Exhibit 10.3 


AMENDMENT NO. 2 TO THE CREDIT AGREEMENT


 


THIS AMENDMENT NO. 2
TO THE CREDIT AGREEMENT (this “Amendment”), dated as of August 30, 2013, is made by and among TOWNSQUARE RADIO,
LLC, a Delaware limited liability company (the “Borrower”), TOWNSQUARE RADIO HOLDINGS, LLC, a Delaware limited
liability company (“Holdings”), each of the undersigned banks and other financial institutions party hereto
as lenders (in such capacity, the “Lenders”), GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent
(in such capacity, the “Administrative Agent”) for the Lenders under, and as defined in, the Credit Agreement
(as defined below).


 


PRELIMINARY STATEMENTS:


 


WHEREAS, the Borrower,
Holdings, the Administrative Agent, the other agents party thereto, and the lenders from time to time party thereto are parties
to a Credit Agreement, dated as of April 4, 2012 (as amended by that Amendment dated November 7, 2012, and as otherwise amended,
restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).
Capitalized terms not otherwise defined in this Agreement have the same meanings as specified in the Credit Agreement;


 


WHEREAS, Borrower,
Holdings, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement, in a manner,
and on the terms and conditions, provided for herein.


 


NOW THEREFORE, in
consideration of the premises and for good and valuable consideration, the receipt, adequacy and sufficiency of which is hereby
acknowledged, Borrower, Holdings, the Administrative Agent and the Lenders hereby agree as follows:


 


		1.	Section 1.1 of the Credit
                                         Agreement is hereby amended by amending and restating the defined term “Incremental
                                         Term Loan Amount” to read in its entirety as follows:



 


“Incremental
Term Loan Amount” shall mean, at any time, the excess, if any, of (a) $155,000,000 over (b) the aggregate amount of
all Incremental Term Loan Commitments established prior to such time pursuant to Section 2.19; provided, however,
that such amount may be increased by an additional $102,000,000 as contemplated by, and for the purposes set forth in,
certain commitment letters entered into on or about August 30, 2013, by and among the Lenders party thereto, the Borrower and
Holdings.”


 


		2.	Section 1.1 of the Credit
                                         Agreement is hereby further amended by adding the following definition in appropriate
                                         alphabetical order to read in its entirety as follows:



 


““Cumulus
Asset Swap” shall mean the asset exchange contemplated under that Asset Purchase and Exchange Agreement, dated as of
August 30, 2013, by and among Townsquare Radio, LLC, Cumulus Media Holdings, Inc. and the other Persons party thereto.”


 




    	 



    	 



    

  


““PIK
Notes” shall mean the subordinated notes in an initial aggregate principal amount of $30,000,000 contemplated to be
sold by Townsquare Media, LLC pursuant to, and for the purposes set forth in, that certain commitment letter entered into on or
about August 30, 2013, by and among the Purchasers party thereto and Townsquare Media, LLC.”


 


		3.	Section 1.1 of the Credit
                                         Agreement is hereby further amended by adding the following definitions in appropriate
                                         alphabetical order to read in its entirety as follows:



 


““Availability”
means, as of any date of determination, the amount by which (a) the aggregate Revolving Credit Commitments exceeds (b) the Revolving
Credit Outstandings.”


 


““Liquidity”
means, as of any date of determination, Availability plus all unrestricted cash and unrestricted Cash Equivalents on hand
of the Loan Parties maintained in one or more depository accounts that are subject to Control Agreements.”


 


		4.	Section 2.8(a) of the Credit
                                         Agreement is hereby amended by (A) deleting the period at the end of subclause
                                         (x) thereof and substituting a comma, (B) deleting the period at the end thereof and
                                         substituting “, and” and (C) adding the following new subclause (z) at the
                                         end of the last proviso thereof to read in its entirety as follows:



 


“(z) Restricted Payments
which are made in accordance with Section 8.5(c)(i).”


