AMENDMENT NO. 3

Exhibit 10.2

AMENDMENT XX. 0

XXXXXXXXX XX. 0 dated as of May 2, 2003 among HISPANIC BROADCASTING CORPORATION, formerly known as Heftel Broadcasting Corporation (the “Borrower”); the SUBSIDIARY GUARANTORS listed on the signature pages hereto; and the LENDERS listed on the signature pages hereto (the “Lenders”).

The Borrower, the Subsidiary Guarantors, the Lenders and The Chase Manhattan Bank, as administrative agent, are parties to a Credit Agreement dated as of February 14, 1997 (as heretofore modified and supplemented and in effect on the date hereof, the “Credit Agreement”) providing, subject to the terms and conditions thereof, for extensions of credit to be made by said Lenders to the Borrower.  The Borrower, the Subsidiary Guarantors and the Lenders wish to amend the Credit Agreement in certain respects, and accordingly, the parties hereto hereby agree as follows:

Section 1.  Definitions.  Except as otherwise defined in this Amendment No. 3, terms defined in the Credit Agreement (as amended hereby) are used herein as defined therein.

Section 2.  Amendments.  Subject to the satisfaction of the conditions precedent specified in Section 4 below, but effective as of the date hereof, the Credit Agreement shall be amended as follows:

2.01.  References in the Credit Agreement (including references to the Credit Agreement as amended hereby) to “this Agreement” (and indirect references such as “hereunder”, “hereby”, “herein” and “hereof”) shall be deemed to be references to the Credit Agreement as amended hereby.

2.02.  Clause (vi) of the definition of “Permitted Lien” in Section 1.01 of the Credit Agreement shall be amended by replacing the dollar amount of “$5,000,000” therein with the dollar amount “$35,000,000”.

2.03.  Section 7.01(d) shall be amended by by replacing dollar amount of “$5,000,000” therein with the dollar amount “$35,000,000”.

Section 3.  Representations and Warranties.  The Borrower represents and warrants to the Lenders that the representations and warranties set forth in Article IV of the Credit Agreement are true and complete on the date hereof as if made on and as of the date hereof and as if each reference in said Article IV to the Credit Agreement included reference to the Credit Agreement as amended by this Amendment No. 3.

Section 4.  Conditions Precedent.  As provided in Section 2 above, the amendments to the Credit Agreement set forth in said Section 2 shall become effective, as of the date hereof, upon the execution and delivery by each of the Borrower, the Subsidiary Guarantors, and Lenders representing Required Lenders.

Section 5.    Miscellaneous.  Except as herein provided, the Credit Agreement shall remain unchanged and in full force and effect.  This Amendment No. 3 may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Amendment No. 3 by signing any such counterpart.  This Amendment No. 3 shall be governed by, and construed in accordance with, the law of the State of New York.

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be duly executed and delivered as of the day and year first above written.

	HISPANIC BROADCASTING CORPORATION (formerly known as Heftel Broadcasting Corporation)
	By	/s/ Xxx X. Xxxx
		Title:	Vice President and
			Treasurer

SUBSIDIARY GUARANTORS

HBC BROADCASTING TEXAS, L.P.

By HBC GP Texas, Inc.,
its general partner

HBC FLORIDA, INC.

HBC HOUSTON LICENSE CORP.

HBC INVESTMENTS, INC.

HBC-LAS VEGAS, INC.

HBC LICENSE CORP.

HBC LOS ANGELES, INC.

HBC NETWORK, INC.

HBC NEW YORK, INC.

HBC PHOENIX, INC.

HBC SAN DIEGO, INC.

HBC TOWER COMPANY, INC.

HBCi, INC.

KCYT-FM LICENSE CORP.

KECS-FM LICENSE CORP.

KESS-AM LICENSE CORP.

KESS-TV LICENSE CORP.

KHCK-FM LICENSE CORP.

KICI-AM LICENSE CORP.

KICI-FM LICENSE CORP.

KLSQ-AM LICENSE CORP.

KLVE-FM LICENSE CORP.

KMRT-AM LICENSE CORP.

KTNQ-AM LICENSE CORP.

LA OFERTA, INC.

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	LICENSE CORP. NO. 1
	LICENSE CORP. NO. 2
	MI CASA PUBLICATIONS, INC.
	MOMENTUM RESEARCH, INC.
	SPANISH COAST-TO-COAST, LTD.
	TC TELEVISION, INC.
	XXXXXXXX LICENSE CORPORATION
	TMS ASSETS CALIFORNIA, INC.
	TMS LICENSE CALIFORNIA, INC.
	WADO RADIO, INC.
	WADO-AM LICENSE CORP.
	WLXX-AM LICENSE CORP.
	WPAT-AM LICENSE CORP.
	WQBA-AM LICENSE CORP.
	WQBA-FM LICENSE CORP.
	By		/s/  Xxx X. Xxxx
			Xxx Xxxx
			Vice President and Treasurer
			All above entities
	HBC ILLINOIS, INC.
	By		/s/ Xxxxx Xxxx
			Xxxxx Xxxx
			President
			HBC ILLINOIS, INC.

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LENDERS

ABN AMRO BANK N.V.			BANK OF HAWAII
By			By
	Title:			Title:
By
	Title:
BANK OF MONTREAL			THE BANK OF NEW YORK
By	/s/  Xxxxx X. Xxxxxx		By	/s/  Xxxxxxx X. Xxxxxxx
	Title: Vice President			Title: Vice President
THE BANK OF NOVA SCOTIA			THE CHASE MANHATTAN BANK
By	/s/  Xxxx X. Xxxxxxxx		By
	Title: Authorized Signatory			Title:
CIBC, INC.			CREDIT AGRICOLE INDOSUEZ
By	/s/  Xxxx X. Xxxxxxx		By	/s/  Xxxxxxxx X. Xxxxx
	Title: Executive Director			Title: Vice President
			By	/s/  Xxxxxxx X. Xxxxxx
				Title: Vice President
FLEET BANK, X.X.			XXXXXX BANK, N.A.
By	/s/  Xxxxxx Xxxxxxxx		By
	Title: Managing Director			Title:

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MICHIGAN NATIONAL BANK			SUNTRUST BANK
By			By	/s/  Xxxxxxx X. Xxxxxxxx, Xx.
	Title:			Title: Vice President
TORONTO DOMINION (TEXAS), INC.			UNION BANK OF CALIFORNIA, N.A.
By	/s/  Xxxxx Xxxxxx		By
	Title: Vice President			Title:
BANK OF SCOTLAND
By	/s/  Xxxxxx Xxxxxx
	Title: First Vice President

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