Underwriting Agreement

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 1.1

Class A Common Stock ($.01 par value)

January 7, 0000

Xxxx xx Xxxxxxx Securities LLC
as Representative (the "Representative") of
the several Underwriters named in Schedule I hereto,

c/o Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Ladies and Gentlemen:

Univision Communications Inc., a Delaware corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") 15,815,999 shares of Class A Common Stock, $.01 par value ("Class A Common Stock") of the Company (the "Shares"). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms "Representatives" and "Underwriters" shall mean either the singular or plural as the context requires.

1. Registration Statement and Prospectus. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission"), in accordance with the provisions of the Securities Act of 1933, as amended, and the published rules and regulations of the Commission thereunder (collectively, the "Securities Act"), a registration statement on Form S-3 (No. 333-110981), including a base prospectus relating to the Shares. The registration statement as amended at the time it became effective on December 15, 2003, including all exhibits and information, if any, deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act, is referred to herein as the "Registration Statement"; and the base prospectus dated December 15, 2003, as supplemented by the prospectus supplement dated January 7, 2004 relating to the Shares in the form first used to confirm sales of the Shares and filed or to be filed pursuant to Rule 424(b) under the Securities Act (the "Prospectus Supplement"), is referred to herein as the "Prospectus." Any reference herein to the Registration Statement, a preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such preliminary prospectus or the Prospectus (the "Incorporated Documents"), and, except as otherwise indicated, when reference is made to information "in" (including by use of the terms "set forth in," "described in" and similar expressions) the Prospectus or the Registration Statement, such reference shall be deemed to include information incorporated by reference in the Registration Statement or the Prospectus, as the case may be. Any reference to an amendment or supplement to the Prospectus shall be deemed to include any documents filed after the date of the Prospectus under the Securities Exchange Act of 1934, as amended, and the published rules and regulations of the Commission thereunder (the "Exchange Act") and incorporated by reference in the Prospectus.

2. Representations, Warranties and Agreements. The Company represents and warrants to, and agrees with, each of the Underwriters that:

(a) Each preliminary prospectus included as part of the Registration Statement as originally filed or any amendment or supplement thereto, or filed pursuant to Rule 424(a) under the

Securities Act, complied when so filed in all material respects with the requirements of the Securities Act. The Commission has not issued any order preventing or suspending the use of any preliminary prospectus;

(b) The Registration Statement has become effective under the Securities Act; the Registration Statement, as of at its effective date, complied, and, as of the date of any post-effective amendment or supplement, will comply, in all material respects with the requirements of the Securities Act, and did not, as of any such date, and will not, at any time through and including the Time of Delivery (as defined in Section 5 hereof) or, if later, the date of completion of the offering of the Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus (and any amendments or supplements thereto) complied, as of its issue date, and will, at all times through and including the Time of Delivery or, if later, the date of completion of the offering of the Shares, comply in all material respects with the requirements of the Securities Act and did not, as of any such date, and will not, at any such time, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that no representation or warranty is made as to information contained in or omitted from the Registration Statement or the Prospectus in reliance upon and in conformity with information in writing furnished to the Company by the Underwriters through the Representative specifically for inclusion therein;

(c) The Incorporated Documents, at the time they were filed with the Commission or, to the extent such documents were subsequently amended prior to the date hereof, at the time so amended, complied in all material respects with the requirements of the Exchange Act, and the Incorporated Documents do not, as of the date hereof, and will not, at all times through and including the Time of Delivery or, if later, the date of completion of the offering of the Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. Any further documents so filed and incorporated by reference in the Prospectus will, at the time they were filed with the Commission, comply in all material respects with the requirements of the Exchange Act and will not, at all times through and including the Time of Delivery or, if later, the date of completion of the offering of the Shares, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(d) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial statements included in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which has had or would have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole, except as set forth in the Prospectus; and, since the respective dates as of which information is given in the Prospectus, there has not been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any material adverse change, or any development involving a prospective material adverse change, in or affecting the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole, in each case otherwise than as set forth in the Prospectus;

(e) Except as set forth in the Prospectus or such as are not material to the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole, the Company and each of its subsidiaries has good and marketable title, free and clear of all liens, claims, encumbrances and restrictions (except liens, claims, encumbrances or restrictions contemplated by the Credit Agreement, dated as of July 18, 2001, as amended, entered into by and

among the Company, certain subsidiaries of the Company, the lenders party thereto, BNP Paribas and X.X. Xxxxxx Securities Inc., as joint book managers and joint lead arrangers, and JPMorgan Chase Bank, as administrative agent (the "Credit Facility"), and liens for taxes not yet due and payable), to all property and assets described in the Prospectus as being owned by it. All leases to which the Company or any of its subsidiaries is a party are valid and binding, and no default has occurred or is continuing thereunder which might result in any material adverse change in the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole, and the Company and its subsidiaries enjoy peaceful and undisturbed possession under all such leases to which any of them is a party as lessee with such exceptions as do not materially interfere with the use made by the Company or such subsidiary;

(f) (i) Each of the Company and its subsidiaries that is a corporation has been duly incorporated, is validly existing as a corporation in good standing under the laws of its jurisdiction of incorporation and has the corporate power and authority to carry on its business as it is currently being conducted and to own, lease and operate its properties; and each of the Company and such subsidiaries is duly qualified and is in good standing as a foreign corporation authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole;

(ii) each of the Company's subsidiaries that is a partnership is a duly formed general or limited partnership, as the case may be, and is validly existing as a general or limited partnership, as the case may be, under the laws of the jurisdiction of its organization, with full partnership power and authority to carry on its business as it is currently being conducted and to own, lease and operate its properties, and each of such subsidiaries is duly qualified and is in good standing as a foreign partnership authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole; and

(iii) each of the Company's subsidiaries that is a limited liability company is a duly organized limited liability company and is validly existing as a limited liability company under the laws of the jurisdiction of its organization, with full limited liability company power and authority to carry on its business as it is currently being conducted and to own, lease and operate its properties, and each of such subsidiaries is duly qualified and is in good standing as a limited liability company authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole;

(g) The Company's authorized equity capitalization is as set forth in the Prospectus; the capital stock of the Company conforms in all material respects to the description thereof contained in the Prospectus; all of the outstanding shares of capital stock of the Company (including the Class A Common Stock) have been duly and validly authorized and issued and are fully paid and nonassessable; the Shares have been duly and validly authorized, and, when issued and delivered to and paid for by the Underwriters in accordance with this Agreement, will be fully paid and nonassessable; the Company has not granted or issued to any holders of outstanding shares of capital stock of the Company any preemptive or other rights to subscribe for the Shares and, except as set forth in the Prospectus, the Company has not granted or issued any options, warrants

or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of or ownership interests in the Company;

(h) All of the outstanding shares of capital stock of each of the Company's subsidiaries that is a corporation have been duly authorized and validly issued and are fully paid and non-assessable; all of the outstanding partnership interests in each of the Company's subsidiaries that is a partnership have been duly authorized by such partnership; all of the outstanding limited liability company interests in each of the Company's subsidiaries that is a limited liability company have been duly authorized and validly issued and are fully paid and non-assessable; and all of such shares of capital stock, partnership interests and limited liability company interests owned directly or indirectly of record by the Company, are owned free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature, except for those contemplated by the Company's Credit Facility;

(i) This Agreement has been duly authorized, executed and delivered by the Company;

(j) The Stock Purchase Agreement dated January 7, 2004 (the "Purchase Agreement") between the Company and Clear Channel Investments, Inc. has been duly authorized, executed and delivered by the Company and, assuming that it constitutes a valid and legally binding agreement of Clear Channel Investments, Inc., constitutes a valid and legally binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to enforceability;

(k) The description of the Purchase Agreement contained in the Registration Statement and the Prospectus conforms in all material respects with the terms of the Purchase Agreement;

(l) None of the transactions contemplated by this Agreement (including, without limitation, the use of the proceeds from the sale of the Shares) will violate or result in a violation of Section 7 of the Exchange Act, or any regulation promulgated thereunder, including, without limitation, Regulations T, U, and X of the Board of Governors of the Federal Reserve System;

(m) Prior to the date hereof, none of the Company and any of its affiliates has taken any action which is designed to or which has constituted or which might have been expected to cause or result in stabilization or manipulation of the price of any security of the Company in connection with the offering of the Shares;

(n) The issue and sale of the Shares and the compliance by the Company with all of the provisions of this Agreement and the Purchase Agreement and the consummation of the transactions herein and therein contemplated will not (i) conflict with or result in a breach or violation of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the properties or assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of (A) the certificate of incorporation or by-laws or equivalent constitutive documents of the Company or any of its subsidiaries or (B) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its subsidiaries or any of their properties or assets; and (iii) require any consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body for the issue and sale of the Shares or the consummation by the Company or any of its subsidiaries of the transactions contemplated by this Agreement and the Purchase Agreement, except for such consents, approvals, authorizations, registrations or qualifications as have been obtained under the

Securities Act or as may be required under Blue Sky or state securities laws in connection with offers of the Shares by the Underwriters;

(o) Neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws or other constitutive documents; neither the Company nor any of its subsidiaries is in default in the performance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or assets is bound, which violation or default would have a material adverse affect on the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole;

(p) Except as set forth in the Prospectus, there are no legal or governmental proceedings pending or, to the Company's knowledge, threatened or contemplated to which the Company or any of its subsidiaries is or could be a party or to which any of their respective properties or assets is or could be subject that are required to be described in the Prospectus and are not so described, nor are there any contracts or other documents that are required to be described in the Prospectus that are not so described, incorporated by reference therein or filed as exhibits to any Incorporated Documents that are incorporated by reference therein, as required or otherwise permitted;

