Contract

Exhibit 10(p)(3)

     AMENDMENT NO. 2 , dated as of November 18, 2010 (this “Amendment”), among XXXXX MEDIA CORP., (the “Company”), XXXXX ADVERTISING OF PUERTO RICO, INC. (the “Initial Subsidiary Borrower” and together with the Company, the “Borrowers”), JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) and the Lenders party hereto to the Credit Agreement, dated as of April 28, 2010, by and among the Borrowers, the Administrative Agent, the Lenders and the other parties thereto (as amended, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

     WHEREAS, Section 10.02 of the Credit Agreement permits the Credit Agreement to be amended from time to time with the consent of the Company and the Required Lenders;

     NOW, THEREFORE, in consideration of the premises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

     Section 1. Amendments

     (a) The definition of Consolidated Excess Cash Flow is hereby amended by (x) inserting “(other than Revolving Credit Loans)” after the word “Indebtedness” in each of clause (b )(ii ) and clause (b )(viii ) of such definition and (y) deleting clause (b )(vi) of such definition in its entirety to but excluding the word “plus” and replaced with “(vi) for the year ending December 31, 2010, the amount of any net reduction (if any) in the aggregate outstanding amount of Revolving Credit Loans from the Effective Date to December 31, 2010 (excluding any such reduction to the extent financed with the proceeds of Indebtedness)”; and

     (b) The definition of “Cumulative Retained Excess Cash Flow Amount” is hereby amended by inserting the phrase “(or, in the case of the year ending December 31, 2010, the amount of the reduction in Consolidated Excess Cash Flow pursuant to clause (b )(vi ) of the definition of Excess Cash Flow)” at the end of the proviso to such definition.

     Section 2. Conditions Precedent to the Effectiveness

     This Amendment shall become effective as of the date (the “Amendment Effective Date”) first written above when, and only when, the Administrative Agent shall have received this Amendment, duly executed by the Company, the Administrative Agent and Lenders constituting the Required Lenders.

     Section 3. Representations and Warranties; No Default

     On and as of the Amendment Effective Date, after giving effect to this Amendment, each Credit Party hereby represents and warrants to the Administrative Agent and each Lender that as of the Amendment Effective Date (a) no Default or Event of Default shall have occurred and be continuing and (b ) all representations and warranties made by any Credit Party contained in the Credit Agreement or in the other Loan Documents shall be true and correct in all material respects with the same effect as though such representations and warranties had been made on and as of the Amendment Effective Date (except where such representations and warranties expressly relate to an earlier date, in which case such representations and

warranties shall have been true and correct in all material respects as of such earlier date).

     Section 4. Fees and Expenses

     Borrower agrees to pay on demand in accordance with the terms of Section 10.02 of the Credit Agreement all reasonable disbursements and expenses of the Administrative Agent in connection with the preparation, reproduction, execution and delivery of this Amendment (including, without limitation, the reasonable fees and disbursements of Xxxxxx Xxxxxx & Xxxxxxx LLP, counsel for the Administrative Agent with respect thereto).

     Section 5. Reference to and Effect on the Credit Documents

     (a) As of the Amendment Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Credit Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Credit Agreement as amended hereby, and this Amendment and the Credit Agreement shall be read together and construed as a single instrument.

     (b) Except as expressly amended hereby or specifically waived above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

     (c) The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders, the Company or the Administrative Agent under any of the Loan Documents, nor constitute a waiver or amendment of any other provision of any of the Loan Documents or for any purpose except as expressly set forth herein.

     (d) This Amendment is a Loan Document.

     Section 6. Execution in Counterparts

     This Amendment may be executed in any number of counterparts and by different parties 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. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are attached to the same document. Delivery of an executed counterpart by telecopy shall be effective as delivery of a manually executed counterpart of this Amendment.

     Section 7. Section Titles

     The section titles contained in this Amendment are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto, except when used to reference a section.

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     Section 8. Successors

     The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

     Section 9. Governing Law

     THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	XXXXX MEDIA CORP.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Chief Financial Officer
	XXXXX ADVERTISING OF PUERTO RICO, INC.
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Chief Financial Officer
	JPMORGAN CHASE BANK, N.A., as Administrative Agent and a Lender
	By:	/s/ Xxxxxxxxxx Xxxxxxx
		Name:	Xxxxxxxxxx Xxxxxxx
		Title:	Executive Director
	Bank of America, N.A., as a Lender
	By:	/s/ Xxxxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxxxx X. Xxxxx
		Title:	Senior Vice President

	Carlyle High Yield Partners VIII, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	Carlyle High Yield Partners IX, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	Carlyle High Yield Partners VII, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	Carlyle High Yield Partners X, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	Carlyle Arnage CLO, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director

	Xxxxxxx Xxxxx CLO, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	Xxxxxxx Xxxxxxx CLO, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	Carlyle Daytona CLO, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	Xxxxxxx XxXxxxx CLO, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	Carlyle Veyron CLO, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director

	Carlyle Credit Partners Financing I, Ltd., as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Managing Director
	Credit Agricole Corporate and Investment Bank, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Managing Director
	Xxxxx Xxxxx CDO VIII, Ltd. By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	Xxxxx Xxxxx CDO IX, Ltd. By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	XXXXX XXXXX SENIOR FLOATING-RATE TRUST BY: XXXXX XXXXX MANAGEMENT as Investment Advisor, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXX XXXXX FLOATING-RATE INCOME TRUST BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR , as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	Xxxxx Xxxxx Medallion Floating-Rate Income Portfolio By: Xxxxx Xxxxx Management As Investment Advisor, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President

	XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	XXXXXXX & CO. BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT ADVISOR, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	INNOVATION TRUST 2009 BY: XXXXX XXXXX MANAGEMENT AS INVESTMENT ADVISOR, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxxxx
		Name:	Xxxxxxx X. Xxxxxxx
		Title:	Vice President
	BLACKSTONE / GSO SECURED TRUST LTD By: GSO / Blackstone Debt Funds Management LLC as Investment Manager, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

	CHELSEA PARK CLO LTD. By: GSO/BLACKSTONE Debt Funds Management LLC, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory
	COLUMBUS PARK CDO LTD. By: GSO/BLACKSTONE Debt Funds Management LLC, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory
	RIVERSIDE PARK CLO LTD. By: GSO/BLACKSTONE Debt Funds Management LLC, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory
	SUN LIFE ASSURANCE COMPANY of CANADA (US) By: GSO/BLACKSTONE CP Holdings LP as Sub-Advisor, as a Lender
	By:	/s/ Xxxxxx X. Xxxxx
		Name:	Xxxxxx X. Xxxxx
		Title:	Authorized Signatory

	VENTURE V CDO LIMITED By its investment advisor, MJX Asset Management LLC, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Managing Director
	VENTURE VII CDO LIMITED By its investment advisor, MJX Asset Management LLC, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Managing Director
	VENTURE VIII CDO LIMITED By its investment advisor, MJX Asset Management LLC, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Managing Director
	VENTURE IX CDO LIMITED By its investment advisor, MJX Asset Management LLC, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Managing Director

	VISTA LEVERAGED INCOME FUND By its investment advisor, MJX Asset Management LLC, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Managing Director
	LightPoint CLO III, Ltd., as a Lender By Xxxxxxxxx Xxxxxx Fixed Income LLC as collateral manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Authorized Signatory
	XXXX XXXXX CBNA LOAN FUNDING LLC, as a Lender
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Attorney-in-Fact
	The Royal Bank of Scotland plc, as a Lender
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxx
		Title:	Vice President
	The Bank of Nova Scotia, as a Lender
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Managing Director

	SCOTIABANC INC., as a Lender
	By:	/s/ X.X. Xxxx
		Name:	X.X. Xxxx
		Title:	Managing Director
	XXXXX STREET CLO II LTD., By: Seix Investment Advisors LLC, as Collateral Manager and as a Lender
	RIDGEWORTH FUNDS — SEIX FLOATING RATE HIGH INCOME FUND, By: Seix Investment Advisors LLC, as Sub-Adviser and as a Lender
	ROCHDALE FIXED INCOME OPPORTUNITIES PORTFOLIO, By: Seix Investment Advisors LLC, as Sub-Adviser and as a Lender
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director
	Cornerstone CLO Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory

	Granite Ventures III Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory
	Rampart CLO 2007 Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory
	Rampart CLO 2006-1 Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory
	Stone Tower CLO III Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory

	Stone Tower CLO IV Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory
	Stone Tower CLO V Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory
	Stone Tower CLO VI Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory
	Stone Tower CLO VII Ltd. By Stone Tower Debt Advisors LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory

	Stone Tower Loan Trust 2010 By Stone Tower Fund Management LLC As Its Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. XxxXxxxxx
		Name:	Xxxxxxx X. XxxXxxxxx
		Title:	Authorized Signatory
	Sumitomo Mitsui Banking Corporation, as a Lender
	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Executive Officer
	Sun Trust Bank, as a Lender
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Vice President
	Founders Grove CLO, Ltd. By: Tall Tree Investment Management, LLC as Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Manager

	Grant Grove CLO, Ltd. By: Tall Tree Investment Management LLC as Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Manager
	Xxxx Grove CLO, Ltd. By: Tall Tree Investment Management, LLC as Collateral Manager, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Manager
	FIRST 2004-II CLO, LTD. By: TCW Asset Management Company as its Collateral Manger
	By:	/s/ Xxxxxxx Xxx
		Name:	Xxxxxxx Xxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President

	MAC CAPITAL, LTD. By: TCW Asset Management Company, as its Portfolio Manager
	By:	/s/ Xxxxxxx Xxx
		Name:	Xxxxxxx Xxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President
	MOMENTUM CAPITAL FUND, LTD. By: TCW Asset Management Company as its Portfolio Manager
	By:	/s/ Xxxxxxx Xxx
		Name:	Xxxxxxx Xxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President
	VITESSE CLO LTD. By: TCW Asset Management Company, as its Portfolio Manager
	By:	/s/ Xxxxxxx Xxx
		Name:	Xxxxxxx Xxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Vice President

	Thrivent Financial for Lutherans, as a Lender
	By:	/s/ Xxxxxx Xxxxx
		Name:	Xxxxxx Xxxxx
		Title:	Portfolio Manager
	Thrivent Income Fund, as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Portfolio Manager
	Thrivent Income Portfolio, as a Lender
	By:	/s/ Xxxxx Xxxx
		Name:	Xxxxx Xxxx
		Title:	Portfolio Manager
	U.S. Bank National Association, as a Lender
	By:	/s/ Xxxxxxx X. Knugsen
		Name:	Xxxxxxx X. Knugsen
		Title:	Senior Vice President
	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Vice President

	WHITNEY NATIONAL BANK, as a Lender
	By:	/s/ J. Xxxx Xxxxx
		Name:	J. Xxxx Xxxxx
		Title:	Vice President