STATEMENT OF PURPOSE

Exhibit 10.1

AMENDMENT NO. 5

THIS AMENDMENT NO. 5 TO FIRST LIEN SENIOR SECURED CREDIT AGREEMENT (this “ Amendment ”) is made and entered into as of March 12, 2009 by and between TRIPLE CROWN MEDIA, LLC, a Delaware limited liability company (the “ Borrower ”), TRIPLE CROWN MEDIA, INC., a Delaware corporation (the “ Parent ”), the subsidiary guarantors identified on the signature pages hereto (the “ Subsidiary Guarantors ” and collectively, with the Parent, the “ Guarantors ”) and WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent and Collateral Agent (the “ Administrative Agent ”) on behalf of itself and the other lenders party to the Credit Agreement referred to below (the “ Lenders ”).

STATEMENT OF PURPOSE

The Lenders have extended certain credit facilities to the Borrower pursuant to the First Lien Senior Secured Credit Agreement dated as of December 30, 2005 by and among the Borrower, the Parent, the Subsidiary Guarantors, the Lenders and the Administrative Agent (as amended by Amendment No. 1 dated as of May 19, 2006, Consent and Amendment No. 2 dated as of September 14, 2006, Amendment No. 3 dated as of November 7, 2007, Amendment No. 4 dated as of February 15, 2008, and as further amended, restated, supplemented or otherwise modified from time to time, the “ Credit Agreement ”).

The Borrower has requested that the Lenders (a) waive certain Events of Default due to the failure (i) by the Parent and its Subsidiaries to comply with the First Lien Leverage Ratio set forth in Section 5.04(a) of the Credit Agreement for the fiscal quarters ending September 30, 2008 and December 31, 2008, the Leverage Ratio set forth in Section 5.04(b) of the Credit Agreement for the fiscal quarters ending September 30, 2008 and December 31, 2008, the Fixed Charge Coverage Ratio set forth in Section 5.04(c) of the Credit Agreement for the fiscal quarter ending December 31, 2008, and the Interest Coverage Ratio set forth in Section 5.04(d) of the Credit Agreement, for the fiscal quarters ending September 30, 2008 and December 31, 2008 and (ii) by the Borrower to make a scheduled payment on December 31, 2008 under the Second Lien Term Loan Facility ((i) and (ii) collectively, the “ Existing Events of Default ”), (b) extend the maturity dates of the Revolving Credit Notes and the Term Notes, (c) cease all future Revolving Credit Advances and permit the outstanding Revolving Credit Advances to be paid in accordance with the repayments terms of the outstanding Term Advances, (d) amend certain financial covenants and (e) amend certain other provisions contained in the Credit Agreement pursuant to the terms of this Amendment. Subject to the terms and conditions set forth herein, the Lenders party hereto are willing to agree to such modifications.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Capitalized Terms . All capitalized terms used and not defined herein shall have the meanings assigned thereto in the Credit Agreement.

2. Waiver of Events of Default . Pursuant to Section 9.01 of the Credit Agreement and subject to the terms and conditions hereof, including, without limitation, the conditions to

effectiveness set forth in Section 8 of this Amendment, the Administrative Agent and the Lenders hereby waive any Defaults and Events of Default arising under Sections 6.01(c) and (e)  of the Credit Agreement as a result of any breach that may have occurred solely as a result of the Existing Events of Default.

3. Amendments . Pursuant to Section 9.01 of the Credit Agreement and effective subject to the terms and conditions hereof, including, without limitation, the conditions to effectiveness set forth in Section 8 hereof, the Lenders hereby agree and are deemed to consent to the following amendments:

(a) Section 1.01 (“ Definitions ”) of the Credit Agreement shall be amended by adding in alphabetical order the following defined terms and the corresponding definitions thereof:

“ Escrow Account ” means that certain demand deposit or other similar account established by the Administrative Agent which shall hold the Escrow Proceeds and be in the name of the Administrative Agent and shall be for the benefit of the Administrative Agent and the Lenders.

“ Escrow Proceeds ” means cash proceeds in the estimated amount of $5,000,000 to be received by the Parent, pursuant to that certain Host Escrow Agreement.

