    Plan for Non-Employee Directors as amended on May 6, 2002
    (incorporated by reference to Exhibit 10.4 to the
    Companys Quarterly Report on
    Form 10-Q
    filed August 14, 2002).10
.47*



Stock Option Agreement dated as of
    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)).




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.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).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).




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.65



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



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




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.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).10
.89



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



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



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



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



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



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



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




---



##### Table of Contents



ExhibitNumber



Exhibit Description10
.96



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



Amendment to Amended and Restated
    Employment Agreement, dated as of July 21, 2005, between
    Spanish Broadcasting System, Inc. and Marko Radlovic.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 of
    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).10
.106



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



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



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



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



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




---



##### 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).14
.1



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



List of Subsidiaries of the
    Company.23
.1



Consent of KPMG LLP.24
.1



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



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



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



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



Chief Financial Officers
    Certification pursuant to 18 U.S.C. Section 1350, as
    adopted pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.99
.1



Form of Notice of Redemption,
    dated June 10, 2005, with respect to the redemption of the
    registrants
    95/8% Senior
    Subordinated Notes due 2009 under the indenture dated as of
    November 2, 1999 (incorporated by reference to
    Exhibit 99.1 of the Companys Current Report on
    Form 8-K
    filed June 16, 2005).99
.2



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