Exhibit 10.1

# FIFTH AMENDMENT TOFOURTH AMENDED AND
RESTATED REVOLVING CREDIT AND
TERM LOAN AGREEMENT

This
FIFTH AMENDMENT TO FOURTH AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN
AGREEMENT, dated as of July 1, 2003 (this Amendment), is by and
among EMMIS OPERATING COMPANY, an Indiana corporation (as successor in interest to
Emmis Communications Corporation) (the Borrower), TORONTO DOMINION
(TEXAS), INC., as administrative agent (the Administrative
Agent), FLEET NATIONAL BANK (successor by merger to BankBoston, N.A.),
as documentation agent (the Documentation Agent), WACHOVIA
BANK, NATIONAL ASSOCIATION (as successor to First Union National Bank), as syndication
agent (the Syndication Agent), CREDIT SUISSE FIRST
BOSTON, as co-documentation agent (the Co-Documentation
Agent, and together with the Administrative Agent, the Documentation Agent,
and the Syndication Agent, the Agents), and the lending institutions
which are or may become parties to the Credit Agreement (as defined below) from time to
time (collectively, the Lenders). Capitalized terms used herein without
definition shall have the meanings assigned to such terms in the Credit Agreement referred
to below.

WHEREAS,
the Borrower, the Lenders and the Agents are parties to a Fourth Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of December 29, 2000 (as previously
amended and as further amended, restated, supplemented or otherwise modified and in effect
from time to time, the Credit Agreement), pursuant to which the
Lenders have made loans and otherwise extended credit to the Borrower on the terms and
subject to the conditions set forth therein;

WHEREAS,the Borrower has entered into an Agreement for Purchase of Limited Partner and Member
Interests, dated as of March 3, 2003, with Sinclair Telecable, Inc.
(STI) (the Sinclair DefinitiveAgreement),
pursuant to which and subject to the terms and conditions set forth therein (a) STI has
agreed (i) to assign to the Borrower a portion of STIs exercised option to purchase
from LBJ Broadcasting Company, L.P. (LBJ) LBJs interest in LBJS
Broadcasting Company, L.P. (the Austin Partnership) and in Radio
Austin Management, L.L.C. (RAM), the general partner of the Austin
Partnership (collectively, the LBJ Interest) and (ii) to
transfer to the Austin Partnership radio station KEYI(FM) licensed to San Marcos, Texas in
the Austin, Texas metropolitan area (KEYI) pursuant to the terms of a
certain Contribution Agreement (the Contribution Agreement) to be
entered into by STI and the Austin Partnership and (b) the Borrower has agreed to purchase
its portion of the LBJ Interest in exchange for payment of $105,210,000 in cash;

WHEREAS,pursuant to the terms of the Sinclair Definitive Agreement and after giving effect to
the completion of the transactions contemplated thereby (including the transfer by STI to
the Austin Partnership of KEYI), the Borrower will have acquired a controlling 50.1%
interest in the Austin Partnership; and

WHEREAS,
the Borrower, the Lenders and the Agents have agreed to modify certain terms and
conditions of the Credit Agreement as specifically set forth in this Amendment to permit
the Borrower to complete the transactions contemplated by the Sinclair Definitive
Agreement;

NOW
THEREFORE, in consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrower,
the Lenders and the Agents hereby agree as follows:

§1.     
Amendment to §1.1 of the Credit Agreement  Definitions.

(a)    
          Section 1.1 of the Credit Agreement is hereby amended by amending the definition
          of Asset Sale in its entirety to read as follows:

| | Asset
Sale. Any one or a series of related transactions (other than an Asset Swap) pursuant
to which the Borrower or any of its Subsidiaries conveys, sells, leases, licenses or
otherwise disposes of, directly or indirectly (including by means of a simultaneous
exchange of Stations), any of its properties, businesses or assets (other than to the
Borrower or any wholly-owned Subsidiary of the Borrower) (including the sale of the
interest held by the Borrower or any of its Subsidiaries in the Austin Partnership or in
RAM and the sale or issuance of Capital Stock of any Subsidiary other than to the Borrower
or any wholly-owned Subsidiary of the Borrower) whether owned on the date hereof or
thereafter acquired.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       
          Section 1.1 of the Credit Agreement is hereby further amended by deleting the
          phrase and (e) in the definition of Excluded
          Subsidiaries and replacing it with the phrase , (e) Emmis Austin
          Radio Broadcasting Company, L.P., a Texas limited partnership, (f) Radio Austin
          Management, L.L.C., a Texas limited liability company, and (g)".