“ Fifth Amendment ” means that certain Fifth Amendment to this Agreement, dated as of March 12, 2009.

“ Fifth Amendment Effective Date ” has the meaning ascribed to such term in the Fifth Amendment.

“ Go Dark ” means any action of, by or relating to the Parent that results in it no longer filing periodic reports with the SEC under the Securities and Exchange Act of 1934, as amended.

“ Host Escrow Agreement ” means that certain Indemnification Escrow Agreement, dated as of November 15, 2007, by and among IMG Worldwide, Inc., B.R. Holding, Inc., the Parent and SunTrust Bank, as escrow agent.

“ Warrants ” means those certain Warrants issued by the Parent from time to time pursuant to that certain fifth amendment to the Second Lien Term Loan Facility, in each case, in form and substance satisfactory to the Administrative Agent, and as may be amended from time to time as permitted under the Intercreditor Agreement.

(b) Section 1.01 (“ Definitions ”) of the Credit Agreement shall be amended by deleting the definitions of “Change of Control”, “Permitted Acquisition”, “Termination Date” and “Unused Revolving Credit Commitment” in their entirety and substituting, in lieu thereof, the following definitions:

“ Change of Control ” means the occurrence of any of the following: (a) any Person or two or more Persons (other than any Permitted Holders) acting in concert shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the SEC under the Securities

Exchange Act of 1934), directly or indirectly, of Voting Interests of the Parent (or other securities convertible into such Voting Interests) representing 35% or more of the combined voting power of all Voting Interests of the Parent; or (b) during any period of up to 24 consecutive months, commencing before or after the date of this Agreement, Continuing Directors shall cease for any reason to constitute a majority of the board of directors of the Parent; or (c) any Person or two or more Persons acting in concert shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of the power to exercise, directly or indirectly, a controlling influence over the management or policies of the Parent; or (d) the Parent shall cease to own 100% of the Equity Interests in the Borrower; or (e) any “ Change of Control ” (or equivalent event) set forth in the Permitted Refinancing Debt Documents shall have occurred. Notwithstanding the foregoing and subject to the Intercreditor Agreement, the issuance or exercise of the Warrants by the lenders party to the Second Lien Term Loan Facility shall not be deemed a Change of Control.

“ Permitted Acquisition ” has the meaning specified in Section 5.02(f)(vii) of this Agreement prior to the Fifth Amendment Effective Date. As of the Fifth Amendment Effective Date, there shall be no Permitted Acquisitions permitted.

“ Termination Date ” means the earlier of (a) the date of termination in whole of the Revolving Credit Commitments and the Letter of Credit Commitment pursuant to Section 2.05 or 6.01 or the acceleration of the Term Advances pursuant to Section 6.01 and (b) (i) for purposes of the Revolving Credit Facility and the Letter of Credit Facility, December 30, 2010 and (ii) for purposes of the Term Facility, December 30, 2010.

“ Unused Revolving Credit Commitment ” means, with respect to any Revolving Credit Lender at any time, an amount equal to (a) such Lender’s Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all Revolving Credit Advances and Letter of Credit Advances made by such Lender (in its capacity as a Lender) and outstanding at such time plus (ii) such Lender’s Pro Rata Share of (A) the aggregate Available Amount of all Letters of Credit outstanding at such time and (B) the aggregate principal amount of all Letter of Credit Advances made by the Issuing Bank pursuant to Section 2.03(b) and outstanding at such time. As of the Fifth Amendment Effective Date, the Unused Revolving Credit Commitment for each Revolving Credit Lender shall be permanently reduced to zero ($0).”

(c) Section 1.01 (“ Definitions ”) of the Credit Agreement is hereby amended by deleting the definitions of “First Lien Leverage Ratio” , “Leverage Ratio” and “Interest Coverage Ratio” in their entirety.

