CONSENT AND AMENDMENT NO. 2 dated as of September 14, 2006

Exhibit 10.16

CONSENT AND AMENDMENT NO. 2

dated as of September 14, 2006

          Reference is made to the First Lien Senior Secured Credit Agreement dated as of December 30, 2005 (as amended, amended and restated, supplemented or otherwise modified from time to time, including by Consent and Amendment No. 1 dated May 19, 2006, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined) among TRIPLE CROWN MEDIA, LLC, as borrower (the “Borrower”), TRIPLE CROWN MEDIA, INC., as parent and a guarantor (the “Parent”), the subsidiary guarantors named therein, the several banks and other financial institutions or entities from time to time party thereto, as lenders (the “Lenders”), WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative Agent”), WACHOVIA CAPITAL MARKETS, LLC and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners and Joint Lead Arrangers, and BANK OF AMERICA, N.A., as Syndication Agent.

PRELIMINARY STATEMENTS:

          The Borrower, the Parent and the Required Lenders have agreed to amend and otherwise modify the Credit Agreement, all on and subject to the terms of this Consent and Amendment No. 2.

          NOW, THEREFORE, it is hereby agreed, subject to the terms and conditions stated below, effective as of the Amendment No. 2 Effective Date (as defined below) as follows:

          SECTION 1. Consents. (a) The Lenders hereby agree, and are deemed to consent, to the amendments to the Second Lien Term Loan Facility, as set forth on Annex I hereto as set forth therein.

          (b) The Lenders hereby consent to the acquisition of the Acquired Business (as defined in Section 2 below) pursuant to the Acquired Business Purchase Agreement (as defined in Section 2 below) by the Parent, provided that (i) all of the requirements set forth in Section 5.02(f)(vii) applicable to an acquisition by the Borrower shall be complied with by the Parent with respect to the acquisition of the Acquired Business, except that (A) total cash and noncash consideration not to exceed $6,500,000 may be paid therefor on the Acquired Business Acquisition Date (as defined in Section 2 below) (subject to working capital adjustments in accordance with the Acquired Business Purchase Agreement) and future cash payments not exceeding in the aggregate 10% of the net operating income of the Acquired Business may be paid as required pursuant to the Acquired Business Purchase Agreement, (B) the line of business of the Acquired Business may be a collegiate sports marketing business and (C) the Parent may provide the certificate required pursuant to Section 5.02(f)(vii)(F) up to three Business Days prior to the Acquired Business Acquisition Date, (ii) the Parent and the Borrower shall not enter into or permit any amendment which would increase the consideration payable by the Parent or any other material amendment or other material modification or supplement to the Acquired Business Acquisition Agreement without the prior written consent of the Required Lenders, (iii) the acquisition of the Acquired Business shall have been consummated in accordance with the material terms of the Acquired Business Purchase Agreement and the Parent shall not have waived or modified any material condition to the closing of the transactions contemplated by the Acquired Business Purchase Agreement, (iv) upon consummation of the closing of the transactions contemplated by the Acquired Business Purchase Agreement, (A) the Acquired Business shall have no Debt and (B) there shall be no Liens on any assets or properties of the Acquired Business, other than Liens expressly permitted by the Loan Documents but which are not Liens of the kind described in clause (k) of the definition of Permitted Liens unless separately expressly permitted by another provision of the Loan Documents, and (v) after the Acquired

 

Business Acquisition Date and upon a request made by the Administrative Agent, the Parent and the Borrower shall cause all of the Equity Interests of the Acquired Business to be transferred from the Parent to the Borrower pursuant to documentation reasonably acceptable to the Administrative Agent provided, that such transfer shall not violate the terms or require any consent under any material agreement to which the Acquired Business is a party as of the date hereof.

