SPANISH BROADCASTING SYSTEM INC
EX-10.9 REGISTRATION RIGHTS AGREEMENT
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>14
<FILENAME>g85714exv10w9.txt
<DESCRIPTION>EX-10.9 REGISTRATION RIGHTS AGREEMENT
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.9

                        SPANISH BROADCASTING SYSTEM, INC.

       10 3/4% SERIES A CUMULATIVE EXCHANGEABLE REDEEMABLE PREFERRED STOCK

                          REGISTRATION RIGHTS AGREEMENT

         October 30, 2003

LEHMAN BROTHERS INC.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
DEUTSCHE BANK SECURITIES INC.
     As the Initial Purchasers,
         c/o Lehman Brothers Inc.
         745 Seventh Avenue
         New York, New York 10019


Ladies and Gentlemen:

         Spanish Broadcasting System Inc., a Delaware corporation (the
"COMPANY"), proposes to issue and sell (the "PRIVATE PLACEMENT") to Lehman
Brothers Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Deutsche
Bank Securities Inc., as initial purchasers (the "INITIAL PURCHASERS"), upon
terms set forth in a purchase agreement dated as of October 15, 2003 (the
"PURCHASE AGREEMENT") among the Company and the Initial Purchasers, 75,000
shares of its 10 3/4% Series A Cumulative Exchangeable Redeemable Preferred
Stock, par value $.01 per share, liquidation preference $1,000 per share (the
"SERIES A PREFERRED STOCK"), to be issued under a certificate of designations
filed with the Secretary of State of the State of Delaware on October 29, 2003.
As an inducement to you to enter into the Purchase Agreement and purchase the
Series A Preferred Stock and in satisfaction of a condition to your obligations
under the Purchase Agreement, the Company agrees with you for the benefit of the
holders from time to time of the Series A Preferred Stock (including the Initial
Purchasers), as follows:

         1. DEFINITIONS. Capitalized terms used herein without definition shall
have their respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following capitalized defined terms shall have the following
meanings:

                  "ADDITIONAL DIVIDENDS" has the meaning set forth in Section
                  5(b).

                  "AFFILIATE" of any specified person means any other person
                  that, directly or indirectly, is in control of, is controlled
                  by, or is under common control with, such specified person.
                  For purposes of this definition, "control" of a person means
                  the power, direct or indirect, to direct or cause the
                  direction of the management and policies of such person
                  whether by contract or otherwise; and the terms "controlling"
                  and "controlled" have meanings correlative to the foregoing.

                  "CERTIFICATE OF DESIGNATIONS" means the certificate of
                  designations filed with the Secretary of State of the State of
                  Delaware on October 29, 2003, pursuant to which the Series A
                  Preferred Stock is to be issued, as such Certificate of
                  Designations may be amended or supplemented from time to time
                  in accordance with the terms thereof.

                  "CERTIFICATED SHARES" has the meaning set forth in the
                  Certificate of Designations.

                  "CLOSING DATE" has the meaning set forth in the Purchase
                  Agreement.

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                  "COMMISSION" means the Securities and Exchange Commission.

                  "COMPANY" has the meaning set forth in the preamble hereto.

                  "DIVIDENDS PAYMENT DATE" means, with respect to the Series A
                  Preferred Stock, each date on which dividends are paid in
                  accordance with the Certificate of Designations.

                  "EFFECTIVENESS TARGET DATE" has the meaning set forth in
                  Section 5(b).

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
                  amended, and the rules and regulations of the Commission
                  promulgated thereunder.

                  "EXCHANGE NOTES INDENTURE" means the indenture pursuant to
                  which the Exchange Notes would, if issued, be issued, as such
                  indenture is amended or supplemented from time to time.

                  "EXCHANGE NOTES" means the Company's 10 3/4% Subordinated
                  Exchange Notes due 2013, for which the Preferred Stock is
                  exchangeable pursuant to the terms of the Certificate of
                  Designations or the Registered Preferred Stock Certificate of
                  Designations, as the case may be.

                  "EXCHANGE OFFER" means the registered offer by the Company
                  under the Securities Act to Holders of Series A Preferred
                  Stock to issue and deliver to such Holders, in exchange for
                  the Series A Preferred Stock held by such Holders, Registered
                  Preferred Stock in an aggregate liquidation preference equal
                  to the aggregate liquidation preference of the Transfer
                  Restricted Securities tendered in such exchange offer by such
                  Holders. Such Exchange Offer shall include the registration
                  under the Securities Act of Exchange Notes issuable in
                  exchange for the Registered Preferred Stock pursuant to the
                  terms of the Registered Preferred Stock Certificate of
                  Designations.

                  "EXCHANGE OFFER REGISTRATION PERIOD" means the longer of (A)
                  the period until the consummation of the Exchange Offer and
                  (B) 90 days after effectiveness of the Exchange Offer
                  Registration Statement, exclusive of any period during which
                  any stop order shall be in effect suspending the effectiveness
                  of the Exchange Offer Registration Statement; PROVIDED,
                  HOWEVER, that in the event that all resales of Registered
                  Preferred Stock (including, subject to the time periods set
                  forth herein, any resales by Exchanging Dealers) covered by
                  such Exchange Offer Registration Statement have been made, the
                  Exchange Offer Registration Statement need not remain
                  continuously effective for the period set forth in clause (B)
                  above.

                  "EXCHANGE OFFER REGISTRATION STATEMENT" means a Registration
                  Statement of the Company on an appropriate form under the
                  Securities Act with respect to the Exchange Offer, all
                  amendments and supplements to such Registration Statement,
                  including post-effective amendments, in each case including
                  the Prospectus contained therein, all exhibits thereto and all
                  material incorporated by reference therein.

                  "EXCHANGING DEALER" means any Holder (which may include the
                  Initial Purchasers) that is a broker-dealer, electing to
                  exchange Series A Preferred Stock acquired for its own account
                  as a result of market-making activities or other trading
                  activities for Registered Preferred Stock.

                  "GLOBAL PREFERRED SHARES" has the meaning set forth in the
                  Certificate of Designations.

                  "HOLDER" means the holders from time to time of the Series A
                  Preferred Stock and the Registered Preferred Stock received in
                  exchange for the Series A Preferred Stock.

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                  "PRIVATE PLACEMENT" has the meaning set forth in the preamble
                  hereto.

                  "INITIAL PURCHASERS" has the meaning set forth in the preamble
                  hereto.

                  "LOSSES" has the meaning set forth in Section 6(d) hereto.

                  "MAJORITY HOLDERS" means the Holders of a majority of the
                  aggregate liquidation preference of Preferred Stock registered
                  under a Registration Statement.

                  "MANAGING UNDERWRITERS" means the investment banker or
                  investment bankers and manager or managers that shall
                  administer an underwritten offering under a Shelf Registration
                  Statement.

                  "OFFERING MEMORANDUM" has the meaning set forth in the
                  Purchase Agreement.

                  "PREFERRED STOCK" means the Series A Preferred Stock and the
                  Registered Preferred Stock.

                  "PROSPECTUS" means the prospectus included in any Registration
                  Statement (including, without limitation, a prospectus that
                  discloses information previously omitted from a prospectus
                  filed as part of an effective registration statement in
                  reliance upon Rule 430A under the Securities Act), as amended
                  or supplemented by any prospectus supplement, with respect to
                  the terms of the offering of any portion of the Preferred
                  Stock or, if issued, Exchange Notes covered by such
                  Registration Statement, and all amendments and supplements to
                  the Prospectus, including post-effective amendments.

                  "PURCHASE AGREEMENT" has the meaning set forth in the preamble
                  hereto.

                  "PERSON" means any individual, corporation, partnership, joint
                  venture, association, joint-stock company, trust,
                  unincorporated organization, limited liability company or
                  government or any agency or political subdivision thereof or
                  any other entity.

                  "REGISTERED PREFERRED STOCK" means the Series B Preferred
                  Stock issued by the Company, identical in all material
                  respects to the Series A Preferred Stock, pursuant to the
                  Registered Preferred Stock Certificate of Designations.

                  "REGISTERED PREFERRED STOCK CERTIFICATE OF DESIGNATIONS" means
                  the certificate of designations filed with the Secretary of
                  State of the State of Delaware on October 29, 2003, pursuant
                  to which the Registered Preferred Stock is to be issued, as
                  such Registered Preferred Stock Certificate of Designations
                  may be amended or supplemented from time to time in accordance
                  with the terms thereof.