 


		5.	Section 8.4(t) of the Credit
                                         Agreement is hereby amended by amending and restating the last proviso thereof
                                         to read in its entirety as follows:



 


“provided,
further, that (1) the aggregate value of Permitted Asset Swaps (other than the Cumulus Asset Swap) pursuant to this clause
(t) for the period beginning on January 1, 2013 shall not exceed $50,000,000 in the aggregate and (2) with respect to the Cumulus
Asset Swap, shall not exceed $32,000,000 in the aggregate; and”


 


		6.	Section 8.5(c) of the Credit
                                         Agreement is hereby amended and restated to read in its entirety as follows:



 


(c)         (i)
Restricted Payments made by Holdings to Townsquare Media, LLC for purposes of repayment of the PIK Notes and any accrued but unpaid
interest thereon, provided that (A) the Senior Secured Leverage Ratio of the Borrower and its Subsidiaries determined on a Pro
Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements were required to have
been delivered pursuant to Section 6.1(b) or (c), as applicable, as if such Restricted Payment had been made on the last day of
such Fiscal Quarter, is equal to or less than 2.0:1.0, (B) Liquidity after giving pro forma effect to any


 




    	 



    	 



    

  


such Restricted Payment as of
the date any such Restricted Payment is made is equal to at least $5,000,000, (C) the Total Leverage Ratio of the Borrower and
its Subsidiaries determined on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial
statements were required to have been delivered pursuant to Section 6.1(b) or (c), as applicable, as if such Restricted Payment
had been made on the last day of such Fiscal Quarter, is equal to or less than 6.0:1.0, (D) the aggregate amount of the payments
pursuant to this subclause (c)(i) shall in no event exceed $35,000,000 in the aggregate, and (E) no Default or Event of Default
has occurred and is continuing; and


 


(ii) other
Restricted Payments (for the avoidance of doubt, not including the Restricted Payments permitted to be made pursuant to the immediately
preceding subclause (i)) in an aggregate amount not to exceed the portion, if any, of the Available Amount on the date of such
Restricted Payment that the Borrower elects to apply to this clause (c), such election to be specified in a written notice of
a Responsible Officer of the Borrower calculating in reasonable detail the amount of Available Amount immediately prior to such
election and the amount thereof elected to be so applied, provided that (A) the Total Leverage Ratio of the Borrower and its Subsidiaries
determined on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements were
required to have been delivered pursuant to Section 6.1(b) or (c), as applicable, as if such Restricted Payment had been made
on the last day of such Fiscal Quarter, is equal to or less than 6.0:1.0 and (B) no Default or Event of Default has occurred and
is continuing;”


 


		7.	Section 8.5(l) of the Credit
                                         Agreement is hereby amended and restated to read in its entirety as follows:



 


“(l)
so long as no Default or Event of Default has occurred and is continuing (or would result from), Restricted Payments (including
loans or advances but excluding Restricted Payments permitted to be made pursuant to Section 8.5(c)(i)) in an aggregate amount
outstanding at the time made not to exceed $20.0 million.”


 


		8.	Section 8.5 of the Credit
                                         Agreement is hereby amended by amending and restating the penultimate paragraph thereof
                                         to read in its entirety as follows:



 


“For
purposes of determining compliance with this Section 8.5, in the event that a Restricted Payment is permitted pursuant
to this Section 8.5, the Borrower will be entitled to classify such Restricted Payment (or portion thereof) on the date
of its payment or later reclassify such Restricted Payment (or portion thereof) in any manner that complies with this covenant
(for avoidance of doubt, Restricted Payments permitted to be made pursuant to Section 8.5(c)(i) may only be made in accordance
with such Section and may not otherwise be classified or reclassified under any other clause of this Section 8.5).”


 




    	 



    	 



    

  


		9.	Section 8.7 of the Credit Agreement is hereby amended
                                         by inserting the following proviso immediately before the period at the end thereof
                                         to read in its entirety as follows:



 


“provided, further,
that in no event shall any Loan Party merge with Townsquare Media, LLC.”


 


		10.	Reaffirmation.  Each
                                         of Holdings, the Borrower and the other Loan Parties hereby acknowledges and reaffirms
                                         all of its obligations and undertakings under each of the Loan Documents (including,
                                         without limitation, any and all amendments thereto) to which it is a party and acknowledges
                                         and agrees that subsequent to, and after taking account of the provisions of this Amendment,
                                         each such Loan Document (including, without limitation, any and all amendments thereto)
                                         is and shall remain in full force and effect in accordance with the terms thereof.



