Station Affiliation Agreement - FISHER COMMUNICATIONS INC - 3-27-2002

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Station Affiliation Agreement - FISHER COMMUNICATIONS INC - 3-27-2002 Powered By Docstoc
					Exhibit 10.18 FOX BROADCASTING COMPANY STATION AFFILIATION AGREEMENT April 20, 2001 Fisher Broadcasting-Georgia, LLC WFXG-TV 3933 Washington Road Augusta, GA 30907 Attention: General Manager This sets forth the terms and conditions of the agreement between Fox Broadcasting Company ("Fox"), on behalf of itself, Fox Children's Network, Inc. ("FCN") and Fox News Network, L.L.C. ("FNN"), and Fisher Broadcasting-Georgia, LLC ("Licensee"), for the carriage of programming over the facilities of Licensee's television station WFXG ("Station"). As used in this Agreement, the terms "program," "programming" and "Fox programming" and any derivations thereof shall mean, unless specifically indicated otherwise, the programming of Fox and the programming of FCN, and all terms of this Agreement shall apply to both. 1. Fox Programming Fox will deliver to the Station for free over-the-air television broadcasting, programming which Fox and FCN make available to Station for broadcasting in the community to which Station is presently licensed by the FCC, which is Augusta, GA. The selection, scheduling, substitution and withdrawal of any program or portion thereof shall at all times remain within Fox's sole discretion and control. Licensee shall not and shall not authorize others to broadcast or otherwise use any program (or part thereof) or other material supplied by Fox except as specified in this Agreement, and without limiting the foregoing, Station may broadcast Fox programming only: (i) as scheduled by Fox, (ii) over Station's facilities in the Community specified above in this Paragraph 1 ("Station's Community"), and (iii) by free over-the-air television broadcasting. 2. Delivery Fox will transmit the programming hereunder by satellite and shall keep Licensee apprised of both the satellite and transponder being used for that transmission. Any and all costs of whatever kind that Station incurs to pickup the programming from the satellite and rebroadcast it shall be the sole responsibility of Licensee. 3. Carriage & Preemption (a) (1) On the dates and at the times scheduled by Fox, Licensee agrees to broadcast over Station's facilities in its entirety, in the form transmitted by Fox, without interruption, deletion, compression, addition, squeezing, alteration or other changes (except for adding Licensee's commercial announcements to the extent permitted by this Agreement) the Fox signal,

and all the program-related Fox content contained therein, delivered by Fox to Station during Programmed Time Periods and New Programmed Time Periods in accordance with this Agreement, including without limitation, all Fox programs (including without limitation, all commercial announcements, Fox i.d.'s, and Fox promos and credits) and all other material, information and program-related data included by Fox in the Fox signal. (2) Without limitation of subparagraph (1) immediately above, Station must not, in retransmitting the Fox signal, degrade or reduce the quality of the signal's video, audio and other program-related components, and (without

and all the program-related Fox content contained therein, delivered by Fox to Station during Programmed Time Periods and New Programmed Time Periods in accordance with this Agreement, including without limitation, all Fox programs (including without limitation, all commercial announcements, Fox i.d.'s, and Fox promos and credits) and all other material, information and program-related data included by Fox in the Fox signal. (2) Without limitation of subparagraph (1) immediately above, Station must not, in retransmitting the Fox signal, degrade or reduce the quality of the signal's video, audio and other program-related components, and (without limitation to the foregoing provisions of this sentence) Station must, with regard to digital television: (i) retransmit the Fox signal to deliver video and audio of a quality equal to that of the Fox signal's video and audio if viewed and heard at the point the signal is delivered to Station, and (ii) with respect to all program-related components of the signal other than the video and audio, retransmit the Fox signal at not less than the number of megabits per second specified by Fox for the applicable Fox content. (b) Fox commits to supply sufficient programming throughout the term of this Agreement for the hours presently programmed by it (the "Programmed Time Periods"), which Programmed Time Periods are as follows (for programming other than FCN and Daytime programming, the specified times apply for the Eastern or Pacific Time Zones, and the Mountain and Central Time Zones are one hour earlier; for FCN and Daytime programming, the specified times apply to all Time Zones, unless Fox agrees otherwise):
Daytime: Prime Time: 9-10 A.M. Monday thru Friday and Sunday 7-10 P.M. Sunday 8-10 P.M. Monday thru Saturday 11 P.M.-12:00 A.M. Monday thru Saturday 7:00 A.M.-8:00 A.M. Monday thru Friday 3:00 P.M.-5:00 P.M. Monday thru Friday 8:00 A.M.-12:00 Noon Saturday

Late Night: FCN:

Weekend, Allstar & Post Season Sports:

As scheduled for Station by Fox, including pre-game and post-game shows.

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Subject to the preemption rights in Paragraph 11 below, Licensee shall broadcast over Station for the term of this Agreement, during the Programmed Time Periods, all Fox programming specified by Fox, except to the extent that Licensee is broadcasting programming pursuant to (and within the specific limits of) a commitment expressly set forth on Exhibit A (for non-sports programming) or Exhibit B (for sports programming) to this Agreement (but not including any extension or renewal of such commitment by option extension or otherwise). If any Fox programming is not broadcast in its Programmed Time Period due to any such commitment, Licensee shall broadcast that Fox programming in the "make good" time period specified in Exhibit A or B, as applicable. (c) Without limiting subparagraph (b) above, each time that Licensee for any reason fails to (or advises Fox it will not) telecast any Fox programming as provided for in this Agreement, then upon Fox's request, Licensee shall telecast that programming (or replacement programming selected by Fox) and the commercial announcements contained in it, in a substitute time period that is within the same A.C. Nielsen broadcast ratings week as, and that is of a quality and rating value as nearly as possible equal to that of, the time period during which the programming was not telecast. Licensee shall give Fox at least 72 hours advance notice that it intends not to broadcast any Fox programming and in such notice shall identify the substitute time period that Licensee selects, which time period shall be subject to Fox's prior approval. Notwithstanding anything to the contrary in this Agreement, if Licensee does not fully comply with the foregoing, then, without limitation to any other rights of Fox under this Agreement or otherwise, Fox shall have the right to license the broadcast rights to the applicable omitted programming (or replacement programming) to another television station located in Station's Community. In addition to the foregoing, with respect to programming for broadcast within the New Programmed Time Periods (as defined in subparagraph 3(e) below), Fox will provide Licensee with a minimum of six months notice for each program addition, and Licensee shall be required to advise Fox within ten days of receiving notification if Licensee does not wish to televise said programming as

Subject to the preemption rights in Paragraph 11 below, Licensee shall broadcast over Station for the term of this Agreement, during the Programmed Time Periods, all Fox programming specified by Fox, except to the extent that Licensee is broadcasting programming pursuant to (and within the specific limits of) a commitment expressly set forth on Exhibit A (for non-sports programming) or Exhibit B (for sports programming) to this Agreement (but not including any extension or renewal of such commitment by option extension or otherwise). If any Fox programming is not broadcast in its Programmed Time Period due to any such commitment, Licensee shall broadcast that Fox programming in the "make good" time period specified in Exhibit A or B, as applicable. (c) Without limiting subparagraph (b) above, each time that Licensee for any reason fails to (or advises Fox it will not) telecast any Fox programming as provided for in this Agreement, then upon Fox's request, Licensee shall telecast that programming (or replacement programming selected by Fox) and the commercial announcements contained in it, in a substitute time period that is within the same A.C. Nielsen broadcast ratings week as, and that is of a quality and rating value as nearly as possible equal to that of, the time period during which the programming was not telecast. Licensee shall give Fox at least 72 hours advance notice that it intends not to broadcast any Fox programming and in such notice shall identify the substitute time period that Licensee selects, which time period shall be subject to Fox's prior approval. Notwithstanding anything to the contrary in this Agreement, if Licensee does not fully comply with the foregoing, then, without limitation to any other rights of Fox under this Agreement or otherwise, Fox shall have the right to license the broadcast rights to the applicable omitted programming (or replacement programming) to another television station located in Station's Community. In addition to the foregoing, with respect to programming for broadcast within the New Programmed Time Periods (as defined in subparagraph 3(e) below), Fox will provide Licensee with a minimum of six months notice for each program addition, and Licensee shall be required to advise Fox within ten days of receiving notification if Licensee does not wish to televise said programming as scheduled by Fox. If Licensee refuses to broadcast any program within a New Programmed Time Period for any reason other than (i) a program conflict specified in subparagraph 3(e) below, or (ii) those specified in Paragraph 11 below, then Fox shall have the right to terminate this Agreement upon six months prior notice to Licensee. (d) Under this Agreement, an "Approved Preemption" shall mean: any failure to broadcast due to force majeure under Paragraph 7 below, any preemption permitted by Exhibit A or B hereto that is "made good" in accordance therewith and any preemption permitted by Paragraph 11 below. Any other preemption or failure to broadcast any Fox programming is an "Unauthorized Preemption" and without limiting any other rights of Fox under this Agreement or otherwise, if -3-

within any 12-month period during the term of this Agreement, Station makes three (3) or more Unauthorized Preemptions of any Fox programming (or Licensee or Station states, either in general or specific terms, that Station intends to make such Unauthorized Preemptions or Fox reasonably concludes, based upon Licensee's or Station's actions or otherwise, that such Unauthorized Preemptions will occur), Fox may, upon 30 days prior written notice to Licensee, elect to either: (1) terminate Station's right to broadcast any one or more series or other Fox programs, as Fox shall elect, and, to the extent and for the period(s) that Fox elects, thereafter license the broadcast rights to the applicable series or other Fox programs to any other television station or stations located in Station's Community, or (2) terminate this Agreement. (e) Licensee shall broadcast over Station's facilities all Fox programming to be offered during time periods not presently programmed by Fox ("New Programmed Time Periods"), subject to Fox providing to Licensee at least six months notice prior to delivering any additional programming within these time periods. Furthermore, if Licensee has entered into any agreement(s) prior to an announcement by Fox to program a specific time period and the agreement(s) is (are) for barter programming that Licensee is required by the terms of the agreement(s) to broadcast during a New Programmed Time Period, then Licensee shall not be required to broadcast the new Fox programming within the same time period, and the provisions of subparagraph 3(c) of this Agreement shall govern; provided, however, in any such instance(s) Licensee agrees not to renew or otherwise extend its rights to broadcast such conflicting programming within a New Programmed Time Period. (f) Commencing seven days from each request by Fox to Licensee for such negotiation, Licensee and Fox will negotiate in good faith for a period of 60 days in connection with Licensee's transmission or retransmission of Fox programs or other data, information or content (or any combination of the foregoing) using Station's digital

within any 12-month period during the term of this Agreement, Station makes three (3) or more Unauthorized Preemptions of any Fox programming (or Licensee or Station states, either in general or specific terms, that Station intends to make such Unauthorized Preemptions or Fox reasonably concludes, based upon Licensee's or Station's actions or otherwise, that such Unauthorized Preemptions will occur), Fox may, upon 30 days prior written notice to Licensee, elect to either: (1) terminate Station's right to broadcast any one or more series or other Fox programs, as Fox shall elect, and, to the extent and for the period(s) that Fox elects, thereafter license the broadcast rights to the applicable series or other Fox programs to any other television station or stations located in Station's Community, or (2) terminate this Agreement. (e) Licensee shall broadcast over Station's facilities all Fox programming to be offered during time periods not presently programmed by Fox ("New Programmed Time Periods"), subject to Fox providing to Licensee at least six months notice prior to delivering any additional programming within these time periods. Furthermore, if Licensee has entered into any agreement(s) prior to an announcement by Fox to program a specific time period and the agreement(s) is (are) for barter programming that Licensee is required by the terms of the agreement(s) to broadcast during a New Programmed Time Period, then Licensee shall not be required to broadcast the new Fox programming within the same time period, and the provisions of subparagraph 3(c) of this Agreement shall govern; provided, however, in any such instance(s) Licensee agrees not to renew or otherwise extend its rights to broadcast such conflicting programming within a New Programmed Time Period. (f) Commencing seven days from each request by Fox to Licensee for such negotiation, Licensee and Fox will negotiate in good faith for a period of 60 days in connection with Licensee's transmission or retransmission of Fox programs or other data, information or content (or any combination of the foregoing) using Station's digital broadcast spectrum or signal capacity other than as provided for under subparagraph 3(a) above (the "New Plan"), which use will not commence earlier than six months from the date of such request. If Fox and Licensee are unable to agree on the New Plan within the 60-day negotiation period, Fox will have the right at any time to terminate this Agreement on six months prior notice to Licensee. 4. Promotion (a) Fox will provide Licensee with on-air promotional announcements, which may be for any Fox programming ("Fox Promos"), including without limitation, any FCN programming, for broadcast in Station's non-Fox programming. Licensee shall use its good faith, best efforts to provide an on-air promotional schedule -4-

consistent with Fox's recommendations and in coordination with Fox, and to budget Station's annual advertising funds so as to enable Station to participate, on a year-round basis, in Fox's "co-op" advertising plan. Without limitation to the foregoing, in each instance, if any, that Fox determines that Station's "Sweeps Rating" (as defined below) is below the average Sweeps Rating for all Fox affiliated stations, then Station shall be deemed to be "Performing Below Average" and shall, within 15 days of Fox giving Licensee written notice thereof, commence full compliance with the following: (1) Station shall not broadcast, during each one-half hour of all periods that Station is not broadcasting Fox programming (the "Non-Fox Time Periods"), less than one (1) thirty (30) second promotional announcement (or promotional announcements aggregating 30 seconds, to the extent Fox so elects) for Station's local, syndicated or Fox programming, and (2) during all Non-Fox Time Periods, Licensee shall broadcast Fox Promos for not less than 45% of 100% (the "Applicable Percentage") of the total, aggregate "gross ratings points" for all the promotional announcements broadcast by Licensee ("Aggregate Promotional GRP's") within the Non-Fox Time Periods (the specific Fox Promos broadcast by Licensee and number of broadcasts of each Fox Promo shall be, to the extent Fox elects, as specified by Fox, and the broadcasts of the Fox Promos shall be made so that the GRP's allocated thereto are distributed fairly and reasonably across the Non-Fox Time Periods); provided, however, that if Station's Sweeps Rating ranks Station within the bottom 50% (ranked highest to lowest) of those Fox affiliated stations that are Performing Below Average, then the Applicable Percentage for Station shall be not less than 55% of 100% of said Aggregate Promotional GRP's. Licensee's full compliance with the immediately foregoing sentence shall continue until Licensee is no longer Performing Below Average, as determined by the most recent Sweeps Rating. For purposes hereof, the "Sweeps Rating" shall mean for each station the average A.C. Nielsen rating for the most-current completed "sweeps" period for Adults 18-49 for all prime time hours programmed by Fox. Licensee agrees to maintain complete and accurate records of all promotional

consistent with Fox's recommendations and in coordination with Fox, and to budget Station's annual advertising funds so as to enable Station to participate, on a year-round basis, in Fox's "co-op" advertising plan. Without limitation to the foregoing, in each instance, if any, that Fox determines that Station's "Sweeps Rating" (as defined below) is below the average Sweeps Rating for all Fox affiliated stations, then Station shall be deemed to be "Performing Below Average" and shall, within 15 days of Fox giving Licensee written notice thereof, commence full compliance with the following: (1) Station shall not broadcast, during each one-half hour of all periods that Station is not broadcasting Fox programming (the "Non-Fox Time Periods"), less than one (1) thirty (30) second promotional announcement (or promotional announcements aggregating 30 seconds, to the extent Fox so elects) for Station's local, syndicated or Fox programming, and (2) during all Non-Fox Time Periods, Licensee shall broadcast Fox Promos for not less than 45% of 100% (the "Applicable Percentage") of the total, aggregate "gross ratings points" for all the promotional announcements broadcast by Licensee ("Aggregate Promotional GRP's") within the Non-Fox Time Periods (the specific Fox Promos broadcast by Licensee and number of broadcasts of each Fox Promo shall be, to the extent Fox elects, as specified by Fox, and the broadcasts of the Fox Promos shall be made so that the GRP's allocated thereto are distributed fairly and reasonably across the Non-Fox Time Periods); provided, however, that if Station's Sweeps Rating ranks Station within the bottom 50% (ranked highest to lowest) of those Fox affiliated stations that are Performing Below Average, then the Applicable Percentage for Station shall be not less than 55% of 100% of said Aggregate Promotional GRP's. Licensee's full compliance with the immediately foregoing sentence shall continue until Licensee is no longer Performing Below Average, as determined by the most recent Sweeps Rating. For purposes hereof, the "Sweeps Rating" shall mean for each station the average A.C. Nielsen rating for the most-current completed "sweeps" period for Adults 18-49 for all prime time hours programmed by Fox. Licensee agrees to maintain complete and accurate records of all promotional announcements broadcast as provided herein. Within two (2) weeks following each request by Fox therefor, Licensee will submit copies of all such records to Fox. Notwithstanding anything to the contrary in (and without limitation to the above provisions of) this subparagraph 4(a), and as a material term of this Agreement, Licensee shall, in coordination with Fox, cause Station to broadcast in the one-half (1/2) hour immediately preceding prime-time, not less than one (1) :30 promotional announcement for Fox programming provided by Fox hereunder. (b) In addition to providing the promotion announcements referred to above, Fox shall make available to Licensee, at reasonable costs, such other promotional and sales materials as Fox and Licensee may mutually consider appropriate. Licensee shall not delete any copyright, trademark, logo or other notice, or any credit, included in any materials delivered pursuant to this paragraph or otherwise, and -5-

Licensee shall not exhibit, display, distribute or otherwise use any trademark, logo or other material or item delivered pursuant to this paragraph or otherwise, except as instructed by Fox at the time. (c) Licensee shall make annually, in accordance with each A.C. Nielsen "Sweeps" co-op plan determined by Fox during the term of this Agreement, not less than an amount determined by Fox in its sole discretion (the "Co-Op Commitment") in local cash expenditures to promote Fox on Station. Subject to Licensee's full performance of its obligations under this Paragraph 4, Fox will reimburse Licensee for 50% of such cash expenditures as are made in accordance with Fox's co-op plan, up to a maximum annual Fox contribution equal to 50% of the Co-Op Commitment. 5. Commercial Announcements (a) In each individual Fox program, Fox will have the right in its sole discretion to determine: (1) the number and length of commercial announcement slots (including station breaks) that will be available to Fox affiliates for insertion of affiliate commercial announcements and (2) the terms and conditions applicable to the availability and use of the commercial announcement slots. Fox will make available to Licensee for Station's use in each individual Fox program the same number and length of commercial announcements (including station breaks) as Fox makes available generally in that program to Fox affiliates on a national basis, on the terms and conditions that Fox generally applies to those affiliates on a national basis. Licensee agrees to be bound by Fox's decisions as provided for in this Paragraph 5.

Licensee shall not exhibit, display, distribute or otherwise use any trademark, logo or other material or item delivered pursuant to this paragraph or otherwise, except as instructed by Fox at the time. (c) Licensee shall make annually, in accordance with each A.C. Nielsen "Sweeps" co-op plan determined by Fox during the term of this Agreement, not less than an amount determined by Fox in its sole discretion (the "Co-Op Commitment") in local cash expenditures to promote Fox on Station. Subject to Licensee's full performance of its obligations under this Paragraph 4, Fox will reimburse Licensee for 50% of such cash expenditures as are made in accordance with Fox's co-op plan, up to a maximum annual Fox contribution equal to 50% of the Co-Op Commitment. 5. Commercial Announcements (a) In each individual Fox program, Fox will have the right in its sole discretion to determine: (1) the number and length of commercial announcement slots (including station breaks) that will be available to Fox affiliates for insertion of affiliate commercial announcements and (2) the terms and conditions applicable to the availability and use of the commercial announcement slots. Fox will make available to Licensee for Station's use in each individual Fox program the same number and length of commercial announcements (including station breaks) as Fox makes available generally in that program to Fox affiliates on a national basis, on the terms and conditions that Fox generally applies to those affiliates on a national basis. Licensee agrees to be bound by Fox's decisions as provided for in this Paragraph 5. (b) Fox shall determine the placement, timing and format of Fox's and Licensee's commercial announcements. Fox shall have the right to include commercial announcements in all of the commercial time available in each hour of the programming other than that expressly allocated to Licensee in this Agreement. (c) Licensee's broadcast over the Station of all commercial announcements included by Fox in Fox programming is of the essence of this Agreement, and nothing contained in Paragraph 3 above or elsewhere in this Agreement (other than Paragraph 11 below) shall limit Fox's rights or remedies at law or otherwise relating to failure to so broadcast said commercial announcements. Licensee agrees to maintain complete and accurate records of all commercial announcements broadcast as provided in this Agreement. Within two (2) weeks following each request by Fox therefor, Licensee will submit copies of all such records to Fox. -6-

6. Supplemental Agreements Each of the 1998 FKW Supplemental Agreement (and Addendum #1 and #2 thereto), the 1998 NFL Supplemental Agreement, the 1999 Prime-Time-Inventory-Purchase Supplemental Agreement, the presently existing (if any) Fox Network Non-Duplication Amendment for Station and the presently existing (if any) Fox Agreement and Amendment to Station Affiliation Agreement relating to retransmission consent, as they may have been amended or supplemented (collectively the "Supplementals"), between Licensee and Fox, are in full force and effect, and this Agreement is now deemed the applicable Station Affiliation Agreement referenced in the Supplementals. Licensee shall fully perform all terms and conditions of the Supplementals in their entirety throughout the term of this Agreement. 7. Force Majeure Neither Fox nor FCN shall be liable to Licensee for failure to supply any programming or any part thereof, nor shall Licensee be liable to Fox or FCN for failure to broadcast any such programming or any part thereof, by reason of any act of God, labor dispute, non-delivery by program suppliers or others, failure or breakdown of satellite or other facilities, legal enactment, governmental order or regulation or any other similar or dissimilar cause beyond their respective control ("force majeure event"). If, due to any force majeure event(s), Fox substantially fails to provide the programming to be delivered to Licensee under Paragraph 1 above, or Licensee substantially fails to broadcast such programming as scheduled by Fox, for 4 consecutive weeks, or for 6 weeks in the aggregate during any 12-month period, then the other party hereto (the "unaffected party") may terminate this Agreement upon thirty (30) days prior written notice to the party so failing, which notice may be given at any time prior to the expiration of 7 days after the unaffected party's receipt of actual notice that the force majeure

6. Supplemental Agreements Each of the 1998 FKW Supplemental Agreement (and Addendum #1 and #2 thereto), the 1998 NFL Supplemental Agreement, the 1999 Prime-Time-Inventory-Purchase Supplemental Agreement, the presently existing (if any) Fox Network Non-Duplication Amendment for Station and the presently existing (if any) Fox Agreement and Amendment to Station Affiliation Agreement relating to retransmission consent, as they may have been amended or supplemented (collectively the "Supplementals"), between Licensee and Fox, are in full force and effect, and this Agreement is now deemed the applicable Station Affiliation Agreement referenced in the Supplementals. Licensee shall fully perform all terms and conditions of the Supplementals in their entirety throughout the term of this Agreement. 7. Force Majeure Neither Fox nor FCN shall be liable to Licensee for failure to supply any programming or any part thereof, nor shall Licensee be liable to Fox or FCN for failure to broadcast any such programming or any part thereof, by reason of any act of God, labor dispute, non-delivery by program suppliers or others, failure or breakdown of satellite or other facilities, legal enactment, governmental order or regulation or any other similar or dissimilar cause beyond their respective control ("force majeure event"). If, due to any force majeure event(s), Fox substantially fails to provide the programming to be delivered to Licensee under Paragraph 1 above, or Licensee substantially fails to broadcast such programming as scheduled by Fox, for 4 consecutive weeks, or for 6 weeks in the aggregate during any 12-month period, then the other party hereto (the "unaffected party") may terminate this Agreement upon thirty (30) days prior written notice to the party so failing, which notice may be given at any time prior to the expiration of 7 days after the unaffected party's receipt of actual notice that the force majeure event(s) has ended. 8. Assignment This Agreement shall not be assigned by Licensee without the prior written consent of Fox, and any permitted assignment shall not relieve Licensee of its obligations hereunder. Any purported assignment by Licensee without such consent shall be null and void and not enforceable against Fox. Licensee also agrees that if any application is made to the Federal Communications Commission pertaining to an assignment or a transfer of control of Licensee's license for the Station, or any interest therein, Licensee shall immediately notify Fox in writing of the filing of such application. Except as to "short form" assignments or transfers of control made pursuant to Section 73.3540(f) of the Rules and Regulations of the Federal Communications Commission, Fox shall have the right to terminate this Agreement, effective upon thirty (30) days notice to Licensee and the transferee or assignee of such termination, which notice may be given at any time within ninety (90) days after the later occurring of: (a) the date on which Fox learns that such assignment or transfer has become effective or (b) the date on which Fox receives written notice of such assignment or transfer. Licensee agrees, that upon Fox's request, Licensee shall procure and deliver to Fox, in form satisfactory to Fox, the agreement of the proposed assignee or transferee that, upon consummation of the assignment or transfer of control of the Station's authorization, the assignee or transferee will assume and perform this Agreement in its entirety without limitation of any kind. If Licensee fails to notify Fox of the proposed assignment or transfer of control of said Station's authorization, or fails to -7-

procure the agreement of the proposed assignee or transferee in accordance with this Paragraph, then such failure shall be deemed a material breach of this Agreement. Without limitation to any other provision of this Agreement or to any of Fox's rights or remedies, if, without Fox's prior written consent, Licensee enters into any "Local Management Agreement", "Time Brokerage Agreement" or similar arrangement or agreement pertaining to Station operations, or for the use (by lease or otherwise) by any party other than Licensee of any Programmed Time Period or New Programmed Time Period or any significant portion of Station's broadcast time outside of those Fox Time Periods, Fox will have the right at any time to terminate this Agreement on thirty (30) days' notice to Licensee. 9. Unauthorized Copying Licensee shall not, and shall not authorize others to, record, copy or duplicate any programming or other material

procure the agreement of the proposed assignee or transferee in accordance with this Paragraph, then such failure shall be deemed a material breach of this Agreement. Without limitation to any other provision of this Agreement or to any of Fox's rights or remedies, if, without Fox's prior written consent, Licensee enters into any "Local Management Agreement", "Time Brokerage Agreement" or similar arrangement or agreement pertaining to Station operations, or for the use (by lease or otherwise) by any party other than Licensee of any Programmed Time Period or New Programmed Time Period or any significant portion of Station's broadcast time outside of those Fox Time Periods, Fox will have the right at any time to terminate this Agreement on thirty (30) days' notice to Licensee. 9. Unauthorized Copying Licensee shall not, and shall not authorize others to, record, copy or duplicate any programming or other material furnished by Fox hereunder, in whole or in part, and shall take all reasonable precautions to prevent any such recordings, copying or duplicating. Notwithstanding the foregoing, if Station is located in the Mountain Time Zone, Licensee may pre-record programming from the satellite feed for later telecast at the times scheduled by Fox. Licensee shall erase all such pre-recorded programming promptly after its scheduled telecast. 10. Term The term of this Agreement shall commence on or before June 30, 2001 and shall continue through May 31, 2004 (the "initial period"). After the initial period, the term of this Agreement may be extended for additional successive periods of one (1) year each, by Fox, in its sole discretion, giving written notice of such extension (the "extension notice") to Licensee at least one hundred twenty (120) days prior to the expiration of the then-current period; provided, however, that if, within thirty (30) days of Licensee's receipt of the extension notice, Licensee, in its sole discretion, gives Fox written notice that Licensee rejects such extension, then the extension notice shall not be effective and this Agreement shall terminate upon expiration of the then-current period. Notwithstanding anything to the contrary contained in this Agreement, upon the termination or expiration of the term of this Agreement, all of Licensee's and Station's rights to broadcast or otherwise use any Fox program or any trademark, logo or other material or item hereunder shall immediately cease and neither Licensee nor Station shall have any further rights whatsoever with respect to any such program, material or item. 11. Applicable Law The obligations of Licensee and Fox under this Agreement are subject to all applicable federal, state, and local laws, rules and regulations (including, but not limited to, the Communications Act of 1934, as amended, and the rules and regulations of the Federal Communications Commission) and this Agreement shall be deemed to have been negotiated and entered into, and this Agreement and all matters or issues collateral thereto shall be governed by, the law of the State of California applicable to contracts negotiated, executed and performed entirely within that state. With respect to programs offered or already contracted for pursuant to this Agreement, nothing in any other Paragraph hereof shall be construed to prevent or hinder Licensee from (a) rejecting or refusing Fox programs which Licensee reasonably believes to be unsatisfactory, unsuitable or contrary to the public interest, or (b) substituting a program which, in Licensee's opinion, is of greater local or national importance; provided, however, Licensee shall give Fox written notice of each such rejection or substitution, and the justification therefor, -8-

at least 72 hours in advance of the scheduled broadcast, or as soon thereafter as possible (including an explanation of the cause for any lesser notice). Programming will be deemed to be unsatisfactory or unsuitable only if it (i) is delivered in a form which does not meet accepted standards of good engineering practice; (ii) does not comply with the rules and regulations of the FCC; or (iii) is programming which Licensee reasonably believes would not meet prevailing contemporary standards of good taste in its community of license. In view of the limited nature of the Fox programming within each day-part as specified in subparagraph 3(b) above, Licensee does not foresee any need to substitute programming of greater local or national importance for Fox programming, except to present locally originated, nonentertainment, non-religious timely public interest programming, such as election coverage, live coverage of fastbreaking news events, political debates, town hall-type meetings and telethons that serve the public interest and

at least 72 hours in advance of the scheduled broadcast, or as soon thereafter as possible (including an explanation of the cause for any lesser notice). Programming will be deemed to be unsatisfactory or unsuitable only if it (i) is delivered in a form which does not meet accepted standards of good engineering practice; (ii) does not comply with the rules and regulations of the FCC; or (iii) is programming which Licensee reasonably believes would not meet prevailing contemporary standards of good taste in its community of license. In view of the limited nature of the Fox programming within each day-part as specified in subparagraph 3(b) above, Licensee does not foresee any need to substitute programming of greater local or national importance for Fox programming, except to present locally originated, nonentertainment, non-religious timely public interest programming, such as election coverage, live coverage of fastbreaking news events, political debates, town hall-type meetings and telethons that serve the public interest and that are approved by Fox, which approval shall not be unreasonably withheld. Notwithstanding anything to the contrary expressed or implied herein, the parties acknowledge that Station has the ultimate responsibility to determine the suitability of the subject matter of program content, including commercial, promotional or public service announcements. 12. Station Acquisition by Fox If Fox or any of Fox's parent, affiliated, subsidiary or related companies or other entities enters into any agreement to acquire any significant ownership and/or controlling interest in any television broadcast station licensed to any community within Station's television market, then Fox shall have the right at any time after that agreement is made, to terminate this Agreement upon not less than sixty (60) days notice to Licensee. Said termination shall be effective as of such date as Fox shall designate in said notice. 13. Change in Operations If at any time Station's transmitter location, power, frequency, programming format, hours of operation, technical quality of transmissions or any other material aspect of Station's operations is such that Fox determines in its reasonable judgment that Station is of less value to Fox as a broadcaster of Fox programming than at the date of this Agreement, then Fox shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Licensee. 14. Non-Liability of Board Members To the extent the Fox Broadcasting Company Affiliates' Association Board of Governors (the "Board") and its members are acting in their capacity as such, then the Board and each such member so acting shall not have any obligation or legal or other liability whatsoever to Licensee in connection with this Agreement, including without limitation, with respect to the Board's or such member's approval or non-approval of any matter, exercise or non-exercise of any right or taking of or failing to take any other action in connection therewith. 15. Warranties and Indemnities (a) Fox represents and warrants that Station's broadcast, in accordance with this Agreement, of any Fox programming provided by Fox to Station shall not violate or infringe upon the trade name, trademark, copyright, literary or dramatic right, -9-

or right of privacy or publicity of any party, or constitute a libel or slander of any party; provided, however, that the foregoing representations and warranties shall not apply: (1) to public performance rights in music, (2) to any material furnished or added by any party other than Fox after delivery of the programming to Station or (3) to the extent such programming is changed or otherwise affected by deletion of any material by any party other than Fox after delivery of the programming to Station. Fox agrees to indemnify and hold harmless Station and its parents, affiliates, subsidiaries, successors and assigns, and the respective owners, officers, agents and employees of each, from and against all liability, actions, claims, demands, losses, damages or expenses (including reasonable attorneys' fees, but excluding Licensee's or Station's lost profits or consequential damages, if any) caused by or arising out of Fox's breach of the representations and warranties set forth in the foregoing sentence. Fox makes no representations, warranties or indemnities, express or implied, except as expressly set forth in this

or right of privacy or publicity of any party, or constitute a libel or slander of any party; provided, however, that the foregoing representations and warranties shall not apply: (1) to public performance rights in music, (2) to any material furnished or added by any party other than Fox after delivery of the programming to Station or (3) to the extent such programming is changed or otherwise affected by deletion of any material by any party other than Fox after delivery of the programming to Station. Fox agrees to indemnify and hold harmless Station and its parents, affiliates, subsidiaries, successors and assigns, and the respective owners, officers, agents and employees of each, from and against all liability, actions, claims, demands, losses, damages or expenses (including reasonable attorneys' fees, but excluding Licensee's or Station's lost profits or consequential damages, if any) caused by or arising out of Fox's breach of the representations and warranties set forth in the foregoing sentence. Fox makes no representations, warranties or indemnities, express or implied, except as expressly set forth in this subparagraph (a). (b) Without limitation to any of Licensee's other obligations and agreements under this Agreement, Licensee agrees to indemnify and hold harmless Fox and its parents, affiliates, subsidiaries, successors and assigns, and the respective owners, officers, directors, agents and employees of each, from and against all liability, actions, claims, demands, losses, damages or expenses (including reasonable attorneys' fees, but excluding Fox's lost profits or Fox's consequential damages, if any) caused by or arising out of any matters excluded from Fox's representations and warranties by subparagraphs (a)(1), (2) or (3) above, or any breach of any of Licensee's representations, warranties or agreements hereunder or any programming broadcast by Station other than that provided by Fox hereunder. (c) The indemnitor may assume, and if the indemnitee requests in writing shall assume, the defense of any claim, demand or action covered by indemnity hereunder, and upon the written request of the indemnitee, shall allow the indemnitee to cooperate in the defense at the indemnitee's sole cost and expense. The indemnitee shall give the indemnitor prompt written notice of any claim, demand or action covered by indemnity hereunder. If the indemnitee settles any claim, demand or action without the prior written consent of the indemnitor, the indemnitor shall be released from the indemnity in that instance. 16. Notices All notices to each party required or permitted hereunder to be in writing shall be deemed given when personally delivered (including, without limitation, upon delivery by overnight courier or other messenger or upon receipt of facsimile copy), upon the date of mailing postage prepaid or when delivered charges prepaid to the telegraph office for transmission, addressed as specified below, or addressed to such other address as such party may hereafter specify in a written notice given as provided herein. Such notices to Licensee shall be to the address set forth for Licensee on page 1 of this Agreement. Such notices to Fox shall be to: Fox -10-

Broadcasting Company, 10201 West Pico Boulevard, Los Angeles, CA 90035, Attn: Network Distributions; with a copy to: Fox Broadcasting Company, 10201 West Pico Boulevard, Los Angeles, CA 90035, Attn: Legal Affairs. 17. Retransmission Consent Without Fox's prior written approval, Licensee shall not grant its consent to the transmission or retransmission, by any cable system, satellite, other multichannel video programming distributor, telephone system, microwave carrier, wireless cable system or other technology wherever located, of Station's broadcast of any Fox programming. Neither this Agreement nor any grant by Licensee of retransmission consent conveys any license or sublicense in or to the copyrights of Fox programming, and Fox shall in no way be a party to or incur any duty or other obligation in connection with any retransmission consent granted by Licensee. 18. Change In Fox Operations Notwithstanding anything to the contrary in this Agreement and without limitation to any of Fox's rights, Fox reserves the right to make changes in its operations (and/or terms of doing business) that conflict with (or do not conform to) the terms of this Agreement and that will be applicable to its affiliates generally. Fox shall notify

Broadcasting Company, 10201 West Pico Boulevard, Los Angeles, CA 90035, Attn: Network Distributions; with a copy to: Fox Broadcasting Company, 10201 West Pico Boulevard, Los Angeles, CA 90035, Attn: Legal Affairs. 17. Retransmission Consent Without Fox's prior written approval, Licensee shall not grant its consent to the transmission or retransmission, by any cable system, satellite, other multichannel video programming distributor, telephone system, microwave carrier, wireless cable system or other technology wherever located, of Station's broadcast of any Fox programming. Neither this Agreement nor any grant by Licensee of retransmission consent conveys any license or sublicense in or to the copyrights of Fox programming, and Fox shall in no way be a party to or incur any duty or other obligation in connection with any retransmission consent granted by Licensee. 18. Change In Fox Operations Notwithstanding anything to the contrary in this Agreement and without limitation to any of Fox's rights, Fox reserves the right to make changes in its operations (and/or terms of doing business) that conflict with (or do not conform to) the terms of this Agreement and that will be applicable to its affiliates generally. Fox shall notify Licensee in writing that Fox has made such change and the effective date thereof, and as of said effective date, this Agreement will be deemed amended to reflect such change, unless within 10 days of Fox's notification to Licensee of such change, Licensee notifies Fox in writing that Licensee rejects such change. If Licensee does so reject said change, then Fox shall have the right for a period of six months from Fox's receipt of Licensee's rejection notice to terminate this Agreement by providing not less than ninety (90) days' written notice to Licensee. 19. Miscellaneous (a) Nothing contained in this Agreement shall create any partnership, association, joint venture, fiduciary or agency relationship between Fox and Licensee. (b) No waiver of any failure of any condition or of the breach of any obligation hereunder shall be deemed to be a waiver of any preceding or succeeding failure of the same or any other condition, or a waiver of any preceding or succeeding breach of the same or any other obligation. (c) In connection with Fox programming, Station shall at all times permit Fox, without charge, to place, maintain and use on Station's premises, at Fox's expense, such reasonable amounts of devices and equipment as Fox shall require, in such location and manner, as to allow Fox to economically, efficiently and accurately achieve the purposes of such equipment. Station shall operate such equipment for Fox, to the extent Fox reasonably requests, and no fee shall be charged by Station therefor. -11-

(d) This Agreement, together with the Supplementals, constitutes the entire understanding between Fox and Licensee concerning the subject matter hereof and shall not be amended, modified, changed, renewed, extended or discharged except by an instrument in writing signed by Fox and Licensee or as otherwise expressly provided herein or therein. Fox and Licensee each hereby acknowledges that neither is entering into this Agreement in reliance upon any term, condition, representation or warranty not stated herein. All actions, proceedings or litigation brought against Fox by Licensee shall be instituted and prosecuted solely within the County of Los Angeles, California. Licensee hereby consents to the jurisdiction of the state courts of California and the federal courts located in the Central District of California as to any matter arising out of, or related to this Agreement. (e) Without limitation to Paragraph 1 above, for purposes of this Agreement, the term "programs" (and the derivations thereof including, without limitation, "programming") will include, without limitation, to the extent Fox reasonably elects, television specials, made-for-television movies, television series and all other traditional forms of television motion pictures and programs, as well as any other program-related material or matter sent, transmitted or otherwise communicated by Fox with the intent that it be perceived or otherwise received, visually or visually and aurally, by television receiver, television monitor or any other device or equipment whatsoever

(d) This Agreement, together with the Supplementals, constitutes the entire understanding between Fox and Licensee concerning the subject matter hereof and shall not be amended, modified, changed, renewed, extended or discharged except by an instrument in writing signed by Fox and Licensee or as otherwise expressly provided herein or therein. Fox and Licensee each hereby acknowledges that neither is entering into this Agreement in reliance upon any term, condition, representation or warranty not stated herein. All actions, proceedings or litigation brought against Fox by Licensee shall be instituted and prosecuted solely within the County of Los Angeles, California. Licensee hereby consents to the jurisdiction of the state courts of California and the federal courts located in the Central District of California as to any matter arising out of, or related to this Agreement. (e) Without limitation to Paragraph 1 above, for purposes of this Agreement, the term "programs" (and the derivations thereof including, without limitation, "programming") will include, without limitation, to the extent Fox reasonably elects, television specials, made-for-television movies, television series and all other traditional forms of television motion pictures and programs, as well as any other program-related material or matter sent, transmitted or otherwise communicated by Fox with the intent that it be perceived or otherwise received, visually or visually and aurally, by television receiver, television monitor or any other device or equipment whatsoever now known or hereafter devised. (f) Each and all of the several rights and remedies of each party hereto under or contained in or by reason of this Agreement shall be cumulative, and the exercise of one or more of said rights or remedies shall not preclude the exercise of any other right or remedy under this Agreement, at law, or in equity. Notwithstanding anything to the contrary contained in this Agreement, in no event shall either party hereto be entitled to or recover any lost profits or consequential damages because of a breach or failure by the other party, and except as expressly provided in this Agreement to the contrary, neither Fox nor Licensee shall have any right against the other with respect to claims by any third person or other third entity. (g) If any provision of this Agreement (the "Void Provision"), as applied to either Fox or Licensee or any circumstances, is found to be against public policy or otherwise void or unenforceable, or in conflict with any applicable federal, state or local law, rule or regulation (including without limitation any rule or regulation of the Federal Communications Commission), then commencing within 10 days following such finding, Fox and Licensee must negotiate in good faith for a period of 30 days regarding a provision to replace the Void Provision, which provision shall materially meet the intent of the parties as set forth in the Void Provision and essentially preserve the benefits provided by this Agreement to both parties. If the parties are unable to agree on such a replacement provision for any reason whatsoever, including without limitation due to any constraints imposed -12-

by any law, rule or regulation, then either party will have the right to terminate this Agreement at any time on six months prior notice. (h) It is understood that FCN is indemnifying Fox in connection with all costs, expenses, liabilities and other matters relating to the FCN programming covered hereunder. (i) Paragraph headings are inserted for convenience only and shall not be used to interpret this Agreement or any of the provisions hereof or given any legal or other effect whatsoever. (j) Licensee acknowledges that Station's rights contained in this Agreement are subject to and must be exercised consistent with the rights conveyed to Fox by the NFL, the NHL or any other licenser of programming delivered under this Agreement and any limitations and restrictions thereon. 20. News Agreement (a) As a material term of this Agreement, by June 30, 2001, Licensee shall best efforts to: (i) launch and continue to broadcast on Station, in consultation with Fox, throughout the term of this Agreement, a self-produced, on-air 10:00 pm, Monday through Friday, local newscast (i.e., Station shall originate said newscast program and shall not produce such newscast program pursuant to any news-sharing arrangement), which newscast shall be not less than 30 minutes per night, or (ii) enter into a news-sharing agreement for Station with a network-affiliated television station in Station's television market ("Cooperating Station"), and thereby commence and continue to

by any law, rule or regulation, then either party will have the right to terminate this Agreement at any time on six months prior notice. (h) It is understood that FCN is indemnifying Fox in connection with all costs, expenses, liabilities and other matters relating to the FCN programming covered hereunder. (i) Paragraph headings are inserted for convenience only and shall not be used to interpret this Agreement or any of the provisions hereof or given any legal or other effect whatsoever. (j) Licensee acknowledges that Station's rights contained in this Agreement are subject to and must be exercised consistent with the rights conveyed to Fox by the NFL, the NHL or any other licenser of programming delivered under this Agreement and any limitations and restrictions thereon. 20. News Agreement (a) As a material term of this Agreement, by June 30, 2001, Licensee shall best efforts to: (i) launch and continue to broadcast on Station, in consultation with Fox, throughout the term of this Agreement, a self-produced, on-air 10:00 pm, Monday through Friday, local newscast (i.e., Station shall originate said newscast program and shall not produce such newscast program pursuant to any news-sharing arrangement), which newscast shall be not less than 30 minutes per night, or (ii) enter into a news-sharing agreement for Station with a network-affiliated television station in Station's television market ("Cooperating Station"), and thereby commence and continue to broadcast on Station, throughout the term of this Agreement, a first-class regularly-scheduled 10:00 pm local newscast program, which shall not be less than 30 minutes per night (in which instance Licensee shall title Station's news set, mic flags, music, graphics, supers and news promotion that separately brands Station's local newscast as a Fox news program, and provide a local newscast producer and the exclusive services of a news anchor person(s) for Station's local newscast). Licensee shall notify Fox in writing of which newscast program under this subparagraph 20(a) that Licensee shall broadcast on Station no later than sixty (60) days prior to Licensee's launch on Station of such newscast program. (b) Licensee shall simultaneously with the execution of this Agreement execute and return with this Agreement four (4) copies of the standard News Service Agreement (and Addendum thereto executed by the appropriate representative of the Cooperating Station, if Licensee broadcasts on Station a newscast subject to subparagraph 20(a)(ii) above) (collectively "News Agreement") between Licensee and FNN, as provided to Licensee by FNN. Upon Licensee's execution of the News Agreement, it shall be deemed attached to this Agreement as Exhibit E and -13-

incorporated herein by this reference. As a material term of this Agreement, whether or not Licensee broadcasts a local newscast program on Station, Licensee shall continue to pay to FNN, throughout the term of this Agreement, any and all license fees provided under the News Agreement. Without limitation to any provision of this Agreement or of the News Agreement, if the News Agreement is terminated for any reason other than the material breach of the News Agreement by FNN, Fox shall have the right to terminate this Agreement effective upon such date as Fox may elect in its sole discretion. Any breach by Licensee of the News Agreement will be a breach by Licensee of this Agreement of equivalent materiality (e.g., a material breach of the News Agreement by Licensee will be a material breach of this Agreement by Licensee). IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. Fox Broadcasting Company Fisher Broadcasting-Georgia, LLC ("Fox") ("Licensee")
By: /s/ D.M. ------------------------------Title: SVP Network Dist. ---------------------------By: /s/ B.W. T ------------------------------------Title: President ----------------------------------

incorporated herein by this reference. As a material term of this Agreement, whether or not Licensee broadcasts a local newscast program on Station, Licensee shall continue to pay to FNN, throughout the term of this Agreement, any and all license fees provided under the News Agreement. Without limitation to any provision of this Agreement or of the News Agreement, if the News Agreement is terminated for any reason other than the material breach of the News Agreement by FNN, Fox shall have the right to terminate this Agreement effective upon such date as Fox may elect in its sole discretion. Any breach by Licensee of the News Agreement will be a breach by Licensee of this Agreement of equivalent materiality (e.g., a material breach of the News Agreement by Licensee will be a material breach of this Agreement by Licensee). IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written. Fox Broadcasting Company Fisher Broadcasting-Georgia, LLC ("Fox") ("Licensee")
By: /s/ D.M. ------------------------------Title: SVP Network Dist. ---------------------------By: /s/ B.W. T ------------------------------------Title: President ----------------------------------

-14-

WFXG / AUGUSTA, GA As of 1/15/02 EXHIBIT A: * No non-sports preemptions.
Licensee Initial & Date: /s/ BWT 2/8/02 -------------------FBC Initial & Dated: /s/ DW 2/12/02 ------------------------

WFXG / AUGUSTA, GA As of 1/15/02 EXHIBIT B: * No sports preemptions.
Licensee Initial & Date: /s/ BWT 2/8/02 -------------------FBC Initial & Dated: /s/ DW 2/12/02 ------------------------

Exhibit 10.19 The Investor CreditLine/SM/ Service Client Agreement NOTE: CMA, CBA and WCMA clients who have already signed this agreement need not return this form.

WFXG / AUGUSTA, GA As of 1/15/02 EXHIBIT A: * No non-sports preemptions.
Licensee Initial & Date: /s/ BWT 2/8/02 -------------------FBC Initial & Dated: /s/ DW 2/12/02 ------------------------

WFXG / AUGUSTA, GA As of 1/15/02 EXHIBIT B: * No sports preemptions.
Licensee Initial & Date: /s/ BWT 2/8/02 -------------------FBC Initial & Dated: /s/ DW 2/12/02 ------------------------

Exhibit 10.19 The Investor CreditLine/SM/ Service Client Agreement NOTE: CMA, CBA and WCMA clients who have already signed this agreement need not return this form. In consideration of your accepting and carrying one or more accounts for the undersigned, the undersigned hereby consents and agrees that: 1. Applicable Rules and Regulations All transactions shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market and its clearinghouse, if any, on which such transactions are executed by you (Merrill Lynch, Pierce, Fenner & Smith Incorporated) or your agents, including your subsidiaries and affiliates. 2. Definition For purposes of this agreement, "securities and other property" shall include, but not be limited to, money, securities, financial instruments and commodities of every kind and nature and all contracts and options relating thereto, whether for present or future delivery. 3. Collateral Requirements and Credit Charges for the Investor CreditLine Service The undersigned will maintain such securities and other property in the accounts of the undersigned for collateral purposes as you shall require from time to time; and the monthly debit balance of such accounts shall be charged, in accordance with your usual custom, with interest at a rate permitted by the laws of the State of New York. It is understood that the interest charge made to the undersigned's account at the close of a charge period will, unless paid, be added to the opening balance for the next charge period and that interest will be charged upon such opening balance, including all interest so added.

WFXG / AUGUSTA, GA As of 1/15/02 EXHIBIT B: * No sports preemptions.
Licensee Initial & Date: /s/ BWT 2/8/02 -------------------FBC Initial & Dated: /s/ DW 2/12/02 ------------------------

Exhibit 10.19 The Investor CreditLine/SM/ Service Client Agreement NOTE: CMA, CBA and WCMA clients who have already signed this agreement need not return this form. In consideration of your accepting and carrying one or more accounts for the undersigned, the undersigned hereby consents and agrees that: 1. Applicable Rules and Regulations All transactions shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market and its clearinghouse, if any, on which such transactions are executed by you (Merrill Lynch, Pierce, Fenner & Smith Incorporated) or your agents, including your subsidiaries and affiliates. 2. Definition For purposes of this agreement, "securities and other property" shall include, but not be limited to, money, securities, financial instruments and commodities of every kind and nature and all contracts and options relating thereto, whether for present or future delivery. 3. Collateral Requirements and Credit Charges for the Investor CreditLine Service The undersigned will maintain such securities and other property in the accounts of the undersigned for collateral purposes as you shall require from time to time; and the monthly debit balance of such accounts shall be charged, in accordance with your usual custom, with interest at a rate permitted by the laws of the State of New York. It is understood that the interest charge made to the undersigned's account at the close of a charge period will, unless paid, be added to the opening balance for the next charge period and that interest will be charged upon such opening balance, including all interest so added. 4. Security Interest All securities and other property now or hereafter held, carried or maintained by you or by any of your affiliates in your possession or control, or in the possession or control of any such affiliate, for any purpose, in or for any account of the undersigned now or hereafter opened, including any account in which the undersigned may have an interest, shall be subject to a lien for the discharge of all the indebtedness and other obligations of the undersigned to you, and are to be held by you as security for the payment of any liability or indebtedness of the undersigned to you in any of said accounts. You shall have the right to transfer securities and other property so held by you from or to any other of the accounts of the undersigned whenever in your judgment you consider such a transfer necessary for your protection. In enforcing your lien, you shall have the discretion to determine which securities and property are to be sold and which contracts are to be closed.

Exhibit 10.19 The Investor CreditLine/SM/ Service Client Agreement NOTE: CMA, CBA and WCMA clients who have already signed this agreement need not return this form. In consideration of your accepting and carrying one or more accounts for the undersigned, the undersigned hereby consents and agrees that: 1. Applicable Rules and Regulations All transactions shall be subject to the constitution, rules, regulations, customs and usages of the exchange or market and its clearinghouse, if any, on which such transactions are executed by you (Merrill Lynch, Pierce, Fenner & Smith Incorporated) or your agents, including your subsidiaries and affiliates. 2. Definition For purposes of this agreement, "securities and other property" shall include, but not be limited to, money, securities, financial instruments and commodities of every kind and nature and all contracts and options relating thereto, whether for present or future delivery. 3. Collateral Requirements and Credit Charges for the Investor CreditLine Service The undersigned will maintain such securities and other property in the accounts of the undersigned for collateral purposes as you shall require from time to time; and the monthly debit balance of such accounts shall be charged, in accordance with your usual custom, with interest at a rate permitted by the laws of the State of New York. It is understood that the interest charge made to the undersigned's account at the close of a charge period will, unless paid, be added to the opening balance for the next charge period and that interest will be charged upon such opening balance, including all interest so added. 4. Security Interest All securities and other property now or hereafter held, carried or maintained by you or by any of your affiliates in your possession or control, or in the possession or control of any such affiliate, for any purpose, in or for any account of the undersigned now or hereafter opened, including any account in which the undersigned may have an interest, shall be subject to a lien for the discharge of all the indebtedness and other obligations of the undersigned to you, and are to be held by you as security for the payment of any liability or indebtedness of the undersigned to you in any of said accounts. You shall have the right to transfer securities and other property so held by you from or to any other of the accounts of the undersigned whenever in your judgment you consider such a transfer necessary for your protection. In enforcing your lien, you shall have the discretion to determine which securities and property are to be sold and which contracts are to be closed.

5. Representations as to Beneficial Ownership and Control The undersigned represents that, with respect to securities against which credit is or may be extended by you: (a) the undersigned is not the beneficial owner of more than three percent (3%) of the number of outstanding shares of any class of equity securities, and (b) does not control, is not controlled by, and is not under common control with, the issuer of any such securities. In the event that any of the foregoing representations are inaccurate or become inaccurate, the undersigned will promptly so advise you in writing. 6. Calls for Additional Collateral--Liquidation Rights (a) You shall have the right to require additional collateral: (1) in accordance with your general policies for the Investor CreditLine/SM/ service maintenance requirements, as such may be modified, amended or supplemented from time to time; or

5. Representations as to Beneficial Ownership and Control The undersigned represents that, with respect to securities against which credit is or may be extended by you: (a) the undersigned is not the beneficial owner of more than three percent (3%) of the number of outstanding shares of any class of equity securities, and (b) does not control, is not controlled by, and is not under common control with, the issuer of any such securities. In the event that any of the foregoing representations are inaccurate or become inaccurate, the undersigned will promptly so advise you in writing. 6. Calls for Additional Collateral--Liquidation Rights (a) You shall have the right to require additional collateral: (1) in accordance with your general policies for the Investor CreditLine/SM/ service maintenance requirements, as such may be modified, amended or supplemented from time to time; or (2) if in your discretion you consider it necessary for your protection at an earlier or later point in time than called for by said general policies; or (3) in the event that a petition in bankruptcy or for appointment of a receiver is filed by or against the undersigned; or (4) if an attachment is levied against the accounts of the undersigned; or (5) in the event of the death of the undersigned. (b) If the undersigned does not provide you with additional collateral as you may require in accordance with (a) (1) or (2), or should an event described in (a) (3), (4) or (5) occur (whether or not you elect to require additional collateral), you shall have the right: (1) to sell any or all securities and other property in the accounts of the undersigned with you or with any of your affiliates, whether carried individually or jointly with others; (2) to buy any or all securities and other property which may be short in such accounts; and (3) to cancel any open orders and to close any or all outstanding contracts. 2

You may exercise any or all of your rights under (b) (1), (2) or (3) without further demand for additional collateral, or notice of sale or purchase, or other notice or advertisement. Any such sales or purchases may be made at your discretion on any exchange or other market where such business is usually transacted, or at public auction or private sale; and you may be the purchaser for your own account. It is understood that your giving of any prior demand or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of your right to sell or buy without any such demand, call or notice as herein provided. 7. Payment of Indebtedness Upon Demand The undersigned shall at all times be liable for the payment upon demand of any debit balance or other obligations owing in any of the accounts of the undersigned with you, and the undersigned shall be liable to you for any deficiency remaining in any such accounts in the event of the liquidation thereof, in whole or in part, by you or by the undersigned; and the undersigned shall make payment of such obligations and indebtedness upon demand. 8. Liability for Costs of Collection To the extent permitted by the laws of the State of New York, the reasonable costs and expenses of collection of the debit balance and any unpaid deficiency in the accounts of the undersigned with you, including but not limited to, attorney's fees incurred and payable or paid by you, shall be payable to you by the undersigned.

You may exercise any or all of your rights under (b) (1), (2) or (3) without further demand for additional collateral, or notice of sale or purchase, or other notice or advertisement. Any such sales or purchases may be made at your discretion on any exchange or other market where such business is usually transacted, or at public auction or private sale; and you may be the purchaser for your own account. It is understood that your giving of any prior demand or call or prior notice of the time and place of such sale or purchase shall not be considered a waiver of your right to sell or buy without any such demand, call or notice as herein provided. 7. Payment of Indebtedness Upon Demand The undersigned shall at all times be liable for the payment upon demand of any debit balance or other obligations owing in any of the accounts of the undersigned with you, and the undersigned shall be liable to you for any deficiency remaining in any such accounts in the event of the liquidation thereof, in whole or in part, by you or by the undersigned; and the undersigned shall make payment of such obligations and indebtedness upon demand. 8. Liability for Costs of Collection To the extent permitted by the laws of the State of New York, the reasonable costs and expenses of collection of the debit balance and any unpaid deficiency in the accounts of the undersigned with you, including but not limited to, attorney's fees incurred and payable or paid by you, shall be payable to you by the undersigned. 9. Pledge of Securities and Other Property All securities and other property now or hereafter held, carried or maintained by you in your possession or control in any of the accounts or the undersigned may be pledged and repledged by you from time to time without notice to the undersigned, either separately or in common with other such securities and other property, for any amount due in the accounts of the undersigned, or for any greater amount, and you may do so without retaining in your possession or under your control for delivery a like amount of similar securities or other property. 10. Lending Agreement In return for the extension or maintenance of any credit by you, the undersigned acknowledges and agrees that the securities in the undersigned's account, together with all attendant rights of ownership may be lent to you or lent out to others to the extent not prohibited by applicable laws, rules and regulations. In connection with such securities loans, and in connection with securities loans made to me to facilitate short sales, you may receive and retain certain benefits to which the undersigned will not be entitled. The undersigned understands that, in certain circumstances, such loans could limit the undersigned's ability to exercise voting rights, in whole or in part, with respect to the securities lent. 3

11. Presumption of Receipt of Communications Communications may be sent to the undersigned at the address of the undersigned or at such other address as the undersigned may hereafter give you in writing. All communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to the undersigned personally, whether actually received or not. 12. Accounts Carried as Clearing Broker If you are carrying the account of the undersigned as clearing broker by arrangement with another broker through whose courtesy the account of the undersigned has been introduced to you, then until receipt from the undersigned of written notice to the contrary, you may accept from such other broker, without inquiry or investigation by you (a) orders for the purchase or sale in said account of securities and other property on credit or otherwise, and (b) any other instructions concerning said account. You shall not be responsible or liable for any acts or omissions of such other broker or its employees. 13. Agreement to Arbitrate Controversies

11. Presumption of Receipt of Communications Communications may be sent to the undersigned at the address of the undersigned or at such other address as the undersigned may hereafter give you in writing. All communications so sent, whether by mail, telegraph, messenger or otherwise, shall be deemed given to the undersigned personally, whether actually received or not. 12. Accounts Carried as Clearing Broker If you are carrying the account of the undersigned as clearing broker by arrangement with another broker through whose courtesy the account of the undersigned has been introduced to you, then until receipt from the undersigned of written notice to the contrary, you may accept from such other broker, without inquiry or investigation by you (a) orders for the purchase or sale in said account of securities and other property on credit or otherwise, and (b) any other instructions concerning said account. You shall not be responsible or liable for any acts or omissions of such other broker or its employees. 13. Agreement to Arbitrate Controversies o Arbitration is final and binding on the parties. o The parties are waiving their right to seek remedies in court, including the right to jury trial. o Prearbitration discovery is generally more limited than and different from court proceedings. o The arbitrators' award is not required to include factual findings or legal reasoning and any party's right to appeal or to seek modification of rulings by the arbitrators is strictly limited. o The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry. The undersigned agrees that all controversies which may arise between us, including, but not limited to, those involving any transaction or the construction, performance or breach of this or any other agreement between us, whether entered into prior, on or subsequent to the date hereof, shall be determined by arbitration. Any arbitration under this agreement shall be conducted only before the New York Stock Exchange, Inc., the American Stock Exchange, Inc. or arbitration facility provided by any other exchange of which you are a member, the National Association of Securities Dealers, Inc. or the Municipal Securities Rulemaking Board, and in accordance with its arbitration rules then in force. The undersigned may elect in the first instance whether arbitration shall be conducted before the New York Stock Exchange, Inc., the American Stock Exchange, Inc., other exchanges of which you are a member, the National Association of Securities Dealers, Inc. or the Municipal Securities 4

Rulemaking Board, but if the undersigned fails to make such election, by registered letter or telegram addressed to you at the office where the undersigned maintains the account, before the expiration of five days after receipt of a written request from you to make such election, then you may make such election. Judgment upon the award of arbitrators may be entered in any court, state or federal, having jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action, or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 14. Joint and Several Liability If the undersigned shall consist of more than one person, their obligations under this agreement shall be joint and

Rulemaking Board, but if the undersigned fails to make such election, by registered letter or telegram addressed to you at the office where the undersigned maintains the account, before the expiration of five days after receipt of a written request from you to make such election, then you may make such election. Judgment upon the award of arbitrators may be entered in any court, state or federal, having jurisdiction. No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action, or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under this agreement except to the extent stated herein. 14. Joint and Several Liability If the undersigned shall consist of more than one person, their obligations under this agreement shall be joint and several. 15. Representation as to Capacity to Enter Into Agreement The undersigned represents that no one except the undersigned has an interest in the account or accounts of the undersigned with you. If a natural person, the undersigned represents that the undersigned is of full age, is not an employee of any exchange, nor of any corporation of which any exchange owns a majority of the capital stock, nor of a member of any exchange, nor of a member firm or member corporation registered on any exchange, nor of a bank, trust company, insurance company or any corporation, firm or individual engaged in the business of dealing either as broker or as principal in securities, bills of exchange, acceptances or other forms of commercial paper. If any of the foregoing representations is inaccurate or becomes inaccurate, the undersigned will promptly so advise you in writing. 16. Extraordinary Events You shall not be liable for loss caused directly or indirectly by government restrictions, exchange or market rulings, suspension of trading, war, strikes or other conditions beyond your control. 17. The Laws of the State of New York Govern This agreement and its enforcement shall be governed by the laws of the State of New York; and shall cover individually and collectively all accounts which the undersigned may open or reopen with you; and shall inure to the benefit of your successors, whether by merger, consolidation, or otherwise, and assigns, and you may transfer the accounts of the undersigned to your successors and assigns; and this agreement shall be binding upon the heirs, executors, administrators, successors and assigns of the undersigned. 5

18. Amendments The undersigned agrees that you shall have the right to amend this Agreement, by modifying or rescinding any of its existing provisions or by adding any new provision. Any such amendment shall be effective as of the date to be established by you, which shall not be earlier than thirty days after you send notification of any such amendment to the undersigned. 19. Separability If any provision or condition of this agreement shall be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein.