(c)       
          Section 1.1 of the Credit Agreement is hereby further amended by amending the
          definition of Pledge Agreements in its entirety to read as follows:

| | Pledge
Agreements. Collectively, the Borrower Pledge Agreement, the Subsidiary Pledge
Agreement, the Partnership Pledge Agreements and the Membership Interest Pledge
Agreement.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)       
          Section 1.1 of the Credit Agreement is hereby further amended by adding the
          following new definitions to such §1.1 in the appropriate alphabetical
          order:

| | Austin
Investment. The acquisition by the Borrower pursuant to the terms of the Sinclair
Definitive Agreement of a 50.1% combined economic and controlling interest in the Austin
Partnership and RAM, the sole general partner of the Austin Partnership.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Austin
Partnership. That certain LBJS Broadcasting Company, L.P., a Texas limited
partnership, which is to be renamed as of the Fifth Amendment Effective Date Emmis Austin
Radio Broadcasting Company, L.P. and of which RAM is the sole general partner, referred to
in the Sinclair Definitive Agreement (as such limited partnerships name may be
amended or changed from time to time).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Fifth
Amendment. That certain Fifth Amendment to Fourth Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of July 1, 2003, among the Borrower, the Required
Lenders and the Agents.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Fifth
Amendment Effective Date. The date on which each of the conditions precedent set
forth inss.8 of the Fifth Amendment has been satisfied.
| | ------------------------------------------------------------------------------------------------------------------------------------------------

| | Membership
Interest Pledge Agreement. The Membership Interest Pledge Agreement,
as the same may be amended from time to time hereafter, among the Borrower, on the one
hand, and the Administrative Agent, on the other hand, in form and substance satisfactory
to the Administrative Agent.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | RAM.
Partnership, which is and shall remain a single purpose entity whose sole
material asset is the general partner interest in the Austin Partnership.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | Second
Amendment to Security Documents. That certain Second Amendment
to Fourth Amended and Restated Borrower Security Agreement and Third Amended and Restated
Collateral Assignment of Partnership Interests, dated as of July 1, 2003, among the
Borrower and the Administrative Agent.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Sinclair
Definitive Agreement. That certain Agreement for Purchase of Limited Partner
and Member Interests, dated as of March 3, 2003, between Sinclair Telecable, Inc. and the
Borrower, together with all other agreements and documents entered into or delivered
pursuant to or in connection therewith, relating to the Austin Investment and the
governance of, or operation of the business of, the Austin Partnership thereafter.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Sinclair
Letter of Intent. That certain Letter of Intent, dated as of February
6, 2003, pursuant to which the Borrower and Sinclair Telecable, Inc. agreed to use their
diligent and good faith efforts to negotiate, complete and sign a definitive agreement for
the acquisition by the Borrower of a controlling 50.1% interest in the Austin Partnership,
all as more fully described therein.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|§2. | Amendment to §11.3(j) of the
                    Credit Agreement  Restrictions on Investments. Section
                    11.3(j) of the Credit Agreement is hereby amended by deleting clause (i) thereof
                    in its entirety and substituting the following clause therefor:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(i) | at the time such Investment is made, the aggregate amount of all Investments
                    made by the Borrower or any of its Subsidiaries under this clause (j) after the
                    date hereof and after giving effect to such Investment shall not exceed
                    $175,000,000 (of which at least $105,210,000 shall be used for the Austin
                    Investment) net of cash returns of capital received with respect to any
                    Investments made under this clause (j) after the date hereof,.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|§3. | Amendment to §11.5.1 of the
                    Credit Agreement  Acquisitions.
|--- | --------------------------------------------------------------------------------

| | (a)       
               Section 11.5.1(d) of the Credit Agreement is hereby amended by deleting the word
               and immediately following clause (d) therein;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Section 11.5.1(e) of the Credit Agreement is hereby amended by deleting the
               period immediately at the end thereof and replacing it with ; and;
               and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)       
               Section 11.5.1 of the Credit Agreement is hereby further amended by adding the
               following clause (f) immediately following clause (e) thereto:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (f)                 any
Investments permitted under §11.3.
| | ------------------------------------------------------------

§4.       
          Amendment to
          §12.1 of the
          Credit Agreement
           Total
          Leverage Ratio. Section 12.1 of the
          Credit Agreement is hereby amended by deleting the table set forth therein in
          its entirety and substituting the following table therefor:

|Period(inclusive of dates) | Ratio    
|-------------------------- | ---------
|12/1/02 - 2/28/03          | 6.50:1.00
|3/1/03 -- 2/29/04          | 6.25:1.00
|3/1/04 -- 5/31/04          | 6.00:1.00
|6/1/04 -- 8/31/04          | 5.50:1.00
|9/1/04 -- 2/28/05          | 5.25:1.00
|3/1/05 -- 8/31/05          | 4.75:1.00
|Thereafter                 | 4.00:1.00