 


		11.	Effect.  Each of the
                                         Borrower and Holdings acknowledges and agrees that the amendments set forth herein
                                         are effective solely for the purposes set forth herein and that the execution and delivery
                                         by Administrative Agent and Lenders of this Amendment shall not be deemed (i) except
                                         as expressly provided in this Amendment, to be a consent to any amendment, waiver or
                                         modification of any term or condition of the Credit Agreement or of any other Loan Document,
                                         (ii) to create a course of dealing or otherwise obligate Administrative Agent or Lenders
                                         to forbear, waive, consent or execute similar amendments under the same or similar circumstances
                                         in the future, or (iii) to amend, prejudice, relinquish or impair any right of Administrative
                                         Agent or Lenders to receive any indemnity or similar payment from any Person or entity
                                         as a result of any matter arising from or relating to this Amendment. Upon the effectiveness
                                         of this Amendment, each reference in the Credit Agreement to “this Agreement”,
                                         “hereunder”, “hereof’, “herein” or words of similar
                                         import shall mean and be a reference to the Credit Agreement as amended hereby.



 


		12.	Execution in Counterparts.
                                           This Agreement may be executed in any number of counterparts and by
                                         different parties hereto in separate counterparts, each of which when so executed shall
                                         be deemed to be an original and all of which taken together shall constitute but one
                                         and the same agreement. Delivery of an executed counterpart of a signature page to this
                                         Agreement by telecopier (or other electronic transmission including a signed copy in
                                         PDF format) shall be effective as delivery of a manually executed counterpart of this
                                         Agreement.



 


		13.	Governing Law. This Agreement
                                         and the rights and obligations of the parties hereto (including any claims in
                                         contract law or tort law arising out of the subject matter hereof) shall be governed
                                         by, and construed and interpreted in accordance with, the law of the State of New York
                                         (without respect to the principles of conflicts of laws that would result in the application
                                         of any law other than the law of the State of New York).



 


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IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the
date first above written.


 


	 	TOWNSQUARE RADIO, LLC
	 	 
	 	By:	/s/ Stuart Rosenstein
	 	 	Name:	Stuart Rosenstein
	 	 	Title:	Executive Vice President and 

Chief Financial Officer


 


	 	TOWNSQUARE RADIO HOLDINGS, LLC
	 	 
	 	By:	/s/ Stuart Rosenstein
	 	 	Name:	Stuart Rosenstein
	 	 	Title:	Executive Vice President and 

Chief Financial Officer


 


Signature Page to Amendment No. 2 to Credit
Agreement


 




    	 



    	 



    

  


	 	GUARANTORS:
	 	 