                  "REGISTRATION DEFAULT" has the meaning set forth in Section
                  5(b) hereof.

                  "REGISTRATION STATEMENT" means any Exchange Offer Registration
                  Statement or Shelf Registration Statement pursuant to the
                  provisions of this Agreement, amendments and supplements to
                  such registration statement, including post-effective
                  amendments, in each case including the Prospectus contained
                  therein, all exhibits thereto, and all material incorporated
                  by reference therein.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended,
                  and the rules and regulations of the Commission promulgated
                  thereunder.

                  "SENIOR DEBT" has the meaning set forth in the Certificate of
                  Designations.

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                  "SERIES A PREFERRED STOCK" means the Company's 10 3/4% Series
                  A Cumulative Redeemable Exchangeable Preferred Stock to be
                  issued pursuant to the Certificate of Designations.

                  "SHELF REGISTRATION" means a registration effected pursuant to
                  Section 3 hereof.

                  "SHELF REGISTRATION PERIOD" has the meaning set forth in
                  Section 3(b) hereof.

                  "SHELF REGISTRATION STATEMENT" means a "shelf" registration
                  statement of the Company pursuant to the provisions of Section
                  3 hereof, which covers some or all of the Transfer Restricted
                  Securities on an appropriate form under Rule 415 under the
                  Securities Act, or any similar rule that may be adopted by the
                  Commission, amendments and supplements to such registration
                  statement, including post-effective amendments, in each case
                  including the Prospectus contained therein, all exhibits
                  thereto and all material incorporated by reference therein.

                  "TRANSFER AGENT" means Wachovia Bank, National Association.

                  "TRANSFER RESTRICTED SECURITIES" means each share of Preferred
                  Stock or Exchange Note, if issued, until: (i) the date on
                  which such share of Series A Preferred Stock has been
                  exchanged by a Person other than a broker-dealer for
                  Registered Preferred Stock in the Exchange Offer; (ii)
                  following the exchange by a broker-dealer in the Exchange
                  Offer of Series A Preferred Stock for Registered Preferred
                  Stock, the date on which such Registered Preferred Stock or
                  Exchange Note is sold to a purchaser who receives from such
                  broker-dealer on or prior to the date of such sale a copy of
                  the Prospectus contained in the Exchange Offer Registration
                  Statement; (iii) the date on which such Preferred Stock or
                  Exchange Note has been effectively registered under the
                  Securities Act and disposed of in accordance with the Shelf
                  Registration Statement; or (iv) the date on which such
                  Preferred Stock or Exchange Note is distributed to the public
                  pursuant to Rule 144 under the Securities Act.

                  "TRUST INDENTURE ACT" means the Trust Indenture Act of 1939,
                  as amended.

                  "TRUSTEE" means Wachovia Bank, National Association.

                  "UNDERWRITER" means any underwriter of Preferred Stock in
                  connection with an offering thereof under a Shelf Registration
                  Statement.

                  "UNDERWRITTEN REGISTRATION" or "UNDERWRITTEN OFFERING" means a
                  registration in which securities of the Company are sold to an
                  underwriter for reoffering to the public.

         2. EXCHANGE OFFER; RESALES OF REGISTERED PREFERRED STOCK OR EXCHANGE
NOTES BY EXCHANGING DEALERS; PRIVATE EXCHANGE.

                  (a) The Company shall prepare and file with the Commission the
         Exchange Offer Registration Statement with respect to the Exchange
         Offer on or before the 90th calendar day after the Closing Date. The
         Company shall use its commercially reasonable efforts (i) to cause the
         Exchange Offer Registration Statement to be declared effective under
         the Securities Act on or prior to the 180th calendar day following the
         Closing Date and remain effective until the closing of the Exchange
         Offer and (ii) to consummate the Exchange Offer on or prior to the
         210th calendar day following the Closing Date.

                  (b) Upon the effectiveness of the Exchange Offer Registration
         Statement, the Company shall promptly commence the Exchange Offer, it
         being the objective of such Exchange Offer to enable each Holder
         electing to exchange Series A Preferred Stock for Registered Preferred
         Stock (assuming that such Holder (x) is not an "affiliate" of the
         Company within the meaning of the Securities Act, (y) is not a


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         broker-dealer that acquired the Series A Preferred Stock in a
         transaction other than as a part of its market-making or other trading
         activities and (z) if such Holder is not a broker-dealer, acquires the
         Registered Preferred Stock in the ordinary course of such Holder's
         business, is not participating in the distribution of the Registered
         Preferred Stock and has no arrangements or understandings with any
         person to participate in the distribution of the Registered Preferred
         Stock) to resell such Registered Preferred Stock or, if issued,
         Exchange Notes and after their receipt without any limitations or
         restrictions under the Securities Act and without material restrictions
         under the securities laws of a substantial proportion of the several
         states of the United States.

                  (c) In connection with the Exchange Offer, the Company shall
         mail to each Holder a copy of the Prospectus forming part of the
         Exchange Offer Registration Statement, together with an appropriate
         letter of transmittal and related documents, stating, in addition to
         such other disclosures as are required by applicable law:

                           (i) that the Exchange Offer is being made pursuant to
                  this Agreement and that all shares of Series A Preferred Stock
                  validly tendered will be accepted for exchange;

                           (ii) the dates of acceptance for exchange;

                           (iii) that any shares of Series A Preferred Stock not
                  tendered will remain outstanding and continue to accumulate
                  dividends, but will not retain any rights under this
                  Agreement;

                           (iv) that Holders electing to have shares of Series A
                  Preferred Stock exchanged pursuant to the Exchange Offer will
                  be required to surrender such shares of Series A Preferred
                  Stock, together with the enclosed letters of transmittal, to
                  the institution and at the address (located in the Borough of
                  Manhattan, The City of New York) specified in the notice prior
                  to the close of business on the last day of acceptance for
                  exchange; and

                           (v) that Holders will be entitled to withdraw their
                  election, not later than the close of business on the last day
                  of acceptance for exchange, by sending to the institution and
                  at the address (located in the Borough of Manhattan, The City
                  of New York) specified in the notice a telegram, telex,
                  facsimile transmission or letter setting forth the name of
                  such Holder, the aggregate liquidation preference of shares of
                  Series A Preferred Stock delivered for exchange and a
                  statement that such Holder is withdrawing his election to have
                  such shares of Series A Preferred Stock exchanged; and shall
                  keep the Exchange Offer open for acceptance for not less than
                  30 days (or longer if required by applicable law) after the
                  date notice thereof is mailed to the Holders; utilize the
                  services of a depositary for the Exchange Offer with an
                  address in the Borough of Manhattan, The City of New York; and
                  comply in all respects with all applicable laws relating to
                  the Exchange Offer.

                  (d) As soon as practicable after the close of the Exchange
         Offer, the Company shall:

                           (i) accept for exchange all shares of Series A
                  Preferred Stock duly tendered and not validly withdrawn
                  pursuant to the Exchange Offer;

                           (ii) deliver to the Transfer Agent for cancellation
                  all shares of Series A Preferred Stock so accepted for
                  exchange; and

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                           (iii) cause the Transfer Agent promptly to issue and
                  deliver to each Holder Registered Preferred Stock having an
                  aggregate liquidation preference equal to the Series A
                  Preferred Stock of such Holder so accepted for exchange.

                  (e) The Initial Purchasers and the Company acknowledge that,
         pursuant to interpretations by the staff of the Commission of Section 5
         of the Securities Act, and in the absence of an applicable exemption
         therefrom, each Exchanging Dealer is required to deliver a Prospectus
         in connection with a sale of any Registered Preferred Stock received by
         such Exchanging Dealer pursuant to the Exchange Offer in exchange for
         Series A Preferred Stock acquired for its own account as a result of
         market-making activities or other trading activities. Accordingly, the
         Company shall:

                           (i) include the information set forth in (A) ANNEX A
                  hereto on the cover of the Exchange Offer Registration
                  Statement, (B) in ANNEX B hereto in the forepart of the
                  Exchange Offer Registration Statement in a section setting
                  forth details of the Exchange Offer, (C) in ANNEX C hereto in
                  the underwriting or plan of distribution section of the
                  Prospectus forming a part of the Exchange Offer Registration
                  Statement, and (D) in ANNEX D hereto in the letter of
                  transmittal delivered pursuant to the Exchange Offer; and

                           (ii) use its reasonable best efforts to keep the
                  Exchange Offer Registration Statement continuously effective
                  under the Securities Act during the Exchange Offer
                  Registration Period for delivery of the prospectus included
                  therein by Exchanging Dealers in connection with sales of
                  Registered Preferred Stock (or, if issued, Exchange Notes)
                  received pursuant to the Exchange Offer, as contemplated by
                  Section 4(h) below; PROVIDED, HOWEVER, that the Company shall
                  not be required to maintain the effectiveness of the Exchange
                  Offer Registration Statement for more than 30 days following
                  the consummation of the Exchange Offer unless the Company has
                  been notified in writing on or prior to the 30th day following
                  the consummation of the Exchange Offer by one or more
                  Exchanging Dealers that such Holder has received Registered
                  Preferred Stock or, if issued, Exchange Notes as to which it
                  will be required to deliver a prospectus upon resale.

                  (f) In the event that an Initial Purchaser determines that it
         is not eligible to participate in the Exchange Offer with respect to
         the exchange of Series A Preferred Stock constituting any portion of an
         unsold allotment, upon the effectiveness of the Shelf Registration
         Statement as contemplated by Section 3 hereof and at the request of the
         Initial Purchasers, the Company shall issue and deliver to the Initial
         Purchasers, or to the party purchasing Series A Preferred Stock
         registered under the Shelf Registration Statement from the Initial
         Purchasers, in exchange for such Series A Preferred Stock, shares of
         Registered Preferred Stock having a like liquidation preference or, if
         issued, Exchange Notes having a like principal amount. The Company
         shall use its reasonable best efforts to cause the CUSIP Service Bureau
         to issue the same CUSIP number for such Registered Preferred Stock as
         for Registered Preferred Stock issued pursuant to the Exchange Offer.

                  (g) The Company shall use its commercially reasonable efforts
         to complete the Exchange Offer as provided above and shall comply with
         the applicable requirements of the Securities Act, the Exchange Act and
         other applicable laws and regulations in connection with the Exchange
         Offer. The Exchange Offer shall not be subject to any conditions, other
         than that (i) the Exchange Offer does not violate applicable law or any
         applicable interpretation of the staff of the Commission, (ii) no
         action or proceeding shall have been instituted or threatened in any
         court or by any governmental agency which might materially impair the
         ability of the Company to proceed with the Exchange Offer, and no
         material adverse development shall have occurred in any existing action
         or proceeding with respect to the Company and (iii) all governmental


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<PAGE>

         approvals shall have been obtained, which approvals the Company deems
         necessary for the consummation of the Exchange Offer. The Company shall
         inform the Initial Purchasers, upon their request, of the names and
         addresses of the Holders to whom the Exchange Offer is made, and the
         Initial Purchasers shall have the right, subject to applicable law, to
         contact such Holders and otherwise facilitate the tender of the shares
         of Series A Preferred Stock in the Exchange Offer.

                  (h) As a condition to its participation in the Exchange Offer
         pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Securities shall furnish, upon the request of the Company,
         prior to the consummation thereof, a written representation to the
         Company (which may be contained in the letter of transmittal
         contemplated by the Exchange Offer Registration Statement) to the
         effect that (A) it is not an affiliate of the Company, (B) it is not
         engaged in, and does not intend to engage in, and has no arrangement or
         understanding with any person to participate in, a distribution of the
         Registered Preferred Stock to be issued in the Exchange Offer and (C)
         it is acquiring the Registered Preferred Stock in its ordinary course
         of business. In addition, all such Holders of Transfer Restricted
         Securities shall otherwise cooperate in the Company's preparations for
         the Exchange Offer. Each Holder hereby acknowledges and agrees that any
         broker-dealer and any such Holder using the Exchange Offer to
         participate in a distribution of the securities to be acquired in the
         Exchange Offer (1) could not under Commission policy as in effect on
         the date of this Agreement rely on the position of the Commission
         enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
         Exxon Capital Holdings Corporation (available May 13, 1988), as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and similar no-action letters, and (2) must comply with
         the registration and prospectus delivery requirements of the Securities
         Act in connection with a secondary resale transaction and that such a
         secondary resale transaction should be covered by an effective
         registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Registered Preferred Stock obtained by such
         Holder in exchange for Series A Preferred Stock acquired by such Holder
         directly from the Company.

         3. SHELF REGISTRATION. If (i) because of any change in law or
applicable interpretations thereof by the Commission's staff, the Company
determines upon advice of its outside counsel that it is not permitted to effect
the Exchange Offer as contemplated by Section 2 hereof, or (ii) the Company is
not required to file the Exchange Offer Registration Statement for any reason
other than those specified in clause (i) above, or (iii) with respect to any
Holder of Transfer Restricted Securities, such Holder notifies the Company prior
to the 20th day following the consummation of the Exchange Offer that (A) such
Holder is prohibited by applicable law or Commission policy from participating
in the Exchange Offer, or (B) such Holder may not resell the Registered
Preferred Stock acquired by it in the Exchange Offer or, if issued, Exchange
Notes to the public without delivering a prospectus and that the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder, or (C) such Holder is an Exchanging
Dealer and holds Series A Preferred Stock, or, if issued, Exchange Notes
acquired directly from the Company or one of its affiliates (it being understood
that, for purposes of this Section 3, (x) the requirement that the Initial
Purchasers deliver a Prospectus containing the information required by Items 507
and/or 508 of Regulation S-K under the Securities Act in connection with sales
of Registered Preferred Stock or, if issued, Exchange Notes acquired in exchange
for such Series A Preferred Stock shall result in such Registered Preferred
Stock or Exchange Notes, as the case may be, being not "freely tradeable" and
(y) the requirement that an Exchanging Dealer deliver a Prospectus in connection
with sales of Registered Preferred Stock or, if issued, Exchange Notes, acquired
in the Exchange Offer in exchange for Series A Preferred Stock acquired as a
result of market-making activities or other trading activities shall not result
in such Registered Preferred Stock or Exchange Notes, as the case may be, being
not "freely tradeable"), the following provisions shall apply:

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<PAGE>

                  (a) The Company shall, as promptly as practicable (but in no
         event later than the 90th calendar day after the obligation to file a
         Shelf Registration Statement under this Section 3 arises), file with
         the Commission a Shelf Registration Statement relating to the offer and
         sale of the Transfer Restricted Securities by the Holders from time to
         time in accordance with the methods of distribution elected by such
         Holders and set forth in such Shelf Registration Statement and Rule 415
         under the Securities Act; PROVIDED that, with respect to Registered
         Preferred Stock received by the Initial Purchasers in exchange for
         Series A Preferred Stock constituting any portion of an unsold
         allotment, the Company may, if permitted by current interpretations by
         the Commission's staff, file a post-effective amendment to the Exchange
         Offer Registration Statement containing the information required by
         Regulation S-K Items 507 and/or 508, as applicable, in satisfaction of
         its obligations under this paragraph (a) with respect thereto, and any
         such Exchange Offer Registration Statement, as so amended, shall be
         referred to herein as, and governed by the provisions herein applicable
         to, a Shelf Registration Statement.

                  (b) The Company shall use its commercially reasonable efforts
         to cause the Shelf Registration Statement to be declared effective
         under the Securities Act on or prior to the 180th calendar day after
         the obligation to file a Shelf Registration Statement under this
         Section 3 arises and to keep such Shelf Registration Statement
         continuously effective in order to permit the Prospectus contained
         therein to be usable by Holders for a period of two years from the date
         the Shelf Registration Statement is declared effective by the
         Commission or such shorter period that will terminate when all the
         Transfer Restricted Securities covered by the Shelf Registration
         Statement have been sold pursuant to the Shelf Registration Statement
         (in any such case, such period being called the "SHELF REGISTRATION
         PERIOD"). The Company shall be deemed not to have used its commercially
         reasonable efforts to keep the Shelf Registration Statement effective
         during the requisite period if the Company voluntarily takes any action
         that would result in Holders of Transfer Restricted Securities covered
         thereby not being able to offer and sell such Transfer Restricted
         Securities during that period, unless (i) such action is required by
         applicable law, (ii) the Company complies with this Agreement or (iii)
         such action is taken by the Company or any Affiliates in good faith and
         for valid business reasons (not including avoidance of the Company's
         obligations hereunder), including the acquisition or divestiture of
         assets, so long as the Company promptly thereafter complies with the
         requirements of Section 4(m) hereof, if applicable.

