EX-10.1.4 AMENDMENT NO.4 TO CREDIT FACILITY

EX-10.1.4 6 g81903exv10w1w4.txt EX-10.1.4 AMENDMENT NO.4 TO CREDIT FACILITY Exhibit 10.1.4 SUSQUEHANNA MEDIA CO. 4TH AMENDMENT TO CREDIT AGREEMENT (LETTER AMENDMENT) DATED AS OF JANUARY 10, 2001 [SUSQUEHANNA MEDIA LOGO] Susquehanna Media Co. 140 East Market Street Susquehanna Radio Corp. York, Pennsylvania 17401 Susquehanna Communications ###-###-#### FAX ###-###-#### January 10, 2001 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, November 19, 1999 and May 15, 2000, among Susquehanna Media Co., the Subsidiary Guarantors, the Agent and the Lenders referred to therein (the "Credit Agreement") Re: Amendment No. 4 to Credit Agreement Dear Sir/Madam: A subsidiary of Susquehanna Media Co. would like to invest in a newly-formed entity, which has the ownership rights to an FM radio station in Kansas City, MO (call letters KGAR). Such subsidiary anticipates spending approximately $10,500,000 for a 40% ownership interest in such entity and expects to acquire an option to purchase at a future date the remainder at a price to be determined. The proposed investment would exceed the amount permitted by clause (d) of Section 7.3.2 of the Credit Agreement (Investments). In addition, there would be some uncertainty as to the permissibility of the acquisition of the remaining equity even if there were availability under Section 7.3.3 of the Credit Agreement (Acquisitions) at the time of the exercise of the option. Accordingly, the undersigned hereby requests that you agree to amend the Credit Agreement in order to increase the amount of permitted investments under said clause (d) of Section 7.3.2 and in order to provide more flexibility under Section 7.3.3. In particular, with your permission, clause (d) of Section 7.3.2 shall be amended in its entirety to read as follows: Subsidiary of Susquehanna Pfaltzgraff Co. First Union National Bank January 10,2001 Page Two (d) minority Investments not in excess of $15,000,000 (determined by the amount invested) in the aggregate in any calendar year in Persons engaged in Permitted Businesses, provided, that immediately before and after making each such Investment, no Potential Event of Default or Event of Default shall have occurred and be continuing; Additionally, the lead-in language preceding clause (a) of Section 7.3.3. shall, with your permission, be amended to read as follows: Notwithstanding the terms of Section 7.3.1 above, the Company or any Subsidiary of the Company may, in one transaction or a series of related transactions, acquire all or substantially all of the equity of (or, if the Company or such Subsidiary shall have an Investment in a Person, then the remaining equity of), and a Subsidiary of the Company may acquire all or substantially all of the assets of, a Person, or division thereof, that is solely engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. -2- First Union National Bank January 10, 2001 Page Three If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: ------------------------------------- Name: Title: -3- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: Bank of America, N.A. - ------------------------------------------------- Name of Lender By: PATRICK HONEY ------------------------------------ Name: PATRICK HONEY Vice President -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ Alan L. Brayman --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: Key Corporate Capital Inc. - ------------------------------------------------- Name of Lender By: Amy Ciano ------------------------------------- Name: Amy Ciano Title: Vice President -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ 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 -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ Alan L. Brayman --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: PNC BANK, NATIONAL ASSOCIATION - ------------------------------------------------- Name of Lender By: KAREN L. KOOMAN ------------------------------------- Name: KAREN L. KOOMAN Title: VICE PRESIDENT -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ Alan L. Brayman --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: Mellon Bank, N.A. - ------------------------------------------------- Name of Lender By: Thomas J. Tarasovich, Jr. ------------------------------------- Name: Thomas J. Tarasovich, Jr. Title: Lending Officer -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- 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 -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ Alan L. Brayman --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: Michigan National - ------------------------------------------------- Name of Lender By: Jason W. Bierlein ------------------------------------- Name: Jason W. Bierlein Title: Relationship Manager -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: [Illegible] - ------------------------------------------------- Name of Lender By: [Illegible] ------------------------------------- Name: -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: BANK OF HAWAII - ------------------------------------------------- Name of Lender By: Luke Yeh ------------------------------------- Name: Luke Yeh Title: Vice President -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- 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 -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: NATIONAL CITY BANK OF PENNSYLVANIA - ------------------------------------------------- Name of Lender By: Alan M. Zang ------------------------------------- Name: Alan M. Zang Title: SVP -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ Alan L. Brayman --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: ABN AMRO Bank N.V. ABN AMRO Bank N.V. By: David Carrington By: Thomas Cha ------------------------------------ ------------------------------------ Name: David Carrington Name: Thomas Cha Title: Group Vice President Title: Corporate Banking Officer -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ 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 -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ 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 -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: US Bank National Association - ------------------------------------------------- Name of Lender By: Peter Bentley ------------------------------------- Name: Peter Bentley Title: Senior Vice President -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ Alan L. Brayman --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: SunTrust Bank - ------------------------------------------------- Name of Lender By: [Illegible] ------------------------------------- Name: [Illegible] Director -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: First Hawaiian Bank - ------------------------------------------------- Name of Lender By:Shannon Sansevero ------------------------------------- Name: Shannon Sansevero Media Finance Officer -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ 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 -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: General Electric Capital Corporation - ------------------------------------------------- Name of Lender By: KARL KIEFFER ------------------------------------- Name: KARL KIEFFER DULY AUTHORIZED SIGNATORY -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: /s/ Alan L. Brayman --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: CREDIT INDUSTRIEL ET COMMERCIAL - ------------------------------------------------- Name of Lender By: Marcus Edward Anthony Rock ----------------------------------- ------------------------------------ Name: Marcus Edward Anthony Rock Title: Vice President Vice President -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: ELC (Cayman) Ltd. CDO Series 1999-I - ------------------------------------------------- Name of Lender By: Mark K. Misenheimer ------------------------------------- Name: Mark K. Misenheimer Title: SVP -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: THE CIT GROUP/EQUIPMENT FINANCING, INC. - ------------------------------------------------- Name of Lender By: Michael V. Monahan ------------------------------------- Name: Michael V. Monahan Title: Vice President -2- engaged in a Permitted Business (an "Acquisition"), but only subject to and upon satisfaction of the following terms: 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, Esquire Drinker Biddle & Reath LLP One Logan Square 18th & Cherry Streets Philadelphia, PA 19103 Fax #: (215) 988-2757 As you know, Drinker Biddle & Reath LLP is counsel to the Agent on this matter. Please send Ms. Bronson a faxed signature page as well as a hard copy by mail. We are requesting that the faxed signature pages be sent by 5:00 p.m. (Philadelphia, Pennsylvania time), Wednesday, January 17, 200l and the hard copies be sent for delivery the following day. If you have any questions of a business nature, please call Larry Sullivan, Vice President of First Union at ###-###-####. 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: --------------------------------------- Name: Alan L. Brayman Title: Treasurer AGREED TO BY: MERRILL LYNCH GLOBAL INVESTMENT SERIES: BANK LOAN INCOME PORTFOLIO By: Merrill Lynch Investment Mangers, L.P. as Investment Advisor - ------------------------------------------------- Name of Lender By: Jaimin Patel ------------------------------------- Name: Jaimin Patel Title: Authorized Signatory MASTER SENIOR FLOATING RATE TRUST By: Jaimin Patel ------------------------------------- Jaimin Patel Authorized Signatory -2- FIRST UNION NATIONAL BANK as Agent and a Lender By: Lawrence P. Sullivan ------------------------------------- Name: Lawrence P. Sullivan Title: Vice President -3-