	 	GAP BROADCASTING BURLINGTON LICENSE, LLC
	 	GAP BROADCASTING BURLINGTON, LLC
	 	GAP BROADCASTING MIDLAND-ODESSA LICENSE, LLC
	 	GAP BROADCASTING MIDLAND-ODESSA, LLC
	 	LIVINGSTON COUNTY BROADCASTERS, INC.
	 	MILLENNIUM ATLANTIC CITY II HOLDCO, LLC
	 	REGENT BROADCASTING OF CHICO, INC.
	 	REGENT BROADCASTING OF DULUTH, INC.
	 	REGENT BROADCASTING OF ERIE, INC.
	 	REGENT BROADCASTING OF FLAGSTAFF, INC.
	 	REGENT BROADCASTING OF KINGMAN, INC.
	 	REGENT BROADCASTING OF LAKE TAHOE, INC.
	 	REGENT BROADCASTING OF LANCASTER, INC.
	 	REGENT BROADCASTING OF LEXINGTON, INC.
	 	REGENT BROADCASTING OF PALMDALE, INC.
	 	REGENT BROADCASTING OF REDDING, INC.
	 	REGENT BROADCASTING OF SAN DIEGO, INC.
	 	REGENT BROADCASTING OF SOUTH CAROLINA, INC.
	 	REGENT BROADCASTING OF ST. CLOUD II, INC.
	 	REGENT BROADCASTING OF WATERTOWN, INC.
	 	REGENT LICENSEE OF CHICO, INC.
	 	REGENT LICENSEE OF ERIE, INC.
	 	REGENT LICENSEE OF FLAGSTAFF, INC.
	 	REGENT LICENSEE OF KINGMAN, INC.
	 	REGENT LICENSEE OF LAKE TAHOE, INC.
	 	REGENT LICENSEE OF LEXINGTON, INC.
	 	REGENT LICENSEE OF PALMDALE, INC.
	 	REGENT LICENSEE OF REDDING, INC.
	 	REGENT LICENSEE OF SAN DIEGO, INC.
	 	REGENT LICENSEE OF SOUTH CAROLINA, INC.
	 	REGENT LICENSEE OF WATERTOWN, INC.
	 	SPECIAL EVENTS MANAGEMENT, LLC
	 	TOWNSQUARE LIVE EVENTS, LLC
	 	TOWNSQUARE MEDIA ABILENE LICENSE, LLC
	 	TOWNSQUARE MEDIA ABILENE, LLC
	 	TOWNSQUARE MEDIA ACQUISITION III, LLC
	 	TOWNSQUARE MEDIA ACQUISITION IV, LLC
	 	TOWNSQUARE MEDIA AMARILLO LICENSE, LLC
	 	TOWNSQUARE MEDIA AMARILLO, LLC


 


Signature Page to Amendment No. 2 to Credit
Agreement


 




    	 



    	 



    

  


	 	TOWNSQUARE MEDIA ATLANTIC CITY II LICENSE,
    LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY II, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY III HOLDCO, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY III LICENSE, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY III, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY LICENSE, LLC
	 	TOWNSQUARE MEDIA ATLANTIC CITY, LLC
	 	TOWNSQUARE MEDIA BILLINGS LICENSE, LLC
	 	TOWNSQUARE MEDIA BILLINGS, LLC
	 	TOWNSQUARE MEDIA BOZEMAN LICENSE, LLC
	 	TOWNSQUARE MEDIA BOZEMAN, LLC 
	 	TOWNSQUARE MEDIA BROADCASTING, LLC 
	 	TOWNSQUARE MEDIA CASPER LICENSE, LLC 
	 	TOWNSQUARE MEDIA CASPER, LLC 
	 	TOWNSQUARE MEDIA CHEYENNE LICENSE, LLC
	 	TOWNSQUARE MEDIA CHEYENNE, LLC
	 	TOWNSQUARE MEDIA DULUTH LICENSE, LLC 
	 	TOWNSQUARE MEDIA DULUTH, LLC 
	 	TOWNSQUARE MEDIA LAKE CHARLES LICENSE, LLC
	 	TOWNSQUARE MEDIA LAKE CHARLES, LLC 
	 	TOWNSQUARE MEDIA LARAMIE LICENSE, LLC 
	 	TOWNSQUARE MEDIA LARAMIE, LLC 
	 	TOWNSQUARE MEDIA LAWTON LICENSE, LLC 
	 	TOWNSQUARE MEDIA LAWTON, LLC 
	 	TOWNSQUARE MEDIA LICENSEE OF ALBANY AND LAFAYETTE, INC.
	 	TOWNSQUARE MEDIA LICENSEE OF PEORIA, INC.
	 	TOWNSQUARE MEDIA LICENSEE OF ST. CLOUD, INC.
	 	TOWNSQUARE MEDIA LICENSEE OF UTICA/ROME, INC.
	 	TOWNSQUARE MEDIA LUBBOCK LICENSE, LLC 
	 	TOWNSQUARE MEDIA LUBBOCK, LLC 
	 	TOWNSQUARE MEDIA LUFKIN LICENSE, LLC 
	 	TOWNSQUARE MEDIA LUFKIN, LLC 
	 	TOWNSQUARE MEDIA MISSOULA LICENSE, LLC 
	 	TOWNSQUARE MEDIA MISSOULA, LLC 
	 	TOWNSQUARE MEDIA MONMOUTH-OCEAN LICENSE, LLC


 


Signature Page to Amendment No. 2 to Credit
Agreement


 