§5. Amendment to
          §12.2 of the
          Credit Agreement
           Senior
          Leverage Ratio. Section 12.2 of the
          Credit Agreement is hereby amended by deleting the table set forth therein in
          its entirety and substituting the following table therefor:

|Period(inclusive of dates) | Ratio    
|-------------------------- | ---------
|12/1/02 - 2/28/03          | 5.00:1.00
|3/1/03 -- 2/29/04          | 4.50:1.00
|3/1/04 -- 5/31/04          | 4.25:1.00
|6/1/04 -- 8/31/04          | 4.00:1.00
|9/1/04 -- 2/28/05          | 3.75:1.00
|3/1/05 -- 8/31/05          | 3.50:1.00
|Thereafter                 | 3.00:1.00

§6.       
          Amendment to
          §15.1 of the
          Credit Agreement
           Events of
          Default and
          Acceleration. Section 15.1 of the Credit Agreement is
          hereby amended by adding the word or after the semicolon at the end
          of the clause (cc) thereof and inserting immediately thereafter the following
          new clause (dd):

| | (dd)       
               after the occurrence of the Austin Investment, (i) the Austin Partnership shall
               incur any Indebtedness in an aggregate amount at any one time outstanding in
               excess of $20,000,000 or (ii) the partnership agreement or any other governing
               documents relating to the Austin Partnership shall permit, after giving effect
               to any amendment, modification or waiver of the terms thereof, or there shall
               occur, any cash or other distribution (including any redemption, purchase,
               retirement or other acquisition of any partnership interests or return of
               capital attributable to any partnership interests) by the Austin Partnership to
               all or any of its partners which is not made simultaneously to all of its
               partners on a pro rata basis, in terms of both value and kind, in
               accordance with such partners proportional equity interests in the Austin
               Partnership; provided that it shall not be an Event of Default hereunder
               if the Borrower or any of its Subsidiaries receives any distribution in excess
               of their pro rata share as so determined or if the Borrower or any
               of its Subsidiaries receives any repayment of Indebtedness advance by the
               Borrower or any of its Subsidiaries to the Austin Partnership;"
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

§7.       
          Consent to Second Amendment to Security Documents and Membership Interest
        Pledge Agreement. Subject to the satisfaction of the conditions
          precedent set forth in Section 8 hereof, each of the undersigned Lenders hereby
          consents to the Second Amendment to Security Documents and the Membership
          Interest Pledge Agreement and agrees that the Borrower and the Administrative
          Agent may undertake all actions as may be necessary or appropriate in order to
          effectuate the Second Amendment to Security Documents and the Membership
          Interest Pledge Agreement.

§8.       
          Conditions to Effectiveness. This Amendment shall
          become effective upon the satisfaction of each of the following conditions
          precedent; provided that if on or before July 31, 2003, the Borrower
          shall have failed to complete the acquisition of the Austin Investment as
          contemplated by and in all material respects in accordance with the terms of the
          Sinclair Definitive Agreement, this Amendment shall be null and void:

(a)       
          the Administrative Agent shall have received a counterpart signature page to:

|(i) |  | this
Amendment duly executed and delivered by the Borrower, the Subsidiaries of
               the Borrower listed on the signature pages hereto and the Required
Lenders;
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | the
Second Amendment to Security Documents, duly executed and delivered by the
               Borrower and the Administrative Agent, pursuant to which the Borrower
shall                pledge to the Administrative Agent all of its interests in the
Austin                Partnership to secure the Obligations under the Credit Agreement;
and
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | the
Membership Interest Pledge Agreement, dated as of July 1, 2003, duly
               executed and delivered by the Borrower, the Administrative Agent and RAM,
               pursuant to which the Borrower shall pledge to the Administrative Agent
all of                its interests in RAM to secure the Obligations under the Credit
Agreement;
|----- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(b)       
          the Borrower shall have delivered to the Administrative Agent a revised
          Annex A to the Partnership Pledge Agreement, together with an
          executed signature page providing that the Austin Partnership joins the
          Partnership Pledge Agreement for the sole purpose of consenting to and being
          bound by the provisions of §§5 and 7 thereto to the extent permitted
          by the Limited Partnership Agreement referred to in §8(c)(iv) below and
          agreeing to cooperate fully and in good faith with the Administrative Agent and
          Emmis in carrying out such provisions;

