**Exhibit 10.17****CONSENT AND AMENDMENT NO. 2**dated as of September 14, 2006          Reference is made to the Second 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 termsdefined therein, unless otherwise defined herein, being used herein as therein defined) amongTRIPLE CROWN MEDIA, LLC, as borrower (the “***Borrower***”), TRIPLE CROWN MEDIA, INC., as parent and aguarantor (the “***Parent***”), the subsidiary guarantors named therein, the several banks and otherfinancial institutions or entities from time to time party thereto, as lenders (the “***Lenders***”),WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “***AdministrativeAgent***”), WACHOVIA CAPITAL MARKETS, LLC and BANC OF AMERICA SECURITIES LLC, as Joint Bookrunners andJoint 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 modifythe 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 theamendments to the First Lien Facilities, 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 inSection 2 below) pursuant to the Acquired Business Purchase Agreement (as defined in Section 2below) by the Parent, provided that (i) all of the requirements set forth in Section5.02(f)(vii) applicable to an acquisition by the Borrower shall be complied with by the Parent withrespect to the acquisition of the Acquired Business, except that (A) total cash and noncashconsideration not to exceed $6,500,000 may be paid therefor on the Acquired Business AcquisitionDate (as defined in Section 2 below) (subject to working capital adjustments in accordance with theAcquired 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 theAcquired Business Purchase Agreement, (B) the line of business of the Acquired Business may be acollegiate sports marketing business and (C) the Parent may provide the certificate requiredpursuant to Section 5.02(f)(vii)(F) up to three Business Days prior to the Acquired BusinessAcquisition Date, (ii) the Parent and the Borrower shall not enter into or permit any amendmentwhich would increase the consideration payable by the Parent or any other material amendment orother material modification or supplement to the Acquired Business Acquisition Agreement withoutthe prior written consent of the Required Lenders, (iii) the acquisition of the Acquired Businessshall have been consummated in accordance with the material terms of the Acquired Business PurchaseAgreement and the Parent shall not have waived or modified any material condition to the closing ofthe transactions contemplated by the Acquired Business Purchase Agreement, (iv) upon consummationof 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 orproperties of the Acquired Business, other than Liens expressly permitted by the Loan Documents butwhich are not Liens of the kind described in clause (k) of the definition of Permitted Liens unlessseparately expressly permitted by another provision of the Loan Documents, and (v) after theAcquired

 

 
2Business Acquisition Date and upon a request made by the Administrative Agent, the Parent andthe Borrower shall cause all of the Equity Interests of the Acquired Business to be transferredfrom the Parent to the Borrower pursuant to documentation reasonably acceptable to theAdministrative Agent provided, that such transfer shall not violate the terms or require anyconsent under any material agreement to which the Acquired Business is a party as of the datehereof.          SECTION 2. Amendments to Credit Agreement. (a) Section 1.01 of the Credit Agreementis hereby amended, for the period from and after the Amendment No. 2 Effective Date, by deletingthe definition of “Applicable Margin” in its entirety and substituting, in lieu thereof, thefollowing:“‘**Applicable Margin**’ means (a) 8.50% per annum for Base Rate Advances and 9.50% per annumfor Eurodollar Rate Advances at all times when the ratings assigned by S&P and Moody’s tothe obligations of the Borrower under the Loan Documents are at least CCC+ and B3,respectively, and (b) 9.00% per annum for Base Rate Advances and 10.00% per annum forEurodollar Rate Advances at all times when the ratings assigned by S&P or Moody’s to theobligations of the Borrower under the Loan Documents are less than or equal to CCC or Caa,respectively or if such obligations are unrated by either S&P or Moody’s.”          (b) Section 1.01 of the Credit Agreement is hereby further amended by adding in alphabeticalorder the following defined terms and the corresponding definitions thereof:     “‘***AcquiredBusiness***’ means Pinnacle Sports Productions, LLC, a limited liabilitycompany organized under the laws of the State of Nebraska.”     “‘***AcquiredBusiness Acquisition Date***’ means the “Closing Date” as defined in theAcquired Business Purchase Agreement.”     “‘***AcquiredBusiness Purchase Agreement***’ means, collectively, (a) that certain PurchaseAgreement dated August 29, 2006, between Parent and Paul R. Aaron and (b) that certainPurchase Agreement dated August 29, 2006, between Parent and Dale M. Jensen.”          (c) Section 1.01 of the Credit Agreement is hereby further amended by deleting the text ofclause (y) of the definition of “Capital Expenditures” appearing therein in its entirety andsubstituting, in lieu thereof, the following: “the capitalized portion of the purchase pricepayable in connection with the acquisition of the Acquired Business or any Permitted Acquisitionshall not be included in Capital Expenditures.”          (d) The definition of “EBITDA” contained in Section 1.01 of the Credit Agreement is herebyamended by (i) deleting the word “and” immediately before clause (xi) thereof and substituting, inlieu 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 forthe periods as set forth on Schedule 1.1(a), (xiii) certain pro forma adjustments for the AcquiredBusiness in amounts and for the periods as set forth on Schedule 1.1(b), and (xiv) non-recurringseverance 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 andsubstituting, in lieu thereof, the following: “any Equity Interest of the Parent issued inaccordance with the terms of the Acquired Business Purchase Agreement or in connection with aPermitted Acquisition that is otherwise permitted hereunder.”