    	 



    	 



    

  


	 	TOWNSQUARE MEDIA MONMOUTH-OCEAN, LLC
	 	TOWNSQUARE MEDIA ODESSA-MIDLAND LICENSE, LLC
	 	TOWNSQUARE MEDIA ODESSA-MIDLAND, LLC
	 	TOWNSQUARE MEDIA OF ALBANY AND LAFAYETTE, INC.
	 	TOWNSQUARE MEDIA OF ALBANY, INC.
	 	TOWNSQUARE MEDIA OF KILLEEN-TEMPLE, INC.
	 	TOWNSQUARE MEDIA OF BUFFALO, INC.
	 	TOWNSQUARE MEDIA OF EL PASO, INC.
	 	TOWNSQUARE MEDIA OF EVANSVILLE/OWENSBORO, INC.
	 	TOWNSQUARE MEDIA OF FLINT, INC.
	 	TOWNSQUARE MEDIA OF FT. COLLINS, INC.
	 	TOWNSQUARE MEDIA OF FT. COLLINS AND GRAND RAPIDS, LLC
	 	TOWNSQUARE MEDIA OF GRAND RAPIDS, INC.
	 	TOWNSQUARE MEDIA OF LAFAYETTE, LLC
	 	TOWNSQUARE MEDIA OF MIDWEST, LLC
	 	TOWNSQUARE MEDIA OF PRESQUE ISLE, INC.
	 	TOWNSQUARE MEDIA OF ST. CLOUD, INC.
	 	TOWNSQUARE MEDIA OF UTICA/ROME, INC.
	 	TOWNSQUARE MEDIA ONEONTA LICENSE, LLC
	 	TOWNSQUARE MEDIA ONEONTA, LLC
	 	TOWNSQUARE MEDIA POCATELLO LICENSE, LLC
	 	TOWNSQUARE MEDIA POCATELLO, LLC
	 	TOWNSQUARE MEDIA QUINCY-HANNIBAL LICENSE, LLC
	 	TOWNSQUARE MEDIA QUINCY-HANNIBAL, LLC
	 	TOWNSQUARE MEDIA SAN ANGELO LICENSE, LLC
	 	TOWNSQUARE MEDIA SAN ANGELO, LLC
	 	TOWNSQUARE MEDIA SEDALIA LICENSE, LLC
	 	TOWNSQUARE MEDIA SEDALIA, LLC
	 	TOWNSQUARE MEDIA SHELBY LICENSE, LLC
	 	TOWNSQUARE MEDIA SHELBY, LLC
	 	TOWNSQUARE MEDIA SHREVEPORT LICENSE, LLC
	 	TOWNSQUARE MEDIA SHREVEPORT, LLC
	 	TOWNSQUARE MEDIA TEXARKANA LICENSE, LLC
	 	TOWNSQUARE MEDIA TEXARKANA, LLC
	 	TOWNSQUARE MEDIA TRENTON LICENSE, LLC


 


Signature Page to Amendment No. 2 to Credit
Agreement


 




    	 



    	 



    

  