(q) The Company and its subsidiaries hold all Federal Communications Commission ("FCC") permits, licenses, authorizations and approvals for the broadcast stations listed in Attachment B to Annex II hereto (collectively, the "Authorizations") that are necessary to conduct their respective businesses in the manner in which they are currently being conducted. The Authorizations are in full force and effect; the operations of the stations owned or operated by the Company or any of its subsidiaries (the "Stations") are in all material respects in compliance with the Communications Act of 1934, as amended, and the rules, regulations, written policies and decisions of the FCC thereunder (collectively, the "Communications Act"); and all reports and documents that are required to be filed by the Communications Act with respect to the ownership, management or operation of the Stations have been duly and timely filed, except for such reports or documents the failure to file which will not have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole;

Except as set forth in the Prospectus, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, material adverse modification, forfeiture or non-renewal of any of the Authorizations, except for such conditions or events which would not have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole; and there are no judgments, decrees, complaints, petitions, filings or orders issued or, to the Company's knowledge, threatened by the FCC, other proceedings pending or, to the Company's knowledge, threatened before the FCC (other than rulemakings of general applicability to the broadcast industry), or events that have occurred which would result in the suspension, revocation, material adverse modification, forfeiture or non-renewal of any of the Authorizations, except for such that would not have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole;

(r) Neither the Company nor any of its subsidiaries is in violation of any statute or any order, rule or regulation of any court or governmental agency or body (including, without limitation, statutes, regulations, rules or orders relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), the Employee Retirement Income Security Act of 1974, as amended, or the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder),

except for such violations which, individually or in the aggregate, would not have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole;

(s) There are no costs or liabilities associated with any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws, any related constraints on operating activities and any potential liabilities to third parties under Environmental Laws which would, individually or in the aggregate, have a material adverse effect on the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole;

(t) Each of the Company and its subsidiaries maintains insurance of the types and in the amounts generally deemed adequate for its business;

(u) There is (i) no significant unfair labor practice complaint pending or, to the Company's knowledge, threatened against the Company or any of its subsidiaries, before the National Labor Relations Board or any state or local or non-U.S. labor relations board, and no significant grievance or more significant arbitration proceeding arising out of or under any collective bargaining agreement is so pending or, to the Company's knowledge, threatened against the Company or any of its subsidiaries, and (ii) no significant strike, labor dispute, slowdown or stoppage pending or, to the Company's knowledge, threatened against the Company or any of its subsidiaries except for such actions specified in clause (i) or (ii) above, which, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole;

(v) (i) The consolidated financial statements of the Company in the Registration Statement or the Prospectus, together with related notes and schedules, present fairly the consolidated financial position, results of operations and changes in financial position of the Company and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply; these financial statements and related notes and schedules have been prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data of the Company set forth in the Registration Statement or the Prospectus are, in all material respects, accurately presented and prepared on a basis consistent with these financial statements and the books and records of the Company;

(ii) the consolidated financial statements of Hispanic Broadcasting Corporation in the Registration Statement or the Prospectus, together with related notes and schedules, present fairly the consolidated financial position, results of operations and changes in financial position of Hispanic Broadcasting Corporation and its subsidiaries on the basis stated therein at the respective dates or for the respective periods to which they apply; these financial statements and related notes and schedules have been prepared in accordance with generally accepted accounting principles in the United States consistently applied throughout the periods involved, except as disclosed therein; and the other financial and statistical information and data of Hispanic Broadcasting Corporation set forth in the Registration Statement or the Prospectus are, in all material respects, accurately presented and prepared on a basis consistent with these financial statements and the books and records of Hispanic Broadcasting Corporation; and

(iii) the pro forma financial information set forth in the Registration Statement and the Prospectus has been prepared in all material respects in accordance with applicable requirements of Regulation S-X under the Exchange Act and has been properly computed on the bases described therein and gives effect to the assumptions used in the preparation thereof

on a reasonable basis and in good faith and presents fairly in all material respects the historical transactions described in the Prospectus;

(w) The Company is in compliance with Section 13(b)(2) of the Exchange Act in all material respects; and without limiting the generality of the preceding clause, each of the Company and its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences;

(x) All material tax returns required to be filed by each of the Company and its subsidiaries in any jurisdiction have been filed, other than those filings being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due pursuant to such returns or pursuant to any assessment received by the Company or any of its subsidiaries have been paid, other than those being contested in good faith and for which adequate reserves have been provided;

(y) Each of the Company and its subsidiaries possesses, or possesses the right to use, the patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks and trade names (collectively, "Intellectual Property") presently employed by it in connection with the businesses now operated by it; neither the Company nor any of its subsidiaries has received any notice of infringement of or conflict with asserted rights of others with respect to the foregoing which, individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a material adverse change in the business, financial condition or results of operations of the Company and its subsidiaries taken as a whole; and the use of such Intellectual Property in connection with the business and operations of the Company and its subsidiaries does not, to the Company's knowledge, infringe in any material respect on the rights of any person;

(z) To the Company's knowledge, the Company is in compliance with and, upon consummation of the offering and sale of the Shares, the Company will take all commercially reasonable steps to remain in compliance with Section 310(b) of the Communications Act with respect to the collective equity interests in the Company owned or voted, directly or indirectly, by aliens, entities organized under the laws of foreign governments or the representatives of either, except for such noncompliance that will not have a material adverse effect on the business, properties, financial condition or results of operations of the Company and its subsidiaries taken as a whole;

(aa) The Company is not, and after giving effect to the offering and sale of the Shares, will not be an "investment company", as such term is defined in the Investment Company Act of 1940, as amended (the "Investment Company Act");

(bb) The conditions for use of Form S-3, as set forth in the General Instructions thereto, have been satisfied;

(cc) No "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g)(2) under the Securities Act) has indicated to the Company that it is considering (i) the downgrading, suspension or withdrawal of, or any review for a possible change that does not indicate the direction of the possible change in, any rating assigned to the Company

or any securities of the Company or (ii) any change in the outlook for any rating of the Company or any securities of the Company;

(dd) Ernst & Young LLP, who have certified certain financial statements of the Company and its subsidiaries, and KPMG LLP and its subsidiaries, who have certified certain financial statements of Hispanic Broadcasting Corporation and its subsidiaries, are each independent public accountants as required by the Securities Act;

(ee) There are no contracts or other documents which are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act which have not been described in the Prospectus or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Securities Act;

(ff) Except as disclosed in the Prospectus, there are no contracts, agreements or understandings between the Company and any person granting such person the right to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company owned or to be owned by such person or to require the Company to include such securities in the securities registered pursuant to the Registration Statement or in any securities being registered pursuant to any other registration statement filed by the Company under the Securities Act;

(gg) There is, and has been, no failure on the part of the Company and, to the knowledge of the Company, any of the Company's directors or officers to comply in all material respects with any provision of the Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated as of the date hereof in connection therewith (the "Xxxxxxxx-Xxxxx Act"), including Section 402 thereof relating to loans to directors and executive officers and Sections 302 and 906 thereof relating to certifications with respect to financial and other reports;

(hh) The operations of the Company and its subsidiaries are and have been conducted at all times, in all material respects, in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, "Money Laundering Laws"); and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to Money Laundering Laws is pending or, to the knowledge of the Company, threatened;

(ii) Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department ("OFAC"); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC; and

(jj) Each certificate signed by any officer of the Company and delivered to the Underwriters or counsel to the Underwriters shall be deemed to be a representation and warranty by the Company to the Underwriters as to the matters covered thereby.

3. Purchase Price. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (i) the Company agrees to sell to the Underwriters all of the Shares and (ii) each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $37.90 per share, the number of the Shares set forth opposite such Underwriter's name in Schedule I hereto.

4. Terms of Public Offering. The Company is advised by the Underwriters that the Underwriters propose to make a public offering of the Shares as soon after the execution and delivery of this Agreement as, in judgment of the Underwriters, is advisable on the basis set forth in the Prospectus Supplement.

5. Delivery and Payment. (a) Delivery of and payment for the Shares shall be made at 9:30 AM, New York City time, on January 12, 2004, or at such time on such later date not more than three Business Days after the foregoing date as the Representative shall designate, which date and time may be postponed by agreement between the Representative and the Company or as provided in Section 10 hereof (such date and time of delivery and payment for the Shares being herein called the "Time of Delivery"). Delivery of the Shares shall be made to the Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price thereof to or upon the order of the Company by wire transfer payable in same-day funds to an account specified by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company ("DTC") or its designated custodian (the "Designated Office") unless the Representative shall otherwise instruct.

(b) The documents to be delivered at the Time of Delivery by or on behalf of the parties hereto pursuant to Section 8 hereof, including the cross-receipt for the Shares and any additional documents requested by the Underwriters pursuant to Section 8(m) hereof, will be delivered at such time and date simultaneously at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 and O'Melveny & Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxx, Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 (the "Closing Location"), and the Shares will be delivered at the Designated Office, all at the Time of Delivery. A pre-closing meeting will be held at the Closing Location at 3:00 p.m., New York City time, on the business day next preceding the Time of Delivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. The term "business day" shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York City are generally authorized or obligated by law or executive order to close.