(c)       
          the Borrower shall have delivered to the Administrative Agent duly executed
          copies, certified by an officer of the Borrower to be true and complete, of the
          following:

|(i) |  | the
Sinclair Letter of Intent in the same form as that delivered to the
               Administrative Agent electronically on February 7, 2003, together with any
and                all amendments thereto, each of which amendments shall be in form and
substance                satisfactory to the Agents;
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) |  | the
Sinclair Definitive Agreement in form and substance satisfactory to the
               Agents and in all material respects consistent with the terms of the
Sinclair                Letter of Intent;
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) |  | the
Contribution Agreement in form and substance satisfactory to the Agents;
|----- |  | ----------------------------------------------------------------------------

|(iv) |  | the
Amended and Restated Agreement of Limited Partnership of the Austin
               Partnership (the LimitedPartnershipAgreement)
as executed and delivered by each partner of the Austin                Partnership and in
form and substance satisfactory to the Agents, which Limited                Partnership
Agreement shall (X) permit Emmis to pledge its entire interest in                the
Austin Partnership to the Administrative Agent, for the benefit of the
               Lenders and the Administrative Agent, to secure the payment and
performance of                all of the Obligations, and (Y) provide that all
partnership distributions,                whether in cash or other property, made by the
Austin Partnership shall be                distributed to all of the partners of the
Austin Partnership on a prorata basis, in terms both of value and kind, in
accordance with such                partners proportional equity interests in the
Austin Partnership as of the                date of such distribution; and
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(v) |  | the
Amended and Restated Regulations of RAM (the Regulations)
               as executed by each member of RAM and in form and substance satisfactory
to the                Agents, which Regulations shall (X) provide that Emmis is the
Manager (as                defined in the Regulations), and (Y) permit Emmis to pledge
its entire interest                in RAM to the Administrative Agent, for the benefit of
the Lenders and the                Administrative Agent, to secure the payment and
performance of all of the                Obligations;
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(d)       
          the Borrower shall have delivered evidence to the Administrative Agent that the
          Austin Investment has been consummated in accordance with the terms of the
          Sinclair Definitive Agreement in all material respects;

(e)       
          the Borrower shall have delivered evidence to the Administrative Agent that all
          FCC orders approving or consenting to the Austin Investment and the transactions
          contemplated by the Sinclair Definitive Agreement (including the transfer to the
          Austin Partnership of KEYI) have been issued without any condition or
          qualification which is adverse to the Borrower or the operation of the radio
          stations owned by the Austin Partnership;

(f)       
          the Borrower shall have delivered in immediately available funds to the
          Administrative Agent for the account of each Lender which executes and delivers
          this Amendment to the Administrative Agent by June 6, 2003 a fee equal to 0.075%
          of the aggregate amount of the outstanding principal balance of the Term Loans
          advanced by such Lender plus, if such Lender is a Revolving Credit
          Lender, the Revolving Credit Commitment of such Lender;

(g)       
          the Borrower shall have provided the Administrative Agent a certificate signed
          by an officer of the Borrower that (i) designates each of the Austin Partnership
          and RAM as an Excluded Subsidiary under the Credit Agreement in
          accordance with the terms thereof and certifies that each of the Austin
          Partnership and RAM has been designated an Unrestricted Subsidiary
          under the Subordinated Note Documents in accordance with the terms thereof; and
          (ii) no Default or Event of Default has occurred, is continuing or shall occur
          as a result of the Austin Investment or the designation of each of the Austin
          Partnership and RAM as an Excluded Subsidiary under the Credit
          Agreement and as an Unrestricted Subsidiary under the Subordinated
          Note Documents;

(h)       
          the Administrative Agent shall have received evidence reasonably satisfactory to
          the Administrative Agent that all corporate action necessary for the valid
          execution, delivery and performance by the Borrower of this Amendment, the
          Second Amendment to Security Documents, the Membership Interest Pledge
          Agreement, the execution and delivery of the Sinclair Definitive Agreement, the
          transactions contemplated hereby and thereby and the Austin Investment shall
          have been duly and effectively taken; and

(i)       
          the Borrower shall have delivered to the Administrative Agent a certificate
          substantially in the form attached as Exhibit G to the Credit Agreement and
          signed by an authorized officer of the Borrower, together with such financial
          projections as shall be necessary, in the reasonable judgment of the Initial
          Agents, to demonstrate, that after giving effect to the Sinclair Definitive
          Agreement and the Contribution Agreement and the transactions contemplated
          thereby, including, without limitation, the Austin Investment, all covenants
          contained in the Credit Agreement and under the other Loan Documents will be
          satisfied on a Pro FormaBasis through February 28, 2009 and that
          the Borrowers ability to satisfy payment obligations under the Credit
          Agreement and under the other Loan Documents will not be impaired in any way.

§9.       
          Affirmation of the Borrower. The Borrower hereby
          affirms all of its Obligations under the Credit Agreement and under each of the
          other Loan Documents to which it is a party and hereby affirms its absolute and
          unconditional promise to pay to the Lenders the Loans and all other amounts due
          under the Credit Agreement (as amended hereby) and the other Loan Documents.

§10.       
          Representations and Warranties. The Borrower
          hereby represents and warrants to the Lenders and the Administrative Agent as
          follows:

(a)       
          Representations and Warranties. Each of the representations
          and warranties contained in §9 of the Credit Agreement and in the other
          Loan Documents were true and correct in all material respects when made, and,
          after giving effect to this Amendment, and the documents, agreements and
          transactions contemplated to be delivered or completed in connection herewith,
          are true and correct in all material respects on and as of the date hereof,
          except to the extent of changes resulting from transactions contemplated or
          permitted by the Credit Agreement and the other Loan Documents, changes
          occurring in the ordinary course of business that singly or in the aggregate are
          not materially adverse and to the extent that such representations and
          warranties relate specifically to a prior date.

(b)       
          Enforceability. The execution and delivery by the Borrower of this
          Amendment, the Second Amendment to Security Documents and the Membership
          Interest Pledge Agreement, and the performance by the Borrower of this
          Amendment, the Credit Agreement as amended hereby, the Second Amendment to
          Security Documents, the other Loan Documents as amended thereby and the
          Membership Interest Pledge Agreement, are within the corporate authority of the
          Borrower and have been duly authorized by all necessary corporate proceedings.
          This Amendment, the Credit Agreement as amended hereby, the Second Amendment to
          Security Documents, the other Loan Documents as amended thereby and the
          Membership Interest Pledge Agreement constitute valid and legally binding
          obligations of the Borrower, enforceable against it in accordance with their
          terms, except as limited by bankruptcy, insolvency, reorganization, moratorium
          or similar laws relating to or affecting the enforcement of creditors
          rights in general.

(c)       
          No Default. No Default or Event of Default has occurred and is
          continuing, and after giving effect to this Amendment, the Second Amendment to
          Security Documents, the Membership Interest Pledge Agreement or the transactions
          contemplated by the Sinclair Definitive Agreement and the Austin Investment, no
          Default or Event of Default will result from the execution, delivery and
          performance by the Borrower of this Amendment, the Second Amendment to Security
          Documents, the Membership Interest Pledge Agreement or from the consummation of
          the transactions contemplated herein or therein.

§11.       
          No Other Amendments, etc. Except as expressly
          provided in this Amendment, (a) all of the terms and conditions of the Credit
          Agreement and the other Loan Documents remain unchanged, and (b) all of the
          terms and conditions of the Credit Agreement, as amended hereby, and of the
          other Loan Documents are hereby ratified and confirmed and remain in full force
          and effect. Nothing herein shall be construed to be an amendment, consent or a
          waiver of any requirements of the Borrower or of any other Person under the
          Credit Agreement or any of the other Loan Documents except as expressly set
          forth herein. Nothing in this Amendment shall be construed to imply any
          willingness on the part of the Administrative Agent or the Lenders to grant any
          similar or future amendment, consent or waiver of any of the terms and
          conditions of the Credit Agreement or the other Loan Documents.

§12.       
          Execution in Counterparts. This Amendment may be
          executed in any number of counterparts and by each party on a separate
          counterpart, each of which when so executed and delivered shall be an original,
          but all of which together shall constitute one instrument. In proving this
          Amendment, it shall not be necessary to produce or account for more than one
          such counterpart signed by the party against whom enforcement is sought.

§13.       
          Miscellaneous. This Amendment shall for all purposes be construed
          in accordance with and governed by the laws of the State of New York. The
          captions in this Amendment are for convenience of reference only and shall not
          define or limit the provisions hereof. The Borrower agrees to pay to the
          Administrative Agent, on demand by the Administrative Agent, all reasonable
          out-of-pocket costs and expenses incurred or sustained by the Administrative
          Agent in connection with the preparation of this Amendment, including reasonable
          legal fees.

[Signature pages omitted]