(d) Section 2.01 (“ Advances and the Letters of Credit ”) of the Credit Agreement is hereby amended by deleting subsections (b) and (c) in their entirety and substituting, in lieu thereof, the following:

“(b) The Revolving Credit Advances . Each Revolving Credit Lender severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a “ Revolving Credit Advance ”) to the Borrower from time to time on any Business Day during the period from the Effective Date until the Fifth Amendment Effective Date in respect of the Revolving Credit

Facility in an amount for each such Advance not to exceed such Lender’s Unused Revolving Credit Commitment at such time. As of the Fifth Amendment Effective Date, the Borrower shall no longer be permitted to receive any additional Revolving Credit Advances, any amounts repaid or prepaid in connection with the Revolving Credit Facility may not be reborrowed and the aggregate outstanding amount of the Revolving Credit Advances shall be paid in accordance with Section 2.04(a) .

(c) The Letters of Credit . The Issuing Bank agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) standby letters of credit (the “ Letters of Credit ”) in U.S. dollars for the account of the Borrower, the Parent or any of its Subsidiaries from time to time on any Business Day during the period from the Effective Date until the Fifth Amendment Effective Date in respect of the Revolving Credit Facility in an aggregate Available Amount (i) for all Letters of Credit not to exceed at any time the lesser of (x) the Letter of Credit Facility at such time and (y) the Issuing Bank’s Letter of Credit Commitment at such time and (ii) for each such Letter of Credit not to exceed the Unused Revolving Credit Commitments of the Revolving Credit Lenders at such time. Unless otherwise agreed to by the Administrative Agent (in its sole discretion), each Letter of Credit outstanding as of the Fifth Amendment Effective Date shall expire no later than the earlier to occur of (A) the Termination Date and (B) 365 days after its date of issuance (but may contain provisions for automatic renewal provided that no Default or Event of Default exists on the renewal date or would be caused by such renewal). As of the Fifth Amendment Effective Date, no further Letters of Credit shall be issued hereunder and the aggregate outstanding principal amount of the outstanding Letters of Credit shall be paid in accordance with Section 2.04(a) .”

(e) Section 2.01(d) (“ Increase in Term Commitments ”) is hereby amended by deleting such subsection in its entirety.

(f) Section 2.02 (“ Making Advances ”) is hereby amended by adding the following sentence prior to subsection (a) thereof:

“For the avoidance of doubt, as of the Fifth Amendment Effective Date, there will be no future Revolving Credit Borrowings and no Notice of Borrowings will be honored by the Lenders hereunder.”

(g) Section 2.04 (“ Repayment of Advances ”) is hereby amended by deleting such section in its entirety and substituting in lieu thereof, the following:

“(a) Term Advances and Revolving Credit Advances . The Borrower shall repay to the Administrative Agent for the ratable account of the Term Lenders and the Revolving Credit Lenders, the aggregate outstanding amount of the Term Advances and Revolving Credit Advances on the following dates in the amounts specified below (with each payment amount to be applied pro rata between the aggregate outstanding amount of the Term Advances and the Revolving Advances, respectively, and which amounts shall be reduced as a result of the application of prepayments in accordance with Section 2.06 ):

provided, however, that the final installment shall be repaid on the Termination Date in respect of the Term Facility and Revolving Credit Facility and in any event shall be in an amount equal to the aggregate principal and interest amount of the Term Advances and Revolving Credit Advances outstanding on such date.

(b) Reserved .

(c) Letter of Credit Advances . (i) The Borrower shall repay to the Administrative Agent for the account of the Issuing Bank and each other Revolving Credit Lender that has made a Letter of Credit Advance on or prior to the Termination Date in respect of the Revolving Credit Facility the outstanding principal amount of each Letter of Credit Advance made by each of them.

(ii) The Obligations of the Borrower and the Revolving Credit Lenders under this Agreement, any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit in respect of any Letter of Credit (including all reimbursement obligations payable to the Issuing Bank with respect thereto) shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, any or all of the following circumstances:

(A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “ L/C Related Documents ”);

(B) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

(C) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), the Issuing Bank or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

(D) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(E) payment by the Issuing Bank under a Letter of Credit against presentation of a draft, certificate or other document that does not strictly comply with the terms of such Letter of Credit;

(F) any exchange, release or non-perfection of any Collateral or other collateral, or any release or amendment or waiver of or consent to departure from the Guaranties or any other guarantee, for all or any of the Obligations of the Borrower in respect of the L/C Related Documents; or

(G) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor.”