6. Agreements and Covenants. The Company agrees with each of the Underwriters that:

(a) The Company will, if necessary or required by law, file an amendment to the Registration Statement or, if necessary pursuant to Rule 430A under the Securities Act, a post-effective amendment to the Registration Statement, as soon as practicable after the execution and delivery of this Agreement, and will use its best efforts to cause the Registration Statement or such post-effective amendment to become effective at the earliest possible time. The Company will comply fully with the applicable provisions of Rule 424 and Rule 430A under the Securities Act;

(b) The Company will advise you promptly and, if requested by you, will confirm such advice in writing: (i) of the effectiveness of any amendment to the Registration Statement; (ii) of the receipt of any comments from the Commission that relate to the Registration Statement or of any request by the Commission for an amendment of, or a supplement to, the Registration Statement or the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any preliminary prospectus or the Prospectus or of the suspension of qualification of the Shares for offering or sale in any jurisdiction or the initiation or the threatening of any proceeding for such purpose; and (iv) at any time prior to the completion of the distribution of the Shares, of any change in the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole, or of the happening of any event, which makes any statement of a material fact made in the Registration Statement or the Prospectus (as then amended or supplemented) untrue or which requires the making of any additions to or changes in the Registration Statement or the Prospectus (as then amended or supplemented) in order to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or of the necessity to amend or supplement the Prospectus (as then amended or supplemented) to comply with the Securities Act or any other law. If at any time any stop order suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of any preliminary prospectus or the Prospectus or suspending any such qualification shall be issued, the Company will promptly use its best efforts to obtain the withdrawal of such order at the earliest possible time;

(c) The Company will make no amendment or any supplement to the Registration Statement or Prospectus which is reasonably disapproved by you promptly after reasonable notice thereof; and the Company will furnish you with copies of any amendment or supplement;

(d) The Company will, promptly from time to time take such action as you may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions as you may request and comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction;

(e) The Company will furnish the Underwriters with written and electronic copies of the Prospectus and each amendment or supplement thereto in such quantities as you may from time to time reasonably request, and if, at any time prior to the completion of the distribution of the Shares or, if later, until such time as none of the Underwriters holds any Shares acquired directly from the Company, any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading or would not comply with the Securities Act, or, if for any other reason it shall be necessary or desirable during such same period to amend or supplement the Prospectus, the Company will notify you and, upon your request, prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amendment or supplement to the Prospectus which will correct such statement or omission or effect such compliance;

(f) The Company consents to the use of the Prospectus (and of any amendment or supplement thereto) in accordance with the provisions of the Securities Act and with the Blue Sky or state securities laws of the jurisdictions in which the Shares are offered by any Underwriter and by all dealers to whom Shares may be sold, both in connection with the offering and sale of the

Shares and for such period of time thereafter as the Prospectus is required by the Securities Act to be delivered in connection with sales by any Underwriter or any dealer;

(g) During a period of three years from the date of the Prospectus, the Company will furnish to you copies of all reports or other communications (financial or other) furnished to stockholders of the Company, and will deliver to you as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any securities exchange on which any class of securities of the Company is listed, in each case unless such reports, other communications or financial statements are otherwise available through the Commission's XXXXX System;

(h) The Company will make generally available to its security holders a consolidated earnings statement, which need not be audited, covering a twelve-month period commencing after the date of the Prospectus and ending not later than 15 months thereafter, as soon as practicable after the end of such period (which consolidated earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder);

(i) Neither the Company nor any of its subsidiaries has taken, or will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Shares to facilitate the sale or resale of the Shares;

(j) The Company will use the net proceeds received by the Company from the sale of the Shares pursuant to this Agreement in the manner specified in the Prospectus under the caption "Use of Proceeds";

(k) The Company will not, without the prior written consent of Banc of America Securities LLC, offer, sell, contract to sell, pledge, or otherwise dispose of, (or enter into any transaction which is designed to, or might reasonably be expected to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by, directly or indirectly, the Company or any affiliate of the Company (other than directors and executive officers of the Company), or establish or increase a put equivalent position or liquidate or decrease a call equivalent position (within the meaning of Section 16 of the Exchange Act), any other shares of Class A Common Stock or any securities convertible into, or exercisable, or exchangeable for, shares of Class A Common Stock; or publicly announce an intention to effect any such transaction, for a period of 90 days after the date of this Agreement, provided, however, that (1) the Company may issue and sell Class A Common Stock in connection with any performance award or stock incentive plans of the Company in effect as of the date of this Agreement, (2) the Company may issue Class A Common Stock issuable upon the conversion of securities or the exercise of warrants outstanding as of the date of this Agreement and (3) the Company may issue Class A Common Stock as consideration for purchases or acquisitions of assets, other businesses or entities; and

(l) Until the Time of Delivery, the Company shall not consent to any transaction by Clear Channel Investments, Inc. pursuant to Section 5.2 of the Purchase Agreement without the prior written consent of Banc of America Securities LLC, and shall not register or permit to be registered on the books and records of the Company any transfer to which this Section 6(l) is applicable without such prior written consent.

7. Payment of Expenses. The Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company's counsel and accountants in connection with the offering of the Shares and all other expenses in connection with the preparation, printing and filing of any preliminary prospectus and the Prospectus (and any amendments and supplements thereto) and the mailing and delivering of copies

thereof to the Underwriters and dealers; (ii) the cost of printing or producing this Agreement, the Purchase Agreement, the Blue Sky Memorandum and any other documents in connection with the offering of the Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided in Section 6(d) hereof, including the fees and disbursements of counsel to the Underwriters in connection with such qualification and in connection with the Blue Sky Memorandum; (iv) any fees charged by securities rating services for rating the Shares; (v) the cost of preparing the Shares; (vi) the fees and expenses of any transfer agent or registrar; (vii) any filings and clearance with the National Association of Securities Dealers, Inc. in connection with the offering; and (viii) all other fees, disbursement, costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 7. It is understood, however, that, except as provided in this Section 7, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, transfer taxes on resale of any of the Shares by them and any advertising expenses connected with any offers they may make.

8. Conditions of Underwriters' Obligations. The obligations of the Underwriters hereunder shall be subject, in their discretion, to the condition that all representations and warranties and other statements of the Company herein are, as of the date hereof, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of their obligations hereunder theretofore to be performed, and the following additional conditions:

(a) Xxxxxxx Xxxxxxx & Xxxxxxxx LLP, counsel to the Underwriters, shall have furnished to you such opinions or letters, dated the Time of Delivery, with respect to the matters covered in paragraphs (i) (with respect to the Company), (vii), (ix) (with respect to the due authorization and issuance of, and the fully paid and nonassessable status of, the Shares) and (xiii) (with respect to the statements in the Prospectus under the captions "Description of Common Stock and Preferred Stock", insofar as they relate to the Class A Common Stock) and the last paragraph of Annex I referred to in Section 8(b) below as well as such other related matters as you may reasonably request, and such counsel shall have received such documents and information reasonably requested by such counsel to enable such counsel to pass upon such matters;

(b) O'Melveny & Xxxxx LLP, counsel to the Company shall have furnished to you its written opinion, dated the Time of Delivery, with respect to the matters set forth in Annex I hereto and in form and substance satisfactory to you;

(c) Xxxx Xxxxxxx LLP, special FCC counsel to the Company shall have furnished to you their written opinion, dated the Time of Delivery, with respect to the matters set forth in Annex II hereto;

(d) On the date hereof prior to the execution of this Agreement and also at the Time of Delivery, Ernst & Young LLP, the Company's independent auditors, shall have furnished to you a "comfort" letter or letters, dated such respective dates, as to such matters as you may reasonably request and in form and substance to you;

(e) On the date hereof prior to the execution of this Agreement and also at the Time of Delivery, KPMG LLP, Hispanic Broadcasting Corporation's independent auditors, shall have furnished to you a "comfort" letter or letters, dated such respective dates, as to such matters as you may reasonably request and in form and substance satisfactory to you;

(f) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial statements included in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which has had or would have a material adverse effect on the business, properties, results of operations or financial

condition of the Company and its subsidiaries taken as a whole, except as set forth in the Prospectus, and (ii) since the respective dates as of which information is given in the Prospectus there shall not have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries or any change, or any development involving a prospective change, in or affecting the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole, otherwise than as set forth in the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representative so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares on the terms and in the manner contemplated in this Agreement and in the Prospectus;

(g) On or after the date hereof (i) no downgrading shall have occurred in the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" (as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act) and (ii) no such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities;

(h) On or after the date hereof there shall not have occurred any of the following: (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus, any material adverse change or development involving a prospective material adverse change in the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, which would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus; (ii) any outbreak or escalation of hostilities or other national or international calamity or crisis or change in economic conditions or in the financial markets of the United States or elsewhere that, in your judgment, is material and adverse and would, in your judgment, make it impracticable to market the Shares on the terms and in the manner contemplated in the Prospectus; (iii) the suspension or material limitation of trading of the Company's Class A Common Stock on the New York Stock Exchange and in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market or limitation on prices for securities on any such exchange or securities market; (iv) the enactment, publication, decree or other promulgation of any federal or state statute, regulation, rule or order of any court or other governmental authority which, in your opinion, materially and adversely affects, or will materially and adversely affect, the business, properties, results of operations or financial condition of the Company and its subsidiaries taken as a whole; or (v) the declaration of a banking moratorium by either federal or New York state authorities or any material disruption in the operations of the securities settlement and clearance systems of The Depository Trust Company or otherwise;

(i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been commenced or shall be pending before or threatened by the Commission; every request for additional information on the part of the Commission shall have been complied with in all material respects; and no stop order suspending the sale of the Shares in any jurisdiction referred to in Section 6(f) shall have been issued and no proceeding for that purpose shall have been commenced or shall be pending or threatened which would, in your reasonable judgment, make it impracticable or inadvisable to market the Shares or to enforce contracts for the sale of the Shares;

(j) The Company shall have furnished or caused to be furnished to you at the Time of Delivery certificates of officers of the Company in form and substance satisfactory to you as to the accuracy of the representations and warranties of the Company herein at and as of the Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be

performed at or prior to the Time of Delivery, as to the matters set forth in Sections 8(f), (g) and (i) and as to such other matters as you may reasonably request;

(k) The Shares shall have been listed for trading on the New York Stock Exchange, and satisfactory evidence of such actions shall have been provided to the Representative;

(l) The Company shall have furnished to you prior to or at the Time of Delivery a certificate of the chief financial officer of the Company confirming procedures performed with respect to certain financial data for 2000 and 2001 in the Prospectus (and not covered by the comfort letters of Ernst & Young LLP referred to in Section 8(d) above) as you may reasonably request and in the form and substance satisfactory to you;

(m) The Company shall have furnished to you at the Time of Delivery such additional certificates, opinions and documents as you and counsel to the Underwriters may reasonably request; and

(n) The closing of the sale of 15,815,999 shares of Class A Common Stock by Clear Channel Investments, Inc. to the Company under the Purchase Agreement shall occur contemporaneously with the closing of the purchase and sale of the Shares hereunder.

9. Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with information in writing furnished to the Company by any Underwriter through the Representative specifically for inclusion therein; provided further, that with respect to any untrue statement or omission of material fact made in any preliminary prospectus, the indemnity agreement contained in this Section 9(a) shall not inure to the benefit of the Underwriters from whom the person asserting any such loss, claim, damage or liability purchased the securities concerned, to the extent that any such loss, claim, damage or liability of the Underwriters occurs under the circumstance where it shall have been determined by a court of competent jurisdiction by final and nonappealable judgment that (w) the Company had previously furnished copies of the Prospectus to the Underwriters, (x) delivery of the Prospectus was required by the Securities Act to be made to such person, (y) the untrue statement or omission of a material fact contained in the preliminary prospectus was corrected in the Prospectus and (z) there was not sent or given to such person, at or prior to the written confirmation of the sale of such securities to such person, a copy of the Prospectus. Notwithstanding anything to the contrary herein, no Underwriter shall be obligated to send or give any Incorporated Document, or any amendment or supplement thereto, to any person in order to benefit from the indemnity provisions herein or otherwise.

(b) Each Underwriter, severally and not jointly, will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue

statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with information in writing furnished to the Company by such Underwriter through the Representative specifically for use therein; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under Section 9(a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party's election to appoint counsel to represent the indemnified party in an action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of such action or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under Section 9(a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then, except to the extent (but only to the extent) that the indemnifying party suffers actual prejudice as a result of any failure by the indemnified party to notify the indemnifying party of any action as required by

Section 9(c) above, each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company, on the one hand, and the Underwriters, on the other, from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under Section 9(c) above, then, except to the extent (but only to the extent) that the indemnifying party suffers actual prejudice as a result of any failure by the indemnified party to notify the indemnifying party of any action as required by Section 9(c) above, each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, on the one hand, and the Underwriters, on the other, in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company, on the one hand, and the Underwriters, on the other, shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the Prospectus. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, on the one hand, or the Underwriters, on the other, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 9(d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this Section 9(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this Section 9(d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 9(d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to investors were offered to investors exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. The Underwriters' obligations in this Section 9(d) to contribute are several in proportion to their respective underwriting obligations and not joint. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.

(e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person who is a director or officer of such Underwriter and each person, if any, who controls any Underwriter within the meaning of the Securities Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each director and officer of the Company and to each person, if any, who controls the Company within the meaning of the Securities Act.

(f) The Underwriters confirm and the Company acknowledges that the statements with respect to the public offering of the Shares by the Underwriters set forth in the third, eighth, ninth and tenth paragraphs of the "Underwriting" section in the Prospectus Supplement are correct and constitute the only information concerning the Underwriters furnished in writing to the Company

by the Underwriters through the Representative specifically for inclusion in the Registration Statement and the Prospectus.

10. Default by an Underwriter. (a) If any Underwriter shall default in its obligation to purchase the Shares which it has agreed to purchase hereunder, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone the Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Prospectus, or in any other documents or arrangements, and the Company agrees to prepare promptly any amendments to the Prospectus which in your opinion may thereby be made necessary. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to this Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in Section 10(a) above, the aggregate principal amount of such Shares which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of all the Shares, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Shares which such Underwriter agreed to purchase hereunder and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters by you and the Company as provided in Section 10(a) above, the aggregate principal amount of Shares which remains unpurchased exceeds one-eleventh of the aggregate principal amount of all the Shares, or if the Company shall not exercise the right described in Section 10(b) above to require non-defaulting Underwriters to purchase Shares of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; however, nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. Survival of Representation, Warranties, Agreements, Indemnities, etc. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter, its directors, officers or any controlling person of any Underwriter, the Company, or any director or officer or controlling person of the Company, and shall survive delivery of and payment for the Shares.

12. Termination. If this Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason, the Shares are not delivered by or on behalf of the Company as provided herein, the Company will reimburse the Underwriters through the Representative for all

out-of-pocket expenses approved by the Representative, including fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Shares, but the Company shall not then be under any further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. Notices, etc. In all dealings hereunder, the Representative shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made by the Representative. All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail, telex or facsimile transmission to the Representative in care of Banc of America Securities LLC, 0 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Legal Department and if to the Company shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth in the Prospectus, Attention: Secretary; provided, however, that any notice to an Underwriter pursuant to Section 9(c) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address, which address will be supplied to the Company by you upon request. Any such statements, requests, notices or agreements shall take effect upon receipt thereof.

14. Benefit of Agreement, etc. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. Time of Essence. Time shall be of the essence of this Agreement.

16. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

17. Counterparts. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

[Signatures on Next Page]

If the foregoing is in accordance with your understanding, please sign and return to us six counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters and the Company. It is understood that the acceptance of this Agreement by Banc of America Securities LLC on behalf of each of the Underwriters is pursuant to the authority set forth in an agreement among underwriters, but without warranty on the part of Banc of America Securities LLC as to the authority of the signatories thereto.

		Very truly yours,

		UNIVISION COMMUNICATIONS INC.

		By:	/s/ C. XXXXXXX XXXXXXXXXX C. Xxxxxxx Xxxxxxxxxx Executive Vice President

Accepted as of the date hereof:

BANC OF AMERICA SECURITIES LLC

By:	/s/ XXX XXXXXXXX Name: Xxx Xxxxxxxx Title: Managing Director

On behalf of itself and each of the other several Underwriters

SCHEDULE I

Underwriter		Number of Underwritten Shares to be Purchased
Banc of America Securities LLC		15,815,999

	Total	15,815,999

ANNEX I

FORM OF OPINION OF O'MELVENY & XXXXX LLP

(i) Each of the Company and the specified subsidiaries listed on Schedule I hereto (the "Specified Subsidiaries") has been duly incorporated or organized, as applicable, and is validly existing and in good standing, as applicable, under the laws of its state of incorporation or organization, with corporate or partnership power to own its properties and assets and to carry on its business as described in the Prospectus;

(ii) Each of the Company and the Specified Subsidiaries is qualified as a foreign corporation or partnership to do business and is in good standing in each of the states identified in the Company Certificate;

(iii) The outstanding shares of the capital stock of each Specified Subsidiary that is a corporation have been duly authorized by all necessary corporate action on the part of such corporation, are validly issued, fully-paid and nonassessable, and are owned directly or indirectly of record by the Company; the outstanding partnership interests in each Specified Subsidiary that is a partnership have been duly authorized by such partnership and (except as otherwise set forth in the Prospectus) are owned directly or indirectly of record by the Company;

(iv) Since January 1, 2002, such counsel has not given substantive attention on behalf of the Company to, or represented the Company in connection with, any actions, suits or proceedings pending or threatened against the Company before any court, arbitrator or governmental agency which (i) seek to affect the enforceability of this Agreement or the Purchase Agreement or the authorization, issuance or fully paid and nonassessable status of the Shares or (ii) to our knowledge, seek damages in excess of $5,000,000, except as set forth in the Prospectus or in the Incorporated Documents;

(v) The Registration Statement was declared effective under the Securities Act; the Prospectus has been filed with the Commission pursuant to the subparagraph (5) of Rule 424(b) under the Securities Act; and, to such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued or threatened by the Commission;

(vi) The Registration Statement as of its effective date, the Prospectus, as of the date of filing with the Commission and any further amendments or supplements thereto made by the Company prior to the Time of Delivery, as of their effective dates, or dates of filing with the Commission, as the case may be, appear on their face to comply in all material respects with the requirements as to form (including, without limitation, exhibit requirements) for registration statements on Form S-3 under the Securities Act; and the Incorporated Documents and any further amendment or supplement to any Incorporated Document made by the Company prior to the Time of Delivery, as of the respective dates filed with the Commission, appeared on their face to comply in all material respects with the requirements as to form for reports on Form 10-K, Form 10-Q, Form 8-K, and Schedule 14A under the Exchange Act, as the case may be, except that such counsel need not express any opinion in this subparagraph concerning the financial statements and other financial information contained or incorporated by reference in the Registration Statement, the Prospectus or the Incorporated Documents;

(vii) The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of the Company; and this Agreement has been duly executed and delivered by the Company;

AI-1

(viii) The execution, delivery and performance of the Purchase Agreement has been duly authorized by all necessary corporate action on the part of the Company, and the Purchase Agreement has been duly executed and delivered by the Company; the Purchase Agreement constitutes the legally valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws related to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and by general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law;

(ix) The authorized capital stock of the Company consists of 1,040,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock; the outstanding shares of capital stock of the Company have been duly authorized by all necessary corporate action on the part of the Company and have been validly issued, fully paid and nonassessable; the Shares have been duly authorized by all necessary corporate action on the part of the Company, and, upon payment for and delivery of the Shares in accordance with this Agreement and the book-entry of the Shares by the transfer agent for the Company's Class A Common Stock in the name of the Depository Trust Company or its nominee, the Shares will be validly issued, fully paid and nonassessable;

(x) Holders of the capital stock of the Company are not entitled to any preemptive or other rights to subscribe to any additional shares of the Company's capital stock under the Company's Certificate of Incorporation, the Company's Bylaws or the Delaware General Corporate Law;

(xi) The issuance and sale of the Shares, the execution and delivery by the Company of this Agreement or the Purchase Agreement, or the performance of its obligations under this Agreement or the Purchase Agreement will not, (a) violate the Company's Certificate of Incorporation or Bylaws or the certificate of incorporation or by-laws, or partnership agreement, as the case may be, of any Specified Subsidiary, (b) violate, breach or result in a default under any existing obligation of or restriction on the Company or any Specified Subsidiary under any agreement or instrument listed as an exhibit to the Registration Statement or any of the Incorporated Documents, or (c) breach or otherwise violate any existing obligation of or restriction on the Company or any Specified Subsidiary under any order, judgment or decree of any federal or California or New York state court or governmental agency or body binding on the Company or any Specified Subsidiary or any of their respective properties or assets identified in a certificate from an officer of the Company (it being understood that such counsel need not express any opinion in this subparagraph with respect to the federal securities laws (which are otherwise addressed elsewhere herein) or with respect to Blue Sky or state securities laws);

(xii) The issuance and sale of the Shares, the execution and delivery by the Company of this Agreement or the Purchase Agreement, or the performance of its obligations under this Agreement or the Purchase Agreement will not violate the Delaware General Corporation Law or any federal or California or New York state statute, rule or regulation that such counsel has, in the exercise of customary professional diligence, reasonably recognized as being applicable to the Company or any of the Specified Subsidiaries or to the transactions of the type contemplated by this Agreement or the Purchase Agreement (it being understood that such counsel need not express any opinion in this subparagraph with respect to the federal securities laws (which are otherwise addressed elsewhere herein) or with respect to Blue Sky or state securities laws and, further, that such counsel need express no opinion with respect to Section 9 of this Agreement;

AI-2

(xiii) No order, consent, permit or approval of any federal or California or New York state governmental authority is required on the part of the Company for the execution and delivery of this Agreement or the Purchase Agreement, the issuance and sale of the Shares or the performance of their obligations under this Agreement or the Purchase Agreement, except such as have been obtained under the Securities Act (it being understood that such counsel need not express any opinion in this subparagraph with respect to Blue Sky or state securities laws);

(xiv) The statements in the Prospectus under the caption "Description of Common Stock and Preferred Stock—Common Stock", insofar as they summarize provisions of laws and regulations referred to therein, fairly present the information required by Form S-3; and

(xv) The Company is not an investment company required to register under the Investment Company Act.

In addition, such counsel shall state that in connection with such counsel's participation in conferences in connection with preparation of the Registration Statement and the Prospectus, such counsel has not independently verified the accuracy, completeness or fairness of the statements contained or incorporated therein, and the limitations inherent in the examination made by such counsel and the knowledge available to such counsel are such that such counsel is unable to assume, and does not assume, any responsibility for such accuracy, completeness or fairness (except as otherwise specifically stated in paragraph (xiii) above). However, such counsel shall state that on the basis of such counsel's review of the Registration Statement and the Prospectus and the Incorporated Documents and its participation in conferences in connection with the preparation of the Registration Statement or the Prospectus, such counsel does not believe that the Registration Statement and the Incorporated Documents, considered as a whole as of the effective date of the Registration Statement, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading, or that the Prospectus and the Incorporated Documents, considered as a whole on the issue date of the Prospectus and the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. However, such counsel need not express any opinion or belief as to the financial statements and other financial information contained or incorporated by reference in the Registration Statement, the Prospectus or in the Incorporated Documents.

AI-3

SCHEDULE I

SPECIFIED SUBSIDIARIES

HBC Illinois, Inc.

HBC License Corporation

HBC Los Angeles, Inc.

Telefutura Television Group, Inc.

The Univision Network Limited Partnership

Univision Radio, Inc.

Univision Television Group, Inc.

UVN Texas, L.P.

AI-4

ANNEX II

FORM OF OPINION OF XXXX XXXXXXX LLP

January 12, 0000

Xxxx xx Xxxxxxx Securities LLC
As Representative of the several Underwriters named in
the Underwriting Agreement referred to below

c/o Banc of America Securities LLC
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Re:: Univision Communications Inc.

Ladies and Gentlemen:

We have acted as special communications counsel to Univision Communications Inc. (the "Company"), and each of the entities listed on Attachment A hereto (each a "Subsidiary" and collectively, the "Subsidiaries") and have represented the Company and the Subsidiaries as Federal Communications Commission ("FCC") counsel only, in connection with the Underwriting Agreement ("Underwriting Agreement"), dated January 7, 2004 between the Company and Banc of America Securities LLC as Representative of the Underwriters (the "Underwriters"). This opinion is being delivered pursuant to Section 8(c) of the Underwriting Agreement.

In rendering this opinion, we are engaged and acting solely as special communications counsel for the Company and its Subsidiaries, and we are not engaged or acting as counsel of any type for you or any other person or entity. Each capitalized term used but not defined herein shall have its respective meaning set forth in the Underwriting Agreement. When used herein, "or" shall mean "and/or" unless the context otherwise requires.

This opinion is limited strictly to matters arising under the Communications Act of 1934, as amended, and the published rules, regulations, and policies promulgated thereunder by the FCC (collectively, "Communications Laws"), and we express no opinion on any other matter whatsoever. Furthermore, this opinion is limited to the opinions expressly stated herein. No implication shall be drawn from anything herein that has the effect of extending any such opinion beyond what is expressly stated in such opinion.

In connection with the issuance of this opinion, we have reviewed only (a) publicly available records of the FCC regarding the Stations (as defined below) located at the FCC's Reference Information Center at 000 Xxxxxxx Xxxxxx, X.X. in Washington, D.C., which we examined during a period commencing on , 2003 and ending on January 7, 2004 (the "Examination Time") and (b) verbal confirmations, if any, by members of the equal employment opportunity staff and political programming staff in the Policy Division of the FCC's Media Bureau and staff members in the Technical & Public Safety Division and the Investigations & Hearings Division of the FCC's Enforcement Bureau regarding outstanding complaints, if any, pending before the FCC with respect to the Stations (as defined below) (such FCC information and confirmations the "FCC Review Materials"). In rendering this opinion, we have assumed the absence of changes in such records since our examination of them. We have examined no other records. With respect to questions of fact relevant to the opinions expressed herein, we have assumed and relied upon, without independent inquiry or verification by us, the accuracy and completeness of: (a) all statements, certifications, representations, and warranties set forth in the Underwriting Agreement and (b) the FCC Review Material. We have not examined or investigated the records that may be available in any other office of the FCC. You should be aware that certain records of the FCC, such as those subject to the federal

AII-1

Freedom of Information Act, are public as a matter of law. Such records, however, may not have been included in the FCC Review Materials at the time that we examined those materials in connection with this opinion. Accordingly, we express no opinion regarding the completeness of the FCC Review Materials at the time we reviewed them. Furthermore, there may be records of matters pending at the FCC that were not available for inspection by the public and that, therefore, we did not examine.

We have examined an unexecuted copy of the Underwriting Agreement dated January 7, 2004, as provided to us. In rendering this opinion, we have assumed without investigation the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents examined by us, whether or not they are originals, the conformity of all copies or facsimile or e-mail transmissions to the originals of the same, whether or not they are certified to be true copies, the conformity of all unexecuted documents presented to us as final versions thereof to the executed originals of the same, the accuracy and completeness of all public records, including but not limited to those of the FCC, and the absence of changes through the date hereof in the FCC records that we examined during the Examination Time. The opinions expressed in this letter are based upon the current law and facts presently known to us, and are not guarantees or assurances of any future fact, event, occurrence, omission, or condition or that any law, statute, rule, regulation, policy, order, case, or interpretation of the same will not change in the future. Moreover, this letter expresses opinions only as of the date of this letter and we specifically disclaim all responsibility whatsoever for advising you of changes in matters addressed herein occurring after such date.

We have undertaken no on-site inspection or visual or aural monitoring whatsoever of the Company or the Subsidiaries, properties of the Company or the Subsidiaries, or the Stations, and, except as otherwise specifically stated herein, we have undertaken no independent inquiry whatsoever of any of the matters addressed in this opinion. Furthermore, we have no firsthand knowledge of the citizenship, attributable or non-attributable media interests, or character or other qualifications under the Communications Laws of the Company or the Subsidiaries, their principals, or any other person or entity having any present or proposed connection with the Company or the Subsidiaries, and therefore express no opinion with respect thereto.

As used in this letter, the phrases "our knowledge," "known to us," or "we are presently aware" or similar phrases mean the current actual knowledge, that is, the conscious awareness of facts or other information, of lawyers currently affiliated with this firm who have given substantive legal attention to representation of the Company or the Subsidiaries, including but not limited to the preparation of this letter, but except as otherwise expressly stated herein, we have undertaken no investigation with respect to such facts or information.

We express no opinion whatsoever in this letter as to your qualifications under the Communications Laws, or such qualifications of your assigns, if any, to have an ownership interest in or to control, directly or indirectly, any license or other authorization issued by the FCC or any person or entity holding such license or authorization. Moreover, the Company holds certain attributable interests in Entravision Communications Corporation, an entity that directly or indirectly owns and operates broadcast stations subject to the jurisdiction of the FCC. We express no opinion whatsoever in this letter as to any matters affecting Entravision Communications Corporation or the Company's interest in it.

Based upon the foregoing, and subject in all respects to the qualifications and limitations set forth in this letter and in reliance on the January 26, 1996 Report of the Subcommittee on Legal Opinions of the Transactional Practice Committee of the Federal Communications Bar Association ("FCBA Accord"), we are of the opinion that:

1. Except as set forth in Attachment B hereto, the entities identified in Attachment A hereto hold the FCC licenses and authorizations for the broadcast stations specified on Attachment B (the "Stations"). Except as noted on Attachment B hereto, Attachment B includes all FCC licenses, permits

AII-2

or authorizations necessary for the entities identified as licensees on Attachment B to operate the class of station identified on Attachment B to serve the community of license identified on Attachment B. Except as noted in Attachment B hereto, all of the FCC licenses, permits or authorizations identified in Attachment B hereto are in full force and effect.

2. Except as set forth in Attachment B hereto, and for rulemaking proceedings or similar proceedings of or orders of general applicability to entities such as the Company or the Subsidiaries or to facilities such as the Stations, to our knowledge, there is not now issued, pending, or overtly threatened in writing any judgment, decree, order, action, investigation, or proceeding by the FCC against the Company or the Subsidiaries or the Stations that would reasonably be expected to have a material adverse effect upon the Company, the Subsidiaries or the Stations. While we express no opinion on the likely outcome of the matters disclosed in Attachment B, the inclusion of matters in Attachment B is not intended to imply that such matters or the outcomes thereof would necessarily result in a material adverse effect upon the Company, the Subsidiaries or the Stations.

3. The execution, delivery, and performance in accordance with its terms of the Underwriting Agreement by the Company and each Subsidiary that is a party thereto does not require any authorization, consent, approval, or filing of or with the FCC not previously obtained or made, and does not violate the Communications Laws, except that (a) copies of certain documents, including but not limited to the Underwriting Agreement, may be required to be filed with the FCC pursuant to 47 C.F.R. §73.3613, (b) from time to time, the Company and the Subsidiaries may be required to obtain certain authorizations from or to make certain filings with the FCC that would be required in their ordinary course of business, (c) in connection with the exercise of any rights or remedies under the Underwriting Agreement by you, or your assigns, if any, that involves disposition of voting stock in the Company, its affiliates or the Subsidiaries, the Communications Laws may require that such disposition be accomplished by public or private arm's-length sale or other means acceptable to the FCC, and (d) prior to exercise of any rights or remedies under the Underwriting Agreement by you, or your assigns, if any, which involves the exercise of voting rights of the stock in the Company, an assignment of any of the broadcast licenses held directly or indirectly by the Company or a transfer of control of the Company or any of its direct or indirect subsidiaries, FCC consents and notifications with respect to such exercise may be required to be timely obtained or made; provided, however, that we express no opinion whatsoever as to the likelihood of obtaining such consents.

This opinion is (i) solely for your information in connection with the transactions contemplated under the Underwriting Agreement, and that of your permitted assigns under the Underwriting Agreement but the opinion speaks only as of its date and your assigns have no greater rights than the named addressees, (ii) not to be relied upon by any other person or entity for any reason whatsoever, (iii) not to be quoted in whole or in part or otherwise referred to in any document except as directly a part of and related to such transactions, and (iv), except as otherwise required by applicable law, not to be filed with or provided to any government agency or any other entity or person whatsoever. We hereby consent to reliance hereon by any future participants or assigns of your interest in the Underwriting Agreement.


		Very truly yours,

		XXXX XXXXXXX LLP

Attachments

AII-3

Attachment A

HBC Broadcasting Puerto Rico, L.P.
HBC Florida Inc.
HBC GP, Inc.
HBC Houston License Corporation
HBC Illinois, Inc.
HBC Investments Inc.
HBC License Corporation
HBC Puerto Rico, Inc.
KAKW License Partnership, L.P.
KCYT-FM License Corp.
KDTV License Partnership, G.P.
KECS-FM License Corp.
KESS-AM License Corp.
KFTV License Partnership, G.P.
KHCK-FM License Corp.
KICI-FM License Corp.
KLSQ-AM License Corp.
KLVE-FM License Corp.
KMEX License Partnership, G.P.
KMRT-AM License Corp.
KTNQ-AM License Corp.
KTVW License Partnership, X.X.
XXXX License Partnership, G.P.
KUVN License Partnership, L.P.
KUVS License Partnership, G.P.
KWEX License Partnership, L.P.
KXLN License Partnership, L.P.
License Corporation #1
License Corporation #2
PTI Holdings, Inc.
Rawhide Radio, LLC
Telefutura Bakersfield LLC
Telefutura Boston LLC
Telefutura Chicago LLC
Telefutura D.C. LLC
Telefutura Dallas LLC
Telefutura Fresno LLC
Telefutura Houston LLC
Telefutura Los Angeles LLC
Telefutura Miami LLC
Telefutura Orlando LLC
Telefutura Partnership of Xxxxxxx
Telefutura Partnership of Flagstaff
Telefutura Partnership of Floresville
Telefutura Partnership of Phoenix
Telefutura Partnership of San Antonio
Telefutura Partnership of Tucson
Telefutura Sacramento LLC
Telefutura San Francisco LLC

A-1

Telefutura San Francisco, Inc.
Telefutura Southwest LLC
Telefutura Tampa LLC
Telefutura Television Group, Inc.
Xxxxxxxx License Corporation
TMS Assets California, Inc.
TMS License California, Inc.
Univision Atlanta LLC
Univision Cleveland LLC
Univision Communications Inc.
Univision New York LLC
Univision of Atlanta Inc.
Univision of New Jersey Inc.
Univision of Raleigh, Inc.
Univision Philadelphia LLC
Univision Radio, Inc.
Univision Television Group, Inc.
Univision Texas Stations LLC
UVN Texas L.P.
WADO-AM License Corp.
WGBO License Partnership, G.P.
WLTV License Partnership, G.P.
WLXX-AM License Corp.
WQBA-AM License Corp.
WQBA-FM License Corp.
WUVC License Partnership, G.P.
WXTV License Partnership, G.P.

A-2

Attachment X

Xxxxxxxxxx Xxxxxxxxx Xxxxxxxx

X00XX, Xxxxxxxxxxx, Xxxxx Licensee: License Expiration:		Telefutura Partnership of Floresville 8/1/2006
K48GX, Tucson, Arizona Licensee: License Expiration:		KTVW License Partnership, G.P. 10/1/2006
KABE-CA, Bakersfield, California¹ Licensee: License Expiration:		KFTV License Partnership, G.P. 12/1/2006
KAKW-TV, Killeen, Texas² Licensee: License Expiration:		KAKW License Partnership, L.P. 8/1/2006
KBTF-LP, Bakersfield, California Licensee: License Expiration:		Telefutura Bakersfield LLC 12/1/2006
KDAS-CA, Austin, Texas Licensee: License Expiration:		KWEX License Partnership, L.P.³ 8/1/2006
KDTV(TV), San Francisco, California Licensee: License Expiration:		KDTV License Partnership, G.P. 12/1/2006

¹: This station has an outstanding displacement construction permit to change to channel 31. The construction permit will expire on November 27, 2004.
²: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority.
³: On December 8, 2003, an application (FCC File No. BALTTA-20031208BLF) was filed for KDAS-CA seeking consent to the assignment of its license from KWEX License Partnership, L.P. to KAKW License Partnership, L.P. On December 15, 2003, the application was accepted for filing and remains pending.

X-0

XXXX-XX, Xxxxx Xxxx, Xxxxxxxxxx Licensee: License Expiration:		KDTV License Partnership, G.P. 12/1/2006
KEAT-LP, Amarillo, Texas Licensee: License Expiration:		KUVN License Partnership, L.P. 8/1/2006
KEXT-CA, Modesto, California Licensee: License Expiration:		Telefutura Sacramento LLC 12/1/2006
KEZT-CA, Sacramento, California Licensee: License Expiration:		Telefutura Sacramento LLC 12/1/2006
KFPH-TV, Flagstaff, Arizona⁴ Licensee: License Expiration:		Telefutura Partnership of Flagstaff 10/1/2006
KFPH-CA, Phoenix, Arizona⁵ Licensee: License Expiration:		Telefutura Partnership of Phoenix 10/1/2006
KFSF-TV, Vallejo, California Licensee: License Expiration:		Telefutura San Francisco LLC 12/1/2006
KFTH-TV, Alvin, Texas⁶ Licensee: License Expiration:		Telefutura Houston LLC 8/1/2006

⁴: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority. In addition, on August 22, 2001, KFPH-TV was issued a Notice of Violation regarding an inspection of the station's Emergency Alert System. A response was filed on September 7, 2001 and the matter is pending.
⁵: On May 29, 2002, KFPH-CA was issued a Notice of Violation regarding an inspection of the station's Emergency Alert System. A response was filed on June 13, 2002 and the matter is pending.
⁶: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority.

X-0

XXXX-XX, Xxx Xxxxxxx, Xxxxx Licensee: License Expiration:		Telefutura Partnership of San Antonio 8/1/2006
KFTR-TV, Ontario, California Licensee: License Expiration:		Telefutura Los Angeles LLC 12/1/2006
KFTU-TV, Xxxxxxx, Arizona⁷ Licensee: License Expiration:		Telefutura Partnership of Xxxxxxx N/A
KFTV(TV), Hanford, California Licensee: License Expiration:		KFTV License Partnership, G.P. 12/1/2006
KMEX-TV, Los Angeles, California Licensee: License Expiration:		KMEX License Partnership, G.P. 12/1/2006
KNIC-CA, San Antonio, Texas Licensee: License Expiration:		Telefutura Partnership of San Antonio 8/1/2006
KSTR-TV, Irving, Texas Licensee: License Expiration:		Telefutura Dallas LLC 8/1/2006
KTAZ-CA, Tucson, Arizona Licensee: License Expiration:		Telefutura Partnership of Tucson 10/1/2006
KTFB-CA, Bakersfield, California Licensee: License Expiration:		Telefutura Bakersfield LLC 12/1/2006
KTFF-TV, Porterville, California Licensee: License Expiration:		Telefutura Fresno LLC 12/1/2006

⁷: On April 17, 2001, an application (FCC File No. BLCT-20010417AAO) was filed for KFTU-TV seeking a license to cover its outstanding construction permit (FCC File No. BMPCT-20010125ACF). On April 30, 2001, the application was accepted for filing and remains pending.

B-3

KTFF-LP, Fresno, California Licensee: License Expiration:		Telefutura Fresno LLC 00/0/0000
XXXX-XX, Xxxxxxxxxxx, Xxx Xxxxxx⁰ Licensee: License Expiration:		Telefutura Television Group, Inc.⁹ 10/1/2006
KTVW-TV, Phoenix, Arizona Licensee: License Expiration:		KTVW License Partnership, G.P. 10/1/2006
KTVW-CA, Flagstaff/Xxxxx Park, Arizona Licensee: License Expiration:		KTVW License Partnership, G.P. 10/1/2006
KUVE-CA, Tucson, Arizona Licensee: License Expiration:		KTVW License Partnership, G.P. 10/1/2006
KUVE-TV, Green Valley, Arizona¹⁰ Licensee: License Expiration:		Univision Television Group, Inc. 00/0/0000
XXXX-XX, Xxxxxxxxxxx, Xxxxxxxxxx Licensee: License Expiration:		KUVI License Partnership, G.P. 12/1/2006
KUVN-TV, Garland, Texas¹¹ Licensee: License Expiration:		KUVN License Partnership, L.P. 8/1/2006

⁸: KTFQ-TV is currently operating at reduced power. On January 7, 2004, the station filed for special temporary authority to allow the station to remain at reduced power to perform repairs to the transmitter.
⁹: On December 8, 2003, an application (FCC File No. BALTTA-20031208BLF) was filed for KTFQ-TV seeking consent to the assignment of its license from Telefutura Television Group, Inc. to Telefutura Albuquerque LLC. On December 15, 2003, the application was accepted for filing and remains pending.
¹⁰: KUVE-TV is currently off the air. On December 5, 2003, the station filed for special temporary authority to allow the station to remain silent in order to perform repairs to the transmitter.
¹¹: On January 28, 0000, XXXX-XX was issued a Notice of Violation informing the station that it was operating beyond tolerance from its assigned visual carrier frequency. A response was filed on February 11, 1999 and the matter is pending.

X-0

XXXX-XX, Xxxx Xxxxx, Xxxxx⁰⁰ Licensee: License Expiration:		KUVN License Partnership, L.P. 8/1/2006
KUVS-TV, Modesto, California Licensee: License Expiration:		KUVS License Partnership, G.P. 12/1/2006
KWEX-TV, San Antonio, Texas¹³ Licensee: License Expiration:		KWEX License Partnership, L.P. 8/1/2006
KXLN-TV, Rosenberg, Texas Licensee: License Expiration:		KXLN License Partnership, L.P. 0/0/0000
XXXX-XX, Xxxxxxxxx, Xxxxxxx Licensee: License Expiration:		Telefutura Miami LLC 2/1/2005
WFDC-TV, Arlington, Virginia¹⁴ Licensee: License Expiration:		Telefutura D.C. LLC N/A
WFPA-CA, Philadelphia, Pennsylvania Licensee: License Expiration:		WXTV License Partnership, G.P. 8/1/2007

¹²: KUVN-CA has recently displaced to channel 47 and has a pending license application involving a waiver of the Class A protection criteria.
¹³: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority.
¹⁴: On April 6, 1993, an application (FCC File No. BLCT-19930406KF) was filed by WFDC-TV for a license to cover the outstanding construction permit. A Petition to Deny the license application was filed by the D.C. Metropolitan Police, which argued that the operation of WFDC-TV at full power on Channel 14 would cause unacceptable interference to the police communications system. On May 16, 2002, Special Temporary Authority was granted to permit full-power testing in cooperation with the Metropolitan Police Department. On July 9, 2003 a request for extension of Special Temporary Authority (FCC File No. BESTA-20030709ACD) was filed for WFDC-TV, which was granted on July 25, 2003 and will expire on January 25, 2004. On September 15, 2003, the D.C. Metropolitan Police withdrew its objection to the license application. The license application remains pending.

X-0

XXXX-XX, Xxxxx, Xxxxxxx⁰⁰ Licensee: License Expiration:		Telefutura Tampa LLC 2/1/2005
WFTY(TV), Smithtown, New York Licensee: License Expiration:		Univision New York LLC 6/1/2007
WFUT-TV, Newark, New Jersey¹⁶ Licensee: License Expiration:		Univision New York LLC 0/0/0000
XXXX-XX, Xxxxxx, Xxxxxxxx⁰⁰ Licensee: License Expiration:		WGBO License Partnership, G.P. 12/1/2005
WLTV(TV), Miami, Florida Licensee: License Expiration:		WLTV License Partnership, G.P. 2/1/2005
WOTF-TV, Melbourne, Florida¹⁸ Licensee: License Expiration:		Telefutura Orlando LLC 2/1/2005
WQHS-TV, Cleveland, Ohio Licensee: License Expiration:		Univision Cleveland LLC 10/1/2005
WTNC-LP, Durham, North Carolina Licensee: License Expiration:		WUVC License Partnership, G.P. 12/1/2004

¹⁵: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority.
¹⁶: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority.
¹⁷: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority.
¹⁸: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority.

B-6

WUTF-TV, Marlborough, Massachusetts¹⁹ Licensee: License Expiration:		Telefutura Boston LLC 4/1/2007
WUVC-TV, Fayetteville, North Carolina²⁰ Licensee: License Expiration:		WUVC License Partnership, G.P. 12/1/2004
WUVG-TV, Athens, Georgia²¹ Licensee: License Expiration:		Univision Atlanta LLC 4/1/2005
WUVP-TV, Vineland, New Jersey Licensee: License Expiration:		Univision Philadelphia LLC 6/1/2007
WXFT-TV, Aurora, Illinois Licensee: License Expiration:		Telefutura Chicago LLC 12/1/2005
WXTV(TV), Paterson, New Jersey²² Licensee: License Expiration:		WXTV License Partnership, G.P. 6/1/2007

¹⁹: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority.
²⁰: This station has an unlicensed digital construction permit for which an extension application is pending. In addition, it has special temporary authority to operate its digital station upon completion of construction.
²¹: On June 9, 2000, WUVG-TV was issued a Notice of Violation regarding the posting of its Chief Operator Designation, Emergency Alert System, and public inspection file. A response was filed on June 16, 2000 and the matter is pending.
²²: This station has an unlicensed digital construction permit and operates its digital station pursuant to special temporary authority.

X-0

Xxxxx Xxxxxxxxx Xxxxxxxx⁰⁰

XXXX(XX), Xxxxx Xx, Xxx Xxxxxx Licensee: License Expiration:		HBC License Corporation 10/1/2005
KAMA(AM), El Paso, Texas²⁴ Licensee: License Expiration:		Xxxxxxxx License Corporation 0/0/0000
XXXX(XX), Xxxxx, Xxxxx Licensee: License Expiration:		Rawhide Radio, LLC 0/0/0000
XXXX(XX), Xxxxxxx, Xxxxx Licensee: License Expiration:		HBC License Corporation 8/1/2005
KBNA(AM), El Paso, Texas²⁵ Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
XXXX-XX, Xx Xxxx, Xxxxx⁰⁰ Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005

²³: On September 22, 2003, the FCC granted its consent to the transfers of control of the licensees of the radio broadcast Stations listed herein from Hispanic Broadcasting Corporation to the Company. The Company consummated the transfers of control on September 22, 2003. On November 21, 2003, National Hispanic Policy Institute, Inc. filed an appeal of the grant of the application with the U.S. Court of Appeals for the D.C. Circuit. This matter remains pending.
²⁴: On September 25, 2000, KAMA(AM) was issued a Notice of Violation regarding an inspection of the station's Emergency Alert System. A response was filed on October 4, 2000. A Continuation of Notice of Violation was released on October 12, 2000. A response was filed on November 13, 2000 and the matter is pending.
²⁵: On September 25, 2000, KBNA-FM was issued a Notice of Violation regarding an inspection of the station's Emergency Alert System. A response was filed on October 4, 2000. A Continuation of Notice of Violation was released on October 12, 2000. A response was filed on November 13, 2000 and the matter is pending.
²⁶: On September 25, 2000, KBNA(AM) was issued a Notice of Violation regarding an inspection of the station's Emergency Alert System. A response was filed on October 4, 2000. A Continuation of Notice of Violation was released on October 12, 2000. A response was filed on November 13, 2000 and the matter is pending.

B-8

KBTQ(FM), Harlingen, Texas Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
KCOR(AM), San Antonio, Texas Licensee: License Expiration:		Xxxxxxxx License Corporation 0/0/0000
XXXX-XX, Xxxxxxx, Xxxxx Licensee: License Expiration:		HBC License Corporation 8/1/2005
KDOS(FM), Robinson, Texas Licensee: License Expiration:		KICI-FM License Corp. 8/1/2005
KDXX(FM), Benbrook, Texas Licensee: License Expiration:		KCYT-FM License Corp. 0/0/0000
XXXX(XX), Xxxxx Xxxxx, Xxxxxxxxxx⁰⁰ Licensee: License Expiration:		HBC License Corporation 12/1/2005
KESS(AM), Xxxx Xxxxx, Xxxxx⁰⁰ Licensee: License Expiration:		KESS-AM License Corp. 8/1/2005

²⁷: On November 25, 2003, KEMR(FM) was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending. In addition, KEMR(FM) is operating at parameters at variance to its license pursuant to special temporary authority in order to make repairs to its tower.
²⁸: KESS(AM) is operating at parameters at variance to its license pursuant to special temporary authority in order to make repairs to its sampling system.

B-9

KESS-FM, Lewisville, Texas Licensee: License Expiration:		KECS-FM License Corp. 8/1/2005
KGBT(AM), Harlingen, Texas²⁹ Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
KGBT-FM, McAllen, Texas Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
KHCK(AM), Dallas, Texas Licensee: License Expiration:		KMRT-AM License Corp. 8/1/2005
KHCK-FM, Denton, Texas Licensee: License Expiration:		KHCK-FM License Corp. 0/0/0000
XXXX-XX, Xxxxxxxx Xxxxxx, Xxxxxxx Licensee: License Expiration:		HBC License Corporation 10/1/2005
XXXX-FM1, Glendale, Arizona Licensee: License Expiration:		HBC License Corporation 10/1/2005
XXXX-FM, Wickenburg, Arizona Licensee: License Expiration:		HBC License Corporation 10/1/2005
XXXX-FM1, Constellation, Arizona Licensee: License Expiration:		HBC License Corporation 00/0/0000
XXXX(XX), Xxx Xxxxx, Xxx Xxxxxx Licensee: License Expiration:		HBC License Corporation 10/1/2005
KISF(FM), Las Vegas, Nevada Licensee: License Expiration:		HBC License Corporation 10/1/2005

²⁹: KGBT(AM) is operating at parameters at variance to its license pursuant to special temporary authority in order to replace its tower array and make other necessary repairs.

B-10

KINV(FM), Georgetown, Texas Licensee: License Expiration:		HBC License Corporation 0/0/0000
XXXX(XX), Xxxxxxxxxxx, Xxx Xxxxxx Licensee: License Expiration:		HBC License Corporation 10/1/2005
KKMR(FM), Arizona City, Arizona³⁰ Licensee: License Expiration:		HBC License Corporation 10/1/2005
KKSS(FM), Santa Fe, New Mexico Licensee: License Expiration:		HBC License Corporation 10/1/2005
KLAT(AM), Xxxxxxx, Xxxxx⁰⁰ Licensee: License Expiration:		Xxxxxxxx License Corporation 0/0/0000
XXXX(XX), Xxxx Xxxxx, Xxxxx Licensee: License Expiration:		HBC License Corporation 8/1/2005
KLNV(FM), San Diego, California Licensee: License Expiration:		HBC License Corporation 12/1/2005
KLQV(FM), San Diego, California Licensee: License Expiration:		HBC License Corporation 12/1/2005
KLSQ(AM), Whitney, Nevada Licensee: License Expiration:		KLSQ-AM License Corp. 10/1/2005

³⁰: On May 28, 2002, KKMR(FM) was issued a Notice of Violation regarding an inspection of the station's Emergency Alert System. A response was filed on June 26, 2002 and the matter is pending.
³¹: On November 25, 2003, KLAT(AM) was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending.