         4. REGISTRATION PROCEDURES. In connection with any Shelf Registration
Statement and, to the extent applicable, any Exchange Offer Registration
Statement, the following provisions shall apply:

                  (a) The Company shall, within a reasonable time prior to the
         filing of any Registration Statement, any Prospectus, any amendment to
         a Registration Statement or amendment or supplement to a Prospectus or
         any document which is to be incorporated by reference into a
         Registration Statement or a Prospectus after initial filing of a
         Registration Statement, provide copies of such document to the Initial
         Purchasers and their counsel (and, in the case of a Shelf Registration
         Statement, the Holders and their counsel, upon their request) and make
         such representatives of the Company as shall be reasonably requested by
         the Initial Purchasers or their counsel (and, in the case of a Shelf
         Registration Statement, the Majority Holders or their counsel)
         available for discussion of such document, and shall not at any time
         file or make any amendment to the Registration Statement, any
         Prospectus or any amendment of or supplement to a Registration
         Statement or a Prospectus or any document which is to be incorporated
         by reference into a Registration Statement or a Prospectus, of which
         the Initial Purchasers and their counsel (and, in the case of a Shelf
         Registration Statement, the Holders and their counsel) shall not have
         previously been advised and furnished a copy or to which the Initial
         Purchasers or their counsel (and, in the case of a Shelf Registration
         Statement, the Holders or their counsel) shall object, except for any


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         amendment or supplement or document (a copy of which has been
         previously furnished to the Initial Purchasers and their counsel (and,
         in the case of a Shelf Registration Statement, the Majority Holders and
         their counsel, upon their request)) which counsel to the Company shall
         advise the Company, in the form of a written opinion, is required in
         order to comply with applicable law; each Initial Purchaser agrees
         that, if it receives timely notice and drafts under this clause (a), it
         will not take actions or make objections pursuant to this clause (a)
         such that the Company is unable to comply with its obligations under
         Section 2.

                  (b) The Company shall ensure that:

                           (i) any Registration Statement and any amendment
                  thereto and any Prospectus contained therein and any amendment
                  or supplement thereto complies in all material respects with
                  the Securities Act and the rules and regulations thereunder;

                           (ii) any Registration Statement and any amendment
                  thereto does not, when it becomes effective, contain an untrue
                  statement of a material fact or omit to state a material fact
                  required to be stated therein or necessary to make the
                  statements therein not misleading; and

                           (iii) any Prospectus forming part of any Registration
                  Statement, including any amendment or supplement to such
                  Prospectus, does not include an untrue statement of a material
                  fact or omit 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.

                  (c) (1) The Company shall advise the Initial Purchasers and,
         in the case of a Shelf Registration Statement, the Holders of Transfer
         Restricted Securities covered thereby, and, if requested by the Initial
         Purchasers or any such Holder, confirm such advice in writing:

                           (i) when a Registration Statement and any amendment
                  thereto has been filed with the Commission and when the
                  Registration Statement or any post-effective amendment thereto
                  has become effective; and

                           (ii) of any request by the Commission for amendments
                  or supplements to the Registration Statement or the Prospectus
                  included therein or for additional information.

                  (2) During the Shelf Registration Period or the Exchange Offer
         Registration Period, as applicable, the Company shall advise the
         Initial Purchasers and, in the case of a Shelf Registration Statement,
         the Holders of Transfer Restricted Securities covered thereby, and, in
         the case of an Exchange Offer Registration Statement, any Exchanging
         Dealer that has provided in writing to the Company a telephone or
         facsimile number and address for notices, and, if requested by the
         Initial Purchasers or any Holder or Exchanging Dealer, confirm such
         advice in writing:

                           (i) of the issuance by the Commission of any stop
                  order suspending the effectiveness of the Registration
                  Statement or the initiation of any proceedings for that
                  purpose;

                           (ii) of the receipt by the Company of any
                  notification with respect to the suspension of the
                  qualification of the Transfer Restricted Securities included
                  therein for sale in any jurisdiction or the initiation or
                  threatening of any proceeding for such purpose; and

                           (iii) of the happening of any event that requires the
                  making of any changes in the Registration Statement or the
                  Prospectus so that, as of such date, the Registration
                  Statement or the Prospectus does not include an untrue
                  statement of a material fact or omit to state a material fact


                                       9
<PAGE>

                  necessary to make the statements therein (in the case of the
                  Prospectus, in light of the circumstances under which they
                  were made) not misleading (which advice shall be accompanied
                  by an instruction to suspend the use of the Prospectus until
                  the requisite changes have been made).

                  (d) The Company shall use its reasonable best efforts to
         obtain the withdrawal of any order suspending the effectiveness of any
         Registration Statement at the earliest possible time.

                  (e) The Company shall furnish to each Holder of Transfer
         Restricted Securities covered by any Shelf Registration Statement that
         so requests, without charge, at least one copy of such Shelf
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules, and, if the Holder so
         requests in writing, all exhibits thereto.

                  (f) The Company shall, during the Shelf Registration Period,
         deliver to each Holder of Transfer Restricted Securities covered by any
         Shelf Registration Statement, without charge, as many copies of the
         Prospectus (including each preliminary Prospectus) included in such
         Shelf Registration Statement and any amendment or supplement thereto as
         such Holder may reasonably request; and the Company consents to the use
         of the Prospectus or any amendment or supplement thereto by each of the
         selling Holders of Transfer Restricted Securities in connection with
         the offering and sale of the Transfer Restricted Securities covered by
         the Prospectus or any amendment or supplement thereto.

                  (g) The Company shall furnish to each Exchanging Dealer that
         so requests, without charge, at least one copy of the Exchange Offer
         Registration Statement and any post-effective amendment thereto,
         including financial statements and schedules, any documents
         incorporated by reference therein and, if the Exchanging Dealer so
         requests in writing, all exhibits thereto.

                  (h) The Company shall, during the Exchange Offer Registration
         Period, promptly deliver to each Exchanging Dealer, without charge, as
         many copies of the Prospectus included in such Exchange Offer
         Registration Statement and any amendment or supplement thereto as such
         Exchanging Dealer may reasonably request for delivery by such
         Exchanging Dealer in connection with a sale of Registered Preferred
         Stock or, if issued, Exchange Notes or received by it pursuant to the
         Exchange Offer; and the Company consents to the use of the Prospectus
         or any amendment or supplement thereto by any such Exchanging Dealer,
         as provided in Section 2(e) above.

                  (i) Each Holder of Transfer Restricted Securities and each
         Exchanging Dealer agrees by its acquisition of such Transfer Restricted
         Securities to be sold by such Exchanging Dealer that, upon actual
         receipt of any notice from the Company of the happening of any event of
         the kind described in paragraph (c)(2)(i), (c)(2)(ii), or (c)(2)(iii)
         of this Section 4, such Holder will forthwith discontinue disposition
         of such Transfer Restricted Securities covered by such Registration
         Statement or Prospectus or Registered Preferred Stock or, if issued,
         Exchange Notes to be sold by such Holder or Exchanging Dealer, as the
         case may be, until such Holder's or Exchanging Dealer's receipt of the
         copies of the supplemented or amended Prospectus contemplated by
         Section 4(l) hereof, or until it is advised in writing by the Company
         that the use of the applicable Prospectus may be resumed, and has
         received copies of any amendments or supplements thereto. In the event
         that the Company shall give any such notice, the Exchange Offer
         Registration Period shall be extended by the number of days during such
         periods from and including the date of the giving of such notice to and
         including the date when each seller of the Registered Preferred Stock
         covered by such Registration Statement or Registered Preferred Stock to
         be sold by such Exchanging Dealer, as the case may be, shall have
         received (x) the copies of the supplemented or amended Prospectus
         contemplated by Section 4(l) hereof or (y) the advice in writing.

                                       10
<PAGE>

                  (j) Prior to the Exchange Offer or any other offering of
         Transfer Restricted Securities pursuant to any Registration Statement,
         the Company shall register or qualify or cooperate with the Holders of
         Transfer Restricted Securities included therein and their respective
         counsel in connection with the registration or qualification of such
         Transfer Restricted Securities for offer and sale under the securities
         or blue sky laws of such states as any such Holders reasonably request
         in writing and do any and all other acts or things necessary or
         advisable to enable the offer and sale in such states of the Transfer
         Restricted Securities covered by such Registration Statement; PROVIDED,
         HOWEVER, that the Company will not be required to qualify as a foreign
         corporation or as a dealer in securities in any jurisdiction in which
         it is not then so qualified, to file any general consent to service of
         process or to take any action that would subject it to general service
         of process in any such jurisdiction where it is not then so subject or
         to subject itself to taxation in respect of doing business in any
         jurisdiction in which it is not otherwise so subject.

                  (k) The Company shall issue, upon the request of any Holder of
         Series A Preferred Stock covered by the Shelf Registration Statement,
         Registered Preferred Stock, having an aggregate liquidation preference
         equal to the aggregate liquidation preference of Series A Preferred
         Stock surrendered to the Company by such Holder in exchange therefor or
         being sold by such Holder; such Registered Preferred Stock to be
         registered in the name of the purchaser(s) of such Registered Preferred
         Stock, as the case may be; in return, the Series A Preferred Stock held
         by such Holder shall be surrendered to the Company for cancellation.

                  (l) The Company shall cooperate with the Holders to facilitate
         the timely preparation and delivery of certificates representing
         Registered Preferred Stock or, if issued, Exchange Notes to be sold
         pursuant to any Registration Statement free of any restrictive legends
         and enable such Registered Preferred Stock or Exchange Notes, as the
         case may be, to be in such denominations and registered in such names
         as Holders may request prior to sales of Registered Preferred Stock or
         Exchange Notes, as the case may be, pursuant to such Registration
         Statement.

                  (m) Upon the occurrence of any event contemplated by paragraph
         (c)(2)(iii) of this Section 4, the Company shall promptly prepare and
         file a post-effective amendment to any Registration Statement or an
         amendment or supplement to the related Prospectus or any other required
         document so that, as thereafter delivered to purchasers of the Transfer
         Restricted Securities included therein, the Prospectus will not include
         an untrue statement of a material fact or omit to state any material
         fact necessary to make the statements therein, in light of the
         circumstances under which they were made, not misleading and, in the
         case of a Shelf Registration Statement, notify the Holders to suspend
         use of the Prospectus as promptly as practicable after the occurrence
         of such an event. Notwithstanding the foregoing, the Company shall not
         be required to amend or supplement a Shelf Registration Statement, any
         related Prospectus or any document incorporated therein by reference,
         for a period not to exceed an aggregate of 90 days in any calendar
         year, if the Company determines in its good faith judgment that the
         disclosure of such event at such time would have a material adverse
         effect on the business, operations, or prospects of the Company or the
         disclosure otherwise related to a pending material business transaction
         that has not yet been publicly disclosed.

                  (n) Not later than the effective date of any such Registration
         Statement hereunder, the Company shall provide a CUSIP number for the
         Transfer Restricted Securities registered under such Registration
         Statement, and provide the Transfer Agent with certificates for such
         Transfer Restricted Securities, in a form eligible for deposit with The
         Depository Trust Company.

                  (o) The Company shall use its best efforts to comply with all
         applicable rules and regulations of the Commission and shall make
         generally available to its security holders as soon as practicable


                                       11
<PAGE>

         after the effective date of the applicable Registration Statement an
         earnings statement meeting the requirements of Rule 158 under the
         Securities Act.

                  (p) The Company shall cause the Exchange Notes Indenture to be
         qualified under the Trust Indenture Act not later than the effective
         date of the first Registration Statement required by this Agreement,
         and, in connection therewith, cooperate with the Trustee under the
         Exchange Notes Indenture and the Holders of Preferred Stock to effect
         such changes to the Exchange Notes Indenture as may be required for
         such Exchange Notes Indenture to be so qualified in accordance with the
         terms of the Trust Indenture Act; and to execute and use its best
         efforts to cause the Trustee under the Exchange Notes Indenture to
         execute, all documents that may be required to effect such changes and
         all other forms and documents required to be filed with the Commission
         to enable such Exchange Notes Indenture to be so qualified in a timely
         manner.

                  (q) The Company may require each Holder of Transfer Restricted
         Securities to be sold pursuant to any Shelf Registration Statement to
         furnish to the Company such information regarding the Holder and the
         distribution of such Transfer Restricted Securities as the Company may
         from time to time reasonably require for inclusion in such Registration
         Statement.

                  (r) The Company shall, if requested, promptly incorporate in a
         Prospectus supplement or post-effective amendment to a Shelf
         Registration Statement, such information as the Managing Underwriters,
         if any, and Majority Holders reasonably agree should be included
         therein, and shall make all required filings of such Prospectus
         supplement or post-effective amendment promptly upon notification of
         the matters to be incorporated in such Prospectus supplement or
         post-effective amendment.

                  (s) In the case of any Shelf Registration Statement, the
         Company shall enter into such agreements (including underwriting
         agreements) and take all other appropriate actions in order to expedite
         or to facilitate the registration or the disposition of any Transfer
         Restricted Securities included therein, and in connection therewith, if
         an underwriting agreement is entered into, cause the same to contain
         indemnification provisions and procedures no less favorable than those
         set forth in Section 6 (or such other provisions and procedures
         acceptable to the Majority Holders and the Managing Underwriters, if
         any) with respect to all parties to be indemnified pursuant to Section
         6.

                  (t) In the case of any Shelf Registration Statement, the
         Company shall:

                           (i) make reasonably available for inspection by the
                  Holders of Transfer Restricted Securities to be registered
                  thereunder, any underwriter participating in any disposition
                  pursuant to such Shelf Registration Statement, and any
                  attorney, accountant or other agent retained by the Holders or
                  any such underwriter all relevant financial and other records,
                  pertinent corporate documents and properties of the Company
                  and any of its subsidiaries;

                           (ii) cause the Company's officers, directors and
                  employees to supply all relevant information reasonably
                  requested by the Holders or any such underwriter, attorney,
                  accountant or agent in connection with any such Registration
                  Statement as is customary for similar due diligence
                  examinations and make such representatives of the Company as
                  shall be reasonably requested by the Initial Purchasers or
                  Managing Underwriters, if any, available for discussion of any
                  such Registration Statement; PROVIDED, HOWEVER, that any
                  non-public information that is designated in writing by the
                  Company, in good faith, as confidential at the time of
                  delivery of such information shall be kept confidential by the
                  Holders or any such underwriter, attorney, accountant or
                  agent, unless such disclosure is made in connection with a
                  court proceeding or required by law, or such information


                                       12
<PAGE>

                  becomes available to the public generally or through a third
                  party without an accompanying obligation of confidentiality
                  other than as a result of a disclosure of such information by
                  any such Holder, underwriter, attorney, accountant or agent;

                           (iii) make such representations and warranties to the
                  Holders of Transfer Restricted Securities registered
                  thereunder and the underwriters, if any, in form, substance
                  and scope as are customarily made by issuers to underwriters
                  in similar underwritten offerings as may be reasonably
                  requested by them;

                           (iv) obtain opinions of counsel to the Company and
                  updates thereof (which counsel and opinions (in form, scope
                  and substance) shall be reasonably satisfactory to the
                  Managing Underwriters, if any) addressed to each selling
                  Holder and the underwriters, if any, covering such matters as
                  are customarily covered in opinions requested in similar
                  underwritten offerings and such other matters as may be
                  reasonably requested by such Holders and underwriters;

                           (v) obtain "cold comfort" letters and updates thereof
                  from the independent certified public accountants of the
                  Company (and, if necessary, any other independent certified
                  public accountants of any subsidiary of the Company or of any
                  business acquired by the Company for which financial
                  statements and financial data are, or are required to be,
                  included in the Registration Statement), addressed to the
                  underwriters, if any, and use reasonable efforts to have such
                  letter addressed to the selling Holders of Transfer Restricted
                  Securities registered thereunder (to the extent consistent
                  with Statement on Auditing Standards No. 72 of the American
                  Institute of Certified Public Accountants (AICPA) ("SAS 72")),
                  in customary form and covering matters of the type customarily
                  covered in "cold comfort" letters in connection with similar
                  underwritten offerings, or if the provision of such "cold
                  comfort" letters is not permitted by SAS 72 or if requested by
                  the Initial Purchasers or their counsel in lieu of a "cold
                  comfort" letter, an agreed-upon procedures letter under
                  Statement on Auditing Standards No. 75 of the AICPA, covering
                  matters requested by the Initial Purchasers or their counsel;
                  and

                           (vi) deliver such documents and certificates as may
                  be reasonably requested by the Majority Holders and the
                  Managing Underwriters, if any, and customarily delivered in
                  similar offerings, including those to evidence compliance with
                  Section 4(m) and with any conditions contained in the
                  underwriting agreement or other agreement entered into by the
                  Company.

         The foregoing actions set forth in clauses (iii), (iv), (v) and (vi) of
this Section 4(t) shall be performed at (A) the effectiveness of such Shelf
Registration Statement and each post-effective amendment thereto and (B) each
closing under any underwriting or similar agreement as and to the extent
required thereunder.

                  (u) The Company shall, in the case of a Shelf Registration,
         use its best efforts to cause all Transfer Restricted Securities to be
         listed on any securities exchange or any automated quotation system on
         which similar securities issued by the Company are then listed if
         requested by the Majority Holders, to the extent such Transfer
         Restricted Securities satisfy applicable listing requirements.

         5. REGISTRATION EXPENSES; REMEDIES.

                  (a) The Company shall bear all expenses incurred in connection
         with the performance of its obligations under Sections 2, 3 and 4
         hereof, including without limitation: (i) all Commission, stock
         exchange or National Association of Securities Dealers, Inc.
         registration and filing fees, (ii) all fees and expenses incurred in


                                       13
<PAGE>

         connection with compliance with state securities or blue sky laws
         (including reasonable fees and disbursements of counsel for any
         underwriters or Holders in connection with blue sky qualification of
         any Transfer Restricted Securities), (iii) all expenses of any persons
         in preparing or assisting in preparing, word processing, printing and
         distributing any Registration Statement, any Prospectus, any amendments
         or supplements thereto, any underwriting agreements, securities sales
         agreements and other documents relating to the performance of and
         compliance with this Agreement, (iv) the fees and disbursements of the
         Transfer Agent, the Trustee and their respective counsel, (v) the fees
         and disbursements of counsel for the Company and, in the case of a
         Shelf Registration Statement, the reasonable fees and disbursements of
         one counsel for the Holders (which shall be selected by the Majority
         Holders and which counsel may also be counsel for the Initial
         Purchasers) and, in the case of any Exchange Offer Registration
         Statement, the fees and expenses of counsel to the Initial Purchasers
         acting in connection therewith and (vi) the fees and disbursements of
         the independent public accountants of the Company, including the
         expenses of any special audits or "cold comfort" letters required by or
         incident to such performance and compliance, but excluding fees and
         expenses of counsel to the underwriters (other than fees and expenses
         set forth in clause (ii) above) or the Holders and underwriting
         discounts and commissions and transfer taxes, if any, relating to the
         sale or disposition of Transfer Restricted Securities by a Holder.

                  (b) In the event that the Company:

                           (i) fails to file the Exchange Offer Registration
                  Statement or Shelf Registration Statement, as the case may be,
                  on or before the date specified for either such filing;

                           (ii) either such registration statement is not
                  declared effective by the Commission on or prior to the date
                  specified for such effectiveness (the "EFFECTIVENESS TARGET
                  DATE");

                           (iii) the Company fails to consummate the Exchange
                  Offer within 30 days of the Effectiveness Target Date with
                  respect to the Exchange Offer Registration Statement; or

                           (iv) the Shelf Registration Statement or the Exchange
                  Offer Registration Statement is declared effective but
                  thereafter ceases to be effective or usable in connection with
                  the resales of Transfer Restricted Securities during the
                  periods specified in this Registration Rights Agreement (each
                  such event referred to in clauses (i) through (iv) above, a
                  "REGISTRATION DEFAULT"),

         then the Company will pay additional dividends as liquidated damages
         ("ADDITIONAL DIVIDENDS"), at a rate of 0.25% per year from and
         including the date of the Registration Default. The applicable
         additional dividend rate will increase by an additional 0.25% per year
         with respect to each subsequent 90-day period until all Registration
         Defaults have been cured; PROVIDED, HOWEVER, that in no event will the
         additional dividend rate exceed 2.00% per year in the aggregate
         regardless of the number of Registration Defaults; and PROVIDED,
         FURTHER, HOWEVER, that the additional dividend rate will increase
         without duplication for any additional events that would constitute an
         additional Registration Default arising as a result of the continuing
         circumstances of the initial Registration Default.

                  (c) If, after the cure of all Registration Defaults then in
         effect, there is a subsequent Registration Default, the additional


                                       14
<PAGE>

         dividend rate for that subsequent Registration Default shall initially
         be 0.25%, regardless of the additional dividend rate in effect with
         respect to any prior Registration Default at the time of the cure of
         that Registration Default.

                  (d) The Company shall pay all Additional Dividends in cash on
         each Dividend Payment Date commencing on the first Dividend Payment
         Date after the date of the applicable Registration Default; PROVIDED,
         HOWEVER, that if the Company is prohibited by the terms of its Senior
         Debt from paying such Additional Dividends in cash, such Additional
         Dividends may be paid by issuing additional shares of Series A
         Preferred Stock in lieu of cash.

                  (e) Following the cure of all Registration Defaults, the
         accrual of Additional Dividends will cease.

                  (f) Without limiting the remedies available to the Initial
         Purchasers and the Holders, the Company acknowledges that any failure
         by the Company to comply with its obligations under Sections 2 and 3
         hereof may result in material irreparable injury to the Initial
         Purchasers or the Holders for which there is no adequate remedy at law,
         that it will not be possible to measure damages for such injuries
         precisely and that, in the event of any such failure, the Initial
         Purchasers or any Holder may obtain such relief as may be required to
         specifically enforce the Company's obligations under Sections 2 and 3
         hereof.

         6. INDEMNIFICATION AND CONTRIBUTION.

                  (a) In connection with any Registration Statement, the Company
         agrees to indemnify and hold harmless each Holder of Transfer
         Restricted Securities covered thereby (including the Initial Purchasers
         and, with respect to any Prospectus delivery as contemplated by
         Sections 2(e) and 4(h) hereof, each Exchanging Dealer) the directors,
         officers, employees and agents of such Holder and each person who
         controls such Holder within the meaning of either the Securities Act or
         the Exchange Act, against any and all losses, claims, damages or
         liabilities, joint or several, to which they or any of them may become
         subject under the Securities Act, the Exchange Act or other federal or
         state statutory law or regulation, at common law or otherwise, insofar
         as such losses, claims, damages or liabilities (or actions in respect
         thereof) arise out of or are based upon any untrue statement or alleged
         untrue statement of a material fact contained in such Registration
         Statement as originally filed or in any amendment thereof, or in any
         preliminary Prospectus or Prospectus, or in any amendment thereof or
         supplement thereto, or arise out of or are based upon the omission or
         alleged omission to state therein a material fact required to be stated
         therein or necessary to make the statements therein (in the case of the
         Prospectus, in light of the circumstances under which they were made)
         not misleading, and agrees to reimburse each such indemnified party, as
         incurred, for any legal or other expenses reasonably incurred by them
         in connection with investigating or defending any such loss, claim,
         damage or liability (or action in respect thereof); PROVIDED, HOWEVER,
         that the Company will not be liable in any case to the extent that any
         such loss, claim, damage or liability arises out of or is based upon
         any such untrue statement or alleged untrue statement or omission or
         alleged omission made therein in reliance upon and in conformity with
         written information furnished to the Company by or on behalf of any
         such indemnified party specifically for inclusion therein or any
         information included therein pursuant to Section 4(r); PROVIDED
         FURTHER, HOWEVER, that the Company will not be liable in any case with
         respect to any untrue statement or omission or alleged untrue statement
         or omission made in any preliminary Prospectus or Prospectus, or in any
         amendment thereof or supplement thereto to the extent that any such
         loss, claim, damage or liability (or action in respect thereof)
         resulted from the fact that any indemnified party sold Transfer
         Restricted Securities to a person to whom there was not sent or given,
         at or prior to the written confirmation of such sale, a copy of the
         Prospectus as then amended or supplemented, if the Company had
         previously complied with the provisions of Section 4(c)(2) and 4(f) or
         4(h) hereof and if the untrue statement contained in or omission from
         such preliminary Prospectus or Prospectus was corrected in the


                                       15
<PAGE>

         Prospectus as then amended or supplemented. This indemnity agreement
         will be in addition to any liability that the Company may otherwise
         have.

