Contract

Exhibit 10(p)(2)

          AMENDMENT NO. 1 AND CONSENT, dated as of June 11, 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 (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. Amendment

          (a) Clause (d) of the second paragraph of Section 7.04 of the Credit Agreement is hereby amended by adding the following parenthetical immediately after the reference to “25%” appearing in such clause:

          “(or, in the case of the real property and improvements located at 0000 Xxxxxxxxx Xxxx., Xxxxx Xxxxx, Xxxxxxxxx, 75%)”.

          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.

          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.

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          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
	Allied Irish Banks, p.l.c., as a Lender
	By:	/s/ Xxxxxx X’Xxxxxxx
		Name:	Xxxxxx X’Xxxxxxx
		Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	Assistant Vice President

	SUNTRUST BANK, as a Lender
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Vice President
	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

	REGATTA FUNDING LTD. By: Citi Alternative Investments LLC, attorney-in-fact, as a Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director

	CCA EAGLE LOAN MASTER FUND LTD. By: Citigroup Alternative Investments LLC, as Investment manager for and on behalf of CCA EAGLE LOAN MASTER FUND LTD., as a Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director

	LMP Corporate Loan Fund, Inc. By: Citi Alternative Investments LLC, as a Lender
	By:	/s/ Xxxxxxx Xxxxxx
		Name:	Xxxxxxx Xxxxxx
		Title:	Director

	DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender By: DB Services New Jersey, Inc.
	By:	/s/ Xxxxx X. Xxxxxx
		Name:	Xxxxx X. Xxxxxx
		Title:	Vice President
	By:	/s/ Xxxxxxxx Xxxxxxxx
		Name:	Xxxxxxxx Xxxxxxxx
		Title:	Assistant Vice President

	ING Prime Rate Trust By: ING Investment Management Co., as its investment manager ING Senior Income Fund By: ING Investment Management Co., as its investment manager ING Investment Management CLO I, LTD. By: ING Investment Management Co., as its investment manager ING Investment Management CLO II, LTD. By: ING Alternative Asset Management LLC, as its investment manager ING Investment Management CLO III, LTD. By: ING Alternative Asset Management LLC, as its investment manager ING Investment Management CLO IV, LTD. By: ING Alternative Asset Management LLC, as its investment manager ING Investment Management CLO V, LTD. By: ING Alternative Asset Management LLC, as its investment manager ING International (II) — Senior Loans By: ING Investment Management Co., as its investment manager ING Investment Trust Co. Plan for Employee Benefit Investment Funds — Senior Loan Fund By: ING Investment Trust Co. as its trustee Phoenix CLO I, LTD. By: ING Alternative Asset Management LLC, as its investment manager Phoenix CLO II, LTD. By: ING Alternative Asset Management LLC, as its investment manager Phoenix CLO III, LTD. By: ING Alternative Asset Management LLC, as its investment manager
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx, CFA
		Title:	Senior Vice President

	BLUEMOUNTAIN CLO LTD.
	By:	BLUEMOUNTAIN CAPITAL MANAGEMENT, LLC
	ITS COLLATERAL MANAGER, as a Lender
	By:	/s/ Xxxx Xxxx
		Name:	Xxxx Xxxx
		Title:	Associate
	U.S. Bank National Association, as a Lender
	By:	/s/ Xxxxxxx Xxxxxxx
		Name:	Xxxxxxx Xxxxxxx
		Title:	Senior Vice President

	LightPoint CLO III, Ltd., as a Lender By Xxxxxxxxx Xxxxxx Fixed Income LLC as collateral manager
	By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	Authorized Signatory

	THE ROYAL BANK OF SCOTLAND PLC, as a Lender
	By:	/s/ Xxxxxxx Xxxxxxxxx
		Name:	Xxxxxxx Xxxxxxxxx
		Title:	Vice President

	Bank of America, N.A. as a Lender
	By:	/s/ Xxxxxxxxxxx X. Xxxxx
		Name:	Xxxxxxxxxxx X. Xxxxx
		Title:	Senior Vice President

	Landmark V CDO Limited By: Aladdin Capital Management LLC, as Manager
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Authorized Signatory

	Greyrock CDO LTD, By: Aladdin Capital Management LLC, as Manager
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Authorized Signatory

	XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
	By:	/s/ Xxxx X. Xxxxx
		Name:	Xxxx X. Xxxxx
		Title:	Vice President

	Xxxxx Xxxxx CDO VIII, LTD. BY: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	Xxxxx Xxxxx CDO IX, Ltd. By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	Xxxxx Xxxxx Senior Floating-Rate Trust By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	Xxxxx Xxxxx Floating-Rate Income Trust By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	Xxxxx Xxxxx Medallion Floating-Rate Income Portfolio By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	Xxxxx Xxxxx Institutional Senior Loan Fund By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	Xxxxxxx & Co By: Boston Management and Research as Investment Advisor, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	Innovation Trust 2009 By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	Xxxxx Xxxxx VT Floating-Rate Income Fund By: Xxxxx Xxxxx Management as Investment Advisor, as a Lender
	By:	/s/ Xxxxx Xxxxx
		Name:	Xxxxx Xxxxx
		Title:	Vice President