X-00

XXXX(XX), Xxxxxxx, Xxxxx⁰⁰ Licensee: License Expiration:		HBC Houston License Corporation 8/1/2005
KLTO(FM), Crystal Beach, Texas Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
KLVE(FM), Los Angeles, California Licensee: License Expiration:		KLVE-FM License Corp. 12/1/2005
KMRR(FM), Globe, Arizona³³ Licensee: License Expiration:		HBC License Corporation 10/1/2005
KNGT(FM), Cuero, Texas³⁴ Licensee: License Expiration:		Rawhide Radio, LLC 8/1/2005
KOBT(FM), Winnie, Texas³⁵ Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005

³²: On November 25, 2003, KLTN(FM) was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending.
³³: On May 28, 2002, KOMR(FM) was issued a Notice of Violation regarding an inspection of the station's Emergency Alert System. A response was filed on June 26, 2002 and the matter is pending.
³⁴: KNGT(FM) has an outstanding construction permit to move its city of license from Cuero to McQueeney, Texas (FCC File No. BPH-20010124AJI). This construction permit will expire on February 5, 2006.
³⁵: On November 25, 2003, KOBT(FM) was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending.

X-00

XXXX(XX), Xxx Xxxx, Xxxxxxx⁰⁰ Licensee: License Expiration:		HBC License Corporation 10/1/2005
KOSL(FM), Jackson, California Licensee: License Expiration:		HBC License Corporation 12/1/2005
KOVE-FM, Galveston, Texas³⁷ Licensee: License Expiration:		HBC License Corporation 0/0/0000
XXXX(XX), Xxxxxxxx Xxxx, Xxxxx⁰⁰ Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
KQBU-FM, Xxxx Xxxxxx, Xxxxx⁰⁰ Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
KQMR(FM), Indian Springs, Nevada Licensee: License Expiration:		HBC License Corporation 10/1/2005

³⁶: On May 28, 2002, KOMR(FM) was issued a Notice of Violation regarding an inspection of the station's Emergency Alert System. A response was filed on June 26, 2002 and the matter is pending.
³⁷: On November 25, 2003, KOVE-FM was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending. In addition, KOVE-FM is currently operating at reduced power. On December 16, 2003, the station filed a request for special temporary authority to operate at reduced power from an alternative transmitter site.
³⁸: On November 25, 2003, KPTY(FM) was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending.
³⁹: On November 25, 2003, KQBU-FM was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending.

X-00

XXXX-XX0, Xxx Xxxxx, Xxxxxx⁰⁰ Licensee: License Expiration:		HBC License Corporation N/A
KRCD(FM), Inglewood, California Licensee: License Expiration:		HBC License Corporation 12/1/2005
KRCV(FM), Xxxx Xxxxxx, Xxxxxxxxxx⁰⁰ Licensee: License Expiration:		HBC License Corporation 12/1/2005
XXXX(FM), San Antonio, Texas Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
KRTX(AM), Xxxxxxxxx-Xxxxxxxx, Texas⁴² Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
KSCA(FM), Glendale, California Licensee: License Expiration:		HBC License Corporation 12/1/2005
KSOL(FM), San Francisco, California⁴³ Licensee: License Expiration:		TMS License California, Inc. 12/1/2005

⁴⁰: KQMR-FM1 is a recently acquired construction permit (FCC File No. BNPFTB-20010831ACX) that expires on December 19, 2005.
⁴¹: KRCV(FM) is operating at parameters at variance to its license pursuant to special temporary authority in order to transmit from an alternative tower site as a forest fire caused the station to cease operations at its licensed transmitter location.
⁴²: On November 25, 2003, KRTX(AM) was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending.
⁴³: On November 25, 2003, KSOL(FM) was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending.

B-14

KSOL-FM2, Sausalito, etc, California Licensee: License Expiration:		TMS License California, Inc. 12/1/2005
KSOL-FM3, Pleasanton, California Licensee: License Expiration:		TMS License California, Inc. 12/1/2005
KSQL(FM), Santa Xxxx, California⁴⁴ Licensee: License Expiration:		TMS License California, Inc. 12/1/2005
KTNQ(AM), Los Angeles, California⁴⁵ Licensee: License Expiration:		KTNQ-AM License Corp. 00/0/0000
XXXX(XX), Xxx Xxxxxx, Xxx Xxxxxx Licensee: License Expiration:		HBC License Corporation 10/1/2005
KXTN(AM), San Antonio, Texas Licensee: License Expiration:		Xxxxxxxx License Corporation 0/0/0000
XXXX-XX, Xxx Xxxxxxx, Xxxxx Licensee: License Expiration:		Xxxxxxxx License Corporation 8/1/2005
KZOL(FM), North Fork, California Licensee: License Expiration:		HBC License Corporation 12/1/2005
WADO(AM), New York, New York Licensee: License Expiration:		WADO-AM License Corp. 6/1/2006

⁴⁴: On November 25, 2003, KSQL(FM) was issued a letter of inquiry regarding whether a telephone call allegedly broadcast over the station complied with Section 73.1206 of the FCC's rules. A request for a thirty-day extension to respond was filed on December 15, 2003 and the matter is pending.
⁴⁵: On July 14, 2000, KTNQ(AM) was issued a Notice of Violation regarding an inspection of the station's antenna structure registration. On July 25, 2000, a response was filed and the matter is pending.

X-00

XXXX-XX, Xxxxx, Xxxxxxx⁰⁰ Licensee: License Expiration:		WQBA-FM License Corp. 2/1/2004
WAQI(AM), Miami, Florida⁴⁷ Licensee: License Expiration:		License Corporation #1 2/1/2004
WCAA(FM), Newark, New Jersey Licensee: License Expiration:		WADO-AM License Corp. 0/0/0000
XXXX(XX), Xxxxxxx, Xxxxxxxx Licensee: License Expiration:		Xxxxxxxx License Corporation 12/1/2004
WKAQ(AM), San Xxxx, Puerto Rico⁴⁸ Licensee: License Expiration:		HBC Puerto Rico, Inc. 2/1/2004
WKAQ-FM, San Xxxx, Puerto Rico⁴⁹ Licensee: License Expiration:		HBC Puerto Rico, Inc. 2/1/2004
WKAQ-FM1, Xxxxx Xxxx, Puerto Rico⁵⁰ Licensee: License Expiration:		HBC Puerto Rico, Inc. 2/1/2004

⁴⁶: On September 30, 2003, WAMR-FM filed an application for license renewal (FCC File No. BRH-20030930BBT). The application was accepted for filing on October 2, 2003 and remains pending.
⁴⁷: On September 30, 2003, WAQI(AM) filed an application for license renewal (FCC File No. BR-20030930BBY). The application was accepted for filing on October 2, 2003 and remains pending.
⁴⁸: On September 30, 2003, WKAQ(AM) filed an application for license renewal (FCC File No. BR-20030930BCE). The application was accepted for filing on October 2, 2003 and remains pending. In addition, the station is operating at parameters at variance to its license pursuant to Special Temporary Authority due to emergency repairs to the antenna facilities after destruction by Hurricane Georges.
⁴⁹: On September 30, 2003, WKAQ-FM filed an application for license renewal (FCC File No. BRH-20030930BCL). The application was accepted for filing on October 2, 2003 and remains pending.
⁵⁰: The license renewal of WKAQ-FM1 was filed as part of the license renewal application for WKAQ-FM.

B-16

WOJO(FM), Evanston, Illinois Licensee: License Expiration:		Xxxxxxxx License Corporation 12/1/2004
WQBA(AM), Miami, Florida⁵¹ Licensee: License Expiration:		WQBA-AM License Corp. 2/1/2004
WRTO(AM), Chicago, Illinois Licensee: License Expiration:		WLXX-AM License Corp. 12/1/2004
WRTO-FM, Goulds, Florida Licensee: License Expiration:		License Corporation #2 2/1/2004
WUKQ(AM), Xxxxx, Puerto Rico⁵² Licensee: License Expiration:		HBC Puerto Rico, Inc. 2/1/2004
WUKQ-FM, Mayaguez, Puerto Rico⁵³ Licensee: License Expiration:		HBC Puerto Rico, Inc. 2/1/2004
WUKQ-FM1, Ponce, Puerto Rico⁵⁴ Licensee: License Expiration:		HBC Puerto Rico, Inc. 0/0/0000
XXXX-XX, Xxxxxxxx Xxxx, Xxxxxxxx Licensee: License Expiration:		HBC License Corporation 12/1/2004
WVIX(FM), Joliet, Illinois Licensee: License Expiration:		HBC License Corporation 12/1/2004

⁵¹: On September 30, 2003, WQBA(AM) filed an application for license renewal (FCC File No. BR-20030930BBQ). The application was accepted for filing on October 2, 2003 and remains pending.
⁵²: On September 30, 2003, WUKQ(AM) filed an application for license renewal (FCC File No. BR-20030930BCP). The application was accepted for filing on October 2, 2003 and remains pending.
⁵³: On September 30, 2003, WUKQ-FM filed an application for license renewal (FCC File No. BRH-20030930BCT). The application was accepted for filing on October 2, 2003 and remains pending.
⁵⁴: WUKQ-FM1 is a recently acquired construction permit (FCC File Xx. XXXXXX-00000000XXX modified by BMPFTB-20030325ABL) that expires on April 9, 2004.

B-17

QuickLinks

Exhibit 1.1

SCHEDULE I

Document Metadata

Table of Contents

Underwriting Agreement

Document Metadata