Exhibit 10.2 


AMENDMENT
NO. 1 TO THE CREDIT AGREEMENT AND THE 


INCREMENTAL
TERM LOAN ASSUMPTION AGREEMENT


 


THIS
AMENDMENT NO. 1 TO THE CREDIT AGREEMENT AND THE INCREMENTAL TERM LOAN ASSUMPTION AGREEMENT (this “Amendment”),
dated as of November 7, 2012, 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:


 


(1)      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 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;


 


(2)      The
Borrower, Holdings, the Administrative Agent, the other agents party thereto, and the lenders from time to time party thereto
are parties to an Incremental Term Loan Assumption Agreement, dated as of July 31, 2012 (as otherwise amended, restated, amended
and restated, supplemented or otherwise modified from time to time, the “Incremental Agreement”). Capitalized
terms not otherwise defined in this Agreement or the Credit Agreement have the same meanings as specified in the Incremental Agreement;


 


WHEREAS,
Borrower, Holdings, the Administrative Agent and the Lenders have agreed to amend certain provisions of the Credit Agreement and
Incremental 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.	Exhibit
                                         A of the Incremental Agreement is hereby amended by deleting the term “Interest
                                         Rate” in its entirety and inserting the following in lieu thereof:



 


“Interest
Rate:


The
Eurodollar Rate plus 3.50% per annum; the Base Rate plus 2.50% per annum.”


 


The
effect of this clause (1) on the computation of interest payments related to the Incremental Term Loans shall be as of and from
the date hereof at 11:59 P.M. eastern standard time.


 





		2.	Article
                                         I of the Credit Agreement is hereby amended by deleting the term “Applicable
                                         Margin” in its entirety and inserting the following in lieu thereof:





 




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	 	 	“
    ‘Applicable Margin’ means, with respect to (x) Revolving Loans and Swing Loans, a percentage equal to 2.50% per
    annum, in the case of Base Rate Loans, and 3.50% per annum, in the case of Eurodollar Rate Loans and (y) the Unused Commitment
    Fee, a percentage equal to 0.50% per annum.”
	 	 	 
	 	 	The
    effect of this clause (1) on the computation of interest payments related to the Incremental Term Loans shall be as of and
    from the date hereof at 11:59 P.M. eastern standard time.
	 	 	 
	 	3.	Reaffirmation.  Each
    of the Borrower and Holdings 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.
	 	 	 
	 	4.	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.
	 	 	 
	 	5.	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.
	 	 	 
	 	6.	Governing
    Law.  This Agreement and the rights and obligations of the parties hereto shall be governed by, and construed
    and interpreted in accordance with, the law of the State of New York.
	 	 	 
	 	 	[Remainder
    of Page Intentionally Left Blank]


 




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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: EVP/CFO	 


 


	 	TOWNSQUARE RADIO HOLDINGS, LLC
	 	 	 	 
	 	By:	/s/  Stuart Rosenstein	 
	 	 	Name: Stuart Rosenstein	 
	 	 	Title: EVP/CFO	 


 




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TOWNSQUARE
RADIO, LLC

SUBSIDIARY AND JOINDER GAURANTORS:


 


AS
SUBSIDIARY GAURANTORS:


 


REGENT
BROADCASTING OF ST. CLOUD II, INC.


 


LIVINGSTON
COUNTY BROADCASTERS, INC.


 


TOWNSQUARE
MEDIA OF FT. COLLINS AND GRAND RAPIDS, LLC


 


GAP BROADCASTING
BURLINGTON LICENSE, LLC


 


GAP BROADCASTING
BURLINGTON, LLC


 


GAP BROADCASTING
MIDLAND-ODESSA LICENSE, LLC


 


GAP BROADCASTING
MIDLAND-ODESSA, LLC


 


MILLENNIUM
ATLANTIC CITY II HOLDCO, LLC


 


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


 


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


 




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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 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 


 


TOWNSQUARE MEDIA MONMOUTH-OCEAN, LLC 


 


TOWNSQUARE MEDIA ODESSA-MIDLAND LICENSE, LLC 


 


TOWNSQUARE MEDIA ODESSA-MIDLAND, LLC 


 


TOWNSQUARE MEDIA OF LAFAYETTE, LLC


 




    	5



    	 



    

  


TOWNSQUARE
MEDIA OF MIDWEST, LLC 


 


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 


 


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


 




    	6



    	 



    

 


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
NEW JERSEY 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 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.


 




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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.


 


TOWNSQUARE
MEDIA LICENSEE OF ALBANY AND LAFAYETTE, INC. 


 


TOWNSQUARE
MEDIA LICENSEE OF ST. CLOUD, INC.


 


TOWNSQUARE
MEDIA LICENSEE OF UTICA/ROME, INC. 


 


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 GRAND RAPIDS, INC.


 


TOWNSQUARE
MEDIA OF PRESQUE ISLE, INC.


 


TOWNSQUARE
MEDIA OF ST. CLOUD, INC.


 


TOWNSQUARE
MEDIA OF UTICA/ROME, INC.


 


TOWNSQUARE
MEDIA, INC.


 


TOWNSQUARE RADIO, INC.


 




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AS
JOINDER GUARANTORS:


 


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 


 


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:    EVP/CFO	


 




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	 	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]


 




    	 



    	 



    

 


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


 


[SIGNATURE
PAGE]


 




    	 



    	 



    

 


	 	SUNTRUST
    BANK,	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Elizabeth
    Tallmadge 	 
	 	 	Name:  Elizabeth
    Tallmadge 	
	 	 	Title:    Managing
    Director	


 


[SIGNATURE
PAGE]


 




    	 



    	 



    

 


	 	MIHI
    LLC,	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Stephen Mehos	 
	 	 	Name:  Stephen Mehos	 
	 	 	Title:    Authorized Signatory	 
	 	 	 	 
	 	By:	/s/ Andy
    Stock	 
	 	 	Name:  Andy
    Stock	
	 	 	Title:    Executive
    Director	


 


[SIGNATURE
PAGE]


 




    	 



    	 



    

 


	 	ING CAPITAL LLC,	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Christopher
    J Moon	 
	 	 	Name:   Christopher
    J Moon	
	 	 	Title:     Director	


 


[SIGNATURE
PAGE]


  




    	 



    	 



    

  


	 	BANK
    OF AMERICA, N.A.	 
	 	as
    a Lender	 
	 	 	 	 
	 	By:	 /s/ Greg Roetting	 
	 	 	Name:  Greg Roetting	 
	 	 	Title:    VP	 


 


[SIGNATURE
PAGE]