 

3          (f) Section 5.02(c) of the Credit Agreement is hereby amended by deleting the text thereof inits entirety and substituting, in lieu thereof, the following:“Make, or permit any of its Subsidiaries to make, any material change in the nature of itsbusiness as carried on as of the Acquired Business Acquisition Date, *provided*that, in anyevent, the Parent shall not engage in any business other than to own the Equity Interests ofthe Borrower and, subject to the requirements of Consent and Amendment No. 2 to thisAgreement, of the Acquired Business.”          (g) Section 5.02(q) of the Credit Agreement is hereby amended by deleting the text thereof inits entirety and substituting, in lieu thereof, the following:“Enter, or permit any of its Subsidiaries to enter, into any arrangement for the payment of,or pay, brokers, management, advisory or similar fees, other than any such fees (i) to bepaid in an aggregate amount not to exceed $250,000 per annum pursuant to the terms of theconsulting agreements to be entered into in accordance with the terms of the AcquiredBusiness Purchase Agreement or (ii) incurred in the ordinary course of business or inconnection with a Permitted Acquisition, but in the case of this clause (ii), not in anycase to exceed $500,000 for the term of this Agreement.”          (h) Section 5.04 of the Credit Agreement is hereby amended, for the period from and after theAmendment No. 2 Effective Date, by deleting the chart appearing therein in its entirety andsubstituting, in lieu thereof, the following chart, so that from and after the Amendment No. 2Effective Date, such chart shall read in its entirety as follows:                 **Fiscal Quarter** **March 31**  **June 30**  **September 30**  **December 31** **2006**  7.00 : 1.00   7.00 : 1.00   6.75 : 1.00   6.75 : 1.00 **2007**  6.75 : 1.00   6.75 : 1.00   6.25 : 1.00   6.25 : 1.00 **2008**  6.25 : 1.00   5.75 : 1.00   5.25 : 1.00   5.25 : 1.00 **2009**  5.25 : 1.00   4.50 : 1.00   4.50 : 1.00   4.50 : 1.00 **2010**  4.50 : 1.00   4.50 : 1.00   4.50 : 1.00   4.50 : 1.00           (i) Concurrently with the satisfaction of the requirements of Section 5.01(i) of the CreditAgreement, Schedule II of the Credit Agreement is hereby amended to include the Acquired Business.          (j) Schedule 4.01(b) of the Credit Agreement is hereby amended, for the period from and afterthe Acquired Business Acquisition Date, by appending to such schedule an entry as follows:       Pinnacle Sports Productions, LLC Nebraska None 47-0796437          (k) Schedule 4.01(c) of the Credit Agreement is hereby amended, for the period from and afterthe Acquired Business Acquisition Date, by appending to such schedule an entry as follows:

 

4           Pinnacle Sports