	 	TOWNSQUARE MEDIA TRENTON, LLC
	 	TOWNSQUARE MEDIA TRI-CITIES LICENSE, LLC
	 	TOWNSQUARE MEDIA TRI-CITIES, LLC
	 	TOWNSQUARE MEDIA TWIN FALLS LICENSE, LLC
	 	TOWNSQUARE MEDIA TWIN FALLS, LLC
	 	TOWNSQUARE MEDIA TYLER LICENSE, LLC
	 	TOWNSQUARE MEDIA TYLER, LLC
	 	TOWNSQUARE MEDIA VICTORIA LICENSE, LLC
	 	TOWNSQUARE MEDIA VICTORIA, LLC
	 	TOWNSQUARE MEDIA WEST CENTRAL HOLDINGS, LLC
	 	TOWNSQUARE MEDIA WEST CENTRAL INTERMEDIATE HOLDINGS, LLC
	 	TOWNSQUARE MEDIA WEST CENTRAL RADIO BROADCASTING, LLC
	 	TOWNSQUARE MEDIA WICHITA FALLS LICENSE, LLC
	 	TOWNSQUARE MEDIA WICHITA FALLS, LLC
	 	TOWNSQUARE MEDIA YAKIMA LICENSE, LLC
	 	TOWNSQUARE MEDIA YAKIMA, LLC
	 	TOWNSQUARE MEDIA, INC.
	 	TOWNSQUARE NEW JERSEY HOLDCO, LLC
	 	TOWNSQUARE RADIO, INC.
	 	BRYTON ACQUISITION COMPANY, LLC
	 	TOWNSQUARE MEDIA AUGUSTA WATERVILLE LICENSE, LLC
	 	TOWNSQUARE MEDIA AUGUSTA WATERVILLE, LLC
	 	TOWNSQUARE MEDIA BANGOR LICENSE, LLC
	 	TOWNSQUARE MEDIA BANGOR, LLC
	 	TOWNSQUARE MEDIA BINGHAMTON LICENSE, LLC
	 	TOWNSQUARE MEDIA BINGHAMTON, LLC
	 	TOWNSQUARE MEDIA BISMARCK LICENSE, LLC
	 	TOWNSQUARE MEDIA BISMARCK, LLC
	 	TOWNSQUARE MEDIA KILLEEN-TEMPLE LICENSE, LLC
	 	TOWNSQUARE MEDIA GRAND JUNCTION LICENSE, LLC
	 	TOWNSQUARE MEDIA GRAND JUNCTION, LLC
	 	TOWNSQUARE MEDIA NEW BEDFORD LICENSE, LLC
	 	TOWNSQUARE MEDIA NEW BEDFORD, LLC
	 	TOWNSQUARE MEDIA ODESSA-MIDLAND II LICENSE, LLC


 


Signature Page to Amendment No. 2 to Credit
Agreement


 




    	 



    	 



    

 


	 	TOWNSQUARE MEDIA ODESSA-MIDLAND II, LLC
	 	TOWNSQUARE MEDIA PRESQUE ISLE LICENSE, LLC
	 	TOWNSQUARE MEDIA SIOUX FALLS LICENSE, LLC
	 	TOWNSQUARE MEDIA SIOUX FALLS, LLC 
	 	TOWNSQUARE MEDIA TUSCALOOSA LICENSE, LLC
	 	TOWNSQUARE MEDIA TUSCALOOSA, LLC


 


	 	By:	/s/ Stuart Rosenstein
	 	 	Name:	Stuart Rosenstein
	 	 	Title:	Executive Vice President and 

Chief Financial Officer


 


Signature Page to Amendment No. 2 to Credit
Agreement


 




    	 



    	 



    

 


	 	GENERAL ELECTRIC CAPITAL

        CORPORATION,

	 	as Administrative Agent, L/C Issuer,

        Swingline Lender and a Lender

	 	 	 	 
	 	By:	/s/ Marshall T. Mangum, III
	 	 	Name:	Marshall T. Mangum, III
	 	 	Title:	Duly Authorized Signatory


 


Signature Page to Amendment No. 2 to Credit
Agreement


 




    	 



    	 



    

 


	 	ROYAL BANK OF CANADA,
	 	as a Lender
	 	 
	 	By:	/s/ Alfonse
    Simone
	 	 	Name:	Alfonse Simone
	 	 	Title:	Authorized Signatory


 


Signature Page to Amendment No. 2 to Credit
Agreement


 




    	 



    	 



    

 


	 	SUNTRUST BANK,
	 	as a Lender 
	 	 	 
	 	By:	/s/ Kevin Curtin
	 	 	Name:  Kevin Curtin
	 	 	Title:    Director


 


Signature Page to Amendment No. 2 to Credit
Agreement


 




    	 



    	 



    

 


	 	MIHI LLC,
	 	as a Lender
	 	 
	 	By:	/s/ Michael Silverton
	 	 	Name: Michael Silverton
	 	 	Title:   Authorized Signatory
	 	 	 
	 	By:	/s/ T. Morgan Edwards II
	 	 	Name: T. Morgan Edwards II
	 	 	Title:   Authorized Signatory


 


Signature Page to Amendment No. 2 to Credit
Agreement