	Whitney National Bank, as a Lender
	By:	/s/ J. Xxxx Xxxxx
		Name:	J. Xxxx Xxxxx
		Title:	Vice President

	Sumitomo Mitsui Banking Corporation, as a Lender
	By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Executive Officer

	Xxxxx Street CLO II Ltd. By: Seix Investment Advisors LLC, as Collateral Manager Ridgeworth Funds — Seix Floating Rate High Income Fund By: Seix Investment Advisors LLC, as Subadvisor Rochdale Fixed Income Opportunities Portfolio By: Seix Investment Advisors LLC, as Subadvisor as Lenders
	By:	/s/ Xxxxxx Xxxxxxxxx
		Name:	Xxxxxx Xxxxxxxxx
		Title:	Managing Director

	California Public Employees’ Retirement System By: Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC, its agent, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Assistant Vice President

	Cent CDO 10 Limited By: Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC As Collateral Manager, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Director of Operations

	Cent CDO XI Limited By: Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC As Collateral Manager, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Director of Operations

	Cent CDO 12 Limited By: Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC As Collateral Manager, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Director of Operations

	Cent CDO 14 Limited By: Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC As Collateral Manager, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Director of Operations

	Cent CDO 15 Limited By: Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC As Collateral Manager, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Assistant Vice President

	Centurion CDO 8 Limited By: Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC As Collateral Manager, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Director of Operations

	Centurion CDO 9 Limited By: Columbia Management Investment Advisers, LLC, fka RiverSource Investments, LLC As Collateral Manager, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Director of Operations

	RiverSource Bond Series, Inc. - RiverSource Floating Rate Fund, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Assistant Vice President

	RiverSource Institutional Leveraged Loan Fund II, L.P. By: Columbia Management Investment Advisers, LLC fka RiverSource Investments, LLC as Investment Manager, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Assistant Secretary

	RiverSource Strategic Allocation Series, Inc. — RiverSource Strategic Income Allocation Fund, as a Lender
	By:	/s/ Xxxxx X. Xxxxxxx
		Name:	Xxxxx X. Xxxxxxx
		Title:	Assistant Vice President

	Grand Central Asset Trust, LBAM Series, as a Lender
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Attorney-in-Fact

	Xxxx Xxxxx CBNA Loan Funding LLC, as a Lender
	By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Attorney-in-Fact

	FIRST 2004-II CLO, LTD. By: TCW Asset Management Company, as its Collateral Manager
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Managing Director

	MAC CAPITAL, LTD. By: TCW Asset Management Company as its Portfolio Manager
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Managing Director

	MOMENTUM CAPITAL FUND, LTD. By: TCW Asset Management Company as its Portfolio Manager
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Managing Director

	TCW Senior Secured Floating Rate Loan Fund, L.P. By: TCW Asset Management Company, as its Investment Advisory
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Managing Director

	TCW Senior Secured Loan Fund, LP By: TCW Asset Management Company, as its Investment Advisor
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Managing Director

	Palmetto Investors Master Fund, LLC. By: TCW Asset Management Company, As its Managing Member
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Managing Director

	VITESSE CLO LTD. By: TCW Asset Management Company as its Portfolio Manager
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Managing Director

	LOAN FUNDING I LLC, a wholly owned subsidiary of Citibank, N.A. By: TCW Asset Management Company, as portfolio manager of Loan Funding I LLC
	By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Senior Vice President
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Managing Director

	CRÉDIT INDUSTRIEL ET COMMERCIAL, as a Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Managing Director
	By:	/s/ Xxxxx X’Xxxxx
		Name:	Xxxxx X’Xxxxx
		Title:	Managing Director

	Bank of Nova Scotia, as a Lender
	By:	/s/ Xxxxxx Xxxxxx
		Name:	Xxxxxx Xxxxxx
		Title:	Director

	SCOTIABANC INC., as a Lender
	By:	/s/ X.X. Xxxx
		Name:	X.X. Xxxx
		Title:	Managing Director
	By:	/s/ X. Xxxxxxxxx
		Name:	X. Xxxxxxxxx
		Title:	Director

	WIND RIVER CLO II — XXXX INVESTORS, LTD. By: XxXxxxxxx Investment Management, LLC, as Manager, as a Lender
	By:	/s/ Xxxxxxxx X. Xxxx
		Name:	Xxxxxxxx X. Xxxx
		Title:	Vice President

	ING Capital LLC, as a Lender
	By:	/s/ Xxxxxxx X. Xxxxx
		Name:	Xxxxxxx X. Xxxxx
		Title:	Managing Director

	GREYWOLF CLO I, LTD BY: GREYWOLF CAPITAL MANAGEMENT LP, ITS COLLATERAL MANAGER, as a Lender
	By:	/s/ Xxxxxxx Xxxx
		Name:	Xxxxxxx Xxxx
		Title:	Authorized Signatory

	Compass Bank, as a Lender
	By:	/s/ Xxxxxx Xxxxxxx
		Name:	Xxxxxx Xxxxxxx
		Title:	Executive Vice President