         The Company also agrees to indemnify or contribute to Losses of, as
provided in Section 6(d) hereof, any underwriters of Transfer Restricted
Securities registered under a Shelf Registration Statement, their employees,
officers, directors and agents and each person who controls such underwriters on
the same basis as that of the indemnification of the Initial Purchasers and the
selling Holders provided in this Section 6(a) and shall, if requested by any
Holder, enter into an underwriting agreement reflecting such agreement, as
provided in Section 4(s) hereof.

                  (b) Each Holder of Transfer Restricted Securities covered by a
         Registration Statement (including the Initial Purchasers and, with
         respect to any Prospectus delivery as contemplated by Sections 2(e) and
         4(h) hereof, each Exchanging Dealer) severally and not jointly agrees
         to indemnify and hold harmless (i) the Company, (ii) each of the
         directors of the Company, (iii) each of the officers of the Company who
         signs such Registration Statement and (iv) each Person who controls the
         Company within the meaning of either the Securities Act or the Exchange
         Act to the same extent as the foregoing indemnity from the Company to
         each such Holder, but only with respect to written information
         furnished to the Company by or on behalf of such Holder specifically
         for inclusion in the documents referred to in the foregoing indemnity.
         This indemnity agreement will be in addition to any liability that any
         such Holder may otherwise have.

                  (c) Promptly after receipt by an indemnified party under this
         Section 6 of notice of the commencement of any action, such indemnified
         party will, if a claim in respect thereof is to be made against the
         indemnifying party under this Section 6, notify the indemnifying party
         in writing of the commencement thereof; but the failure so to notify
         the indemnifying party (i) will not relieve the indemnifying party from
         liability under paragraph (a) or (b) above unless and to the extent it
         did not otherwise learn of such action and such failure results in the
         forfeiture by the indemnifying party of substantial rights and
         defenses, and (ii) will not, in any event, relieve the indemnifying
         party from any obligations to any indemnified party other than the
         indemnification obligation provided in paragraph (a) or (b) above. The
         indemnifying party shall be entitled to appoint counsel (including
         local counsel) of the indemnifying party's choice at the indemnifying
         party's expense to represent the indemnified party in any action for
         which indemnification is sought (in which case the indemnifying party
         shall not thereafter be responsible for the fees and expenses of any
         separate counsel retained by the indemnified party or parties except as
         set forth below); PROVIDED, HOWEVER, that such counsel shall be
         reasonably satisfactory to the indemnified party. 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 (and local 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 are legal defenses
         available to it and/or other indemnified parties that 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. It is
         understood that the indemnifying party shall not, in connection with
         any proceeding or related proceedings in the same jurisdiction, be
         liable for the fees and expenses of more than one separate firm (in
         addition to any local counsel) for all such indemnified parties and
         that all such fees and expenses shall be reimbursed as they are


                                       16
<PAGE>

         incurred. An indemnifying party will not, without the prior written
         consent of the indemnified parties, settle or compromise or consent to
         the entry of any judgment with respect to any pending or threatened
         claim, action, suit or proceeding in respect of which indemnification
         or contribution may be sought hereunder (whether or not the indemnified
         parties are actual or potential parties to such claim or action) unless
         such settlement, compromise or consent includes an unconditional
         release of each indemnified party from all liability arising out of
         such claim, action, suit or proceeding. Anything in this subsection to
         the contrary notwithstanding, an indemnifying party shall not be liable
         for any settlement of any claim or action effected without its prior
         written consent; PROVIDED, HOWEVER, that such consent was not
         unreasonably withheld.

                  (d) In the event that the indemnity provided in paragraph (a)
         or (b) of this Section 6 is unavailable to or insufficient to hold
         harmless an indemnified party for any reason, then each applicable
         indemnifying party, in lieu of indemnifying such indemnified party,
         shall have a joint and several obligation to contribute to the
         aggregate losses, claims, damages and liabilities (including legal or
         other expenses reasonably incurred in connection with investigating or
         defending the same) (collectively "LOSSES") to which such indemnified
         party may be subject in such proportion as is appropriate to reflect
         the relative benefits received by such indemnifying party, on the one
         hand, and such indemnified party, on the other hand, from the Private
         Placement and the Registration Statement that resulted in such Losses;
         PROVIDED, HOWEVER, that in no case shall the Initial Purchasers or any
         subsequent Holder of any Transfer Restricted Security be responsible,
         in the aggregate, for any amount in excess of the purchase discount or
         commission applicable to such Transfer Restricted Security, or in the
         case of a Registered Preferred Stock, applicable to the Series A
         Preferred Stock that was exchangeable into such Registered Preferred
         Stock nor shall any underwriter be responsible for any amount in excess
         of the underwriting discount or commission applicable to the Transfer
         Restricted Securities purchased by such underwriter under the
         Registration Statement that resulted in such Losses. If the allocation
         provided by the immediately preceding sentence is unavailable for any
         reason, the indemnifying party and the indemnified party shall
         contribute in such proportion as is appropriate to reflect not only
         such relative benefits but also the relative fault of such indemnifying
         party, on the one hand, and such indemnified party, on the other hand,
         in connection with the statements or omissions that resulted in such
         Losses as well as any other relevant equitable considerations. Benefits
         received by the Company shall be deemed to be equal to the total net
         proceeds from the Private Placement (before deducting expenses) as set
         forth on the cover page of the Offering Memorandum. Benefits received
         by the Initial Purchasers shall be deemed to be equal to the total
         purchase discounts and commissions as set forth on the cover page of
         the Offering Memorandum, and benefits received by any other Holders
         shall be deemed to be equal to the value of receiving Transfer
         Restricted Securities registered under the Securities Act. Benefits
         received by any underwriter shall be deemed to be equal to the total
         underwriting discounts and commissions, as set forth on the cover page
         of the Prospectus forming a part of the Registration Statement that
         resulted in such Losses. Relative fault shall be determined by
         reference to whether any alleged untrue statement or omission relates
         to information provided by the indemnifying party, on the one hand, or
         by the indemnified party, on the other hand. The parties agree that it
         would not be just and equitable if contribution were determined by pro
         rata allocation or any other method of allocation that did not take
         account of the equitable considerations referred to above.
         Notwithstanding the provisions of this paragraph (d), 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. For purposes
         of this Section 6, each person who controls a Holder within the meaning


                                       17
<PAGE>

         of either the Securities Act or the Exchange Act and each director,
         officer, employee and agent of such Holder shall have the same rights
         to contribution as such Holder, and each person who controls the
         Company within the meaning of either the Securities Act or the Exchange
         Act, each officer of the Company who shall have signed the Registration
         Statement and each director of the Company shall have the same rights
         to contribution as the Company, subject in each case to the applicable
         terms and conditions of this paragraph (d).

                  (e) The provisions of this Section 6 will remain in full force
         and effect, regardless of any investigation made by or on behalf of any
         Holder or the Company or any of the officers, directors or controlling
         persons referred to in Section 6 hereof, and will survive the sale by a
         Holder of Transfer Restricted Securities covered by a Registration
         Statement.

         7. RULE 144A. The Company hereby agrees with each Holder, for so long
as any Transfer Restricted Securities remain outstanding, to make available to
any Holder or beneficial owner of Transfer Restricted Securities in connection
with any sale thereof and any prospective purchaser of such Transfer Restricted
Securities from such Holder or beneficial owner, the information required by
Rule 144A(d)(4) under the Securities Act in order to permit resales of such
Transfer Restricted Securities pursuant to Rule 144A.

         8. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS. No Holder may
participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all
reasonable questionnaires, powers of attorney, indemnities, underwriting
agreements, lock-up letters and other documents required under the terms of such
underwriting arrangements.

         9. SELECTION OF UNDERWRITERS. The Holders of Transfer Restricted
Securities covered by the Shelf Registration Statement who desire to do so may
sell such Transfer Restricted Securities in an Underwritten Offering. In any
such Underwritten Offering, the investment banker or investment bankers and
manager or managers that will administer the offering will be selected by the
Holders of a majority in aggregate liquidation preference or principal amount of
the Transfer Restricted Securities included in such offering; PROVIDED, that
such investment bankers and managers must be reasonably satisfactory to the
Company.

         10. MISCELLANEOUS.

                  (a) NO INCONSISTENT AGREEMENT. The Company has not, as of the
         date hereof, entered into, nor shall it, on or after the date hereof,
         enter into, any agreement that conflicts with the rights granted to the
         Holders herein or otherwise conflicts with the provisions hereof.

                  (b) AMENDMENTS AND WAIVERS. The provisions of this Agreement,
         including the provisions of this sentence, may not be amended,
         qualified, modified or supplemented, and waivers or consents to
         departures from the provisions hereof may not be given, unless the
         Company has obtained the written consent of the Holders of at least a
         majority of the then outstanding aggregate liquidation preference or
         principal amount of Transfer Restricted Securities (or, after the
         consummation of any Exchange Offer in accordance with Section 2 hereof,
         of Registered Preferred Stock or, if issued, Exchange Notes); PROVIDED
         that, with respect to any matter that directly or indirectly affects
         the rights of the Initial Purchasers hereunder, the Company shall
         obtain the written consent of the Initial Purchasers. Notwithstanding
         the foregoing (except the foregoing proviso), a waiver or consent to
         departure from the provisions hereof with respect to a matter that
         relates exclusively to the rights of Holders whose Transfer Restricted
         Securities are being sold pursuant to a Registration Statement and that
         does not directly or indirectly affect the rights of other Holders may
         be given by the Majority Holders, determined on the basis of Transfer
         Restricted Securities being sold rather than registered under such
         Registration Statement.



                                       18
<PAGE>

                  (c) NOTICES. All notices and other communications provided for
         or permitted hereunder shall be made in writing by hand-delivery,
         first-class mail, telex, telecopier, or air courier guaranteeing
         overnight delivery:

                           (i) if to a Holder, at the most current address given
                  by such Holder to the Company in accordance with the
                  provisions of this Section 10(c), which address initially is,
                  with respect to each Holder, the address of such Holder
                  maintained by the Transfer Agent, with a copy in like manner
                  to Lehman Brothers Inc.;

                           (ii) if to the Initial Purchasers, c/o Lehman
                  Brothers Inc., 745 Seventh Avenue, New York, New York 10019,
                  Attention: Stephen Mehos (Fax: 646-758-4477), with a copy, in
                  the case of any notice pursuant to Section 6(c), to the
                  Director of Litigation, Office of the General Counsel, Lehman
                  Brothers Inc., 399 Park Avenue, New York, NY 10022, with a
                  copy to Clifford Chance US LLP, 200 Park Avenue, New York, New
                  York 10166, Attention: Bonnie A. Barsamian, Esq.; and

                           (iii) if to the Company, Spanish Broadcasting System,
                  Inc., 2601 South Bayshore Drive, Coconut Grove, Florida 33133,
                  Attention: Joseph A. Garcia (Fax: 305-441-7861), with a copy
                  to Kaye Scholer LLP, 425 Park Avenue, New York, New York
                  10022-3598, Attention: William E. Wallace, Jr., Esq.

         All such notices and communications shall be deemed to have been duly
given when received. The Initial Purchasers, on the one hand, or the Company, on
the other, by notice to the other party or parties may designate additional or
different addresses for subsequent notices or communications.

                  (d) SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
         benefit of and be binding upon the successors and assigns of each of
         the parties, including, without the need for an express assignment or
         any consent by the Company thereto, subsequent Holders of Transfer
         Restricted Securities. The Company hereby agrees to extend the benefits
         of this Agreement to any Holder of Transfer Restricted Securities and
         any such Holder may specifically enforce the provisions of this
         Agreement as if an original party hereto.

                  (e) COUNTERPARTS. This Agreement may be executed in any number
         of counterparts and by the parties hereto in separate counterparts,
         each of which when so executed shall be deemed to be an original and
         all of which taken together shall constitute one and the same
         Agreement.

                  (f) HEADINGS. The headings in this Agreement are for
         convenience of reference only and shall not limit or otherwise affect
         the meaning hereof.

                  (g) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT
         REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.

                  (h) SEVERABILITY. In the event that any one or more of the
         provisions contained herein, or the application thereof in any
         circumstances, is held invalid, illegal or unenforceable in any respect
         for any reason, the validity, legality and enforceability of any such
         provision in every other respect and of the remaining provisions hereof
         shall not be in any way impaired or affected thereby, it being intended
         that all of the rights and privileges of the parties shall be
         enforceable to the fullest extent permitted by law.

                  (i) TRANSFER RESTRICTED SECURITIES HELD BY THE COMPANY, ETC.
         Whenever the consent or approval of Holders of a specified percentage
         of the aggregate liquidation preference or principal amount of Transfer
         Restricted Securities is required hereunder, Transfer Restricted


                                       19
<PAGE>

         Securities held by the Company or its Affiliates (other than subsequent
         Holders of Transfer Restricted Securities if such subsequent Holders
         are deemed to be Affiliates solely by reason of their holdings of such
         Transfer Restricted Securities) shall not be counted in determining
         whether such consent or approval was given by the Holders of such
         required percentage.




                [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]



                                       20
<PAGE>


         Please confirm that the foregoing correctly sets forth the agreement
between the Company and you.

                                      Very truly yours,

                                      SPANISH BROADCASTING SYSTEM, INC.



                                      By: /s/ JOSEPH A. GARCIA
                                          --------------------------------------
                                          Name:  Joseph A. Garcia
                                          Title: Chief Financial Officer,
                                                 Executive Vice President
                                                 and Secretary


The foregoing Agreement is hereby
accepted as of the date first above written.

LEHMAN BROTHERS INC.



By:  /s/ ELIZABETH SATIN
     --------------------------------------
     Name:  Elizabeth Satin
     Title: Managing Director

MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED



By:  /s/ TODD BERNICK
     --------------------------------------
     Name:  Todd Bernick
     Title: Authorized Signatory

DEUTSCHE BANK SECURITIES INC



By:  /s/ JEFFREY S. AMLING
     --------------------------------------
     Name:  Jeffrey S. Amling
     Title: Managing Director



By:  /s/ BLAIR FAULSTICH
     --------------------------------------
     Name:  Blair Faulstich
     Title: Director




                                       21
<PAGE>


                                                                         ANNEX A


         Each broker-dealer that receives Registered Preferred Stock for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Registered Preferred Stock or,
if issued, Exchange Notes. The Letter of Transmittal states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.
This Prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of Registered Preferred
Stock, or if issued, Exchange Notes, received in exchange for Series A Preferred
Stock where such Series A Preferred Stock were acquired by such broker-dealer as
a result of market-making activities or other trading activities. The Company
has agreed that, starting on the Expiration Date (as defined herein) and ending
on the close of business one year after the Expiration Date, it will make this
Prospectus available to any broker-dealer for use in connection with any such
resale. See "Plan of Distribution."




                                       22
<PAGE>


                                                                         ANNEX B


         Each broker-dealer that receives Registered Preferred Stock for its own
account in exchange for Series A Preferred Stock, where such Series A Preferred
Stock were acquired by such broker-dealer as a result of market-making
activities or other trading activities, must acknowledge that it will deliver a
prospectus in connection with any resale of such Registered Preferred Stock, or
if issued, Exchange Notes. See "Plan of Distribution."




                                       23
<PAGE>


                                                                         ANNEX C


         Each broker-dealer that receives Registered Preferred Stock for its own
account pursuant to the Exchange Offer must acknowledge that it will deliver a
prospectus in connection with any resale of such Registered Preferred Stock, or
if issued, Exchange Notes. This Prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of
Registered Preferred Stock, or if issued, Exchange Notes received in exchange
for Series A Preferred Stock where such Series A Preferred Stock were acquired
as a result of market-making activities or other trading activities. The Company
has agreed that, starting on the Expiration Date and ending on the close of
business one year after the Expiration Date, it will make this Prospectus, as
amended or supplemented, available to any broker-dealer for use in connection
with any such resale. In addition, until such date all dealers effecting
transactions in the Registered Preferred Stock, or if issued, Exchange Notes may
be required to deliver a prospectus.




                                       24
<PAGE>


                                                                         ANNEX D


         If the undersigned is a broker-dealer that will receive Registered
Preferred Stock for its own account in exchange for Series A Preferred Stock, it
represents that the Series A Preferred Stock to be exchanged for the Registered
Preferred Stock were acquired by it as a result of market-making activities or
other trading activities and acknowledges that it will deliver a prospectus in
connection with any resale of such Series A Preferred Stock; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.





                                       25

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