EX-10.1.2 AMENDMENT NO.2 TO CREDIT FACILITY

EX-10.1.2 4 g81903exv10w1w2.txt EX-10.1.2 AMENDMENT NO.2 TO CREDIT FACILITY Exhibit 10.1.2 SUSQUEHANNA MEDIA CO. LETTER AMENDMENT DATED AS OF NOVEMBER 19, 1999 [SUSQUEHANNA MEDIA LOGO] SUSQUEHANNA MEDIA CO. 140 EAST MARKET STREET SUSQUEHANNA RADIO CORP. YORK, PENNSYLVANIA 17401 SUSQUEHANNA CABLE CO. November 19, 1999 ###-###-#### FAX ###-###-#### To First Union National Bank as Agent and the Lenders Party to the Credit Agreement, dated as of May 12, 1999, as amended as of July 19, 1999, among Susquehanna Media Co., the Subsidiary Guarantors, the Agent and the Lenders referred to therein. Re: Amendment No. 2 to Credit Agreement Dear Sir/Madam: Susquehanna Fiber Systems, Inc. ("Fiber"), a subsidiary of Susquehanna Media Co. would like to issue 5 shares of its capital stock (representing approximately 1/2% interest in Fiber) to John Ramirez, an employee of Media or a subsidiary of Media. This transaction is not permitted under the terms of the Credit Agreement referred to above (the "Credit Agreement"). Accordingly, the undersigned hereby requests your consent to the amendment of Sections 7.25 and 7.28 of the Credit Agreement to allow this transaction. Specifically, we wish to amend the second sentence of Section 7.25 of the Credit Agreement to read as follows: No Subsidiary of the Company shall issue, authorize the issuance of, or obligate itself to issue any shares of its capital stock or ownership interests to any Person, that (i) would contravene any other provision of this Agreement, including result in a Change of Control, or (ii) would result in there being capital stock or ownership interests of a Subsidiary that is not pledged pursuant to the Pledge Agreements, except that (a) stock and options to purchase non-voting stock of BlazeNet and of Susquehanna Radio may be issued pursuant to the stock option plans of such Subsidiaries presently in effect without requiring that such stock be pledged pursuant to the Pledge Agreements so long as the amount of stock of BlazeNet and of Susquehanna Radio that is not pledged does not exceed an aggregate of ten percent (10%) of the issued and outstanding stock of each such entity and (b) five shares of capital stock of Susquehanna Fiber Systems, Inc. may be issued to an employee of the Borrower or a subsidiary of Borrower thereof without requiring that such stock be pledged pursuant to the Pledge Agreements. (Obviously, clause (b) is the provision that would be new and address this issue.) Moreover, we wish to amend paragraph (d) of Section 7.28 of the Credit Agreement by adding the following phrase at the end immediately preceding the period: "and except as otherwise permitted by Section 7.25 above". Subsidiary of Susquehanna Pfaltzgraff Co. The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: - ---------------------------------------- Name of Lender By: ------------------------------------ Name: Title: FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Bank of America N.A. - ---------------------------------------- Name of Lender By: Roselyn Drake ------------------------------------ Name: Roselyn Drake Title: Principal FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Union Bank of California, N.A. - ---------------------------------------- Name of Lender By: Jenny Dongo ------------------------------------ Name: Jenny Dongo Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Brown Brothers Harriman & Co. - ---------------------------------------- Name of Lender By: J. Clark O'Donoghue ------------------------------------ Name: J. Clark O'Donoghue Title: Manager FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Mellon Bank, N.A. - ---------------------------------------- Name of Lender By: Nancy E. Gale ------------------------------------ Name: Nancy E. Gale Title: Assistant Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: KEY CORPORATE CAPITAL INC. - ---------------------------------------- Name of Lender By: Kenneth J. Keeler ------------------------------------ Name: KENNETH J. KEELER Title: SENIOR VICE PRESIDENT FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: The Bank of Nova Scotia - ---------------------------------------- Name of Lender By: VINCENT J. FITZGERALD, JR. ------------------------------------ NAME: VINCENT J. FITZGERALD, JR. Title: AUTHORIZED SIGNATORY FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Summit Bank - ---------------------------------------- Name of Lender By: Donald J. Oberj Jr. ------------------------------------ Name: Donald J. Oberj Jr. Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: PNC Bank, N.A. - ---------------------------------------- Name of Lender By: Karen L. Koomen ------------------------------------ Name: Karen L. Koomen Title: Assistant Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: AllFirst Bank - ---------------------------------------- Name of Lender By: Timothy A. Knabe ------------------------------------ Name: Timothy A. Knabe Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Firstrust Bank - ---------------------------------------- Name of Lender By: Kent Nelson ------------------------------------ Name: Kent Nelson Title: VP FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: FIRST HAWAIIAN BANK - ---------------------------------------- Name of Lender By: TRAVIS RUETENIK ------------------------------------ Name: TRAVIS RUETENIK Title: ASST. VICE PRESIDENT FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Bank of Montreal - ---------------------------------------- Name of Lender By: W. T. CALDER ------------------------------------ Name: W. T. CALDER Title: MANAGING DIRECTOR FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: CRESTAR BANK - ---------------------------------------- Name of Lender By: [ILLEGIBLE] ------------------------------------ Name: [ILLEGIBLE] Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Bank of Hawaii - ---------------------------------------- Name of Lender By: [ILLEGIBLE] ------------------------------------ Name: [ILLEGIBLE] Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: U.S. Bank - ---------------------------------------- Name of Lender By: Matthew S. Thoreson ------------------------------------ Name: Matthew S. Thoreson Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: City National Bank - ---------------------------------------- Name of Lender By: Rod Bollins ------------------------------------ Name: Rod Bollins Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Compagnie Financiere de CIC et de l'Union Europeenne - ---------------------------------------- Name of Lender By: Marcus Edward Sean Mounier ------------------------------------ -------------------------------- Name: Marcus Edward Sean Mounier Title: Vice President First Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: THE CIT GROUP/EQUIPMENT FINANCING, INC. - ---------------------------------------- Name of Lender By: J.E. PALMER ------------------------------------ Name: J.E. PALMER Title: ASSISTANT VICE PRESIDENT FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: MICHIGAN NATIONAL - ---------------------------------------- Name of Lender By: JEFFREY W. BILLY ------------------------------------ Name: JEFFREY W. BILLY Title: VICE PRESIDENT FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: National City Bank of Pennsylvania - ---------------------------------------- Name of Lender By: [ILLEGIBLE] ------------------------------------ Name: Title: FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: General Electric Capital Corporation - ---------------------------------------- Name of Lender By: KARL KIEFFER ------------------------------------ Name: KARL KIEFFER Title: DULY AUTHORIZED SIGNATORY FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: MORGAN STANLEY DEAN WITTER PRIME INCOME TRUST - --------------------------------------------- Name of Lender By: Sheila Finnery ------------------------------------ Name: Sheila Finnery Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: Highland Legacy Limited By: Highland Capital Management as Collateral Manager - ----------------------------------------------------- Name of Lender By: James Dondero, CFA, CFA ------------------------------------ Name: James Dondero, CFA, CFA Title: President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: New York Life Insurance Co. - ---------------------------------------- Name of Lender By: S. Thomas Knoff ------------------------------------ Name: S. Thomas Knoff Title: Director FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: PILGRIM PRIME RATE TRUST By: Pilgrim Investments, Inc. as its investment manager - ---------------------------------------- Name of Lender By: Robert L. Wilson ------------------------------------ Name: Robert L. Wilson Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2 The Credit Agreement and the other Loan Documents are, and shall continue to be, in full force and effect and are hereby in all respects confirmed, approved and ratified, subject to the requested amendments if approved by you. Please indicate your approval by signing a counterpart of this letter agreement and returning the same to Jill Bronson Drinker Biddle & Reath LLP One Logan Square 18th and Cherry Street Philadelphia, PA 19103-6996 Fax: 215 ###-###-####. As you know Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Jill a faxed signature page as well as a hard copy by overnight mail. If you have any questions of a business matter, please call Elizabeth Elmore at ###-###-####, Senior Vice President in charge of this credit for the Agent. Jill Bronson, at ###-###-####, will address any questions of a legal nature. Thank you. Very Truly Yours, SUSQUEHANNA MEDIA CO., FOR ITSELF AND ON BEHALF OF THE SUBSIDIARY GUARANTORS By: Alan L. Brayman ----------------------------------- Name: Alan L. Brayman Title: Treasurer Agreed to by: SEQUILS - Pilgrim I, Ltd. By: Pilgrim Investments, Inc. as its investment manager - ---------------------------------------- Name of Lender By: Robert L. Wilson ------------------------------------ Name: Robert L. Wilson Title: Vice President FIRST UNION NATIONAL BANK, As Agent and a Lender By: Elizabeth Elmore ------------------------------------- Name: Elizabeth Elmore Title: Senior Vice President 2