          SECTION 2. Amendments to Credit Agreement. (a) Section 1.01 of the Credit Agreement is hereby amended, for the period from and after the Amendment No. 2 Effective Date, by deleting clause (b) contained in the definition of “Applicable Margin” in its entirety and substituting, in lieu thereof, the following:

“and (b) in respect of the Term Facility, (i) 2.50% per annum for Base Rate Advances and 3.50% per annum for Eurodollar Rate Advances at all times when the ratings assigned by S&P and ▇▇▇▇▇’▇ to the obligations of the Borrower under the Loan Documents are at least B and B2, respectively, and (ii) 3.00% per annum for Base Rate Advances and 4.00% per annum for Eurodollar Rate Advances at all times when the ratings assigned by S&P or ▇▇▇▇▇’▇ to the obligations of the Borrower under the Loan Documents are less than or equal to B- or B3, respectively or if such obligations are unrated by either S&P or ▇▇▇▇▇’▇.”

          (b) Section 1.01 of the Credit Agreement is hereby further amended by adding in alphabetical order the following defined terms and the corresponding definitions thereof:

     “‘Acquired Business’ means Pinnacle Sports Productions, LLC, a limited liability company organized under the laws of the State of Nebraska.”

     “‘Acquired Business Acquisition Date’ means the “Closing Date” as defined in the Acquired Business Purchase Agreement.”

     “‘Acquired Business Purchase Agreement’ means, collectively, (a) that certain Purchase Agreement dated August 29, 2006, between Parent and ▇▇▇▇ ▇. ▇▇▇▇▇ and (b) that certain Purchase Agreement dated August 29, 2006, between Parent and ▇▇▇▇ ▇. ▇▇▇▇▇▇.”

          (c) Section 1.01 of the Credit Agreement is hereby further amended by deleting the text of clause (y) of the definition of “Capital Expenditures” appearing therein in its entirety and substituting, in lieu thereof, the following: “the capitalized portion of the purchase price payable in connection with the acquisition of the Acquired Business or any Permitted Acquisition shall not be included in Capital Expenditures.”

          (d) The definition of “EBITDA” contained in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting the word “and” immediately before clause (xi) thereof and substituting, in lieu thereof, “ , ” and (ii) adding, immediately following the words “on or after the Closing Date” in clause (xi) thereof, the following: “, (xii) certain non-recurring expenses in amounts and for the periods as set forth on Schedule 1.1(a), (xiii) certain pro forma adjustments for the Acquired Business in amounts and for the periods as set forth on Schedule 1.1(b), and (xiv) non-recurring severance costs in an amount not to exceed $500,000”.

          (e) Section 1.01 of the Credit Agreement is hereby amended by deleting the text of clause (e) of the definition of “Excluded Equity Issuances” appearing therein in its entirety and substituting, in lieu thereof, the following: “any Equity Interest of the Parent issued in accordance with the terms of the Acquired Business Purchase Agreement or in connection with a Permitted Acquisition that is otherwise permitted hereunder.”

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	TRIPLE CROWN MEDIA, LLC, as Borrower
	By:
		Name:
		Title:

	TRIPLE CROWN MEDIA, INC., as Parent and a Guarantor
	By:
		Name:
		Title:

 

	WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Lender
	By:
		Name:
		Title:

 

	Required Lenders Agreed as of the date first above written:                                         , as a Lender (Please print or type legal name)
	By:
		Name:
		Title:

 

 

	TRIPLE CROWN MEDIA, INC., as the Parent and a Guarantor
	By:
		Name:
		Title:

	BR ACQUISITION CORP., as a Guarantor
	By:
		Name:
		Title:

	BR HOLDING, INC., as a Guarantor
	By:
		Name:
		Title:

 

	DATASOUTH COMPUTER CORPORATION, as a Guarantor
	By:
		Name:
		Title:

	GRAYLINK, LLC, as a Guarantor
	By:
		Name:
		Title:

	▇▇▇▇ PUBLISHING, LLC, as a Guarantor
	By:
		Name:
		Title:

	HOST COMMUNICATIONS, INC., as a Guarantor
	By:
		Name:
		Title:

	PORTA-PHONE PAGING LICENSEE CORP., as a Guarantor
	By:
		Name:
		Title:

 

	HOOP-IT-UP INTERNATIONAL, INC., as a Guarantor
	By:
		Name:
		Title:

	CAPITAL SPORTS PROPERTIES, INC., as a Guarantor
	By:
		Name:
		Title: