First Amendment and Limited Waiver to Credit Agreement



 Exhibit 10.2 
 FIRST AMENDMENT AND LIMITED WAIVER TO CREDIT AGREEMENT 
 This FIRST AMENDMENT AND LIMITED WAIVER TO
CREDIT AGREEMENT, dated as of December 29, 2008 (this “Amendment”), is entered into by COX RADIO, INC., a Delaware corporation (the “Company”), the Persons signatory hereto as Lenders (the
“Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”) under the Credit Agreement dated as of July 26, 2006 (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”), among the Company, the Lenders party thereto and the Administrative Agent. 
 In consideration of the mutual execution hereof and other good and valuable consideration, the parties hereto hereby agree as follows: 
 1. Defined Terms. Capitalized terms which are defined in the Credit Agreement and not otherwise defined herein have the meanings given in the Credit Agreement. 
 2. Amendments Applicable to Lehman Brothers Bank, FSB. Subject to satisfaction of the conditions of effectiveness of this Amendment set forth in
Section 5 herein, the Company, the Administrative Agent, Lehman Brothers Bank, FSB (“Lehman”) and the Majority Lenders hereby agree to amend the Credit Agreement as follows: 
 (a) Amendment to Section 1.01 of the Credit Agreement. 
 (i) Section 1.01 of the Credit Agreement is hereby amended by amending and restating the following defined terms in their
entirety to read as follows: 
 ““Conventional Revolving Borrowing” shall mean a Borrowing of
Conventional Revolving Loans made by the Company under Section 2.01(a), as converted or continued under Section 2.08; provided that, solely for purposes of conversion, continuation or interest election under Section 2.08,
“Conventional Revolving Borrowing” shall be deemed to include any outstanding Terminated Revolving Loans that may be part of any Borrowing from time to time, as applicable.” 
 ““Loans” shall mean Conventional Revolving Loans (in each case whether Federal Funds Rate Loans, Alternate Base Rate
Loans or Eurodollar Loans), Discretionary Revolving Loans and Terminated Revolving Loans (in each case whether Federal Funds Rate Loans, Alternate Base Rate Loans or Eurodollar Loans).” 
 ““Revolving Commitment” shall mean, with respect to each Lender, the commitment, if any, of such Lender to make
Conventional Revolving Loans hereunder up to the principal amount set forth as to such Lender on Exhibit 2.01(a); provided that, solely for purposes of the definition of Majority Lenders, Lehman’s “Revolving Commitment” shall
be deemed to be equal to the aggregate amount outstanding of Lehman’s Terminated Revolving Loans. The initial aggregate amount of the Revolving Commitments on the Closing Date was $600,000,000.” 
 (ii) Section 1.01 of the Credit Agreement is hereby amended by inserting the following defined terms in their appropriate
alphabetical order: 
 ““First Amendment to Credit Agreement” means the First Amendment and Limited
Waiver to Credit Agreement, dated as of the First Amendment Closing Date, among the Company, Administrative Agent and the Lenders party thereto.” 







 ““First Amendment Closing Date” means December 29, 2008.”

 ““Lehman” shall mean Lehman Brothers Bank, FSB, in its capacity as a Lender.” 
 ““Terminated Revolving Loans” shall have the meaning specified in Section 2.01(a). 
 (iii) Section 1.01 of the Credit Agreement is hereby amended by inserting the text “or a Terminated Revolving Loan”
immediately after the words “Conventional Revolving Loan” in the definition of Default Rate. 
 (iv)
Section 1.01 of the Credit Agreement is hereby amended by inserting the text “or Terminated Revolving Loans” immediately after the words “Conventional Revolving Loans” in the definition of Interest Period. 

(v) Section 1.01 of the Credit Agreement is hereby amended by inserting the text “or a Terminated Revolving Loan”
immediately after the words “Conventional Revolving Loan” in the definition of Lending Office. 
 (b) Amendment
to Section 2.01 of the Credit Agreement. Section 2.01 of the Credit Agreement is hereby amended to be named “Conventional Revolving Loans and Terminated Revolving Loans”. 
 (c) Amendment to Section 2.01(a) of the Credit Agreement. Section 2.01(a) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows: 
 “Revolving Commitments. (i) Subject to and upon
the terms and conditions set forth in this Agreement, each Lender severally agrees to make revolving loans (collectively, the “Conventional Revolving Loans”) to the Company on any one or more Business Days on or after the date
hereof and prior to the Revolving Credit Termination Date, up to an aggregate principal amount not exceeding at any one time outstanding an amount equal to (A) such Lender’s Revolving Commitment less (B) the principal amount of all
Discretionary Revolving Loans outstanding to such Lender and the LC Exposure of such Lender at such time, if any; provided that in no event shall the aggregate outstanding principal amount of Conventional Revolving Loans, Discretionary
Revolving Loans, Terminated Revolving Loans and the aggregate LC Exposure ever exceed $597,105,263, as such amount may be increased or reduced pursuant to the terms of this Agreement. Each Conventional Revolving Borrowing shall be in an aggregate
amount of not less than $2,000,000 and an integral multiple of $250,000. Subject to the foregoing, each Conventional Revolving Borrowing shall be made simultaneously from the Lenders according to their Borrowing Pro Rata Shares of the principal
amount requested for each Conventional Revolving Borrowing and shall consist of Conventional Revolving Loans of the same type (e.g., Alternate Base Rate Loans, Federal Funds Rate Loans or Eurodollar Loans) with the same Interest Period from
each Lender. Within such limits and during such period, the Company may borrow, repay and reborrow under this Section 2.01(a)(i). 
 (ii) The Company, the Administrative Agent and Lehman agree that, immediately prior to the First Amendment Closing Date, the aggregate outstanding balance of Conventional 

  

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Revolving Loans made by Lehman to the Company hereunder is $5,789,473.33 and that immediately upon the First Amendment Closing Date, automatically and
without any action by any Person, (A) such Conventional Revolving Loans are hereafter deemed to become terminated revolving loans (the “Terminated Revolving Loans”) for all purposes hereunder and (B) Lehman’s
Revolving Commitment in excess of the amount of its Terminated Revolving Loans hereunder shall be permanently reduced as provided in Section 4.01. Notwithstanding any other provision herein, the Company shall not be permitted to reborrow any
Terminated Revolving Loans that are repaid or prepaid as permitted hereunder. For the avoidance of doubt, a Terminated Revolving Loan is not a Conventional Revolving Loan for purposes of this Agreement.” 
 (d) Amendment to Section 2.01(b) of the Credit Agreement. Section 2.01(b) of the Credit Agreement is hereby
amended and restated in its entirety to read as follows: 
 “Repayment of Conventional Revolving Loans and Terminated
Revolving Loans. The Company hereby unconditionally promises to pay to the Administrative Agent (i) on the Revolving Credit Termination Date, all outstanding Conventional Revolving Loans for account of the Lenders holding Conventional
Revolving Loans and all outstanding Terminated Revolving Loans for the account of Lehman and (ii) all outstanding Conventional Revolving Loans for account of a Declining Lender as provided in Section 2.13.” 
 (e) Amendment to Section 2.02(c) of the Credit Agreement. Section 2.02(c) of the Credit Agreement is hereby
amended by amending and restating the following text “The Conventional Revolving Loans shall bear interest as follows:” in its entirety to read as follows “The Conventional Revolving Loans and the Terminated Revolving Loans shall bear
interest as follows:”. 
 (f) Amendment to Section 2.11(d) of the Credit Agreement.
Section 2.11(d) of the Credit Agreement is hereby amended by inserting the following sentences at the end thereof: 
 “Notwithstanding anything to the contrary herein, on the First Amendment Closing Date, all of Lehman’s LC Exposure shall be reallocated among the Lenders (other than Lehman) in accordance with their respective Applicable Revolver
Percentages of the LC Exposure but only to the extent (x) the sum of (1) the principal amount of all Lenders’ (other than Lehman) outstanding Conventional Revolving Loans and Discretionary Revolving Loans and (2) all
Lenders’ (other than Lehman) LC Exposure, including such Lenders’ pro rata share of Lehman’s allocated LC Exposure, does not exceed the total of all Lenders’ (other than Lehman) Commitments, (y) the sum of (1) the
principal amount of any Lender’s outstanding Conventional Revolving Loans and Discretionary Revolving Loans and (2) such Lender’s LC Exposure, including such Lender’s pro rata share of Lehman’s allocated LC Exposure, does
not exceed such Lender’s Commitment and (z) the conditions set forth in Section 7.02 are satisfied. After giving effect to such reallocation, the fees payable to the Lenders pursuant to Section 4.03 and Section 4.04 shall be
adjusted in accordance with the Lenders’ Applicable Revolver Percentages.” 
 (g) Amendment to
Section 3.01(d) of the Credit Agreement. Section 3.01(d) of the Credit Agreement is hereby amended by inserting the following text at the end of clause (ii) thereof: “; provided that in the case of any
prepayment of a Borrowing that shall include Conventional Revolving Loans and Terminated Revolving Loans, such prepayment shall be allocated to the holders thereof according to their pro rata share of such Borrowing.” 
  

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 (h) Amendment to Section 3.02(d) of the Credit Agreement.
Section 3.02(d) of the Credit Agreement is hereby amended by inserting the text “or Terminated Revolving Loans” immediately after the words “Conventional Revolving Loans”. 
 (i) Amendment to Section 3.03 of the Credit Agreement. Section 3.03 of the Credit Agreement is hereby amended by
adding the following new sentence after the first sentence of that Section: 
 “Subject to Section 3.01 and to the remainder of this
Section 3.03, all payments and prepayments made in accordance with the provisions of this Agreement in respect of the Terminated Revolving Loans shall be made to the Administrative Agent, and the Administrative Agent will promptly distribute to
Lehman in immediately available funds the amount of each such payment or prepayment.” 
 (j) Amendment to
Section 4.01 of the Credit Agreement. Section 4.01 of the Credit Agreement is hereby amended by inserting the following text at the end of the first sentence therein: “provided, however, that upon the First
Amendment Closing Date, automatically and without any action by any Person and notwithstanding anything contained herein to the contrary and subject to the reallocation of Lehman’s LC Exposure described in Section 2.11(d), the Commitments
of Lehman will be reduced to the aggregate amount of the Terminated Revolving Loans outstanding on the First Amendment Closing Date, whereupon Lehman shall cease to have any Commitments hereunder (except for any deemed Commitments solely for the
purposes described in the definition of Majority Lenders).” 
 (k) Amendment to Section 4.03(a) of the Credit
Agreement. Section 4.03(a) of the Credit Agreement is hereby amended by inserting the following sentence at the end of such subsection: “For the avoidance of doubt, no Commitment Fees shall be payable with respect to any
Terminated Revolving Loans (or any commitments related thereto).” 
 (l) Amendment to Exhibit 2.01(a). Exhibit
2.01(a) to the Credit Agreement is hereby amended and restated as set forth on Exhibit 2.01(a) attached hereto. 
 3. General
Amendments. Subject to satisfaction of the conditions of effectiveness of this Amendment set forth in Section 5 herein, the Company, the Administrative Agent and the Majority Lenders hereby agree to amend the Credit Agreement as
follows: 
 (a) Amendment to Section 1.01 of the Credit Agreement. Section 1.01 of the Credit
Agreement is hereby amended by inserting the following defined term in appropriate alphabetical order: 
 ““Defaulting Lender” means any Lender that has failed to fund any portion of its Loans or participations in Letters of Credit within three Business Days of the date required to be funded by it hereunder, or any Lender
that has, as determined by the Administrative Agent (a) notified the Company, the Administrative Agent, the Issuing Lender, or any Lender in writing that it does not intend to comply with any or all of its funding obligations under this
Agreement or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement or under other agreements in which it commits to extend credit, (b) failed, within three Business Days
after a request by the Administrative Agent, to confirm that it will comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding Letters of Credit, (c) otherwise failed to
pay over to the Administrative Agent or any other Lender any other amount required to be paid by it 

  

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hereunder within three Business Days of the date when due, unless the subject of a good faith dispute, or (d) (i) become or is insolvent or has a
parent company that has become or is insolvent or (ii) become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or appointment or has a parent company that has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.” 
 (b) Amendment to Article II of the Credit Agreement. Article II of the Credit Agreement is hereby amended by inserting the
following new Section 2.14 at the end thereof: 
 “Section 2.14 Defaulting Lender. Notwithstanding any
provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall apply for so long as such Lender is a Defaulting Lender: 
 (a) Fees in favor of such Defaulting Lender only shall cease to accrue on the unfunded portion of the Commitments of, and in respect of
the participation in Letters of Credit by, such Defaulting Lender pursuant to Section 4.03 and Section 4.04, and the Defaulting Lender will not be included in any distribution to the Lenders, pursuant to Section 3.03, of Commitment
Fees or LC Participation Fees. 
 (b) If a Lender has any LC Exposure at any time such Lender is a Defaulting Lender then:

 (i) all or any part of such LC Exposure shall be reallocated among the non-Defaulting Lenders in accordance with their
respective Applicable Revolver Percentages of the LC Exposure but only to the extent (x) the sum of (1) the principal amount of all non-Defaulting Lenders’ outstanding Conventional Revolving Loans and Discretionary Revolving Loans and
(2) all non-Defaulting Lenders’ LC Exposure, including their pro rata shares of the Defaulting Lender’s LC Exposure, does not exceed the total of all non-Defaulting Lenders’ Commitments, (y) the sum of (1) the principal
amount of any non-Defaulting Lender’s outstanding Conventional Revolving Loans and Discretionary Revolving Loans and (2) such non-Defaulting Lender’s LC Exposure, including such non-Defaulting Lender’s pro rata share of the
Defaulting Lender’s allocated LC Exposure, does not exceed such non-Defaulting Lender’s Commitment, and (z) the conditions set forth in Section 7.02 are satisfied at such time; 
 (ii) if the reallocation described in clause (i) above cannot, or can only partially, be effected, the Company shall, within one
Business Day following notice by the Administrative Agent, deposit cash collateral in an amount equal to such Defaulting Lender’s LC Exposure (after giving effect to any partial reallocation pursuant to clause (i) above) in accordance with
the procedures set forth in Section 2.11(j) for so long as such LC Exposure is outstanding; 
 (iii) the Company shall
not be required to pay any fees that are solely payable to such Defaulting Lender pursuant to Section 4.04 with respect to such Defaulting Lender’s LC Exposure; 
  


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 (iv) if the LC Exposure of the non-Defaulting Lenders is reallocated pursuant to this
Section 2.14(b), then the fees payable to the Lenders pursuant to Section 4.03 and Section 4.04 shall be adjusted in accordance with such non-Defaulting Lenders’ Applicable Revolver Percentages; and 
 (v) to the extent any Defaulting Lender’s LC Exposure is neither cash collateralized nor reallocated pursuant to this
Section 2.14(b), then, without prejudice to any rights or remedies of the Issuing Lender or any Lender hereunder, that portion of the LC Participation Fees that would have been payable under Section 4.04 with respect to such Defaulting
Lender’s LC Exposure had it not been a Defaulting Lender that has not been cash collateralized or reallocated shall be payable to the Issuing Lender until such LC Exposure is cash collateralized or reallocated. 
 (c) So long as any Lender is a Defaulting Lender, the Issuing Lender shall not be required to issue, amend or increase any Letter of
Credit, unless it is satisfied that the related exposure will be 100% covered by the Commitments of the non-Defaulting Lenders or cash collateral will be provided by the Company in accordance with Section 2.11(j), and participating interests in
any newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders in a manner consistent with Section 2.14(b)(i) (and Defaulting Lenders shall not participate therein) and any unallocated LC Exposure of the
Defaulting Lender shall be cash collateralized. 
 In the event that the Administrative Agent, the Company, and the Issuing
Lender each agree that a Defaulting Lender has adequately remedied all matters that caused such Lender to be a Defaulting Lender, then the LC Exposure of the Lenders shall be readjusted to reflect the inclusion of such Lender’s Commitments, and
on such date the Administrative Agent shall return to the Company any cash collateral that has been granted pursuant to this Section.” 
 4. Limited Waiver. 
 (a) Subject to the conditions of effectiveness of the Amendment set forth in Section 5 herein,
Lehman hereby waives any and all rights it may have under the Credit Agreement to receive any payment with respect to any and all Commitment Fees and/or L/C Participation Fees that have accrued under the Credit Agreement since September 30,
2008, or that may accrue hereafter and hereby expressly instructs the Administrative Agent that it shall not be required to distribute any such fees to it under Section 3.03. 
 (b) The limited waiver set forth in this Section 4 is effective solely for the purposes set forth herein and shall be limited precisely as written
and shall not be deemed (i) except as expressly provided in this limited waiver, to be a waiver or modification of any term or condition of the Credit Agreement or (ii) to prejudice any right or rights that the Administrative Agent or the
Lenders may have in the future under or in connection with the Credit Agreement. 
 5. Effectiveness. This Amendment will become
effective upon satisfaction of the following conditions precedent: 
 (a) Execution and delivery of this Amendment by the
Administrative Agent and receipt by the Administrative Agent of counterparts of this Amendment (or photocopies thereof sent by fax, pdf or other electronic means, each of which shall be enforceable with the same effect as a signed original) executed
and delivered by the Company, Lehman and the Majority Lenders. 
  

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 (b) Receipt by the Administrative Agent of (i) any documentation as the
Administrative Agent may reasonably request and (ii) to the extent invoiced, payment of all reasonable out-of-pocket expenses, including legal expenses incurred by the Administrative Agent in connection with this Amendment. 
 6. Representation and Warranties. The Company represents and warrants that, after giving effect to the provisions of this Amendment, (a) each
of the representations and warranties made by the Company in Article VI of the Credit Agreement are true in all material respects on and as of the date hereof as if made on and as of such date, except to the extent that such representations and
warranties refer to an earlier date, in which case they were true in all material respects as of such earlier date and except that for this purpose only the date “December 31, 2005” in the last sentence of Section 6.02 of the Credit
Agreement shall be changed to “December 31, 2007”, and (b) no Default or Event of Default has occurred and is continuing. 
 7. Continuing Effect of the Credit Agreement. This Amendment is limited solely to the matters expressly set forth herein and does not constitute a waiver of any Default or Event of Default or a consent to any future action or event.
As modified and amended hereby, the Credit Agreement remains in full force and effect. Upon the effectiveness of this Amendment, each reference in the Credit Agreement and in any exhibits attached thereto to “this Agreement”,
“hereunder”, “hereof”, “herein” or words of similar import shall mean and be a reference to the Credit Agreement as amended hereby. 
 8. Miscellaneous. The provisions of Sections 13.01, 13.04, 13.06, 13.07(a), 13.08, 13.09, 13.10, 13.12 and 13.13 shall apply with like effect to this Amendment. 
 [remainder of page intentionally left blank] 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by
their proper and duly authorized officers as of the day and year first above written. 
  

			
	COX RADIO, INC.
		
	By:	 	 /s/ Richard Jacobson

	Name:	 	Richard Jacobson
	Title:	 	Treasurer


  

			
	 JPMORGAN CHASE BANK, N.A.,
 as
Administrative Agent

		
	By:	 	 /s/ Ann B. Kerns

	Name:	 	Ann B. Kerns
	Title:	 	Vice President


  

			
	LEHMAN BROTHERS BANK, FSB, as a Lender
		
	By	 	 /s/ Theodore Janulis

	Name:	 	Theodore Janulis
	Title:	 	Chairman


  

			
	 JPMORGAN CHASE BANK, N.A. 

	as a Lender
		
	By:	 	 /s/ Ann B. Kerns

	Name:	 	Ann B. Kerns
	Title:	 	Vice President


  

			
	 The Norinchukin Bank, New York Branch

	as a Lender
		
	By:	 	 /s/ Noritsugu Sato

	Name:	 	Noritsugu Sato
	Title:	 	General Manager


  

			
	 SUNTRUST BANK

	as a Lender
		
	By:	 	 /s/ E. Matthew Schaaf, IV

	Name:	 	E. Matthew Schaaf, IV
	Title:	 	Vice President


 Signature Page to First Amendment and Limited Waiver to Credit Agreement 

 

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	 BAYERISCHE LANDESBANK, CAYMAN
ISLANDS BRANCH

	as a Lender
		
	By:	 	 /s/ Matthew DeCarlo

	Name:	 	Matthew DeCarlo
	Title:	 	Vice President
		
	By:	 	 /s/ Nikolai von Mengden

	Name:	 	Nikolai von Mengden
	Title:	 	Senior Vice President


  

			
	 U.S. Bank National Association

	as a Lender
		
	By:	 	 /s/ Gail F. Scannell

	Name:	 	Gail F. Scannell
	Title:	 	Senior Vice President


  

			
	 Bank of America, N.A.

	as a Lender
		
	By:	 	 /s/ Todd Shipley

	Name:	 	Todd Shipley
	Title:	 	Senior Vice President


  

			
	 WACHOVIA BANK, N.A.

	as a Lender
		
	By:	 	 /s/ Russ Lyons

	Name:	 	Russ Lyons
	Title:	 	Director


  

			
	 MERRILL LYNCH BANK USA

	as a Lender
		
	By:	 	 /s/ Louis Alder

	Name:	 	Louis Alder
	Title:	 	First Vice President


  

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	 William Street Commitment Corporation (Recourse
only to the assets of William Street
Commitment
Corporation)

	as a Lender
		
	By:	 	 /s/ Mark Walton

	Name:	 	Mark Walton
	Title:	 	Assistant Vice President
	
	COMMERZBANK AG, NEW YORK AND GRAND
	 CAYMAN BRANCHES

	as a Lender
		
	By:	 	 /s/ Nivedita Persaud

	Name:	 	Nivedita Persaud
	Title:	 	Vice President
		
	By:	 	 /s/ Peter Wesemeier

	Name:	 	Peter Wesemeier
	Title:	 	Assistant Vice President
	
	 BARCLAYS BANK PLC

	as a Lender
		
	By:	 	 /s/ Nicholas A. Bell

	Name:	 	Nicholas A. Bell
	Title:	 	Director
	
	 THE BANK OF NEW YORK MELLON

	as a Lender
		
	By:	 	 /s/ Lily A. Dastur

	Name:	 	Lily A. Dastur
	Title:	 	Vice President
	
	 MIZUHO CORPORATE BANK (USA)

	as a Lender
		
	By:	 	 /s/ Toru Inoue

	Name:	 	Toru Inoue
	Title:	 	Deputy General Manager


  

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	 Deutsche Bank AG, New York Branch

	as a Lender
		
	By:	 	 /s/ Yvonne Tilden

	Name:	 	Yvonne Tilden
	Title:	 	Director
		
	By:	 	 /s/ Heidi Sandquist

	Name:	 	Heidi Sandquist
	Title:	 	Vice President
	
	 Bank of Tokyo-Mitsubishi UFJ Trust Company

	as a Lender
		
	By:	 	 /s/ Jose B. Carlos

	Name:	 	Jose B. Carlos
	Title:	 	Vice President
	
	 Regions Bank

	as a Lender
		
	By:	 	 /s/ Stephen H. Lee

	Name:	 	Stephen H. Lee
	Title:	 	Senior Vice President
	
	 FIRST HAWAIIAN BANK

	as a Lender
		
	By:	 	 /s/ Jeffrey N. Higashi

	Name:	 	Jeffrey N. Higashi
	Title:	 	Senior Vice President
	
	 FIFTH THIRD BANK

	as a Lender
		
	By:	 	 /s/ Christopher Motley

	Name:	 	Christopher Motley
	Title:	 	Vice President


  

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	 Comerica Bank

	as a Lender
		
	By:	 	 /s/ Scott Kowalski

	Name:	 	Scott Kowalski
	Title:	 	Vice President
	
	 The Bank of Nova Scotia

	as a Lender
		
	By:	 	 /s/ Brenda S. Insull

	Name:	 	Brenda S. Insull
	Title:	 	Authorized Signatory
	
	 SCOTIABANC INC.

	as a Lender
		
	By:	 	 /s/ J.F. Todd

	Name:	 	J.F. Todd
	Title:	 	Managing Director
	
	 The Royal Bank of Scotland plc

	as a Lender
		
	By:	 	 /s/ Andrew Ragusa

	Name:	 	Andrew Ragusa
	Title:	 	Senior Vice President
	
	 CALYON New York Branch

	as a Lender
		
	By:	 	 /s/ Tanya Crossley

	Name:	 	Tanya Crossley
	Title:	 	Managing Director
		
	By:	 	 /s/ Priya Vrat

	Name:	 	Priya Vrat
	Title:	 	Director


  

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	 Credit Suisse, Cayman Islands Branch

	as a Lender
		
	By:	 	 /s/ Doreen Barr

	Name:	 	Doreen Barr
	Title:	 	Vice President
		
	By:	 	 /s/ Rianka Mohan

	Name:	 	Rianka Mohan
	Title:	 	Vice President
	
	 UBS Loan Finance LLC

	as a Lender
		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	Irja R. Otsa
	Title:	 	Associate Director
		
	By:	 	 /s/ Mary E. Evans

	Name:	 	Mary E. Evans
	Title:	 	Associate Director
	
	 Citibank, N.A.

	as a Lender
		
	By:	 	 /s/ Robert F. Parr

	Name:	 	Robert F. Parr
	Title:	 	Managing Director
	
	 Sumitomo Mitsui Banking Corporation

	as a Lender
		
	By:	 	 /s/ Leo E. Pagarigan

	Name:	 	Leo E. Pagarigan
	Title:	 	General Manager


  

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 Exhibit 2.01(a) 
  

			
	To:	  	Lenders to Cox Radio, Inc.
		
	From:	  	J.P. Morgan Chase Bank, N.A.
		
	Date:	  	December 19, 2008
		
	Re:	  	Cox Radio, Inc. (“CRI” or the “Company”) - Revised Allocations

 Upon execution of the First Amendment to the credit agreement the revised allocations are as
follows: 
  

							
	 Lender
	  	CRI $600mm RC
	 	  	Conventional Revolver	  	Terminated Revolver
	 JP MORGAN BANK
	  	 	20,000,000.00	  		
	 BARCLAYS BANK PLC—NEW YORK
	  	 	30,000,000.00	  		
	 BAYERISCHE LANDESBANK—NY
	  	 	15,000,000.00	  		
	 BANK OF AMERICA NA—DALLAS
	  	 	25,000,000.00	  		
	 BANK HAPOALIM—NEW YORK
	  	 	10,000,000.00	  		
	 BANK OF NEW YORK MELLON
	  	 	15,000,000.00	  		
	 BANK OF NOVA SCOTIA—NY AGENCY
	  	 	25,000,000.00	  		
	 BANK OF TOKYO—MITSUBISHI UFJ TR
	  	 	30,000,000.00	  		
	 CHANG HWA COML BANK LTD
	  	 	10,000,000.00	  		
	 CITIBANK NA—NY
	  	 	19,000,000.00	  		
	 COMERCIA BANK
	  	 	20,000,000.00	  		
	 COMMERZBANK AG—NEW YORK
	  	 	15,000,000.00	  		
	 CR LYONNAIS NEW YORK BRANCH
	  	 	25,000,000.00	  		
	 CR SUISSE FST BOSTON—NY
	  	 	15,000,000.00	  		
	 DEUTSCHE BANK—NEW YORK
	  	 	25,000,000.00	  		
	 FIFTH THIRD BANK
	  	 	10,000,000.00	  		
	 FST HAWAIIAN BANK
	  	 	10,000,000.00	  		
	 HUA NAN COML BANK LTD—LA
	  	 	10,000,000.00	  		
	 LEHMAN BROTHERS BANK FSB
	  	 	—  	  	 	5,789,473.33
	 MERRILL LYNCH BANK USA
	  	 	15,000,000.00	  		
	 MIZUHO CORP BANK LTD—CHP FIN
	  	 	25,000,000.00	  		
	 NORINCHUKIN BANK—NY
	  	 	30,000,000.00	  		
	 REGIONS BANK
	  	 	15,000,000.00	  		
	 ROYAL BANK OF SCOT PLC
	  	 	25,000,000.00	  		
	 SCOTIABANC INC
	  	 	6,000,000.00	  		
	 SUMITOMO MITSUI BANK—NY
	  	 	31,315,790.00	  		
	 SUNTRUST BANK ATLANTA
	  	 	25,000,000.00	  		
	 TAIPEI FUBON COML BANK CO LTDLO
	  	 	10,000,000.00	  		
	 UBS LOAN FINANCE LLC
	  	 	15,000,000.00	  		
	 US BANK NA
	  	 	20,000,000.00	  		
	 WACHOVIA BANK OF NORTH CAROLINA
	  	 	35,000,000.00	  		
	 WILLIAM ST COMMITMENT CORP
	  	 	10,000,000.00	  		
		  	 	 	  	 	 
	 TOTAL
	  	$	591,315,790.00	  	$	5,789,473.33