18. Amendments The undersigned agrees that you shall have the right to amend this Agreement, by modifying or rescinding any of its existing provisions or by adding any new provision. Any such amendment shall be effective as of the date to be established by you, which shall not be earlier than thirty days after you send notification of any such amendment to the undersigned. 19. Separability If any provision or condition of this agreement shall be held to be invalid or unenforceable by any court, or regulatory or self-regulatory agency or body, such invalidity or unenforceability shall attach only to such provision or condition. The validity of the remaining provisions and conditions shall not be affected thereby and this agreement shall be carried out as if any such invalid or unenforceable provision or condition were not contained herein. 20. Headings Are Descriptive The heading of each provision hereof is for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each such provision. CMA, CBA, and WCMA clients may have already signed and returned this agreement. If so, please disregard. BY SIGNING THIS AGREEMENT, THE UNDERSIGNED ACKNOWLEDGES: (1) THAT, IN ACCORDANCE WITH PARAGRAPH 13,THE UNDERSIGNED IS AGREEING IN ADVANCE TO ARBITRATE ANY CONTROVERSIES THAT MAY ARISE WITH YOU; (2) THAT, PURSUANT TO PARAGRAPH 10 ABOVE CERTAIN OF THE UNDERSIGNED'S SECURITIES MAY BE LOANED TO YOU OR LOANED OUT TO OTHERS; AND (3) RECEIPT OF A COPY OF THIS AGREEMENT. Fisher Communications, Inc.
By: Signature /s/ Warren J. Spector ------------------------------------Date 2/30/02 -------------

Title

Executive Vice President ------------------------------------------------------------(for special accounts, example Trustee) Date -----------------------------------------------

Signature Title

------------------------------------------------------------(for special accounts, example Co-Trustee)

Account No. 6

EXHIBIT 10.21 [LOGO] Merrill Lynch & Co. Equity Linked Capital Markets Variable Forward ("Prepaid Forward") on Common Shares of SAFECO Corporation This amended and restated Term Sheet, effective as of March 21, 2002, amends, restates, and supersedes the Term Sheet dated as of March 21, 2002

EXHIBIT 10.21 [LOGO] Merrill Lynch & Co. Equity Linked Capital Markets Variable Forward ("Prepaid Forward") on Common Shares of SAFECO Corporation This amended and restated Term Sheet, effective as of March 21, 2002, amends, restates, and supersedes the Term Sheet dated as of March 21, 2002
Prepaid Forward Seller: Fisher Communications, Inc. ("Counterparty") Merrill Lynch International ("MLI") Common Shares ("Shares") of SAFECO Corporation ("Issuer") (Security Symbol: SAFC, NASDAQ) Approximately 3,000,000 Shares (the "Number of Shares") in tranched maturities (subject to current volume limitations of Rule 144 under the Securities Act of 1933, as amended (the "Securities Act")); see the pricing chart attached hereto as Annex A ("Pricing Chart"). Notional Share Amount x Initial Price Counterparty may receive Proceeds in exchange for to deliver an amount (as below) of the Underlying Termination Date. March 21, 2002 The date on which the Initial Price is established (the last day of each hedge period per tranche). The exchange business day three (3) exchange business days immediately following the applicable Effective Date. Price: The average execution price per share of MLI's hedging activity, which is to occur in five (5) tranches. Each tranche hedge period shall not exceed five (5) exchange business days, unless the parties otherwise agree to extend such hedge period. The average of the closing prices per Share of the Underlying Stock on the two (2) exchange business days immediately prior to, and including, the Termination Date. See Pricing Chart. See Pricing Chart. Initial the obligation described Stock on the

Prepaid Forward Buyer: Underlying Stock:

Notional Share Amount:

Notional Dollar Amount: Prepaid Forward Description:

Trade Date: Effective Date:

Pledge Date:

Initial

Final Price:

Floor Price: Cap Price:

Participation Percentage: See Pricing Chart. -------------------------------------------------------------------------------Prepaid Forward Agreement --------------------------------------------------------------------------------

Initial Proceeds:

Expressed as a % of the Floor Price x Notional Share Amount (which shall constitute a Payment Amount if drawn by Counterparty). Notwithstanding the "Payments" provision below, (i) a draw down of the Initial Proceeds for each tranche may be made on the applicable Effective Date and (ii) written notice to MLI requesting such draw down of the Initial Proceeds with respect to the first tranche shall be delivered on the Trade Date and for each successive draw down on the Effective Date of the immediately preceding tranche; see Pricing Chart. If the Initial Proceeds are not drawn down in full by or on the Effective Date, Counterparty shall pay to MLI a premium in an amount determined by MLI in a commercially reasonable manner. Counterparty may from time to time elect for Payment Amounts to be paid to it by MLI and/or for Repayment Amounts to be paid to MLI by Counterparty, in accordance with the provisions set forth below.

Premium:

Payment Description:

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Payment Period: The period commencing on the date three (3) exchange business days after the Effective Date and ending on the Termination Date. Counterparty may from time to time during the Payment Period designate a date on which a "Payment Amount" (as defined below) will be paid as described herein. Such designation will be made by providing MLI with (i) at least seven (7) Currency Business Days' prior written notice of the Currency Business Day during the Payment Period (a "Payment Amount Date") on which such payment is to be made, and (ii) notice of the portion expressed as a USD amount of the Outstanding Notional Payment Amount for such Payment Amount Date (a "Payment Amount Portion"). Unless the Payment Amount Portion is equal to the entire Outstanding Notional Payment Amount on such Payment Amount Date, such Payment Amount Portion shall be equal to at least 20% of the Initial Notional Payment Amount. On each Payment Amount Date, MLI shall pay to Counterparty the Payment Amount. "Payment Amount" means an amount in USD equal to the present value on a Payment Amount Date of the related Payment Amount Portion (such present value to be determined by the Calculation Agent using a discount rate equal to the Rate for the period from, and including, such

Payments:

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets
Payment Period: The period commencing on the date three (3) exchange business days after the Effective Date and ending on the Termination Date. Counterparty may from time to time during the Payment Period designate a date on which a "Payment Amount" (as defined below) will be paid as described herein. Such designation will be made by providing MLI with (i) at least seven (7) Currency Business Days' prior written notice of the Currency Business Day during the Payment Period (a "Payment Amount Date") on which such payment is to be made, and (ii) notice of the portion expressed as a USD amount of the Outstanding Notional Payment Amount for such Payment Amount Date (a "Payment Amount Portion"). Unless the Payment Amount Portion is equal to the entire Outstanding Notional Payment Amount on such Payment Amount Date, such Payment Amount Portion shall be equal to at least 20% of the Initial Notional Payment Amount. On each Payment Amount Date, MLI shall pay to Counterparty the Payment Amount. "Payment Amount" means an amount in USD equal to the present value on a Payment Amount Date of the related Payment Amount Portion (such present value to be determined by the Calculation Agent using a discount rate equal to the Rate for the period from, and including, such Payment Amount Date to, but excluding, the Settlement Date (the "Payment Calculation Period"), plus the Spread Amount as set forth on the Pricing Chart. Notwithstanding any provision in this Agreement to the contrary, if at any time during the Term of this Transaction any obligation (whether present or future, contingent or otherwise) is owed by Counterparty to Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("MLPFS") (such obligation, a "Loan Obligation") in respect of borrowed money ("Counterparty Loan"), Counterparty shall be deemed to have requested at such time a Payment Amount Portion equal to the entire Outstanding Notional Payment Amount, or if the related Payment Amount of the Outstanding Notional Payment Amount is greater than the Loan Obligation, a Payment Amount Portion with a related Payment Amount equal to the Loan Obligation. Such Payment Amount will not be paid to Counterparty on the related Payment Date, but instead shall be paid to MLPFS in satisfaction of all or part of such Loan Obligation. Counterparty hereby irrevocably authorizes and instructs MLI to use any such Payment Amount solely to satisfy, in whole or in

Payments:

Amount solely to satisfy, in whole or in part, on behalf of Counterparty, any Loan Obligation. Initial Notional Payment Amount: Outstanding Notional Payment Amount: The Number of Shares x Floor Price

An amount in USD equal to the excess, if any, of (i) the Initial Notional Payment Amount over (ii) (a) the sum of the Payment Amount Portions for all Payment Amount Dates occurring prior to such date (the "Prepaid Notional Amount") less (b) the sum of all prior Repayment Amounts. Counterparty may from time to time during the Payment Period designate a date on which all or a portion of the Prepaid Notional Amount will be re-paid to MLI as described herein. Such designation will be made by providing MLI with (i) at least seven (7) Currency Business Days' prior written notice of the Currency Business Day during the Payment Period (a "Repayment Date") on which such payment is to be made, and (ii) notice of the portion expressed as a USD amount of the Prepaid Notional Amount to be repaid on such Repayment Date (a "Repayment Amount"). Unless the Repayment Amount is equal to the entire Outstanding Notional Payment Amount on such Repayment Date, such Repayment Amount shall be equal to at least 20% of the Initial Notional Payment Amount. On the Repayment Date, Counterparty shall pay to MLI an amount in USD equal to (i) the present value on such Repayment Date of the related Repayment Amount (such present value to be

Repayments:

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determined by the Calculation Agent using a discount rate equal to the Rate for the period from, and including, such Repayment Date, to but excluding, the Settlement Date (the "Repayment Calculation Period"), plus the Spread Amount as set forth on the Pricing Chart) plus (ii) any breakage costs. Rate: If the Payment Calculation Period or the Repayment Calculation Period, as applicable, is (i) equal to or less than 360 calendar days, the rate shall be the zero coupon rate derived from the prevailing LIBOR curve that appears on page IYC1 I5Z of Bloomberg. If such rate does not appear on page IYC1 I5Z of Bloomberg, the rate will be determined as if the parties had specified "USD-LIBOR-BBA", or (ii) greater than 360 calendar days, the rate shall be the zero coupon rate derived from the prevailing rate curve that appears on page IYC1 I5Z of Bloomberg. If such rate

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets
determined by the Calculation Agent using a discount rate equal to the Rate for the period from, and including, such Repayment Date, to but excluding, the Settlement Date (the "Repayment Calculation Period"), plus the Spread Amount as set forth on the Pricing Chart) plus (ii) any breakage costs. Rate: If the Payment Calculation Period or the Repayment Calculation Period, as applicable, is (i) equal to or less than 360 calendar days, the rate shall be the zero coupon rate derived from the prevailing LIBOR curve that appears on page IYC1 I5Z of Bloomberg. If such rate does not appear on page IYC1 I5Z of Bloomberg, the rate will be determined as if the parties had specified "USD-LIBOR-BBA", or (ii) greater than 360 calendar days, the rate shall be the zero coupon rate derived from the prevailing rate curve that appears on page IYC1 I5Z of Bloomberg. If such rate does not appear on page IYC1 I5Z of Bloomberg, the rate will be determined as if the parties had specified "USD-ISDA-Swap Rate", in each case, (x) on a semi-annual basis, (y) with a Day Count Fraction (as defined in the 2000 ISDA Definitions) equal to Actual/360, and (z) interpolated as necessary to account for the actual number of calendar days within such Payment Calculation Period or Repayment Calculation Period, as reasonably determined by the Calculation Agent. Approximately 2,220,000 Shares of the Underlying Stock, which is equivalent to the Notional Share Amount multiplied by the respective Initial Hedge Delta Ratio; see Pricing Chart. Effective Date + Term; see Pricing Chart.

Initial Hedge Shares ("Delta"):

Termination Date:

Other Provisions

Dividend Adjustment:

In the event the issuer of the Underlying Stock makes a change in dividends payable on the Underlying Stock, Counterparty shall notify MLI of its election either: (i) to have the Calculation Agent adjust the Cap Price in a commercially reasonable manner to reflect the cumulative impact of such change or (ii) to pay MLI a US dollar amount (determined by the Calculation Agent) three (3) exchange business days after each applicable dividend payment date as determined by the Calculation Agent.

Settlement:

Physical Settlement: Counterparty may elect to satisfy its forward obligation by delivering registered, unrestricted and freely transferable physical Shares. Cash Settlement: Counterparty may elect to satisfy its forward obligation in cash.

Settlement Date:

Three (3) exchange business days after the Termination Date. A. On the Settlement Date, MLI shall pay to Counterparty an amount in cash equal to the Outstanding Notional Payment Amount ("MLI Settlement Obligation"); and B. Counterparty shall deliver to MLI a number of Shares equal to the Number of Shares multiplied by the Variability Factor ("Counterparty Settlement Shares").

Physical Settlement:

Variability Factor:

A factor calculated by the Calculation Agent on the Termination Date based on one of the following three scenarios (as applicable): Scenario 1: If the Final Price is less than the Floor Price then:

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[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets
Scenario 2: If the Final Price is greater than the Cap Price, then: Floor Price + ((Final Price Cap Price) x (1 - Participation Percentage)) / Final Price Scenario 3: If the Final Price is greater than Floor Price and less than the Cap Price, then: Floor Price / Final Price Cash Settlement: If the Cash Settlement Amount is a positive number, MLI will pay the Cash Settlement Amount to Counterparty. If the Cash Settlement Amount is a negative number, Counterparty will pay the absolute value of the Cash Settlement Amount to MLI. Such amounts will be paid on the Settlement Date. Cash Settlement Amount: An amount determined by the Calculation

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets
Scenario 2: If the Final Price is greater than the Cap Price, then: Floor Price + ((Final Price Cap Price) x (1 - Participation Percentage)) / Final Price Scenario 3: If the Final Price is greater than Floor Price and less than the Cap Price, then: Floor Price / Final Price Cash Settlement: If the Cash Settlement Amount is a positive number, MLI will pay the Cash Settlement Amount to Counterparty. If the Cash Settlement Amount is a negative number, Counterparty will pay the absolute value of the Cash Settlement Amount to MLI. Such amounts will be paid on the Settlement Date. Cash Settlement Amount: An amount determined by the Calculation Agent on the Termination Date based on the following formula: MLI Settlement Obligation Counterparty Cash Settlement Amount; Where, "Counterparty Cash Settlement Amount" means: Counterparty Settlement Shares x Final Price Buyer Early Termination: Upon the occurrence of an Event of Default, Termination Event or a Stock Borrow Event, MLI shall have the right to cause immediate settlement of this transaction. On or prior to the Trade Date, Counterparty shall deliver and shall thereafter continually maintain with MLI or its custodian ("Custodian") during the Term of this Transaction, 3,000,000 Shares and a stock transfer power related thereto (such Shares, the "Collateral"). Counterparty represents that (i) it is the legal and record owner of all Collateral free of all liens, claims, equities, and encumbrances, (ii) it has the power and has obtained all of the necessary consents and approvals to grant to MLI a legal, valid, binding and enforceable first priority security interest in, and lien on, the Collateral and (iii) the pledge of the Collateral to MLI hereunder shall not breach any

Collateral:

to MLI hereunder shall not breach any covenant in any agreement or contract entered into by Counterparty or any Affiliate thereof. Throughout the term of this transaction, Counterparty hereby grants MLI a first-priority security interest in, and a first-priority lien on, the Collateral for its obligations under this Transaction and the Agreement; provided, however, that if any Counterparty Loan is outstanding at any time from and including the Trade Date to but excluding the third exchange business day immediately following the Effective Date, MLI's security interest will be subordinate to any security interest and/or lien on the Collateral granted in favor of MLPFS in connection with such Counterparty Loan. Notwithstanding Section 9-207 of the New York Uniform Commerical Code, MLI will have the right to (i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business, any Collateral it holds free from any claim or right of any nature whatsoever of Counterparty, including any equity or right of redemption by Counterparty ("Use of Collateral"), provided that MLI shall not have Use of Collateral five exchange business days

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following the effectiveness of notice from Counterparty to MLI restricting MLI's Use of Collateral , and (ii) register any Collateral in the name of MLI, its Custodian or a nominee for either. For the avoidance of doubt, nothing in the foregoing is intended to restrict or impede in any way MLI's ability to foreclose, sell, dispose of, or otherwise exercise its rights and remedies with respect to the Collateral upon a Counterparty Event of Default, Termination Event. Collateral Agent: Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("Merrill Lynch") MLI Events of Default and Termination Events as set forth in Section 5 of the ISDA Master Agreement; provided, however, that for the sole purpose of this transaction and provided that no other transactions under the ISDA Master Agreement other than this transaction or other substantially similar variable forward sale transactions shall be outstanding between Counterparty and MLI, (i) the "Cross Default" provisions of Section 5(a)(vi) of the Agreement will not apply to MLI and will apply to

Calculation Agent: Events of Default; Termination Events:

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets
following the effectiveness of notice from Counterparty to MLI restricting MLI's Use of Collateral , and (ii) register any Collateral in the name of MLI, its Custodian or a nominee for either. For the avoidance of doubt, nothing in the foregoing is intended to restrict or impede in any way MLI's ability to foreclose, sell, dispose of, or otherwise exercise its rights and remedies with respect to the Collateral upon a Counterparty Event of Default, Termination Event. Collateral Agent: Merrill Lynch, Pierce, Fenner & Smith, Incorporated ("Merrill Lynch") MLI Events of Default and Termination Events as set forth in Section 5 of the ISDA Master Agreement; provided, however, that for the sole purpose of this transaction and provided that no other transactions under the ISDA Master Agreement other than this transaction or other substantially similar variable forward sale transactions shall be outstanding between Counterparty and MLI, (i) the "Cross Default" provisions of Section 5(a)(vi) of the Agreement will not apply to MLI and will apply to Counterparty, and for such purpose, "Specified Indebtedness" means solely any Counterparty Loan and the "Threshold Amount" means zero and (ii) the "Credit Event Upon Merger" provisions of Section 5(b)(iv) of the Agreement will not apply to Counterparty and will not apply to MLI. The occurrence of a Hedging Disruption Event shall constitute an Additional Termination Event with respect to Counterparty, giving MLI the right to designate an Early Termination Date in respect of this Transaction. For this purpose, "Hedging Disruption Event" means (i) any inability of MLI due to market illiquidity, Illegality (as defined in the Agreement, but with respect to the transaction hedge) or lack of availability of third-party institutional stock lenders or MLI is otherwise unable to borrow the Shares, to establish, re-establish or maintain any hedging transaction(s) necessary in the normal course of MLI's business of hedging the price and market risk of entering into and performing under the Transaction, provided that if MLI is able to borrow Shares from MLPFS under the Counterparty Loan or from Counterparty (including by way of rehypothecation as contemplated in the Collateral provison hereunder) this clause (i) shall not apply; or (ii) an increase in the cost of borrowing the Shares (from an entity other than Counterparty) and Counterparty's failure

Calculation Agent: Events of Default; Termination Events:

Stock Borrow Event:

Counterparty) and Counterparty's failure to agree (within five Business Days of its receipt of written notice from MLI in this regard) to adjustments to the terms of the Transaction as the Calculation Agent, in its reasonable discretion, deems necessary to compensate MLI for such increase in costs, including, without limitation, costs incurred by MLI during such five Business Day period.

Representations and Acknowledgements:

.

Counterparty (i) has such knowledge and experience in financial and business affairs as to be capable of evaluating the merits and risks of entering into the Transaction; (ii) has consulted with its own legal, financial, accounting and tax advisors in connection with the Transaction; (iii) is entering into the Transaction for a bona fide business purpose to hedge an existing position; and (iv) acknowledges that in return for downside protection against a decline in the market price of the Shares below the Floor Price, Counterparty is foregoing, in part, the upside value of an increase in the market price of the Shares above the Cap Price. Neither Counterparty nor any person who would be considered to be the same "person" (as such term is used in Rule 144(a)(2) under the Securities Act has sold any Shares (or security entitlements in respect thereof) or hedged (through swaps, options, short sales or otherwise) any long position in the Shares (or security entitlements in respect thereof), including any sales pursuant to an agreement to act in concert by such persons for the purpose of selling such Shares, during the preceding three (3) months prior to the Trade Date of this Transaction. Counterparty covenants and agrees that until the last Effective Date, it will not sell, nor will it permit any person to sell, Shares without the prior written consent of MLI. The Shares shall be deemed to include securities convertible into or exchangeable or exercisable for Shares and any other security or instrument that would be subject to aggregation under Rule 144(e) under the Securities Act.

.

5

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets
. As of the Trade Date, Counterparty

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets
. As of the Trade Date, Counterparty owns 3,002,376 Shares. Counterparty acknowledges and agrees that (i) it has not taken and will not take any action that would cause any sale deemed to be made under the Interpretive Letter (as defined below) to exceed the volume limitation of Rule 144(e), (ii) it has not taken and will not take any action that could cause any sale deemed to be made under the Interpretive Letter to fail to meet all applicable requirements of Rule 144 and (iii) on the Trade Date of this Transaction it has transmitted a Form 144 for filing with the Securities and Exchange Commission. Counterparty covenants that it will send to MLI via facsimile a copy of each Form 144 and each filing under Section 13 or 16 of the Securities and Exchange Act relating to this Transaction concurrently with filing or transmission for filing, as the case may be, of such form to or with the SEC. Counterparty does not know or have any reason to believe that the Issuer has not complied with the reporting requirements of Rule 144. Counterparty shall file the appropriate Form 144 concurrently with the execution of this Term Sheet pursuant to the interpretive letter from the SEC to Goldman, Sachs & Co. dated December 20, 1999 (the "Interpretive Letter"). The parties shall further comply with all additional terms the Interpretive Letter. The directors, officers and/or employees of Counterparty ("Contract Persons") who are directly or indirectly involved with the negotiation, execution and delivery of this Agreement and the performance of the transactions contemplated by this Agreement have no material, nonpublic information in respect of the Issuer. Counterparty further represents that (1) it has established and implemented written policies and procedures to ensure that no Contract Person will violate federal and state securities laws prohibiting the purchase or sale of securities on the basis of material nonpublic information in connection with this transaction and (2) if any third-party cause of action asserts that Counterparty has violated such federal and state securities laws, Counterparty may

.

.

.

.

securities laws, Counterparty may duly and in good faith assert in its responsive pleading an affirmative defense under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. . Counterparty represents that all proceeds from the Counterparty Loan and any other credit facility entered into by Counterparty as of the date hereof through and including March 31, 2002 shall be used to satisfy in full all outstanding payment obligations (principal, interest or otherwise) of Counterparty pursuant to (i) the Credit Agreement dated as of May 26, 1998 among Counterparty, Bank of America, N.A., and U.S. Bank National Association, as lenders, and Bank of America, N.A., as administrative agent, as amended; and (ii) the Credit Agreement dated as of June 24, 1999 among Counterparty, the various lenders thereto, Bank of America, N.A., as administrative agent, and Credit Suisse First Boston, as syndication agent, as amended. A breach of this representation shall constitute an Additional Termination Event with respect to Counterparty with Counterparty as the Affected Party, giving MLI a right to designate an Early Termination Date (as defined in the ISDA Master Agreement). Counterparty is not insolvent. The parties intend for the transaction to qualify for applicable bankruptcy safe-harbor treatment as more fully set forth in MLI's standard Confirmation. Counterparty shall make such further representations and acknowledgments as are contained in MLI's standard Confirmation.

. .

.

Documentation:

ISDA Master Agreement, Schedule to the ISDA, and Transaction Confirmation. Except as specifically modified below, until we enter into an ISDA Master Agreement and a

6

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets
Confirmation for this Transaction, this Term Sheet shall (i) constitute a complete binding agreement between us as to the terms and conditions of the Transaction to which this Term Sheet relates, and (ii) supplement, form a part of, and be subject to an agreement in the form of the ISDA Master Agreement

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets
Confirmation for this Transaction, this Term Sheet shall (i) constitute a complete binding agreement between us as to the terms and conditions of the Transaction to which this Term Sheet relates, and (ii) supplement, form a part of, and be subject to an agreement in the form of the ISDA Master Agreement (without any Schedule thereto) as if we had actually executed an agreement in such form. Underlying Stock Merger Event: . Share-for-Share Consideration: The share consideration will be substituted for the underlying Shares on the exchange business day following the business combination or other similar event ("Merger Event) with mutually agreed upon commercially reasonable adjustments to the transaction terms to preserve the economics of the transaction as originally bargained for pursuant to the terms stated herein, provided that after the Merger Event, MLI shall be permitted to elect to cancel the transaction and pay or receive the value thereof ("Cancellation and Payment") within three (3) exchange business days of such Merger Event. Share for Other Consideration: Cancellation and Payment on the business day following the Merger Event. Share for Combined Consideration: As soon as practicable but not to exceed three (3) exchange business days after the Merger Event has occurred, the parties shall mutually agree upon appropriate adjustments to the terms of the transaction and, if the parties are unable to so agree, Cancellation and Payment shall apply. Counterparty agrees to indemnify MLI for any losses arising from Counterparty's failure to perform its obligations hereunder, including any failure to enter into the definitive documentation described in "Documentation" above. Counterparty further agrees to indemnify MLI and its Affiliates and their respective directors, officers, agents and controlling parties (MLI and each such person being an "Indemnified Party") from and against any and all losses, claims, damages and liabilities, joint and several, to which such Indemnified Party may become subject under, in connection with, relating to, or arising out of, this Agreement or Transaction with respect to any applicable securities laws and will reimburse

.

.

Indemnity:

.

securities laws and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and reasonable expenses) as they are incurred in connection with the investigation of, preparation for, or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto. Counterparty will not be liable under this Indemnity paragraph to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court to have resulted from MLI's gross negligence, fraud, bad faith and/or willful misconduct.

7

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets This term sheet serves as the agreement between Counterparty and MLI during the initial hedge period of the above transaction until a formal confirmation can be executed. Counterparty also represents to MLI that it is not relying on any communication (written or oral) of MLI as investment advice or as a recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received by Counterparty from MLI shall be deemed to be an assurance or guarantee as to the expected results of this Transaction. Counterparty represents and warrants that it is legally and financially able to enter into the above transaction and that the signatory to this document is authorized to transact on Counterparty's behalf.
For Fisher Communications Inc. By: /s/ Warren Spector -------------------------------For Merrill Lynch International By: /s/ Vivian Jackson --------------------------------

Warren Spector ------------------------------------Print Name

Vivian Jackson ------------------------------------Print Name

Exec. V.P. ------------------------------------Title March 27, 2002 ------------------------------------Date

V.P. ------------------------------------Title March 27, 2002 ------------------------------------Date

8

Exhibit 10.22

CREDIT AGREEMENT

[LOGO] Merrill Lynch & Co. Equity Linked Capital Markets This term sheet serves as the agreement between Counterparty and MLI during the initial hedge period of the above transaction until a formal confirmation can be executed. Counterparty also represents to MLI that it is not relying on any communication (written or oral) of MLI as investment advice or as a recommendation to enter into this Transaction, it being understood that information and explanations related to the terms and conditions of this Transaction shall not be considered investment advice or a recommendation to enter into this Transaction. No communication (written or oral) received by Counterparty from MLI shall be deemed to be an assurance or guarantee as to the expected results of this Transaction. Counterparty represents and warrants that it is legally and financially able to enter into the above transaction and that the signatory to this document is authorized to transact on Counterparty's behalf.
For Fisher Communications Inc. By: /s/ Warren Spector -------------------------------For Merrill Lynch International By: /s/ Vivian Jackson --------------------------------

Warren Spector ------------------------------------Print Name

Vivian Jackson ------------------------------------Print Name

Exec. V.P. ------------------------------------Title March 27, 2002 ------------------------------------Date

V.P. ------------------------------------Title March 27, 2002 ------------------------------------Date

8

Exhibit 10.22

CREDIT AGREEMENT among FISHER BROADCASTING COMPANY, as Borrower, ITS DOMESTIC SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, FIRST UNION NATIONAL BANK, as Administrative Agent, BANK OF AMERICA, N.A. and

Exhibit 10.22

CREDIT AGREEMENT among FISHER BROADCASTING COMPANY, as Borrower, ITS DOMESTIC SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors, THE LENDERS PARTIES HERETO, FIRST UNION NATIONAL BANK, as Administrative Agent, BANK OF AMERICA, N.A. and THE BANK OF NEW YORK, as Co-Syndication Agents, and NATIONAL CITY BANK, as Documentation Agent Dated as of March 21, 2002 FIRST UNION SECURITIES, INC., d/b/a WACHOVIA SECURITIES, and BANC OF AMERICA SECURITIES LLC, as Joint Book Runners and Co-Lead Arrangers

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS................................................................................... Section 1.1 Defined Terms...................................................................... -----------------------------------------------------------------------------------------------Section 1.2 Other Definitional Provisions...................................................... -----------------------------------------------------------------------------------------------Section 1.3 Accounting Terms................................................................... -----------------------------------------------------------------------------------------------ARTICLE II THE LOANS; AMOUNT AND TERMS.................................................................. Section 2.1 Revolving Loans.................................................................... -----------------------------------------------------------------------------------------------Section 2.2 Tranche A Term Loans............................................................... -----------------------------------------------------------------------------------------------Section 2.3 Tranche B Term Loans............................................................... -----------------------------------------------------------------------------------------------Section 2.4 Incremental Facilities.............................................................

TABLE OF CONTENTS

DEFINITIONS................................................................................... Section 1.1 Defined Terms...................................................................... -----------------------------------------------------------------------------------------------Section 1.2 Other Definitional Provisions...................................................... -----------------------------------------------------------------------------------------------Section 1.3 Accounting Terms................................................................... -----------------------------------------------------------------------------------------------ARTICLE II THE LOANS; AMOUNT AND TERMS.................................................................. Section 2.1 Revolving Loans.................................................................... -----------------------------------------------------------------------------------------------Section 2.2 Tranche A Term Loans............................................................... -----------------------------------------------------------------------------------------------Section 2.3 Tranche B Term Loans............................................................... -----------------------------------------------------------------------------------------------Section 2.4 Incremental Facilities............................................................. -----------------------------------------------------------------------------------------------Section 2.5 Letter of Credit Subfacility....................................................... -----------------------------------------------------------------------------------------------Section 2.6 Fees............................................................................... -----------------------------------------------------------------------------------------------Section 2.7 Commitment Reductions.............................................................. -----------------------------------------------------------------------------------------------Section 2.8 Prepayments........................................................................ -----------------------------------------------------------------------------------------------Section 2.9 Minimum Principal Amount of Loans and Tranches; Lending Offices.................... -----------------------------------------------------------------------------------------------Section 2.10 Default Rate and Payment Dates..................................................... -----------------------------------------------------------------------------------------------Section 2.11 Conversion Options................................................................. -----------------------------------------------------------------------------------------------Section 2.12 Computation of Interest and Fees................................................... -----------------------------------------------------------------------------------------------Section 2.13 Pro Rata Treatment and Payments.................................................... -----------------------------------------------------------------------------------------------Section 2.14 Non-Receipt of Funds by the Administrative Agent................................... -----------------------------------------------------------------------------------------------Section 2.15 Inability to Determine Interest Rate............................................... -----------------------------------------------------------------------------------------------Section 2.16 Illegality......................................................................... -----------------------------------------------------------------------------------------------Section 2.17 Requirements of Law................................................................ -----------------------------------------------------------------------------------------------Section 2.18 Indemnity.......................................................................... -----------------------------------------------------------------------------------------------Section 2.19 Taxes.............................................................................. -----------------------------------------------------------------------------------------------Section 2.20 Indemnification; Nature of Issuing Lender's Duties................................. -----------------------------------------------------------------------------------------------ARTICLE III REPRESENTATIONS AND WARRANTIES.............................................................. Section 3.1 Financial Condition................................................................ -----------------------------------------------------------------------------------------------Section 3.2 No Change.......................................................................... -----------------------------------------------------------------------------------------------Section 3.3 Corporate Existence................................................................ -----------------------------------------------------------------------------------------------Section 3.4 Corporate Power; Authorization; Enforceable Obligations............................ -----------------------------------------------------------------------------------------------Section 3.5 Compliance with Laws; No Conflict; No Default...................................... -----------------------------------------------------------------------------------------------Section 3.6 No Material Litigation............................................................. -----------------------------------------------------------------------------------------------Section 3.7 Investment Company Act; PUHCA...................................................... -----------------------------------------------------------------------------------------------Section 3.8 Margin Regulations................................................................. -----------------------------------------------------------------------------------------------Section 3.9 ERISA.............................................................................. -----------------------------------------------------------------------------------------------Section 3.10 Environmental Matters.............................................................. -----------------------------------------------------------------------------------------------Section 3.11 Purpose of Loans................................................................... -----------------------------------------------------------------------------------------------Section 3.12 Subsidiaries....................................................................... -----------------------------------------------------------------------------------------------Section 3.13 Ownership.......................................................................... ------------------------------------------------------------------------------------------------

ARTICLE I

Section 3.14 Indebtedness....................................................................... -----------------------------------------------------------------------------------------------Section 3.15 Taxes.............................................................................. -----------------------------------------------------------------------------------------------Section 3.16 Intellectual Property Rights....................................................... -----------------------------------------------------------------------------------------------Section 3.17 Solvency........................................................................... -----------------------------------------------------------------------------------------------Section 3.18 Investments........................................................................ ------------------------------------------------------------------------------------------------

i
Section 3.19 Location of Collateral............................................................. -----------------------------------------------------------------------------------------------Section 3.20 No Burdensome Restrictions......................................................... -----------------------------------------------------------------------------------------------Section 3.21 Labor Matters...................................................................... -----------------------------------------------------------------------------------------------Section 3.22 Accuracy and Completeness of Information........................................... -----------------------------------------------------------------------------------------------Section 3.23 Material Contracts................................................................. -----------------------------------------------------------------------------------------------Section 3.24 FCC and Station Matters............................................................ -----------------------------------------------------------------------------------------------ARTICLE IV CONDITIONS PRECEDENT......................................................................... Section 4.1 Closing Conditions................................................................. -----------------------------------------------------------------------------------------------Section 4.2 Conditions to All Extensions of Credit............................................. -----------------------------------------------------------------------------------------------ARTICLE V AFFIRMATIVE COVENANTS......................................................................... Section 5.1 Financial Statements............................................................... -----------------------------------------------------------------------------------------------Section 5.2 Certificates; Other Information.................................................... -----------------------------------------------------------------------------------------------Section 5.3 Payment of Taxes and Other Obligations............................................. -----------------------------------------------------------------------------------------------Section 5.4 Conduct of Business and Maintenance of Existence................................... -----------------------------------------------------------------------------------------------Section 5.5 Maintenance of Property; Insurance................................................. -----------------------------------------------------------------------------------------------Section 5.6 Inspection of Property; Books and Records; Discussions............................. -----------------------------------------------------------------------------------------------Section 5.7 Notices............................................................................ -----------------------------------------------------------------------------------------------Section 5.8 Environmental Laws................................................................. -----------------------------------------------------------------------------------------------Section 5.9 Financial Covenants................................................................ -----------------------------------------------------------------------------------------------Section 5.10 Additional Guarantors.............................................................. -----------------------------------------------------------------------------------------------Section 5.11 Compliance with Law................................................................ -----------------------------------------------------------------------------------------------Section 5.12 Pledged Assets..................................................................... -----------------------------------------------------------------------------------------------Section 5.13 Hedging Agreements................................................................. -----------------------------------------------------------------------------------------------Section 5.14 Covenants Regarding Patents, Trademarks and Copyrights............................. -----------------------------------------------------------------------------------------------Section 5.15 Leases; Landlord Consent Letters................................................... -----------------------------------------------------------------------------------------------Section 5.16 Deposit and Securities Accounts.................................................... -----------------------------------------------------------------------------------------------Section 5.17 Fisher Plaza Lease................................................................. -----------------------------------------------------------------------------------------------Section 5.18 Wholly-Owned Subsidiaries.......................................................... -----------------------------------------------------------------------------------------------Section 5.19 Post-Closing Requirement........................................................... -----------------------------------------------------------------------------------------------ARTICLE VI NEGATIVE COVENANTS........................................................................... Section 6.1 Indebtedness....................................................................... -----------------------------------------------------------------------------------------------Section 6.2 Liens.............................................................................. -----------------------------------------------------------------------------------------------Section 6.3 Guaranty Obligations............................................................... -----------------------------------------------------------------------------------------------Section 6.4 Nature of Business................................................................. ------------------------------------------------------------------------------------------------

Section 3.19 Location of Collateral............................................................. -----------------------------------------------------------------------------------------------Section 3.20 No Burdensome Restrictions......................................................... -----------------------------------------------------------------------------------------------Section 3.21 Labor Matters...................................................................... -----------------------------------------------------------------------------------------------Section 3.22 Accuracy and Completeness of Information........................................... -----------------------------------------------------------------------------------------------Section 3.23 Material Contracts................................................................. -----------------------------------------------------------------------------------------------Section 3.24 FCC and Station Matters............................................................ -----------------------------------------------------------------------------------------------ARTICLE IV CONDITIONS PRECEDENT......................................................................... Section 4.1 Closing Conditions................................................................. -----------------------------------------------------------------------------------------------Section 4.2 Conditions to All Extensions of Credit............................................. -----------------------------------------------------------------------------------------------ARTICLE V AFFIRMATIVE COVENANTS......................................................................... Section 5.1 Financial Statements............................................................... -----------------------------------------------------------------------------------------------Section 5.2 Certificates; Other Information.................................................... -----------------------------------------------------------------------------------------------Section 5.3 Payment of Taxes and Other Obligations............................................. -----------------------------------------------------------------------------------------------Section 5.4 Conduct of Business and Maintenance of Existence................................... -----------------------------------------------------------------------------------------------Section 5.5 Maintenance of Property; Insurance................................................. -----------------------------------------------------------------------------------------------Section 5.6 Inspection of Property; Books and Records; Discussions............................. -----------------------------------------------------------------------------------------------Section 5.7 Notices............................................................................ -----------------------------------------------------------------------------------------------Section 5.8 Environmental Laws................................................................. -----------------------------------------------------------------------------------------------Section 5.9 Financial Covenants................................................................ -----------------------------------------------------------------------------------------------Section 5.10 Additional Guarantors.............................................................. -----------------------------------------------------------------------------------------------Section 5.11 Compliance with Law................................................................ -----------------------------------------------------------------------------------------------Section 5.12 Pledged Assets..................................................................... -----------------------------------------------------------------------------------------------Section 5.13 Hedging Agreements................................................................. -----------------------------------------------------------------------------------------------Section 5.14 Covenants Regarding Patents, Trademarks and Copyrights............................. -----------------------------------------------------------------------------------------------Section 5.15 Leases; Landlord Consent Letters................................................... -----------------------------------------------------------------------------------------------Section 5.16 Deposit and Securities Accounts.................................................... -----------------------------------------------------------------------------------------------Section 5.17 Fisher Plaza Lease................................................................. -----------------------------------------------------------------------------------------------Section 5.18 Wholly-Owned Subsidiaries.......................................................... -----------------------------------------------------------------------------------------------Section 5.19 Post-Closing Requirement........................................................... -----------------------------------------------------------------------------------------------ARTICLE VI NEGATIVE COVENANTS........................................................................... Section 6.1 Indebtedness....................................................................... -----------------------------------------------------------------------------------------------Section 6.2 Liens.............................................................................. -----------------------------------------------------------------------------------------------Section 6.3 Guaranty Obligations............................................................... -----------------------------------------------------------------------------------------------Section 6.4 Nature of Business................................................................. -----------------------------------------------------------------------------------------------Section 6.5 Consolidation, Merger, Sale or Purchase of Assets, etc............................. -----------------------------------------------------------------------------------------------Section 6.6 Advances, Investments and Loans.................................................... -----------------------------------------------------------------------------------------------Section 6.7 Transactions with Affiliates; Allocation of Overhead............................... -----------------------------------------------------------------------------------------------Section 6.8 Ownership of Subsidiaries; Restrictions............................................ -----------------------------------------------------------------------------------------------Section 6.9 Fiscal Year; Organizational Documents; Material Contracts.......................... -----------------------------------------------------------------------------------------------Section 6.10 Limitation on Restricted Actions................................................... -----------------------------------------------------------------------------------------------Section 6.11 Restricted Payments................................................................ -----------------------------------------------------------------------------------------------Section 6.12 Prepayments of Indebtedness, etc...................................................

-----------------------------------------------------------------------------------------------Section 6.13 Sale Leasebacks.................................................................... -----------------------------------------------------------------------------------------------Section 6.14 No Further Negative Pledges........................................................ -----------------------------------------------------------------------------------------------Section 6.15 FCC Licenses....................................................................... -----------------------------------------------------------------------------------------------Section 6.16 Activities of the Parent........................................................... ------------------------------------------------------------------------------------------------

ii
ARTICLE VII EVENTS OF DEFAULT........................................................................... Section 7.1 Events of Default.................................................................. -----------------------------------------------------------------------------------------------Section 7.2 Acceleration; Remedies............................................................. -----------------------------------------------------------------------------------------------ARTICLE VIII THE ADMINISTRATIVE AGENT................................................................... Section 8.1 Appointment........................................................................ -----------------------------------------------------------------------------------------------Section 8.2 Delegation of Duties............................................................... -----------------------------------------------------------------------------------------------Section 8.3 Exculpatory Provisions............................................................. -----------------------------------------------------------------------------------------------Section 8.4 Reliance by Administrative Agent................................................... -----------------------------------------------------------------------------------------------Section 8.5 Notice of Default.................................................................. -----------------------------------------------------------------------------------------------Section 8.6 Non-Reliance on Administrative Agent and Other Lenders............................. -----------------------------------------------------------------------------------------------Section 8.7 Indemnification.................................................................... -----------------------------------------------------------------------------------------------Section 8.8 The Administrative Agent in Its Individual Capacity................................ -----------------------------------------------------------------------------------------------Section 8.9 Successor Administrative Agent..................................................... -----------------------------------------------------------------------------------------------Section 8.10 Other Agents....................................................................... -----------------------------------------------------------------------------------------------ARTICLE IX MISCELLANEOUS................................................................................ Section 9.1 Amendments, Waivers and Release of Collateral...................................... -----------------------------------------------------------------------------------------------Section 9.2 Notices............................................................................ -----------------------------------------------------------------------------------------------Section 9.3 No Waiver; Cumulative Remedies..................................................... -----------------------------------------------------------------------------------------------Section 9.4 Survival of Representations and Warranties......................................... -----------------------------------------------------------------------------------------------Section 9.5 Payment of Expenses and Taxes...................................................... -----------------------------------------------------------------------------------------------Section 9.6 Successors and Assigns; Participations; Purchasing Lenders......................... -----------------------------------------------------------------------------------------------Section 9.7 Adjustments; Set-off............................................................... -----------------------------------------------------------------------------------------------Section 9.8 Table of Contents and Section Headings............................................. -----------------------------------------------------------------------------------------------Section 9.9 Counterparts....................................................................... -----------------------------------------------------------------------------------------------Section 9.10 Effectiveness...................................................................... -----------------------------------------------------------------------------------------------Section 9.11 Severability....................................................................... -----------------------------------------------------------------------------------------------Section 9.12 Integration........................................................................ -----------------------------------------------------------------------------------------------Section 9.13 Governing Law...................................................................... -----------------------------------------------------------------------------------------------Section 9.14 Consent to Jurisdiction and Service of Process..................................... -----------------------------------------------------------------------------------------------Section 9.15 Confidentiality.................................................................... -----------------------------------------------------------------------------------------------Section 9.16 Acknowledgments.................................................................... -----------------------------------------------------------------------------------------------Section 9.17 Waivers of Jury Trial.............................................................. -----------------------------------------------------------------------------------------------ARTICLE X GUARANTY...................................................................................... Section 10.1 The Guaranty....................................................................... -----------------------------------------------------------------------------------------------Section 10.2 Bankruptcy......................................................................... ------------------------------------------------------------------------------------------------

ARTICLE VII EVENTS OF DEFAULT........................................................................... Section 7.1 Events of Default.................................................................. -----------------------------------------------------------------------------------------------Section 7.2 Acceleration; Remedies............................................................. -----------------------------------------------------------------------------------------------ARTICLE VIII THE ADMINISTRATIVE AGENT................................................................... Section 8.1 Appointment........................................................................ -----------------------------------------------------------------------------------------------Section 8.2 Delegation of Duties............................................................... -----------------------------------------------------------------------------------------------Section 8.3 Exculpatory Provisions............................................................. -----------------------------------------------------------------------------------------------Section 8.4 Reliance by Administrative Agent................................................... -----------------------------------------------------------------------------------------------Section 8.5 Notice of Default.................................................................. -----------------------------------------------------------------------------------------------Section 8.6 Non-Reliance on Administrative Agent and Other Lenders............................. -----------------------------------------------------------------------------------------------Section 8.7 Indemnification.................................................................... -----------------------------------------------------------------------------------------------Section 8.8 The Administrative Agent in Its Individual Capacity................................ -----------------------------------------------------------------------------------------------Section 8.9 Successor Administrative Agent..................................................... -----------------------------------------------------------------------------------------------Section 8.10 Other Agents....................................................................... -----------------------------------------------------------------------------------------------ARTICLE IX MISCELLANEOUS................................................................................ Section 9.1 Amendments, Waivers and Release of Collateral...................................... -----------------------------------------------------------------------------------------------Section 9.2 Notices............................................................................ -----------------------------------------------------------------------------------------------Section 9.3 No Waiver; Cumulative Remedies..................................................... -----------------------------------------------------------------------------------------------Section 9.4 Survival of Representations and Warranties......................................... -----------------------------------------------------------------------------------------------Section 9.5 Payment of Expenses and Taxes...................................................... -----------------------------------------------------------------------------------------------Section 9.6 Successors and Assigns; Participations; Purchasing Lenders......................... -----------------------------------------------------------------------------------------------Section 9.7 Adjustments; Set-off............................................................... -----------------------------------------------------------------------------------------------Section 9.8 Table of Contents and Section Headings............................................. -----------------------------------------------------------------------------------------------Section 9.9 Counterparts....................................................................... -----------------------------------------------------------------------------------------------Section 9.10 Effectiveness...................................................................... -----------------------------------------------------------------------------------------------Section 9.11 Severability....................................................................... -----------------------------------------------------------------------------------------------Section 9.12 Integration........................................................................ -----------------------------------------------------------------------------------------------Section 9.13 Governing Law...................................................................... -----------------------------------------------------------------------------------------------Section 9.14 Consent to Jurisdiction and Service of Process..................................... -----------------------------------------------------------------------------------------------Section 9.15 Confidentiality.................................................................... -----------------------------------------------------------------------------------------------Section 9.16 Acknowledgments.................................................................... -----------------------------------------------------------------------------------------------Section 9.17 Waivers of Jury Trial.............................................................. -----------------------------------------------------------------------------------------------ARTICLE X GUARANTY...................................................................................... Section 10.1 The Guaranty....................................................................... -----------------------------------------------------------------------------------------------Section 10.2 Bankruptcy......................................................................... -----------------------------------------------------------------------------------------------Section 10.3 Nature of Liability................................................................ -----------------------------------------------------------------------------------------------Section 10.4 Independent Obligation............................................................. -----------------------------------------------------------------------------------------------Section 10.5 Authorization...................................................................... -----------------------------------------------------------------------------------------------Section 10.6 Reliance........................................................................... -----------------------------------------------------------------------------------------------Section 10.7 Waiver............................................................................. -----------------------------------------------------------------------------------------------Section 10.8 Limitation on Enforcement.......................................................... -----------------------------------------------------------------------------------------------Section 10.9 Confirmation of Payment............................................................ ------------------------------------------------------------------------------------------------

iii
Schedules --------Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule 1.1-1 1.1-2 1.1-3 1.1-4 2.1(a) 2.1(b)(i) 2.1(e) 2.2(d) 2.3(d) 2.11 2.19 3.3 3.6 3.9 3.12 3.16 3.19(a) 3.19(b) 3.19(c) 3.21 3.23 3.24 4.1-1 4.1-2 5.2(b) 5.5(b) 5.10 6.1(b) 9.2 9.6(c) Account Designation Letter Investments Permitted Parent Debt Permitted Parent Liens Schedule of Lenders and Commitments Form of Notice of Borrowing Form of Revolving Note Form of Tranche A Term Note Form of Tranche B Term Note Form of Notice of Conversion/Extension Section 2.19 Certificate Jurisdictions of Organization and Qualification Litigation ERISA Subsidiaries Intellectual Property Location of Real Property Location of Collateral Chief Executive Offices Labor Matters Material Contracts FCC and Station Matters Form of Secretary's Certificate Form of Solvency Certificate Form of Compliance Certificate Insurance Form of Joinder Agreement Indebtedness Lenders' Lending Offices Form of Commitment Transfer Supplement

iv CREDIT AGREEMENT, dated as of March 21, 2002, among FISHER BROADCASTING COMPANY, a Washington corporation (the "Borrower"), each of those Domestic Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the "Guarantors" and individually a "Guarantor"), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the "Lenders" and individually a "Lender"), FIRST UNION NATIONAL BANK, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent" or the "Agent"), BANK OF AMERICA, N.A., a national banking association, and THE BANK OF NEW YORK, a national banking association, as co-syndication agents for the Lenders hereunder (in such capacity, the "Co-Syndication Agents"), and NATIONAL CITY BANK, a national banking association, as documentation agent for the Lenders hereunder (in such capacity, the "Documentation Agent"). W I T N E S S E T H: WHEREAS, the Borrower has requested, and the Lenders have agreed to extend, certain credit facilities to the Borrower on the terms and conditions set forth herein; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1 DEFINED TERMS.

Schedules --------Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule Schedule 1.1-1 1.1-2 1.1-3 1.1-4 2.1(a) 2.1(b)(i) 2.1(e) 2.2(d) 2.3(d) 2.11 2.19 3.3 3.6 3.9 3.12 3.16 3.19(a) 3.19(b) 3.19(c) 3.21 3.23 3.24 4.1-1 4.1-2 5.2(b) 5.5(b) 5.10 6.1(b) 9.2 9.6(c) Account Designation Letter Investments Permitted Parent Debt Permitted Parent Liens Schedule of Lenders and Commitments Form of Notice of Borrowing Form of Revolving Note Form of Tranche A Term Note Form of Tranche B Term Note Form of Notice of Conversion/Extension Section 2.19 Certificate Jurisdictions of Organization and Qualification Litigation ERISA Subsidiaries Intellectual Property Location of Real Property Location of Collateral Chief Executive Offices Labor Matters Material Contracts FCC and Station Matters Form of Secretary's Certificate Form of Solvency Certificate Form of Compliance Certificate Insurance Form of Joinder Agreement Indebtedness Lenders' Lending Offices Form of Commitment Transfer Supplement

iv CREDIT AGREEMENT, dated as of March 21, 2002, among FISHER BROADCASTING COMPANY, a Washington corporation (the "Borrower"), each of those Domestic Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the "Guarantors" and individually a "Guarantor"), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the "Lenders" and individually a "Lender"), FIRST UNION NATIONAL BANK, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent" or the "Agent"), BANK OF AMERICA, N.A., a national banking association, and THE BANK OF NEW YORK, a national banking association, as co-syndication agents for the Lenders hereunder (in such capacity, the "Co-Syndication Agents"), and NATIONAL CITY BANK, a national banking association, as documentation agent for the Lenders hereunder (in such capacity, the "Documentation Agent"). W I T N E S S E T H: WHEREAS, the Borrower has requested, and the Lenders have agreed to extend, certain credit facilities to the Borrower on the terms and conditions set forth herein; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1 DEFINED TERMS. As used in this Credit Agreement, terms defined in the preamble to this Credit Agreement have the meanings therein indicated, and the following terms have the following meanings:

CREDIT AGREEMENT, dated as of March 21, 2002, among FISHER BROADCASTING COMPANY, a Washington corporation (the "Borrower"), each of those Domestic Subsidiaries of the Borrower identified as a "Guarantor" on the signature pages hereto and such other Domestic Subsidiaries of the Borrower as may from time to time become a party hereto (collectively the "Guarantors" and individually a "Guarantor"), the several banks and other financial institutions from time to time parties to this Credit Agreement (collectively the "Lenders" and individually a "Lender"), FIRST UNION NATIONAL BANK, a national banking association, as administrative agent for the Lenders hereunder (in such capacity, the "Administrative Agent" or the "Agent"), BANK OF AMERICA, N.A., a national banking association, and THE BANK OF NEW YORK, a national banking association, as co-syndication agents for the Lenders hereunder (in such capacity, the "Co-Syndication Agents"), and NATIONAL CITY BANK, a national banking association, as documentation agent for the Lenders hereunder (in such capacity, the "Documentation Agent"). W I T N E S S E T H: WHEREAS, the Borrower has requested, and the Lenders have agreed to extend, certain credit facilities to the Borrower on the terms and conditions set forth herein; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, such parties hereby agree as follows: ARTICLE I DEFINITIONS SECTION 1.1 DEFINED TERMS. As used in this Credit Agreement, terms defined in the preamble to this Credit Agreement have the meanings therein indicated, and the following terms have the following meanings: "ABR Default Rate" shall have the meaning set forth in Section 2.10. "Account Designation Letter" shall mean the Notice of Account Designation Letter dated the Closing Date from the Borrower to the Administrative Agent in substantially the form attached hereto as Schedule 1.1-1. "Additional Credit Party" shall mean each Person that becomes a Guarantor by execution of a Joinder Agreement in accordance with Section 5.10. "Additional Loan" shall have the meaning set forth in Section 2.4. "Administrative Agent" or "Agent" shall have the meaning set forth in the first paragraph of this Credit Agreement and any successors in such capacity. "Administrative Fees" shall have the meaning set forth in Section 2.6(d). "Affiliate" shall mean as to any Person, any other Person (excluding any Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be "controlled by" a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. "Affiliation Agreements" shall mean any network affiliation agreements in effect at any time for any Station affiliated with a Network, and all renewals, extensions and replacements of such agreements. "Agent Fee Letter" shall have the meaning set forth in the definition of Fee Letters. "Agreement or Credit Agreement" shall mean this Credit Agreement, as amended, modified or supplemented from time to time in accordance with its terms.

"Administrative Agent" or "Agent" shall have the meaning set forth in the first paragraph of this Credit Agreement and any successors in such capacity. "Administrative Fees" shall have the meaning set forth in Section 2.6(d). "Affiliate" shall mean as to any Person, any other Person (excluding any Subsidiary) which, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, a Person shall be deemed to be "controlled by" a Person if such Person possesses, directly or indirectly, power either (a) to vote 10% or more of the securities having ordinary voting power for the election of directors of such Person or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. "Affiliation Agreements" shall mean any network affiliation agreements in effect at any time for any Station affiliated with a Network, and all renewals, extensions and replacements of such agreements. "Agent Fee Letter" shall have the meaning set forth in the definition of Fee Letters. "Agreement or Credit Agreement" shall mean this Credit Agreement, as amended, modified or supplemented from time to time in accordance with its terms. "Alternate Base Rate" shall mean, for any day, a rate per annum equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate" shall mean, at any time, the rate of interest per annum publicly announced or otherwise identified from time to time by First Union at its principal office in Charlotte, North Carolina as its prime rate. The parties hereto acknowledge that the rate announced publicly by First Union as its Prime Rate is an index or base rate and shall not necessarily be its lowest or best rate charged to its customers or other banks; and "Federal Funds Effective Rate" shall mean, for any day, the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published on the next succeeding Business Day, the average of the quotations for the day of such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it. If for any reason the Administrative Agent shall have determined (which determination shall be conclusive in the absence of manifest error) that it is unable to ascertain the Federal Funds Effective Rate, for any reason, including the inability or failure of the Administrative Agent to obtain sufficient quotations in accordance with the terms thereof, the Alternate Base Rate shall be determined without regard to clause (b) of the first sentence of this definition, as appropriate, until the circumstances giving rise to such inability no longer exist. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the opening of business on the date of such change. 2 "Alternate Base Rate Loans" shall mean Loans that bear interest at an interest rate based on the Alternate Base Rate. "Applicable Percentage" shall mean, for any day, the rate per annum set forth below opposite the applicable Level then in effect, it being understood that the Applicable Percentage for (i) Revolving Loans and Tranche A Term Loans which are Alternate Base Rate Loans shall be the percentage set forth under the column "Alternate Base Rate Margin for Revolving Loans and Tranche A Term Loans", (ii) Revolving Loans and Tranche A Term Loans which are LIBOR Rate Loans and the Letter of Credit Fee shall be the percentage set forth under the column "LIBOR Rate Margin for Revolving Loans, Tranche A Term Loans and Letter of Credit Fee", (iii) Tranche B Term Loans which are Alternate Base Loans shall be the percentage set forth under the column "Alternate Base Rate Margin for Tranche B Term Loans", (iv) Tranche B Term Loans which are LIBOR Rate Loans shall be the percentage set forth under the column "LIBOR Rate Margin for Tranche B Term Loans" and (v) the Commitment Fee shall be the percentage set forth under the column "Commitment Fee":
---------- ----------------------- --------------------- ---------------------- ---------------- -------Alternate Base Rate LIBOR Rate Margin Alternate Base

"Alternate Base Rate Loans" shall mean Loans that bear interest at an interest rate based on the Alternate Base Rate. "Applicable Percentage" shall mean, for any day, the rate per annum set forth below opposite the applicable Level then in effect, it being understood that the Applicable Percentage for (i) Revolving Loans and Tranche A Term Loans which are Alternate Base Rate Loans shall be the percentage set forth under the column "Alternate Base Rate Margin for Revolving Loans and Tranche A Term Loans", (ii) Revolving Loans and Tranche A Term Loans which are LIBOR Rate Loans and the Letter of Credit Fee shall be the percentage set forth under the column "LIBOR Rate Margin for Revolving Loans, Tranche A Term Loans and Letter of Credit Fee", (iii) Tranche B Term Loans which are Alternate Base Loans shall be the percentage set forth under the column "Alternate Base Rate Margin for Tranche B Term Loans", (iv) Tranche B Term Loans which are LIBOR Rate Loans shall be the percentage set forth under the column "LIBOR Rate Margin for Tranche B Term Loans" and (v) the Commitment Fee shall be the percentage set forth under the column "Commitment Fee":
---------- ----------------------- --------------------- ---------------------- ---------------- -------Alternate Base Rate Margin for Revolving Loans and Tranche A Term Loans LIBOR Rate Margin for Revolving Loans, Tranche A Term Loans and Letter of Credit Fee Alternate Base Rate Margin for Tranche B Term Loans

Level

Leverage Ratio

LIBOR Mar for Tra Term L

---------- ----------------------- --------------------I **** 5.5 to 1.0 2.50% ---------- ----------------------- --------------------II **** 5.0 to 1.0 but * 2.25% 5.5 to 1.0 ---------- ----------------------- --------------------III **** 4.5 to 1.0 but * 2.00% 5.0 to 1.0 ---------- ----------------------- --------------------IIII **** 4.0 to 1.0 but * 1.75% 4.5 to 1.0 ---------- ----------------------- --------------------V **** 3.5 to 1.0 but * 1.50% 4.0 to 1.0 ---------- ----------------------- --------------------VI **** 3.0 to 1.0 but * 1.25% 3.5 to 1.0 ---------- ----------------------- --------------------VII **** 2.5 to 1.0 but * 1.00% 3.0 to 1.0 ---------- ----------------------- --------------------VIII * 2.5 to 1.0 0.75% ---------- ----------------------- ---------------------

---------------------- ---------------- -------3.75% 3.00% 4.2 ---------------------- ---------------- -------3.50% 3.00% 4.2 ---------------------- ---------------- -------3.25% 2.75% 4.0 ---------------------- ---------------- -------3.00% 2.75% 4.0 ---------------------- ---------------- -------2.75% 2.75% 4.0 ---------------------- ---------------- -------2.50% 2.75% 4.0 ---------------------- ---------------- -------2.25% 2.75% 4.0 ---------------------- ---------------- -------2.00% 2.75% 4.0 ---------------------- ---------------- --------

The Applicable Percentage shall, in each case, be determined and adjusted quarterly on the date five (5) Business Days after the date on which the Administrative Agent has received from the Borrower the quarterly financial information and certifications required to be delivered to the Administrative Agent and the Lenders in accordance with the provisions of Sections 5.1(a) and (b) and 5.2(b) (each an "Interest Determination Date"). Such Applicable Percentage shall be effective from such Interest Determination Date until the next such Interest Determination Date. The initial Applicable Percentages shall be based on Level I for the first six months following the Closing Date. If the Borrower shall fail to provide the financial information and certifications in accordance with the provisions of Sections 5.1(a) and (b) and 5.2 (b), the Applicable Percentage * represents less than **** represents greater than or equal to 3

shall, on the date five (5) Business Days after the date by which the Borrower was so required to provide such financial information and certifications to the Administrative Agent and the Lenders, be based on Level I until such time as such information and certifications are provided, whereupon the Level shall be determined by the then current Leverage Ratio.

shall, on the date five (5) Business Days after the date by which the Borrower was so required to provide such financial information and certifications to the Administrative Agent and the Lenders, be based on Level I until such time as such information and certifications are provided, whereupon the Level shall be determined by the then current Leverage Ratio. "Approved Fund" shall mean, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is managed by the same investment advisor as such Lender or by an affiliate of such investment advisor. "Arrangers" shall mean First Union Securities, Inc., d/b/a Wachovia Securities and Banc of America Securities LLC. "Asset Disposition" shall mean the disposition of any or all of the assets (including, without limitation, the Capital Stock of a Subsidiary or any ownership interest in a joint venture) of the Borrower or any Subsidiary whether by sale, lease, transfer or otherwise. The term "Asset Disposition" shall not include (i) the sale, lease or transfer of assets permitted by Sections 6.5(a)(i), 6.5(a)(ii) or 6.5(a)(iii) or (ii) any Equity Issuance. "Bank of America" shall mean Bank of America, N.A., a national banking association. "Bankruptcy Code" shall mean the Bankruptcy Code in Title 11 of the United States Code, as amended, modified, succeeded or replaced from time to time. "Beneficial Owner" shall have the meaning provided in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a Person shall be deemed to be a "Beneficial Owner" of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time. "Borrower" shall have the meaning set forth in the first paragraph of this Credit Agreement. "Borrowing Date" shall mean, in respect of any Loan, the date such Loan is made. "Broadcasting Properties" shall mean the facilities and properties owned, leased or operated by the Borrower or any of its Subsidiaries and utilized in such Person's (or another Subsidiary's) television and/or radio broadcasting business, whether now owned or hereafter acquired. "Business" shall have the meaning set forth in Section 3.10. "Business Day" shall mean a day other than a Saturday, Sunday or other day on which commercial banks in Charlotte, North Carolina or New York, New York are authorized or required by law to close; provided, however, that when used in connection with a rate determination, borrowing or payment in respect of a LIBOR Rate Loan, the term "Business Day" 4

shall also exclude any day on which banks in London, England are not open for dealings in Dollar deposits in the London interbank market. "Capital Lease" shall mean any lease of property, real or personal, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP. "Capital Lease Obligations" shall mean the capitalized lease obligations relating to a Capital Lease determined in accordance with GAAP. "Capital Stock" shall mean (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

shall also exclude any day on which banks in London, England are not open for dealings in Dollar deposits in the London interbank market. "Capital Lease" shall mean any lease of property, real or personal, the obligations with respect to which are required to be capitalized on a balance sheet of the lessee in accordance with GAAP. "Capital Lease Obligations" shall mean the capitalized lease obligations relating to a Capital Lease determined in accordance with GAAP. "Capital Stock" shall mean (i) in the case of a corporation, capital stock, (ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of capital stock, (iii) in the case of a partnership, partnership interests (whether general or limited), (iv) in the case of a limited liability company, membership interests and (v) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. "Cash Equivalents" shall mean (i) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition ("Government Obligations"), (ii) U.S. dollar denominated (or foreign currency fully hedged to U.S. dollar) time deposits, certificates of deposit, Eurodollar time deposits and Eurodollar certificates of deposit of (y) any domestic commercial bank of recognized standing having capital and surplus in excess of $250,000,000 or (z) any bank whose short-term commercial paper rating from S&P is at least A-1 or the equivalent thereof or from Moody's is at least P-1 or the equivalent thereof (any such bank being an "Approved Bank"), in each case with maturities of not more than 364 days from the date of acquisition, (iii) commercial paper and variable or fixed rate notes issued by any Approved Bank (or by the parent company thereof) or any variable rate notes issued by, or guaranteed by any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody's and maturing within six months of the date of acquisition, (iv) repurchase agreements with a bank or trust company (including a Lender) or a recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America, (v) obligations of any state of the United States or any political subdivision thereof for the payment of the principal and redemption price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to principal and interest at times and in amounts sufficient to provide such payment, and (vi) auction preferred stock rated in the highest short-term credit rating category by S&P or Moody's. "Change of Control" shall mean the occurrence of any of the following events: (a) any "person" or "group" (as such terms are used in Section 13(d) or 14(d) of the Securities Exchange Act of 1934), other than the Current Stockholders, is or becomes, directly or indirectly, the Beneficial Owner (by way of merger, consolidation or otherwise) of 33% or more of the Voting Stock or of the economic interests of the Parent on a fully-diluted basis, after giving effect to the 5

conversion and exercise of all outstanding warrants, options and other securities of the Parent (whether or not such securities are then currently convertible or exercisable), (b) the failure of the Parent to own, directly or indirectly, 100% of the Voting Stock and of the economic interests of the Borrower or (c) Continuing Directors shall cease for any reason to constitute a majority of the members of the board of directors of the Parent then in office. "Closing Date" shall mean the date of this Credit Agreement. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Collateral" shall mean a collective reference to the collateral which is identified in, and at any time will be covered by, the Security Documents.

conversion and exercise of all outstanding warrants, options and other securities of the Parent (whether or not such securities are then currently convertible or exercisable), (b) the failure of the Parent to own, directly or indirectly, 100% of the Voting Stock and of the economic interests of the Borrower or (c) Continuing Directors shall cease for any reason to constitute a majority of the members of the board of directors of the Parent then in office. "Closing Date" shall mean the date of this Credit Agreement. "Code" shall mean the Internal Revenue Code of 1986, as amended from time to time. "Collateral" shall mean a collective reference to the collateral which is identified in, and at any time will be covered by, the Security Documents. "Commitment" shall mean the Revolving Commitment, the LOC Commitment, the Tranche A Term Loan Commitment and the Tranche B Term Loan Commitment, individually or collectively, as appropriate. "Commitment Fee" shall have the meaning set forth in Section 2.6(a). "Commitment Percentage" shall mean the Revolving Commitment Percentage, the LOC Commitment Percentage, the Tranche A Term Loan Commitment Percentage and/or the Tranche B Term Loan Commitment Percentage, as appropriate. "Commitment Period" shall mean the period from and including the Closing Date to but not including the Revolving Commitment Termination Date. "Commitment Transfer Supplement" shall mean a Commitment Transfer Supplement, in substantially the form of Schedule 9.6(c). "Commonly Controlled Entity" shall mean an entity, whether or not incorporated, which is under common control with the Borrower within the meaning of Section 4001 of ERISA or is part of a group which includes the Borrower and which is treated as a single employer under Section 414 of the Code. "Communications Law" shall mean the Communications Act of 1934, as amended, and all rules and regulations thereunder (including, without limitation, the Telecommunications Act of 1996), or any successor statute or statutes, and all rules and regulations of the FCC, any PUC or any other applicable Governmental Authority related to the provision of communication or broadcast services, each as amended or supplemented from time to time. "Compliance Certificate" shall mean a certificate of a Responsible Officer in the form of Schedule 5.2(b) (a) stating that (i) the financial statements delivered pursuant to Sections 5.1(a) and 5.1(b) concurrently with such certificate present fairly the financial position of the Borrower and its Subsidiaries for the periods indicated in conformity with GAAP applied on a consistent basis, (ii) each of the Credit Parties during such periods observed or performed in all material 6

respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied by it, and (iii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (b) including calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period and (c) setting forth the amount of Investments permitted by clauses (v) and (viii) of the definition of Permitted Investments that are outstanding as of the last day of such period. "Consolidated" means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in

respects all of its covenants and other agreements, and satisfied in all material respects every condition, contained in this Credit Agreement to be observed, performed or satisfied by it, and (iii) such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (b) including calculations in reasonable detail required to indicate compliance with Section 5.9 as of the last day of such period and (c) setting forth the amount of Investments permitted by clauses (v) and (viii) of the definition of Permitted Investments that are outstanding as of the last day of such period. "Consolidated" means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP. "Consolidated Capital Expenditures" shall mean, for any period, all expenditures of the Borrower and its Subsidiaries on a Consolidated basis for such period which in accordance with GAAP would be classified as capital expenditures, including without limitation, Capital Lease Obligations. The applicable period shall be for the four consecutive quarters ending as of the date of computation. "Consolidated Cash Taxes" shall mean, for any period, the aggregate of all taxes (including, without limitation, any federal, state, local and foreign income taxes) actually paid (either directly to the applicable Governmental Authority or the Parent) by the Borrower and its Subsidiaries on a Consolidated basis during such period. The applicable period shall be for the four consecutive quarters ending as of the date of computation. "Consolidated EBITDA" shall mean, as of any date of determination for the four quarter period ending on such date, (i) Consolidated Net Income for such period plus (ii) the sum of the following to the extent deducted in calculating Consolidated Net Income: (A) Consolidated Interest Expense for such period, (B) tax expense (including, without limitation, any federal, state, local and foreign income, value added and similar taxes) of the Borrower and its Subsidiaries for such period and (C) depreciation, amortization (including Programming Amortization Expense) and other non-cash charges for such period minus (iii) Programming Cash Payments; provided that, for purposes of calculating Consolidated EBITDA, South West Oregon Television Broadcast Corporation, the owner of the KPIC-TV license, shall be considered a Subsidiary of the Borrower and 50% of each of the foregoing components of Consolidated EBITDA (e.g. Consolidated Net Income) with respect to South West Oregon Television Broadcast Corporation shall be included in such calculation for the applicable period. The applicable period shall be for the four consecutive quarters ending as of the date of computation. "Consolidated Fixed Charges" shall mean, as of any date of determination for the four quarter period ending on such date, the sum of (i) Consolidated Interest Expense for such period plus (ii) Consolidated Scheduled Debt Payments for such period plus (iii) Consolidated Capital Expenditures for such period plus (iv) cash dividend payments (other than cash dividend payments made in connection with an asset sale permitted by Section 6.5(a)) and cash stock repurchases that are made during such period plus (v) Consolidated Cash Taxes for such period, in each case for the Borrower and its Subsidiaries on a Consolidated basis. The applicable period 7 shall be for the four consecutive quarters ending as of the date of computation; provided that, with respect to clauses (ii), (iii) and (iv) above, during the first twelve months following the Closing Date the applicable period shall begin on the Closing Date and end on the date of computation. "Consolidated Funded Debt" shall mean, on any date of calculation, Funded Debt of the Borrower and its Subsidiaries on a Consolidated basis. "Consolidated Interest Expense" shall mean, as of any date of determination for the four quarter period ending on such date, all interest expense, excluding amortization of debt discount and premium but including the interest component under Capital Leases for such period of the Borrower and its Subsidiaries on a Consolidated basis.

shall be for the four consecutive quarters ending as of the date of computation; provided that, with respect to clauses (ii), (iii) and (iv) above, during the first twelve months following the Closing Date the applicable period shall begin on the Closing Date and end on the date of computation. "Consolidated Funded Debt" shall mean, on any date of calculation, Funded Debt of the Borrower and its Subsidiaries on a Consolidated basis. "Consolidated Interest Expense" shall mean, as of any date of determination for the four quarter period ending on such date, all interest expense, excluding amortization of debt discount and premium but including the interest component under Capital Leases for such period of the Borrower and its Subsidiaries on a Consolidated basis. The applicable period shall be for the four consecutive quarters ending as of the date of computation. "Consolidated Net Income" shall mean, for any period, the net income (excluding extraordinary or non-recurring losses and gains and all non-cash income) of the Borrower and its Subsidiaries on a Consolidated basis for such period. The applicable period shall be for the four consecutive quarters ending as of the date of computation. "Consolidated Scheduled Debt Payments" shall mean, for any period, the sum of all scheduled payments of principal on Consolidated Funded Debt for such period (including the principal component of payments due on Capital Leases during the applicable period ending on such date); it being understood that scheduled payments on Consolidated Funded Debt shall not include optional prepayments or the mandatory prepayments required pursuant to Section 2.8(b)(ii)-(vi). The applicable period shall be for the four consecutive quarters ending as of the date of computation. "Continuing Directors" shall mean during any period of 24 consecutive months commencing after the Closing Date, individuals who at the beginning of such 24 month period were directors of the Parent (together with any new director whose election by the Parent's board of directors or whose nomination for election by the Parent's shareholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved). "Contractual Obligation" shall mean, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound. "Copyright Licenses" shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right under any Copyright, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement. "Copyrights" shall mean all copyrights (other than copyrights of de minimus value) of the Borrower and its Subsidiaries in all works, now existing or hereafter created or acquired, all 8 registrations and recordings thereof, and all applications in connection therewith, whether in the United States Copyright Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 3.16 and all renewals thereof. "Co-Syndication Agents" shall have the meaning set forth in the first paragraph of this Credit Agreement. "Credit Documents" shall mean this Credit Agreement, each of the Notes, any Joinder Agreement, the Letters of Credit, the LOC Documents and the Security Documents. "Credit Party" shall mean any of the Borrower or the Guarantors. "Credit Party Obligations" shall mean, without duplication, (i) all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit

registrations and recordings thereof, and all applications in connection therewith, whether in the United States Copyright Office or in any similar office or agency of the United States, any state thereof or any other country or any political subdivision thereof, or otherwise, including, without limitation, any thereof referred to in Schedule 3.16 and all renewals thereof. "Co-Syndication Agents" shall have the meaning set forth in the first paragraph of this Credit Agreement. "Credit Documents" shall mean this Credit Agreement, each of the Notes, any Joinder Agreement, the Letters of Credit, the LOC Documents and the Security Documents. "Credit Party" shall mean any of the Borrower or the Guarantors. "Credit Party Obligations" shall mean, without duplication, (i) all of the obligations of the Credit Parties to the Lenders (including the Issuing Lender) and the Administrative Agent, whenever arising, under this Credit Agreement, the Notes or any of the other Credit Documents (including, but not limited to, any interest accruing after the occurrence of a filing of a petition of bankruptcy under the Bankruptcy Code with respect to any Credit Party, regardless of whether such interest is an allowed claim under the Bankruptcy Code) and (ii) all liabilities and obligations, whenever arising, owing from any Credit Party to any Lender, or any Affiliate of a Lender, arising under any Hedging Agreement permitted by Section 6.1(d). "Current Stockholders" shall mean all Persons that, as of the date of this Credit Agreement, are Beneficial Owners, directly or indirectly, of the outstanding Voting Stock of the Parent. "Debt Issuance" shall mean the issuance of any Indebtedness for borrowed money by the Borrower or any of its Subsidiaries. The term "Debt Issuance" shall not include any Equity Issuance or any Indebtedness of the Borrower and its Subsidiaries permitted to be incurred pursuant to Section 6.1 hereof. "Default" shall mean any of the events specified in Section 7.1, whether or not any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied. "Defaulting Lender" shall mean, at any time, any Lender that, at such time (a) has failed to make a Loan required pursuant to the terms of this Credit Agreement, including the funding of a Participation Interest in accordance with the terms hereof and such default remains uncured, (b) has failed to pay to the Administrative Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement and such default remains uncured, or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official. "Documentation Agent" shall have the meaning set forth in the first paragraph of this Credit Agreement. 9 "Dollars" and "$" shall mean dollars in lawful currency of the United States of America. "Domestic Lending Office" shall mean, initially, the office of each Lender designated as such Lender's Domestic Lending Office shown on Schedule 9.2; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which Alternate Base Rate Loans of such Lender are to be made. "Domestic Subsidiary" shall mean any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia. "Environmental Laws" shall mean any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement.

"Dollars" and "$" shall mean dollars in lawful currency of the United States of America. "Domestic Lending Office" shall mean, initially, the office of each Lender designated as such Lender's Domestic Lending Office shown on Schedule 9.2; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which Alternate Base Rate Loans of such Lender are to be made. "Domestic Subsidiary" shall mean any Subsidiary that is organized and existing under the laws of the United States or any state or commonwealth thereof or under the laws of the District of Columbia. "Environmental Laws" shall mean any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other Requirement of Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement. "Equity Issuance" shall mean any issuance by the Borrower or any Subsidiary to any Person which is not a Credit Party of (a) shares of its Capital Stock, (b) any shares of its Capital Stock pursuant to the exercise of options or warrants or (c) any shares of its Capital Stock pursuant to the conversion of any debt securities to equity. The term "Equity Issuance" shall not include any Asset Disposition or any Debt Issuance. "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time. "Eurodollar Reserve Percentage" shall mean for any day, the percentage (expressed as a decimal and rounded upwards, if necessary, to the next higher 1/100th of 1%) which is in effect for such day as prescribed by the Federal Reserve Board (or any successor) for determining the maximum reserve requirement (including without limitation any basic, supplemental or emergency reserves) in respect of Eurocurrency liabilities, as defined in Regulation D of such Board as in effect from time to time, or any similar category of liabilities for a member bank of the Federal Reserve System in New York City. "Event of Default" shall mean any of the events specified in Section 7.1; provided, however, that any requirement for the giving of notice or the lapse of time, or both, or any other condition, has been satisfied. "Excess Cash Flow" shall mean, with respect to any fiscal year period of the Borrower and its Subsidiaries on a Consolidated basis, an amount equal to (a) Consolidated EBITDA for such period plus (b) decreases in working capital for such period (with cash and Cash Equivalents to be excluded from current assets for purposes of determining such working capital) 10 minus (c) Consolidated Capital Expenditures for such period minus (d) Consolidated Interest Expense for such period to the extent paid or payable in cash minus (e) Consolidated Cash Taxes paid during such period minus (f) Consolidated Scheduled Debt Payments made during such period minus (g) increases in working capital for such period (with cash and Cash Equivalents to be excluded from current assets for purposes of determining such working capital) and minus (h) cash dividend payments (other than cash dividend payments made in connection with an asset sale permitted by Section 6.5(a)) made by the Borrower during such period to the extent permitted by Section 6.11. "Extension of Credit" shall mean, as to any Lender, the making of a Loan by such Lender or the issuance of, or participation in, a Letter of Credit by such Lender. "Fair Market Rental Rate" shall mean, with respect to that portion of Fisher Plaza that is leased by one or more Credit Parties, a rental rate less than or equal to the rental rate that would be obtained for such premises in an arms'-length transaction between an informed and willing lessee and an informed and willing lessor, in each case under no compulsion to enter into such lease transaction.

minus (c) Consolidated Capital Expenditures for such period minus (d) Consolidated Interest Expense for such period to the extent paid or payable in cash minus (e) Consolidated Cash Taxes paid during such period minus (f) Consolidated Scheduled Debt Payments made during such period minus (g) increases in working capital for such period (with cash and Cash Equivalents to be excluded from current assets for purposes of determining such working capital) and minus (h) cash dividend payments (other than cash dividend payments made in connection with an asset sale permitted by Section 6.5(a)) made by the Borrower during such period to the extent permitted by Section 6.11. "Extension of Credit" shall mean, as to any Lender, the making of a Loan by such Lender or the issuance of, or participation in, a Letter of Credit by such Lender. "Fair Market Rental Rate" shall mean, with respect to that portion of Fisher Plaza that is leased by one or more Credit Parties, a rental rate less than or equal to the rental rate that would be obtained for such premises in an arms'-length transaction between an informed and willing lessee and an informed and willing lessor, in each case under no compulsion to enter into such lease transaction. "FCC" shall mean the Federal Communications Commission and any successor governmental agency performing functions similar to those performed by the Federal Communications Commission on the date hereof. "FCC License" shall mean any of the licenses, permits or other authorizations issued by the FCC relating to the Stations, including all extensions, additions and renewals thereto or thereof, and all other licenses, authorizations, waivers and permits required under Communications Law for the Borrower and its Subsidiaries to own and operate the Stations and their property and to carry on their business, including, without limitation, any of the FCC Licenses set forth on Schedule 3.24. "Federal Funds Effective Rate" shall have the meaning set forth in the definition of "Alternate Base Rate". "Fee Letters" shall mean (a) that certain letter agreement, dated December 10, 2001 addressed to the Borrower from First Union and First Union Securities, Inc., d/b/a Wachovia Securities (the "Agent Fee Letter") and (b) that certain letter agreement, dated December 10, 2001, addressed to the Borrower from Bank of America and Banc of America Securities LLC, in each case as amended, modified or otherwise supplemented. "First Union" shall mean First Union National Bank, a national banking association. "Fisher Plaza" shall mean the building located at 140 4th Avenue North, Seattle, Washington 98109. "Fisher Plaza Lease" shall mean that certain Master Services Agreement, entered into as of February 7, 2002, between Fisher Broadcasting-Seattle TV, L.L.C. and Fisher Media Services 11

Company, together with any services addendum entered into in connection with such Master Services Agreement, any replacement of such Master Services Agreement or any additional Master Services Agreement (and/or services addendum to such Master Services Agreement) entered into between a Credit Party and Fisher Media Services Company, in each case on substantially the same terms as the Master Services Agreement in effect on the Closing Date. "Fixed Charge Coverage Ratio" shall mean the ratio of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges. "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic Subsidiary. "Fronting Fee" shall have the meaning set forth in Section 2.6(b). "Funded Debt" shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar

Company, together with any services addendum entered into in connection with such Master Services Agreement, any replacement of such Master Services Agreement or any additional Master Services Agreement (and/or services addendum to such Master Services Agreement) entered into between a Credit Party and Fisher Media Services Company, in each case on substantially the same terms as the Master Services Agreement in effect on the Closing Date. "Fixed Charge Coverage Ratio" shall mean the ratio of (i) Consolidated EBITDA to (ii) Consolidated Fixed Charges. "Foreign Subsidiary" shall mean any Subsidiary that is not a Domestic Subsidiary. "Fronting Fee" shall have the meaning set forth in Section 2.6(b). "Funded Debt" shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person incurred, issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) the principal portion of all obligations of such Person under Capital Leases, (f) the maximum amount of all letters of credit issued or bankers' acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (g) all preferred Capital Stock issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration, (h) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product, (i) obligations of such Person under non-compete agreements, (j) all obligations of such Person under Hedging Agreements, excluding any portion thereof which would be accounted for as interest expense under GAAP, (k) all Indebtedness of others of the type described in clauses (a) through (j) hereof secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (l) all Guaranty Obligations of such Person with respect to Indebtedness of another Person of the type described in clauses (a) through (j) hereof, and (m) all Indebtedness of the type described in clauses (a) through (j) hereof of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer; provided, however, that Funded Debt shall not include Indebtedness among the Credit Parties to the extent such Indebtedness would be eliminated on a Consolidated basis. "GAAP" shall mean generally accepted accounting principles in effect in the United States of America applied on a consistent basis, subject, however, in the case of determination of compliance with the financial covenants set out in Section 5.9 to the provisions of Section 1.3. 12 "Government Acts" shall have the meaning set forth in Section 2.20. "Governmental Approvals" shall mean all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities, including, without limitation, all FCC Licenses and PUC Authorizations. "Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Guaranty Obligations" shall mean, with respect to any Person, without duplication, any obligations of such

"Government Acts" shall have the meaning set forth in Section 2.20. "Governmental Approvals" shall mean all authorizations, consents, approvals, permits, licenses and exemptions of, registrations and filings with, and reports to, all Governmental Authorities, including, without limitation, all FCC Licenses and PUC Authorizations. "Governmental Authority" shall mean any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. "Guaranty Obligations" shall mean, with respect to any Person, without duplication, any obligations of such Person (other than endorsements in the ordinary course of business of negotiable instruments for deposit or collection) guaranteeing or intended to guarantee any Indebtedness of any other Person in any manner, whether direct or indirect, and including without limitation any obligation, whether or not contingent, (i) to purchase any such Indebtedness or any property constituting security therefor, (ii) to advance or provide funds or other support for the payment or purchase of any such Indebtedness or to maintain working capital, solvency or other balance sheet condition of such other Person (including without limitation keep well agreements, maintenance agreements, comfort letters or similar agreements or arrangements) for the benefit of any holder of Indebtedness of such other Person, (iii) to lease or purchase property, securities or services primarily for the purpose of assuring the holder of such Indebtedness, or (iv) to otherwise assure or hold harmless the holder of such Indebtedness against loss in respect thereof. The amount of any Guaranty Obligation hereunder shall (subject to any limitations set forth therein) be deemed to be an amount equal to the outstanding principal amount (or maximum principal amount, if larger) of the Indebtedness in respect of which such Guaranty Obligation is made. "Guarantor" shall have the meaning set forth in the first paragraph of this Credit Agreement. "Guaranty" shall mean the guaranty of the Guarantors set forth in Article X. "Hedging Agreements" shall mean, with respect to any Person, any agreement entered into to protect such Person against fluctuations in interest rates, or currency or raw materials values, including, without limitation, any interest rate swap, cap or collar agreement or similar arrangement between such Person and one or more counterparties, any foreign currency exchange agreement, currency protection agreements, commodity purchase or option agreements or other interest or exchange rate hedging agreements. "Immaterial FCC License" shall mean any FCC License that is not material to the operation of the Stations and is designated on Schedule 3.24 as an "Immaterial FCC License." "Immaterial PUC Authorization" shall mean any PUC Authorization that is not material to the operation of the Stations and is designated on Schedule 3.24 as an "Immaterial PUC Authorization." 13 "Incremental Facility" shall have the meaning set forth in Section 2.4. "Indebtedness" shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (h) the principal portion of all Capital Lease Obligations of such Person, (i) all obligations of such Person under Hedging Agreements, excluding any portion thereof which would be accounted for as interest expense under GAAP, (j)

"Incremental Facility" shall have the meaning set forth in Section 2.4. "Indebtedness" shall mean, with respect to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, or upon which interest payments are customarily made, (c) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person (other than customary reservations or retentions of title under agreements with suppliers entered into in the ordinary course of business), (d) all obligations of such Person issued or assumed as the deferred purchase price of property or services purchased by such Person (other than trade debt incurred in the ordinary course of business and due within six months of the incurrence thereof) which would appear as liabilities on a balance sheet of such Person, (e) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on, or payable out of the proceeds of production from, property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Guaranty Obligations of such Person with respect to Indebtedness of another Person, (h) the principal portion of all Capital Lease Obligations of such Person, (i) all obligations of such Person under Hedging Agreements, excluding any portion thereof which would be accounted for as interest expense under GAAP, (j) the maximum amount of all letters of credit issued or bankers' acceptances facilities created for the account of such Person and, without duplication, all drafts drawn thereunder (to the extent unreimbursed), (k) all preferred Capital Stock issued by such Person and which by the terms thereof could be (at the request of the holders thereof or otherwise) subject to mandatory sinking fund payments, redemption or other acceleration, (l) the principal balance outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product, (m) the Indebtedness of any partnership or unincorporated joint venture in which such Person is a general partner or a joint venturer and (n) obligations of such Person under non-compete agreements. "Insolvency" shall mean, with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA. "Insolvent" shall mean being in a condition of Insolvency. "Intellectual Property" shall mean the Copyrights, Copyright Licenses, Patents, Patent Licenses, Trademarks and Trademark Licenses of the Borrower and its Subsidiaries, all goodwill associated therewith and all rights to sue for infringement thereof. "Interest Coverage Ratio" shall mean the ratio of (i) Consolidated EBITDA to (ii) Consolidated Interest Expense paid or payable in cash during the applicable testing period. "Interest Payment Date" shall mean (a) as to any Alternate Base Rate Loan, the last Business Day of each March, June, September and December and on the applicable Maturity Date, (b) as to any LIBOR Rate Loan having an Interest Period of three months or less, the last 14

day of such Interest Period and on the applicable Maturity Date, and (c) as to any LIBOR Rate Loan having an Interest Period longer than three months, (i) each three (3) month anniversary following the first day of such Interest Period, (ii) the last day of such Interest Period and (iii) on the applicable Maturity Date. "Interest Period" shall mean, with respect to any LIBOR Rate Loan, (i) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower in the notice of borrowing or notice of conversion given with respect thereto; and (ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto;

day of such Interest Period and on the applicable Maturity Date, and (c) as to any LIBOR Rate Loan having an Interest Period longer than three months, (i) each three (3) month anniversary following the first day of such Interest Period, (ii) the last day of such Interest Period and (iii) on the applicable Maturity Date. "Interest Period" shall mean, with respect to any LIBOR Rate Loan, (i) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower in the notice of borrowing or notice of conversion given with respect thereto; and (ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such LIBOR Rate Loan and ending one, two, three or six months thereafter, as selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect thereto; provided that the foregoing provisions are subject to the following: (A) if any Interest Period pertaining to a LIBOR Rate Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day; (B) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the relevant calendar month; (C) if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected an Alternate Base Rate Loan to replace the affected LIBOR Rate Loan; (D) any Interest Period in respect of any Loan that would otherwise extend beyond the applicable Maturity Date shall end on the applicable Maturity Date and, further with regard to (1) the Term Loans, no Interest Period shall extend beyond any principal amortization payment date unless the portion of such Term Loans consisting of Alternate Base Rate Loans together with the portion of such Term Loans consisting of LIBOR Rate Loans with Interest Periods expiring prior to or concurrently with the date such principal amortization payment date is due, is at least equal to the amount of such principal amortization payment due on such date and (2) Revolving Loans, no Interest Period shall extend beyond any Reduction Date unless the portion of Revolving Loans consisting of Alternate 15

Base Rate Loans together with the portion of Revolving Loans consisting of LIBOR Rate Loans with Interest Periods expiring prior to or concurrently with such Reduction Date, is at least equal to the Regularly Scheduled Reduction Amount due on such Reduction Date; and (E) no more than six (6) LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period. "Investment" shall mean (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets, shares of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of any Person or (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the purchase of equipment or other assets in the ordinary course of business) or (c) any other capital contribution to or investment in such Person, including, without limitation, any Guaranty Obligation (including any support for a Letter of Credit issued on behalf of such Person) incurred for the benefit of such Person.

Base Rate Loans together with the portion of Revolving Loans consisting of LIBOR Rate Loans with Interest Periods expiring prior to or concurrently with such Reduction Date, is at least equal to the Regularly Scheduled Reduction Amount due on such Reduction Date; and (E) no more than six (6) LIBOR Rate Loans may be in effect at any time. For purposes hereof, LIBOR Rate Loans with different Interest Periods shall be considered as separate LIBOR Rate Loans, even if they shall begin on the same date, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new LIBOR Rate Loan with a single Interest Period. "Investment" shall mean (a) the acquisition (whether for cash, property, services, assumption of Indebtedness, securities or otherwise) of assets, shares of Capital Stock, bonds, notes, debentures, partnership, joint ventures or other ownership interests or other securities of any Person or (b) any deposit with, or advance, loan or other extension of credit to, such Person (other than deposits made in connection with the purchase of equipment or other assets in the ordinary course of business) or (c) any other capital contribution to or investment in such Person, including, without limitation, any Guaranty Obligation (including any support for a Letter of Credit issued on behalf of such Person) incurred for the benefit of such Person. "Issuing Lender" shall mean First Union. "Issuing Lender Fees" shall have the meaning set forth in Section 2.6(c). "Joinder Agreement" shall mean a Joinder Agreement in substantially the form of Schedule 5.10, executed and delivered by an Additional Credit Party in accordance with the provisions of Section 5.10. "Leases" shall mean any leases, licenses, permits, rights of way or other interests of the Credit Parties in real property of the Credit Parties related to the Broadcasting Properties. "Lender" shall have the meaning set forth in the first paragraph of this Credit Agreement. "Letters of Credit" shall mean any letter of credit issued by the Issuing Lender pursuant to the terms hereof, as such Letters of Credit may be amended, modified, extended, renewed or replaced from time to time. "Letter of Credit Fee" shall have the meaning set forth in Section 2.6(b). "Leverage Ratio" shall mean the ratio of (i) Consolidated Funded Debt to (ii) Consolidated EBITDA. "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 16 3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such rates is available, then "LIBOR" shall mean the rate per annum at which, as determined by the Administrative Agent, Dollars in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected. "LIBOR Lending Office" shall mean, initially, the office of each Lender designated as such Lender's LIBOR

3750 (or any successor page) as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period. If for any reason such rate is not available, the term "LIBOR" shall mean, for any LIBOR Rate Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%). If, for any reason, neither of such rates is available, then "LIBOR" shall mean the rate per annum at which, as determined by the Administrative Agent, Dollars in an amount comparable to the Loans then requested are being offered to leading banks at approximately 11:00 A.M. London time, two (2) Business Days prior to the commencement of the applicable Interest Period for settlement in immediately available funds by leading banks in the London interbank market for a period equal to the Interest Period selected. "LIBOR Lending Office" shall mean, initially, the office of each Lender designated as such Lender's LIBOR Lending Office shown on Schedule 9.2; and thereafter, such other office of such Lender as such Lender may from time to time specify to the Administrative Agent and the Borrower as the office of such Lender at which the LIBOR Rate Loans of such Lender are to be made. "LIBOR Rate" shall mean a rate per annum (rounded upwards, if necessary, to the nearest 1/100th of 1%) determined by the Administrative Agent pursuant to the following formula: LIBOR Rate = LIBOR

1.00 - Eurodollar Reserve Percentage "LIBOR Rate Loan" shall mean Loans the rate of interest applicable to which is based on the LIBOR Rate. "Lien" shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any Capital Lease having substantially the same economic effect as any of the foregoing). "Loan" shall mean a Revolving Loan, a Tranche A Term Loan, a Tranche B Term Loan and/or an Additional Loan, as appropriate. "LOC Commitment" shall mean the commitment of the Issuing Lender to issue Letters of Credit and with respect to each Lender that has a Revolving Commitment, the commitment of such Lender to purchase participation interests in the Letters of Credit up to such Lender's LOC 17 Committed Amount as specified in Schedule 2.1(a), as such amount may be reduced from time to time in accordance with the provisions hereof. "LOC Commitment Percentage" shall mean, for each Lender, the percentage identified as its LOC Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c). "LOC Committed Amount" shall have the meaning set forth in Section 2.5(a). "LOC Documents" shall mean, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of

Committed Amount as specified in Schedule 2.1(a), as such amount may be reduced from time to time in accordance with the provisions hereof. "LOC Commitment Percentage" shall mean, for each Lender, the percentage identified as its LOC Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c). "LOC Committed Amount" shall have the meaning set forth in Section 2.5(a). "LOC Documents" shall mean, with respect to any Letter of Credit, such Letter of Credit, any amendments thereto, any documents delivered in connection therewith, any application therefor, and any agreements, instruments, guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (i) the rights and obligations of the parties concerned or (ii) any collateral security for such obligations. "LOC Obligations" shall mean, at any time, the sum of (i) the maximum amount which is, or at any time thereafter may become, available to be drawn under Letters of Credit then outstanding, assuming compliance with all requirements for drawings referred to in such Letters of Credit plus (ii) the aggregate amount of all drawings under Letters of Credit honored by the Issuing Lender but not theretofore reimbursed. "LOC Participant" shall have the meaning set forth in Section 2.5(c). "Mandatory Borrowing" shall have the meaning set forth in Section 2.5(e). "Material Adverse Effect" shall mean a material adverse effect on (a) the business, operations, property, assets (including any Governmental Approvals), condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower or any Guarantor to perform its obligations, when such obligations are required to be performed, under this Credit Agreement, any of the Notes or any other Credit Document or (c) the validity or enforceability of this Credit Agreement, any of the Notes or any of the other Credit Documents or any material provision of any of the foregoing or any of the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder; provided, that it is understood and agreed that the changes in results of operations and financial condition of the Borrower and its Subsidiaries from December 31, 2000 to December 31, 2001 (as reflected in the unaudited financial statements of the Borrower and its Subsidiaries dated December 31, 2001), shall not constitute a "Material Adverse Effect". "Material Contract" shall mean (a) the FCC Licenses, (b) the Affiliation Agreements, (c) those individual Program Contracts involving monetary liability in excess of $1,000,000 per annum, (d) any contract or other agreement, written or oral, of the Borrower or any of its Subsidiaries involving monetary liability of or to any such Person in an amount in excess of $1,000,000 per annum and (e) any other contract, agreement, permit or license, written or oral, of the Borrower or any of its Subsidiaries the failure to comply with which could reasonably be expected to have a Material Adverse Effect. 18 "Material FCC License" shall mean any FCC License other than an Immaterial FCC License, including, without limitation, any FCC License designated as a "Material FCC License" on Schedule 3.24. "Material PUC Authorization" shall mean any PUC Authorization other than an Immaterial PUC Authorization, including, without limitation, any PUC Authorization designated as a "Material PUC Authorization" on Schedule 3.24. "Materials of Environmental Concern" shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation. "Maturity Date" shall mean (i) with respect to the Tranche A Term Loan, the Tranche A Term Loan Maturity

"Material FCC License" shall mean any FCC License other than an Immaterial FCC License, including, without limitation, any FCC License designated as a "Material FCC License" on Schedule 3.24. "Material PUC Authorization" shall mean any PUC Authorization other than an Immaterial PUC Authorization, including, without limitation, any PUC Authorization designated as a "Material PUC Authorization" on Schedule 3.24. "Materials of Environmental Concern" shall mean any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation. "Maturity Date" shall mean (i) with respect to the Tranche A Term Loan, the Tranche A Term Loan Maturity Date, (ii) with respect to the Tranche B Term Loan, the Tranche B Term Loan Maturity Date and (iii) with respect to Revolving Loans, the Revolving Commitment Termination Date. "Moody's" shall mean Moody's Investors Service, Inc. "Multiemployer Plan" shall mean a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA. "Net Cash Proceeds" shall mean the aggregate cash proceeds received by the Borrower or any Subsidiary in respect of any Asset Disposition, Equity Issuance or Debt Issuance, net of (a) direct costs (including, without limitation, legal, accounting and investment banking fees, and sales commissions), (b) unless and until released to the Borrower or such Subsidiary, amounts held in escrow to be applied as part of the purchase price of any Asset Disposition and (c) taxes paid or payable as a result thereof; it being understood that "Net Cash Proceeds" shall include, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received by the Borrower or any Subsidiary in any Asset Disposition, Equity Issuance or Debt Issuance and any cash released from escrow as part of the purchase price in connection with any Asset Disposition. "Network" shall mean any of the National Broadcasting Company, Inc., American Broadcasting Company, Inc., CBS Television Network, Inc., Fox Broadcasting Company, United Paramount Network or the Warner Brothers Network. "Note" or "Notes" shall mean the Revolving Notes, the Tranche A Term Notes and/or the Tranche B Term Notes, collectively, separately or individually, as appropriate. "Notice of Borrowing" shall mean the written notice of borrowing as referenced and defined in Section 2.1(b)(i). 19 "Notice of Conversion/Extension" shall mean the written notice of extension or conversion as referenced and defined in Section 2.11. "Obligations" shall mean, collectively, Loans and LOC Obligations. "Ownership Reports" shall mean with respect to any Television Station owned by any Credit Party, the report and certifications filed with the FCC pursuant to 47 C.F.R. [sec]73.3615, or any comparable reports filed pursuant to any successor regulation thereto or otherwise required by applicable Communications Law. "Parent" shall mean Fisher Communications, Inc., a Washington corporation. "Parent Pledge Agreement" shall mean the Pledge Agreement dated as of the Closing Date executed by the Parent and delivered to the Administrative Agent. "Participant" shall have the meaning set forth in Section 9.6(b). "Participation Interest" shall mean a participation interest purchased by a Lender in LOC Obligations as provided in Section 2.5(c).

"Notice of Conversion/Extension" shall mean the written notice of extension or conversion as referenced and defined in Section 2.11. "Obligations" shall mean, collectively, Loans and LOC Obligations. "Ownership Reports" shall mean with respect to any Television Station owned by any Credit Party, the report and certifications filed with the FCC pursuant to 47 C.F.R. [sec]73.3615, or any comparable reports filed pursuant to any successor regulation thereto or otherwise required by applicable Communications Law. "Parent" shall mean Fisher Communications, Inc., a Washington corporation. "Parent Pledge Agreement" shall mean the Pledge Agreement dated as of the Closing Date executed by the Parent and delivered to the Administrative Agent. "Participant" shall have the meaning set forth in Section 9.6(b). "Participation Interest" shall mean a participation interest purchased by a Lender in LOC Obligations as provided in Section 2.5(c). "Patent Licenses" shall mean all agreements, whether written or oral, providing for the grant by or to a Person of any right to manufacture, use or sell any invention covered by a Patent, including, without limitation, any thereof referred to in Schedule 3.16 to the Credit Agreement. "Patents" shall mean all letters patent of the United States or any other country, now existing or hereafter arising, and all improvement patents, reissues, reexaminations, patents of additions, renewals and extensions thereof, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement, and (ii) all applications for letters patent of the United States or any other country, now existing or hereafter arising, and all provisionals, divisions, continuations and continuations-in-part and substitutes thereof, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement. "PBGC" shall mean the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA. "Permitted Acquisition" shall mean an acquisition or any series of related acquisitions of the type of business permitted to be engaged in by the Borrower and its Subsidiaries pursuant to Section 6.4 hereof so long as (a) no Default or Event of Default shall then exist or would exist after giving effect thereto, (b) the Credit Parties shall demonstrate to the reasonable satisfaction of the Administrative Agent that the Credit Parties will be in pro forma compliance with all of the terms and provisions of the financial covenants set forth in Section 5.9, (c) the Administrative Agent, on behalf of the Lenders, shall have received (or shall receive in connection with the closing of such acquisition) a first priority perfected security interest in the property acquired and (d) if the total consideration (including, without limitation, assumed liabilities, earnout payments and any other deferred payment) for the business or property acquired in such acquisition or 20 series of related acquisitions exceeds $5,000,000, the Required Lenders shall have approved such acquisition(s); provided that no such approval of the Required Lenders shall be required if, after giving effect to such acquisition (s) on a pro forma basis consistent with Section 1.3, the Leverage Ratio is less than 3.5 to 1.0. "Permitted Investments" shall mean: (i) cash and Cash Equivalents; (ii) Investments existing as of the Closing Date and set forth on Schedule 1.1-2; (iii) receivables owing to the Borrower or any of its Subsidiaries or any receivables and advances to suppliers, in

series of related acquisitions exceeds $5,000,000, the Required Lenders shall have approved such acquisition(s); provided that no such approval of the Required Lenders shall be required if, after giving effect to such acquisition (s) on a pro forma basis consistent with Section 1.3, the Leverage Ratio is less than 3.5 to 1.0. "Permitted Investments" shall mean: (i) cash and Cash Equivalents; (ii) Investments existing as of the Closing Date and set forth on Schedule 1.1-2; (iii) receivables owing to the Borrower or any of its Subsidiaries or any receivables and advances to suppliers, in each case if created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms, business practices consistent with those of the Borrower and its Subsidiaries existing on the Closing Date and prudent industry practices; (iv) Investments in and loans to any Credit Party expressly subordinated in all cases to the Credit Party Obligations pursuant to the terms of the Subordination Agreement; (v) loans and advances to officers, directors and employees in an aggregate amount not to exceed $1,000,000 at any time outstanding; (vi) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business; (vii) Investments, acquisitions or transactions permitted under Section 6.5(b); and (viii) additional loans, advances and/or Investments of a nature not contemplated by the foregoing clauses hereof, provided that such loans, advances and/or investments made pursuant to this clause (viii) shall not exceed an aggregate amount of $2,000,000. "Permitted Liens" shall mean: (i) Liens created by or otherwise existing under or in connection with this Credit Agreement or the other Credit Documents in favor of the Lenders; (ii) Liens in favor of a Lender or any affiliate of a Lender hereunder in connection with Hedging Agreements, but only (A) to the extent such Liens secure 21 obligations under Hedging Agreements with any Lender, or any affiliate of a Lender, (B) to the extent such Liens are on the same collateral as to which the Administrative Agent on behalf of the Lenders also has a Lien, (C) if such Hedging Agreement counterparty and the Lenders shall share pari passu in the collateral subject to such Liens and (D) to the extent such Hedging Agreements are permitted by Section 6.1(d); (iii) Liens securing purchase money indebtedness and Capital Lease Obligations (and refinancings thereof) to the extent permitted under Section 6.1(c); provided, that (A) any such Lien attaches to such property concurrently with or within 30 days after the acquisition thereof and (B) such Lien attaches solely to the property so acquired in such transaction; (iv) Liens for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace (not to exceed 60 days), if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization); (v) statutory Liens such as carriers', warehousemen's, mechanics', materialmen's, landlords', repairmen's or other

obligations under Hedging Agreements with any Lender, or any affiliate of a Lender, (B) to the extent such Liens are on the same collateral as to which the Administrative Agent on behalf of the Lenders also has a Lien, (C) if such Hedging Agreement counterparty and the Lenders shall share pari passu in the collateral subject to such Liens and (D) to the extent such Hedging Agreements are permitted by Section 6.1(d); (iii) Liens securing purchase money indebtedness and Capital Lease Obligations (and refinancings thereof) to the extent permitted under Section 6.1(c); provided, that (A) any such Lien attaches to such property concurrently with or within 30 days after the acquisition thereof and (B) such Lien attaches solely to the property so acquired in such transaction; (iv) Liens for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace (not to exceed 60 days), if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of organization); (v) statutory Liens such as carriers', warehousemen's, mechanics', materialmen's, landlords', repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith by appropriate proceedings; (vi) pledges or deposits in connection with workers' compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements; (vii) deposits to secure leases incurred in the ordinary course of business; (viii) easements, rights of way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; and (ix) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property). 22 "Permitted Parent Debt" shall mean any Indebtedness of the Parent that (a) is existing as of the Closing Date and set forth on Schedule 1.1-3 (together with renewals, refinancings or extensions thereof in a principal amount not in excess of the principal amount outstanding as of the date of any such renewal, refinancing or extension) or (b) is incurred after the Closing Date and approved by the Administrative Agent. "Permitted Parent Liens" shall mean any Liens securing Permitted Parent Debt that (a) are existing as of the Closing Date and set forth on Schedule 1.1-4 or (b) granted after the Closing Date and approved by the Administrative Agent. "Person" shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. "Plan" shall mean, at any particular time, any employee benefit plan which is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA.

"Permitted Parent Debt" shall mean any Indebtedness of the Parent that (a) is existing as of the Closing Date and set forth on Schedule 1.1-3 (together with renewals, refinancings or extensions thereof in a principal amount not in excess of the principal amount outstanding as of the date of any such renewal, refinancing or extension) or (b) is incurred after the Closing Date and approved by the Administrative Agent. "Permitted Parent Liens" shall mean any Liens securing Permitted Parent Debt that (a) are existing as of the Closing Date and set forth on Schedule 1.1-4 or (b) granted after the Closing Date and approved by the Administrative Agent. "Person" shall mean an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature. "Plan" shall mean, at any particular time, any employee benefit plan which is covered by Title IV of ERISA and in respect of which the Borrower or a Commonly Controlled Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of ERISA. "Pledge Agreements" shall mean (i) the Pledge Agreement dated as of the Closing Date executed by the Borrower and the Guarantors and delivered to the Administrative Agent, (ii) the Parent Pledge Agreement and (iii) any other Pledge Agreement executed by a Credit Party or an Additional Credit Party and delivered to the Administrative Agent, in each case as the same may from time to time be amended, supplemented or otherwise modified in accordance with the terms hereof and thereof. "Prime Rate" shall have the meaning set forth in the definition of Alternate Base Rate. "Program" shall mean any television series or other program produced or distributed television release (including any syndicated series or other program regardless of its medium of initial exploitation), in each case whether recorded on film, videotape, audiotape, cassette cartridge, disc or by any other means, method, process or device, whether now known or hereafter developed. "Program Contracts" shall mean all contracts for television, film, programs, music and related audio rights, syndicated series exhibition rights and other similar rights acquired under license agreements. "Program Rights" shall mean any right whether arising under Program Contracts or otherwise, to sell, distribute, subdistribute, exhibit, lease, sublease, license, sublicense or otherwise exploit Programs. "Program Rights Costs" shall mean the maximum amount which the Borrower and/or any of its Subsidiaries or its or their co-ventures have furnished or have contractually committed to 23

furnish (whether or not such commitments shall be reflected as an asset or liability on the Consolidated balance sheet of the Borrower) toward the production or acquisition by the Borrower and/or any of its Subsidiaries or its or their co-venturers of any Program Rights with respect to any Program. "Programming Amortization Expense" shall mean as at any date of determination, total amortization expense of the Borrower and its Subsidiaries for the period of four (4) immediately preceding consecutive fiscal quarters ending on or prior to such date of determination which is directly attributable to Programs, Program Rights or Program Contracts, determined on a Consolidated basis. "Programming Cash Payments" shall mean, for any period, the aggregate cash payments actually made by Borrower and its Subsidiaries on a Consolidated basis during such period in respect of Programming Obligations. "Programming Obligations" shall mean, as at any date of determination, all direct or indirect liabilities (including,

furnish (whether or not such commitments shall be reflected as an asset or liability on the Consolidated balance sheet of the Borrower) toward the production or acquisition by the Borrower and/or any of its Subsidiaries or its or their co-venturers of any Program Rights with respect to any Program. "Programming Amortization Expense" shall mean as at any date of determination, total amortization expense of the Borrower and its Subsidiaries for the period of four (4) immediately preceding consecutive fiscal quarters ending on or prior to such date of determination which is directly attributable to Programs, Program Rights or Program Contracts, determined on a Consolidated basis. "Programming Cash Payments" shall mean, for any period, the aggregate cash payments actually made by Borrower and its Subsidiaries on a Consolidated basis during such period in respect of Programming Obligations. "Programming Obligations" shall mean, as at any date of determination, all direct or indirect liabilities (including, but without duplication, any Guaranty Obligations relating to or arising in connection with a Programming Obligation), contingent or otherwise, with respect to Program Contracts, Programs or Program Rights (including, without limitation, all Program Rights Costs) of the Borrower and its Subsidiaries, whether or not reflected on the Consolidated balance sheet of the Borrower and its Subsidiaries. "Properties" shall have the meaning set forth in Section 3.10(a). "PUC" shall mean any state, provincial or other local regulatory agency or body that exercises jurisdiction over the rates or services or the ownership, construction or operation of any television or radio station or over Persons who own, construct or operate any television or radio station, in each case by reason of the nature or type of the business subject to regulation and not pursuant to laws and regulations of general applicability to Persons conducting business in any such jurisdiction. "PUC Authorizations" shall mean any application or registration with, and any validation, exemption, franchise, waiver, approval, order or authorization, consent, license, certificate and permit (other than any building permit) from any PUC. "Purchasing Lenders" shall have the meaning set forth in Section 9.6(c). "Radio Groups" shall mean Radio Stations that are grouped together for financial reporting purposes, including the "Radio Seattle Group," the "Radio Portland Group," the "Regional Radio Group" and any other set of Radio Stations designated by the Borrower as a group for financial reporting purposes. "Radio Station" shall mean all of the radio stations owned and operated by the Borrower and its Subsidiaries (including all radio stations acquired through Permitted Acquisitions); 24

provided, in the case of a disposition permitted pursuant to the terms hereof, such term shall not include any radio station transferred in connection with such disposition. "Recovery Event" shall mean the receipt by the Borrower or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets. "Reduction Date" shall have the meaning set forth in Section 2.7(b)(ii). "Register" shall have the meaning set forth in Section 9.6(d). "Regularly Scheduled Reduction Amounts" shall have the meaning set forth in Section 2.7(b)(ii). "Reimbursement Obligation" shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 2.5(d) for amounts drawn under Letters of Credit.

provided, in the case of a disposition permitted pursuant to the terms hereof, such term shall not include any radio station transferred in connection with such disposition. "Recovery Event" shall mean the receipt by the Borrower or any of its Subsidiaries of any cash insurance proceeds or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any of their respective property or assets. "Reduction Date" shall have the meaning set forth in Section 2.7(b)(ii). "Register" shall have the meaning set forth in Section 9.6(d). "Regularly Scheduled Reduction Amounts" shall have the meaning set forth in Section 2.7(b)(ii). "Reimbursement Obligation" shall mean the obligation of the Borrower to reimburse the Issuing Lender pursuant to Section 2.5(d) for amounts drawn under Letters of Credit. "Reorganization" shall mean, with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA. "Reportable Event" shall mean any of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty-day notice period is waived under PBGC Reg. [sec]4043. "Required Lenders" shall mean Lenders holding in the aggregate not less than 51% of the sum of (i) all Revolving Loans and LOC Obligations then outstanding at such time plus the aggregate unused Revolving Commitments at such time (treating for purposes hereof in the case of LOC Obligations, in the case of the Issuing Lender, only the portion of the LOC Obligations of the Issuing Lender which is not subject to the Participation Interests of the other Lenders and, in the case of the Lenders other than the Issuing Lender, the Participation Interests of such Lenders in LOC Obligations hereunder as direct Obligations) and (ii) the principal amount of the Term Loans then outstanding at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders, Obligations (including Participation Interests) owing to such Defaulting Lender and such Defaulting Lender's Commitments, or after termination of the Commitments, the principal balance of the Obligations owing to such Defaulting Lender. "Requirement of Law" shall mean, as to any Person, the Certificate of Incorporation and By-laws or other organizational or governing documents of such Person, and each law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 25 "Responsible Officer" shall mean, (a) as to the Borrower, the President, the Assistant Secretary or the sole Director or (b) as to any other Credit Party, the Manager, the President or the Assistant Secretary. "Restricted Payment" shall mean (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding and (d) the payment by the Borrower or any of its Subsidiaries of any management or consulting fee to any Person or of any salary, bonus or other form of compensation to any Person who is directly or indirectly a significant partner, shareholder, owner or executive officer of any such Person, to the extent such salary, bonus or other form of compensation is not included in the corporate overhead of the Borrower or such Subsidiary. "Revolving Commitment" shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans in an aggregate principal amount at any time outstanding up to such Lender's Revolving Committed Amount as specified in Schedule 2.1(a), as such amount may be reduced from time to time in

"Responsible Officer" shall mean, (a) as to the Borrower, the President, the Assistant Secretary or the sole Director or (b) as to any other Credit Party, the Manager, the President or the Assistant Secretary. "Restricted Payment" shall mean (a) any dividend or other distribution, direct or indirect, on account of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding, (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Capital Stock of the Borrower or any of its Subsidiaries, now or hereafter outstanding and (d) the payment by the Borrower or any of its Subsidiaries of any management or consulting fee to any Person or of any salary, bonus or other form of compensation to any Person who is directly or indirectly a significant partner, shareholder, owner or executive officer of any such Person, to the extent such salary, bonus or other form of compensation is not included in the corporate overhead of the Borrower or such Subsidiary. "Revolving Commitment" shall mean, with respect to each Lender, the commitment of such Lender to make Revolving Loans in an aggregate principal amount at any time outstanding up to such Lender's Revolving Committed Amount as specified in Schedule 2.1(a), as such amount may be reduced from time to time in accordance with the provisions hereof. "Revolving Commitment Percentage" shall mean, for each Lender, the percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c). "Revolving Commitment Termination Date" shall mean February 29, 2008. "Revolving Committed Amount" shall have the meaning set forth in Section 2.1(a). "Revolving Loans" shall have the meaning set forth in Section 2.1. "Revolving Note" or "Revolving Notes" shall mean the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time. "S&P" shall mean Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. "Security Agreements" shall mean (i) the Security Agreement dated as of the Closing Date executed by the Borrower and the Guarantors and delivered to the Administrative Agent and (ii) any other Security Agreement executed by a Credit Party or an Additional Credit Party 26

and delivered to the Administrative Agent, in each case as amended, modified or supplemented from time to time in accordance with its terms. "Security Documents" shall mean the Security Agreements, the Pledge Agreements and such other documents executed and delivered in connection with the attachment and perfection of the Administrative Agent's security interests and Liens arising thereunder, including, without limitation, UCC financing statements and patent, trademark and copyright filings. "Single Employer Plan" shall mean any Plan that is not a Multiemployer Plan. "Specified Sales" shall mean (a) the sale, transfer, lease or other disposition of inventory, materials and other assets in the ordinary course of business (which in no event shall be deemed to include the sale of all or substantially all of the assets of a Station) and (b) the sale, transfer or other disposition of cash or Cash

and delivered to the Administrative Agent, in each case as amended, modified or supplemented from time to time in accordance with its terms. "Security Documents" shall mean the Security Agreements, the Pledge Agreements and such other documents executed and delivered in connection with the attachment and perfection of the Administrative Agent's security interests and Liens arising thereunder, including, without limitation, UCC financing statements and patent, trademark and copyright filings. "Single Employer Plan" shall mean any Plan that is not a Multiemployer Plan. "Specified Sales" shall mean (a) the sale, transfer, lease or other disposition of inventory, materials and other assets in the ordinary course of business (which in no event shall be deemed to include the sale of all or substantially all of the assets of a Station) and (b) the sale, transfer or other disposition of cash or Cash Equivalents. "Stations" shall mean a collective reference to the Television Stations and the Radio Stations. "Subordination Agreement" shall mean the Subordination Agreement dated as of the Closing Date executed by the Credit Parties in favor of the Administrative Agent, pursuant to which the Credit Parties have agreed to subordinate intercompany loans between or among the Credit Parties to the payment in full of the Credit Party Obligations. "Subsidiary" shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a "Subsidiary" or to "Subsidiaries" in this Credit Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower. "Taxes" shall have the meaning set forth in Section 2.19. "Television Station" shall mean all of the television stations owned and operated by the Borrower and its Subsidiaries (including all television stations acquired through Permitted Acquisitions); provided, in the case of a disposition permitted pursuant to the terms hereof, such term shall not include any television station transferred in connection with such disposition. "Term Loans" shall mean, collectively, the Tranche A Term Loans and the Tranche B Term Loans. 27 "Trademark License" shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement. "Trademarks" shall mean all trademarks, trade names, corporate names, company names, business names, fictitious business names, service marks, elements of package or trade dress of goods or services, logos and other source or business identifiers (other than such items that are of de minimus value), together with the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement, and (ii) all renewals thereof including, without limitation, any thereof referred to in Schedule 3.16. "Tranche" shall mean the collective reference to (a) LIBOR Rate Loans whose Interest Periods begin and end on the same day and (b) Alternate Base Rate Loans made on the same day. A Tranche with respect to LIBOR Rate Loans may sometimes be referred to as a "Eurodollar Tranche".

"Trademark License" shall mean any agreement, whether written or oral, providing for the grant by or to a Person of any right to use any Trademark, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement. "Trademarks" shall mean all trademarks, trade names, corporate names, company names, business names, fictitious business names, service marks, elements of package or trade dress of goods or services, logos and other source or business identifiers (other than such items that are of de minimus value), together with the goodwill associated therewith, now existing or hereafter adopted or acquired, all registrations and recordings thereof, and all applications in connection therewith, whether in the United States Patent and Trademark Office or in any similar office or agency of the United States, any State thereof or any other country or any political subdivision thereof, including, without limitation, any thereof referred to in Schedule 3.16 to this Credit Agreement, and (ii) all renewals thereof including, without limitation, any thereof referred to in Schedule 3.16. "Tranche" shall mean the collective reference to (a) LIBOR Rate Loans whose Interest Periods begin and end on the same day and (b) Alternate Base Rate Loans made on the same day. A Tranche with respect to LIBOR Rate Loans may sometimes be referred to as a "Eurodollar Tranche". "Tranche A Term Loan" shall have the meaning set forth in Section 2.2(a). "Tranche A Term Loan Commitment" shall mean, with respect to each Lender, the commitment of such Lender to make its portion of the Tranche A Term Loan in a principal amount equal to such Lender's Tranche A Term Loan Commitment Percentage of the Tranche A Term Loan Committed Amount. "Tranche A Term Loan Commitment Percentage" shall mean, for any Lender, the percentage identified as its Tranche A Term Loan Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c). "Tranche A Term Loan Committed Amount" shall have the meaning set forth in Section 2.2(a). "Tranche A Term Loan Maturity Date" shall mean February 29, 2008. "Tranche A Term Note" or "Tranche A Term Notes" shall mean the promissory notes of the Borrower in favor of each of the Lenders evidencing the portion of the Tranche A Term Loan provided pursuant to Section 2.2(d), individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time. "Tranche B Term Loan" shall have the meaning set forth in Section 2.3(a). 28 "Tranche B Term Loan Commitment" shall mean, with respect to each Lender, the commitment of such Lender to make its portion of the Tranche B Term Loan in a principal amount equal to such Lender's Tranche B Term Loan Commitment Percentage of the Tranche B Term Loan Committed Amount. "Tranche B Term Loan Commitment Percentage" shall mean, for any Lender, the percentage identified as its Tranche B Term Loan Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c). "Tranche B Term Loan Committed Amount" shall have the meaning set forth in Section 2.3(a). "Tranche B Term Loan Maturity Date" shall mean February 28, 2010. "Tranche B Term Note" or "Tranche B Term Notes" shall mean the promissory notes of the Borrower in favor of each of the Lenders evidencing the portion of the Tranche B Term Loan provided pursuant to Section 2.3(d), individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time. "Transfer Effective Date" shall mean the effective date of any Commitment Transfer Supplement.

"Tranche B Term Loan Commitment" shall mean, with respect to each Lender, the commitment of such Lender to make its portion of the Tranche B Term Loan in a principal amount equal to such Lender's Tranche B Term Loan Commitment Percentage of the Tranche B Term Loan Committed Amount. "Tranche B Term Loan Commitment Percentage" shall mean, for any Lender, the percentage identified as its Tranche B Term Loan Commitment Percentage on Schedule 2.1(a), as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 9.6(c). "Tranche B Term Loan Committed Amount" shall have the meaning set forth in Section 2.3(a). "Tranche B Term Loan Maturity Date" shall mean February 28, 2010. "Tranche B Term Note" or "Tranche B Term Notes" shall mean the promissory notes of the Borrower in favor of each of the Lenders evidencing the portion of the Tranche B Term Loan provided pursuant to Section 2.3(d), individually or collectively, as appropriate, as such promissory notes may be amended, modified, restated, supplemented, extended, renewed or replaced from time to time. "Transfer Effective Date" shall mean the effective date of any Commitment Transfer Supplement. "2.19 Certificate" shall have the meaning set forth in Section 2.19. "Type" shall mean, as to any Loan, its nature as an Alternate Base Rate Loan or LIBOR Rate Loan, as the case may be. "Voting Stock" of a corporation, limited liability company or partnership shall mean, at any time, all classes of the Capital Stock or other voting securities of such Person then outstanding and ordinarily entitled to vote in the election of directors (or similar governing authority). SECTION 1.2 OTHER DEFINITIONAL PROVISIONS. (a) Unless otherwise specified therein, all terms defined in this Credit Agreement shall have the defined meanings when used in the Notes or other Credit Documents or any certificate or other document made or delivered pursuant hereto. (b) The words "hereof", "herein" and "hereunder" and words of similar import when used in this Credit Agreement shall refer to this Credit Agreement as a whole and not to any particular provision of this Credit Agreement, and Section, subsection, Schedule and Exhibit references are to this Credit Agreement unless otherwise specified. 29

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. SECTION 1.3 ACCOUNTING TERMS. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent with the most recent audited Consolidated financial statements of the Borrower delivered to the Lenders; provided that, if the Borrower notifies the Administrative Agent that it wishes to amend any covenant in Section 5.9 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.9 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any

(c) The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms. SECTION 1.3 ACCOUNTING TERMS. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with GAAP applied on a basis consistent with the most recent audited Consolidated financial statements of the Borrower delivered to the Lenders; provided that, if the Borrower notifies the Administrative Agent that it wishes to amend any covenant in Section 5.9 to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Section 5.9 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders. The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, (i) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above and (ii) a reasonable estimate of the effect on the financial statements on account of such changes in application. For purposes of computing the financial covenants set forth in Section 5.9 for any applicable test period, any Permitted Acquisition or permitted sale of assets (including a stock sale) shall have been deemed to have taken place as of the first day of such applicable test period. ARTICLE II THE LOANS; AMOUNT AND TERMS SECTION 2.1 REVOLVING LOANS. (a) Revolving Commitment. During the Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans ("Revolving Loans") to the Borrower from time to time for the purposes hereinafter set forth; provided, however, that (i) with regard to each Lender individually, the sum of such Lender's share of outstanding Revolving Loans plus such Lender's LOC Commitment Percentage of LOC Obligations shall not exceed such Lender's Revolving Commitment Percentage of the aggregate Revolving Committed Amount, and (ii) with regard to the Lenders collectively, the sum of the aggregate amount of outstanding Revolving Loans 30 plus LOC Obligations shall not exceed the aggregate Revolving Committed Amount then in effect. For purposes hereof, the aggregate amount of Revolving Loans available hereunder shall be TWENTY-FIVE Million DOLLARS ($25,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 2.7, the "Revolving Committed Amount"). Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, Revolving Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Alternate Base Rate Loans. (b) Revolving Loan Borrowings. (i) Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than

plus LOC Obligations shall not exceed the aggregate Revolving Committed Amount then in effect. For purposes hereof, the aggregate amount of Revolving Loans available hereunder shall be TWENTY-FIVE Million DOLLARS ($25,000,000) (as such aggregate maximum amount may be reduced from time to time as provided in Section 2.7, the "Revolving Committed Amount"). Revolving Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof; provided, however, Revolving Loans made on the Closing Date or on any of the three Business Days following the Closing Date may only consist of Alternate Base Rate Loans. (b) Revolving Loan Borrowings. (i) Notice of Borrowing. The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Administrative Agent not later than 1:00 P.M. (Charlotte, North Carolina time) on the Business Day prior to the date of the requested borrowing in the case of Alternate Base Rate Loans, and on the third Business Day prior to the date of the requested borrowing in the case of LIBOR Rate Loans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Alternate Base Rate Loans, LIBOR Rate Loans or a combination thereof, and if LIBOR Rate Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing (a "Notice of Borrowing") is attached as Schedule 2.1(b)(i). If the Borrower shall fail to specify in any such Notice of Borrowing (I) an applicable Interest Period in the case of a LIBOR Rate Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for an Alternate Base Rate Loan hereunder. The Administrative Agent shall give notice to each Lender promptly upon receipt of each Notice of Borrowing, the contents thereof and each such Lender's share thereof. (ii) Advances. Each Lender will make its Revolving Commitment Percentage of each Revolving Loan borrowing available to the Administrative Agent for the account of the Borrower at the office of the Administrative Agent specified in Section 9.2, or at such other office as the Administrative Agent may designate in writing, by 1:00 P.M. (Charlotte, North Carolina time) on the date specified in the applicable Notice of Borrowing, in Dollars and in funds immediately available to the Administrative Agent. Such borrowing will then be made available to the Borrower by the Administrative Agent by crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative Agent by the Lenders and in like funds as received by the Administrative Agent. 31 (c) Repayment. The principal amount of all Revolving Loans shall be due and payable in full on the Revolving Commitment Termination Date. (d) Interest. Subject to the provisions of Section 2.10, Revolving Loans shall bear interest as follows: (i) Alternate Base Rate Loans. During such periods as Revolving Loans shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage; and (ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage. Interest on Revolving Loans shall be payable in arrears on each Interest Payment Date. (e) Revolving Notes. The Borrower's obligation to pay each Lender's Revolving Loans shall be evidenced by a Revolving Note made payable to such Lender in substantially the form of Schedule 2.1(e).