(h) Section 2.05 (“ Termination or Reduction of the Commitments ”) is hereby amended by deleting subsection (b)(ii) in its entirety.

(i) Section 2.06 (“ Prepayments ”) of the Credit Agreement is hereby amended by deleting subsections (b)(i) and (ii) in their entirety and substituting, in lieu thereof, the following:

“(b) Mandatory . (i) The Borrower shall, on the 120th day following the end of each Fiscal Year commencing with the first full Fiscal Year ended after the Effective Date, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and deposit an amount in the L/C Collateral Account in an amount equal to 75% of the amount of Excess Cash Flow for such Fiscal Year. Each such prepayment shall be applied pro rata between the Term Facility and the Revolving Credit Facility.

(ii) The Borrower shall, on the date of receipt of any Net Cash Proceeds by any Loan Party or any of its Subsidiaries from (A) the sale, lease, transfer or other disposition of any assets of any Loan Party or any of its Subsidiaries, (B) the incurrence or issuance by any Loan Party or any of its Subsidiaries of any Debt, (C) the sale or issuance of any Equity Interests (including, without limitation, the receipt of any capital contribution) by any Loan Party or any of its

Subsidiaries and (D) any Extraordinary Receipts received by or paid to or for the account of any Loan Party or any of its Subsidiaries and not otherwise included in clause (A), (B) or (C) above, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and deposit an amount in the L/C Collateral Account in an amount equal to 100% of the amount of such Net Cash Proceeds in the case of clauses (A), (B), (C) and (D). Each such prepayment shall be applied pro rata between the Term Facility and the Revolving Credit Facility.”

(j) Section 2.06 (“ Prepayments ”) of the Credit Agreement is hereby amended by adding the following new subsection (b)(viii):

“(viii) Upon receipt of any Escrow Proceeds, the Parent shall promptly deposit such Escrow Proceeds in the Escrow Account and the Administrative Agent shall apply such Escrow Proceeds as estimated on Schedule 2.06 , excluding any payments set forth on Schedule 2.06 that have been paid prior to the Fifth Amendment Effective Date, with variations from such schedule as the Administrative Agent deems reasonably necessary (with any residual amounts from such Escrow Proceeds to be applied pro rata between the Term Loan Facility and the Revolving Credit Facility). Notwithstanding the foregoing, in the event that the Escrow Proceeds are insufficient to pay all amounts as set forth on Schedule 2.06 , the Parent, the Borrower and the other Guarantors shall be liable for the deficiency of such amounts and Obligations (as they become due and owing, as applicable) pursuant to the terms of the Credit Agreement or the Secured Hedge Agreements, as applicable.”

(k) Section 2.11(d) (“ Payment and Computations ”) of the Credit Agreement is hereby amended by deleting such subsection in its entirety and substituting in lieu thereof the following:

“Whenever any payment hereunder or under the other Loan Documents shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment or letter of credit fee or commission, as the case may be; provided, however , that, if such extension would cause payment of interest on or principal of Eurodollar Rate Advances or Base Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.”

(l) Section 5.02(b) (“ Debt ”) of the Credit Agreement is hereby amended by deleting subsection (iii)(H) in its entirety.

(m) Section 5.02(f) (“ Investments in Other Persons ”) of the Credit Agreement is hereby amended by deleting subsections (ii), (vii) and (viii) in their entirety and substituting, in lieu thereof, the following:

“(ii) Intentionally Omitted.”

“(vii) Intentionally Omitted.”

“(viii) Intentionally Omitted.”

(n) Section 5.02(f) (“Investments in Other Persons”) of the Credit Agreement is hereby amended by inserting the following new subsection (x):

“(x) Investments in connection with any transaction permitted under Section 5.02(s).”

(o) Section 5.02(g) (“ Restricted Payments ”) of the Credit Agreement is hereby amended by deleting the first paragraph of such subsection in its entirety and substituting, in lieu thereof, the following paragraph:

“(g) Restricted Payments . Declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests