EXECUTION
VERSION
 Exhibit 4.56
  First Amendment Borrower Guarantors Lender Lenders PPAS Agent
 RECITALS
 Credit Agreement
 Schedule II China Youth League Investment Schedule III Everfame Acquisition Transactions Section 6
  CONSENT AND WAIVER




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2




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AMENDMENTS TO CREDIT AGREEMENT
 Amendment of Section 1.1 of the Credit Agreement
 Agreement
 Commitment Period
 Credit Documents
 Disclosure Schedule
 Interest Expense
 3




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provided
 Total Debt provided
 Addition to Section 1.1 of the Credit Agreement
 First Amendment
 Amendment of Section 2.4 of the Credit Agreement
 Lenders Loan Amounts
 Amendment of Section 2.17 of the Credit Agreement
 times
 Addition to Section 3.2 of the Credit Agreement
 4




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Certificates and Opinions
 Amendment of Section 6.2(a) of the Credit Agreement
 Minimum Consolidated EBITDA, Interest Coverage Ratio and Maximum
Leverage Ratio
 MinimumConsolidated
    
    Minimum Interest
    
    Maximum LeverageFiscal Quarter Ending
    
    EBITDA
    
    Coverage Ratio
    
    Ratio4th
Fiscal Quarter
ending in Fiscal
Year 2008
    
    $
    25,480,000.00
    
    
    
    3.23 : 1
    
    
    
    5.03 : 11st Fiscal Quarter
ending in Fiscal
Year 2009
    
    $
    20,147,796.11
    
    
    
    3.40  : 1
    
    
    
    3.67  : 12nd Fiscal Quarter
ending in Fiscal
Year 2009
    
    $
    20,062,644.42
    
    
    
    2.76  : 1
    
    
    
    3.68  : 13rd Fiscal Quarter
ending in Fiscal
Year 2009
    
    $
    20,244,241.49
    
    
    
    2.62  : 1
    
    
    
    3.65  : 14th Fiscal Quarter
ending in Fiscal
Year 2009
    
    $
    20,810,838.57
    
    
    
    2.54  : 1
    
    
    
    3.55  : 11st Fiscal Quarter
ending in Fiscal
Year 2010
    
    $
    15,363,810.46
    
    
    
    1.88  : 1
    
    
    
    4.81  : 12nd Fiscal Quarter
ending in Fiscal
Year 2010
    
    $
    20,488,289.52
    
    
    
    2.51  : 1
    
    
    
    3.60  : 13rd Fiscal Quarter
ending in Fiscal
Year 2010
    
    $
    26,267,426.98
    
    
    
    3.21  : 1
    
    
    
    2.81  : 14th Fiscal Quarter
ending in Fiscal
Year 2010
    
    $
    32,863,769.08
    
    
    
    4.02  : 1
    
    
    
    2.25  : 11st Fiscal Quarter
ending in Fiscal
Year 2011
    
    $
    19,305,185.03
    
    
    
    2.36  : 1
    
    
    
    3.83  : 12nd Fiscal Quarter
ending in Fiscal
Year 2011
    
    $
    28,634,378.47
    
    
    
    3.50  : 1
    
    
    
    2.58  : 1
 5




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MinimumConsolidated
    
    Minimum Interest
    
    Maximum LeverageFiscal Quarter Ending
    
    EBITDA
    
    Coverage Ratio
    
    Ratio3rd Fiscal Quarter
ending in Fiscal
Year 2011
    
    $
    38,966,420.22
    
    
    
    4.76  : 1
    
    
    
    1.90  : 14th Fiscal Quarter
ending in Fiscal
Year 2011
    
    $
    48,764,013.58
    
    
    
    5.96  : 1
    
    
    
    1.51  : 11st Fiscal Quarter
ending in Fiscal
Year 2012
    
    $
    47,524,013.58
    
    
    
    5.81  : 1
    
    
    
    1.55  : 12nd Fiscal Quarter
ending in Fiscal
Year 2012
    
    $
    47,524,013.58
    
    
    
    5.81  : 1
    
    
    
    1.55  : 13rd Fiscal Quarter
ending in Fiscal
Year 2012
    
    $
    47,524,013.58
    
    
    
    5.81  : 1
    
    
    
    1.55  : 1
 Amendment of Section 6.2(a) of the Credit Agreement
 Minimum Consolidated EBITDA, Interest Coverage Ratio and Maximum
Leverage Ratio
 MinimumConsolidated
    
    Minimum Interest
    
    Maximum LeverageFiscal Quarter Ending
    
    EBITDA
    
    Coverage Ratio
    
    Ratio4th
Fiscal Quarter
ending in Fiscal
Year 2008
    
    $
    25,480,000.00
    
    
    
    3.23 : 1
    
    
    
    5.03 : 11st Fiscal Quarter
ending in Fiscal
Year 2009
    
    $
    20,447,796.11
    
    
    
    3.19  : 1
    
    
    
    4.79  : 12nd Fiscal Quarter
ending in Fiscal
Year 2009
    
    $
    20,362,644.42
    
    
    
    2.48  : 1
    
    
    
    4.81  : 13rd Fiscal Quarter
ending in Fiscal
Year 2009
    
    $
    20,544,241.49
    
    
    
    2.24  : 1
    
    
    
    4.76  : 14th Fiscal Quarter
ending in Fiscal
Year 2009
    
    $
    21,110,838.57
    
    
    
    2.09  : 1
    
    
    
    4.64  : 11st Fiscal Quarter
ending in Fiscal
Year 2010
    
    $
    16,803,810.46
    
    
    
    1.66  : 1
    
    
    
    5.82  : 12nd Fiscal Quarter
ending in Fiscal
Year 2010
    
    $
    21,928,289.52
    
    
    
    2.17  : 1
    
    
    
    4.46  : 13rd Fiscal Quarter
ending in Fiscal
Year 2010
    
    $
    27,707,426.98
    
    
    
    2.74  : 1
    
    
    
    3.53  : 1
 6




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MinimumConsolidated
    
    Minimum Interest
    
    Maximum LeverageFiscal Quarter Ending
    
    EBITDA
    
    Coverage Ratio
    
    Ratio4th Fiscal Quarter
ending in Fiscal
Year 2010
    
    $
    34,303,769.08
    
    
    
    3.40  : 1
    
    
    
    2.85  : 11st Fiscal Quarter
ending in Fiscal
Year 2011
    
    $
    22,625,185.03
    
    
    
    2.24  : 1
    
    
    
    4.33  : 12nd Fiscal Quarter
ending in Fiscal
Year 2011
    
    $
    31,954,378.47
    
    
    
    3.16  : 1
    
    
    
    3.06  : 13rd Fiscal Quarter
ending in Fiscal
Year 2011
    
    $
    42,286,420.22
    
    
    
    4.19  : 1
    
    
    
    2.31  : 14th Fiscal Quarter
ending in Fiscal
Year 2011
    
    $
    52,084,013.58
    
    
    
    5.16  : 1
    
    
    
    1.88  : 11st Fiscal Quarter
ending in Fiscal
Year 2012
    
    $
    52,084,013.58
    
    
    
    5.16  : 1
    
    
    
    1.88  : 12nd Fiscal Quarter
ending in Fiscal
Year 2012
    
    $
    52,084,013.58
    
    
    
    5.16  : 1
    
    
    
    1.88  : 13rd Fiscal Quarter
ending in Fiscal
Year 2012
    
    $
    52,084,013.58
    
    
    
    5.16  : 1
    
    
    
    1.88  : 1
 Amendment of Schedule I to the Credit Agreement Schedule I
 RELEASE AND WAIVER OF CLAIMS
  7




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Section 3
 REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTORS
        8




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REPRESENTATIONS AND WARRANTIES OF THE LENDERS
 CONDITIONS PRECEDENT TO EFFECTIVENESS
 Sections 2(a), (b), (e) and (f) First Effective Date
 (i)
    
    the Agent shall have received counterparts of (i) this First Amendment
executed by each Credit Party, (ii) the Borrower Ratification and
Acknowledgment executed by the Borrower and (iii) the Guarantor Ratification
and Consent executed by each Guarantor;(ii)
    
    the Agent shall have received all of the documents required under
Sections 1(f), (g), (h), (i) and (k) of this First Amendment with
respect to the Chinese Youth League Investment;(iii)
    
    as of the First Effective Date, no Default or Event of Default (other
than such Defaults or Events of Default as are expressly waived by this First
Amendment) under any Credit Document shall have occurred and be continuing or
will result from or after giving effect to this First Amendment;(iv)
    
    as of the First Effective Date, the representations and warranties set
forth in Section 4 of this First Amendment and in the other Credit
Documents shall be true and correct; and(v)
    
    the Agent shall have received, in form and substance satisfactory to
the Agent and its counsel, copies of each instrument, agreement, certificate,
opinion or other document required pursuant to Sections 3.2(i), 3.2(j) 5.1(m),
5.1(o) and 6.1(k) of the Credit Agreement and such other documents, opinions,
certificates and instruments as the Agent or its counsel shall reasonably
request, and the Borrower and the Guarantors
 9




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shall have taken such further actions as the Agent or its counsel may
reasonably request in connection herewith or therewith.
 Sections
2(c), (d), (g) and (h) Second Effective Date Effective Date
 (i)
    
    the Agent shall have received all of the documents required under
Sections 1(f), (g), (h), (j) and (k) of this First Amendment with
respect to the Everfame Acquisition;(ii)
    
    as of the Second Effective Date, no Default or Event of Default under
any Credit Document shall have occurred and be continuing or will result from
or after giving effect to this First Amendment;(iii)
    
    as of the Second Effective Date, the representations and warranties
set forth in Section 4 of this First Amendment and in the other Credit
Documents shall be true and correct;(iv)
    
    the Borrower shall have executed and delivered to the Agent a Funding
Notice in accordance with Section 3.2(a) of the Credit Agreement;(v)
    
    the Borrower shall have executed and delivered to each Lender a Term
Note in the outstanding principal amount equal to the increase in such Lenders
Term Loan;(vi)
    
    the Agent shall have received from the Borrower pursuant to Section
2.7(c) of the Credit Agreement payment of the non-refundable commitment
increase fee of $356,000 (i.e., an amount equal to (i) $17,800,000,
times (ii) 2.0%), which fee shall be deemed fully earned and due and
payable on the Second Effective Date and in addition to any other fee from time
to time payable under the Credit Documents;(vii)
    
    the Agent shall have received from the Borrower payment for or
reimbursement of all fees and expenses (including reasonable attorneys fees)
incurred by the Agent and the Lenders in connection with the preparation,
negotiation, review, execution and delivery of this First Amendment and all
other outstanding fees and expenses required to be paid under the Credit
Agreement;(viii)
    
    the Agent shall have received, in form and substance satisfactory to the
Agent and its counsel, copies of each instrument, agreement, certificate,
opinion or other document required pursuant to Sections 3.2(i), 3.2(j), 5.1(m),
5.1(o) and 6.1(k) of the Credit Agreement and such other documents, opinions,
certificates and instruments as the Agent or its counsel shall reasonably
request, and the Borrower and the Guarantors
 10




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shall have taken such further actions as the Agent or its counsel may
reasonably request in connection herewith or therewith (including, without
limitation, an opinion of Cayman Islands counsel to the Borrower that the
change of the Borrowers name referred to herein has not adversely affected
the validity of any charge established under any Credit Document on the
Collateral).
 FURTHER ASSURANCES Section 6(b)(viii)
 SURVIVAL OF REPRESENTATIONS AND WARRANTIES
 SEVERABILITY
 RATIFICATION; REFERENCE TO CREDIT AGREEMENT
 EXPENSES
 COUNTERPARTS; EXECUTION VIA FACSIMILE
 11




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GOVERNING LAW; BINDING EFFECT
 HEADINGS
 CREDIT DOCUMENT
 NO ORAL AGREEMENTS . THIS FIRST AMENDMENT IS SPECIFICALLY LIMITED TO THE MATTERS
SET FORTH HEREIN. THIS FIRST AMENDMENT AND THE OTHER CREDIT DOCUMENTS REPRESENT THE FINAL
AGREEMENT BETWEEN AND AMONG THE CREDIT PARTIES, THE LENDERS AND THE AGENT AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF SUCH PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE CREDIT PARTIES, THE LENDERS AND THE
AGENT.
 WAIVER OF JURY . THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF
ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR
ARISING OUT OF THIS FIRST AMENDMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS FIRST AMENDMENT
(WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). EACH PARTY (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTIES WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HAVE BEEN INDUCED TO ENTER INTO THIS FIRST AMENDMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
 [SIGNATURE PAGES IMMEDIATELY FOLLOW THIS PAGE]
 12




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BORROWER:
    XINHUA SPORTS & ENTERTAINMENT LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Chief Financial Officer S-1




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GUARANTORS:
    UPPER STEP HOLDINGS LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Authorized Signatory CHINA LEAD PROFITS LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Authorized Signatory STAREASE LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Authorized Signatory CHINA MEDIA NETWORK LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Authorized Signatory S-2




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AGENT:
    PATRIARCH PARTNERS AGENCYSERVICES, LLC, as AgentBy:
    /s/ Lynn TiltonName:
    Lynn TiltonTitle:
    Manager S-3




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LENDERS:
    ZOHAR CDO 2003-1, LIMITEDBy:
    Patriarch Partners VIII, LLC,
its Collateral ManagerBy:
    /s/ Lynn TiltonName: Lynn Tilton
Title:   Manager
 ZOHAR II 2005-1, LIMITEDBy:
    Patriarch Partners XVI, LLC,
its Collateral Manager
    
    By:
    /s/ Lynn Tilton

Name: Lynn Tilton
Title:   Manager
 S-4




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[SIGNATURE PAGE IMMEDIATELY FOLLOWS THIS PAGE]




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XINHUA SPORTS & ENTERTAINMENT LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Chief Financial Officer Borrower Ratification Signature Page




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Guaranty
 [SIGNATURE PAGE IMMEDIATELY FOLLOWS THIS PAGE]




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UPPER STEP HOLDINGS LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Authorized Signatory CHINA LEAD PROFITS LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Authorized Signatory STAREASE LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Authorized Signatory CHINA MEDIA NETWORK LIMITEDBy:
    /s/ Andrew ChangName:
    Andrew ChangTitle:
    Authorized Signatory Guarantor Ratification and Consent Signature Page




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SCHEDULE I
 Lender
    
    Term Loan CommitmentZOHAR CDO 2003-1, LIMITED
    
    $
    31,000,000.00ZOHAR II 2005-1, LIMITED
    
    $
    26,800,000.00Total
    
    $
    57,800,000.00
 
 SCHEDULE I




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SCHEDULE II
  Project
    
    Description
    
    Sources of FundsChina Youth League Investment
    
    Pursuant to a joint
venture agreement
(the JV Agreement),
dated as of December
26, 2008 by and among
the Borrower, China
Youth Interactive
Media (Beijing)
Company Limited
(Interactive),
Youth Media (Hong
Kong) Limited
(YMHK) and Youth
Media (Beijing)
Limited (YMBJ), the
Borrower, Interactive
and YMBJ established
a contractual joint
venture. Pursuant to
the JV Agreement, the
Borrower will provide
working capital to
YMHK and has become
the exclusive
advertising and sales
agent of the joint
venture partners
across a campus
network for video
distribution built on
the existing
broadband Internet
infrastructure
connecting colleges
and universities
throughout China. A
copy of the JV
Agreement has been
provided to the
Lenders. The JV
Agreement was related
to a Master Agreement
in respect of certain
advertising business,
dated as of September
30, 2008, between
Xinhua Finance Media
Limited and Chung
Cheng Co., Ltd.,
which Master
Agreement has also
been provided to the
lenders.
    
    The Borrowers working capital
 SCHEDULE II




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SCHEDULE III
  MediaCompaniesProject
    
    Involved
    
    Funds Amount
    
    Uses
    
    Description
    
    CollateralShanxi TV Project
    
    Offshore Entities:     Upper Step Holdings
Limited     Everfame
Development Limited     Hong Kong Stock
Express Publication LimitedOnshore Entities:     Beijing Hanhua
Zhiyuan Culture Media Co., Ltd.     Beijing Pioneer
Media Advertising
Co., Ltd.
    
    US$23,930,000,
including (i)
US$23,920,000 from
borrowing proceeds
and (ii) US$10,000
consideration paid
to acquire the
shares of Everfame
Development Limited
funded by the
Borrower
    
         approximately
US$18,200,000 for
the Shanxi TV
contract
acquisition, of
which $8,000,000
will be used by the
vendors for Shanxi
TV asset upgrade;     approximately
US$4,400,000 for TV
content contract
investment;     approximately
US$1,330,000 will
be used to purchase
a 51% interest in a
joint venture for
content development
    
    Pursuant to a
purchase agreement
to be entered into
by and among the
Borrower, Parkwood
Asia Limited and
Everfame
Development Limited
in respect of
shares in the
capital of Everfame
Development Limited
and other assets
set out therein, a
draft of which
purchase agreement
has been provided
to the Lenders, and
relating
agreements,
including a
cooperation
agreement with
Shanxi Television
Station
    
         100% equity
interests in Upper
Step Holdings
Limited and all of
its assets     100% equity
interests in
Everfame
Development Limited
and all of its
assets     100% equity
interests in Hong
Kong Stock Express
Publication Limited
and all of its
assets
 SCHEDULE III