(c) Repayment. The principal amount of all Revolving Loans shall be due and payable in full on the Revolving Commitment Termination Date. (d) Interest. Subject to the provisions of Section 2.10, Revolving Loans shall bear interest as follows: (i) Alternate Base Rate Loans. During such periods as Revolving Loans shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage; and (ii) LIBOR Rate Loans. During such periods as Revolving Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage. Interest on Revolving Loans shall be payable in arrears on each Interest Payment Date. (e) Revolving Notes. The Borrower's obligation to pay each Lender's Revolving Loans shall be evidenced by a Revolving Note made payable to such Lender in substantially the form of Schedule 2.1(e). SECTION 2.2 TRANCHE A TERM LOANS. (a) Tranche A Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make available to the Administrative Agent on the Closing Date such Lender's Tranche A Term Loan Commitment Percentage of a term loan in Dollars (the "Tranche A Term Loans") in the aggregate principal amount of FORTY-FIVE MILLION DOLLARS ($45,000,000) (the "Tranche A Term Loan Committed Amount") for the purposes hereinafter set forth. The Tranche A Term Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, Tranche A Term Loans made on the Closing Date may only consist of Alternate Base Rate Loans. Amounts repaid on the Tranche A Term Loans may not be reborrowed. (b) Repayment of Tranche A Term Loans. The principal amount of the Tranche A Term Loans shall be repaid in twenty (20) consecutive calendar quarterly installments as follows, unless accelerated sooner pursuant to Section 7.2: 32
------------------------------- -----------------------------------Tranche A Term Loan Principal Principal Amortization Amortization Payment Payment Dates ------------------------------- -----------------------------------May 31, 2003 $1,125,000 ------------------------------- -----------------------------------August 31, 2003 $1,125,000 ------------------------------- -----------------------------------November 30, 2003 $1,125,000 ------------------------------- -----------------------------------February 29, 2004 $1,125,000 ------------------------------- -----------------------------------May 31, 2004 $1,687,500 ------------------------------- -----------------------------------August 31, 2004 $1,687,500 ------------------------------- -----------------------------------November 30, 2004 $1,687,500 ------------------------------- -----------------------------------February 28, 2005 $1,687,500 ------------------------------- -----------------------------------May 31, 2005 $1,687,500 ------------------------------- -----------------------------------August 31, 2005 $1,687,500 ------------------------------- -----------------------------------November 30, 2005 $1,687,500 ------------------------------- -----------------------------------February 28, 2006 $1,687,500 ------------------------------- ----------------------------------------------------------------------Percentage of Tranche A Term Loan Committed Amount Amortized -----------------------------------2.50% -----------------------------------2.50% -----------------------------------2.50% -----------------------------------2.50% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% ------------------------------------

------------------------------- -----------------------------------Tranche A Term Loan Principal Principal Amortization Amortization Payment Payment Dates ------------------------------- -----------------------------------May 31, 2003 $1,125,000 ------------------------------- -----------------------------------August 31, 2003 $1,125,000 ------------------------------- -----------------------------------November 30, 2003 $1,125,000 ------------------------------- -----------------------------------February 29, 2004 $1,125,000 ------------------------------- -----------------------------------May 31, 2004 $1,687,500 ------------------------------- -----------------------------------August 31, 2004 $1,687,500 ------------------------------- -----------------------------------November 30, 2004 $1,687,500 ------------------------------- -----------------------------------February 28, 2005 $1,687,500 ------------------------------- -----------------------------------May 31, 2005 $1,687,500 ------------------------------- -----------------------------------August 31, 2005 $1,687,500 ------------------------------- -----------------------------------November 30, 2005 $1,687,500 ------------------------------- -----------------------------------February 28, 2006 $1,687,500 ------------------------------- -----------------------------------May 31, 2006 $2,250,000 ------------------------------- -----------------------------------August 31, 2006 $2,250,000 ------------------------------- -----------------------------------November 30, 2006 $2,250,000 ------------------------------- -----------------------------------February 28, 2007 $2,250,000 ------------------------------- -----------------------------------May 31, 2007 $4,500,000 ------------------------------- -----------------------------------August 31, 2007 $4,500,000 ------------------------------- -----------------------------------November 30, 2007 $4,500,000 ------------------------------- -----------------------------------Tranche A Term Loan Maturity $4,500,000 Date ------------------------------- ------------------------------------

-----------------------------------Percentage of Tranche A Term Loan Committed Amount Amortized -----------------------------------2.50% -----------------------------------2.50% -----------------------------------2.50% -----------------------------------2.50% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------5.00% -----------------------------------5.00% -----------------------------------5.00% -----------------------------------5.00% -----------------------------------10.00% -----------------------------------10.00% -----------------------------------10.00% -----------------------------------10.00% ------------------------------------

(c) Interest on the Tranche A Term Loans. Subject to the provisions of Section 2.10, the Tranche A Term Loans shall bear interest as follows: (i) Alternate Base Rate Loans. During such periods as the Tranche A Term Loans shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage; and (ii) LIBOR Rate Loans. During such periods as the Tranche A Term Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage. Interest on the Tranche A Term Loans shall be payable in arrears on each Interest Payment Date. (d) Tranche A Term Loan Notes. The Borrower's obligation to pay each Lender's portion of the Tranche A Term Loan shall be evidenced by a Tranche A Term Loan Note made payable to such Lender in substantially the form of Schedule 2.2(d). 33

SECTION 2.3 TRANCHE B TERM LOANS. (a) Tranche B Term Loan. Subject to the terms and conditions hereof and in reliance upon the representations and warranties set forth herein, each Lender severally agrees to make available to the Administrative Agent on the Closing Date such Lender's Tranche B Term Loan Commitment Percentage of a term loan in Dollars (the "Tranche B Term Loans") in the aggregate principal amount of EIGHTY MILLION DOLLARS ($80,000,000) (the "Tranche B Term Loan Committed Amount") for the purposes hereinafter set forth. The Tranche B Term Loans may consist of Alternate Base Rate Loans or LIBOR Rate Loans, or a combination thereof, as the Borrower may request; provided, however, Tranche B Term Loans made on the Closing Date may only consist of Alternate Base Rate Loans. Amounts repaid on the Tranche B Term Loans may not be reborrowed. (b) Repayment of Tranche B Term Loans. The principal amount of the Tranche B Term Loans shall be repaid in twenty-eight (28) consecutive calendar quarterly installments as follows, unless accelerated sooner pursuant to Section 7.2:
------------------------------Principal Amortization Payment Dates ------------------------------May 31, 2003 ------------------------------August 31, 2003 ------------------------------November 30, 2003 ------------------------------February 29, 2004 ------------------------------May 31, 2004 ------------------------------August 31, 2004 ------------------------------November 30, 2004 ------------------------------February 28, 2005 ------------------------------May 31, 2005 ------------------------------August 31, 2005 ------------------------------November 30, 2005 ------------------------------February 28, 2006 ------------------------------May 31, 2006 ------------------------------August 31, 2006 ------------------------------November 30, 2006 ------------------------------February 28, 2007 ------------------------------May 31, 2007 ------------------------------August 31, 2007 ------------------------------November 30, 2007 ------------------------------February 29, 2008 ------------------------------May 31, 2008 ------------------------------August 31, 2008 ------------------------------November 30, 2008 -----------------------------------------------------------------Tranche B Term Loan Principal Amortization Payment -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 -----------------------------------$200,000 ----------------------------------------------------------------------Percentage of Tranche B Term Loan Committed Amount Amortized -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% -----------------------------------0.25% ------------------------------------

34
------------------------------- ------------------------------------ -----------------------------------Principal Amortization Tranche B Term Loan Principal Percentage of Tranche B Term Loan Payment Dates Amortization Payment Committed Amount Amortized ------------------------------- ------------------------------------ ------------------------------------

------------------------------Principal Amortization Payment Dates ------------------------------February 28, 2009 ------------------------------May 31, 2009 ------------------------------August 31, 2009 ------------------------------November 30, 2009 ------------------------------Tranche B Term Loan Maturity Date -------------------------------

-----------------------------------Tranche B Term Loan Principal Amortization Payment -----------------------------------$200,000 -----------------------------------$18,800,000 -----------------------------------$18,800,000 -----------------------------------$18,800,000 -----------------------------------$18,800,000

-----------------------------------Percentage of Tranche B Term Loan Committed Amount Amortized -----------------------------------0.25% -----------------------------------23.5% -----------------------------------23.5% -----------------------------------23.5% -----------------------------------23.5%

------------------------------------ ------------------------------------

(c) Interest on the Tranche B Term Loans. Subject to the provisions of Section 2.10, the Tranche B Term Loans shall bear interest as follows: (i) Alternate Base Rate Loans. During such periods as the Tranche B Term Loans shall be comprised of Alternate Base Rate Loans, each such Alternate Base Rate Loan shall bear interest at a per annum rate equal to the sum of the Alternate Base Rate plus the Applicable Percentage; and (ii) LIBOR Rate Loans. During such periods as the Tranche B Term Loans shall be comprised of LIBOR Rate Loans, each such LIBOR Rate Loan shall bear interest at a per annum rate equal to the sum of the LIBOR Rate plus the Applicable Percentage. Interest on the Tranche B Term Loans shall be payable in arrears on each Interest Payment Date. (d) Tranche B Term Loan Notes. The Borrower's obligation to pay each Lender's portion of the Tranche B Term Loan shall be evidenced by a Tranche B Term Loan Note made payable to such Lender in substantially the form of Schedule 2.3(d). SECTION 2.4 INCREMENTAL FACILITIES. Subject to the terms and conditions set forth herein, the Borrower shall have the right, at any time and from time to time from the Closing Date until the second anniversary of the Closing Date, to incur additional Indebtedness under this Agreement in the form of one or more additional term loan facilities or an increase to the existing Tranche B Term Loan facility (each an "Incremental Facility") by an aggregate amount of up to $25,000,000. The following terms and conditions shall apply to each Incremental Facility: (a) the loans made under any such Incremental Facility (each an "Additional Loan") shall constitute Credit Party Obligations and will be secured and guaranteed with the other Loans on a pari passu basis, (b) any such Incremental Facility shall either (i) be in the form of an increase to the existing Tranche B Term Loan facility and shall have the same terms (including interest rate, weighted average life and maturity date) as the existing Tranche B Term Loan facility or (ii) have (A) a weighted average life to maturity greater than the weighted average life to maturity of the Tranche B Term Loans, (B) a final maturity at least six months longer than the Tranche B Term Loan Maturity Date and 35 (C) an interest rate margin to be determined at the time such Incremental Facility is made available, (c) any such Incremental Facility shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) any such Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (g) the Borrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (h) the conditions to Extensions of Credit in

(C) an interest rate margin to be determined at the time such Incremental Facility is made available, (c) any such Incremental Facility shall be entitled to the same voting rights as the existing Loans and shall be entitled to receive proceeds of prepayments on the same basis as comparable Loans, (d) any such Incremental Facility shall be obtained from existing Lenders or from other banks, financial institutions or investment funds, in each case in accordance with the terms set forth below, (e) any such Incremental Facility shall be in a minimum principal amount of $10,000,000 and integral multiples of $1,000,000 in excess thereof, (f) the proceeds of any Additional Loan will be used to finance capital expenditures and working capital and other general corporate purposes, including Permitted Acquisitions, (g) the Borrower shall execute such promissory notes as are necessary to reflect the Additional Loans under any such Incremental Facility, (h) the conditions to Extensions of Credit in Section 4.2 shall have been satisfied and (i) the Agent shall have received from the Borrower updated financial projections and an officer's certificate, in each case in form and substance satisfactory to the Agent, demonstrating that, after giving effect to any such Incremental Facility, the Borrower will be in compliance with the financial covenants set forth in Section 5.9. Participation in any such Incremental Facility hereunder shall be offered first to each of the existing Lenders, but each such Lender shall have no obligation to provide all or any portion of such Incremental Facility. If the amount of the Incremental Facility requested by the Borrower shall exceed the commitments which the existing Lenders are willing to provide with respect to such Incremental Facility, then the Borrower may invite other banks, financial institutions and investment funds reasonably acceptable to the Administrative Agent to join this Agreement as Lenders hereunder for the portion of such Incremental Facility not taken by existing Lenders, provided that such other banks, financial institutions and investment funds shall enter into such joinder agreements to give effect thereto as the Administrative Agent and the Borrower may reasonably request. The Administrative Agent is authorized to enter into, on behalf of the Lenders, any amendment to this Agreement or any other Credit Document as may be necessary to incorporate the terms of any new Incremental Facility therein. SECTION 2.5 LETTER OF CREDIT SUBFACILITY. (a) Issuance. Subject to the terms and conditions hereof and of the LOC Documents, if any, and any other terms and conditions which the Issuing Lender may reasonably require, during the Commitment Period the Issuing Lender shall issue, and the Lenders shall participate in, Letters of Credit for the account of the Borrower from time to time upon request in a form acceptable to the Issuing Lender; provided, however, that (i) the aggregate amount of LOC Obligations shall not at any time exceed TWO MILLION DOLLARS ($2,000,000) (the "LOC Committed Amount"), (ii) the sum of the aggregate amount of Revolving Loans plus LOC Obligations shall not at any time exceed the aggregate Revolving Committed Amount then in effect, (iii) all Letters of Credit shall be denominated in U.S. Dollars and (iv) Letters of Credit shall be issued for any lawful corporate purposes and may be issued as standby letters of credit, including in connection with workers' compensation and other insurance programs. Except as otherwise expressly agreed upon by all the Lenders, no Letter of Credit shall have an original expiry date more than twelve (12) months from the date of issuance; provided, however, so long as no Default or Event of Default has occurred and is continuing and subject to the other 36 terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000. There will be no more than five (5) Letters of Credit outstanding at any time. (b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face

terms and conditions to the issuance of Letters of Credit hereunder, the expiry dates of Letters of Credit may be extended annually or periodically from time to time on the request of the Borrower or by operation of the terms of the applicable Letter of Credit to a date not more than twelve (12) months from the date of extension; provided, further, that no Letter of Credit, as originally issued or as extended, shall have an expiry date extending beyond the Revolving Commitment Termination Date. Each Letter of Credit shall comply with the related LOC Documents. The issuance and expiry date of each Letter of Credit shall be a Business Day. Any Letters of Credit issued hereunder shall be in a minimum original face amount of $100,000. There will be no more than five (5) Letters of Credit outstanding at any time. (b) Notice and Reports. The request for the issuance of a Letter of Credit shall be submitted to the Issuing Lender at least five (5) Business Days prior to the requested date of issuance. The Issuing Lender will promptly upon request provide to the Administrative Agent for dissemination to the Lenders a detailed report specifying the Letters of Credit which are then issued and outstanding and any activity with respect thereto which may have occurred since the date of any prior report, and including therein, among other things, the account party, the beneficiary, the face amount, expiry date as well as any payments or expirations which may have occurred. The Issuing Lender will further provide to the Administrative Agent promptly upon request copies of the Letters of Credit. The Issuing Lender will provide to the Administrative Agent promptly upon request a summary report of the nature and extent of LOC Obligations then outstanding. (c) Participations. Each Lender with a Revolving Commitment (each a "LOC Participant") upon issuance of a Letter of Credit shall be deemed to have purchased without recourse a risk participation from the Issuing Lender in such Letter of Credit and the obligations arising thereunder and any collateral relating thereto, in each case in an amount equal to its LOC Commitment Percentage of the obligations under such Letter of Credit and shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and be obligated to pay to the Issuing Lender therefor and discharge when due, its LOC Commitment Percentage of the obligations arising under such Letter of Credit. Without limiting the scope and nature of each Lender's participation in any Letter of Credit, to the extent that the Issuing Lender has not been reimbursed as required hereunder or under any LOC Document, each such Lender shall pay to the Issuing Lender its LOC Commitment Percentage of such unreimbursed drawing in same day funds on the day of notification by the Issuing Lender of an unreimbursed drawing pursuant to the provisions of subsection (d) hereof. The obligation of each Lender to so reimburse the Issuing Lender shall be absolute and unconditional and shall not be affected by the occurrence of a Default, an Event of Default or any other occurrence or event. Any such reimbursement shall not relieve or otherwise impair the obligation of the Borrower to reimburse the Issuing Lender under any Letter of Credit, together with interest as hereinafter provided. (d) Reimbursement. In the event of any drawing under any Letter of Credit, the Issuing Lender will promptly notify the Borrower and the Administrative Agent. The 37

Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the ABR Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Lender's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall

Borrower shall reimburse the Issuing Lender on the day of drawing under any Letter of Credit (either with the proceeds of a Revolving Loan obtained hereunder or otherwise) in same day funds as provided herein or in the LOC Documents. If the Borrower shall fail to reimburse the Issuing Lender as provided herein, the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to the ABR Default Rate. Unless the Borrower shall immediately notify the Issuing Lender and the Administrative Agent of its intent to otherwise reimburse the Issuing Lender, the Borrower shall be deemed to have requested a Revolving Loan in the amount of the drawing as provided in subsection (e) hereof, the proceeds of which will be used to satisfy the reimbursement obligations. The Borrower's reimbursement obligations hereunder shall be absolute and unconditional under all circumstances irrespective of any rights of set-off, counterclaim or defense to payment the Borrower may claim or have against the Issuing Lender, the Administrative Agent, the Lenders, the beneficiary of the Letter of Credit drawn upon or any other Person, including without limitation any defense based on any failure of the Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit. The Issuing Lender will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to the Administrative Agent for the account of the Issuing Lender, in Dollars and in immediately available funds, the amount of such Lender's LOC Commitment Percentage of such unreimbursed drawing. Such payment shall be made on the day such notice is received by such Lender from the Issuing Lender if such notice is received at or before 2:00 P.M. (Charlotte, North Carolina time), otherwise such payment shall be made at or before 12:00 Noon (Charlotte, North Carolina time) on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to the Issuing Lender in full upon such request, such Lender shall, on demand, pay to the Administrative Agent for the account of the Issuing Lender interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to the Issuing Lender in full at a rate per annum equal to, if paid within two (2) Business Days of the date of drawing, the Federal Funds Effective Rate and thereafter at a rate equal to the Alternate Base Rate. Each Lender's obligation to make such payment to the Issuing Lender, and the right of the Issuing Lender to receive the same, shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the termination of this Credit Agreement or the Commitments hereunder, the existence of a Default or Event of Default or the acceleration of the Credit Party Obligations hereunder and shall be made without any offset, abatement, withholding or reduction whatsoever. (e) Repayment with Revolving Loans. On any day on which the Borrower shall have requested, or been deemed to have requested, a Revolving Loan to reimburse a drawing under a Letter of Credit, the Administrative Agent shall give notice to the Lenders that have a Revolving Commitment that a Revolving Loan has been requested or deemed requested in connection with a drawing under a Letter of Credit, in which case a Revolving Loan borrowing comprised entirely of Alternate Base Rate Loans (each such borrowing, a "Mandatory Borrowing") shall be immediately made (without giving effect to any termination of the Commitments pursuant to Section 7.2) pro rata based on each Lender's respective Revolving Commitment Percentage (determined before giving effect 38 to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount (or integral amount in excess thereof) for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender's unfunded Participation Interest therein shall bear interest payable by

to any termination of the Commitments pursuant to Section 7.2) and the proceeds thereof shall be paid directly to the Issuing Lender for application to the respective LOC Obligations. Each Lender hereby irrevocably agrees to make such Revolving Loans immediately upon any such request or deemed request on account of each Mandatory Borrowing in the amount and in the manner specified in the preceding sentence and on the same such date notwithstanding (i) the amount of Mandatory Borrowing may not comply with the minimum amount (or integral amount in excess thereof) for borrowings of Revolving Loans otherwise required hereunder, (ii) whether any conditions specified in Section 4.2 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) failure for any such request or deemed request for Revolving Loan to be made by the time otherwise required in Section 2.1(b), (v) the date of such Mandatory Borrowing, or (vi) any reduction in the Revolving Committed Amount after any such Letter of Credit may have been drawn upon. In the event that any Mandatory Borrowing cannot for any reason be made on the date otherwise required above (including, without limitation, as a result of the commencement of a proceeding under the Bankruptcy Code with respect to the Borrower), then each such Lender hereby agrees that it shall forthwith fund (as of the date the Mandatory Borrowing would otherwise have occurred, but adjusted for any payments received from the Borrower on or after such date and prior to such purchase) its Participation Interests in the outstanding LOC Obligations; provided, further, that in the event any Lender shall fail to fund its Participation Interest on the day the Mandatory Borrowing would otherwise have occurred, then the amount of such Lender's unfunded Participation Interest therein shall bear interest payable by such Lender to the Issuing Lender upon demand, at the rate equal to, if paid within two (2) Business Days of such date, the Federal Funds Effective Rate, and thereafter at a rate equal to the Alternate Base Rate. (f) Modification, Extension. The issuance of any supplement, modification, amendment, renewal, or extension to any Letter of Credit shall, for purposes hereof, be treated in all respects the same as the issuance of a new Letter of Credit hereunder. (g) Uniform Customs and Practices. The Issuing Lender may have the Letters of Credit be subject to The Uniform Customs and Practice for Documentary Credits, as published as of the date of issue by the International Chamber of Commerce (the "UCP"), in which case the UCP may be incorporated therein and deemed in all respects to be a part thereof. (h) Designation of Subsidiaries as Account Parties. Notwithstanding anything to the contrary set forth in this Agreement, including without limitation Section 2.5(a), a Letter of Credit issued hereunder may contain a statement to the effect that such Letter of Credit is issued for the account of a Subsidiary of the Borrower, provided that notwithstanding such statement, the Borrower shall be the actual account party for all purposes of this Agreement for such Letter of Credit and such statement shall not affect the Borrower's reimbursement obligations hereunder with respect to such Letter of Credit. 39 SECTION 2.6 FEES. (a) Commitment Fee. In consideration of the Revolving Commitments, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders holding Revolving Commitments a commitment fee (the "Commitment Fee") in an amount equal to the Applicable Percentage per annum on the average daily unused amount of the aggregate Revolving Committed Amount. For purposes of computation of the Commitment Fee, LOC Obligations shall be considered usage. The Commitment Fee shall be payable quarterly in arrears not later than three (3) Business Days following the last day of each calendar quarter for the prior calendar quarter. (b) Letter of Credit Fees. In consideration of the LOC Commitments, the Borrower agrees to pay to the Issuing Lender a fee (the "Letter of Credit Fee") equal to the Applicable Percentage per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration. In addition to such Letter of Credit Fee, the Borrower agrees to pay to the Issuing Lender, for its own account without sharing by the other Lenders, an additional fronting fee (the "Fronting Fee") of one-eighth of one percent (1/8%) per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The Issuing Lender shall promptly pay over to the Administrative Agent for the ratable benefit of the Lenders (including the Issuing Lender) the Letter of Credit Fee. The Letter of Credit Fee and the Fronting Fee shall each be payable quarterly in arrears not later than three (3) Business Days following the last day of each calendar quarter for the prior

SECTION 2.6 FEES. (a) Commitment Fee. In consideration of the Revolving Commitments, the Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders holding Revolving Commitments a commitment fee (the "Commitment Fee") in an amount equal to the Applicable Percentage per annum on the average daily unused amount of the aggregate Revolving Committed Amount. For purposes of computation of the Commitment Fee, LOC Obligations shall be considered usage. The Commitment Fee shall be payable quarterly in arrears not later than three (3) Business Days following the last day of each calendar quarter for the prior calendar quarter. (b) Letter of Credit Fees. In consideration of the LOC Commitments, the Borrower agrees to pay to the Issuing Lender a fee (the "Letter of Credit Fee") equal to the Applicable Percentage per annum on the average daily maximum amount available to be drawn under each Letter of Credit from the date of issuance to the date of expiration. In addition to such Letter of Credit Fee, the Borrower agrees to pay to the Issuing Lender, for its own account without sharing by the other Lenders, an additional fronting fee (the "Fronting Fee") of one-eighth of one percent (1/8%) per annum on the average daily maximum amount available to be drawn under each such Letter of Credit issued by it. The Issuing Lender shall promptly pay over to the Administrative Agent for the ratable benefit of the Lenders (including the Issuing Lender) the Letter of Credit Fee. The Letter of Credit Fee and the Fronting Fee shall each be payable quarterly in arrears not later than three (3) Business Days following the last day of each calendar quarter for the prior calendar quarter. (c) Issuing Lender Fees. In addition to the Letter of Credit Fees payable pursuant to subsection (b) hereof, the Borrower shall pay to the Issuing Lender for its own account without sharing by the other Lenders the reasonable and customary charges from time to time of the Issuing Lender with respect to the amendment, transfer, administration, cancellation and conversion of, and drawings under, such Letters of Credit (collectively, the "Issuing Lender Fees"). (d) Administrative Fee. The Borrower agrees to pay to the Administrative Agent the annual administrative fee as described in the Agent Fee Letter (the "Administrative Fees"). SECTION 2.7 COMMITMENT REDUCTIONS. (a) Voluntary Reductions. The Borrower shall have the right to terminate or permanently reduce the unused portion of the Revolving Committed Amount at any time or from time to time upon not less than five Business Days' prior written notice to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) of each such termination or reduction, which notice shall specify the effective date thereof and the amount of any such reduction which shall be in a minimum amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be irrevocable and effective 40 upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of the Revolving Loans plus LOC Obligations would exceed the aggregate Revolving Committed Amount then in effect. Any such reduction in the Revolving Committed Amount shall be applied to, and serve to reduce, the Regularly Scheduled Reduction Amounts which would otherwise be required under Section 2.7(b)(ii) hereof pro rata as to such amounts. (b) Mandatory Reductions. (i) On any date that the Revolving Loans are required to be prepaid pursuant to the terms of Section 2.8(b) (ii) - (vi), the Revolving Committed Amount shall be automatically permanently reduced by the amount of such required prepayment and/or reduction. Any such reduction in the Revolving Committed Amount shall be applied to, and serve to reduce, the Regularly Scheduled Reduction Amounts which would otherwise be required under Section 2.7(b)(ii) hereof pro rata as to such amounts. (ii) The Revolving Committed Amount shall be automatically permanently reduced by the following amounts on the following dates (each a "Reduction Date"):

upon receipt by the Administrative Agent; provided that no such reduction or termination shall be permitted if after giving effect thereto, and to any prepayments of the Revolving Loans made on the effective date thereof, the sum of the then outstanding aggregate principal amount of the Revolving Loans plus LOC Obligations would exceed the aggregate Revolving Committed Amount then in effect. Any such reduction in the Revolving Committed Amount shall be applied to, and serve to reduce, the Regularly Scheduled Reduction Amounts which would otherwise be required under Section 2.7(b)(ii) hereof pro rata as to such amounts. (b) Mandatory Reductions. (i) On any date that the Revolving Loans are required to be prepaid pursuant to the terms of Section 2.8(b) (ii) - (vi), the Revolving Committed Amount shall be automatically permanently reduced by the amount of such required prepayment and/or reduction. Any such reduction in the Revolving Committed Amount shall be applied to, and serve to reduce, the Regularly Scheduled Reduction Amounts which would otherwise be required under Section 2.7(b)(ii) hereof pro rata as to such amounts. (ii) The Revolving Committed Amount shall be automatically permanently reduced by the following amounts on the following dates (each a "Reduction Date"):
------------------------------- ----------------------------------Amount of Revolving Committed Reduction Dates Amount Reduction ------------------------------- ----------------------------------May 31, 2003 $625,000 ------------------------------- ----------------------------------August 31, 2003 $625,000 ------------------------------- ----------------------------------November 30, 2003 $625,000 ------------------------------- ----------------------------------February 29, 2004 $625,000 ------------------------------- ----------------------------------May 31, 2004 $937,500 ------------------------------- ----------------------------------August 31, 2004 $937,500 ------------------------------- ----------------------------------November 30, 2004 $937,500 ------------------------------- ----------------------------------February 28, 2005 $937,500 ------------------------------- ----------------------------------May 31, 2005 $937,500 ------------------------------- ----------------------------------August 31, 2005 $937,500 ------------------------------- ----------------------------------November 30, 2005 $937,500 ------------------------------- ----------------------------------February 28, 2006 $937,500 ------------------------------- ----------------------------------May 31, 2006 $1,250,000 ------------------------------- ----------------------------------August 31, 2006 $1,250,000 ------------------------------- ----------------------------------November 30, 2006 $1,250,000 ------------------------------- ----------------------------------February 28, 2007 $1,250,000 ------------------------------- ----------------------------------May 31, 2007 $2,500,000 ------------------------------- ----------------------------------August 31, 2007 $2,500,000 ------------------------------- ----------------------------------November 30, 2007 $2,500,000 ------------------------------- ----------------------------------Revolving $2,500,000 ------------------------------- ----------------------------------Commitment Termination Date ------------------------------- ---------------------------------------------------------------------Percentage of Revolving Committed Amount Reduced -----------------------------------2.50% -----------------------------------2.50% -----------------------------------2.50% -----------------------------------2.50% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------3.75% -----------------------------------5.00% -----------------------------------5.00% -----------------------------------5.00% -----------------------------------5.00% -----------------------------------10.00% -----------------------------------10.00% -----------------------------------10.00% -----------------------------------10.00% ------------------------------------

------------------------------------

41

The foregoing mandatory reduction amounts shall hereinafter be referred to as the "Regularly Scheduled Reduction Amounts". (c) Maturity Date. The Revolving Commitment and the LOC Commitment shall automatically terminate on the Revolving Commitment Termination Date. SECTION 2.8 PREPAYMENTS. (a) Optional Prepayments. The Borrower shall have the right to prepay Loans in whole or in part from time to time; provided, however, that (i) each partial prepayment of LIBOR Loans shall be in a minimum principal amount of $2,000,000 and integral multiples of $1,000,000 in excess thereof and (ii) each partial prepayment of Alternate Base Rate Loans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof. The Borrower shall give five Business Days' irrevocable notice in the case of LIBOR Rate Loans and one Business Day's irrevocable notice in the case of Alternate Base Rate Loans, to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable). Subject to the foregoing terms, amounts prepaid under this Section 2.8(a) shall be applied first to Revolving Loans and then pro rata between the Tranche A Term Loans and the Tranche B Term Loans (and within each tranche of Term Loans, to the remaining principal amortization payments with respect to such tranche of Term Loans on a pro rata basis), in each case first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(a) shall be subject to Section 2.18, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be due and payable on any date that a prepayment is made hereunder through the date of prepayment. Amounts prepaid on the Revolving Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Term Loans may not be reborrowed. (b) Mandatory Prepayments. (i) Revolving Committed Amount. If at any time after the Closing Date, the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations shall exceed the aggregate Revolving Committed Amount then in effect, the Borrower immediately shall prepay the Revolving Loans and (after all Revolving Loans have been repaid) cash collateralize the LOC Obligations, in an amount sufficient to eliminate such excess. 42 (ii) Excess Cash Flow. Within ninety (90) days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2003), the Borrower shall prepay the Loans in an amount equal to (x) 50% of the Excess Cash Flow earned during such prior fiscal year less (y) the amount of any optional prepayments of the Term Loans or (to the extent accompanied by a reduction in the Revolving Committed Amount) the Revolving Loans during such prior fiscal year. Any payments of Excess Cash Flow shall be applied as set forth in clause (vii) below. (iii) Asset Dispositions. Promptly following any Asset Disposition, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds derived from such Asset Disposition (such prepayment to be applied as set forth in clause (vii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied if (A) such Asset Disposition occurs on or after January 1, 2003 and (B) the Borrower delivers to the Administrative Agent a certificate stating that a Credit Party intends to use such Net Cash Proceeds to acquire fixed or capital assets in replacement of the disposed assets within 270 days of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter. (iv) Debt Issuances. Immediately upon receipt by any Credit Party of proceeds from any Debt Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of such Debt Issuance to the Lenders (such prepayment to be applied as set forth in clause (vii) below). (v) Issuances of Equity. Immediately upon receipt by a Credit Party of proceeds from any Equity Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to 50% of the Net Cash Proceeds of such Equity Issuance (such prepayment to be applied as set forth in clause (vii) below).

(ii) Excess Cash Flow. Within ninety (90) days after the end of each fiscal year (commencing with the fiscal year ending December 31, 2003), the Borrower shall prepay the Loans in an amount equal to (x) 50% of the Excess Cash Flow earned during such prior fiscal year less (y) the amount of any optional prepayments of the Term Loans or (to the extent accompanied by a reduction in the Revolving Committed Amount) the Revolving Loans during such prior fiscal year. Any payments of Excess Cash Flow shall be applied as set forth in clause (vii) below. (iii) Asset Dispositions. Promptly following any Asset Disposition, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds derived from such Asset Disposition (such prepayment to be applied as set forth in clause (vii) below); provided, however, that such Net Cash Proceeds shall not be required to be so applied if (A) such Asset Disposition occurs on or after January 1, 2003 and (B) the Borrower delivers to the Administrative Agent a certificate stating that a Credit Party intends to use such Net Cash Proceeds to acquire fixed or capital assets in replacement of the disposed assets within 270 days of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay the Loans immediately thereafter. (iv) Debt Issuances. Immediately upon receipt by any Credit Party of proceeds from any Debt Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of the Net Cash Proceeds of such Debt Issuance to the Lenders (such prepayment to be applied as set forth in clause (vii) below). (v) Issuances of Equity. Immediately upon receipt by a Credit Party of proceeds from any Equity Issuance, the Borrower shall prepay the Loans in an aggregate amount equal to 50% of the Net Cash Proceeds of such Equity Issuance (such prepayment to be applied as set forth in clause (vii) below). (vi) Recovery Event. To the extent any Credit Party receives cash proceeds in connection with a Recovery Event which are not applied in accordance with Section 6.5(a)(ii), immediately following the 270th day occurring after the receipt by such Credit Party of such cash proceeds, the Borrower shall prepay the Loans in an aggregate amount equal to 100% of such cash proceeds not so applied (such prepayment to be applied as set forth in clause (vii) below). (vii) Application of Mandatory Prepayments. All amounts required to be paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (vi), (1) first to the Term Loans (pro rata between the Tranche A Term Loans and the Tranche B Term Loans) to the remaining 43 amortization payments in inverse order of maturity; provided, however, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b) (ii) through (vi) to the extent there are sufficient amounts under the Tranche A Term Loans outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loans and (2) second to the Revolving Loans (with a corresponding permanent reduction in the Revolving Committed Amount) and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(b) shall be subject to Section 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment. SECTION 2.9 MINIMUM PRINCIPAL AMOUNT OF LOANS AND TRANCHES; LENDING OFFICES. (a) Minimum Amounts of Loans. Each Loan which is made as an Alternate Base Rate Loan shall be in a minimum aggregate amount of $1,000,000 and integral multiples of $500,000 in excess thereof (or, with respect to Revolving Loans, the remaining amount of the Revolving Committed Amount, if less). Each Loan which is made as a LIBOR Rate Loan shall be in a minimum aggregate amount of $2,000,000 and integral multiples of

amortization payments in inverse order of maturity; provided, however, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b) (ii) through (vi) to the extent there are sufficient amounts under the Tranche A Term Loans outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loans and (2) second to the Revolving Loans (with a corresponding permanent reduction in the Revolving Committed Amount) and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(b) shall be subject to Section 2.18 and be accompanied by interest on the principal amount prepaid through the date of prepayment. SECTION 2.9 MINIMUM PRINCIPAL AMOUNT OF LOANS AND TRANCHES; LENDING OFFICES. (a) Minimum Amounts of Loans. Each Loan which is made as an Alternate Base Rate Loan shall be in a minimum aggregate amount of $1,000,000 and integral multiples of $500,000 in excess thereof (or, with respect to Revolving Loans, the remaining amount of the Revolving Committed Amount, if less). Each Loan which is made as a LIBOR Rate Loan shall be in a minimum aggregate amount of $2,000,000 and integral multiples of $1,000,000 in excess thereof (or, with respect to Revolving Loans, the remaining amount of the Revolving Committed Amount, if less). (b) Minimum Amounts of Tranches. All payments and prepayments (other than mandatory prepayments) in respect of Revolving Loans and Term Loans shall be in such amounts and be made pursuant to such elections so that after giving effect thereto the aggregate principal amount of the Revolving Loans and Term Loans comprising any Tranche shall be (i) with respect to Alternate Base Rate Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof, and (ii) with respect to LIBOR Rate Loans, $2,000,000 or a whole multiple of $1,000,000 in excess thereof. (c) Lending Offices. LIBOR Rate Loans shall be made by each Lender at its LIBOR Lending Office and Alternate Base Rate Loans at its Domestic Lending Office. SECTION 2.10 DEFAULT RATE AND PAYMENT DATES. (a) If all or a portion of the principal amount of any Loan which is a LIBOR Rate Loan shall not be paid when due or continued as a LIBOR Rate Loan in accordance with the provisions of Section 2.11 (whether at the stated maturity, by acceleration or otherwise), such overdue principal amount of such Loan shall be converted to an Alternate Base Rate Loan at the end of the Interest Period applicable thereto. 44 (b) (i) If all or a portion of the principal amount of any LIBOR Rate Loan shall not be paid when due, such overdue amount shall bear interest at a rate per annum which is equal to the rate that would otherwise be applicable thereto plus 2%, until the end of the Interest Period applicable thereto, and thereafter at a rate per annum which is equal to the Alternate Base Rate plus the sum of the Applicable Percentage then in effect for Alternate Base Rate Loans and 2% (the "ABR Default Rate") or (ii) if any interest payable on the principal amount of any Loan or any fee or other amount, including principal of Alternate Base Rate Loans, payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is equal to the ABR Default Rate, in each case from the date of such non-payment until such amount is paid in full (after as well as before judgment). Upon the occurrence, and during the continuance, of any other Event of Default hereunder, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate which is (A) in the case of principal, the rate that would otherwise be applicable thereto plus 2% or (B) in the case of interest, fees or other amounts, the ABR

(b) (i) If all or a portion of the principal amount of any LIBOR Rate Loan shall not be paid when due, such overdue amount shall bear interest at a rate per annum which is equal to the rate that would otherwise be applicable thereto plus 2%, until the end of the Interest Period applicable thereto, and thereafter at a rate per annum which is equal to the Alternate Base Rate plus the sum of the Applicable Percentage then in effect for Alternate Base Rate Loans and 2% (the "ABR Default Rate") or (ii) if any interest payable on the principal amount of any Loan or any fee or other amount, including principal of Alternate Base Rate Loans, payable hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum which is equal to the ABR Default Rate, in each case from the date of such non-payment until such amount is paid in full (after as well as before judgment). Upon the occurrence, and during the continuance, of any other Event of Default hereunder, the principal of and, to the extent permitted by law, interest on the Loans and any other amounts owing hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate which is (A) in the case of principal, the rate that would otherwise be applicable thereto plus 2% or (B) in the case of interest, fees or other amounts, the ABR Default Rate (after as well as before judgment). (c) Interest on each Loan shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph (b) of this Section 2.10 shall be payable from time to time on demand. SECTION 2.11 CONVERSION OPTIONS. (a) The Borrower may, in the case of Revolving Loans and Term Loans, elect from time to time to convert Alternate Base Rate Loans to LIBOR Rate Loans by giving the Administrative Agent at least three Business Days' prior irrevocable written notice of such election. In addition, the Borrower may elect from time to time to convert LIBOR Rate Loans to Alternate Base Rate Loans by giving the Administrative Agent irrevocable written notice by 11:00 a.m. (Charlotte, North Carolina time) one Business Date prior to the proposed date of conversion. A form of Notice of Conversion/Extension is attached as Schedule 2.11. If the date upon which an Alternate Base Rate Loan is to be converted to a LIBOR Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day. All or any part of outstanding Alternate Base Rate Loans may be converted as provided herein, provided that (i) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing and (ii) partial conversions shall be in an aggregate principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof. LIBOR Rate Loans may only be converted to Alternate Base Rate Loans on the last day of the applicable Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to an Alternate Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of an Interest Period to such succeeding Business Day such Loan shall bear interest as if it were an Alternate Base Rate Loan. 45 (b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto. SECTION 2.12 COMPUTATION OF INTEREST AND FEES. (a) Interest payable hereunder with respect to any Alternate Base Rate Loan based on the Prime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other interest and all fees and other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the

(b) Any LIBOR Rate Loans may be continued as such upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the notice provisions contained in Section 2.11(a); provided, that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to an Alternate Base Rate Loan at the end of the applicable Interest Period with respect thereto. If the Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, such LIBOR Rate Loans shall be automatically converted to Alternate Base Rate Loans at the end of the applicable Interest Period with respect thereto. SECTION 2.12 COMPUTATION OF INTEREST AND FEES. (a) Interest payable hereunder with respect to any Alternate Base Rate Loan based on the Prime Rate shall be calculated on the basis of a year of 365 days (or 366 days, as applicable) for the actual days elapsed. All other interest and all fees and other amounts payable hereunder shall be calculated on the basis of a 360 day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of each determination of a LIBOR Rate on the Business Day of the determination thereof. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate shall become effective. The Administrative Agent shall as soon as practicable notify the Borrower and the Lenders of the effective date and the amount of each such change. (b) Each determination of an interest rate by the Administrative Agent pursuant to any provision of this Credit Agreement shall be conclusive and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request of the Borrower, deliver to the Borrower a statement showing the computations used by the Administrative Agent in determining any interest rate. (c) It is the intent of the Lenders and the Credit Parties to conform to and contract in strict compliance with applicable usury law from time to time in effect. All agreements between the Lenders and the Credit Parties are hereby limited by the provisions of this paragraph which shall override and control all such agreements, whether now existing or hereafter arising and whether written or oral. In no way, nor in any event or contingency (including but not limited to prepayment or acceleration of the maturity of any Obligation), shall the interest taken, reserved, contracted for, charged, or received under this Credit Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount permissible under applicable law. If, from any possible construction of any of the Credit Documents or any other document, interest would otherwise be payable in excess of the maximum nonusurious amount, any such construction shall be subject to the provisions of this paragraph and such interest shall be automatically reduced to the maximum nonusurious amount permitted under applicable law, without the necessity of execution of any amendment or new document. If any 46

Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law. SECTION 2.13 PRO RATA TREATMENT AND PAYMENTS. (a) Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective

Lender shall ever receive anything of value which is characterized as interest on the Loans under applicable law and which would, apart from this provision, be in excess of the maximum nonusurious amount, an amount equal to the amount which would have been excessive interest shall, without penalty, be applied to the reduction of the principal amount owing on the Loans and not to the payment of interest, or refunded to the Borrower or the other payor thereof if and to the extent such amount which would have been excessive exceeds such unpaid principal amount of the Loans. The right to demand payment of the Loans or any other Indebtedness evidenced by any of the Credit Documents does not include the right to receive any interest which has not otherwise accrued on the date of such demand, and the Lenders do not intend to charge or receive any unearned interest in the event of such demand. All interest paid or agreed to be paid to the Lenders with respect to the Loans shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term (including any renewal or extension) of the Loans so that the amount of interest on account of such indebtedness does not exceed the maximum nonusurious amount permitted by applicable law. SECTION 2.13 PRO RATA TREATMENT AND PAYMENTS. (a) Allocation of Payments Before Event of Default. Each borrowing of Revolving Loans and any reduction of the Revolving Commitments shall be made pro rata according to the respective Revolving Commitment Percentages of the Lenders. Each payment under this Credit Agreement or any Note shall be applied, first, to any fees then due and owing by the Borrower pursuant to Section 2.6, second, to interest then due and owing hereunder and under the Notes and, third, to principal then due and owing hereunder and under the Notes. Each payment on account of any fees pursuant to Section 2.6 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting Fees, the Issuing Lender Fees and the Administrative Fees). Each payment (other than prepayments) by the Borrower on account of principal of and interest on the Revolving Loans and on the Term Loans shall be applied to such Loans as directed by the Borrower or otherwise applied in accordance with the terms of Section 2.8(a) hereof. Each optional prepayment on account of principal of the Loans shall be applied in accordance with Section 2.8(a); provided, that prepayments made pursuant to Section 2.16 shall be applied in accordance with such section. Each mandatory prepayment on account of principal of the Loans shall be applied in accordance with Section 2.8(b). All payments (including prepayments) to be made by the Borrower on account of principal, interest and fees shall be made without defense, set-off or counterclaim (except as provided in Section 2.19(b)) and shall be made to the Administrative Agent for the account of the Lenders at the Administrative Agent's office specified on Section 9.2 in Dollars and in immediately available funds not later than 1:00 P.M. (Charlotte, North Carolina time) on the date when due. The Administrative Agent shall distribute such payments to the Lenders entitled thereto promptly upon receipt in like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and, with respect to payments of 47

principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. (b) Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the

principal, interest thereon shall be payable at the then applicable rate during such extension. If any payment on a LIBOR Rate Loan becomes due and payable on a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such payment into another calendar month, in which event such payment shall be made on the immediately preceding Business Day. (b) Allocation of Payments After Event of Default. Notwithstanding any other provisions of this Credit Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Administrative Agent or any Lender on account of the Credit Party Obligations or any other amounts outstanding under any of the Credit Documents or in respect of the Collateral shall be paid over or delivered as follows: FIRST, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation reasonable attorneys' fees) of the Administrative Agent in connection with enforcing the rights of the Lenders under the Credit Documents and any protective advances made by the Administrative Agent with respect to the Collateral under or pursuant to the terms of the Security Documents; SECOND, to payment of any fees owed to the Administrative Agent; THIRD, to the payment of all reasonable out-of-pocket costs and expenses (including without limitation, reasonable attorneys' and consultants' fees) of each of the Lenders in connection with enforcing its rights under the Credit Documents or otherwise with respect to the Credit Party Obligations owing to such Lender; FOURTH, to the payment of all of the Credit Party Obligations consisting of accrued fees and interest, and including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1(d), any fees, premiums and scheduled periodic payments due under such Hedging Agreement and any interest accrued thereon; FIFTH, to the payment of the outstanding principal amount of the Credit Party Obligations and the payment or cash collateralization of the outstanding LOC Obligations, and including with respect to any Hedging Agreement between any Credit Party and any Lender, or any Affiliate of a Lender, to the extent such Hedging Agreement is permitted by Section 6.1(d), any breakage, termination or other payments due under such Hedging Agreement and any interest accrued thereon; SIXTH, to all other Credit Party Obligations and other obligations which shall have become due and payable under the Credit Documents or otherwise and not repaid pursuant to clauses "FIRST" through "FIFTH" above; and 48

SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements (if any) permitted by Section 6.1(d) held by such Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements between any Credit Party and any Lender or any Affiliate of a Lender that are permitted by Section 6.1(d)) of amounts available to be applied pursuant to clauses "FOURTH" and "FIFTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 2.13(b). SECTION 2.14 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT.

SEVENTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, (i) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category; (ii) each of the Lenders shall receive an amount equal to its pro rata share (based on the proportion that the then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements (if any) permitted by Section 6.1(d) held by such Lender (and its Affiliates in the case of Hedge Agreement obligations) bears to the aggregate then outstanding Loans, LOC Obligations and obligations outstanding under the Hedge Agreements between any Credit Party and any Lender or any Affiliate of a Lender that are permitted by Section 6.1(d)) of amounts available to be applied pursuant to clauses "FOURTH" and "FIFTH" above; and (iii) to the extent that any amounts available for distribution pursuant to clause "FIFTH" above are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be held by the Administrative Agent in a cash collateral account and applied (A) first, to reimburse the Issuing Lender from time to time for any drawings under such Letters of Credit and (B) then, following the expiration of all Letters of Credit, to all other obligations of the types described in clauses "FIFTH" and "SIXTH" above in the manner provided in this Section 2.13(b). SECTION 2.14 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. (a) Unless the Administrative Agent shall have been notified in writing by a Lender prior to the date a Loan is to be made by such Lender (which notice shall be effective upon receipt) that such Lender does not intend to make the proceeds of such Loan available to the Administrative Agent, the Administrative Agent may assume that such Lender has made such proceeds available to the Administrative Agent on such date, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to the Borrower a corresponding amount. If such corresponding amount is not in fact made available to the Administrative Agent, the Administrative Agent shall be able to recover such corresponding amount from such Lender. If such Lender does not pay such corresponding amount forthwith upon the Administrative Agent's demand therefor, the Administrative Agent will promptly notify the Borrower, and the Borrower shall immediately pay such corresponding amount to the Administrative Agent. The Administrative Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Administrative Agent to the Borrower to the date such corresponding amount is recovered by the Administrative Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for the applicable borrowing pursuant to the Notice of Borrowing and (ii) from a Lender at the Federal Funds Effective Rate. 49

(b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest on such amount in respect of each day from the date such amount was made available by the Administrative Agent to such Lender to the date such amount is recovered by the Administrative Agent at a per annum rate equal to the Federal Funds Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount owing under this Section 2.14 shall be conclusive in the absence of manifest error. SECTION 2.15 INABILITY TO DETERMINE INTEREST RATE. Notwithstanding any other provision of this Credit Agreement, if (i) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining LIBOR

(b) Unless the Administrative Agent shall have been notified in writing by the Borrower, prior to the date on which any payment is due from it hereunder (which notice shall be effective upon receipt) that the Borrower does not intend to make such payment, the Administrative Agent may assume that such Borrower has made such payment when due, and the Administrative Agent may in reliance upon such assumption (but shall not be required to) make available to each Lender on such payment date an amount equal to the portion of such assumed payment to which such Lender is entitled hereunder, and if the Borrower has not in fact made such payment to the Administrative Agent, such Lender shall, on demand, repay to the Administrative Agent the amount made available to such Lender. If such amount is repaid to the Administrative Agent on a date after the date such amount was made available to such Lender, such Lender shall pay to the Administrative Agent on demand interest on such amount in respect of each day from the date such amount was made available by the Administrative Agent to such Lender to the date such amount is recovered by the Administrative Agent at a per annum rate equal to the Federal Funds Effective Rate. (c) A certificate of the Administrative Agent submitted to the Borrower or any Lender with respect to any amount owing under this Section 2.14 shall be conclusive in the absence of manifest error. SECTION 2.15 INABILITY TO DETERMINE INTEREST RATE. Notwithstanding any other provision of this Credit Agreement, if (i) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances affecting the relevant market, reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period, or (ii) the Required Lenders shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of funding LIBOR Rate Loans that the Borrower has requested be outstanding as a LIBOR Tranche during such Interest Period, the Administrative Agent shall forthwith give telephone notice of such determination, confirmed in writing, to the Borrower, and the Lenders at least two Business Days prior to the first day of such Interest Period. Unless the Borrower shall have notified the Administrative Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as Alternate Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Alternate Base Rate Loans. Until any such notice has been withdrawn by the Administrative Agent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the Interest Periods so affected. SECTION 2.16 ILLEGALITY. Notwithstanding any other provision of this Credit Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by the relevant Governmental Authority to any Lender shall make it unlawful for such Lender or its LIBOR 50 Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the interbank eurodollar market through its LIBOR Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify the Administrative Agent and the Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise to the suspension shall no longer exist, and (c) such Lender's Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day of the Interest Period for such Loans or within such earlier period as required by law to Alternate Base Rate Loans. The Borrower hereby agrees promptly to pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by such Lender in making any repayment in accordance with this Section including, but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional

Lending Office to make or maintain LIBOR Rate Loans as contemplated by this Credit Agreement or to obtain in the interbank eurodollar market through its LIBOR Lending Office the funds with which to make such Loans, (a) such Lender shall promptly notify the Administrative Agent and the Borrower thereof, (b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended until the Administrative Agent shall give notice that the condition or situation which gave rise to the suspension shall no longer exist, and (c) such Lender's Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day of the Interest Period for such Loans or within such earlier period as required by law to Alternate Base Rate Loans. The Borrower hereby agrees promptly to pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits) reasonably incurred by such Lender in making any repayment in accordance with this Section including, but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its LIBOR Lending Office) to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material. SECTION 2.17 REQUIREMENTS OF LAW. (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: (i) shall subject such Lender to any tax of any kind whatsoever with respect to any Letter of Credit, any participation therein or any application relating thereto, any LIBOR Rate Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for changes in the rate of tax on the overall net income of such Lender); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining LIBOR Rate Loans or the Letters of Credit or the participations therein or to reduce any amount receivable hereunder or under any Note, then, in any such case, the 51 Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender to be material. (b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such

Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional cost or reduced amount receivable which such Lender reasonably deems to be material as determined by such Lender with respect to its LIBOR Rate Loans or Letters of Credit. A certificate as to any additional amounts payable pursuant to this Section submitted by such Lender, through the Administrative Agent, to the Borrower shall be conclusive in the absence of manifest error. Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this paragraph of this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender to be material. (b) If any Lender shall have reasonably determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority made subsequent to the date hereof does or shall have the effect of reducing the rate of return on such Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within fifteen (15) days after demand by such Lender, the Borrower shall pay to such Lender such additional amount as shall be certified by such Lender as being required to compensate it for such reduction. Such a certificate as to any additional amounts payable under this Section submitted by a Lender (which certificate shall include a description of the basis for the computation), through the Administrative Agent, to the Borrower shall be conclusive absent manifest error. (c) The agreements in this Section 2.17 shall survive the termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder. Section 2.18 Indemnity. The Borrower hereby agrees to indemnify each Lender and to hold such Lender harmless from any funding loss or expense which such Lender may sustain or incur as a consequence of (a) the failure by the Borrower to pay the principal amount of or interest on any Loan by such Lender in accordance with the terms hereof, (b) the failure of the Borrower to accept a borrowing after the Borrower has given a notice in accordance with the terms hereof, (c) the failure of the Borrower to make any prepayment after the Borrower has given a notice in accordance with the terms hereof, and/or (d) the making by the Borrower of a prepayment of a Loan, or the conversion thereof, on a day which is not the last day of the Interest Period with respect thereto, in each case including, but not limited to, any such loss or expense arising from interest or fees 52

payable by such Lender to lenders of funds obtained by it in order to maintain its Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender, through the Administrative Agent, to the Borrower (which certificate must be delivered to the Administrative Agent within thirty days following such default, prepayment or conversion) shall be conclusive in the absence of manifest error. The agreements in this Section shall survive termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder. SECTION 2.19 TAXES. (a) All payments made by the Borrower hereunder or under any Note will be, except as provided in Section 2.19 (b), made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full

payable by such Lender to lenders of funds obtained by it in order to maintain its Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender, through the Administrative Agent, to the Borrower (which certificate must be delivered to the Administrative Agent within thirty days following such default, prepayment or conversion) shall be conclusive in the absence of manifest error. The agreements in this Section shall survive termination of this Credit Agreement and payment of the Notes and all other amounts payable hereunder. SECTION 2.19 TAXES. (a) All payments made by the Borrower hereunder or under any Note will be, except as provided in Section 2.19 (b), made free and clear of, and without deduction or withholding for, any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding any tax imposed on or measured by the net income or profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located or any subdivision thereof or therein) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as "Taxes"). If any Taxes are so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Credit Agreement or under any Note, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. The Borrower will furnish to the Administrative Agent as soon as practicable after the date the payment of any Taxes is due pursuant to applicable law certified copies (to the extent reasonably available and required by law) of tax receipts evidencing such payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. (b) Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) agrees to deliver to the Borrower and the Administrative Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Credit Agreement pursuant to Section 9.6(d) (unless the respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) if the Lender is a "bank" within the meaning of Section 881(c)(3)(A) of the Code, two accurate and complete original signed copies of Internal Revenue Service Form 4224 or 1001 (or successor forms) certifying such Lender's entitlement to a complete exemption from United States withholding tax with respect to payments to be made under this Credit Agreement and under any Note, or (ii) if the Lender is not a "bank" within the meaning of Section 881(c)(3)(A) of the Code, either Internal Revenue Service Form 1001 or 4224 as set forth in clause (i) above, or (x) a certificate in substantially the form of Schedule 2.19 53 (any such certificate, a "2.19 Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying such Lender's entitlement to an exemption from United States withholding tax with respect to payments of interest to be made under this Credit Agreement and under any Note. In addition, each Lender agrees that it will deliver upon the Borrower's request updated versions of the foregoing, as applicable, whenever the previous certification has become obsolete or inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Credit Agreement and any Note. Notwithstanding anything to the contrary contained in Section 2.19(a), but subject to the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 2.19(a) hereof to gross-up payments to be made to a Lender in respect of Taxes imposed by the United States if (I) such Lender has not provided to the Borrower the

(any such certificate, a "2.19 Certificate") and (y) two accurate and complete original signed copies of Internal Revenue Service Form W-8 (or successor form) certifying such Lender's entitlement to an exemption from United States withholding tax with respect to payments of interest to be made under this Credit Agreement and under any Note. In addition, each Lender agrees that it will deliver upon the Borrower's request updated versions of the foregoing, as applicable, whenever the previous certification has become obsolete or inaccurate in any material respect, together with such other forms as may be required in order to confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Credit Agreement and any Note. Notwithstanding anything to the contrary contained in Section 2.19(a), but subject to the immediately succeeding sentence, (x) the Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for U.S. federal income tax purposes to the extent that such Lender has not provided to the Borrower U.S. Internal Revenue Service Forms that establish a complete exemption from such deduction or withholding and (y) the Borrower shall not be obligated pursuant to Section 2.19(a) hereof to gross-up payments to be made to a Lender in respect of Taxes imposed by the United States if (I) such Lender has not provided to the Borrower the Internal Revenue Service Forms required to be provided to the Borrower pursuant to this Section 2.19(b) or (II) in the case of a payment, other than interest, to a Lender described in clause (ii) above, to the extent that such Forms do not establish a complete exemption from withholding of such Taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this Section 2.19, the Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Section 2.19(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation thereof, relating to the deducting or withholding of Taxes. (c) Each Lender agrees to use reasonable efforts (including reasonable efforts to change its Domestic Lending Office or LIBOR Lending Office, as the case may be) to avoid or to minimize any amounts which might otherwise be payable pursuant to this Section; provided, however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender in its sole discretion to be material. (d) If the Borrower pays any additional amount pursuant to this Section 2.19 with respect to a Lender, such Lender shall use reasonable efforts to obtain a refund of tax or credit against its tax liabilities on account of such payment; provided that such Lender shall have no obligation to use such reasonable efforts if either (i) it is in an excess foreign tax credit position or (ii) it believes in good faith, in its sole discretion, that claiming a refund or credit would cause adverse tax consequences to it. In the event that 54

such Lender receives such a refund or credit, such Lender shall pay to the Borrower an amount that such Lender reasonably determines is equal to the net tax benefit obtained by such Lender as a result of such payment by the Borrower. In the event that no refund or credit is obtained with respect to the Borrower's payments to such Lender pursuant to this Section 2.19, then such Lender shall upon request provide a certification that such Lender has not received a refund or credit for such payments. Nothing contained in this Section 2.19 shall require a Lender to disclose or detail the basis of its calculation of the amount of any tax benefit or any other amount or the basis of its determination referred to in the proviso to the first sentence of this Section 2.19 to the Borrower or any other party. (e) The agreements in this Section 2.19 shall survive the termination of this Credit Agreement and the payment of the Notes and all other amounts payable hereunder. SECTION 2.20 INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES. (a) In addition to its other obligations under Section 2.5, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender and each LOC Participant harmless from and against any and all claims, demands,

such Lender receives such a refund or credit, such Lender shall pay to the Borrower an amount that such Lender reasonably determines is equal to the net tax benefit obtained by such Lender as a result of such payment by the Borrower. In the event that no refund or credit is obtained with respect to the Borrower's payments to such Lender pursuant to this Section 2.19, then such Lender shall upon request provide a certification that such Lender has not received a refund or credit for such payments. Nothing contained in this Section 2.19 shall require a Lender to disclose or detail the basis of its calculation of the amount of any tax benefit or any other amount or the basis of its determination referred to in the proviso to the first sentence of this Section 2.19 to the Borrower or any other party. (e) The agreements in this Section 2.19 shall survive the termination of this Credit Agreement and the payment of the Notes and all other amounts payable hereunder. SECTION 2.20 INDEMNIFICATION; NATURE OF ISSUING LENDER'S DUTIES. (a) In addition to its other obligations under Section 2.5, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender and each LOC Participant harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender or such LOC Participant may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Government Acts"). (b) As between the Borrower and the Issuing Lender and each LOC Participant, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. Neither the Issuing Lender nor any LOC Participant shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit (unless the Issuing Lender or any LOC Participant makes a payment under such Letter of Credit against presentation of a draft or any accompanying document that does not substantially comply with the conditions required in order to draw upon such Letter of Credit); (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (v) for errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (vii) for any consequences arising from causes beyond the control of the Issuing Lender or any LOC 55

Participant, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender or any LOC Participant, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuing Lender or such LOC Participant under any resulting liability to the Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each LOC Participant against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government Authority. The Issuing Lender and the LOC Participants shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender and the LOC Participants. (d) Nothing in this Section 2.20 is intended to limit the reimbursement obligation of the Borrower contained in

Participant, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender or any LOC Participant, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in the absence of gross negligence or willful misconduct, shall not put such Issuing Lender or such LOC Participant under any resulting liability to the Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each LOC Participant against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government Authority. The Issuing Lender and the LOC Participants shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender and the LOC Participants. (d) Nothing in this Section 2.20 is intended to limit the reimbursement obligation of the Borrower contained in Section 2.5(d) hereof. The obligations of the Borrower under this Section 2.20 shall survive the termination of this Credit Agreement. No act or omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender and the LOC Participants to enforce any right, power or benefit under this Credit Agreement. (e) Notwithstanding anything to the contrary contained in this Section 2.20, the Borrower shall have no obligation to indemnify the Issuing Lender or any LOC Participant in respect of any liability incurred by the Issuing Lender or such LOC Participant arising out of the gross negligence or willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender or such LOC Participant), as determined by a court of competent jurisdiction or pursuant to arbitration. ARTICLE III REPRESENTATIONS AND WARRANTIES To induce the Lenders to enter into this Credit Agreement and to make the Extensions of Credit herein provided for, each of the Credit Parties hereby represents and warrants to the Administrative Agent and to each Lender that: SECTION 3.1 FINANCIAL CONDITION. (a) (i) The audited Consolidated financial statements of the Parent and its Subsidiaries for the fiscal year ended December 31, 2000, together with the related 56

Consolidated statements of income or operations, equity and cash flows for the fiscal year ended on such dates and (ii) the unaudited Consolidated and consolidating balance sheet of the Borrower's television and radio operations for the month ended December 31, 2001, together with the related Consolidated statements of income or operations for the 12 months ended December 31, 2001: (A) were prepared in accordance with GAAP (to the extent applicable) consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, commitments, and as to the audited Consolidated financial statements, contingent obligations.

Consolidated statements of income or operations, equity and cash flows for the fiscal year ended on such dates and (ii) the unaudited Consolidated and consolidating balance sheet of the Borrower's television and radio operations for the month ended December 31, 2001, together with the related Consolidated statements of income or operations for the 12 months ended December 31, 2001: (A) were prepared in accordance with GAAP (to the extent applicable) consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (B) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof (subject, in the case of the unaudited financial statements, to normal year-end adjustments) and results of operations for the period covered thereby; and (C) show all indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, commitments, and as to the audited Consolidated financial statements, contingent obligations. (b) The eight-year projections of the Borrower and its Subsidiaries have been prepared in good faith based upon reasonable assumptions. SECTION 3.2 NO CHANGE. Since December 31, 2000, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect. SECTION 3.3 CORPORATE EXISTENCE. Each of the Credit Parties (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the requisite power and authority and the legal right to own and operate all its material property, to lease the material property it operates as lessee and to conduct the business in which it is currently engaged, and (c) is duly qualified to conduct business and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification. The jurisdictions in which the Credit Parties as of the Closing Date are organized and qualified to do business are described on Schedule 3.3. SECTION 3.4 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS. Each of the Credit Parties has full power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessary action to authorize the execution, delivery and performance by it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any 57

Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any of the Credit Parties (other than those which have been obtained) or with the validity or enforceability of any Credit Document against any of the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). Each Credit Document to which it is a party has been duly executed and delivered on behalf of the applicable Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of each such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). SECTION 3.5 COMPLIANCE WITH LAWS; NO CONFLICT; NO DEFAULT. (a) The execution, delivery and performance by each Credit Party of the Credit Documents to which such Credit

Governmental Authority or any other Person is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any of the Credit Parties (other than those which have been obtained) or with the validity or enforceability of any Credit Document against any of the Credit Parties (except such filings as are necessary in connection with the perfection of the Liens created by such Credit Documents). Each Credit Document to which it is a party has been duly executed and delivered on behalf of the applicable Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of each such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). SECTION 3.5 COMPLIANCE WITH LAWS; NO CONFLICT; NO DEFAULT. (a) The execution, delivery and performance by each Credit Party of the Credit Documents to which such Credit Party is a party, in accordance with their respective terms, the borrowings hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval (other than such Governmental Approvals that have been obtained or made and not subject to suspension, revocation or termination) or violate any Requirement of Law relating to such Credit Party, (ii) conflict with, result in a breach of or constitute a default under the articles of incorporation, bylaws, articles of organization, operating agreement or other organizational documents of such Credit Party or any material indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound or any Governmental Approval relating to such Person, or (iii) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by such Person other than Liens arising under the Credit Documents; provided, however, that (A) under Communications Laws governmental approval may be required prior to (x) the transfer of control of any Credit Party, (y) the assignment of any FCC License or PUC Authorization, (z) the exercise of any voting rights or management authority over any Credit Party to the extent that such exercise constitutes a transfer of control of such Credit Party or an assignment of any FCC License or PUC Authorization, and (B) the exercise by the Administrative Agent or any Lender of any right or remedy under the Credit Documents as described in, or that gives rise to an event described in, clause (A) may require governmental approval. (b) Each Credit Party (i) (x) has all Governmental Approvals required by law for it to conduct its business, each of which is in full force and effect, (y) each such Governmental Approval is final and not subject to review on appeal and (z) each such Governmental Approval is not the subject of any pending or, to the best of its knowledge, threatened attack by direct or collateral proceeding, and (ii) is in compliance with each Governmental Approval applicable to it and in compliance with all other Requirements of Law relating to it or any of its respective properties, in each case except to the extent the failure to obtain such Governmental Approval or failure to comply with such 58

Governmental Approval or Requirement of Law could not reasonably be expected to have a Material Adverse Effect. (c) None of the Credit Parties is in default under or with respect to any of its Material Contracts or under or with respect to any of its other material Contractual Obligations, or any judgment, order or decree to which it is a party, in any respect which could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing. SECTION 3.6 NO MATERIAL LITIGATION. Except as set forth in Schedule 3.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Credit Parties, threatened by or against any of them or against any of their respective properties or revenues (a) with respect to the Credit Documents or any Loan or any of the transactions contemplated hereby, or (b) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect.

Governmental Approval or Requirement of Law could not reasonably be expected to have a Material Adverse Effect. (c) None of the Credit Parties is in default under or with respect to any of its Material Contracts or under or with respect to any of its other material Contractual Obligations, or any judgment, order or decree to which it is a party, in any respect which could reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing. SECTION 3.6 NO MATERIAL LITIGATION. Except as set forth in Schedule 3.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the best knowledge of the Credit Parties, threatened by or against any of them or against any of their respective properties or revenues (a) with respect to the Credit Documents or any Loan or any of the transactions contemplated hereby, or (b) which, if adversely determined, could reasonably be expected to have a Material Adverse Effect. SECTION 3.7 INVESTMENT COMPANY ACT; PUHCA. None of the Credit Parties (a) is an "investment company", or a company "controlled" by an "investment company", within the meaning of the Investment Company Act of 1940, as amended or (b) is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935. SECTION 3.8 MARGIN REGULATIONS. No part of the proceeds of any Loan hereunder will be used directly or indirectly for any purpose which violates, or which would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System as now and from time to time hereafter in effect. The Credit Parties (a) are not engaged, principally or as one of their important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" "margin stock" within the respective meanings of each of such terms under Regulation U and (b) taken as a group do not own "margin stock" except as identified in the financial statements referred to in Section 3.1 and the aggregate value of all "margin stock" owned by the Credit Parties taken as a group does not exceed 25% of the value of their assets. SECTION 3.9 ERISA. Except as set forth in Schedule 3.9, neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except to the extent that any such occurrence 59

or failure to comply would not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period which could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which, as determined in accordance with GAAP, could reasonably be expected to have a Material Adverse Effect. Neither the Borrower, nor any Subsidiary of the Borrower nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect. SECTION 3.10 ENVIRONMENTAL MATTERS.

or failure to comply would not reasonably be expected to have a Material Adverse Effect. No termination of a Single Employer Plan has occurred resulting in any liability that has remained underfunded, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period which could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits by an amount which, as determined in accordance with GAAP, could reasonably be expected to have a Material Adverse Effect. Neither the Borrower, nor any Subsidiary of the Borrower nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect. SECTION 3.10 ENVIRONMENTAL MATTERS. (a) Except to the extent such violation or liability could not reasonably be expected to have a Material Adverse Effect, the facilities and properties owned, leased or operated by any of the Credit Parties (the "Properties") do not contain any Materials of Environmental Concern in amounts or concentrations which (i) constitute a violation of, or (ii) could give rise to liability under, any Environmental Law. (b) Except to the extent such non-compliance or violation could not reasonably be expected to have a Material Adverse Effect, the Properties and all operations of the Credit Parties at the Properties are in compliance, and, to the best of the Credit Parties' knowledge, have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and, to the best of the Credit Parties' knowledge there is no contamination at, under or about the Properties or violation of any Environmental Law with respect to the Properties or the business operated by the any of the Credit Parties (the "Business"), except to the extent the effects of such contamination could not reasonably be expected to have a Material Adverse Effect. (c) None of the Credit Parties has received any written or actual notice of violation, alleged violation, noncompliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Properties or the Business, nor does any of the Credit Parties have knowledge of any such threatened notice. (d) To the best of the Credit Parties' knowledge, Materials of Environmental Concern have not been transported or disposed of from the Properties in violation of, or in a manner or to a location which could give rise to liability under any Environmental Law, nor have any Materials of Environmental Concern been generated, treated, stored or disposed of at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law. 60

(e) No judicial proceeding or governmental or administrative action is pending or, to the best of the Credit Parties' knowledge, threatened, under any Environmental Law to which any of the Credit Parties is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) To the best of the Credit Parties' knowledge, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any of the Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws. SECTION 3.11 PURPOSE OF LOANS. The proceeds of the Loans will be used (a) to refinance existing Indebtedness, (b) for capital expenditures, (c) for transaction costs related to the negotiation, execution and delivery of the Credit Documents and (d) for working capital and other general corporate purposes, including Permitted Acquisitions. SECTION 3.12 SUBSIDIARIES.

(e) No judicial proceeding or governmental or administrative action is pending or, to the best of the Credit Parties' knowledge, threatened, under any Environmental Law to which any of the Credit Parties is or will be named as a party with respect to the Properties or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to the Properties or the Business. (f) To the best of the Credit Parties' knowledge, there has been no release or threat of release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations of any of the Credit Parties in connection with the Properties or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws. SECTION 3.11 PURPOSE OF LOANS. The proceeds of the Loans will be used (a) to refinance existing Indebtedness, (b) for capital expenditures, (c) for transaction costs related to the negotiation, execution and delivery of the Credit Documents and (d) for working capital and other general corporate purposes, including Permitted Acquisitions. SECTION 3.12 SUBSIDIARIES. Set forth on Schedule 3.12 is a complete and accurate list of all direct and indirect Subsidiaries of the Borrower as of the Closing Date. Information on such Schedule includes the number of shares of each class of Capital Stock or other equity interests outstanding; the number and percentage of outstanding shares of each class of stock owned by the Borrower or any of its Subsidiaries; the number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and similar rights and the Televisions Stations and Radio Stations owned by such Subsidiary, if any, as of the Closing Date. The outstanding Capital Stock and other equity interests of all such Subsidiaries is validly issued, fully paid and non-assessable and is owned, free and clear of all Liens (other than those arising under or contemplated in connection with the Credit Documents). SECTION 3.13 OWNERSHIP. Each of the Credit Parties is the owner of, and has good and marketable title to, all of its respective assets, which, together with assets leased or licensed by the Credit Parties, represents all assets individually or in the aggregate material to the conduct of the businesses of the Credit Parties, taken as a whole on the date hereof, and none of such assets is subject to any Lien other than Permitted Liens. Each Credit Party enjoys peaceful and undisturbed possession under all of its leases and all such leases are valid and subsisting and in full force and effect. The Credit Parties have delivered complete and accurate copies of all material leases to the Administrative Agent. 61 SECTION 3.14 INDEBTEDNESS. Except as otherwise permitted under Section 6.1, the Credit Parties have no Indebtedness. SECTION 3.15 TAXES. Each of the Credit Parties has filed, or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. None of the Credit Parties is aware as of the Closing Date of any proposed tax assessments against it or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. SECTION 3.16 INTELLECTUAL PROPERTY RIGHTS. Each of the Borrower and its Subsidiaries owns, or has the legal right to use, all Intellectual Property necessary

SECTION 3.14 INDEBTEDNESS. Except as otherwise permitted under Section 6.1, the Credit Parties have no Indebtedness. SECTION 3.15 TAXES. Each of the Credit Parties has filed, or caused to be filed, all tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all other taxes, fees, assessments and other governmental charges (including mortgage recording taxes, documentary stamp taxes and intangibles taxes) owing by it, except for such taxes (i) which are not yet delinquent or (ii) that are being contested in good faith and by proper proceedings, and against which adequate reserves are being maintained in accordance with GAAP. None of the Credit Parties is aware as of the Closing Date of any proposed tax assessments against it or any of its Subsidiaries which could reasonably be expected to have a Material Adverse Effect. SECTION 3.16 INTELLECTUAL PROPERTY RIGHTS. Each of the Borrower and its Subsidiaries owns, or has the legal right to use, all Intellectual Property necessary for each of them to conduct its business as currently conducted. Set forth on Schedule 3.16 is a list of all Intellectual Property owned by each of the Borrower and its Subsidiaries or that the Borrower or any of its Subsidiaries has the right to use, as of the Closing Date. Except as disclosed in Schedule 3.16 hereto, (a) the specified Credit Party has the right to use the Intellectual Property disclosed in Schedule 3.16 hereto in perpetuity and without payment of royalties, (b) all registrations with and applications to Governmental Authorities in respect of such Intellectual Property are valid and in full force and effect and are not subject to the payment of any taxes or maintenance fees or the taking of any interest therein, held by any of the Credit Parties to maintain their validity or effectiveness, and (c) there are no restrictions on the direct or indirect transfer of any Contractual Obligation, or any interest therein, held by any of the Credit Parties in respect of such Intellectual Property. None of the Credit Parties is in default (or with the giving of notice or lapse of time or both, would be in default) under any license to use such Intellectual Property; no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property or the validity or effectiveness of any such Intellectual Property, nor does the Borrower or any of its Subsidiaries know of any such claim; and, to the knowledge of the Borrower or any of its Subsidiaries, the use of such Intellectual Property by the Borrower or any of its Subsidiaries does not infringe on the rights of any Person. The Credit Parties have recorded or deposited with and paid to the United States Copyright Office, the Register of Copyrights, the Copyrights Royalty Tribunal or other Governmental Authority, all notices, statements of account, royalty fees and other documents and instruments required under the terms and conditions of any Contractual Obligation of the Credit Parties and/or under Title 17 of the United States Code and the rules and regulations issued thereunder (collectively, the "Copyright Act"), and are not liable to any Person for copyright infringement under the Copyright Act or any other law, rule, regulation, contract or license as a result of their business operations. 62 SECTION 3.17 SOLVENCY. The fair saleable value, on a Consolidated basis, of the Credit Parties' assets, measured on a going concern basis, exceeds all probable liabilities, including those to be incurred pursuant to this Credit Agreement. None of the Credit Parties (a) has unreasonably small capital in relation to the business in which it is or proposes to be engaged or (b) has incurred, or believes that it will incur after giving effect to the transactions contemplated by this Credit Agreement, debts beyond its ability to pay such debts as they become due. In executing the Credit Documents and consummating the transactions contemplated thereby, none of the Credit Parties intends to hinder, delay or defraud either present or future creditors or other Persons to which one or more of the Credit Parties is or will become indebted. SECTION 3.18 INVESTMENTS. All Investments of each of the Credit Parties are Permitted Investments. SECTION 3.19 LOCATION OF COLLATERAL.

SECTION 3.17 SOLVENCY. The fair saleable value, on a Consolidated basis, of the Credit Parties' assets, measured on a going concern basis, exceeds all probable liabilities, including those to be incurred pursuant to this Credit Agreement. None of the Credit Parties (a) has unreasonably small capital in relation to the business in which it is or proposes to be engaged or (b) has incurred, or believes that it will incur after giving effect to the transactions contemplated by this Credit Agreement, debts beyond its ability to pay such debts as they become due. In executing the Credit Documents and consummating the transactions contemplated thereby, none of the Credit Parties intends to hinder, delay or defraud either present or future creditors or other Persons to which one or more of the Credit Parties is or will become indebted. SECTION 3.18 INVESTMENTS. All Investments of each of the Credit Parties are Permitted Investments. SECTION 3.19 LOCATION OF COLLATERAL. Set forth on Schedule 3.19(a) is a list of the Properties of the Borrower and its Subsidiaries as of the Closing Date with street address, county and state where located. Set forth on Schedule 3.19(b) is a list of all locations as of the Closing Date where any tangible personal property of the Borrower and its Subsidiaries is located, including county and state where located. Set forth on Schedule 3.19(c) is the chief executive office and principal place of business of each of the Borrower and its Subsidiaries as of the Closing Date. SECTION 3.20 NO BURDENSOME RESTRICTIONS. None of the Credit Parties is a party to any agreement or instrument or subject to any other obligation or any charter or corporate restriction or any provision of any applicable law, rule or regulation which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. SECTION 3.21 LABOR MATTERS. There are no collective bargaining agreements or Multiemployer Plans covering the employees of the Credit Parties as of the Closing Date, other than as set forth in Schedule 3.21 hereto, and none of the Credit Parties has suffered any strikes, walkouts, work stoppages or other material labor difficulty within the last five years, other than as set forth in Schedule 3.21 hereto. SECTION 3.22 ACCURACY AND COMPLETENESS OF INFORMATION. All factual information heretofore, contemporaneously or hereafter furnished by or on behalf of the Credit Parties in writing to the Administrative Agent or any Lender for purposes of or in connection with this Credit Agreement or any other Credit Document, or any transaction contemplated hereby or thereby, is or will be true and accurate in all material respects and not 63

incomplete by omitting to state any material fact necessary to make such information not misleading. There is no fact now known to any of the Credit Parties which has, or could reasonably be expected to have, a Material Adverse Effect which fact has not been set forth herein, in the financial statements of the Credit Parties furnished to the Administrative Agent and/or the Lenders, or in any certificate, opinion or other written statement made or furnished by or on behalf of the Credit Parties to the Administrative Agent and/or the Lenders. SECTION 3.23 MATERIAL CONTRACTS. Schedule 3.23 sets forth a complete and accurate list of all Material Contracts of the Borrower and its Subsidiaries in effect as of the Closing Date. Other than as set forth in Schedule 3.23, each such Material Contract is, and after giving effect to the transactions contemplated by the Credit Documents will be, in full force and effect in accordance with the terms thereof. The Borrower and its Subsidiaries have delivered to the Administrative Agent a true and complete copy of each such Material Contract (other than Immaterial FCC

incomplete by omitting to state any material fact necessary to make such information not misleading. There is no fact now known to any of the Credit Parties which has, or could reasonably be expected to have, a Material Adverse Effect which fact has not been set forth herein, in the financial statements of the Credit Parties furnished to the Administrative Agent and/or the Lenders, or in any certificate, opinion or other written statement made or furnished by or on behalf of the Credit Parties to the Administrative Agent and/or the Lenders. SECTION 3.23 MATERIAL CONTRACTS. Schedule 3.23 sets forth a complete and accurate list of all Material Contracts of the Borrower and its Subsidiaries in effect as of the Closing Date. Other than as set forth in Schedule 3.23, each such Material Contract is, and after giving effect to the transactions contemplated by the Credit Documents will be, in full force and effect in accordance with the terms thereof. The Borrower and its Subsidiaries have delivered to the Administrative Agent a true and complete copy of each such Material Contract (other than Immaterial FCC Licenses and Immaterial PUC Authorizations). SECTION 3.24 FCC AND STATION MATTERS. (a) Schedule 3.24 correctly sets forth, as of the Closing Date, all of the FCC Licenses, PUC Authorizations and Affiliation Agreements held by the Credit Parties which are material to the operation of the Stations and correctly sets forth the termination date, if any, of each such FCC License, PUC Authorization and Affiliation Agreement. To the Credit Parties' knowledge, (i) each Material FCC License was duly and validly issued by the FCC and (ii) each Material PUC Authorization was duly and validly issued by the applicable PUC, in each case pursuant to procedures which comply in all material respects with all Requirements of Law and none of the Credit Parties has any knowledge of the occurrence of any event or the existence of any circumstance which, in the reasonable judgment of any such Credit Party, is likely to lead to modification, restriction or revocation of any Material FCC License or Material PUC Authorization or the termination or non-renewal of any Affiliation Agreement. The Credit Parties have the right to use all FCC Licenses required in the ordinary course of business for the Stations. To the best of the Credit Parties' knowledge, the Material FCC Licenses and Material PUC Authorizations are in full force and effect and the Credit Parties are in substantial compliance therewith and to the best of the Credit Parties' knowledge, the Material FCC Licenses and Material PUC Authorizations do not conflict with the valid rights of others in any way which could reasonably be expected to have a Material Adverse Effect. No event has occurred which permits, or after notice or lapse of time or both would permit, the revocation, termination, modification or restriction of any Material FCC License or Material PUC Authorization which could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 3.24, each FCC License or PUC Authorization is held by the Credit Party directly operating the Station with respect to which such FCC License or PUC Authorization was issued or assigned. 64

(b) Each Credit Party (i) has duly filed in a timely manner all filings relating to Material FCC Licenses and Material PUC Authorizations which are required to be filed by each such Credit Party under Communications Law, (ii) has duly filed in a timely manner all other filings which are required to be filed by each such Credit Party under Communications Law, except such filings with respect to which the failure to file could not reasonably be expected to have a Material Adverse Effect and (iii) is in all material respects in substantial compliance with Communications Law, including, without limitation, the rules and regulations of the FCC relating to the broadcast of television and radio signals. (c) None of the Stations (including without limitation, the transmitter and tower sites owned or used by the Credit Parties) violate in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders or regulations and each such Station is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances (other than permitted variances) or special use permits materially affecting any of the Stations or the uses thereof. ARTICLE IV CONDITIONS PRECEDENT

(b) Each Credit Party (i) has duly filed in a timely manner all filings relating to Material FCC Licenses and Material PUC Authorizations which are required to be filed by each such Credit Party under Communications Law, (ii) has duly filed in a timely manner all other filings which are required to be filed by each such Credit Party under Communications Law, except such filings with respect to which the failure to file could not reasonably be expected to have a Material Adverse Effect and (iii) is in all material respects in substantial compliance with Communications Law, including, without limitation, the rules and regulations of the FCC relating to the broadcast of television and radio signals. (c) None of the Stations (including without limitation, the transmitter and tower sites owned or used by the Credit Parties) violate in any material respect the provisions of any applicable building codes, fire regulations, building restrictions or other governmental ordinances, orders or regulations and each such Station is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no outstanding variances (other than permitted variances) or special use permits materially affecting any of the Stations or the uses thereof. ARTICLE IV CONDITIONS PRECEDENT SECTION 4.1 CLOSING CONDITIONS. This Credit Agreement shall become effective upon, and the obligation of each Lender to make the initial Revolving Loans and the Term Loans on the Closing Date is subject to, the satisfaction of the following conditions precedent: (a) Execution of Credit Agreement and Credit Documents. The Administrative Agent shall have received (i) counterparts of this Credit Agreement, executed by a duly authorized officer of each party hereto, (ii) for the account of each Lender with a Revolving Commitment, a Revolving Note, (iii) for the account of each Lender with a Tranche A Term Loan Commitment, a Tranche A Term Note, (iv) for the account of each Lender with a Tranche B Term Loan Commitment, a Tranche B Term Note, (v) counterparts of the Security Agreements and the Pledge Agreements, in each case conforming to the requirements of this Credit Agreement and executed by duly authorized officers of the Credit Parties and the Parent, as applicable and (vi) counterparts of any other Credit Document, executed by the duly authorized officers of the parties thereto. 65 (b) Authority Documents. The Administrative Agent shall have received the following: (i) Articles of Incorporation. Copies of the articles of incorporation or other charter documents of the Parent and each Credit Party certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its incorporation. (ii) Resolutions. Copies of resolutions of the board of directors of the Parent and each Credit Party approving and adopting the Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof, certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date. (iii) Bylaws. A copy of the bylaws of the Parent and each Credit Party certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date. (iv) Good Standing. Copies of (i) certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and (ii) to the extent readily available, a certificate indicating payment of all corporate and other franchise taxes certified as of a recent date by the appropriate governmental taxing authorities. (v) Incumbency. An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Closing Date, in substantially the form of Schedule 4.1-1 hereto.

(b) Authority Documents. The Administrative Agent shall have received the following: (i) Articles of Incorporation. Copies of the articles of incorporation or other charter documents of the Parent and each Credit Party certified to be true and complete as of a recent date by the appropriate governmental authority of the state of its incorporation. (ii) Resolutions. Copies of resolutions of the board of directors of the Parent and each Credit Party approving and adopting the Credit Documents, the transactions contemplated therein and authorizing execution and delivery thereof, certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date. (iii) Bylaws. A copy of the bylaws of the Parent and each Credit Party certified by an officer of such Credit Party as of the Closing Date to be true and correct and in force and effect as of such date. (iv) Good Standing. Copies of (i) certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate Governmental Authorities of the state of incorporation or organization and (ii) to the extent readily available, a certificate indicating payment of all corporate and other franchise taxes certified as of a recent date by the appropriate governmental taxing authorities. (v) Incumbency. An incumbency certificate of each Credit Party certified by a secretary or assistant secretary to be true and correct as of the Closing Date, in substantially the form of Schedule 4.1-1 hereto. (c) Personal Property Collateral. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent: (i) searches of Uniform Commercial Code filings in the jurisdiction of the chief executive office and state of incorporation of each Credit Party and each jurisdiction where any Collateral is located or where a filing would need to be made in order to perfect the Administrative Agent's security interest in the Collateral, copies of the financing statements on file in such jurisdictions and evidence that no Liens exist other than Permitted Liens; (ii) duly executed UCC financing statements for each appropriate jurisdiction as is necessary, in the Administrative Agent's sole discretion, to perfect the Administrative Agent's security interest in the Collateral; (iii) searches of ownership of Intellectual Property in the appropriate governmental offices and such patent/trademark/copyright filings as requested by 66

the Administrative Agent in order to perfect the Administrative Agent's security interest in the Intellectual Property; (iv) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent's security interest in the Intellectual Property; (v) all stock certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreements (or in the case of the Capital Stock of the Borrower, a promise to deliver the same from the party currently in possession thereof, in form reasonably satisfactory to the Administrative Agent), together with duly executed in blank undated stock powers attached or for attachment thereto; (vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent's security interest in the Collateral; (vii) duly executed consents as are necessary, in the Administrative Agent's sole discretion, to perfect the Lenders' security interest in the Collateral; (viii) in the case of any personal property Collateral located at premises leased by a Credit Party such estoppel

the Administrative Agent in order to perfect the Administrative Agent's security interest in the Intellectual Property; (iv) such patent/trademark/copyright filings as requested by the Administrative Agent in order to perfect the Administrative Agent's security interest in the Intellectual Property; (v) all stock certificates, if any, evidencing the Capital Stock pledged to the Administrative Agent pursuant to the Pledge Agreements (or in the case of the Capital Stock of the Borrower, a promise to deliver the same from the party currently in possession thereof, in form reasonably satisfactory to the Administrative Agent), together with duly executed in blank undated stock powers attached or for attachment thereto; (vi) all instruments and chattel paper in the possession of any of the Credit Parties, together with allonges or assignments as may be necessary or appropriate to perfect the Administrative Agent's security interest in the Collateral; (vii) duly executed consents as are necessary, in the Administrative Agent's sole discretion, to perfect the Lenders' security interest in the Collateral; (viii) in the case of any personal property Collateral located at premises leased by a Credit Party such estoppel letters, consents and waivers from the landlords on such real property as may be required by the Administrative Agent; and (ix) copies of the Affiliation Agreements, Material FCC Licenses, Material PUC Authorizations and other Material Contracts, certified by an officer of such Credit Party as of the Closing Date to be true and correct copies of such documents. (d) Liability and Casualty Insurance. The Administrative Agent shall have received copies of insurance policies or certificates of insurance evidencing liability and casualty insurance (including, but not limited to, business interruption insurance) meeting the requirements set forth herein or in the Security Documents. The Administrative Agent shall be named as loss payee on all casualty insurance policies and as additional insured on all liability insurance policies, in each case for the benefit of the Lenders. (e) Fees. The Administrative Agent and Bank of America shall have received all fees, if any, owing pursuant to the Fee Letters and Section 2.6. (f) Litigation. There shall not exist any material pending or threatened litigation, investigation, bankruptcy, insolvency, injunction, order or claim with respect to the Parent, the Borrower or any of their respective Subsidiaries, or affecting or relating to 67

this Credit Agreement and the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date. (g) Solvency Certificate. The Administrative Agent shall have received an officer's certificate prepared by the chief financial officer of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the initial borrowings under the Credit Documents, in substantially the form of Schedule 4.1-2 hereto. (h) Account Designation Letter. The Administrative Agent shall have received the executed Account Designation Letter in the form of Schedule 1.1-1 hereto. (i) Corporate Structure. The corporate capital and ownership structure of the Credit Parties shall be as described in Schedule 3.12. The Administrative Agent shall be satisfied with management structure, legal structure, voting

this Credit Agreement and the other Credit Documents, that has not been settled, dismissed, vacated, discharged or terminated prior to the Closing Date. (g) Solvency Certificate. The Administrative Agent shall have received an officer's certificate prepared by the chief financial officer of the Borrower as to the financial condition, solvency and related matters of the Borrower and its Subsidiaries, on a consolidated basis, after giving effect to the initial borrowings under the Credit Documents, in substantially the form of Schedule 4.1-2 hereto. (h) Account Designation Letter. The Administrative Agent shall have received the executed Account Designation Letter in the form of Schedule 1.1-1 hereto. (i) Corporate Structure. The corporate capital and ownership structure of the Credit Parties shall be as described in Schedule 3.12. The Administrative Agent shall be satisfied with management structure, legal structure, voting control, liquidity, total leverage and total capitalization of the Credit Parties. (j) Government Consent. The Administrative Agent shall have received evidence that all governmental, shareholder and material third party consents and approvals necessary in connection with financings and other transactions contemplated hereby have been obtained. (k) Compliance with Laws. The financings and other transactions contemplated hereby shall be in compliance with all applicable laws and regulations (including all Communications Law and all applicable securities and banking laws, rules and regulations). (l) Bankruptcy. There shall be no bankruptcy or insolvency proceedings with respect to the Parent, the Borrower or any of their respective Subsidiaries. (m) Existing Indebtedness of the Credit Parties. All of the existing Indebtedness for borrowed money of the Credit Parties (other than Indebtedness permitted to exist pursuant to Section 6.1) shall be repaid in full and all security interests and Liens related thereto shall be terminated on the Closing Date. (n) Financial Statements. The Administrative Agent and the Lenders shall have received copies of the financial statements and information referred to in Section 3.1 hereof, which shall be in form and substance satisfactory to the Administrative Agent. (o) No Material Adverse Change. Since December 31, 2000, there has been no development or event which has had or could reasonably be expected to have a Material Adverse Effect. (p) FCC Matters. (i) All necessary FCC Licenses with respect to the Stations owned or operated by the Credit Parties shall be in full force and effect, (ii) any necessary 68

PUC Authorizations shall have been obtained and shall be in form and substance satisfactory to the Administrative Agent and (iii) the Credit Parties will be in compliance with any applicable provisions of Section 310(b) of the Communications Act of 1934 concerning foreign ownership and with any other applicable ownership rules under the Communications Act of 1934, including, without limitation, multiple ownership, cross ownership and any other ownership limits. (q) Officer's Certificates. The Administrative Agent shall have received (i) a certificate, in form and substance satisfactory to the Administrative Agent and certified as accurate by a Responsible Officer, demonstrating compliance by the Borrower and its Subsidiaries as of the Closing Date with the financial covenants contained in Section 5.9 hereof and (ii) a closing officer's certificate in form and substance satisfactory to the Administrative Agent. (r) Legal Opinions of Counsel. The Administrative Agent shall have received (i) an opinion or opinions of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with

PUC Authorizations shall have been obtained and shall be in form and substance satisfactory to the Administrative Agent and (iii) the Credit Parties will be in compliance with any applicable provisions of Section 310(b) of the Communications Act of 1934 concerning foreign ownership and with any other applicable ownership rules under the Communications Act of 1934, including, without limitation, multiple ownership, cross ownership and any other ownership limits. (q) Officer's Certificates. The Administrative Agent shall have received (i) a certificate, in form and substance satisfactory to the Administrative Agent and certified as accurate by a Responsible Officer, demonstrating compliance by the Borrower and its Subsidiaries as of the Closing Date with the financial covenants contained in Section 5.9 hereof and (ii) a closing officer's certificate in form and substance satisfactory to the Administrative Agent. (r) Legal Opinions of Counsel. The Administrative Agent shall have received (i) an opinion or opinions of counsel for the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent (which shall include, without limitation, opinions with respect to the due organization and valid existence of each Credit Party and opinions as to perfection of the Liens granted to the Administrative Agent pursuant to the Security Documents) and (ii) an opinion of FCC counsel to the Credit Parties, dated the Closing Date and addressed to the Administrative Agent and the Lenders, in form and substance acceptable to the Administrative Agent. (s) Leverage Ratio. The Leverage Ratio as of the Closing Date (calculated using Consolidated Funded Debt as of the Closing Date and projected Consolidated EBITDA as of December 31, 2001), after giving pro forma effect to the initial Extensions of Credit hereunder, shall not exceed 5.25 to 1.0. (t) Revolving Loan Outstandings. The amount of Revolving Loans borrowed on the Closing Date shall not exceed $6,000,000. (u) Other Debt Instruments. The Administrative Agent shall have received copies of all agreements and instruments evidencing Indebtedness of the Parent and its Subsidiaries (other than the Credit Parties) and any Liens granted to secure such Indebtedness, (i) which agreements and instruments shall not contain any crossdefault (other than direct or indirect cross-defaults related to the bankruptcy of a Credit Party, any material litigation or judgment affecting a Credit Party, the failure of a Credit Party to file a material tax return and the occurrence of a material adverse effect with respect to the Parent and its Subsidiaries take as a whole) or crossacceleration to the Credit Documents, (ii) which Indebtedness shall be (A) on terms acceptable to the Administrative Agent and (B) non-recourse to the Credit Parties and (iii) which Liens shall not include Liens on any Capital Stock of the Borrower and its Subsidiaries or any assets of the Credit Parties. 69 (v) Fisher Plaza Lease. The Administrative Agent shall have received an executed of, and approved the terms of, the Fisher Plaza Lease. (w) Additional Matters. All other documents and legal matters in connection with the transactions contemplated by this Credit Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel. SECTION 4.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT. The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit: (a) Representations and Warranties. The representations and warranties made by the Credit Parties in Section 3, in the Security Documents or which are contained in any certificate furnished at any time under or in connection herewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date). (b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of

(v) Fisher Plaza Lease. The Administrative Agent shall have received an executed of, and approved the terms of, the Fisher Plaza Lease. (w) Additional Matters. All other documents and legal matters in connection with the transactions contemplated by this Credit Agreement shall be reasonably satisfactory in form and substance to the Administrative Agent and its counsel. SECTION 4.2 CONDITIONS TO ALL EXTENSIONS OF CREDIT. The obligation of each Lender to make any Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent on the date of making such Extension of Credit: (a) Representations and Warranties. The representations and warranties made by the Credit Parties in Section 3, in the Security Documents or which are contained in any certificate furnished at any time under or in connection herewith shall be true and correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date (except for those which expressly relate to an earlier date). (b) No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing on such date or after giving effect to the Extension of Credit to be made on such date unless such Default or Event of Default shall have been waived in accordance with this Credit Agreement. (c) Compliance with Commitments. Immediately after giving effect to the making of any such Extension of Credit (and the application of the proceeds thereof), (i) the sum of the aggregate principal amount of outstanding Revolving Loans plus LOC Obligations shall not exceed the Revolving Committed Amount then in effect and (ii) the LOC Obligations shall not exceed the LOC Committed Amount. (d) Additional Conditions to Extensions of Credit. If such Extension of Credit is made pursuant to Sections 2.1, 2.2, 2.3, 2.4 or 2.5, all conditions set forth in such Section shall have been satisfied. (e) Additional Conditions to Revolving Loans and Additional Loans Made to Fund Permitted Acquisitions. If a Revolving Loan and/or an Additional Loan is requested to fund a Permitted Acquisition, in addition to the conditions set forth in Section 2.1 and Section 2.4, as applicable, the Borrower shall deliver to the Administrative Agent a compliance certificate attaching pro forma financial and other information with respect to the Borrower and its Subsidiaries (after giving effect to the Permitted Acquisition and the making of the related Revolving Loan and/or Additional Loan), which compliance certificate shall be in form and substance satisfactory to the Administrative Agent. 70

Each request for an Extension of Credit and each acceptance by the Borrower of any such Extension of Credit shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Extension of Credit that the applicable conditions in subsections (a) through (e) of this Section have been satisfied. ARTICLE V AFFIRMATIVE COVENANTS Each Credit Party hereby covenants and agrees that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until (a) the Commitments have terminated, (b) all Letters of Credit have expired or been surrendered to the Issuing Lender, (c) no Note remains outstanding and unpaid and (d) the Credit Party Obligations, together with interest, Commitment Fees and all other amounts owing to the Agent or any Lender hereunder, are paid in full, such Credit Party shall, and shall cause each of its Subsidiaries, to: SECTION 5.1 FINANCIAL STATEMENTS.

Each request for an Extension of Credit and each acceptance by the Borrower of any such Extension of Credit shall be deemed to constitute a representation and warranty by the Borrower as of the date of such Extension of Credit that the applicable conditions in subsections (a) through (e) of this Section have been satisfied. ARTICLE V AFFIRMATIVE COVENANTS Each Credit Party hereby covenants and agrees that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until (a) the Commitments have terminated, (b) all Letters of Credit have expired or been surrendered to the Issuing Lender, (c) no Note remains outstanding and unpaid and (d) the Credit Party Obligations, together with interest, Commitment Fees and all other amounts owing to the Agent or any Lender hereunder, are paid in full, such Credit Party shall, and shall cause each of its Subsidiaries, to: SECTION 5.1 FINANCIAL STATEMENTS. Furnish to the Administrative Agent and each of the Lenders: (a) Annual Financial Statements. As soon as available, but in any event within ninety (90) days after the end of each fiscal year of the Borrower, a copy of the Consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related Consolidated statements of income and Consolidated statements of cash flows and retained earnings of the Borrower and its Subsidiaries for such year, audited by a firm of independent certified public accountants of nationally recognized standing reasonably acceptable to the Administrative Agent, and unaudited consolidating balance sheets and statements of income, setting forth in each case in comparative form the figures for the preceding fiscal year, reported on without a "going concern" or like qualification or exception, or qualification indicating that the scope of the audit was inadequate to permit such independent certified public accountants to certify such financial statements without such qualification; (b) Quarterly Financial Statements. As soon as available and in any event within forty-five (45) days after the end of each of the first three fiscal quarters of the Borrower, a company-prepared Consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as at the end of such period and related company-prepared Consolidated and consolidating statements of income and Consolidated statements of cash flows and retained earnings for the Borrower and its Subsidiaries for such quarterly period and for the portion of the fiscal year ending with such period, in each case setting forth in comparative form the figures for the corresponding period or periods of the preceding fiscal year (subject to normal recurring year-end audit adjustments); 71 (c) Monthly Financial Statements. As soon as available and in any event within thirty (30) days after the end of each calendar month (or (i) with respect to the last calendar month of the first three fiscal quarters of the Borrower, within forty-five (45) days after the end of each such calendar month and (ii) with respect to the last calendar month of the fourth fiscal quarter of the Borrower, within ninety (90) days after the end of such calendar month), a company-prepared balance sheet (unaudited and before any consolidating adjustments) of the Borrower and its Subsidiaries as at the end of such month and related company-prepared statements of income for the Borrower and its Subsidiaries for such month and for the portion of the fiscal year ending with such month, in substantially the same form as the monthly financial statements of the Borrower and its Subsidiaries for the month ended December 31, 2001 (subject to normal recurring year-end audit adjustments); all such financial statements delivered pursuant to subsections (a), (b) and (c) to fairly present in all material respects the financial condition and results from operations of the entities and for the periods specified and to be prepared in reasonable detail and in accordance with GAAP (subject, in the case of interim statements, to normal recurring year-end audit adjustments) applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change in the application of accounting principles as provided in Section 1.3; and (d) Annual Financial Plans. As soon as practicable and in any event within thirty (30) days after the end of each

(c) Monthly Financial Statements. As soon as available and in any event within thirty (30) days after the end of each calendar month (or (i) with respect to the last calendar month of the first three fiscal quarters of the Borrower, within forty-five (45) days after the end of each such calendar month and (ii) with respect to the last calendar month of the fourth fiscal quarter of the Borrower, within ninety (90) days after the end of such calendar month), a company-prepared balance sheet (unaudited and before any consolidating adjustments) of the Borrower and its Subsidiaries as at the end of such month and related company-prepared statements of income for the Borrower and its Subsidiaries for such month and for the portion of the fiscal year ending with such month, in substantially the same form as the monthly financial statements of the Borrower and its Subsidiaries for the month ended December 31, 2001 (subject to normal recurring year-end audit adjustments); all such financial statements delivered pursuant to subsections (a), (b) and (c) to fairly present in all material respects the financial condition and results from operations of the entities and for the periods specified and to be prepared in reasonable detail and in accordance with GAAP (subject, in the case of interim statements, to normal recurring year-end audit adjustments) applied consistently throughout the periods reflected therein and further accompanied by a description of, and an estimation of the effect on the financial statements on account of, a change in the application of accounting principles as provided in Section 1.3; and (d) Annual Financial Plans. As soon as practicable and in any event within thirty (30) days after the end of each fiscal year, a Consolidated and consolidating budget and cash flow projections on a monthly basis of the Borrower and its Subsidiaries for such fiscal year, reasonably acceptable to the Agent, such budget to be prepared by the Borrower in a manner consistent with GAAP and to include an operating and capital budget, a summary of the material assumptions made in the preparation of such budget and a breakout by Television Station and Radio Group. Such budget shall be accompanied by a certificate of the chief financial officer of the Borrower to the effect that the budgets and other financial data are based on reasonable estimates and assumptions, all of which are fair in light of the conditions which existed at the time the budget was made, have been prepared on the basis of the assumptions stated therein, and reflect, as of the time so furnished, the reasonable estimate of the Borrower and its Subsidiaries of the budgeted results of the operations and other information budgeted therein. SECTION 5.2 CERTIFICATES; OTHER INFORMATION. Furnish to the Administrative Agent and each of the Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 5.1(a) above, a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary 72

therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above, a Compliance Certificate; (c) within thirty (30) days after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower or the Parent sends to its shareholders; (d) within ninety (90) days after the end of each fiscal year of the Borrower, a certificate containing information regarding (i) the calculation of Excess Cash Flow and (ii) the amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the prior fiscal year and amounts received in connection with any Recovery Event during the prior fiscal year; (e) promptly upon receipt thereof, a copy or summary of any other report or "management letter" submitted or presented by independent accountants to the Borrower or any of its Subsidiaries in connection with any annual,

therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of the financial statements referred to in Sections 5.1(a) and 5.1(b) above, a Compliance Certificate; (c) within thirty (30) days after the same are sent, copies of all reports (other than those otherwise provided pursuant to Section 5.1 and those which are of a promotional nature) and other financial information which the Borrower or the Parent sends to its shareholders; (d) within ninety (90) days after the end of each fiscal year of the Borrower, a certificate containing information regarding (i) the calculation of Excess Cash Flow and (ii) the amount of all Asset Dispositions, Debt Issuances, and Equity Issuances that were made during the prior fiscal year and amounts received in connection with any Recovery Event during the prior fiscal year; (e) promptly upon receipt thereof, a copy or summary of any other report or "management letter" submitted or presented by independent accountants to the Borrower or any of its Subsidiaries in connection with any annual, interim or special audit of the books of such Person; (f) promptly upon their becoming available, copies of (i) all press releases and other statements made available generally by the Borrower to the public concerning material developments in the business of the Borrower and its Subsidiaries, (ii) any non-routine correspondence or official notices received by the Borrower or any of its Subsidiaries from any federal, state or local governmental authority which regulates the operations of the Borrower and its Subsidiaries, and (iii) all Ownership Reports filed with the FCC and all other material reports or documents filed with the FCC or any other Governmental Authority; (g) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by the Borrower or any of its Subsidiaries with the Securities and Exchange Commission or any successor entity, or with any national securities exchange; (h) concurrently with the delivery of the financial statements referred to in Sections 5.1(a) above, (A) an updated copy of Schedule 3.12 if the Borrower or any of its Subsidiaries has formed or acquired a new Subsidiary since the Closing Date or since Schedule 3.12 was last updated, as applicable, (B) an updated copy of Schedule 3.16 if the Borrower or any of its Subsidiaries has registered, applied for registration of, acquired or otherwise obtained ownership of any new Intellectual Property since the Closing Date or since Schedule 3.16 was last updated, as applicable, (C) an updated copy of Schedule 3.23 if any new Material Contract has been entered into since the Closing Date or since Schedule 3.23 was last updated, as applicable, together with a copy of each new Material 73 Contract and (D) an updated copy of Schedule 3.24 if any Credit Party has acquired any new FCC License, obtained any new PUC Authorization or entered into any new Affiliation Agreement (or if the designation of any FCC License or PUC Authorization as material or immaterial has changed) since the Closing Date or since Schedule 3.24 was last updated, as applicable; and (i) promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender, may from time to time reasonably request. SECTION 5.3 PAYMENT OF TAXES AND OTHER OBLIGATIONS. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its taxes (Federal, state, local and any other taxes) and other obligations and liabilities of whatever nature and any additional costs that are imposed as a result of any failure to so pay, discharge or otherwise satisfy such taxes, obligations and liabilities, except when the amount or validity of any such taxes, obligations and liabilities is

Contract and (D) an updated copy of Schedule 3.24 if any Credit Party has acquired any new FCC License, obtained any new PUC Authorization or entered into any new Affiliation Agreement (or if the designation of any FCC License or PUC Authorization as material or immaterial has changed) since the Closing Date or since Schedule 3.24 was last updated, as applicable; and (i) promptly, such additional financial and other information as the Administrative Agent, on behalf of any Lender, may from time to time reasonably request. SECTION 5.3 PAYMENT OF TAXES AND OTHER OBLIGATIONS. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its taxes (Federal, state, local and any other taxes) and other obligations and liabilities of whatever nature and any additional costs that are imposed as a result of any failure to so pay, discharge or otherwise satisfy such taxes, obligations and liabilities, except when the amount or validity of any such taxes, obligations and liabilities is currently being contested in good faith by appropriate proceedings and reserves, if applicable, in conformity with GAAP with respect thereto have been provided on the books of the Credit Parties. SECTION 5.4 CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE. Continue to engage in business of the same general type as conducted by it on the Closing Date; preserve, renew and keep in full force and effect its existence and good standing; take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business (including, without limitation, all Material FCC Licenses) and to maintain its goodwill; comply with all Contractual Obligations and Requirements of Law applicable to it except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. SECTION 5.5 MAINTENANCE OF PROPERTY; INSURANCE. (a) Keep all material property useful and necessary in its business in good working order and condition (ordinary wear and tear and obsolescence excepted). (b) Maintain with financially sound and reputable insurance companies insurance on all its property (including without limitation its tangible Collateral) in at least such amounts and against at least such risks as are commercially reasonable (including, without limitation, business interruption insurance); and furnish to the Administrative Agent, upon written request, full information as to the insurance carried. The Administrative Agent shall be named as loss payee or mortgagee, as its interest may appear, or an additional insured, as applicable, with respect to such insurance policies, and each provider of any such insurance shall agree, by endorsement upon the policy or policies issued by it or by independent instruments furnished to the Administrative Agent, 74 that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or canceled, and that no act or default of any Credit Party or any other Person shall affect the rights of the Administrative Agent or the Lenders under such policy or policies. The present insurance coverage of the Credit Parties is outlined as to carrier, policy number, expiration date, type and amount on Schedule 5.5 (b). (c) In case of any material loss, damage to or destruction of the Collateral of any Credit Party or any part thereof, such Credit Party shall promptly give written notice thereof to the Administrative Agent generally describing the nature and extent of such damage or destruction. In case of any loss, damage to or destruction of the Collateral of any Credit Party or any part thereof, such Credit Party, whether or not the insurance proceeds, if any, received on account of such damage or destruction shall be sufficient for that purpose, at such Credit Party's cost and expense, will promptly repair or replace the Collateral of such Credit Party so lost, damaged or destroyed unless such Credit Party shall have reasonably determined that such repair or replacement of the affected Collateral is not economically feasible or is not deemed in the best business interest of such Credit Party. SECTION 5.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. Keep proper books of records and accounts in which full, true and correct entries shall be made of all dealings

that it will give the Administrative Agent thirty (30) days prior written notice before any such policy or policies shall be altered or canceled, and that no act or default of any Credit Party or any other Person shall affect the rights of the Administrative Agent or the Lenders under such policy or policies. The present insurance coverage of the Credit Parties is outlined as to carrier, policy number, expiration date, type and amount on Schedule 5.5 (b). (c) In case of any material loss, damage to or destruction of the Collateral of any Credit Party or any part thereof, such Credit Party shall promptly give written notice thereof to the Administrative Agent generally describing the nature and extent of such damage or destruction. In case of any loss, damage to or destruction of the Collateral of any Credit Party or any part thereof, such Credit Party, whether or not the insurance proceeds, if any, received on account of such damage or destruction shall be sufficient for that purpose, at such Credit Party's cost and expense, will promptly repair or replace the Collateral of such Credit Party so lost, damaged or destroyed unless such Credit Party shall have reasonably determined that such repair or replacement of the affected Collateral is not economically feasible or is not deemed in the best business interest of such Credit Party. SECTION 5.6 INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS. Keep proper books of records and accounts in which full, true and correct entries shall be made of all dealings and transactions in relation to its businesses and activities, such entries to be in conformity with GAAP and in conformity with Requirements of Law in all material respects; and permit, during regular business hours and upon reasonable notice by the Administrative Agent or any Lender, the Administrative Agent or any Lender to visit and inspect any of its properties and examine and make abstracts from any of its books and records at any reasonable time, upon reasonable notice and as often as may reasonably be desired, and to discuss the business, operations, properties and financial and other condition of the Credit Parties with officers and employees of the Credit Parties and with their independent certified public accountants. SECTION 5.7 NOTICES. Promptly (but in no event later than five (5) Business Days (or thirty (30) days with respect to subsection (d) below) after any Credit Party obtains actual knowledge thereof) give written notice of the following to the Administrative Agent (which shall promptly transmit such notice to each Lender): (a) the occurrence of any Default or Event of Default; (b) the occurrence of any default or event of default under any Contractual Obligation of any of the Credit Parties which could reasonably be expected to have a Material Adverse Effect or involve a monetary claim in excess of $2,000,000; 75

(c) any litigation, or any investigation or proceeding affecting any of the Credit Parties which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (d) (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or any Credit Party or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan; (e) any notice of any material violation of any Requirement of Law received by any Credit Party from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws or Communications Laws; (f) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Credit Party which could reasonably be expected to have a Material Adverse Effect;

(c) any litigation, or any investigation or proceeding affecting any of the Credit Parties which, if adversely determined, could reasonably be expected to have a Material Adverse Effect; (d) (i) the occurrence or expected occurrence of any Reportable Event with respect to any Plan, a failure to make any required contribution to a Plan, the creation of any Lien in favor of the PBGC (other than a Permitted Lien) or a Plan or any withdrawal from, or the termination, Reorganization or Insolvency of, any Multiemployer Plan or (ii) the institution of proceedings or the taking of any other action by the PBGC or any Credit Party or any Commonly Controlled Entity or any Multiemployer Plan with respect to the withdrawal from, or the terminating, Reorganization or Insolvency of, any Plan; (e) any notice of any material violation of any Requirement of Law received by any Credit Party from any Governmental Authority including, without limitation, any notice of violation of Environmental Laws or Communications Laws; (f) any labor controversy that has resulted in, or threatens to result in, a strike or other work action against any Credit Party which could reasonably be expected to have a Material Adverse Effect; (g) any attachment, judgment, lien, levy or order exceeding $2,000,000 that may be assessed against or threatened against any Credit Party other than Permitted Liens; (h) (i) any forfeiture, non-renewal, cancellation, termination, revocation, suspension, impairment or material modification of any Material FCC License held by any Credit Party or any Affiliation Agreement, (ii) any default or forfeiture with respect to any such Material FCC License or Affiliation Agreement, (iii) any hearing designation order concerning any FCC application filed by any Credit Party or any Material FCC License held by any Credit Party, (iv) any refusal by any governmental agency or authority (including, without limitation, the FCC) to renew or extend any such Material FCC License or (v) the occurrence of any event or the existence of any circumstances which is likely to lead to the termination or revocation of any Material FCC License or any Affiliation Agreement; (i) promptly, and in any event at least 30 days prior to the consummation thereof, any acquisition or series of related acquisitions that will qualify as a Permitted Acquisition if the total consideration (including, without limitation, assumed liabilities, earnout payments and any other deferred payment) for the business or property to be acquired in such acquisition or series of related acquisitions exceeds $2,000,000; and (j) promptly, any other development or event which could reasonably be expected to have a Material Adverse Effect. 76

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto. In the case of any notice of a Default or Event of Default, the Borrower shall specify that such notice is a Default or Event of Default notice on the face thereof. SECTION 5.8 ENVIRONMENTAL LAWS. (a) Comply in all material respects with all applicable Environmental Laws and obtain and comply in all material respects with and maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not reasonably be expected to have a Material Adverse Effect. (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective

Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action the Borrower proposes to take with respect thereto. In the case of any notice of a Default or Event of Default, the Borrower shall specify that such notice is a Default or Event of Default notice on the face thereof. SECTION 5.8 ENVIRONMENTAL LAWS. (a) Comply in all material respects with all applicable Environmental Laws and obtain and comply in all material respects with and maintain any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws. (b) Conduct and complete all investigations, studies, sampling and testing, and all remedial, removal and other actions required under Environmental Laws and promptly comply in all material respects with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings and the pendency of such proceedings could not reasonably be expected to have a Material Adverse Effect. (c) Defend, indemnify and hold harmless the Administrative Agent and the Lenders, and their respective employees, agents, officers and directors, from and against any and all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of the Credit Parties or the Properties, or any orders, requirements or demands of Governmental Authorities related thereto, including, without limitation, reasonable attorney's and consultant's fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the foregoing arise out of the gross negligence or willful misconduct of the party seeking indemnification therefor. The agreements in this paragraph shall survive repayment of the Notes and all other amounts payable hereunder. SECTION 5.9 FINANCIAL COVENANTS. Commencing on the day immediately following the Closing Date, the Borrower shall, and shall cause each of its Subsidiaries to, comply with the following financial covenants: (a) Leverage Ratio. At all times, the Leverage Ratio during the following periods shall be less than or equal to the ratios corresponding to such periods: 77
---------------------------------------------------------------Period Maximum Ratio ---------------------------------------------------------------Closing Date through September 29, 2002 5.75 to 1.0 September 30, 2002 through December 30, 2002 5.25 to 1.0 December 31, 2002 through June 29, 2003 4.50 to 1.0 June 30, 2003 through December 30, 2003 4.00 to 1.0 December 31, 2003 through June 29, 2004 3.50 to 1.0 June 30, 2004 and thereafter 3.00 to 1.0 ----------------------------------------------------------------

(b) Interest Coverage Ratio. At all times, the Interest Coverage Ratio during the following periods shall be greater than or equal to the ratios corresponding to such periods:
---------------------------------------------------------------Period Minimum Ratio ---------------------------------------------------------------Closing Date through September 29, 2002 2.25 to 1.0 September 30, 2002 through June 29, 2003 2.50 to 1.0 June 30, 2003 through June 29, 2004 2.75 to 1.0 June 30, 2004 and thereafter 3.00 to 1.0 ----------------------------------------------------------------

---------------------------------------------------------------Period Maximum Ratio ---------------------------------------------------------------Closing Date through September 29, 2002 5.75 to 1.0 September 30, 2002 through December 30, 2002 5.25 to 1.0 December 31, 2002 through June 29, 2003 4.50 to 1.0 June 30, 2003 through December 30, 2003 4.00 to 1.0 December 31, 2003 through June 29, 2004 3.50 to 1.0 June 30, 2004 and thereafter 3.00 to 1.0 ----------------------------------------------------------------

(b) Interest Coverage Ratio. At all times, the Interest Coverage Ratio during the following periods shall be greater than or equal to the ratios corresponding to such periods:
---------------------------------------------------------------Period Minimum Ratio ---------------------------------------------------------------Closing Date through September 29, 2002 2.25 to 1.0 September 30, 2002 through June 29, 2003 2.50 to 1.0 June 30, 2003 through June 29, 2004 2.75 to 1.0 June 30, 2004 and thereafter 3.00 to 1.0 ----------------------------------------------------------------

(c) Fixed Charge Coverage Ratio. At all times, the Fixed Charge Coverage Ratio shall be greater than or equal to 1.15 to 1.0. (d) Consolidated Capital Expenditures. Consolidated Capital Expenditures made in cash by the Credit Parties shall not exceed $5,000,000 in any fiscal year. SECTION 5.10 ADDITIONAL GUARANTORS. The Credit Parties will cause each of their Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing, to promptly become a "Guarantor" hereunder by way of execution of a Joinder Agreement. The guaranty obligations of any such Additional Credit Party shall be secured by, among other things, all of the tangible and intangible assets of the Additional Credit Party and a pledge of 100% of the Capital Stock of its Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries to the extent that such pledge is permissible under applicable law, and a pledge by the Borrower or other Credit Party which is the owner of the Capital Stock in such Additional Credit Party of 100% of such Capital Stock. SECTION 5.11 COMPLIANCE WITH LAW. Each Credit Party will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction could reasonably be expected to have a Material Adverse Effect. 78 SECTION 5.12 PLEDGED ASSETS. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock of each of its direct or indirect Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three

SECTION 5.12 PLEDGED ASSETS. (a) Each Credit Party will, and will cause each of its Subsidiaries to, cause 100% of the Capital Stock of each of its direct or indirect Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of each of its first-tier Foreign Subsidiaries to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Security Documents or such other security documents as the Administrative Agent shall reasonably request. (b) If, subsequent to the Closing Date, a Credit Party shall acquire any securities, instruments, chattel paper or other personal property required for perfection to be delivered to the Administrative Agent as Collateral hereunder or under any of the Security Documents, the Borrower shall promptly (and in any event within three (3) Business Days) after such acquisition notify the Administrative Agent of same. Each Credit Party shall, and shall cause each of its Subsidiaries to, take such action at its own expense as may be necessary or otherwise requested by the Administrative Agent (including, without limitation, any of the actions described in Section 4.1(c) hereof) to ensure that the Administrative Agent has a first priority perfected Lien to secure the Credit Party Obligations in (i) all personal property of the Credit Parties located in the United States and (ii) to the extent deemed to be material by the Administrative Agent or the Required Lenders in its or their sole reasonable discretion, all other personal property of the Credit Parties, subject in each case only to Permitted Liens. Each Credit Party shall, and shall cause each of its Subsidiaries to, adhere to the covenants regarding the location of personal property as set forth in the Security Documents. SECTION 5.13 HEDGING AGREEMENTS. Within 90 days following the Closing Date, the Borrower shall cause at least 50% of the outstanding principal of the Term Loans to be hedged for a period of at least 2 years at fixed rates pursuant to Hedging Agreements with a counterparty and on terms acceptable to the Administrative Agent. SECTION 5.14 COVENANTS REGARDING PATENTS, TRADEMARKS AND COPYRIGHTS. (a) The Borrower shall notify the Administrative Agent promptly if it knows or has reason to know that any application, letters patent or registration relating to any Patent, Patent License, Trademark or Trademark License of the Borrower or any of its Subsidiaries may become abandoned, or of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office or any court) regarding the Borrower's or any of its Subsidiary's ownership of any Patent or Trademark, its right to patent or register the same, or to enforce, keep and maintain the same, or its rights under any Patent License or Trademark License. 79

(b) The Borrower shall notify the Administrative Agent promptly after it knows or has reason to know of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any Copyright or Copyright License of the Borrower or any of its Subsidiaries, whether (i) such Copyright or Copyright License may become invalid or unenforceable prior to its expiration or termination, or (ii) the Borrower's or any of its Subsidiary's ownership of such Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such Copyright License, may become affected. (c) (i) The Borrower shall promptly notify the Administrative Agent of any filing by the Borrower or any of its Domestic Subsidiaries, either itself or through any agent, employee, licensee or designee (but in no event later than the fifteenth day following such filing), of any application for registration of any Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. (ii) Concurrently with the delivery of quarterly and annual financial statements of the Borrower pursuant to Section 5.1 hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or the United States Copyright Office or any similar office or

(b) The Borrower shall notify the Administrative Agent promptly after it knows or has reason to know of any adverse determination or development (including, without limitation, the institution of, or any such determination or development in, any proceeding in any court) regarding any Copyright or Copyright License of the Borrower or any of its Subsidiaries, whether (i) such Copyright or Copyright License may become invalid or unenforceable prior to its expiration or termination, or (ii) the Borrower's or any of its Subsidiary's ownership of such Copyright, its right to register the same or to enforce, keep and maintain the same, or its rights under such Copyright License, may become affected. (c) (i) The Borrower shall promptly notify the Administrative Agent of any filing by the Borrower or any of its Domestic Subsidiaries, either itself or through any agent, employee, licensee or designee (but in no event later than the fifteenth day following such filing), of any application for registration of any Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office or any similar office or agency in any other country or any political subdivision thereof. (ii) Concurrently with the delivery of quarterly and annual financial statements of the Borrower pursuant to Section 5.1 hereof, the Borrower shall provide to the Administrative Agent and its counsel a complete and correct list of all new Intellectual Property owned by or licensed to the Borrower or any of its Domestic Subsidiaries with respect to which the Administrative Agent has not filed a notice of grant of security interest with the United States Patent and Trademark Office or the United States Copyright Office or any similar office or agency in any other country or any political subdivision thereof, as applicable. (iii) Upon request of the Administrative Agent, the Borrower shall execute and deliver any and all agreements, instruments, documents, and papers as the Administrative Agent may reasonably request to evidence the Administrative Agent's security interest in the Intellectual Property and the general intangibles (including goodwill) related thereto or represented thereby. (d) The Borrower and its Subsidiaries will take all necessary actions, including, without limitation, in any proceeding before the United States Patent and Trademark Office or the United States Copyright Office, to maintain each item of Intellectual Property of the Borrower and its Subsidiaries, including, without limitation, payment of maintenance fees, filing of applications for renewal, affidavits of use, affidavits of incontestability and opposition, interference and cancellation proceedings. (e) In the event that any Credit Party becomes aware that any Intellectual Property is infringed, misappropriated or diluted by a third party in any material respect, the Borrower shall notify the Administrative Agent promptly after it learns thereof and shall, unless the Borrower or the relevant Subsidiary, as the case may be, shall reasonably determine that such Intellectual Property is not material to the business of the Borrower 80

and its Subsidiaries taken as a whole, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as the Borrower or such Subsidiary, as the case may be, shall reasonably deem appropriate under the circumstances to protect such Intellectual Property. SECTION 5.15 LEASES; LANDLORD CONSENT LETTERS. The Credit Parties shall maintain and cause the renewal of all material Leases (or other material leases, licenses, permits, rights of way or other interests in real property or contractual rights which, for purposes of this Section 5.15, shall be deemed to be within the definition of Leases) on which any tower, transmitter, satellite, microwave relay or other property used or useful in connection with the Broadcast Properties or the television and/or radio broadcasting business of any Credit Party is located in full force and effect and timely pay by the due date thereof all rentals, fees and expenses related thereto. In the event that any such Lease is terminated, canceled or not renewed, each Credit Party agrees to take such action, including entering into a substitute Lease, as may be reasonably required to enable such Credit Party's television and/or radio broadcasting business to continue in substantially the same manner as such business was being conducted and operated prior to the termination, cancellation or non-renewal of such Lease, and further agrees to notify the Administrative Agent of all action taken with respect thereto. For purposes of this Section 5.15, "material" shall be determined in the

and its Subsidiaries taken as a whole, promptly sue for infringement, misappropriation or dilution and to recover any and all damages for such infringement, misappropriation or dilution, and take such other actions as the Borrower or such Subsidiary, as the case may be, shall reasonably deem appropriate under the circumstances to protect such Intellectual Property. SECTION 5.15 LEASES; LANDLORD CONSENT LETTERS. The Credit Parties shall maintain and cause the renewal of all material Leases (or other material leases, licenses, permits, rights of way or other interests in real property or contractual rights which, for purposes of this Section 5.15, shall be deemed to be within the definition of Leases) on which any tower, transmitter, satellite, microwave relay or other property used or useful in connection with the Broadcast Properties or the television and/or radio broadcasting business of any Credit Party is located in full force and effect and timely pay by the due date thereof all rentals, fees and expenses related thereto. In the event that any such Lease is terminated, canceled or not renewed, each Credit Party agrees to take such action, including entering into a substitute Lease, as may be reasonably required to enable such Credit Party's television and/or radio broadcasting business to continue in substantially the same manner as such business was being conducted and operated prior to the termination, cancellation or non-renewal of such Lease, and further agrees to notify the Administrative Agent of all action taken with respect thereto. For purposes of this Section 5.15, "material" shall be determined in the reasonable discretion of the Administrative Agent. SECTION 5.16 DEPOSIT AND SECURITIES ACCOUNTS. The Credit Parties shall maintain each of their deposit and securities accounts with (a) a Lender or (b) a financial institution that has entered into an account control agreement in form and substance satisfactory to the Administrative Agent. SECTION 5.17 FISHER PLAZA LEASE. One or more Credit Parties shall continue to lease a portion of Fisher Plaza during 2002 and 2003 in accordance with the terms of the Fisher Plaza Lease as in effect on the Closing Date. SECTION 5.18 WHOLLY-OWNED SUBSIDIARIES. Each Subsidiary of a Credit Party (other than a Subsidiary that is a joint venture permitted by the terms of this Credit Agreement) shall be wholly-owned by such Credit Party. SECTION 5.19 POST-CLOSING REQUIREMENT. The Borrower shall promptly (and in any event within 30 days after the Closing Date) deliver to the Administrative Agent copies of certificates of good standing, existence or its equivalent with respect to each Credit Party certified as of a recent date by the appropriate 81

Governmental Authorities of each state (other than its state of incorporation or organization) in which such Credit Party is qualified to do business. ARTICLE VI NEGATIVE COVENANTS Each Credit Party hereby covenants and agrees that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until (a) the Commitments have terminated, (b) all Letters of Credit have expired or been surrendered to the Issuing Lender, (c) no Note remains outstanding and unpaid and (d) the Credit Party Obligations, together with interest, Commitment Fees and all other amounts owing to the Agent or any Lender hereunder, are paid in full, such Credit Party shall, and shall cause each of its Subsidiaries, to comply with the following covenants:

Governmental Authorities of each state (other than its state of incorporation or organization) in which such Credit Party is qualified to do business. ARTICLE VI NEGATIVE COVENANTS Each Credit Party hereby covenants and agrees that on the Closing Date, and thereafter for so long as this Credit Agreement is in effect and until (a) the Commitments have terminated, (b) all Letters of Credit have expired or been surrendered to the Issuing Lender, (c) no Note remains outstanding and unpaid and (d) the Credit Party Obligations, together with interest, Commitment Fees and all other amounts owing to the Agent or any Lender hereunder, are paid in full, such Credit Party shall, and shall cause each of its Subsidiaries, to comply with the following covenants: SECTION 6.1 INDEBTEDNESS. The Credit Parties will not contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Credit Agreement and the other Credit Documents; (b) Indebtedness existing as of the Closing Date as referenced in the financial statements referenced in Section 3.1(a) (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension; (c) Indebtedness incurred after the Closing Date consisting of Capital Leases or Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset, and renewals, refinancings or extensions thereof in a principal amount not in excess of the principal amount outstanding as of the date of any such renewal, refinancing or extension; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; and (ii) the total amount of all such Indebtedness shall not exceed $2,000,000 at any time outstanding; (d) Indebtedness and obligations owing under Hedging Agreements relating to the Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (e) Indebtedness and obligations of Credit Parties owing under documentary letters of credit for the purchase of goods or other merchandise (but not under standby, direct pay or other letters of credit except for the Letters of Credit hereunder) generally; 82 (f) unsecured Indebtedness owing by a Credit Party to another Credit Party; provided that any such Indebtedness shall be fully subordinated to the Credit Party Obligations pursuant to the terms of the Subordination Agreement; and (g) other unsecured Indebtedness of Credit Parties which does not exceed $2,500,000 in the aggregate at any time outstanding. SECTION 6.2 LIENS. The Credit Parties will not contract, create, incur, assume or permit to exist any Lien with respect to any of their respective property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except for Permitted Liens. Notwithstanding the foregoing, if a Credit Party shall grant a Lien on any of its assets in violation of this Section 6.2, then it shall be deemed to have simultaneously granted an equal and ratable Lien on any such assets in favor of the Administrative Agent for the benefit of the Lenders, to the extent such a Lien has not already been granted to the Administrative Agent. SECTION 6.3 GUARANTY OBLIGATIONS.

(f) unsecured Indebtedness owing by a Credit Party to another Credit Party; provided that any such Indebtedness shall be fully subordinated to the Credit Party Obligations pursuant to the terms of the Subordination Agreement; and (g) other unsecured Indebtedness of Credit Parties which does not exceed $2,500,000 in the aggregate at any time outstanding. SECTION 6.2 LIENS. The Credit Parties will not contract, create, incur, assume or permit to exist any Lien with respect to any of their respective property or assets of any kind (whether real or personal, tangible or intangible), whether now owned or hereafter acquired, except for Permitted Liens. Notwithstanding the foregoing, if a Credit Party shall grant a Lien on any of its assets in violation of this Section 6.2, then it shall be deemed to have simultaneously granted an equal and ratable Lien on any such assets in favor of the Administrative Agent for the benefit of the Lenders, to the extent such a Lien has not already been granted to the Administrative Agent. SECTION 6.3 GUARANTY OBLIGATIONS. The Credit Parties will not enter into or otherwise become or be liable in respect of any Guaranty Obligations (excluding specifically therefrom endorsements in the ordinary course of business of negotiable instruments for deposit or collection) other than (i) those in favor of the Lenders in connection herewith, (ii) guaranties given by the Borrower or any of its Subsidiaries or by the Borrower or any of its Subsidiaries in favor of the Borrower or any such Subsidiary in connection with obligations not constituting Indebtedness including real property leases and other contracts entered into in the ordinary course of business and (iii) Guaranty Obligations by the Credit Parties permitted under Section 6.1 (except, as regards Indebtedness under subsection (b) thereof, only if and to the extent such Indebtedness was guaranteed on the Closing Date). SECTION 6.4 NATURE OF BUSINESS. The Credit Parties will not alter the character of their business in any material respect from that conducted as of the Closing Date. SECTION 6.5 CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC. No Credit Party shall: (a) dissolve, liquidate or wind up its affairs, sell, transfer, lease or otherwise dispose of its property or assets or agree to do so at a future time except the following, without duplication, shall be expressly permitted: (i) Specified Sales; 83 (ii) the disposition of property or assets as a result of a Recovery Event to the extent the net proceeds therefrom are used to repay Loans pursuant to Section 2.8(b) or repair or replace damaged property or to purchase or otherwise acquire new assets or property, provided that such purchase or acquisition is consummated within 270 days of such receipt; (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (including the liquidation or consolidation of any Credit Party (other than the Borrower) into another Credit Party); (iv) the sale of the Television Stations WFXG-TV in Augusta, Georgia and WXTX-TV located in Columbus, Georgia; (v) the contribution of certain assets by the Television Station KIDK-TV in Idaho Falls, Idaho to a joint venture (or similar entity or arrangement) with the American Broadcasting Company, Inc. affiliate located in Idaho Falls, Idaho on terms acceptable to the Administrative Agent; provided that the Administrative Agent, on behalf of the Lenders, shall be granted a security interest in, or Lien on, the equity or contractual interests held by the Credit Parties in such joint venture (or similar entity or arrangement) on terms acceptable to the Administrative Agent;

(ii) the disposition of property or assets as a result of a Recovery Event to the extent the net proceeds therefrom are used to repay Loans pursuant to Section 2.8(b) or repair or replace damaged property or to purchase or otherwise acquire new assets or property, provided that such purchase or acquisition is consummated within 270 days of such receipt; (iii) the sale, lease or transfer of property or assets from a Credit Party to another Credit Party (including the liquidation or consolidation of any Credit Party (other than the Borrower) into another Credit Party); (iv) the sale of the Television Stations WFXG-TV in Augusta, Georgia and WXTX-TV located in Columbus, Georgia; (v) the contribution of certain assets by the Television Station KIDK-TV in Idaho Falls, Idaho to a joint venture (or similar entity or arrangement) with the American Broadcasting Company, Inc. affiliate located in Idaho Falls, Idaho on terms acceptable to the Administrative Agent; provided that the Administrative Agent, on behalf of the Lenders, shall be granted a security interest in, or Lien on, the equity or contractual interests held by the Credit Parties in such joint venture (or similar entity or arrangement) on terms acceptable to the Administrative Agent; and (vi) the sale of two (2) parcels of real property in Coos Bay, Oregon following the relocation of Station KCBY to its new studio; provided, that, (A) with respect to clauses (i) and (ii) above (other than Specified Sales consisting of trade-ins of vehicles or equipment), at least 75% of the consideration received therefor by the applicable Credit Party shall be in the form of cash or Cash Equivalents and (B) with respect to clause (iv) above, 100% of the consideration received therefor by the applicable Credit Party shall be in the form of cash or Cash Equivalents; or (b) purchase, lease or otherwise acquire (in a single transaction or a series of related transactions) the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials, property and equipment in the ordinary course of business, except as otherwise limited or prohibited herein), or enter into any transaction of merger or consolidation, except for (i) Investments or acquisitions permitted pursuant to Section 6.6, (ii) Permitted Acquisitions and (iii) the merger or consolidation of the Borrower or one of its Subsidiaries with and into a Credit Party; provided that if the Borrower is a party thereto, the Borrower will be the surviving corporation. 84 SECTION 6.6 ADVANCES, INVESTMENTS AND LOANS. The Credit Parties will not lend money or extend credit or make advances to any Person, or purchase or acquire any Capital Stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person except for Permitted Investments. SECTION 6.7 TRANSACTIONS WITH AFFILIATES; ALLOCATION OF OVERHEAD. (a) The Credit Parties will not enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm's-length transaction with a Person other than an officer, director, shareholder or Affiliate, except that any Credit Party may (i) lease or continue to lease all or a portion of Fisher Plaza from Fisher Media Services Company so long as (A) the rent and other fees and expenses due and payable pursuant to such lease during 2002 and 2003 comply with the terms of Section 5.17 and (B) the rent and other fees and expenses due and payable pursuant to such lease after 2003 do not exceed the Fair Market Rental Rate for such portion of Fisher Plaza; (ii) continue to provide technology services to Affiliates on a direct-cost basis; and (iii) in addition to those transactions permitted under clauses (i) and (ii), enter into other transactions with Affiliates which are not arms' length transactions so long as the value of such transactions does not exceed $250,000 in any calendar year. (b) The Parent and the Credit Parties will not modify in any material respect the allocation of overhead between or among the Parent and its Subsidiaries (other than the Credit Parties) and the Borrower and its Subsidiaries from the manner in which such overhead is allocated as of the Closing Date.

SECTION 6.6 ADVANCES, INVESTMENTS AND LOANS. The Credit Parties will not lend money or extend credit or make advances to any Person, or purchase or acquire any Capital Stock, obligations or securities of, or any other interest in, or make any capital contribution to, any Person except for Permitted Investments. SECTION 6.7 TRANSACTIONS WITH AFFILIATES; ALLOCATION OF OVERHEAD. (a) The Credit Parties will not enter into any transaction or series of transactions, whether or not in the ordinary course of business, with any officer, director, shareholder or Affiliate other than on terms and conditions substantially as favorable as would be obtainable in a comparable arm's-length transaction with a Person other than an officer, director, shareholder or Affiliate, except that any Credit Party may (i) lease or continue to lease all or a portion of Fisher Plaza from Fisher Media Services Company so long as (A) the rent and other fees and expenses due and payable pursuant to such lease during 2002 and 2003 comply with the terms of Section 5.17 and (B) the rent and other fees and expenses due and payable pursuant to such lease after 2003 do not exceed the Fair Market Rental Rate for such portion of Fisher Plaza; (ii) continue to provide technology services to Affiliates on a direct-cost basis; and (iii) in addition to those transactions permitted under clauses (i) and (ii), enter into other transactions with Affiliates which are not arms' length transactions so long as the value of such transactions does not exceed $250,000 in any calendar year. (b) The Parent and the Credit Parties will not modify in any material respect the allocation of overhead between or among the Parent and its Subsidiaries (other than the Credit Parties) and the Borrower and its Subsidiaries from the manner in which such overhead is allocated as of the Closing Date. SECTION 6.8 OWNERSHIP OF SUBSIDIARIES; RESTRICTIONS. The Credit Parties will not create, form or acquire any Subsidiaries, except for Domestic Subsidiaries which are joined as Additional Credit Parties in accordance with the terms hereof. The Credit Parties will not sell, transfer, pledge or otherwise dispose of any Capital Stock or other equity interests in any of its Subsidiaries, nor will they permit any of their Subsidiaries to issue, sell, transfer, pledge or otherwise dispose of any of their Capital Stock or other equity interests, except in a transaction permitted by Section 6.5(a). SECTION 6.9 FISCAL YEAR; ORGANIZATIONAL DOCUMENTS; MATERIAL CONTRACTS. The Borrower will not, nor will it permit any of its Subsidiaries to, change its fiscal year. None of the Credit Parties will amend, modify or change its articles of incorporation (or corporate charter or other similar organizational document) or bylaws (or other similar document) or operating agreement in any respect adverse to the Lenders without the prior written consent of the Required Lenders. None of the Credit Parties will, without the prior written consent of the Administrative Agent, amend, modify, cancel or terminate or fail to renew or 85

extend or permit the amendment, modification, cancellation or termination of any of the Material Contracts, except in the event that such amendments, modifications, cancellations or terminations could not reasonably be expected to have a Material Adverse Effect. SECTION 6.10 LIMITATION ON RESTRICTED ACTIONS. The Credit Parties will not, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the

extend or permit the amendment, modification, cancellation or termination of any of the Material Contracts, except in the event that such amendments, modifications, cancellations or terminations could not reasonably be expected to have a Material Adverse Effect. SECTION 6.10 LIMITATION ON RESTRICTED ACTIONS. The Credit Parties will not, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any such Person to (a) pay dividends or make any other distributions to any Credit Party on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, (b) pay any Indebtedness or other obligation owed to any Credit Party, (c) make loans or advances to any Credit Party, (d) sell, lease or transfer any of its properties or assets to any Credit Party, or (e) act as a Guarantor and pledge its assets pursuant to the Credit Documents or any renewals, refinancings, exchanges, refundings or extension thereof, except (in respect of any of the matters referred to in clauses (a)-(d) above) for such encumbrances or restrictions existing under or by reason of (i) this Credit Agreement and the other Credit Documents, (ii) applicable law, (iii) any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith or (iv) any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien. SECTION 6.11 RESTRICTED PAYMENTS. The Credit Parties will not, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment, except (a) to make dividends payable solely in the same class of Capital Stock of such Person, (b) to make dividends or other distributions payable to the Borrower (directly or indirectly through its Subsidiaries), and (c) to make cash dividends or other distributions so long as the Leverage Ratio (as set forth in the most recent officer's certificate delivered pursuant to Section 5.2(b)) is less than or equal to 3.50 to 1.0 both before and after giving pro forma effect thereto and no Default or Event of Default shall have occurred and be continuing both before and after giving pro forma effect thereto; provided that the Borrower may make a cash dividend payment to the Parent on or immediately after the Closing Date without complying with the requirements set forth in this subsection (c) so long as (i) such dividend payment does not exceed $127,573,101.63 and (ii) the proceeds of such dividend payment are used by the Parent to repay or refinance existing Indebtedness. SECTION 6.12 PREPAYMENTS OF INDEBTEDNESS, ETC. The Credit Parties will not, after the issuance thereof, amend or modify (or permit the amendment or modification of) any of the terms of any Indebtedness if such amendment or modification would add or change any terms in a manner adverse to the issuer of such Indebtedness or to the Lenders, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof. 86 SECTION 6.13 SALE LEASEBACKS. The Credit Parties will not, directly or indirectly, become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (a) which any Credit Party has sold or transferred or is to sell or transfer to a Person which is not another Credit Party or (b) which any Credit Party intends to use for substantially the same purpose as any other property which has been sold or is to be sold or transferred by such Credit Party to another Person which is not another Credit Party in connection with such lease. SECTION 6.14 NO FURTHER NEGATIVE PLEDGES. The Credit Parties will not enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents and (b) pursuant to any document

SECTION 6.13 SALE LEASEBACKS. The Credit Parties will not, directly or indirectly, become or remain liable as lessee or as guarantor or other surety with respect to any lease, whether an operating lease or a Capital Lease, of any property (whether real, personal or mixed), whether now owned or hereafter acquired, (a) which any Credit Party has sold or transferred or is to sell or transfer to a Person which is not another Credit Party or (b) which any Credit Party intends to use for substantially the same purpose as any other property which has been sold or is to be sold or transferred by such Credit Party to another Person which is not another Credit Party in connection with such lease. SECTION 6.14 NO FURTHER NEGATIVE PLEDGES. The Credit Parties will not enter into, assume or become subject to any agreement prohibiting or otherwise restricting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired, or requiring the grant of any security for such obligation if security is given for some other obligation, except (a) pursuant to this Credit Agreement and the other Credit Documents and (b) pursuant to any document or instrument governing Indebtedness incurred pursuant to Section 6.1(c), provided that any such restriction contained therein relates only to the asset or assets constructed or acquired in connection therewith and (c) in connection with any Permitted Lien or any document or instrument governing any Permitted Lien, provided that any such restriction contained therein relates only to the asset or assets subject to such Permitted Lien. SECTION 6.15 FCC LICENSES. On or after the 90/th/ day following the Closing Date, the Borrower shall not directly own or hold any FCC License. SECTION 6.16 ACTIVITIES OF THE PARENT. The Parent shall not (a) hold or incur any Indebtedness (other than Permitted Parent Debt), (b) grant any Liens (other than Permitted Parent Liens) upon any of its properties or assets or (c) engage in any operations, business or activity other than (i) holding the Capital Stock of its Subsidiaries, (ii) issuing its Capital Stock and making dividends and other distributions on its Capital Stock, and (iii) administrative activities in the ordinary course of business. 87

ARTICLE VII EVENTS OF DEFAULT SECTION 7.1 EVENTS OF DEFAULT. An Event of Default shall exist upon the occurrence of any of the following specified events (each an "Event of Default"): (a) Payment Default. The Borrower shall fail to pay any principal on any Loan or Note when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms thereof or hereof; or the Borrower shall fail to reimburse the Issuing Lender for any LOC Obligations when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Note or any fee or other amount payable hereunder when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms thereof or hereof and such failure shall continue unremedied for three (3) Business Days (or any Guarantor shall fail to pay on the Guaranty in respect of any of the foregoing or in respect of any other Guaranty Obligations thereunder). (b) Misrepresentation. Any representation or warranty made or deemed made herein, in the Security Documents or in any of the other Credit Documents or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Credit Agreement shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made.

ARTICLE VII EVENTS OF DEFAULT SECTION 7.1 EVENTS OF DEFAULT. An Event of Default shall exist upon the occurrence of any of the following specified events (each an "Event of Default"): (a) Payment Default. The Borrower shall fail to pay any principal on any Loan or Note when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms thereof or hereof; or the Borrower shall fail to reimburse the Issuing Lender for any LOC Obligations when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms hereof; or the Borrower shall fail to pay any interest on any Loan or Note or any fee or other amount payable hereunder when due (whether at maturity, by reason of acceleration or otherwise) in accordance with the terms thereof or hereof and such failure shall continue unremedied for three (3) Business Days (or any Guarantor shall fail to pay on the Guaranty in respect of any of the foregoing or in respect of any other Guaranty Obligations thereunder). (b) Misrepresentation. Any representation or warranty made or deemed made herein, in the Security Documents or in any of the other Credit Documents or which is contained in any certificate, document or financial or other statement furnished at any time under or in connection with this Credit Agreement shall prove to have been incorrect, false or misleading in any material respect on or as of the date made or deemed made. (c) Covenant Default. (i) Any Credit Party shall fail to perform, comply with or observe any term, covenant or agreement applicable to it contained in Sections 5.1, 5.2, 5.4, 5.7, 5.9, 5.11, 5.13 or Article VI hereof; (ii) the Parent shall violate the terms of Sections 6.7(b) or 6.16, or (iii) any Credit Party shall fail to comply with any other covenant, contained in this Credit Agreement or the other Credit Documents or any other agreement, document or instrument among any Credit Party, the Administrative Agent and the Lenders or executed by any Credit Party in favor of the Administrative Agent or the Lenders (other than as described in Sections 7.1(a) or 7.1(c)(i) and (ii) above), and such breach or failure to comply is not cured within thirty (30) days of its occurrence, or if such breach is curable but cannot be cured within thirty (30) days, then the Borrower has commenced to cure the breach within thirty (30) days, diligently pursues such cure thereafter and completes such cure within sixty (60) days. (d) Debt Cross-Default. Any Credit Party shall (i) default in any payment of principal of or interest on any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $1,000,000 for the Borrower and any of its Subsidiaries in the aggregate beyond any applicable grace period (not to exceed 30 days), if any, provided in the instrument or agreement under 88

which such Indebtedness was created; or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $1,000,000 in the aggregate for the Borrower and its Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity. (e) Other Cross-Defaults. The Borrower or any of its Subsidiaries shall default in (i) the payment when due under any Material Contract or (ii) in the performance or observance of any obligation or condition of any Material Contract and such failure to perform or observe such other obligation or condition continues unremedied for a period of thirty (30) days after notice of, or knowledge of the Borrower or any of its Subsidiaries of, the occurrence of such default unless, but only as long as, the existence of any such default is being contested by the Borrower or such Subsidiary in good faith by appropriate proceedings and adequate reserves in respect thereof

which such Indebtedness was created; or (ii) default in the observance or performance of any other agreement or condition relating to any Indebtedness (other than the Loans, Reimbursement Obligations and the Guaranty) in a principal amount outstanding of at least $1,000,000 in the aggregate for the Borrower and its Subsidiaries or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated maturity. (e) Other Cross-Defaults. The Borrower or any of its Subsidiaries shall default in (i) the payment when due under any Material Contract or (ii) in the performance or observance of any obligation or condition of any Material Contract and such failure to perform or observe such other obligation or condition continues unremedied for a period of thirty (30) days after notice of, or knowledge of the Borrower or any of its Subsidiaries of, the occurrence of such default unless, but only as long as, the existence of any such default is being contested by the Borrower or such Subsidiary in good faith by appropriate proceedings and adequate reserves in respect thereof have been established on the books of the Borrower or such Subsidiary to the extent required by GAAP. (f) Bankruptcy Default. (i) The Parent, the Borrower or any of the Borrower's Subsidiaries shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to have it judged bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower or any of its Subsidiaries shall make a general assignment for the benefit of its creditors; or (ii) there shall be commenced against the Parent, the Borrower or any of the Borrower's Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days; or (iii) there shall be commenced against the Parent, the Borrower or any of the Borrower's Subsidiaries any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) the Parent, the Borrower or any of the Borrower's Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii) or (iii) above; (v) the Parent shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they become due; or (vi) the Borrower and its Subsidiaries on a 89

consolidated basis shall generally not, or shall be unable to, or shall admit in writing their inability to, pay their debts as they become due. (g) Judgment Default. One or more judgments, orders, decrees or arbitration awards shall be entered against the Borrower or any of its Subsidiaries involving in the aggregate a liability (to the extent not paid when due or covered by insurance) of $500,000 or more and all such judgments, orders, decrees or arbitration awards shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof. (h) ERISA Default. (i) Any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of the Borrower, any of its Subsidiaries or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a Trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower,

consolidated basis shall generally not, or shall be unable to, or shall admit in writing their inability to, pay their debts as they become due. (g) Judgment Default. One or more judgments, orders, decrees or arbitration awards shall be entered against the Borrower or any of its Subsidiaries involving in the aggregate a liability (to the extent not paid when due or covered by insurance) of $500,000 or more and all such judgments, orders, decrees or arbitration awards shall not have been paid and satisfied, vacated, discharged, stayed or bonded pending appeal within 30 days from the entry thereof. (h) ERISA Default. (i) Any Person shall engage in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) any "accumulated funding deficiency" (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan (other than a Permitted Lien) shall arise on the assets of the Borrower, any of its Subsidiaries or any Commonly Controlled Entity, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a Trustee is, in the reasonable opinion of the Required Lenders, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the Borrower, any of its Subsidiaries or any Commonly Controlled Entity shall, or in the reasonable opinion of the Required Lenders is likely to, incur any liability in connection with a withdrawal from, or the Insolvency or Reorganization of, any Multiemployer Plan or (vi) any other similar event or condition shall occur or exist with respect to a Plan; and in each case in clauses (i) through (vi) above, such event or condition, together with all other such events or conditions, if any, is reasonably likely to have a Material Adverse Effect. (i) Change of Control. A Change of Control shall have occurred. (j) Failure of Credit Documents. This Credit Agreement (including the Guaranty) or any other Credit Document or any provision hereof or thereof shall cease to be in full force and effect or to give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby, or any Credit Party or any Person acting by or on behalf of any Credit Party shall deny or disaffirm such Person's obligations under this Credit Agreement or any other Credit Document. (k) Hedging Agreement. Any termination payment shall be due by a Credit Party under any Hedging Agreement and such amount is not paid within the later to occur of five (5) Business Days after the due date thereof or the expiration of grace periods, if any, in such Hedging Agreement. 90 (l) Loss of License or Consent. Any Material FCC License or Material PUC Authorization of the Borrower or any of its Subsidiaries shall be revoked, suspended, canceled, otherwise terminated or fail to be renewed. (m) Interruption of Network Programs. Any refusal or failure by any Network under any Affiliation Agreement or its affiliates to offer or deliver to the Borrower or any of its Subsidiaries network programs, or any interruption in the delivery of such network programs, as the result of any default by the Borrower or any of its Subsidiaries under the Affiliation Agreement; and any termination or failure to renew (together with the failure by the Network to provide service in accordance with such terminated or expired Affiliation Agreement), or any failure or refusal by the Network to provide service under, the Affiliation Agreement or any successor agreement, if such agreement is not replaced within 60 days of such termination or expiration by a new affiliation agreement with another Network reasonably acceptable to the Required Lenders or service is not resumed within 60 days, as applicable. (n) Interruption of Broadcasting. Any Station shall cease broadcasting for a period of 30 days or more, except to the extent the earnings from such Station are adequately covered by business interruption insurance during such period or if other television stations or radio stations, as applicable, operating in the same market as such Station shall also have ceased to broadcast during such period. SECTION 7.2 ACCELERATION; REMEDIES.

(l) Loss of License or Consent. Any Material FCC License or Material PUC Authorization of the Borrower or any of its Subsidiaries shall be revoked, suspended, canceled, otherwise terminated or fail to be renewed. (m) Interruption of Network Programs. Any refusal or failure by any Network under any Affiliation Agreement or its affiliates to offer or deliver to the Borrower or any of its Subsidiaries network programs, or any interruption in the delivery of such network programs, as the result of any default by the Borrower or any of its Subsidiaries under the Affiliation Agreement; and any termination or failure to renew (together with the failure by the Network to provide service in accordance with such terminated or expired Affiliation Agreement), or any failure or refusal by the Network to provide service under, the Affiliation Agreement or any successor agreement, if such agreement is not replaced within 60 days of such termination or expiration by a new affiliation agreement with another Network reasonably acceptable to the Required Lenders or service is not resumed within 60 days, as applicable. (n) Interruption of Broadcasting. Any Station shall cease broadcasting for a period of 30 days or more, except to the extent the earnings from such Station are adequately covered by business interruption insurance during such period or if other television stations or radio stations, as applicable, operating in the same market as such Station shall also have ceased to broadcast during such period. SECTION 7.2 ACCELERATION; REMEDIES. Upon the occurrence and during the continuation of an Event of Default, then, and in any such event, (a) if such event is an Event of Default specified in Section 7.1(f) above, (i) automatically the Commitments shall immediately terminate and the Loans (with accrued interest thereon), and all other amounts under the Credit Documents (including without limitation the maximum amount of all contingent liabilities under Letters of Credit) shall immediately become due and payable, and the Borrower shall immediately pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding Letters of Credit in an amount equal to the maximum amount which may be drawn under Letters of Credit then outstanding and (ii) the Administrative Agent may exercise on behalf of the Lenders all of its other rights and remedies under this Credit Agreement, the other Credit Documents and applicable law, (b) if such event is any other Event of Default, subject to the terms of Section 8.5, with the written consent of the Required Lenders, the Administrative Agent may, or upon the written request of the Required Lenders, the Administrative Agent shall, take any or all of the following actions: (i) by notice to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; (ii) by notice of default to the Borrower declare the Loans (with accrued interest thereon) and all other amounts owing under this Credit Agreement and the Notes to be due and payable forthwith and direct the Borrower to pay to the Administrative Agent cash collateral as security for the LOC Obligations for subsequent drawings under then outstanding Letters of Credit in an amount equal to the maximum amount of which may be drawn under Letters of Credit then outstanding, whereupon the same shall immediately become due and payable; and/or (iii) exercise on behalf of the 91

Lenders all of its other rights and remedies under this Credit Agreement, the other Credit Documents and applicable law, and (c) the Administrative Agent shall have the right to hire, at the expense of the Credit Parties, one or more consultants and the Credit Parties agree to cooperate with such consultants. Except as expressly provided above in this Section 7.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Credit Parties. ARTICLE VIII THE ADMINISTRATIVE AGENT SECTION 8.1 APPOINTMENT. Each Lender hereby irrevocably designates and appoints First Union as the Administrative Agent of such Lender under this Credit Agreement, and each such Lender irrevocably authorizes First Union, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Credit Agreement, together with such other powers as are reasonably incidental thereto.

Lenders all of its other rights and remedies under this Credit Agreement, the other Credit Documents and applicable law, and (c) the Administrative Agent shall have the right to hire, at the expense of the Credit Parties, one or more consultants and the Credit Parties agree to cooperate with such consultants. Except as expressly provided above in this Section 7.2, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Credit Parties. ARTICLE VIII THE ADMINISTRATIVE AGENT SECTION 8.1 APPOINTMENT. Each Lender hereby irrevocably designates and appoints First Union as the Administrative Agent of such Lender under this Credit Agreement, and each such Lender irrevocably authorizes First Union, as the Administrative Agent for such Lender, to take such action on its behalf under the provisions of this Credit Agreement and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Credit Agreement, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in this Credit Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or otherwise exist against the Administrative Agent. SECTION 8.2 DELEGATION OF DUTIES. The Administrative Agent may execute any of its duties under this Credit Agreement by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Without limiting the foregoing, the Administrative Agent may appoint one of its affiliates as its agent to perform the functions of the Administrative Agent hereunder relating to the advancing of funds to the Borrower and distribution of funds to the Lenders and to perform such other related functions of the Administrative Agent hereunder as are reasonably incidental to such functions. SECTION 8.3 EXCULPATORY PROVISIONS. Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact, Subsidiaries or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Credit Agreement (except for its or such Person's own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Credit Party or any officer thereof contained in this Credit Agreement or in any certificate, 92

report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Credit Documents or for any failure of any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance by any Credit Party of any of the agreements contained in, or conditions of, this Credit Agreement, or to inspect the properties, books or records of any Credit Party. SECTION 8.4 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Credit Parties), independent accountants and other experts

report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Credit Agreement or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of any of the Credit Documents or for any failure of any Credit Party to perform its obligations hereunder or thereunder. The Administrative Agent shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance by any Credit Party of any of the agreements contained in, or conditions of, this Credit Agreement, or to inspect the properties, books or records of any Credit Party. SECTION 8.4 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype message, statement, order or other document or conversation believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to the Credit Parties), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes unless an executed Commitment Transfer Supplement has been filed with the Administrative Agent pursuant to Section 9.6(c) with respect to the Loans evidenced by such Note. The Administrative Agent shall be fully justified in failing or refusing to take any action under this Credit Agreement unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under any of the Credit Documents in accordance with a request of the Required Lenders or all of the Lenders, as may be required under this Credit Agreement, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Notes. SECTION 8.5 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the Borrower referring to this Credit Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders; provided, however, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders except to the extent that this Credit Agreement expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Required Lenders, or all of the Lenders, as the case may be. 93 SECTION 8.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower or any other Credit Party and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems

SECTION 8.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS. Each Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representation or warranty to it and that no act by the Administrative Agent hereinafter taken, including any review of the affairs of any Credit Party, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Borrower or any other Credit Party and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Borrower and the other Credit Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of the Borrower or any other Credit Party which may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates. SECTION 8.7 INDEMNIFICATION. The Lenders agree to indemnify the Agent in its capacity hereunder (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Commitment Percentages in effect on the date on which indemnification is sought under this Section, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including, without limitation, at any time following the payment of the Notes or any Reimbursement Obligation) be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of any Credit Document or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Agent under or in connection with any of the foregoing; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the Agent's gross negligence or willful misconduct, as determined by a court of competent jurisdiction. The agreements in this Section 8.7 shall survive the termination of this Credit Agreement and payment of the Notes, any Reimbursement Obligation and all other amounts payable hereunder. 94 SECTION 8.8 THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and the other Credit Parties as though the Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans made or renewed by it and any Note issued to it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall include the Administrative Agent in its individual capacity. SECTION 8.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign as Administrative Agent upon 30 days' prior written notice to the Borrower and the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Credit Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor agent shall be approved by the Borrower (such approval not to be unreasonably withheld) so long as no Default or Event of Default has occurred and is continuing,

SECTION 8.8 THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. The Administrative Agent and its affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and the other Credit Parties as though the Administrative Agent were not the Administrative Agent hereunder. With respect to the Loans made or renewed by it and any Note issued to it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms "Lender" and "Lenders" shall include the Administrative Agent in its individual capacity. SECTION 8.9 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign as Administrative Agent upon 30 days' prior written notice to the Borrower and the Lenders. If the Administrative Agent shall resign as Administrative Agent under this Credit Agreement and the other Credit Documents, then the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, which successor agent shall be approved by the Borrower (such approval not to be unreasonably withheld) so long as no Default or Event of Default has occurred and is continuing, whereupon such successor administrative agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term "Administrative Agent" shall mean such successor administrative agent effective upon such appointment and approval, and the former Administrative Agent's rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Credit Agreement or any holders of the Notes. If no successor Administrative Agent has accepted appointment as Administrative Agent within thirty (30) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent shall have the right, on behalf of the Lenders, to appoint a successor administrative agent, which successor shall be approved by the Borrower (such approval not to be unreasonably withheld) so long as no Default or Event of Default has occurred and is continuing, provided that such successor administrative agent has minimum capital and surplus of at least $500,000,000. If no successor administrative agent has accepted appointment as Administrative Agent within sixty (60) days after the retiring Administrative Agent's giving notice of resignation, the retiring Administrative Agent's resignation shall nevertheless become effective and the Lenders shall perform all duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor administrative agent as provided for above. After any retiring Administrative Agent's resignation as Administrative Agent, the indemnification provisions of this Credit Agreement and the other Credit Documents and the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Credit Agreement. SECTION 8.10 OTHER AGENTS. Each of the Co-Syndication Agents and the Documentation Agent shall have no duties or obligations, and thus no liabilities, in its capacity as a Co-Syndication Agent or the 95

Documentation Agent, as applicable, under this Credit Agreement and the other Credit Documents. ARTICLE IX MISCELLANEOUS SECTION 9.1 AMENDMENTS, WAIVERS AND RELEASE OF COLLATERAL. Neither this Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section nor may the Borrower or any Guarantor be released except in accordance with the provisions of this Section 9.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive, on such terms

Documentation Agent, as applicable, under this Credit Agreement and the other Credit Documents. ARTICLE IX MISCELLANEOUS SECTION 9.1 AMENDMENTS, WAIVERS AND RELEASE OF COLLATERAL. Neither this Credit Agreement, nor any of the Notes, nor any of the other Credit Documents, nor any terms hereof or thereof may be amended, supplemented, waived or modified except in accordance with the provisions of this Section nor may the Borrower or any Guarantor be released except in accordance with the provisions of this Section 9.1. The Required Lenders may, or, with the written consent of the Required Lenders, the Administrative Agent may, from time to time, (a) enter into with the Borrower or any other Credit Party written amendments, supplements or modifications hereto and to the other Credit Documents for the purpose of adding any provisions to this Credit Agreement or the other Credit Documents or changing in any manner the rights of the Lenders or of the Borrower or any other Credit Party hereunder or thereunder or (b) waive, on such terms and conditions as the Required Lenders may specify in such instrument, any of the requirements of this Credit Agreement or the other Credit Documents or any Default or Event of Default and its consequences; provided, however, that no such waiver and no such amendment, waiver, supplement, modification or release shall: (i) reduce the amount or extend the scheduled date of maturity of any Loan or Note or any installment thereon, or reduce the stated rate of any interest or fee payable hereunder (other than any decision to charge or not charge any default rate of interest pursuant to Section 2.10) or extend the scheduled date of any payment thereof or increase the amount or extend the expiration date of any Lender's Commitment, in each case without the written consent of each Lender directly affected thereby, or (ii) amend, modify or waive any provision of this Section 9.1 or reduce the percentage specified in the definition of Required Lenders, without the written consent of all the Lenders, or (iii) amend, modify or waive any right or duty of the Administrative Agent (including, without limitation, any provision of Article VIII) or the Issuing Lender under any Credit Document without the written consent of the then Administrative Agent or the Issuing Lenders, as applicable, or (iv) release the Borrower or any material Guarantor from their obligations hereunder or under the Guaranty, without the written consent of all of the Lenders, or 96

(v) release any material portion of the Collateral without the written consent of all of the Lenders, or (vi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such

(v) release any material portion of the Collateral without the written consent of all of the Lenders, or (vi) subordinate the Loans to any other Indebtedness without the written consent of all of the Lenders; or (vii) permit the Borrower to assign or transfer any of its rights or obligations under this Credit Agreement or other Credit Documents. Any such waiver, any such amendment, supplement or modification and any such release shall apply equally to each of the Lenders and shall be binding upon the Borrower, the other Credit Parties, the Lenders, the Administrative Agent and all future holders of the Notes. In the case of any waiver, the Borrower, the other Credit Parties, the Lenders and the Administrative Agent shall be restored to their former position and rights hereunder and under the outstanding Loans and Notes and other Credit Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon. Notwithstanding any of the foregoing to the contrary, the consent of the Borrower shall not be required for any amendment, modification or waiver of the provisions of Article VIII (other than the provisions of Section 8.9); provided, however, that the Administrative Agent will provide written notice to the Borrower of any such amendment, modification or waiver. In addition, the Borrower and the Lenders hereby authorize the Administrative Agent to modify this Credit Agreement by unilaterally amending or supplementing Schedule 2.1(a) from time to time in the manner requested by the Borrower, the Administrative Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder; provided, however, that the Administrative Agent shall promptly deliver a copy of any such modification to the Borrower and each Lender. Notwithstanding the fact that the consent of all the Lenders is required in certain circumstances as set forth above, (x) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the unanimous consent provisions set forth herein and (y) the Required Lenders may consent to allow a Credit Party to use cash collateral in the context of a bankruptcy or insolvency proceeding. SECTION 9.2 NOTICES. Except as otherwise provided in Article II, all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by telecopy), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) when delivered by hand, (b) when transmitted via telecopy (or other facsimile device) to the number set out herein, (c) the day following the day on which the same has been delivered prepaid to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid, in 97 each case, addressed as follows in the case of the Borrower, the other Credit Parties and the Administrative Agent, and as set forth on Schedule 9.2 in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Notes:
The Borrower and the other Credit Parties:

Fisher Broadcasting Company 600 University Street, Suite 1525 Seattle, Washington 98101-3185 Attention: Telecopier: Telephone: David D. Hillard Assistant Secretary 206-404-6769 206-404-6780

with a copy to:

Graham & Dunn PC 1420 Fifth Avenue, 33(rd) Floor Seattle, Washington 98101 Attention: Mark A. Finkelstein

each case, addressed as follows in the case of the Borrower, the other Credit Parties and the Administrative Agent, and as set forth on Schedule 9.2 in the case of the Lenders, or to such other address as may be hereafter notified by the respective parties hereto and any future holders of the Notes:
The Borrower and the other Credit Parties:

Fisher Broadcasting Company 600 University Street, Suite 1525 Seattle, Washington 98101-3185 Attention: Telecopier: Telephone: David D. Hillard Assistant Secretary 206-404-6769 206-404-6780

with a copy to:

Graham & Dunn PC 1420 Fifth Avenue, 33(rd) Floor Seattle, Washington 98101 Attention: Mark A. Finkelstein Telecopier: 206-340-9599 Telephone: 206-340-9611

The Administrative Agent:

First Union National Bank 201 South College Street NC0680/CP23 Charlotte, North Carolina

28288-0608

Attention: Syndication Agency Services Telecopier: 704-383-0288 Telephone: 704-374-2698 with a copy to: First Union National Bank One First Union Center, DC-5 Charlotte, North Carolina 28288-0760 Attention: Larry Sullivan Telecopier: 704-374-4793 Telephone: 704-715-1794

provided, that notices given by the Borrower pursuant to Section 2.1 or Section 2.11 hereof shall be effective only upon receipt thereof by the Administrative Agent. 98 SECTION 9.3 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. SECTION 9.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Credit Agreement and the Notes and the making of the Loans, provided that all such representations and warranties shall terminate on the date upon which the Commitments have been terminated and all amounts owing hereunder and under any Notes have been paid in full. SECTION 9.5 PAYMENT OF EXPENSES AND TAXES. The Borrower agrees (a) to pay or reimburse each of the Administrative Agent, Bank of America and the

SECTION 9.3 NO WAIVER; CUMULATIVE REMEDIES. No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. SECTION 9.4 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Credit Agreement and the Notes and the making of the Loans, provided that all such representations and warranties shall terminate on the date upon which the Commitments have been terminated and all amounts owing hereunder and under any Notes have been paid in full. SECTION 9.5 PAYMENT OF EXPENSES AND TAXES. The Borrower agrees (a) to pay or reimburse each of the Administrative Agent, Bank of America and the Arrangers for all reasonable out-of-pocket costs and expenses incurred in connection with the development, preparation, negotiation, printing and execution of, and any amendment, supplement or modification to, this Credit Agreement and the other Credit Documents and any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions contemplated hereby and thereby, together with the reasonable fees and disbursements of counsel to each of the Administrative Agent, Bank of America and the Arrangers, (b) to pay or reimburse each of the Lenders and the Administrative Agent for all its reasonable costs and expenses incurred in connection with the enforcement or preservation of any rights under this Credit Agreement, the Notes and any such other documents, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent and to the Lenders (including reasonable allocated costs of in-house legal counsel) and the reasonable fees and disbursements of any consultant hired by the Administrative Agent pursuant to Section 7.2(c), and (c) on demand, to pay, indemnify, and hold each of the Lenders, the Administrative Agent and the Arrangers harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from any delay in paying stamp, excise and other similar taxes, if any, which may be payable or determined to be payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, the Credit Documents and any such other documents, and (d) to pay, indemnify, and hold each Lender, the Administrative Agent, the Arrangers and their respective Affiliates harmless from and against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of the Credit Documents and any such other 99 documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the "indemnified liabilities"); provided, however, that the Borrower shall not have any obligation hereunder to a Lender, the Administrative Agent, an Arranger, or any of their respective Affiliates to the extent such indemnified liabilities arise from the gross negligence or willful misconduct of such Lender, the Administrative Agent, such Arranger or such Affiliate, as applicable, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder. SECTION 9.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING LENDERS. (a) This Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the prior written consent of each Lender.

documents and the use, or proposed use, of proceeds of the Loans (all of the foregoing, collectively, the "indemnified liabilities"); provided, however, that the Borrower shall not have any obligation hereunder to a Lender, the Administrative Agent, an Arranger, or any of their respective Affiliates to the extent such indemnified liabilities arise from the gross negligence or willful misconduct of such Lender, the Administrative Agent, such Arranger or such Affiliate, as applicable, as determined by a court of competent jurisdiction pursuant to a final non-appealable judgment. The agreements in this Section 9.5 shall survive repayment of the Loans, Notes and all other amounts payable hereunder. SECTION 9.6 SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING LENDERS. (a) This Credit Agreement shall be binding upon and inure to the benefit of the Borrower, the Lenders, the Administrative Agent, all future holders of the Notes and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Credit Agreement or the other Credit Documents without the prior written consent of each Lender. (b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more banks or other entities ("Participants") participating interests in any Loan owing to such Lender, any Note held by such Lender, any Commitment of such Lender, or any other interest of such Lender hereunder, in each case in minimum amounts of $1,000,000 (or, if less, the entire amount of such Lender's Obligations, Commitments or other interests). In the event of any such sale by a Lender of participating interests to a Participant, such Lender's obligations under this Credit Agreement to the other parties to this Credit Agreement shall remain unchanged, such Lender shall remain solely responsible for the performance thereof, such Lender shall remain the holder of any such Note for all purposes under this Credit Agreement, and the Borrower and the Administrative Agent shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Credit Agreement. No Lender shall transfer or grant any participation under which the Participant shall have rights to approve any amendment to or waiver of this Credit Agreement or any other Credit Document except to the extent such amendment or waiver would (i) extend the scheduled maturity of any Loan or Note or any installment thereon in which such Participant is participating, or reduce the stated rate or extend the time of payment of interest or fees thereon (except in connection with a waiver of interest at the increased post-default rate) or reduce the principal amount thereof, or increase the amount of the Participant's participation over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default shall not constitute a change in the terms of such participation, and that an increase in any Commitment or Loan shall be permitted without consent of a Participant if such Participant's participation is not increased as a result thereof), (ii) release any material Guarantor from its obligations under the Guaranty, (iii) release any material portion of the Collateral, or (iv) consent to the assignment or transfer by the Borrower of any of its rights and obligations under this Credit Agreement. In the case of any such participation, the Participant shall not have any rights under this Credit 100 Agreement or any of the other Credit Documents (the Participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, provided that each Participant shall be entitled to the benefits of Sections 2.17, 2.18, 2.19, 2.20 and 9.5 with respect to its participation in the Commitments and the Loans outstanding from time to time; provided, that the Participants of any Lender, in the aggregate, shall not be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time, sell or assign to any Lender or any affiliate thereof and with the consent of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower (in each case, which consent shall not be unreasonably withheld), to one or more additional banks, insurance companies or other financial institutions or any funds investing in bank loans ("Purchasing Lenders"), all or any part of its rights and obligations under this Credit Agreement and the Notes in minimum amounts of $1,000,000 (or, if less, the entire amount of such Lender's Obligations), pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender and such transferor Lender (and, in the case of a Purchasing Lender that is not then a Lender

Agreement or any of the other Credit Documents (the Participant's rights against such Lender in respect of such participation to be those set forth in the agreement executed by such Lender in favor of the Participant relating thereto) and all amounts payable by the Borrower hereunder shall be determined as if such Lender had not sold such participation, provided that each Participant shall be entitled to the benefits of Sections 2.17, 2.18, 2.19, 2.20 and 9.5 with respect to its participation in the Commitments and the Loans outstanding from time to time; provided, that the Participants of any Lender, in the aggregate, shall not be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred. (c) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time, sell or assign to any Lender or any affiliate thereof and with the consent of the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower (in each case, which consent shall not be unreasonably withheld), to one or more additional banks, insurance companies or other financial institutions or any funds investing in bank loans ("Purchasing Lenders"), all or any part of its rights and obligations under this Credit Agreement and the Notes in minimum amounts of $1,000,000 (or, if less, the entire amount of such Lender's Obligations), pursuant to a Commitment Transfer Supplement, executed by such Purchasing Lender and such transferor Lender (and, in the case of a Purchasing Lender that is not then a Lender or an affiliate thereof, the Administrative Agent and, so long as no Default or Event of Default has occurred and is continuing, the Borrower), and delivered to the Administrative Agent for its acceptance and recording in the Register; provided, however, that any sale or assignment to an existing Lender, an Affiliate of an existing Lender or an Approved Fund shall not require the consent of the Administrative Agent or the Borrower nor shall any such sale or assignment be subject to the minimum assignment amounts specified herein. Upon such execution, delivery, acceptance and recording, from and after the Transfer Effective Date specified in such Commitment Transfer Supplement, (x) the Purchasing Lender thereunder shall be a party hereto and, to the extent provided in such Commitment Transfer Supplement, have the rights and obligations of a Lender hereunder with a Commitment as set forth therein, and (y) the transferor Lender thereunder shall, to the extent provided in such Commitment Transfer Supplement, be released from its obligations under this Credit Agreement (and, in the case of a Commitment Transfer Supplement covering all or the remaining portion of a transferor Lender's rights and obligations under this Credit Agreement, such transferor Lender shall cease to be a party hereto). Such Commitment Transfer Supplement shall be deemed to amend this Credit Agreement to the extent, and only to the extent, necessary to reflect the addition of such Purchasing Lender and the resulting adjustment of Commitment Percentages arising from the purchase by such Purchasing Lender of all or a portion of the rights and obligations of such transferor Lender under this Credit Agreement and the Notes. On or prior to the Transfer Effective Date specified in such Commitment Transfer Supplement, the Borrower, at its own expense, shall execute and deliver to the Administrative Agent in exchange for the Notes delivered to 101

the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked "canceled". (d) The Administrative Agent shall maintain at its address referred to in Section 9.2 a copy of each Commitment Transfer Supplement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of a duly executed Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender (except for any assignment by a Lender to an Affiliate of such Lender), as agreed between them, of a registration and processing fee of $3,500 for each

the Administrative Agent pursuant to such Commitment Transfer Supplement new Notes to the order of such Purchasing Lender in an amount equal to the Commitment assumed by it pursuant to such Commitment Transfer Supplement and, unless the transferor Lender has not retained a Commitment hereunder, new Notes to the order of the transferor Lender in an amount equal to the Commitment retained by it hereunder. Such new Notes shall be dated the Closing Date and shall otherwise be in the form of the Notes replaced thereby. The Notes surrendered by the transferor Lender shall be returned by the Administrative Agent to the Borrower marked "canceled". (d) The Administrative Agent shall maintain at its address referred to in Section 9.2 a copy of each Commitment Transfer Supplement delivered to it and a register (the "Register") for the recordation of the names and addresses of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of manifest error, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register as the owner of the Loan recorded therein for all purposes of this Credit Agreement. The Register shall be available for inspection by the Borrower or any Lender at any reasonable time and from time to time upon reasonable prior notice. (e) Upon its receipt of a duly executed Commitment Transfer Supplement, together with payment to the Administrative Agent by the transferor Lender or the Purchasing Lender (except for any assignment by a Lender to an Affiliate of such Lender), as agreed between them, of a registration and processing fee of $3,500 for each Purchasing Lender listed in such Commitment Transfer Supplement and the Notes subject to such Commitment Transfer Supplement, the Administrative Agent shall (i) accept such Commitment Transfer Supplement and (ii) record the information contained therein in the Register. (f) Each Credit Party authorizes each Lender to disclose to any Participant or Purchasing Lender (each, a "Transferee") and any prospective Transferee any and all financial information in such Lender's possession concerning the Credit Parties and their Affiliates which has been delivered to such Lender by or on behalf of a Credit Party pursuant to this Credit Agreement or which has been delivered to such Lender by or on behalf of a Credit Party in connection with such Lender's credit evaluation of the Credit Parties and their Affiliates prior to becoming a party to this Credit Agreement, in each case subject to Section 9.15. (g) At the time of each assignment pursuant to this Section 9.6 to a Person which is not already a Lender hereunder and which is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) for federal income tax purposes, the respective assignee Lender shall provide to the Borrower and the Administrative Agent the appropriate Internal Revenue Service Forms (and, if applicable, a 2.19 Certificate) described in Section 2.19. 102 (h) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank, and this Section 9.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto. SECTION 9.7 ADJUSTMENTS; SET-OFF. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(f), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits

(h) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Credit Agreement to secure obligations of such Lender, including any such pledge or assignment to a Federal Reserve Bank, and this Section 9.6 shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto. SECTION 9.7 ADJUSTMENTS; SET-OFF. (a) Each Lender agrees that if any Lender (a "benefited Lender") shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 7.1(f), or otherwise) in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of such other Lender's Loans, or interest thereon, such benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of each such other Lender's Loan, or shall provide such other Lenders with the benefits of any such collateral, or the proceeds thereof, as shall be necessary to cause such benefited Lender to share the excess payment or benefits of such collateral or proceeds ratably with each of the Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such benefited Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest. The Borrower agrees that each Lender so purchasing a portion of another Lender's Loans may exercise all rights of payment (including, without limitation, rights of set-off) with respect to such portion as fully as if such Lender were the direct holder of such portion. (b) In addition to any rights and remedies of the Lenders provided by law (including, without limitation, other rights of set-off), each Lender shall have the right, without prior notice to any Credit Party, any such notice being expressly waived by the Credit Parties to the extent permitted by applicable law, upon the occurrence of any Event of Default, to setoff and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held by or owing by or to such Lender or any branch or agency thereof to or for the credit or the account of the Borrower or any other Credit Party, or any part thereof in such amounts as such Lender may elect, against and on account of the Loans and other Credit Party Obligations of the Borrower and the other Credit Parties to such Lender hereunder and claims of every nature and description of such Lender against the Borrower and the other Credit Parties, in any currency, whether arising hereunder, under any other Credit Document or any Hedging Agreement provided by such Lender pursuant to the terms of this Agreement, as such Lender may elect, whether or not such Lender has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. The aforesaid right of set-off may be exercised by such Lender against the Borrower, any other Credit Party or 103 against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower or any other Credit Party, or against anyone else claiming through or against the Borrower, any other Credit Party or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. SECTION 9.8 TABLE OF CONTENTS AND SECTION HEADINGS. The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this Credit Agreement. SECTION 9.9 COUNTERPARTS. This Credit Agreement may be executed by one or more of the parties to this Credit Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Credit Agreement signed by all the parties shall be lodged with the

against any trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver or execution, judgment or attachment creditor of the Borrower or any other Credit Party, or against anyone else claiming through or against the Borrower, any other Credit Party or any such trustee in bankruptcy, debtor in possession, assignee for the benefit of creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that such right of set-off shall not have been exercised by such Lender prior to the occurrence of any Event of Default. Each Lender agrees promptly to notify the Borrower and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. SECTION 9.8 TABLE OF CONTENTS AND SECTION HEADINGS. The table of contents and the Section and subsection headings herein are intended for convenience only and shall be ignored in construing this Credit Agreement. SECTION 9.9 COUNTERPARTS. This Credit Agreement may be executed by one or more of the parties to this Credit Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Credit Agreement signed by all the parties shall be lodged with the Borrower and the Administrative Agent. SECTION 9.10 EFFECTIVENESS. This Credit Agreement shall become effective on the date on which all of the parties have signed a copy hereof (whether the same or different copies) and shall have delivered the same to the Administrative Agent pursuant to Section 9.2 or, in the case of the Lenders, shall have given to the Administrative Agent written, telecopied or telex notice (actually received) at such office that the same has been signed and mailed to it. SECTION 9.11 SEVERABILITY. Any provision of this Credit Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. SECTION 9.12 INTEGRATION. This Credit Agreement and the Notes represent the agreement of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the 104

Administrative Agent, the Borrower, the other Credit Parties or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the Notes. SECTION 9.13 GOVERNING LAW. This Credit Agreement and the Notes and the rights and obligations of the parties under this Credit Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. SECTION 9.14 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and

Administrative Agent, the Borrower, the other Credit Parties or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the Notes. SECTION 9.13 GOVERNING LAW. This Credit Agreement and the Notes and the rights and obligations of the parties under this Credit Agreement and the Notes shall be governed by, and construed and interpreted in accordance with, the law of the State of New York. SECTION 9.14 CONSENT TO JURISDICTION AND SERVICE OF PROCESS. All judicial proceedings brought against the Borrower and/or any other Credit Party with respect to this Credit Agreement, any Note or any of the other Credit Documents may be brought in any state or federal court of competent jurisdiction in the State of New York, and, by execution and delivery of this Credit Agreement, each of the Borrower and the other Credit Parties accepts, for itself and in connection with its properties, generally and unconditionally, the non-exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final judgment rendered thereby in connection with this Credit Agreement from which no appeal has been taken or is available. Each of the Borrower and the other Credit Parties irrevocably agrees that all service of process in any such proceedings in any such court may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to it at its address set forth in Section 9.2 or at such other address of which the Administrative Agent shall have been notified pursuant thereto, such service being hereby acknowledged by the each of the Borrower and the other Credit Parties to be effective and binding service in every respect. Each of the Borrower, the other Credit Parties, the Administrative Agent and the Lenders irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any such action or proceeding in any such jurisdiction. Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of any Lender to bring proceedings against the Borrower or the other Credit Parties in the court of any other jurisdiction. SECTION 9.15 CONFIDENTIALITY. The Administrative Agent and each of the Lenders agrees that it will use its best efforts not to disclose without the prior written consent of the Borrower any information with respect to the Credit Parties which is furnished pursuant to this Credit Agreement, any other Credit Document or any documents contemplated by or referred to herein or therein and which is designated by the Borrower to the Lenders in writing as confidential or as to which it is otherwise reasonably clear such information is not public, except that any Lender may disclose any such information (a) to its employees, Affiliates, auditors and counsel or to another Lender, (b) as has become generally available to the public other than by a breach of this Section 9.15, (c) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or the OCC or the NAIC or 105 similar organizations (whether in the United States or elsewhere) or their successors, (d) as may be required or appropriate in response to any summons or subpoena or any law, order, regulation or ruling applicable to such Lender, (e) to any prospective Participant or assignee in connection with any contemplated transfer pursuant to Section 9.6, provided that such prospective transferee shall have been made aware of this Section 9.15 and shall have agreed to be bound by its provisions as if it were a party to this Credit Agreement or (f) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information regarding the credit facilities evidenced by this Credit Agreement customarily found in such publications. SECTION 9.16 ACKNOWLEDGMENTS. The Borrower and the other Credit Parties each hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of each Credit Document;

similar organizations (whether in the United States or elsewhere) or their successors, (d) as may be required or appropriate in response to any summons or subpoena or any law, order, regulation or ruling applicable to such Lender, (e) to any prospective Participant or assignee in connection with any contemplated transfer pursuant to Section 9.6, provided that such prospective transferee shall have been made aware of this Section 9.15 and shall have agreed to be bound by its provisions as if it were a party to this Credit Agreement or (f) to Gold Sheets and other similar bank trade publications; such information to consist of deal terms and other information regarding the credit facilities evidenced by this Credit Agreement customarily found in such publications. SECTION 9.16 ACKNOWLEDGMENTS. The Borrower and the other Credit Parties each hereby acknowledges that: (a) it has been advised by counsel in the negotiation, execution and delivery of each Credit Document; (b) neither the Administrative Agent nor any Lender has any fiduciary relationship with or duty to the Borrower or any other Credit Party arising out of or in connection with this Credit Agreement and the relationship between Administrative Agent and Lenders, on one hand, and the Borrower and the other Credit Parties, on the other hand, in connection herewith is solely that of debtor and creditor; and (c) no joint venture exists among the Lenders or among the Borrower or the other Credit Parties and the Lenders. SECTION 9.17 WAIVERS OF JURY TRIAL. THE BORROWER, THE OTHER CREDIT PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN. ARTICLE X GUARANTY SECTION 10.1 THE GUARANTY. In order to induce the Lenders to enter into this Credit Agreement and to extend credit hereunder and in recognition of the direct benefits to be received by the Guarantors from the Extensions of Credit hereunder, each of the Guarantors hereby agrees with the Administrative Agent and the Lenders as follows: the Guarantor hereby unconditionally and irrevocably jointly 106

and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Administrative Agent and the Lenders (or any Affiliate of a Lender that provides a Hedging Agreement permitted by Section 6.1(d)). If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders (or any Affiliate of a Lender that provides a Hedging Agreement permitted by Section 6.1(d)) becomes due and payable hereunder or any Hedging Agreement permitted by Section 6.1(d), each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent and the Lenders (or such Affiliate of a Lender, as applicable), or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the indebtedness. The word "indebtedness" is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Hedging Agreement executed in connection herewith, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable

and severally guarantees as primary obligor and not merely as surety the full and prompt payment when due, whether upon maturity, by acceleration or otherwise, of any and all indebtedness of the Borrower to the Administrative Agent and the Lenders (or any Affiliate of a Lender that provides a Hedging Agreement permitted by Section 6.1(d)). If any or all of the indebtedness of the Borrower to the Administrative Agent and the Lenders (or any Affiliate of a Lender that provides a Hedging Agreement permitted by Section 6.1(d)) becomes due and payable hereunder or any Hedging Agreement permitted by Section 6.1(d), each Guarantor unconditionally promises to pay such indebtedness to the Administrative Agent and the Lenders (or such Affiliate of a Lender, as applicable), or order, on demand, together with any and all reasonable expenses which may be incurred by the Administrative Agent or the Lenders in collecting any of the indebtedness. The word "indebtedness" is used in this Article X in its most comprehensive sense and includes any and all advances, debts, obligations and liabilities of the Borrower, including specifically all Credit Party Obligations, arising in connection with this Credit Agreement, the other Credit Documents or any Hedging Agreement executed in connection herewith, in each case, heretofore, now, or hereafter made, incurred or created, whether voluntarily or involuntarily, absolute or contingent, liquidated or unliquidated, determined or undetermined, whether or not such indebtedness is from time to time reduced, or extinguished and thereafter increased or incurred, whether the Borrower may be liable individually or jointly with others, whether or not recovery upon such indebtedness may be or hereafter become barred by any statute of limitations, and whether or not such indebtedness may be or hereafter become otherwise unenforceable. Notwithstanding any provision to the contrary contained herein or in any other of the Credit Documents, to the extent the obligations of a Guarantor shall be adjudicated to be invalid or unenforceable for any reason (including, without limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of each such Guarantor hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and including, without limitation, the Bankruptcy Code). SECTION 10.2 BANKRUPTCY. Additionally, each of the Guarantors unconditionally and irrevocably guarantees jointly and severally the payment of any and all indebtedness of the Borrower to the Lenders whether or not due or payable by the Borrower upon the occurrence of any of the events specified in Section 7.1(f), and unconditionally promises to pay such indebtedness to the Administrative Agent for the account of the Lenders, or order, on demand, in lawful money of the United States. Each of the Guarantors further agrees that to the extent that the Borrower or a Guarantor shall make a payment or a transfer of an interest in any property to the Administrative Agent or any Lender, which payment or transfer or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, or otherwise is avoided, and/or required to be repaid to the Borrower or a Guarantor, the estate of the Borrower or a Guarantor, a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such avoidance or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if said payment had not been made. 107 SECTION 10.3 NATURE OF LIABILITY. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent or the Lenders on the indebtedness which the Administrative Agent or such Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. SECTION 10.4 INDEPENDENT OBLIGATION.

SECTION 10.3 NATURE OF LIABILITY. The liability of each Guarantor hereunder is exclusive and independent of any security for or other guaranty of the indebtedness of the Borrower whether executed by any such Guarantor, any other guarantor or by any other party, and no Guarantor's liability hereunder shall be affected or impaired by (a) any direction as to application of payment by the Borrower or by any other party, or (b) any other continuing or other guaranty, undertaking or maximum liability of a guarantor or of any other party as to the indebtedness of the Borrower, or (c) any payment on or in reduction of any such other guaranty or undertaking, or (d) any dissolution, termination or increase, decrease or change in personnel by the Borrower, or (e) any payment made to the Administrative Agent or the Lenders on the indebtedness which the Administrative Agent or such Lenders repay the Borrower pursuant to court order in any bankruptcy, reorganization, arrangement, moratorium or other debtor relief proceeding, and each of the Guarantors waives any right to the deferral or modification of its obligations hereunder by reason of any such proceeding. SECTION 10.4 INDEPENDENT OBLIGATION. The obligations of each Guarantor hereunder are independent of the obligations of any other guarantor or the Borrower, and a separate action or actions may be brought and prosecuted against each Guarantor whether or not action is brought against any other guarantor or the Borrower and whether or not any other Guarantor or the Borrower is joined in any such action or actions. SECTION 10.5 AUTHORIZATION. Each of the Guarantors authorizes the Administrative Agent and each Lender without notice or demand (except as shall be required by applicable statute and cannot be waived), and without affecting or impairing its liability hereunder, from time to time to (a) renew, compromise, extend, increase, accelerate or otherwise change the time for payment of, or otherwise change the terms of the indebtedness or any part thereof in accordance with this Credit Agreement, including any increase or decrease of the rate of interest thereon, (b) take and hold security from any Guarantor, the Borrower or any other party for the payment of this Guaranty or the other Credit Party Obligations and exchange, enforce, waive and/or release any such security, (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent and the Lenders in their discretion may determine and (d) release or substitute any one or more endorsers, guarantors, the Borrower or other obligors. SECTION 10.6 RELIANCE. It is not necessary for the Administrative Agent or the Lenders to inquire into the capacity or powers of the Borrower or the officers, directors, partners or agents acting or purporting to act on its behalf, and any indebtedness made or created in reliance upon the professed exercise of such powers shall be guaranteed hereunder. 108 SECTION 10.7 WAIVER. (a) Each of the Guarantors waives any right (except as shall be required by applicable statute and/or cannot be waived as a matter of law) to require the Administrative Agent or any Lender to (i) proceed against the Borrower, any other Guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other Guarantor or any other party, or (iii) pursue any other remedy in the Administrative Agent's or any Lender's power whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of the Borrower, any other Guarantor or any other party other than payment in full of the indebtedness, including without limitation any defense based on or arising out of the disability of the Borrower, any other guarantor or any other party, or the unenforceability of the indebtedness or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full of the indebtedness; provided, however, that this provision shall not constitute a waiver of any defense based on the gross negligence or willful misconduct of the Lenders (or any one of them) or the Administrative Agent. The Administrative Agent or any of the Lenders may, at their election, foreclose on any security held by the Administrative Agent or a Lender by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any

SECTION 10.7 WAIVER. (a) Each of the Guarantors waives any right (except as shall be required by applicable statute and/or cannot be waived as a matter of law) to require the Administrative Agent or any Lender to (i) proceed against the Borrower, any other Guarantor or any other party, (ii) proceed against or exhaust any security held from the Borrower, any other Guarantor or any other party, or (iii) pursue any other remedy in the Administrative Agent's or any Lender's power whatsoever. Each of the Guarantors waives any defense based on or arising out of any defense of the Borrower, any other Guarantor or any other party other than payment in full of the indebtedness, including without limitation any defense based on or arising out of the disability of the Borrower, any other guarantor or any other party, or the unenforceability of the indebtedness or any part thereof from any cause, or the cessation from any cause of the liability of the Borrower other than payment in full of the indebtedness; provided, however, that this provision shall not constitute a waiver of any defense based on the gross negligence or willful misconduct of the Lenders (or any one of them) or the Administrative Agent. The Administrative Agent or any of the Lenders may, at their election, foreclose on any security held by the Administrative Agent or a Lender by one or more judicial or nonjudicial sales, whether or not every aspect of any such sale is commercially reasonable (to the extent such sale is permitted by applicable law), or exercise any other right or remedy the Administrative Agent and any Lender may have against the Borrower or any other party, or any security, without affecting or impairing in any way the liability of any Guarantor hereunder except to the extent the indebtedness has been paid. Each of the Guarantors waives any defense arising out of any such election by the Administrative Agent and each of the Lenders, even though such election operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of the Guarantors against the Borrower or any other party or any security. (b) Each of the Guarantors waives all presentments, demands for performance, protests and notices, including without limitation notices of nonperformance, notice of protest, notices of dishonor, notices of acceptance of this Guaranty, and notices of the existence, creation or incurring of new or additional indebtedness. Each Guarantor assumes all responsibility for being and keeping itself informed of the Borrower's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the indebtedness and the nature, scope and extent of the risks which such Guarantor assumes and incurs hereunder, and agrees that neither the Administrative Agent nor any Lender shall have any duty to advise such Guarantor of information known to it regarding such circumstances or risks. (c) Each of the Guarantors hereby agrees it will not exercise any rights of subrogation which it may at any time otherwise have as a result of this Guaranty (whether contractual, under Section 509 of the U.S. Bankruptcy Code, or otherwise) to the claims of the Lenders against the Borrower or any other guarantor of the indebtedness of the Borrower owing to the Lenders (collectively, the "Other Parties") and all contractual, statutory or common law rights of reimbursement, contribution or indemnity from any 109

Other Party which it may at any time otherwise have as a result of this Guaranty until such time as the Loans hereunder shall have been paid and the Commitments have been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent and the Lenders now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the indebtedness of the Borrower and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Lenders to secure payment of the indebtedness of the Borrower until such time as the Loans hereunder shall have been paid and the Commitments have been terminated. SECTION 10.8 LIMITATION ON ENFORCEMENT. The Lenders agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders and that no Lender shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement. The Lenders further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Guarantors. SECTION 10.9 CONFIRMATION OF PAYMENT.

Other Party which it may at any time otherwise have as a result of this Guaranty until such time as the Loans hereunder shall have been paid and the Commitments have been terminated. Each of the Guarantors hereby further agrees not to exercise any right to enforce any other remedy which the Administrative Agent and the Lenders now have or may hereafter have against any Other Party, any endorser or any other guarantor of all or any part of the indebtedness of the Borrower and any benefit of, and any right to participate in, any security or collateral given to or for the benefit of the Lenders to secure payment of the indebtedness of the Borrower until such time as the Loans hereunder shall have been paid and the Commitments have been terminated. SECTION 10.8 LIMITATION ON ENFORCEMENT. The Lenders agree that this Guaranty may be enforced only by the action of the Administrative Agent acting upon the instructions of the Required Lenders and that no Lender shall have any right individually to seek to enforce or to enforce this Guaranty, it being understood and agreed that such rights and remedies may be exercised by the Administrative Agent for the benefit of the Lenders under the terms of this Credit Agreement. The Lenders further agree that this Guaranty may not be enforced against any director, officer, employee or stockholder of the Guarantors. SECTION 10.9 CONFIRMATION OF PAYMENT. The Administrative Agent and the Lenders will, upon request after payment of the indebtedness and obligations which are the subject of this Guaranty and termination of the Commitments relating thereto, confirm to the Borrower, the Guarantors or any other Person that such indebtedness and obligations have been paid and the Commitments relating thereto terminated, subject to the provisions of Section 10.2. 110

IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed and delivered by its proper and duly authorized officers as of the day and year first above written.
BORROWER: -------FISHER BROADCASTING COMPANY By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

GUARANTORS: ----------

FISHER RADIO REGIONAL GROUP INC. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

FISHER BROADCASTING-PORTLAND RADIO, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

FISHER BROADCASTING-SEATTLE RADIO, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

IN WITNESS WHEREOF, the parties hereto have caused this Credit Agreement to be duly executed and delivered by its proper and duly authorized officers as of the day and year first above written.
BORROWER: -------FISHER BROADCASTING COMPANY By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

GUARANTORS: ----------

FISHER RADIO REGIONAL GROUP INC. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

FISHER BROADCASTING-PORTLAND RADIO, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

FISHER BROADCASTING-SEATTLE RADIO, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

FISHER BROADCASTING-PORTLAND TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary FISHER BROADCASTING-SEATTLE TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary FISHER BROADCASTING-S.E. IDAHO TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary FISHER BROADCASTING-IDAHO TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

FISHER BROADCASTING-PORTLAND TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary FISHER BROADCASTING-SEATTLE TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary FISHER BROADCASTING-S.E. IDAHO TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary FISHER BROADCASTING-IDAHO TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary FISHER BROADCASTING-GEORGIA TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

FISHER BROADCASTING-OREGON TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary FISHER BROADCASTING-WASHINGTON TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

ADMINISTRATIVE AGENT ------------------AND LENDERS: ------------

FIRST UNION NATIONAL BANK, as Administrative Agent and as a Lender By: /s/ Jeffrey M. Graci -------------------------------Name: Jeffrey M. Graci Title: Director

FISHER BROADCASTING-OREGON TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary FISHER BROADCASTING-WASHINGTON TV, L.L.C. By: /s/ David D. Hillard -------------------------------Name: David D. Hillard Title: Assistant Secretary

ADMINISTRATIVE AGENT ------------------AND LENDERS: ------------

FIRST UNION NATIONAL BANK, as Administrative Agent and as a Lender By: /s/ Jeffrey M. Graci -------------------------------Name: Jeffrey M. Graci Title: Director

BANK OF AMERICA, N.A., as a Co-Syndication Agent and as a Lender By: /s/ Mark Crawford -------------------------------Name: Mark Crawford Title: Senior Vice President

THE BANK OF NEW YORK, as a Co-Syndication Agent and as a Lender By: /s/ Stephen M. Nettler -------------------------------Name: Stephen M. Nettler Title: Vice President

NATIONAL CITY BANK, as Documentation Agent and as a Lender By: /s/ Timothy J. Ambrose -------------------------------Name: Timothy J. Ambrose Title: Vice President

Exhibit 10.23

LOAN AGREEMENT Dated as of March 21, 2002

ADMINISTRATIVE AGENT ------------------AND LENDERS: ------------

FIRST UNION NATIONAL BANK, as Administrative Agent and as a Lender By: /s/ Jeffrey M. Graci -------------------------------Name: Jeffrey M. Graci Title: Director

BANK OF AMERICA, N.A., as a Co-Syndication Agent and as a Lender By: /s/ Mark Crawford -------------------------------Name: Mark Crawford Title: Senior Vice President

THE BANK OF NEW YORK, as a Co-Syndication Agent and as a Lender By: /s/ Stephen M. Nettler -------------------------------Name: Stephen M. Nettler Title: Vice President

NATIONAL CITY BANK, as Documentation Agent and as a Lender By: /s/ Timothy J. Ambrose -------------------------------Name: Timothy J. Ambrose Title: Vice President

Exhibit 10.23

LOAN AGREEMENT Dated as of March 21, 2002 among FISHER MEDIA SERVICES COMPANY, as the Borrower, BANK OF AMERICA, N.A., as the Agent, and BANK OF AMERICA, N.A.,

BANK OF AMERICA, N.A., as a Co-Syndication Agent and as a Lender By: /s/ Mark Crawford -------------------------------Name: Mark Crawford Title: Senior Vice President

THE BANK OF NEW YORK, as a Co-Syndication Agent and as a Lender By: /s/ Stephen M. Nettler -------------------------------Name: Stephen M. Nettler Title: Vice President

NATIONAL CITY BANK, as Documentation Agent and as a Lender By: /s/ Timothy J. Ambrose -------------------------------Name: Timothy J. Ambrose Title: Vice President

Exhibit 10.23

LOAN AGREEMENT Dated as of March 21, 2002 among FISHER MEDIA SERVICES COMPANY, as the Borrower, BANK OF AMERICA, N.A., as the Agent, and BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, as the Lenders Bank of America. [LOGO APPEARS HERE]

TABLE OF CONTENTS

THE BANK OF NEW YORK, as a Co-Syndication Agent and as a Lender By: /s/ Stephen M. Nettler -------------------------------Name: Stephen M. Nettler Title: Vice President

NATIONAL CITY BANK, as Documentation Agent and as a Lender By: /s/ Timothy J. Ambrose -------------------------------Name: Timothy J. Ambrose Title: Vice President

Exhibit 10.23

LOAN AGREEMENT Dated as of March 21, 2002 among FISHER MEDIA SERVICES COMPANY, as the Borrower, BANK OF AMERICA, N.A., as the Agent, and BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, as the Lenders Bank of America. [LOGO APPEARS HERE]

TABLE OF CONTENTS
Section Page ---------SECTION 1. DEFINITIONS AND ACCOUNTING TERMS........................................................1 1.01 Defined Terms..........................................................................1 1.02 Other Interpretive Provisions.........................................................16 1.03 Accounting Terms......................................................................17 1.04 Rounding..............................................................................17 1.05 References to Agreements and Laws.....................................................17

NATIONAL CITY BANK, as Documentation Agent and as a Lender By: /s/ Timothy J. Ambrose -------------------------------Name: Timothy J. Ambrose Title: Vice President

Exhibit 10.23

LOAN AGREEMENT Dated as of March 21, 2002 among FISHER MEDIA SERVICES COMPANY, as the Borrower, BANK OF AMERICA, N.A., as the Agent, and BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, as the Lenders Bank of America. [LOGO APPEARS HERE]

TABLE OF CONTENTS
Section Page ---------SECTION 1. DEFINITIONS AND ACCOUNTING TERMS........................................................1 1.01 Defined Terms..........................................................................1 1.02 Other Interpretive Provisions.........................................................16 1.03 Accounting Terms......................................................................17 1.04 Rounding..............................................................................17 1.05 References to Agreements and Laws.....................................................17 SECTION 2. THE LOANS..............................................................................17 2.01 The Loans.............................................................................17 2.02 Conversions and Continuations of Loans................................................18 2.03 Optional Prepayments..................................................................19 2.04 Mandatory Prepayments.................................................................19 2.05 Repayment of Loans....................................................................20 2.06 Interest..............................................................................20 2.07 Upfront Fee; Arrangement and Agency Fees..............................................20 2.08 Computation of Interest and Fees......................................................21 2.09 Evidence of Loans.....................................................................21 2.10 Payments Generally....................................................................21

Exhibit 10.23

LOAN AGREEMENT Dated as of March 21, 2002 among FISHER MEDIA SERVICES COMPANY, as the Borrower, BANK OF AMERICA, N.A., as the Agent, and BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, as the Lenders Bank of America. [LOGO APPEARS HERE]

TABLE OF CONTENTS
Section Page ---------SECTION 1. DEFINITIONS AND ACCOUNTING TERMS........................................................1 1.01 Defined Terms..........................................................................1 1.02 Other Interpretive Provisions.........................................................16 1.03 Accounting Terms......................................................................17 1.04 Rounding..............................................................................17 1.05 References to Agreements and Laws.....................................................17 SECTION 2. THE LOANS..............................................................................17 2.01 The Loans.............................................................................17 2.02 Conversions and Continuations of Loans................................................18 2.03 Optional Prepayments..................................................................19 2.04 Mandatory Prepayments.................................................................19 2.05 Repayment of Loans....................................................................20 2.06 Interest..............................................................................20 2.07 Upfront Fee; Arrangement and Agency Fees..............................................20 2.08 Computation of Interest and Fees......................................................21 2.09 Evidence of Loans.....................................................................21 2.10 Payments Generally....................................................................21 2.11 Application of Payments...............................................................23 2.12 Sharing of Payments...................................................................24 SECTION 3. TAXES, YIELD PROTECTION AND ILLEGALITY.................................................24 3.01 Taxes.................................................................................24 3.02 Illegality............................................................................25 3.03 Inability to Determine Rates..........................................................26 3.04 Increased Cost and Reduced Return; Capital Adequacy...................................26 3.05 Funding Losses........................................................................27 3.06 Matters Applicable to all Requests for Compensation...................................27 3.07 Survival..............................................................................27

TABLE OF CONTENTS
Section Page ---------SECTION 1. DEFINITIONS AND ACCOUNTING TERMS........................................................1 1.01 Defined Terms..........................................................................1 1.02 Other Interpretive Provisions.........................................................16 1.03 Accounting Terms......................................................................17 1.04 Rounding..............................................................................17 1.05 References to Agreements and Laws.....................................................17 SECTION 2. THE LOANS..............................................................................17 2.01 The Loans.............................................................................17 2.02 Conversions and Continuations of Loans................................................18 2.03 Optional Prepayments..................................................................19 2.04 Mandatory Prepayments.................................................................19 2.05 Repayment of Loans....................................................................20 2.06 Interest..............................................................................20 2.07 Upfront Fee; Arrangement and Agency Fees..............................................20 2.08 Computation of Interest and Fees......................................................21 2.09 Evidence of Loans.....................................................................21 2.10 Payments Generally....................................................................21 2.11 Application of Payments...............................................................23 2.12 Sharing of Payments...................................................................24 SECTION 3. TAXES, YIELD PROTECTION AND ILLEGALITY.................................................24 3.01 Taxes.................................................................................24 3.02 Illegality............................................................................25 3.03 Inability to Determine Rates..........................................................26 3.04 Increased Cost and Reduced Return; Capital Adequacy...................................26 3.05 Funding Losses........................................................................27 3.06 Matters Applicable to all Requests for Compensation...................................27 3.07 Survival..............................................................................27 SECTION 4. CONDITIONS PRECEDENT TO BORROWING......................................................27 4.01 Conditions of Borrowing...............................................................27 4.02 Conditions to all Conversions and Continuations.......................................31 SECTION 5. REPRESENTATIONS AND WARRANTIES.........................................................31 5.01 Existence, Qualification and Power; Compliance with Laws..............................31 5.02 Authorization; No Contravention.......................................................31 5.03 Governmental Authorization............................................................32 5.04 Binding Effect........................................................................32 5.05 Financial Statements; No Material Adverse Effect......................................32 5.06 Litigation............................................................................32 5.07 No Default............................................................................32 5.08 Ownership of Property; Liens..........................................................32 5.09 Tenants...............................................................................33 5.10 Environmental Compliance..............................................................33 5.11 Insurance.............................................................................34 5.12 Taxes.................................................................................34

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5.13 5.14 5.15 5.16 5.17 5.18 5.19 ERISA Compliance......................................................................34 Subsidiaries..........................................................................34 Margin Regulations; Investment Company Act; Public Utility Holding Company Act........35 Intellectual Property; Licenses, Etc..................................................35 Solvency..............................................................................35 Matters Concerning Collateral.........................................................35 Disclosure............................................................................36

SECTION 6. AFFIRMATIVE COVENANTS..................................................................36 6.01 Financial Statements..................................................................36 6.02 Certificates; Other Information.......................................................37 6.03 Notices...............................................................................37 6.04 Payment of Obligations................................................................38 6.05 Preservation of Existence, Etc........................................................38 6.06 Completion of Fisher Plaza............................................................38 6.07 Maintenance of Properties.............................................................39

5.13 5.14 5.15 5.16 5.17 5.18 5.19

ERISA Compliance......................................................................34 Subsidiaries..........................................................................34 Margin Regulations; Investment Company Act; Public Utility Holding Company Act........35 Intellectual Property; Licenses, Etc..................................................35 Solvency..............................................................................35 Matters Concerning Collateral.........................................................35 Disclosure............................................................................36

SECTION 6. AFFIRMATIVE COVENANTS..................................................................36 6.01 Financial Statements..................................................................36 6.02 Certificates; Other Information.......................................................37 6.03 Notices...............................................................................37 6.04 Payment of Obligations................................................................38 6.05 Preservation of Existence, Etc........................................................38 6.06 Completion of Fisher Plaza............................................................38 6.07 Maintenance of Properties.............................................................39 6.08 Maintenance of Insurance..............................................................39 6.09 Compliance with Laws..................................................................39 6.10 Environmental Laws....................................................................39 6.11 Books and Records.....................................................................39 6.12 Inspection Rights.....................................................................40 6.13 Compliance with ERISA.................................................................40 6.14 Use of Proceeds.......................................................................40 6.15 Further Assurances....................................................................40 SECTION 7. NEGATIVE COVENANTS.....................................................................41 7.01 Liens.................................................................................41 7.02 Investments...........................................................................42 7.03 Indebtedness..........................................................................42 7.04 Fundamental Changes...................................................................43 7.05 Dispositions..........................................................................43 7.06 Lease Obligations.....................................................................44 7.07 Restricted Payments...................................................................44 7.08 ERISA.................................................................................44 7.09 Change in Nature of Business..........................................................44 7.10 Transactions with Affiliates..........................................................45 7.11 Capital Expenditures..................................................................45 7.12 Burdensome Agreements.................................................................46 7.13 Use of Proceeds.......................................................................46 SECTION 8. EVENTS OF DEFAULT AND REMEDIES.........................................................46 8.01 Events of Default.....................................................................46 8.02 Remedies Upon Event of Default........................................................48 SECTION 9. THE AGENT..............................................................................49 9.01 Appointment and Authorization of Agent................................................49 9.02 Delegation of Duties..................................................................49 9.03 Liability of Agent....................................................................49 9.04 Reliance by Agent.....................................................................50 9.05 Notice of Default.....................................................................50 9.06 Credit Decision; Disclosure of Information by Agent...................................50

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9.07 9.08 9.09 9.10 SECTION 10. 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10.12 Indemnification of Agent..............................................................51 Agent in its Individual Capacity......................................................51 Successor Agent.......................................................................52 Collateral Matters....................................................................52 MISCELLANEOUS.........................................................................52 Amendments, Etc.......................................................................52 Notices and Other Communications; Facsimile Copies....................................53 No Waiver; Cumulative Remedies........................................................54 Attorney Costs, Expenses and Taxes....................................................54 Indemnification by the Borrower.......................................................55 Payments Set Aside....................................................................55 Successors and Assigns................................................................56 Confidentiality.......................................................................58 Set-off...............................................................................59 Interest Rate Limitation..............................................................59 Master Services Agreements with Affiliates............................................59 Tax Deferred Exchange Transactions....................................................59

9.07 9.08 9.09 9.10 SECTION 10. 10.01 10.02 10.03 10.04 10.05 10.06 10.07 10.08 10.09 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21 10.22

Indemnification of Agent..............................................................51 Agent in its Individual Capacity......................................................51 Successor Agent.......................................................................52 Collateral Matters....................................................................52 MISCELLANEOUS.........................................................................52 Amendments, Etc.......................................................................52 Notices and Other Communications; Facsimile Copies....................................53 No Waiver; Cumulative Remedies........................................................54 Attorney Costs, Expenses and Taxes....................................................54 Indemnification by the Borrower.......................................................55 Payments Set Aside....................................................................55 Successors and Assigns................................................................56 Confidentiality.......................................................................58 Set-off...............................................................................59 Interest Rate Limitation..............................................................59 Master Services Agreements with Affiliates............................................59 Tax Deferred Exchange Transactions....................................................59 Counterparts..........................................................................60 Integration...........................................................................60 Survival of Representations and Warranties............................................60 Severability..........................................................................61 Tax Forms.............................................................................61 Governing Law.........................................................................62 Waiver of Right to Trial by Jury......................................................62 Time of the Essence...................................................................62 Mandatory Arbitration.................................................................62 Oral Agreements.......................................................................63

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SCHEDULES
2.01 5.06 5.09 5.14 7.01 7.02 7.03 7.06 10.02 EXHIBITS Form of Loan Notice Promissory Note Compliance Certificate Assignment and Assumption Guaranty (Fisher Communications) Guaranty (other Guarantors) Deed of Trust Certificate and Indemnity Agreement Subordination Agreement Opinion of Counsel Commitments and Pro Rata Shares Litigation Existing Tenants Subsidiaries and Other Equity Investments Existing Liens Existing Investments Existing Indebtedness Existing Leases Eurodollar and Domestic Lending Offices, Addresses for Notices

A B C D E-1 E-2 F G H I

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LOAN AGREEMENT This LOAN AGREEMENT ("Agreement") is entered into as of March 21, 2002, among FISHER MEDIA SERVICES COMPANY, a Washington corporation (the "Borrower"), BANK OF AMERICA, N.A., a national banking association, U.S. BANK NATIONAL ASSOCIATION, a national banking association (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., a national banking

SCHEDULES
2.01 5.06 5.09 5.14 7.01 7.02 7.03 7.06 10.02 EXHIBITS Form of Loan Notice Promissory Note Compliance Certificate Assignment and Assumption Guaranty (Fisher Communications) Guaranty (other Guarantors) Deed of Trust Certificate and Indemnity Agreement Subordination Agreement Opinion of Counsel Commitments and Pro Rata Shares Litigation Existing Tenants Subsidiaries and Other Equity Investments Existing Liens Existing Investments Existing Indebtedness Existing Leases Eurodollar and Domestic Lending Offices, Addresses for Notices

A B C D E-1 E-2 F G H I

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LOAN AGREEMENT This LOAN AGREEMENT ("Agreement") is entered into as of March 21, 2002, among FISHER MEDIA SERVICES COMPANY, a Washington corporation (the "Borrower"), BANK OF AMERICA, N.A., a national banking association, U.S. BANK NATIONAL ASSOCIATION, a national banking association (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., a national banking association, as agent (the "Agent"). The Borrower has requested that the Lenders provide a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: SECTION 1. DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. "Agent's Office" means the Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Agent may from time to time notify to the Borrower and the Lenders. "Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. A Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors or managing general partners.

LOAN AGREEMENT This LOAN AGREEMENT ("Agreement") is entered into as of March 21, 2002, among FISHER MEDIA SERVICES COMPANY, a Washington corporation (the "Borrower"), BANK OF AMERICA, N.A., a national banking association, U.S. BANK NATIONAL ASSOCIATION, a national banking association (collectively, the "Lenders" and individually, a "Lender"), and BANK OF AMERICA, N.A., a national banking association, as agent (the "Agent"). The Borrower has requested that the Lenders provide a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: SECTION 1. DEFINITIONS AND ACCOUNTING TERMS 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Agent" means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. "Agent's Office" means the Agent's address and, as appropriate, account as set forth on Schedule 10.02, or such other address or account as the Agent may from time to time notify to the Borrower and the Lenders. "Affiliate" means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. "Controlling" and "Controlled" have meanings correlative thereto. A Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, power to vote 10% or more of the securities having ordinary voting power for the election of directors or managing general partners. "Agent-Related Persons" means the Agent (including any successor administrative agent), together with its Affiliates (including, in the case of Bank of America in its capacity as the Agent, the Arranger), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. "Agreement" means this Loan Agreement. "Applicable Rate" means, from time to time, the following percentages per annum as set forth below: 1
Applicable Rate Eurodollar Period Rate Base Rate ----------------------------------------------------------------------------Closing Date through February 28, 2003 3.50% 2.25% March 1, 2003 through February 28, 2004 March 1, 2004 and thereafter 4.00% 4.50% 2.75% 3.25%

"Arranger" means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager. "Assignment and Assumption" means an Assignment and Assumption substantially in the form of Exhibit D. "As-Completed Appraisal" means a real estate appraisal conducted in accordance with the Uniform Standards of Professional Appraisal Practice (as promulgated by the Appraisal Standards Board of the Appraisal Foundation), the requirements of all Laws applicable to the Lenders, and applicable internal policies of the Agent, undertaken

Applicable Rate Eurodollar Period Rate Base Rate ----------------------------------------------------------------------------Closing Date through February 28, 2003 3.50% 2.25% March 1, 2003 through February 28, 2004 March 1, 2004 and thereafter 4.00% 4.50% 2.75% 3.25%

"Arranger" means Banc of America Securities LLC, in its capacity as sole lead arranger and sole book manager. "Assignment and Assumption" means an Assignment and Assumption substantially in the form of Exhibit D. "As-Completed Appraisal" means a real estate appraisal conducted in accordance with the Uniform Standards of Professional Appraisal Practice (as promulgated by the Appraisal Standards Board of the Appraisal Foundation), the requirements of all Laws applicable to the Lenders, and applicable internal policies of the Agent, undertaken by Shorett KMS Valuation Advisory Group or other qualified independent commercial real estate appraisal firm selected by the Borrower and acceptable to the Lenders, setting forth a fair market value of Fisher Plaza as completed. "Attorney Costs" means and includes all fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel. "Attributable Indebtedness" means, on any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. "Bank of America" means Bank of America, N.A., a national banking association. "Base Rate" means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate." Such rate is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. "Base Rate Loan" means a Loan that bears interest based on the Base Rate. "Borrower" has the meaning set forth in the introductory paragraph hereto. 2 "Borrowing" means a borrowing consisting of simultaneous Loans of the same Type and having the same Interest Period made by each of the Lenders pursuant to Section 2.01. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Agent's Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. "Certificate and Indemnity Agreement" means that certain Certificate and Indemnity Agreement Regarding

"Borrowing" means a borrowing consisting of simultaneous Loans of the same Type and having the same Interest Period made by each of the Lenders pursuant to Section 2.01. "Business Day" means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Agent's Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the London interbank eurodollar market. "Certificate and Indemnity Agreement" means that certain Certificate and Indemnity Agreement Regarding Building Laws and Hazardous Substances of even date herewith executed by the Borrower in favor of the Agent and the Lenders, substantially in the form of Exhibit G. "Change of Control" means, with respect to any Loan Party, an event or series of events by which: (a) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire (such right, an "option right"), whether such right is exercisable immediately or only after the passage of time), other than the Current Stockholders, directly or indirectly, of (i) in the case of the Borrower, any percentage or (ii) in the case of any Loan Party other than the Borrower, 33% or more, of the equity securities of such Loan Party entitled to vote for members of the board of directors or equivalent governing body of such Loan Party on a fully-diluted basis (i.e., taking into account all such securities that such person or group has the right to acquire pursuant to any option right); or (b) during any period of 12 consecutive months, a majority of the members of the board of directors or other equivalent governing body of such Loan Party cease to be composed of individuals (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body. "Civia" means Civia, Inc., a Delaware corporation. "Closing Date" means the first date all the conditions precedent in Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in the case of Section 4.01(j), waived by the Person entitled to receive the applicable payment). 3 "Code" means the Internal Revenue Code of 1986. "Collateral" means, collectively the property in which the Security Documents create or purport to create a security interest or other lien in favor of the Agent. "Compliance Certificate" means a certificate substantially in the form of Exhibit C. "Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. "Current Stockholders" means, with respect to any Loan Party, all Persons that, as of the date of this Agreement, are a "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time),

"Code" means the Internal Revenue Code of 1986. "Collateral" means, collectively the property in which the Security Documents create or purport to create a security interest or other lien in favor of the Agent. "Compliance Certificate" means a certificate substantially in the form of Exhibit C. "Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. "Current Stockholders" means, with respect to any Loan Party, all Persons that, as of the date of this Agreement, are a "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have "beneficial ownership" of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of the outstanding equity securities of such Loan Party entitled to vote for members of the board of directors or equivalent governing body of such Loan Party on a partially-diluted basis. "Debtor Relief Laws" means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. "Default" means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default. "Deed of Trust" means that certain Deed of Trust, Security Agreement and Fixture Filing with Assignment of Leases and Rents of even date herewith executed by the Borrower, as grantor, in favor of PRLAP, Inc., as trustee, for the benefit of the Agent and the Lenders, substantially in the form of Exhibit F. "Default Rate" means an interest rate equal to (a) the Base Rate plus (b) the Applicable Rate, if any, applicable to Base Rate Loans plus (c) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per annum, in each case to the fullest extent permitted by applicable Laws. "Disposition" or "Dispose" means the sale, transfer, license or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of (a) any notes or accounts receivable or any rights and claims associated therewith or (b) any equity securities issued by any Subsidiary held by the transferor Person, but excluding (i) any transfer of property made by any wholly-owned Subsidiary of Fisher Mills to Fisher Mills or any other wholly-owned Subsidiary of Fisher Mills as part of a liquidating distribution and (ii) any transfer of property made by any Loan Party or any Subsidiary of any Loan Party to the Borrower. 4 "Dollar" and "$" means lawful money of the United States of America. "Eligible Assignee" has the meaning specified in Section 10.07(g). "Environmental Laws" means all Laws relating to environmental, health, safety and land use matters applicable to any property. "Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any other Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law,

"Dollar" and "$" means lawful money of the United States of America. "Eligible Assignee" has the meaning specified in Section 10.07(g). "Environmental Laws" means all Laws relating to environmental, health, safety and land use matters applicable to any property. "Environmental Liability" means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any other Loan Party directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. "Environmental Reports" means, together, (a) the report titled "Voluntary Cleanup Report, Fisher Plaza ProjectPhase 1, Seattle, Washington," dated December 1998 and prepared by Shannon & Wilson, Inc. and (b) the report titled "Additional Excavation Grid D2 Area, Fisher Plaza Phase II Construction, Seattle, Washington," dated January 2001 and prepared by Shannon & Wilson, Inc. "ERISA" means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto. "ERISA Affiliate" means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code). "ERISA Event" means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. "Eurodollar Rate" means for any Interest Period with respect to any Eurodollar Rate Loan: 5

(a) the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (b) if the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or

(a) the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on the page of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (b) if the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (c) if the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Agent as the rate of interest at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America's London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m. (London time) two Business Days prior to the first day of such Interest Period. "Eurodollar Rate Loan" means a Loan that bears interest at a rate based on the Eurodollar Rate. "Event of Default" means any of the events or circumstances specified in Section 8.01. "Event of Loss" means, with respect to any property, any of the following: (a) any loss, destruction or damage of such property; (b) any pending or threatened institution of any proceedings for the condemnation or seizure of such property or for the exercise of any right of eminent domain; or (c) any actual condemnation, seizure or taking, by exercise of the power of eminent domain or otherwise, of such property, or confiscation of such property or the requisition of the use of such property. "Existing Credit Facilities" means the following credit agreements and promissory notes: (a) that certain Credit Agreement dated as of May 26, 1998, among Fisher Communications, as borrower, the Lenders, as lenders, and Bank of America, as agent, as amended, restated, extended, supplemented or otherwise modified in writing from time to time; (b) that certain Alternate Rate Options Promissory Note (Prime Rate, LIBOR) dated September 1, 2000 made by Fisher Communications in favor of U.S. Bank National Association in the original principal amount of $10,000,000, as amended, restated, extended, supplemented or otherwise modified in writing from time to time; 6

(c) that certain Revolving Note dated January 31, 2002 made by Fisher Communications in favor of Bank of America in the original principal amount of $5,000,000, as amended, restated, extended, supplemented or otherwise modified in writing from time to time; and (d) that certain Credit Agreement dated as of June 24, 1999, among Fisher Communications, as borrower, a syndicate of lenders a party thereto, as lenders, and Bank of America, as agent, as amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Fair Market Rental Rate" means a rental rate that would be obtained in an arms'-length transaction between an informed and willing lessee and an informed and willing lessor, in each case under no compulsion to enter into such lease transaction. "Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds

(c) that certain Revolving Note dated January 31, 2002 made by Fisher Communications in favor of Bank of America in the original principal amount of $5,000,000, as amended, restated, extended, supplemented or otherwise modified in writing from time to time; and (d) that certain Credit Agreement dated as of June 24, 1999, among Fisher Communications, as borrower, a syndicate of lenders a party thereto, as lenders, and Bank of America, as agent, as amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Fair Market Rental Rate" means a rental rate that would be obtained in an arms'-length transaction between an informed and willing lessee and an informed and willing lessor, in each case under no compulsion to enter into such lease transaction. "Federal Funds Rate" means, for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Bank of America on such day on such transactions as determined by the Agent. "Fee Letter" has the meaning specified in Section 2.07. "Financial Transaction Contract" means, with respect to any Person, any agreement (including all schedules thereto, confirmations of transactions thereunder, and documents, definitions, and agreements incorporated therein by reference or relating thereto) between such Person and Bank of America or an Affiliate of Bank of America, whether or not in writing, pursuant to which Bank of America or an Affiliate of Bank of America has agreed to (a) permit daylight overdrafts to occur on accounts maintained by such Person with Bank of America or such Affiliate of Bank of America, (b) provide remote disbursement services for such Person, (c) process automated clearing house (ACH) transactions for the account of such Person or (d) extend credit to such Person, in the form of credit card accounts and merchant card accounts, and, unless the context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing. "Fisher Broadcasting" means Fisher Broadcasting Company, a Washington corporation. "Fisher Broadcasting Credit Documents" means, collectively, (a) that certain Credit Agreement dated as of March 21, 2002 (the "Credit Agreement"), among Fisher Broadcasting, as borrower, the Subsidiaries of Fisher Broadcasting named therein, as guarantors, the lenders named therein, as lenders, First Union National Bank, as administrative agent, and Bank of America and The Bank of New York, as co-syndication agents, and (b) all promissory notes, deeds of trust, mortgages, security agreements, assignments, certificates, indemnity agreements and other credit, security or other documents executed or to be executed by Fisher Broadcasting 7

or any of its Subsidiaries in connection with the Credit Agreement, as any thereof may be amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Fisher Communications" means Fisher Communications, Inc., a Washington corporation. "Fisher Communications Forward Sale Documents" means, collectively, (a) that certain Variable Forward ("Prepaid Forward") on Common Shares of SAFECO Corporation, Indicative Terms dated as of March 21, 2002, between Fisher Communications and Merrill Lynch International, (b) that certain ISDA Master Agreement dated as of March 21, 2002, between Fisher Communications and Merrill Lynch International and the Schedule attached thereto and (c) that certain Confirmation of OTC Variable Forward Sale Transaction dated as of March 21, 2002, between Fisher Communications and Merrill Lynch International, as any thereof may be amended, restated, extended, supplemented or otherwise modified in writing from time to time.

or any of its Subsidiaries in connection with the Credit Agreement, as any thereof may be amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Fisher Communications" means Fisher Communications, Inc., a Washington corporation. "Fisher Communications Forward Sale Documents" means, collectively, (a) that certain Variable Forward ("Prepaid Forward") on Common Shares of SAFECO Corporation, Indicative Terms dated as of March 21, 2002, between Fisher Communications and Merrill Lynch International, (b) that certain ISDA Master Agreement dated as of March 21, 2002, between Fisher Communications and Merrill Lynch International and the Schedule attached thereto and (c) that certain Confirmation of OTC Variable Forward Sale Transaction dated as of March 21, 2002, between Fisher Communications and Merrill Lynch International, as any thereof may be amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Fisher Communications Margin Loan Agreement" means The Investor CreditLine/TM/ Service Client Agreement dated February 20, 2002 made by Fisher Communications for the benefit of Merrill Lynch, Pierce, Fenner & Smith Incorporated, as amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Fisher Entertainment" means Fisher Entertainment, L.L.C., a Delaware limited liability company. "Fisher Mills" means Fisher Mills Inc., a Washington corporation. "Fisher Pathways" means Fisher Pathways, Inc., a Washington corporation. "Fisher Plaza" means the real property, improvements and equipment located or to be located on the real property legally described on Schedule 1.01, commonly known as Fisher Plaza, Phases I and II. "Fisher Properties" means Fisher Properties Inc., a Washington corporation. "Flood Hazard Property" has the meaning specified in Section 4.01(b). "Foreign Lender" has the meaning specified in Section 10.17(a). "FRB" means the Board of Governors of the Federal Reserve System of the United States of America. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied. 8 "Governmental Authority" means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. "Guarantors" means, collectively, Fisher Communications, Fisher Properties, Fisher Pathways and Fisher Entertainment. "Guaranties" means, together, (i) the Guaranty Agreement made by Fisher Communications in favor of the Agent on behalf of the Lenders, substantially in the form of Exhibit E-1 and (ii) the Guaranty Agreement made by the Guarantors other than Fisher Communications in favor of the Agent on behalf of the Lenders, substantially in the

"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative tribunal, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing. "Guarantors" means, collectively, Fisher Communications, Fisher Properties, Fisher Pathways and Fisher Entertainment. "Guaranties" means, together, (i) the Guaranty Agreement made by Fisher Communications in favor of the Agent on behalf of the Lenders, substantially in the form of Exhibit E-1 and (ii) the Guaranty Agreement made by the Guarantors other than Fisher Communications in favor of the Agent on behalf of the Lenders, substantially in the form of Exhibit E-2. "Guaranty Obligation" means, as to any Person, any (a) any obligation, contingent or otherwise, of such Person guarantying or having the economic effect of guarantying any Indebtedness or other obligation payable or performable by another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person. The amount of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guaranty Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guarantying Person in good faith. "Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestoscontaining materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law. "Indebtedness" means, as to any Person at a particular time, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 9

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations under any Swap Contract in an amount equal to the Swap Termination Value thereof; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) capital leases and Synthetic Lease Obligations; and

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers' acceptances, bank guaranties, surety bonds and similar instruments; (c) net obligations under any Swap Contract in an amount equal to the Swap Termination Value thereof; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) capital leases and Synthetic Lease Obligations; and (g) all Guaranty Obligations of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person (subject only to customary exceptions acceptable to the Required Lenders). The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. "Indemnified Liabilities" has the meaning set forth in Section 10.05. "Indemnitees" has the meaning set forth in Section 10.05. "Intangible Assets" means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trade marks, patents, unamortized deferred charges, unamortized debt discount and capitalized research and development costs. "Interest Payment Date" means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date. "Interest Period" means the period commencing on the date such Eurodollar Rate Loan is disbursed or (in the case of any Eurodollar Rate Loan) converted to or continued as a Eurodollar 10 Rate Loan and ending on the date one, two or three months thereafter, as selected by the Borrower in its Loan Notice; provided that: (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (iii) no Interest Period shall extend beyond the scheduled Maturity Date. "Investment" means, as to any Person, any acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital

Rate Loan and ending on the date one, two or three months thereafter, as selected by the Borrower in its Loan Notice; provided that: (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (iii) no Interest Period shall extend beyond the scheduled Maturity Date. "Investment" means, as to any Person, any acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, guaranty of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. "IP Rights" has the meaning set forth in Section 5.17. "IRS" means the United States Internal Revenue Service. "Laws" means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. "Lender" has the meaning specified in the introductory paragraph hereto. "Lending Office" means, as to any Lender, the office or offices of such Lender described as such on Schedule 10.02, or such other office or offices as a Lender may from time to time notify the Borrower and the Agent. "Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform 11

Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable. "Loan" has the meaning specified in Section 2.01. "Loan Documents" means this Agreement, each Note, each Fee Letter, each Loan Notice, each Compliance Certificate, the Certificate and Indemnity Agreement, each Security Document and the Guaranties, as any thereof may be amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Loan Notice" means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of

Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable. "Loan" has the meaning specified in Section 2.01. "Loan Documents" means this Agreement, each Note, each Fee Letter, each Loan Notice, each Compliance Certificate, the Certificate and Indemnity Agreement, each Security Document and the Guaranties, as any thereof may be amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Loan Notice" means a notice of (a) a conversion of Loans from one Type to the other, or (b) a continuation of Loans as the same Type, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. "Loan Parties" means, collectively, the Borrower and each Guarantor. "Master Services Agreement" means that certain Master Services Agreement dated as of February 22, 2002, between the Borrower, as property owner, and Seattle TV, as customer, as amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Material Adverse Effect" means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party of any Loan Document to which it is a party. "Maturity Date" means (a) February 28, 2005, or (b) such earlier date upon which the Aggregate Commitments may be terminated in accordance with the terms hereof. "Multiemployer Plan" means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding three calendar years, has made or been obligated to make contributions. "Net Issuance Proceeds" means, as to any issuance of debt or equity by any Person, cash proceeds and noncash proceeds received or receivable by such Person in connection therewith, net of reasonable out-of-pocket costs and expenses paid or incurred in connection therewith in favor of any Person not an Affiliate of such Person. "Net Proceeds" means, as to any Disposition by a Person, proceeds in cash, checks or other cash equivalent financial instruments as and when received by such Person, net of: (a) the direct costs relating to such Disposition, excluding amounts payable to such Person or any Affiliate of such Person, (b) sale, use or other transaction taxes paid or payable by such Person as a direct result thereof, (c) income taxes paid or payable by such Person as a direct result of gains recognized on such Disposition, (d) amounts required to be applied to repay principal, interest, and prepayment premiums and penalties on Indebtedness secured by a Lien on the asset which is the subject of such Disposition and (e) amounts required to be reinvested by such Person or 12 applied to repay principal, interest, prepayment premiums and penalties and other amounts due in respect of Indebtedness arising under the Fisher Broadcasting Credit Documents, if and to the extent that (1) the asset which is the subject of such Disposition is property of Fisher Broadcasting or a Subsidiary of Fisher Broadcasting and (2) the terms of the Fisher Broadcasting Credit Documents expressly require that such amounts be reinvested or applied to such Indebtedness. "Net Proceeds" shall also include proceeds paid on account of any Event of Loss, net of (i) all money actually applied to repair or reconstruct the damaged property or property affected by the condemnation or taking, (ii) all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, (iii) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments and (iv) any amounts required to be reinvested or applied to repay principal, interest, prepayment premiums and penalties and other amounts due in respect of Indebtedness arising under the Fisher Broadcasting Credit Documents, if and to the extent that (A) the asset which is the subject of the

applied to repay principal, interest, prepayment premiums and penalties and other amounts due in respect of Indebtedness arising under the Fisher Broadcasting Credit Documents, if and to the extent that (1) the asset which is the subject of such Disposition is property of Fisher Broadcasting or a Subsidiary of Fisher Broadcasting and (2) the terms of the Fisher Broadcasting Credit Documents expressly require that such amounts be reinvested or applied to such Indebtedness. "Net Proceeds" shall also include proceeds paid on account of any Event of Loss, net of (i) all money actually applied to repair or reconstruct the damaged property or property affected by the condemnation or taking, (ii) all of the costs and expenses reasonably incurred in connection with the collection of such proceeds, award or other payments, (iii) any amounts retained by or paid to parties having superior rights to such proceeds, awards or other payments and (iv) any amounts required to be reinvested or applied to repay principal, interest, prepayment premiums and penalties and other amounts due in respect of Indebtedness arising under the Fisher Broadcasting Credit Documents, if and to the extent that (A) the asset which is the subject of the Event of Loss is property of Fisher Broadcasting or a Subsidiary of Fisher Broadcasting and (B) the terms of the Fisher Broadcasting Credit Documents expressly require that such amounts be reinvested or applied to such Indebtedness. "Non-Broadcasting Subsidiaries" means the Subsidiaries of Fisher Communications other than Fisher Broadcasting and the Subsidiaries of Fisher Broadcasting. "Notes" means, collectively, the promissory notes made by the Borrower in favor of each Lender evidencing Loans made by such Lender, substantially in the form of Exhibit B. "Obligations" means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest that accrues after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding. "Organization Documents" means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; and (b) with respect to any limited liability company, the articles of formation and operating agreement, in each case as any thereof may be amended from time to time. "Outstanding Amount" means on any date, the aggregate outstanding principal amount of the Loans after giving effect to any prepayments or repayments of the Loans occurring on such date. "Participant" has the meaning specified in Section 10.07(d). "PBGC" means the Pension Benefit Guaranty Corporation. "Pension Plan" means any "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of 13

a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years. "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Plan" means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate. "Register" has the meaning set forth in Section 10.07(c). "Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which

a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years. "Person" means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. "Plan" means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate. "Register" has the meaning set forth in Section 10.07(c). "Reportable Event" means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. "Required Lenders" means, as of any date of determination, at least two Lenders whose Voting Percentages aggregate 66-2/3% or more. "Responsible Officer" means, (a) with respect to any Loan Party that is a corporation, the sole director, the president, the secretary or the assistant secretary of such Loan Party and (b) with respect to any Loan Party that is a limited liability company, any manager, the president, the secretary or the assistant secretary of such Loan Party. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, company and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. "Restricted Payment" means any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock of the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or of any option, warrant or other right to acquire any such capital stock. "Seattle Radio" means Fisher Broadcasting - Seattle Radio, L.L.C., a Delaware limited liability company. "Seattle TV" means Fisher Broadcasting - Seattle TV, L.L.C., a Delaware limited liability company. "Security Documents" means, collectively, the Deed of Trust and any Uniform Commercial Code financing statements, as any thereof may be amended, restated, extended, supplemented or otherwise modified in writing from time to time. "Solvent" means, with respect to any Person, that as of the date of determination both (i) (a) the then fair saleable value of the property of such Person is (1) greater than the total amount of liabilities (including contingent liabilities) of such person and (2) not less than the amount that will be required to pay the probable liabilities on such Person's then-existing debts as they become absolute and matured considering all financing alternatives and potential asset 14

sales reasonably available to such Person; (b) such Person's capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (c) such Person does not intend to incur, or believe) nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (ii) such Person is "solvent" within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. "Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other

sales reasonably available to such Person; (b) such Person's capital is not unreasonably small in relation to its business or any contemplated or undertaken transaction; and (c) such Person does not intend to incur, or believe) nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they become due; and (ii) such Person is "solvent" within the meaning given that term and similar terms under applicable laws relating to fraudulent transfers and conveyances. For purposes of this definition, the amount of any contingent liability at any time shall be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability. "Subsidiary" of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower. "Subordination Agreement" means a Subordination, Nondisturbance and Attornment Agreement, substantially in the form of Exhibit H. "Swap Contract" means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement. "Swap Termination Value" means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include any Lender). 15 "Synthetic Lease Obligation" means the monetary obligation of a Person under (a) a so-called synthetic, offbalance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). "Threshold Amount" means $1,000,000. "Type" means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. "Unfunded Pension Liability" means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year.

"Synthetic Lease Obligation" means the monetary obligation of a Person under (a) a so-called synthetic, offbalance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). "Threshold Amount" means $1,000,000. "Type" means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. "Unfunded Pension Liability" means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. "U.S. Bank" means U.S. Bank National Association, a national banking association. "Voting Percentage" means, as to any Lender, the percentage (carried out to the ninth decimal place) which (a) the Outstanding Amount of such Lender's Loans, then comprises of (b) the Outstanding Amount of all Loans. 1.02 OTHER INTERPRETIVE PROVISIONS. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. (b) (i) The words "herein" and "hereunder" and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. (ii) Article, Section, Exhibit and Schedule references are to the Loan Document in which such reference appears. (iii) The term "including" is by way of example and not limitation. (iv) The term "documents" includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced, whether in physical or electronic form. (c) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including;" the words "to" and "until" each mean "to but excluding;" and the word "through" means "to and including." 16

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 1.03 Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited consolidated financial statements of Fisher Communications and its Subsidiaries for the fiscal year ended December 31, 2000, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be

(d) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 1.03 Accounting Terms. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited consolidated financial statements of Fisher Communications and its Subsidiaries for the fiscal year ended December 31, 2000, except as otherwise specifically prescribed herein. (b) If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. 1.04 Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 1.05 References to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. SECTION 2. THE LOANS 2.01 The Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make a single loan (each such loan, a "Loan") to the Borrower on the Closing Date in the amount set forth opposite such Lender's name below: 17
Lender Amount -----------------------------------------------------------------------Bank of America, N.A. $30,000,000 U.S. Bank National Association Total $30,000,000 ----------$60,000,000

Loans which are repaid or prepaid by the Borrower may not be reborrowed. 2.02 CONVERSIONS AND CONTINUATIONS OF LOANS. (a) Each conversion of Loans from one Type to the other, and each continuation of Loans as the same Type shall be made upon the Borrower's irrevocable notice to the Agent, which may be given by telephone. Each such notice must be received by the Agent not later than 11:00 a.m., Seattle time, three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each such telephonic notice must be confirmed promptly by delivery to the

Lender Amount -----------------------------------------------------------------------Bank of America, N.A. $30,000,000 U.S. Bank National Association Total $30,000,000 ----------$60,000,000

Loans which are repaid or prepaid by the Borrower may not be reborrowed. 2.02 CONVERSIONS AND CONTINUATIONS OF LOANS. (a) Each conversion of Loans from one Type to the other, and each continuation of Loans as the same Type shall be made upon the Borrower's irrevocable notice to the Agent, which may be given by telephone. Each such notice must be received by the Agent not later than 11:00 a.m., Seattle time, three Business Days prior to the requested date of any conversion to or continuation of Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Loans. Each such telephonic notice must be confirmed promptly by delivery to the Agent of a written Loan Notice, appropriately completed and signed by a Responsible Officer of the Borrower. Each conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Loan Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a conversion of Loans from one Type to the other or a continuation of Loans as the same Type, (ii) the requested date of the conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be converted or continued, (iv) the Type of Loans to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrower fails to specify a Type of Loan in a Loan Notice or if the Borrower fails to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be continued as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrower requests a conversion to, or continuation of Eurodollar Rate Loans in any such Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. (b) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan. During the existence of a Default or Event of Default, no Loans may be converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans. (c) The Agent shall promptly notify the Borrower and the Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination of such interest rate. The determination of the Eurodollar Rate by the Agent shall be conclusive in the absence of manifest error. The Agent shall notify the Borrower and the Lenders of any change in Bank of America's prime rate used in determining the Base Rate promptly following the public announcement of such change. 18

(d) After giving effect to all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to Loans. 2.03 Optional Prepayments. The Borrower may, upon notice to the Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m., Seattle time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Agent will promptly notify each Lender of its

(d) After giving effect to all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than five Interest Periods in effect with respect to Loans. 2.03 Optional Prepayments. The Borrower may, upon notice to the Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Agent not later than 11:00 a.m., Seattle time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with Section 2.11. 2.04 MANDATORY PREPAYMENTS. (a) If, as of the date of the Agent's receipt of the As-Completed Appraisal, the Outstanding Amount of all Loans exceeds 65% of the fair market value of Fisher Plaza based solely on the income valuation method of appraisal as set forth in the As-Completed Appraisal, then the Borrower shall promptly, and in no event later than 15 days after the Agent's receipt of the As-Completed Appraisal, prepay Loans in an aggregate amount equal to such excess. (b) If any Loan Party, Fisher Mills or Fisher Broadcasting shall at any time or from time to time make or agree to make a Disposition, or shall suffer an Event of Loss, in each case, other than in respect of Fisher Plaza, then (i) the Borrower shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Proceeds to be received by the such Loan Party in respect thereof) and (ii) promptly upon, and in no event later than 30 days after, receipt by such Loan Party of the Net Proceeds of such Disposition or Event of Loss, the Borrower shall prepay Loans in an aggregate amount equal to the amount of such Net Proceeds; provided, however, that so long as no Default or Event of Default exists or would result therefrom, the Borrower may accept from and retain 50% of the first $16,000,000 of the Net Proceeds of Dispositions and Events of Loss received by any of the Loan Parties, and use such Net Proceeds to make capital expenditures related to the completion of Fisher Plaza. (c) If any Loan Party shall issue new debt (other than a borrowing under the Fisher Communications Margin Loan Agreement or the Fisher Communications Forward Sale Documents) or equity (including equity issued in connection with the exercise of options rights), the Borrower shall promptly notify the Agent of the estimated Net Issuance Proceeds of such issuance to be received by such Loan Party in respect thereof. Promptly upon, and in no event later than 30 days after, receipt by such Loan Party of Net Issuance Proceeds of such issuance, 19 the Borrower shall prepay the Loans in an aggregate amount equal to the amount of such Net Issuance Proceeds; provided, however, that in the case of Net Issuance Proceeds of equity issued in connection with the exercise of stock options, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Issuance Proceeds in arrears on the last Business Day of each March, June, September and December. (d) Any prepayments pursuant to this Section 2.04 shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Rate Loans with the shortest Interest Periods remaining. The Borrower shall pay, together with each prepayment under this Section 2.04, accrued interest on the amount prepaid together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with Section 2.11. 2.05 Repayment of Loans. The Borrower shall repay to the Lenders from the Net Proceeds of Dispositions and Events of Loss received from the Loan Parties pursuant to Section 2.04(b), Loans in an aggregate amount of not

the Borrower shall prepay the Loans in an aggregate amount equal to the amount of such Net Issuance Proceeds; provided, however, that in the case of Net Issuance Proceeds of equity issued in connection with the exercise of stock options, the Borrower shall prepay the Loans in an aggregate amount equal to such Net Issuance Proceeds in arrears on the last Business Day of each March, June, September and December. (d) Any prepayments pursuant to this Section 2.04 shall be applied first to any Base Rate Loans then outstanding and then to Eurodollar Rate Loans with the shortest Interest Periods remaining. The Borrower shall pay, together with each prepayment under this Section 2.04, accrued interest on the amount prepaid together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with Section 2.11. 2.05 Repayment of Loans. The Borrower shall repay to the Lenders from the Net Proceeds of Dispositions and Events of Loss received from the Loan Parties pursuant to Section 2.04(b), Loans in an aggregate amount of not less than $6,000,000 on or before December 31, 2002; provided, however, that if the Borrower fails to perform or observe any term, covenant or agreement contained in Section 6.02(d), the aggregate amount of Loans to be repaid to the Lenders pursuant to this Section on or before December 31, 2002 shall be not less than $7,000,000. The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of Loans outstanding on such date. 2.06 INTEREST. (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Rate. (b) While any Event of Default exists or after acceleration, the Borrower shall pay interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 2.07 Upfront Fee; Arrangement and Agency Fees. The Borrower shall pay (a) an upfront fee to the Agent, for the account of the Lenders, (b) an arrangement fee to the Arranger for the Arranger's own account, and (c) an agency fee to the Agent for the Agent's own account, in the amounts and at the times specified in the letter agreement, dated February 15, 2002 (the 20 "Fee Letter"), between the Borrower, the Arranger and the Agent. Such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever. 2.08 Computation of Interest and Fees. Interest on Base Rate Loans shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield to the payee thereof than a method based on a year of 365 or 366 days. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day.

"Fee Letter"), between the Borrower, the Arranger and the Agent. Such fees shall be fully earned when paid and shall be nonrefundable for any reason whatsoever. 2.08 Computation of Interest and Fees. Interest on Base Rate Loans shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield to the payee thereof than a method based on a year of 365 or 366 days. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day. 2.09 Evidence of Loans. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Agent in the ordinary course of business. The accounts or records maintained by the Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrower hereunder to pay any amount owing with respect to the Loans. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Agent in respect of such matters, the accounts and records of the Agent shall control in the absence of manifest error. Upon the request of any Lender made through the Agent, such Lender's Loans may be evidenced by a Note, in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of the applicable Loans and payments with respect thereto. 2.10 PAYMENTS GENERALLY. (a) All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Agent, for the account of the respective Lenders to which such payment is owed, at the Agent's Office in Dollars and in immediately available funds not later than 12:00 noon, Seattle time, on the date specified herein. The Agent will promptly distribute to each Lender its applicable share as provided herein of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Agent after 12:00 noon, Seattle time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of "Interest Period," if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be (c) On each date when the payment of any principal, interest or fees are due hereunder or under any Note, the Borrower agrees to maintain on deposit in an ordinary checking account maintained by the Borrower with Bank of America (as such account shall be designated 21 by the Borrower in a written notice to the Agent from time to time, the "Borrower Account") an amount sufficient to pay such principal, interest or fees in full. The Borrower hereby authorizes the Agent (i) to deduct automatically all principal, interest or fees when due hereunder or under the Notes from the Borrower Account, and (ii) if and to the extent any payment under this Agreement or any other Loan Document is not made when due, to deduct automatically any such amount from any or all of the accounts of the Borrower maintained with Bank of America. The Agent agrees to provide timely notice to the Borrower of any automatic deduction made pursuant to this subsection (c). (d) Unless the Borrower or any Lender has notified the Agent prior to the date any payment is required to be made by it to the Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Agent in immediately available funds, then:

by the Borrower in a written notice to the Agent from time to time, the "Borrower Account") an amount sufficient to pay such principal, interest or fees in full. The Borrower hereby authorizes the Agent (i) to deduct automatically all principal, interest or fees when due hereunder or under the Notes from the Borrower Account, and (ii) if and to the extent any payment under this Agreement or any other Loan Document is not made when due, to deduct automatically any such amount from any or all of the accounts of the Borrower maintained with Bank of America. The Agent agrees to provide timely notice to the Borrower of any automatic deduction made pursuant to this subsection (c). (d) Unless the Borrower or any Lender has notified the Agent prior to the date any payment is required to be made by it to the Agent hereunder, that the Borrower or such Lender, as the case may be, will not make such payment, the Agent may assume that the Borrower or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Agent in immediately available funds, then: (i) if the Borrower failed to make such payment, each Lender shall forthwith on demand repay to the Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Agent to such Lender to the date such amount is repaid to the Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and (ii) if any Lender ailed to make such payment, such Lender shall forthwith on demand pay to the Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Agent to the Borrower to the date such amount is recovered by the Agent (the "Compensation Period") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Agent, then such amount shall constitute such Lender's Loan, as the case may be, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Agent's demand therefor, the Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. A notice of the Agent to any Lender with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. (e) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 22

2.11 APPLICATION OF PAYMENTS. (a) Each payment under this Agreement or any Note shall be applied (a) first, toward reasonable costs and expenses (including Attorney Costs and amounts payable under Section 3) incurred by the Agent and each Lender, (b) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (c) third, if the aggregate outstanding principal amount of the Loan of U.S. Bank exceeds $20,000,000, then toward repayment of principal of U.S. Bank's Loan until the aggregate outstanding principal amount of U.S. Bank's Loan equals $20,000,000, and (d) fourth, toward repayment of principal of the Loans, 60% of such payment to the principal of Bank of America's Loan and 40% of such payment to the principal of U.S. Bank's Loan. (b) Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Loan Documents or in respect of the Collateral shall be paid over or delivered as follows:

2.11 APPLICATION OF PAYMENTS. (a) Each payment under this Agreement or any Note shall be applied (a) first, toward reasonable costs and expenses (including Attorney Costs and amounts payable under Section 3) incurred by the Agent and each Lender, (b) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (c) third, if the aggregate outstanding principal amount of the Loan of U.S. Bank exceeds $20,000,000, then toward repayment of principal of U.S. Bank's Loan until the aggregate outstanding principal amount of U.S. Bank's Loan equals $20,000,000, and (d) fourth, toward repayment of principal of the Loans, 60% of such payment to the principal of Bank of America's Loan and 40% of such payment to the principal of U.S. Bank's Loan. (b) Notwithstanding any other provisions of this Agreement to the contrary, after the occurrence and during the continuance of an Event of Default, all amounts collected or received by the Agent or any Lender on account of the Obligations or any other amounts outstanding under any of the Loan Documents or in respect of the Collateral shall be paid over or delivered as follows: (i) FIRST, to the payment of all reasonable costs and expenses (including Attorney Costs and amounts payable under Section 3) incurred by the Agent in connection with enforcing the rights of the Lenders under the Loan Documents and any protective advances made by the Agent with respect to the Collateral under or pursuant to the terms of the Security Documents; (ii) SECOND, to payment of any fees owed to the Agent; (iii) THIRD, to the payment of all reasonable costs and expenses (including Attorney Costs and amounts payable under Section 3) incurred by the Agent each of the Lenders in connection with enforcing its rights under the Loan Documents or otherwise with respect to the Obligations owing to such Lender; (iv) FOURTH, to payment of interest and fees then due under this Agreement, ratably among the Lenders in accordance with the amounts of interest and fees then due to each Lender; (v) FIFTH, if the aggregate outstanding principal amount of the Loan of U.S. Bank exceeds $20,000,000, to payment of principal of U.S. Bank's Loan until the aggregate outstanding principal amount of U.S. Bank's Loan equals $20,000,000; (vi) SIXTH, ratably to payment of principal of the Loans, 60% of such amount to the principal of Bank of America's Loan and 40% of such amount to the principal of U.S. Bank's Loan; (vii) SEVENTH, to payment of any amounts payable by any Loan Party under any Financial Transaction Contract; 23

(viii) EIGHTH, to all other Obligations and other obligations which shall have become due and payable under the Loan Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SEVENTH" above; and (ix) NINTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category. 2.12 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans pro rata with each of them; provided, however, that if all or any portion of such excess

(viii) EIGHTH, to all other Obligations and other obligations which shall have become due and payable under the Loan Documents or otherwise and not repaid pursuant to clauses "FIRST" through "SEVENTH" above; and (ix) NINTH, to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus. In carrying out the foregoing, amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category. 2.12 Sharing of Payments. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loans pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to Section 10.09 with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. SECTION 3. TAXES, YIELD PROTECTION AND ILLEGALITY 3.01 TAXES. (a) Any and all payments by the Borrower to or for the account of the Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which the Agent or such Lender, as the case may be, is organized or 24 maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), the Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as "Other Taxes").

maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), the Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrower shall furnish to the Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as "Other Taxes"). (c) If the Borrower shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Agent or any Lender, the Borrower shall also pay to the Agent (for the account of such Lender) or to such Lender, at the time interest is paid, such additional amount that such Lender specifies is necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Lender would have received if such Taxes or Other Taxes had not been imposed. (d) The Borrower agrees to indemnify the Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Agent and such Lender, (ii) amounts payable under Section 3.01(c) and (iii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, in each case whether or not such Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Agent makes a demand therefor. 3.02 Illegality. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Agent, any obligation of such Lender to continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such 25

prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. 3.03 Inability to Determine Rates. If the Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (c) the Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan, the Agent will promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a conversion or continuation of Eurodollar Rate Loans.

prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. 3.03 Inability to Determine Rates. If the Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (c) the Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan, the Agent will promptly notify the Borrower and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Agent revokes such notice. Upon receipt of such notice, the Borrower may revoke any pending request for a conversion or continuation of Eurodollar Rate Loans. 3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY. (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans or (as the case may be), or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by Section 3.04(c), then from time to time upon demand of such Lender (with a copy of such demand to the Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Agent), the Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction. (c) The Borrower shall pay to each Lender, as long as such Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional interest on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which 26 determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days' prior notice (with a copy to the Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice. 3.05 Funding Losses. Upon demand of any Lender (with a copy to the Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (b) any failure by the Borrower to prepay, continue or convert any Loan other than a Base Rate Loan on the date

determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days' prior notice (with a copy to the Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice. 3.05 Funding Losses. Upon demand of any Lender (with a copy to the Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (b) any failure by the Borrower to prepay, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 3.06 Matters Applicable to all Requests for Compensation. A certificate of the Agent or any Lender claiming compensation under this Section 3 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Agent or such Lender may use any reasonable averaging and attribution methods. 3.07 Survival. All of the Borrower's obligations under this Section 3 shall survive termination of the Aggregate Commitments and repayment of all other Obligations. SECTION 4. CONDITIONS PRECEDENT TO BORROWING
4.01 make its Loan precedent: (a) Conditions of Borrowing. The obligation of each Lender to hereunder is subject to satisfaction of the following conditions

Unless waived by all the Lenders (or by the Agent with respect

to immaterial matters or items specified in clause (iv) or (v) below with respect to which the Borrower has given assurances satisfactory to the Agent that such items shall be delivered promptly following the Closing Date), the Agent's receipt of the following, each of which shall be originals or, except as otherwise specified, facsimiles (followed promptly by originals), each properly 27

executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Agent and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Agent, each Lender and the Borrower; (ii) original Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal

executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance satisfactory to the Agent and its legal counsel: (i) executed counterparts of this Agreement, sufficient in number for distribution to the Agent, each Lender and the Borrower; (ii) original Notes executed by the Borrower in favor of each Lender requesting such a Note, each in a principal amount equal to such Lender's Commitment; (iii) original executed counterparts of each Guaranty, sufficient in number for distribution to the Agent, each Lender and the Borrower; (iv) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Agent may require to establish the identities of and verify the authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (v) such evidence as the Agent may reasonably require to verify that each Loan Party is duly organized or formed, validly existing, in good standing and qualified to engage in business in each jurisdiction in which it is required to be qualified to engage in business, including certified copies of each Loan Party's Organization Documents, certificates of good standing and/or qualification to engage in business and tax clearance certificates; (vi) a certificate signed by a Responsible Officer of the Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, and (B) that there has been no event or circumstance since December 31, 2001 which has or could be reasonably expected to have a Material Adverse Effect; (vii) an opinion of counsel to each Loan Party substantially in the form of Exhibit I; (viii) such other assurances, certificates, documents, consents or opinions as the Agent or the Required Lenders reasonably may require. (b) Unless waived by all the Lenders, the Agent's receipt of the following, each of which shall be originals or, except as otherwise specified, facsimiles (followed promptly by originals), each properly executed by a Responsible Officer of the Borrower, each dated the Closing Date and each in form and substance satisfactory to the Agent and its legal counsel: (i) executed and notarized original Deed of Trust in proper form for recording in King County, Washington, encumbering Fisher Plaza;
(ii) (A) ALTA extended coverage lender's title insurance policy (1970 form with 1984 amendments) or unconditional commitment therefor (the "Title Policy") issued by Chicago Title -----------Insurance Company (the "Title Company"), in an amount not less than --------------

28

the Aggregate Commitments, insuring fee simple title to Fisher Plaza vested in the Borrower and assuring the Agent that the Deed of Trust creates a valid and enforceable Lien on Fisher Plaza as security for the Secured Obligations (as defined in the Deed of Trust) prior and superior in right to any other Person, subject only to a standard survey exception and other exceptions approved by the Lenders in writing, which Title Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by the Agent or any Lender and (2) shall provide for affirmative insurance and such reinsurance as the Agent or any Lender may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent and the Lenders; and (B)

the Aggregate Commitments, insuring fee simple title to Fisher Plaza vested in the Borrower and assuring the Agent that the Deed of Trust creates a valid and enforceable Lien on Fisher Plaza as security for the Secured Obligations (as defined in the Deed of Trust) prior and superior in right to any other Person, subject only to a standard survey exception and other exceptions approved by the Lenders in writing, which Title Policy (1) shall include an endorsement for mechanics' liens, for future advances under this Agreement and for any other matters reasonably requested by the Agent or any Lender and (2) shall provide for affirmative insurance and such reinsurance as the Agent or any Lender may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Agent and the Lenders; and (B) evidence satisfactory to the Agent that the Borrower has (1) delivered to the Title Company all certificates and affidavits required by the Title Company in connection with the issuance of the Title Policy and (2) paid to the Title Company or to the appropriate Governmental Authorities all expenses and premiums of the Title Company in connection with the issuance of the Title Policy and all recording and stamp taxes payable in connection with recording the Deed of Trust in the King County, Washington real estate records; (iii) copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy; (iv) (A) evidence, which may be in the form of a letter from an insurance broker or a municipal engineer, as to whether (1) Fisher Plaza is located in an area designated by the Federal Emergency Management Agency as having special flood or mud slide hazards (a "Flood Hazard Property") and (2) the community in which Fisher Plaza is located is participating in the National Flood Insurance Program, (B) if Fisher Plaza is a Flood Hazard Property, the Borrower's written acknowledgement of receipt of written notification from the Agent (1) as to whether Fisher Plaza is a Flood Hazard Property and (2) as to whether the community in which Fisher Plaza is located is participating in the National Flood Insurance Program, and (C) in the event Fisher Plaza is a Flood Hazard Property and the community in which it is located participates in the National Flood Insurance Program, evidence that the Borrower has obtained flood insurance in respect of Fisher Plaza to the extent required under the
applicable regulations of the FRB; (v) executed original Certificate and Indemnity, sufficient in number for distribution to the Agent, each Lender and the Borrower;

(vi) copies of the Environmental Reports and each other environmental site assessment prepared by or for the Borrower with respect to Fisher Plaza, stating that, except as disclosed in the Environmental Reports, Fisher Plaza is free from Hazardous Materials and that operations conducted thereon are in compliance with all Environmental Laws; (vii) originals of Subordination Agreements executed by Seattle TV, Civia, Fisher Communications, Fisher Properties, Fisher Entertainment and Fisher Pathways with respect to the leases or other agreements entered by such Persons with respect to space occupied by such Persons in Fisher Plaza; and 29

(viii) evidence that all other actions necessary or, in the opinion of the Agent or any Lender, desirable to perfect and protect the first priority Lien created by the Security Documents, and to enhance the Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken. (c) The Agent's receipt of a construction budget indicating that the cost to complete Fisher Plaza from its state of completion as of the Closing Date is not more than the amount of capital expenditures permitted under Section 7.11, certified by a Responsible Officer of the Borrower as being the Borrower's best estimate and prepared in good faith. (d) The Agent's receipt of evidence that the Master Services Agreement is (i) in full force and effect, (ii) obligates

(viii) evidence that all other actions necessary or, in the opinion of the Agent or any Lender, desirable to perfect and protect the first priority Lien created by the Security Documents, and to enhance the Agent's ability to preserve and protect its interests in and access to the Collateral, have been taken. (c) The Agent's receipt of a construction budget indicating that the cost to complete Fisher Plaza from its state of completion as of the Closing Date is not more than the amount of capital expenditures permitted under Section 7.11, certified by a Responsible Officer of the Borrower as being the Borrower's best estimate and prepared in good faith. (d) The Agent's receipt of evidence that the Master Services Agreement is (i) in full force and effect, (ii) obligates Seattle TV to lease not less than 85,000 square feet of space at a Fair Market Rental Rate for a period commencing not later than January 1, 2005 and ending not earlier than January 1, 2012 and (iii) is in form and substance reasonably acceptable to the Lenders. (e) The Agent's receipt of evidence that all of the condition precedent to the making of the initial loans under the Fisher Broadcasting Credit Documents have been satisfied or waived. (f) The Agent's receipt of evidence that (i) all of the conditions precedent to the making of the initial loans under the Fisher Communications Margin Loan Agreement have been satisfied or waived (ii) all of the conditions precedent to the transactions contemplated by the Fisher Communications Forward Sale Documents have been satisfied or waived and (iii) Fisher Communications shall have received the proceeds of the initial loans made under the Fisher Communications Margin Loan Agreement in an amount not less than $40,000,000 and applied such proceeds to the loans made under the agreement described in clause (a) of the definition of Existing Credit Facilities. (g) The Agent's receipt of evidence that each of the Existing Credit Facilities has been or concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Facilities have been or concurrently with the Closing Date are being released. (h) The Agent's receipt of a certificate from the Borrower's insurance broker or other evidence satisfactory to the Agent that all insurance required to be maintained pursuant to Article 4 of the Deed of Trust is in full force and effect and that the Agent on behalf of itself and the Lenders has been named as additional insured and/or loss payee thereunder to the extent required under Article 4 of the Deed of Trust. (i) Any fees required to be paid on or before the Closing Date shall have been paid. (j) Unless waived by the Agent, the Borrower shall have paid all Attorney Costs of the Agent to the extent invoiced prior to or on the Closing Date, plus such additional amounts of Attorney Costs as shall constitute its reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Agent). 30

4.02 Conditions to all Conversions and Continuations. The obligation of each Lender to convert Loans to the other Type, or a continue Loans as the same Type is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained Section 5, or which are contained in any document furnished at any time under in or in connection herewith, shall be true and correct on and as of the date of such proposed conversion or continuation, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) No Default or Event of Default shall exist, or would result from such proposed conversion or continuation.

4.02 Conditions to all Conversions and Continuations. The obligation of each Lender to convert Loans to the other Type, or a continue Loans as the same Type is subject to the following conditions precedent: (a) The representations and warranties of the Borrower contained Section 5, or which are contained in any document furnished at any time under in or in connection herewith, shall be true and correct on and as of the date of such proposed conversion or continuation, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) No Default or Event of Default shall exist, or would result from such proposed conversion or continuation. (c) The Agent shall have received a Loan Notice in accordance with the requirements hereof. (d) The Agent shall have received, in form and substance satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Agent or the Required Lenders reasonably may require. Each Loan Notice submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable conversion or continuation. SECTION 5. REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to the Agent and the Lenders that: 5.01 Existence, Qualification and Power; Compliance with Laws. Each Loan Party (a) is a corporation or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all governmental licenses, authorizations, consents and approvals to own its assets, carry on its business and to execute, deliver, and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, except in each case referred to in clause (c) or this clause (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Law. 31

5.03 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (except for recordings in connection with the Liens granted to the Agent under the Security Documents) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document. 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms. 5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

5.03 Governmental Authorization. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority (except for recordings in connection with the Liens granted to the Agent under the Security Documents) is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document. 5.04 Binding Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms. 5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT. (a) The unaudited consolidated and consolidating balance sheet of the Fisher Communications and the NonBroadcasting Subsidiaries as at December 31, 2001 and the related consolidated and consolidating statements of income or operations, shareholders' equity and cash flows for the year then ended (the "Financial Statements") (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Fisher Communications and the Non-Broadcasting Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of Fisher Communications and the Non-Broadcasting Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness. (b) Since the date of the Financial Statements, there has been no event or circumstance that has had or could reasonably be expected to have a Material Adverse Effect. 5.06 Litigation. Except as specifically disclosed in Schedule 5.06, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) if determined adversely, could reasonably be expected to have a Material Adverse Effect. 5.07 No Default. Neither the Borrower nor any Subsidiary is in default under or with respect to any Contractual Obligation that could be reasonably expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. 5.08 Ownership of Property; Liens. Each of the Borrower and its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could 32 not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. 5.09 Tenants. A complete list of the tenants of Fisher Plaza as of the Closing Date is set forth in Schedule 5.09, and such list accurately sets forth for each such tenant (a) the number of square feet leased by such tenant, (b) the term of such tenant's lease and extension terms, if any and (c) the premises fees payable by such tenant, including rental payments and common area maintenance fees. 5.10 ENVIRONMENTAL COMPLIANCE. (a) Except as described in the Environmental Reports, Fisher Plaza does not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, or (ii) could give rise to liability under, any Environmental Law.

not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. As of the Closing Date, the property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01. 5.09 Tenants. A complete list of the tenants of Fisher Plaza as of the Closing Date is set forth in Schedule 5.09, and such list accurately sets forth for each such tenant (a) the number of square feet leased by such tenant, (b) the term of such tenant's lease and extension terms, if any and (c) the premises fees payable by such tenant, including rental payments and common area maintenance fees. 5.10 ENVIRONMENTAL COMPLIANCE. (a) Except as described in the Environmental Reports, Fisher Plaza does not contain any Hazardous Materials in amounts or concentrations which (i) constitute a violation of, or (ii) could give rise to liability under, any Environmental Law. (b) Fisher Plaza and all operations of the Borrower and its Subsidiaries at Fisher Plaza are in compliance, and, to the best of the Borrower's knowledge, except as described in the Environmental Reports, have in the last five years been in compliance, in all material respects with all applicable Environmental Laws, and, to the best of the Borrower's knowledge, except as described in the Environmental Reports, there is no contamination at, under or about Fisher Plaza or violation of any Environmental Law with respect to Fisher Plaza or the business operated by the Borrower and its Subsidiaries (the "Business"). (c) Neither the Borrower or any of its Subsidiaries has received any written or actual notice of violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of Fisher Plaza or the Business, nor does the Borrower or any of its Subsidiaries have knowledge of any such threatened notice. (d) To the best of the Borrower's knowledge, Hazardous Materials have not been transported or disposed of from Fisher Plaza in violation of, or in a manner or to a location which could give rise to liability under any Environmental Law, nor have any Hazardous Materials been generated, treated, stored or disposed of at, on or under Fisher Plaza in violation of, or in a manner that could give rise to liability under, any applicable Environmental Law. (e) No judicial proceeding or governmental or administrative action is pending or, to the best of the Borrower's knowledge, threatened, under any Environmental Law to which the Borrower or any of its Subsidiaries is or will be named as a party with respect to Fisher Plaza or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding under any Environmental Law with respect to Fisher Plaza or the Business. (f) To the best of the Borrower's knowledge, there has been no release or threat of release of Hazardous Materials at or from Fisher Plaza, or arising from or related to the operations of any of the Borrower or any of its Subsidiaries in connection with Fisher Plaza or otherwise in connection with the Business, in violation of or in amounts or in a manner that could give rise to liability under Environmental Laws. 33

5.11 Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are commercially reasonable. 5.12 Taxes. The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. 5.13 ERISA COMPLIANCE.

5.11 Insurance. The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are commercially reasonable. 5.12 Taxes. The Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against the Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. 5.13 ERISA COMPLIANCE. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. Except as specifically disclosed in Part (a) of Schedule 5.13, the Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. (b) There are no pending or, to the best knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect. (c) Except as specifically disclosed in Part (c) of Schedule 5.13, (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. 5.14 Subsidiaries. The Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.14 and has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.14. 34

5.15 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT. (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person controlling the Borrower, or any Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an "investment company" under the Investment Company Act of 1940. 5.16 Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other

5.15 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT. (a) The Borrower is not engaged and will not engage, principally or as one of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. (b) None of the Borrower, any Person controlling the Borrower, or any Subsidiary (i) is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an "investment company" under the Investment Company Act of 1940. 5.16 Intellectual Property; Licenses, Etc. The Borrower and its Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, "IP Rights") that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person. To the best knowledge of the Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Borrower, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect. 5.17 Solvency. Each Loan Party (other than Fisher Entertainment) is and, upon the consummation of the transactions contemplated hereby and the incurrence of all Obligations incurred or guaranteed by such Loan Party on any date on which this representation is made, will be, Solvent. 5.18 matters concerning collateral. (a) The execution and delivery of the Deed of Trust by the Borrower, together with the actions taken on or prior to the date hereof pursuant to Section 4.01(b), are effective to create and do create in favor of the Agent for the benefit of the Lenders, as security for the Obligations (as defined in the applicable Security Document in respect of any Collateral), a valid, perfected and enforceable Lien on the Collateral, prior and superior in right to any other Person, and all filings and other actions necessary or desirable to perfect and maintain the perfection and first priority status of such Liens have been duly made or taken and remain in full force and effect, other than the filing of any Uniform Commercial Code financing statements and the periodic filing of Uniform Commercial Code continuation statements in respect of Uniform Commercial Code financing statements filed by or on behalf of the Agent. (b) No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority is necessary or required for either (i) the grant by the 35

Borrower of the Liens purported to be created in favor of the Agent pursuant to any of the Security Documents or (ii) the exercise by the Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Security Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection (a) above. (c) Except as such as may have been filed in favor of the Agent as contemplated by subsection (a) above and in respect of Liens permitted under Section 7.01, no effective Uniform Commercial Code financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office. (d) All representations and warranties of the Borrower contained in the Security Documents and in the Certificate and Indemnity Agreement are true and correct, and all information supplied to the Agent by or on behalf of any

Borrower of the Liens purported to be created in favor of the Agent pursuant to any of the Security Documents or (ii) the exercise by the Agent of any rights or remedies in respect of any Collateral (whether specifically granted or created pursuant to any of the Security Documents or created or provided for by applicable law), except for filings or recordings contemplated by subsection (a) above. (c) Except as such as may have been filed in favor of the Agent as contemplated by subsection (a) above and in respect of Liens permitted under Section 7.01, no effective Uniform Commercial Code financing statement, fixture filing or other instrument similar in effect covering all or any part of the Collateral is on file in any filing or recording office. (d) All representations and warranties of the Borrower contained in the Security Documents and in the Certificate and Indemnity Agreement are true and correct, and all information supplied to the Agent by or on behalf of any Loan Party with respect to the Collateral is accurate and complete in all material respects. 5.19 Disclosure. No statement, information, report, representation, or warranty made by any Loan Party in any Loan Document or furnished to the Agent or any Lender by or on behalf of any Loan Party in connection with any Loan Document contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. SECTION 6. AFFIRMATIVE COVENANTS So long as any Loan or other Obligation shall remain unpaid or unsatisfied the Borrower shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, 6.03 and 6.12) cause each Subsidiary to: 6.01 Financial Statements. Deliver to the Agent with sufficient copies for the Agent and each Lender, in form and detail satisfactory to the Agent and the Required Lenders: (a) as soon as available, but in any event within 90 days after the end of each fiscal year of Fisher Communications, an unaudited consolidated and consolidating balance sheet of Fisher Communications and the Non-Broadcasting Subsidiaries as at the end of such fiscal year, and the related unaudited consolidated and consolidating statements of income or operations, shareholders' equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Fisher Communications as fairly presenting the financial condition, results of operations and cash flows of Fisher Communications and the Non-Broadcasting Subsidiaries in accordance with GAAP, subject only to the absence of footnotes; and (b) as soon as available, but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of Fisher Communications, an unaudited consolidated and consolidating balance sheet of Fisher Communications and the Non-Broadcasting Subsidiaries as at the end of such fiscal quarter, and the related unaudited consolidated and consolidating statements of income or operations, shareholders' equity and cash flows for such fiscal quarter and for the portion of Fisher Communications' fiscal year then 36

ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Fisher Communications as fairly presenting the financial condition, results of operations and cash flows of Fisher Communications and the Non-Broadcasting Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 6.02 Certificates; Other Information. Deliver to the Agent with sufficient copies for the Agent and each Lender, in form and detail satisfactory to the Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01, a duly completed Compliance Certificate signed by a Responsible Officer of Fisher Communications;

ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Fisher Communications as fairly presenting the financial condition, results of operations and cash flows of Fisher Communications and the Non-Broadcasting Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes. 6.02 Certificates; Other Information. Deliver to the Agent with sufficient copies for the Agent and each Lender, in form and detail satisfactory to the Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 6.01, a duly completed Compliance Certificate signed by a Responsible Officer of Fisher Communications; (b) as soon as available, but in any event within 45 days after the end of each fiscal quarter of the Borrower, a complete list of the tenants of Fisher Plaza as at the end of such fiscal quarter, certified by a Responsible Officer of the Borrower and setting forth in reasonable detail for each such tenant (i) the number of square feet leased by such tenant, (ii) the term of such tenant's lease and extension terms, if any and (iii) the premises fees payable by such tenant, including rental payments and common area maintenance fees; (c) as soon as available, but in any event within 60 days after the Closing Date, evidence satisfactory to the Lenders that the maximum amount available to Fisher Communications for borrowing under the Fisher Communications Forward Sale Documents is not less than $70,000,000; (d) as soon as available, but in any event within 90 days after the Closing Date, originals of Subordination Agreements executed by Internap Network Services, Staubach Global Services, Terabeam Corporation and Verizon Northwest, Inc. with respect to the leases or other agreements entered into by such Persons with respect to space occupied by such Persons in Fisher Plaza; (e) as soon as available, but in any event not later than June 30, 2003, a certificate of substantial completion issued by the Fisher Plaza project architect and certificate of occupancy issued by the City of Seattle for the shell and core (i.e., the building exclusive of tenant spaces requiring tenant improvement build out) for Fisher Plaza; (f) as soon as available, but in any event not later than June 30, 2003, a discussion draft of the As-Completed Appraisal, and as soon as available, but in any event not later than August 31, 2003, the final version of the AsCompleted Appraisal; and (g) promptly, such additional information regarding the business, financial or corporate affairs of the Borrower, or any Subsidiary as the Agent, at the request of any Lender, may from time to time reasonably request. 6.03 Notices. Promptly notify the Agent and each Lender: 37

(a) of the occurrence of any Default or Event of Default; (b) of any matter that has resulted or may result in a Material Adverse Effect, including (i) breach or nonperformance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; (c) of any litigation, investigation or proceeding affecting any Loan Party in which the amount involved exceeds the Threshold Amount, or in which injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have a Material Adverse Effect; (d) of the occurrence of any ERISA Event; and

(a) of the occurrence of any Default or Event of Default; (b) of any matter that has resulted or may result in a Material Adverse Effect, including (i) breach or nonperformance of, or any default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any dispute, litigation, investigation, proceeding or suspension between the Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting the Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws; (c) of any litigation, investigation or proceeding affecting any Loan Party in which the amount involved exceeds the Threshold Amount, or in which injunctive relief or similar relief is sought, which relief, if granted, could reasonably be expected to have a Material Adverse Effect; (d) of the occurrence of any ERISA Event; and (e) of any material change in accounting policies or financial reporting practices by the Borrower or any Subsidiary. Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached. 6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property; and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 6.05 Preservation of Existence, Etc. Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization; take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except in a transaction permitted by Section 7.04 or 7.05; and preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower may permit Civia to terminate its legal existence and fail to maintain its rights, privileges, permits, licenses and franchises in connection with any voluntary or involuntary liquidation of Civia. 6.06 Completion of Fisher Plaza. Complete the construction of Fisher Plaza not later than June 30, 2003, substantially in accordance with the description of Fisher Plaza set forth in the section titled "Description of Improvements" of the appraisal titled "Complete Appraisal Presented in a Self Contained Format of Fisher Plaza" dated as of December 1, 2001, prepared 38 for Bank of America by Shorett KMS Valuation Advisory Group. For purposes of this Section, Fisher Plaza shall be deemed completed when the project architect has issued a certificate of substantial completion to the Agent as to all of the project except for tenant spaces requiring tenant improvement build out, and the City of Seattle has issued a certificate of occupancy for the shell and core (i.e., the building exclusive of tenant spaces requiring tenant improvement build out). 6.07 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted;

for Bank of America by Shorett KMS Valuation Advisory Group. For purposes of this Section, Fisher Plaza shall be deemed completed when the project architect has issued a certificate of substantial completion to the Agent as to all of the project except for tenant spaces requiring tenant improvement build out, and the City of Seattle has issued a certificate of occupancy for the shell and core (i.e., the building exclusive of tenant spaces requiring tenant improvement build out). 6.07 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities. 6.08 Maintenance of Insurance. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrower (other than Safeco Corporation and its Affiliates), insurance with respect to its properties (including its tangible Collateral) and business against at least such risks and in at least such amounts as are commercially reasonable (including business interruption insurance) and furnish to the Agent, upon written request, full information as to the insurance carried. Without limiting the generality of the foregoing, the Borrower shall maintain or cause to be maintained all insurance required under the terms of any Security Document. Each such policy of insurance shall (i) name the Agent for the benefit of the Lenders as an additional insured thereunder as its interests may appear and (ii) in the case of each business interruption and casualty insurance policy, contain a loss payable clause or endorsement, satisfactory in form and substance to the Agent that names the Agent for the benefit of the Lenders as the loss payee thereunder and provides for at least 30 days prior written notice to the Agent of any modification or cancellation of such policy. 6.09 Compliance with Laws. Comply in all material respects with the requirements of all Laws applicable to it or to its business or property, except in such instances in which (i) such requirement of Law is being contested in good faith or a bona fide dispute exists with respect thereto; or (ii) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect. 6.10 Environmental Laws. (a) Comply with, and use reasonable efforts to require compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws and obtain and comply with and maintain, and use reasonable efforts to require that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws except, in each case, to the extent that failure to do so could not be reasonably expected to have a Material Adverse Effect and (b) comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws except to the extent that the same are being contested in good faith by appropriate proceedings diligently pursued or could not reasonably be expected to have a Material Adverse Effect. 6.11 Books and Records. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all 39

financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be. 6.12 Inspection Rights. Permit representatives and independent contractors of the Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Notwithstanding the foregoing, Agent and each

financial transactions and matters involving the assets and business of the Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrower or such Subsidiary, as the case may be. 6.12 Inspection Rights. Permit representatives and independent contractors of the Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. Notwithstanding the foregoing, Agent and each Lender acknowledge and agree that their respective rights to visit and inspect Fisher Plaza shall, with respect to any space leased to a Person not an Affiliate of the Borrower, be subject to the terms of any written lease agreement with such Person with respect to such leased space. 6.13 Compliance with ERISA. Do, and cause each of its ERISA Affiliates to do, each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state law; (b) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412 of the Code. 6.14 Use of Proceeds. Use the proceeds of the Loans to make distributions to Fisher Communications to repay amounts owing under the Existing Credit Facilities. 6.15 Further Assurances. Promptly upon request by the Agent or the Majority Lenders, do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all such further acts, deeds, conveyances, security agreements, deeds of trust, mortgages, assignments, estoppel certificates, financing statements and continuations thereof, termination statements, notices of assignment, transfers, certificates, assurances and other instruments the Agent or such Lenders, as the case may be, may reasonably require from time to time in order (a) to carry out more effectively the purposes of this Agreement or any other Loan Document, (b) to subject to the Liens created by any of the Security Documents any of the properties, rights or interests covered by any of the Security Documents, (c) to perfect and maintain the validity, effectiveness and priority of any of the Security Documents and the Liens intended to be created thereby, and (d) to better assure, convey, grant, assign, transfer, preserve, protect and confirm to the Agent and Lenders the rights granted or now or hereafter intended to be granted to the Lenders under any Loan Document or under any other document executed in connection therewith. 40

SECTION 7. NEGATIVE COVENANTS

SECTION 7. NEGATIVE COVENANTS So long as any Loan or other Obligation shall remain unpaid or unsatisfied the Borrower shall not, nor shall it permit any Subsidiary (other than Civia) to, directly or indirectly: 7.01 Liens. Create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens (other than Liens on the Collateral) existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof, provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; (h) Liens (other than Liens on the Collateral) securing judgments for the payment of money in an aggregate amount not in excess of the Threshold Amount (except to the extent covered by independent third-party insurance as to which the insurer has acknowledged in writing its obligation to cover), unless any such judgment remains undischarged for a period of more than 30 consecutive days during which execution is not effectively stayed; and (i) Liens (other than Liens on the Collateral) securing Indebtedness permitted under Section 7.03(d); provided that (i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does 41

not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition. 7.02 INVESTMENTS. MAKE ANY INVESTMENTS, EXCEPT: (a) Investments other than those permitted by subsections (b) through (h) that are existing on the date hereof and listed on Schedule 7.02; (b) Investments held by the Borrower or such Subsidiary in the form of cash equivalents or short-term marketable securities;

not exceed the cost or fair market value, whichever is lower, of the property being acquired on the date of acquisition. 7.02 INVESTMENTS. MAKE ANY INVESTMENTS, EXCEPT: (a) Investments other than those permitted by subsections (b) through (h) that are existing on the date hereof and listed on Schedule 7.02; (b) Investments held by the Borrower or such Subsidiary in the form of cash equivalents or short-term marketable securities; (c) advances to officers, directors and employees of the Borrower and Subsidiaries in an aggregate amount not to exceed $100,000 at any time outstanding, for travel, entertainment, relocation and analogous ordinary business purposes; (d) Investments of any Subsidiary in the Borrower or another Subsidiary; (e) Investments made by the Borrower not exceeding, in the aggregate during each fiscal year set forth below, the amount set forth opposite such fiscal year:
Fiscal Year Amount -----------------------------------------------------------------2002 $1,000,000 2003 $1,000,000 2004 $1,250,000;

(f) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the sale or lease of goods or services in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss; (g) Guaranty Obligations permitted by Section 7.03; and (h) Investments permitted by Section 7.04. 7.03 Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any wholly-owned Subsidiary; 42 (d) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $250,000; and (e) Unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 at any time outstanding. 7.04 Fundamental Changes. Merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned

(d) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $250,000; and (e) Unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 at any time outstanding. 7.04 Fundamental Changes. Merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary may merge with (i) the Borrower, provided that the Borrower shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person; and (b) any Subsidiary may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to the Borrower or to another Subsidiary; provided that if the seller in such a transaction is a wholly-owned Subsidiary, then the purchaser must also be a wholly-owned Subsidiary. 7.05 Dispositions. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; (b) Dispositions of inventory and other property (other than the Collateral) in the ordinary course of business; (c) Dispositions of equipment or real property (other than the Collateral) to the extent that (i) such property is exchanged for credit against the purchase price of similar replacement property, (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property or (iii) the board of directors or senior management of the Borrower or such Subsidiary has determined in good faith that the failure to replace such property will not be detrimental to the business of the Borrower or such Subsidiary; (d) Dispositions of property (other than the Collateral) by any Subsidiary to the Borrower or to a wholly-owned Subsidiary; (e) Dispositions permitted by Section 7.04; (f) non-exclusive licenses of IP Rights in the ordinary course of business and substantially consistent with past practice for terms not exceeding five years; 43 provided, however, that any Disposition pursuant to clauses (a) through (f) shall be for fair market value. 7.06 Lease Obligations. Create or suffer to exist any obligations for the payment of rent for any property under lease or agreement to lease, except: (a) leases in existence on the date hereof and, if any such lease is in respect of property valued at $25,000 or more, listed on Schedule 7.06, and any renewal, extension or refinancing thereof; (b) operating leases (other than those constituting Synthetic Lease Obligations) entered into or assumed by the Borrower or any Subsidiary after the date hereof in the ordinary course of business; and (c) capital leases and Synthetic Lease Obligations to the extent permitted by Section 7.03. 7.07 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) the Borrower may declare and make a dividend payment on the Closing Date to Fisher Communications in

provided, however, that any Disposition pursuant to clauses (a) through (f) shall be for fair market value. 7.06 Lease Obligations. Create or suffer to exist any obligations for the payment of rent for any property under lease or agreement to lease, except: (a) leases in existence on the date hereof and, if any such lease is in respect of property valued at $25,000 or more, listed on Schedule 7.06, and any renewal, extension or refinancing thereof; (b) operating leases (other than those constituting Synthetic Lease Obligations) entered into or assumed by the Borrower or any Subsidiary after the date hereof in the ordinary course of business; and (c) capital leases and Synthetic Lease Obligations to the extent permitted by Section 7.03. 7.07 Restricted Payments. Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) the Borrower may declare and make a dividend payment on the Closing Date to Fisher Communications in the amount of $60,000,000 to repay amounts owing under the Existing Credit Facilities; (b) each Subsidiary may make Restricted Payments to the Borrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock of such Subsidiary on a pro rata basis based on their relative ownership interests); (c) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock of such Person; and (d) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock. 7.08 ERISA. At any time engage in a transaction which could be subject to Section 4069 or 4212(c) of ERISA, or permit any Plan to (a) engage in any non-exempt "prohibited transaction" (as defined in Section 4975 of the Code); (b) fail to comply with ERISA or any other applicable Laws; or (c) incur any material "accumulated funding deficiency" (as defined in Section 302 of ERISA), which, with respect to each event listed above, could reasonably be expected to have a Material Adverse Effect. 7.09 Change in Nature of Business. Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof. 44

7.10 Transactions with Affiliates. Enter into or suffer to exist any transaction of any kind with any Affiliate of the Borrower, other than arm's-length transactions with Affiliates, except: (a) the Borrower may lease office space in Fisher Plaza to Fisher Communications or any of its Subsidiaries under terms that the Borrower deems reasonable under the circumstances; and (b) the Borrower may obtain reasonable services from Fisher Communications and its Subsidiaries under terms that the Borrower deems reasonable under the circumstances; provided that the aggregate difference between (i) the actual compensation paid by the Borrower and its Subsidiaries in such transactions and (ii) the compensation that they would pay in comparable arm's-length transactions with a Person not an Affiliate of the Borrower shall not exceed $10,000 any fiscal year. 7.11 Capital Expenditures. Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations), except:

7.10 Transactions with Affiliates. Enter into or suffer to exist any transaction of any kind with any Affiliate of the Borrower, other than arm's-length transactions with Affiliates, except: (a) the Borrower may lease office space in Fisher Plaza to Fisher Communications or any of its Subsidiaries under terms that the Borrower deems reasonable under the circumstances; and (b) the Borrower may obtain reasonable services from Fisher Communications and its Subsidiaries under terms that the Borrower deems reasonable under the circumstances; provided that the aggregate difference between (i) the actual compensation paid by the Borrower and its Subsidiaries in such transactions and (ii) the compensation that they would pay in comparable arm's-length transactions with a Person not an Affiliate of the Borrower shall not exceed $10,000 any fiscal year. 7.11 Capital Expenditures. Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations), except: (a) capital expenditures made by the Borrower related to the completion of, or tenant improvements in or maintenance of Fisher Plaza not exceeding, in the aggregate during each fiscal year set forth below, the amount set forth opposite such fiscal year for each such category:
Tenant Improvements and Maintenance Fiscal Year Completion Costs ------------------------------------------------------------------------------2002 $ 31,500,000 $ 2,650,000 2003 $ 4,000,000 $ 3,050,000 2004 $ 0 $ 1,250,000;

provided, however, that so long as no Default or Event of Default has occurred and is continuing or would result from such expenditure, any portion of the capital expenditures related to the completion of Fisher Plaza, if not expended in the fiscal year for which it is permitted above, may be carried over for expenditure in the next following fiscal year; (b) capital expenditures in the ordinary course of business made by the Subsidiaries not exceeding, in the aggregate during each fiscal year set forth below, the amount set forth opposite such fiscal year: 45
Fiscal Year Amount ----------------------------------------------------------------2002 $1,000,000 2003 $1,000,000 2004 $1,250,000; and

7.12 Burdensome Agreements. Enter into any Contractual Obligation that limits the ability (a) of any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower or (b) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person. 7.13 Use of Proceeds. Use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose. SECTION 8. EVENTS OF DEFAULT AND REMEDIES 8.01 Events of Default. Any of the following shall constitute an Event of Default:

Fiscal Year Amount ----------------------------------------------------------------2002 $1,000,000 2003 $1,000,000 2004 $1,250,000; and

7.12 Burdensome Agreements. Enter into any Contractual Obligation that limits the ability (a) of any Subsidiary to make Restricted Payments to the Borrower or to otherwise transfer property to the Borrower or (b) of the Borrower or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person. 7.13 Use of Proceeds. Use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose. SECTION 8. EVENTS OF DEFAULT AND REMEDIES 8.01 Events of Default. Any of the following shall constitute an Event of Default: (a) Non-Payment. The Borrower fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan, or (ii) within three Business Days after the same becomes due, any interest on any Loan or any fee due hereunder, or (iii) within five Business Days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or (b) Specific Covenants. The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.02(c), 6.02(f),
-------------6.03, 6.05, 6.12 or 6.14 or Section 7; or ---- ---- --------------------

(c) Deed of Trust. (i) The Borrower fails to perform or observe any term, covenant or agreement contained in Article 4 of the Deed of Trust or (ii) an Accelerating Transfer (as defined in the Deed of Trust) shall occur without the Lenders' prior written consent; or (d) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30 days; or (e) Representations and Warranties. Any representation or warranty made or deemed made by the Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith proves to have been incorrect when made or deemed made; or (f) Cross-Default. Any Loan Party or any of its Subsidiaries (i) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guaranty Obligation (other than Indebtedness 46

hereunder and Indebtedness and Guaranty Obligations arising under the Fisher Broadcasting Credit Documents) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (ii) fails to observe or perform any other agreement or condition relating to any Indebtedness described in clause (i) or Guaranty Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required,

hereunder and Indebtedness and Guaranty Obligations arising under the Fisher Broadcasting Credit Documents) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or (ii) fails to observe or perform any other agreement or condition relating to any Indebtedness described in clause (i) or Guaranty Obligation or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise) prior to its stated maturity, or such Guaranty Obligation to become payable or cash collateral in respect thereof to be demanded; or (g) Insolvency Proceedings, Etc. Any Loan Party or any of its Subsidiaries (other than Civia) institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or (h) Inability to Pay Debts; Attachment. (i)(A) Any Loan Party or Fisher Mills becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (B) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part of the property of any such Person and is not released, vacated or fully bonded within 30 days after its issue or levy, or (ii) Fisher Broadcasting and its Subsidiaries on a consolidated basis becomes unable or admits in writing its inability or fails generally to pay its debts as they become due; provided, however, that the occurrence and continuation of the events described in clause (ii) shall not constitute an Event of Default hereunder unless and until (A) 60 days has elapsed from date of the occurrence of such events or (B) the lenders (or the administrative agent for such lenders) that are a party to the Fisher Broadcasting Credit Documents exercise or elect to exercise any remedy under the Fisher Broadcasting Credit Documents in respect of the occurrence of such events, whichever occurs earlier; or (i) Judgments. (i) There is entered against any Loan Party or Fisher Mills (A) a final judgment or order for the payment of money in an aggregate amount exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (B) any non-monetary final judgment that has, or could reasonably be expected to have, a Material Adverse Effect and, in either case, (1) enforcement proceedings are commenced by any creditor upon such judgment or order, or (2) there is a period of 10 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect, or (ii) there is entered against Fisher Broadcasting or any of 47 its Subsidiaries a final judgment or order for the payment of money in an aggregate amount exceeding the $500,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) and a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect within 30 days from the entry thereof; provided, however, that the occurrence and continuation of the event described in clause (ii) shall not constitute an Event of Default hereunder unless and until (A) 60 days has elapsed from date of the occurrence of such event or (B) the lenders (or the administrative agent for such lenders) that are a party to the Fisher Broadcasting Credit Documents exercise or elect to exercise any remedy under the Fisher Broadcasting Credit Documents in respect of the occurrence of such event, whichever occurs earlier; or (j) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or

its Subsidiaries a final judgment or order for the payment of money in an aggregate amount exceeding the $500,000 (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage) and a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect within 30 days from the entry thereof; provided, however, that the occurrence and continuation of the event described in clause (ii) shall not constitute an Event of Default hereunder unless and until (A) 60 days has elapsed from date of the occurrence of such event or (B) the lenders (or the administrative agent for such lenders) that are a party to the Fisher Broadcasting Credit Documents exercise or elect to exercise any remedy under the Fisher Broadcasting Credit Documents in respect of the occurrence of such event, whichever occurs earlier; or (j) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or (k) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than the agreement of all the Lenders or satisfaction in full of all the Obligations, ceases to be in full force and effect, or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any respect; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document or, without limiting the generality of the foregoing, the Deed of Trust ceases to create a valid and enforceable Lien on Fisher Plaza as security for the Secured Obligations (as defined in the Deed of Trust) prior and superior in right to any other Person, subject only to a standard survey exception and other exceptions approved by the Lenders in writing, (l) Change of Control. There occurs any Change of Control with respect to any Loan Party; or (m) Material Adverse Effect. There occurs any event or circumstance that has a Material Adverse Effect. 8.02 Remedies Upon Event of Default. If any Event of Default occurs, the Agent shall, at the request of, or may, with the consent of, the Required Lenders, (a) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; and (b) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; 48 provided, however, that upon the occurrence of any event specified in subsection (g) of Section 8.01, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Agent or any Lender. SECTION 9. THE AGENT 9.01 Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable

provided, however, that upon the occurrence of any event specified in subsection (g) of Section 8.01, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable without further act of the Agent or any Lender. SECTION 9. THE AGENT 9.01 Appointment and Authorization of Agent. Each Lender hereby irrevocably appoints, designates and authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 9.02 Delegation of Duties. The Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct. 9.03 Liability of Agent. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Agent under or in connection with, this Agreement or any other Loan Document, or for the value of or title to any Collateral, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. 49

9.04 RELIANCE BY AGENT. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Agent shall, and in all other instances, the Agent may, but shall not be required to, initiate any solicitation for the

9.04 RELIANCE BY AGENT. (a) The Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Agent. The Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the Agent shall, and in all other instances, the Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders. (b) For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Agent to such Lender for consent, approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender. 9.05 Notice of Default. The Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Lenders, unless the Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default." The Agent will notify the Lenders of its receipt of any such notice. The Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Lenders in accordance with Section 8.02; provided, however, that unless and until the Agent has received any such direction, the Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders. 9.06 Credit Decision; Disclosure of Information by Agent. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Agent hereafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, 50

property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, the value of and title to any Collateral, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person.

property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, the value of and title to any Collateral, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent herein, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person. 9.07 Indemnification of Agent. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities to the extent determined in a final, nonappealable judgment by a court of competent jurisdiction to have resulted from such Person's own gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive the payment of all Obligations hereunder and the resignation of the Agent. 9.08 Agent in its Individual Capacity. Bank of America and its Affiliates may make loans to, issue letters of credit for the account of, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any 51

other Lender and may exercise such rights and powers as though it were not the Agent, and the terms "Lender" and "Lenders" include Bank of America in its individual capacity. 9.09 Successor Agent. The Agent may resign as Agent upon 30 days' notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Agent and the term "Agent" shall mean such successor administrative agent and the retiring Agent's appointment, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 9 and Sections 10.04 and 10.05 shall inure

other Lender and may exercise such rights and powers as though it were not the Agent, and the terms "Lender" and "Lenders" include Bank of America in its individual capacity. 9.09 Successor Agent. The Agent may resign as Agent upon 30 days' notice to the Lenders. If the Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Agent, the Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Agent and the term "Agent" shall mean such successor administrative agent and the retiring Agent's appointment, powers and duties as Agent shall be terminated. After any retiring Agent's resignation hereunder as Agent, the provisions of this Section 9 and Sections 10.04 and 10.05 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Agent under this Agreement. If no successor administrative agent has accepted appointment as Agent by the date which is 30 days following a retiring Agent's notice of resignation, the retiring Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. 9.10 Collateral Matters. The Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to take any action with respect to any Collateral or the Security Documents which may be necessary to perfect and maintain perfected the security interest in and Liens upon the Collateral granted pursuant to the Security Documents. The Lenders irrevocably authorize the Agent, at its option and in its discretion, to release any Lien granted to or held by the Agent upon any Collateral upon payment in full of all Loans and all other Obligations known to the Agent and payable under this Agreement or any other Loan Document. SECTION 10. MISCELLANEOUS 10.01 Amendments, Etc. No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrower, and acknowledged by the Agent, do any of the following: (a) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document; 52 (b) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate; (c) change the percentage of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder; (d) change the Voting Percentage of any Lender; (e) amend this Section, or Section 2.10, or any provision herein providing for consent or other action by all the Lenders; or (f) release any Guarantor from any Guaranty;

(b) reduce the principal of, or the rate of interest specified herein on, any Loan, or (subject to clause (ii) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate; (c) change the percentage of the aggregate unpaid principal amount of the Loans which is required for the Lenders or any of them to take any action hereunder; (d) change the Voting Percentage of any Lender; (e) amend this Section, or Section 2.10, or any provision herein providing for consent or other action by all the Lenders; or (f) release any Guarantor from any Guaranty; (g) release all or substantially all of the Collateral; and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and signed by the Agent in addition to the Required Lenders or each directly-affected Lender, as the case may be, affect the rights or duties of the Agent under this Agreement or any other Loan Document; and (ii) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the respective parties thereto. Notwithstanding anything to the contrary herein, any Lender that has a Voting Percentage of zero shall not have any right to approve or disapprove any amendment, waiver or consent hereunder.
10.02 (a) NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES. General. Unless otherwise expressly provided herein, all -------

notices and other communications provided for hereunder shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection (c) below) electronic mail address specified for notices on Schedule 10.02; or, in the case of the Borrower or the Agent, to such other address as shall be designated by such party in a notice to the other parties, and in the case of any other party, to such other address as shall be designated by such party in a notice to the Borrower and the Agent. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Agent pursuant to Section 2 shall not be effective until actually received by the Agent. Any notice or other communication permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient at the number specified on Schedule 10.02, it being understood and agreed that a voicemail message shall in no event be effective as a notice, communication or confirmation hereunder. 53 (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Agent and the Lenders. The Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. (c) Limited Use of Electronic Mail. Electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose.

(b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Agent and the Lenders. The Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. (c) Limited Use of Electronic Mail. Electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose. (d) Reliance by Agent and Lenders. The Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Loan Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with the Agent may be recorded by the Agent, and each of the parties hereto hereby consents to such recording. 10.03 No Waiver; Cumulative Remedies. No failure by any Lender or the Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 10.04 Attorney Costs, Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Agent for all costs and expenses incurred in connection with the development, preparation, negotiation and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs, and (b) to pay or reimburse the Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any "workout" or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include all search, filing, recording, title insurance and appraisal charges and fees and taxes related thereto, and other out-ofpocket expenses incurred by the Agent and the cost of independent public accountants and other outside 54

experts retained by the Agent or any Lender. The agreements in this Section shall survive the repayment of all other Obligations. 10.05 Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Loan Party, or any Environmental Liability related in any way to the Borrower or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on

experts retained by the Agent or any Lender. The agreements in this Section shall survive the repayment of all other Obligations. 10.05 Indemnification by the Borrower. Whether or not the transactions contemplated hereby are consummated, the Borrower shall indemnify and hold harmless each Agent-Related Person, each Lender and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (a) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (b) any Loan or the use or proposed use of the proceeds therefrom, or (c) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrower or any other Loan Party, or any Environmental Liability related in any way to the Borrower or any other Loan Party, or (d) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the "Indemnified Liabilities"), in all cases, whether or not caused by or arising, in whole or in part, out of the negligence of the Indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. The agreements in this Section shall survive the resignation of the Agent, the replacement of any Lender and the repayment, satisfaction or discharge of all the other Obligations. All amount due under this Section 10.05 shall be payable within ten Business Days after demand therefor. 10.06 Payments Set Aside. To the extent that the Borrower makes a payment to the Agent or any Lender, or the Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Agent upon demand its applicable share of any amount so recovered from or repaid by the Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. 55

10.07 SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the principal outstanding balance of the Loans of the assigning Lender subject to each such

10.07 SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) Any Lender may at any time assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Loans at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Agent or, if "Trade Date" is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans assigned, and (iii) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. Subject to acceptance and recording thereof by the Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the Eligible Assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05 and 10.05 with respect to facts and circumstances occurring prior to the effective date of such assignment). Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. (c) The Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Agent's Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders and principal amounts of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "Register"). 56

The entries in the Register shall be conclusive, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this

The entries in the Register shall be conclusive, and the Borrower, the Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural person or the Borrower or any of the Borrower's Affiliates or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, (iii) release any Guarantor from any Guaranty, or (iv) release all or substantially all of the Collateral. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.09 as though it were a Lender, provided such Participant agrees to be subject to Section 2.10 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 10.17 as though it were a Lender. (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) As used herein, the following terms have the following meanings: 57 "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Agent, and (ii) unless (A) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivative transaction or (B) an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall not include the Borrower or any of the Borrower's Affiliates or Subsidiaries. "Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. "Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

"Eligible Assignee" means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other than a natural person) approved by (i) the Agent, and (ii) unless (A) such Person is taking delivery of an assignment in connection with physical settlement of a credit derivative transaction or (B) an Event of Default has occurred and is continuing, the Borrower (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall not include the Borrower or any of the Borrower's Affiliates or Subsidiaries. "Fund" means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business. "Approved Fund" means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. 10.08 Confidentiality. Each of the Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its and its Affiliates' directors, officers, employees and agents, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential); (b) to the extent requested by any regulatory authority; (c) to the extent required by applicable laws or regulations or by any subpoena or similar legal process; (d) to any other party to this Agreement; (e) in connection with the exercise of any remedies hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder; (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement or (ii) any direct or indirect contractual counterparty or prospective counterparty (or such contractual counterparty's or prospective counterparty's professional advisor) to any credit derivative transaction relating to obligations of the Borrower; (g) with the consent of the Borrower; (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this Section or (ii) becomes available to the Agent or any Lender on a nonconfidential basis from a source other than the Borrower; or (i) to the National Association of Insurance Commissioners or any other similar organization or any nationally recognized rating agency that requires access to information about a Lender's or its Affiliates' investment portfolio in connection with ratings issued with respect to such Lender or its Affiliates. In addition, the Agent and the Lenders may disclose the existence of this Agreement and information about this Agreement to market data collectors, similar service providers to the lending industry, and service providers to the Agent and the Lenders in connection with the administration and management of this Agreement, the other Loan Documents, and the Loans. For the purposes of this Section, "Information" means all information received from the Borrower relating to the Borrower or its business, other than any such information that is available to the Agent or any Lender on a nonconfidential basis prior to disclosure by the Borrower; provided that, in the case of information received from the Borrower after the date hereof, such information is clearly identified in writing at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in 58

this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 10.09 Set-off. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender; provided, however, that the failure to give

this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 10.09 Set-off. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrower or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to such Lender, now or hereafter existing, irrespective of whether or not the Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrower and the Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. 10.10 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the "Maximum Rate"). If the Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations. 10.11 Master Services Agreements with Affiliates. The Lenders agree to consent and authorize and instruct the Agent to consent to the Borrower amending the Master Services Agreement to reduce the obligation of Seattle TV to lease space in Fisher Plaza by 12,500 square feet to not less than 72,500 square feet; provided that at the time such consent is requested and given (a) no Default or Event of Default has occurred and is continuing, (b) the Borrower and Seattle Radio shall have entered into a lease with respect to Fisher Plaza, which lease shall (i) shall be substantially in the form of the Master Services Agreement, (ii) obligate Seattle Radio to lease not less than 12,500 square feet of space at a Fair Market Rental Rate for a period commencing not later than January 1, 2005 and ending not earlier than January 1, 2012 and (iii) be otherwise be in form and substance reasonably acceptable to the Lenders and (c) the Agent shall have received such consents, estoppels, subordination agreements executed by Seattle Radio with respect to such lease as may be requested by the Agent or any Lender. 10.12 Tax Deferred Exchange Transactions. The Borrower may, in connection with any Disposition made by any Loan Party, Fisher Mills or Fisher Broadcasting, request that the Lenders consent to the transfer of the asset which is the subject of such Disposition, or the agreement pursuant to which such Disposition is being made, to a qualified intermediary, as part 59 of a tax free exchange transaction pursuant to Section 1031 of the Code (each such transaction, a "Tax Deferred Exchange Transaction"). The Borrower shall provide to the Agent with sufficient copies for each Lender (a) a written description of the Tax Deferred Exchange Transaction for which consent is being requested, (b) a copy of each material document, agreement and instrument (i.e. purchase, sale, exchange and escrow agreements) executed or to be executed in connection with such transaction and (c) such other information and copies of such other documents pertaining to such transaction as the Agent or any Lender may reasonably request. Each Lender shall timely provide the Borrower and the Agent with written notice of its consent or refusal to consent to any Tax Deferred Exchange Transaction. No Lender shall have any obligation to consent to any Tax Deferred Exchange Transaction, and any consent given by a Lender may be conditioned upon such terms and conditions as such Lender may in its reasonable judgment require. If the Required Lenders provide the Agent with written notice of their consent to any Tax Deferred Exchange Transaction, consent to such Tax Deferred Exchange Transaction shall be deemed given by all Lenders. The Borrower agrees to pay or reimburse the Agent for all costs and

of a tax free exchange transaction pursuant to Section 1031 of the Code (each such transaction, a "Tax Deferred Exchange Transaction"). The Borrower shall provide to the Agent with sufficient copies for each Lender (a) a written description of the Tax Deferred Exchange Transaction for which consent is being requested, (b) a copy of each material document, agreement and instrument (i.e. purchase, sale, exchange and escrow agreements) executed or to be executed in connection with such transaction and (c) such other information and copies of such other documents pertaining to such transaction as the Agent or any Lender may reasonably request. Each Lender shall timely provide the Borrower and the Agent with written notice of its consent or refusal to consent to any Tax Deferred Exchange Transaction. No Lender shall have any obligation to consent to any Tax Deferred Exchange Transaction, and any consent given by a Lender may be conditioned upon such terms and conditions as such Lender may in its reasonable judgment require. If the Required Lenders provide the Agent with written notice of their consent to any Tax Deferred Exchange Transaction, consent to such Tax Deferred Exchange Transaction shall be deemed given by all Lenders. The Borrower agrees to pay or reimburse the Agent for all costs and expenses (including Attorney Costs) incurred by the Agent in connection with documenting any consent given to any Tax Deferred Exchange Transaction (whether or not the Tax Deferred Exchange Transaction is consummated) and the consummation and administration of the transactions contemplated by any such consent, including all Attorney Costs. 10.13 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 10.14 Integration. This Agreement, together with the other Loan Documents, comprises the complete, final and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. This Agreement and the other Loan Documents may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties, and there are no unwritten oral agreements among the parties. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. 10.15 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Agent and each Lender, regardless of any investigation made by the Agent or any Lender or on their behalf and notwithstanding that the Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied. 60

10.16 Severability. Any provision of this Agreement and the other Loan Documents to which the Borrower is a party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 10.17 Tax Forms. (a) Each Lender that is not a "United States person" within the meaning of Section 7701(a) (30) of the Code (a "Foreign Lender") shall deliver to the Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax. Thereafter and from time to time, each such Person shall (i) promptly submit to the Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and

10.16 Severability. Any provision of this Agreement and the other Loan Documents to which the Borrower is a party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 10.17 Tax Forms. (a) Each Lender that is not a "United States person" within the meaning of Section 7701(a) (30) of the Code (a "Foreign Lender") shall deliver to the Agent, prior to receipt of any payment subject to withholding under the Code (or upon accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax. Thereafter and from time to time, each such Person shall (i) promptly submit to the Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement, (ii) promptly notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (iii) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation, then the Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. (b) Upon the request of the Agent, each Lender that is a "United States person" within the meaning of Section 7701(a)(30) of the Code shall deliver to the Agent two duly signed completed copies of IRS Form W-9. If such Lender fails to deliver such forms, then the Agent may withhold from any interest payment to such Lender an amount equivalent to the applicable back-up withholding tax imposed by the Code, without reduction. (c) If any Governmental Authority asserts that the Agent did not properly withhold or backup withhold, as the case may be, any tax or other amount from payments made to or for the account of any Lender, such Lender shall indemnify the Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including Attorney Costs) of the Agent. The obligation of the Lenders under this Section shall survive the repayment of all Obligations and the resignation of the Agent. 61

10.18 GOVERNING LAW. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF WASHINGTON APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF WASHINGTON SITTING IN KING COUNTY OR OF THE UNITED STATES FOR THE WESTERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE

10.18 GOVERNING LAW. (a) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF WASHINGTON APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF WASHINGTON SITTING IN KING COUNTY OR OF THE UNITED STATES FOR THE WESTERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, THE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, THE AGENT AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. 10.19 Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT, SUBJECT TO SECTION 10.21, ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 10.20 Time of the Essence. Time is of the essence of the Loan Documents. 10.21 MANDATORY ARBITRATION. (a) This Section concerns the resolution of any controversies or claims among or between the Borrower, the Lenders and the Agent, whether arising in contract, tort or by statute, that arise out of or relate to this Agreement and the other Loan Documents (collectively a 62 "Claim"). At the request of the Borrower, any Lender or the Agent, any Claim shall be resolved by arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the Laws of the state of Washington. (b) Arbitration proceedings will be determined in accordance with the Act, the rules and procedures for the arbitration of financial services disputes of JAMS/Endispute, LLC, a Delaware limited liability company or any successor thereof ("JAMS"), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. The arbitration shall be administered by JAMS and conducted in Seattle, Washington. All Claims shall be determined by one arbitrator; provided, however, that if

"Claim"). At the request of the Borrower, any Lender or the Agent, any Claim shall be resolved by arbitration in accordance with the Federal Arbitration Act (Title 9, U.S. Code) (the "Act"). The Act will apply even though this Agreement provides that it is governed by the Laws of the state of Washington. (b) Arbitration proceedings will be determined in accordance with the Act, the rules and procedures for the arbitration of financial services disputes of JAMS/Endispute, LLC, a Delaware limited liability company or any successor thereof ("JAMS"), and the terms of this Section. In the event of any inconsistency, the terms of this Section shall control. The arbitration shall be administered by JAMS and conducted in Seattle, Washington. All Claims shall be determined by one arbitrator; provided, however, that if Claims exceed $5,000,000, upon the request of any party, the Claims shall be decided by three arbitrators. All arbitration hearings shall commence within 90 days of the demand for arbitration and close within 90 days of commencement and the award of the arbitrator(s) shall be issued within 30 days of the close of the hearing; provided, however, that the arbitrator(s), upon a showing of good cause, may extend the commencement of the hearing for up to an additional 60 days. The arbitrator(s) shall provide a concise written statement of reasons for the award. The arbitration award may be submitted to any court having jurisdiction to be confirmed and enforced. The arbitrator(s) will have the authority to decide whether any Claim is barred by the statute of limitations and, if so, to dismiss the arbitration on that basis. For purposes of the application of the statute of limitations, the service on JAMS under applicable JAMS rules of a notice of Claim is the equivalent of the filing of a lawsuit. Any dispute concerning this arbitration provision or whether a Claim is arbitrable shall be determined by the arbitrator(s). The arbitrator(s) shall have the power to award legal fees pursuant to the terms of this Agreement. (c) This Section does not limit the right of the Borrower, any Lender or the Agent to: (i) exercise self-help remedies, such as but not limited to, setoff; (ii) initiate judicial or nonjudicial foreclosure against any real or personal property collateral; (iii) exercise any judicial or power of sale rights; or (iv) act in a court of law to obtain an interim remedy, such as but not limited to, injunctive relief, writ of possession or appointment of a receiver, or additional or supplementary remedies. The filing of a court action is not intended to constitute a waiver of the right of the Borrower, any Lender or the Agent, including the suing party, thereafter to require submittal of the Claim to arbitration. 10.22 Oral Agreements. ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON LAW. 63

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. FISHER MEDIA SERVICES COMPANY
By: /S/ David D. Hillard ------------------------------------David D. Hillard --------------------------------Assistant Secretary ---------------------------------

Name:

Title:

BANK OF AMERICA, N.A., as Agent
By: /s/ Dora A. Brown -------------------------------------

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. FISHER MEDIA SERVICES COMPANY
By: /S/ David D. Hillard ------------------------------------David D. Hillard --------------------------------Assistant Secretary ---------------------------------

Name:

Title:

BANK OF AMERICA, N.A., as Agent
By: /s/ Dora A. Brown ------------------------------------Dora A. Brown --------------------------------Vice President ---------------------------------

Name:

Title:

BANK OF AMERICA, N.A., as a Lender
By: /s/ Mark N. Crawford ------------------------------------Mark N. Crawford --------------------------------Senior Vice President ---------------------------------

Name:

Title:

U.S. BANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Thomas G. Gunder -------------------------------------Thomas G. Gunder ---------------------------------Vice President ----------------------------------

Name:

Title:

64

EXHIBIT A FORM OF LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Agent

EXHIBIT A FORM OF LOAN NOTICE Date: ___________, _____ To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to that certain Loan Agreement, dated as of March 21, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Fisher Media Services Company, a Washington corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Agent. The undersigned hereby requests a conversion or continuation of Loans. 1. On___________________________________________________ (a Business Day). 2. In the amount of $___________________________________. 3. Comprised of_________________________________________. [Type of Loan requested] 4. For Eurodollar Rate Loans: with an Interest Period of ________ months. The Borrowing requested herein complies with the proviso to the first sentence of Section 2.01 of the Agreement. FISHER MEDIA SERVICES COMPANY By: ________________________________ Name: ______________________________ Title: ____________________________ A- 1 Form of Loan Notice

EXHIBIT B FORM OF PROMISSORY NOTE $ March ___, 2002 Seattle, Washington FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to the order of ______________________, a national banking association (the "Lender"), on the Maturity Date (as defined in the Loan Agreement referred to below) the principal amount of __________________Dollars ($____________), or such lesser principal amount of Loans (as defined in such Loan Agreement) due and payable by the Borrower to the Lender on the Maturity Date under that certain Loan Agreement, dated as of March 21, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Agent for the account of the Lender in

EXHIBIT B FORM OF PROMISSORY NOTE $ March ___, 2002 Seattle, Washington FOR VALUE RECEIVED, the undersigned (the "Borrower"), hereby promises to pay to the order of ______________________, a national banking association (the "Lender"), on the Maturity Date (as defined in the Loan Agreement referred to below) the principal amount of __________________Dollars ($____________), or such lesser principal amount of Loans (as defined in such Loan Agreement) due and payable by the Borrower to the Lender on the Maturity Date under that certain Loan Agreement, dated as of March 21, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among the Borrower, the Lenders from time to time party thereto, and Bank of America, N.A., as Agent. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Agent for the account of the Lender in Dollars in immediately available funds at the Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of the Guaranties and is secured by the Collateral. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand, dishonor and non-payment of this Note. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF WASHINGTON. FISHER MEDIA SERVICES COMPANY By: ________________________________ Name: ______________________________ Title: ____________________________ B- 1 Form of Promissory Note

LOANS AND PAYMENTS WITH RESPECT THERETO
Amount of Principal or Interest Paid This Date

Date

Type of Loan Made

Amount of Loan Made

End of Interest Period

Outstanding Principal Balance This Date

Notation Made By

LOANS AND PAYMENTS WITH RESPECT THERETO
Amount of Principal Outstanding Type of Amount of End of or Interest Principal Loan Loan Interest Paid This Balance Notation Date Made Made Period Date This Date Made By ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

B- 2 Form of Promissory Note

EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: ___________, _____ To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to that certain Loan Agreement, dated as of March 21, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Fisher Media Services Company, a Washington corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Agent. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01 of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the

EXHIBIT C FORM OF COMPLIANCE CERTIFICATE Financial Statement Date: ___________, _____ To: Bank of America, N.A., as Agent Ladies and Gentlemen: Reference is made to that certain Loan Agreement, dated as of March 21, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "Agreement;" the terms defined therein being used herein as therein defined), among Fisher Media Services Company, a Washington corporation (the "Borrower"), the Lenders from time to time party thereto, and Bank of America, N.A., as Agent. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Agent on the behalf of the Borrower, and that: 1. Attached hereto as Schedule 1 are the unaudited financial statements required by Section 6.01 of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and [select one:] [to the best knowledge of the undersigned during such fiscal period, the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it.] --or-[the following covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default and its nature and status:] C-1 Form of Compliance Certificate 4. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ____________, 20____. FISHER MEDIA SERVICES COMPANY By: Name: Title:

4. The financial covenant analyses and information set forth on Schedule 2 attached hereto are true and accurate on and as of the date of this Certificate. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ____________, 20____. FISHER MEDIA SERVICES COMPANY By: Name: Title: C-2 Form of Promissory Note

For the Quarter/Year ended ___________________("Statement Date") SCHEDULE 2 to the Compliance Certificate ($ in 000's)
I. Section 7.02(e) -- Investments. A. Investments made during fiscal year to date: $ ------------------B. Maximum permitted Investments: $ ------------------C. Excess (deficient) for covenant compliance (Line IB - I.A): $ -------------------

II.

Section 7.11(a) -- Capital Expenditures (Borrower). Completion Costs: ---------------A. Capital expenditures for completion costs made during fiscal year to date:

$ -------------------

B.

Capital expenditures that could have made during prior fiscal year but which were not made:

$ -------------------

C.

Maximum permitted capital expenditures ($_____________ + Line II.B.):

$ -------------------

D.

Excess (deficient) for covenant compliance (Line I.I.C - II.A):

$ -------------------

Tenant Improvements and Maintenance: ----------------------------------A. Capital expenditures for tenant improvements and maintenance made during fiscal year to date:

$ -------------------

B.

Maximum permitted capital expenditures:

$ -------------------

C.

Excess (deficient) for covenant compliance (Line II.B - II.A):

$ -------------------

III.

Section 7.11(b) -- Capital Expenditures (Subsidiaries). A. Capital expenditures made during fiscal year to date: $

For the Quarter/Year ended ___________________("Statement Date") SCHEDULE 2 to the Compliance Certificate ($ in 000's)
I. Section 7.02(e) -- Investments. A. Investments made during fiscal year to date: $ ------------------B. Maximum permitted Investments: $ ------------------C. Excess (deficient) for covenant compliance (Line IB - I.A): $ -------------------

II.

Section 7.11(a) -- Capital Expenditures (Borrower). Completion Costs: ---------------A. Capital expenditures for completion costs made during fiscal year to date:

$ -------------------

B.

Capital expenditures that could have made during prior fiscal year but which were not made:

$ -------------------

C.

Maximum permitted capital expenditures ($_____________ + Line II.B.):

$ -------------------

D.

Excess (deficient) for covenant compliance (Line I.I.C - II.A):

$ -------------------

Tenant Improvements and Maintenance: ----------------------------------A. Capital expenditures for tenant improvements and maintenance made during fiscal year to date:

$ -------------------

B.

Maximum permitted capital expenditures:

$ -------------------

C.

Excess (deficient) for covenant compliance (Line II.B - II.A):

$ -------------------

III.

Section 7.11(b) -- Capital Expenditures (Subsidiaries). A. Capital expenditures made during fiscal year to date: $ ------------------B. Maximum permitted capital expenditures: $ ------------------C. Excess (deficient) for covenant compliance (Line III.B - III.A): $ -------------------

C-3 Form of Compliance Certificate

EXHIBIT D ASSIGNMENT AND ASSUMPTION

EXHIBIT D ASSIGNMENT AND ASSUMPTION This ASSIGNMENT AND ASSUMPTION (this "Assignment and Assumption") is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the "Assignor") and [Insert name of Assignee] (the "Assignee"). Capitalized terms used but not defined herein shall have the meanings given to them in the Loan Agreement identified below (the "Loan Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Loan Agreement, as of the Effective Date inserted by the Agent as contemplated below, the interest in and to all of the Assignor's rights and obligations under the Loan Agreement and any other documents or instruments delivered pursuant thereto that represents the amount and percentage interest identified below of all of the Assignor's outstanding rights and obligations under the respective facilities identified below (including, to the extent permitted to be assigned under applicable law, all claims (including, without limitation, contract claims, tort claims, malpractice claims and all other claims at law or in equity, including claims under any law governing the purchase and sale of securities or governing indentures pursuant to which securities are issued), suits, causes of action and any other right of the Assignor against any other Person) (the "Assigned Interest"). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor. 1. Assignor: ______________________________ 2. Assignee: ______________________________ [and is an Affiliate/Approved Fund of [identify Lender] 3. Borrower(s): ______________________________ 4. Agent: ______________________, as the administrative agent under the Loan Agreement 5. Loan Agreement: The Loan Agreement, dated as of March ___, 2002, among Fisher Media Services Company, the Lenders parties thereto, and Bank of America, N.A., as Agent D- 1 Form of Assignment and Assumption

6. Assigned Interest:
-----------------------------------------------------------------------------------------Aggregate Amount of Amount of Percentage Commitment/Loans Commitment/Loans Assigned of Facility Assigned for all Lenders Assigned Commitment/Loans ----------------------------------------------------------------------------------------------------------------------------------------------_____________ $________________ $________________ _______________% -----------------------------------------------------------------------------------------_____________ $________________ $________________ _______________% -----------------------------------------------------------------------------------------_____________ $________________ $________________ _______________% ------------------------------------------------------------------------------------------

7. Trade Date: __________________

6. Assigned Interest:
-----------------------------------------------------------------------------------------Aggregate Amount of Amount of Percentage Commitment/Loans Commitment/Loans Assigned of Facility Assigned for all Lenders Assigned Commitment/Loans ----------------------------------------------------------------------------------------------------------------------------------------------_____________ $________________ $________________ _______________% -----------------------------------------------------------------------------------------_____________ $________________ $________________ _______________% -----------------------------------------------------------------------------------------_____________ $________________ $________________ _______________% ------------------------------------------------------------------------------------------

7. Trade Date: __________________ Effective Date: __________________, 20__ [TO BE INSERTED BY THE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: ____________________________ Name: __________________________ Title: _________________________ ASSIGNEE [NAME OF ASSIGNEE] By: ____________________________ Name: __________________________ Title: _________________________ D- 2 Form of Assignment and Assumption

Consented to and Accepted: BANK OF AMERICA, N.A., as Agent By: _________________________________________________ Name: ______________________________________________ Title: Consented: FISHER MEDIA SERVICES COMPANY By:

Consented to and Accepted: BANK OF AMERICA, N.A., as Agent By: _________________________________________________ Name: ______________________________________________ Title: Consented: FISHER MEDIA SERVICES COMPANY By: Name: Title: D- 3 Form of Assignment and Assumption

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION Loan Agreement dated as of March 21, 2002 among Fisher Media Services Company, the Lenders a party thereto, and Bank of America, N.A., as Agent. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties. 1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it meets all requirements of an Eligible Assignee under the Loan Agreement (subject to receipt of such consents as may be required under the Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by the Assignee; and (b) agrees

ANNEX 1 TO ASSIGNMENT AND ASSUMPTION Loan Agreement dated as of March 21, 2002 among Fisher Media Services Company, the Lenders a party thereto, and Bank of America, N.A., as Agent. STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION 1. Representations and Warranties. 1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Loan Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan Document. 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Loan Agreement, (ii) it meets all requirements of an Eligible Assignee under the Loan Agreement (subject to receipt of such consents as may be required under the Loan Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Loan Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Loan Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently and without reliance on the Agent or any other Lender, and (v) if it is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Loan Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. D- 4 Form of Assignment and Assumption 1.3 Assignee's Address for Notices, etc. Attached hereto as Schedule 1 is all contact information, address, account and other administrative information relating to the Assignee. 2. Payments. From and after the Effective Date, the Agent shall make all payments in respect of the Assigned interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by,

1.3 Assignee's Address for Notices, etc. Attached hereto as Schedule 1 is all contact information, address, account and other administrative information relating to the Assignee. 2. Payments. From and after the Effective Date, the Agent shall make all payments in respect of the Assigned interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The Assignor and the Assignee shall make all appropriate adjustments in payments by the Agent for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of Washington. D- 5 Form of Assignment and Assumption

SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION ADMINISTRATIVE DETAILS (Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic mail addresses and account and payment information) D- 6 Form of Assignment and Assumption

EXHIBIT E-1 FORM OF GUARANTY (Fisher Communications) E-1 - 1 Form of Guaranty

EXHIBIT E-2 FORM OF GUARANTY (other Guarantors) E-2 - 1 Form of Guaranty

EXHIBIT F FORM OF DEED OF TRUST F-1 Form of Deed of Trust

SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION ADMINISTRATIVE DETAILS (Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic mail addresses and account and payment information) D- 6 Form of Assignment and Assumption

EXHIBIT E-1 FORM OF GUARANTY (Fisher Communications) E-1 - 1 Form of Guaranty

EXHIBIT E-2 FORM OF GUARANTY (other Guarantors) E-2 - 1 Form of Guaranty

EXHIBIT F FORM OF DEED OF TRUST F-1 Form of Deed of Trust

EXHIBIT G FORM OF CERTIFICATE AND INDEMNITY AGREEMENT F-1 Form of Deed of Trust

EXHIBIT H FORM OF SUBORDINATION AGREEMENT H- 1 Form of Subordination Agreement

EXHIBIT I

EXHIBIT E-1 FORM OF GUARANTY (Fisher Communications) E-1 - 1 Form of Guaranty

EXHIBIT E-2 FORM OF GUARANTY (other Guarantors) E-2 - 1 Form of Guaranty

EXHIBIT F FORM OF DEED OF TRUST F-1 Form of Deed of Trust

EXHIBIT G FORM OF CERTIFICATE AND INDEMNITY AGREEMENT F-1 Form of Deed of Trust

EXHIBIT H FORM OF SUBORDINATION AGREEMENT H- 1 Form of Subordination Agreement

EXHIBIT I FORM OF OPINION OF COUNSEL I-1 Form of Opinion of Counsel

Exhibit No. 21.1 Fisher Communications, Inc. Subsidiaries
Subsidiary Jurisdiction in Which Organized

EXHIBIT E-2 FORM OF GUARANTY (other Guarantors) E-2 - 1 Form of Guaranty

EXHIBIT F FORM OF DEED OF TRUST F-1 Form of Deed of Trust

EXHIBIT G FORM OF CERTIFICATE AND INDEMNITY AGREEMENT F-1 Form of Deed of Trust

EXHIBIT H FORM OF SUBORDINATION AGREEMENT H- 1 Form of Subordination Agreement

EXHIBIT I FORM OF OPINION OF COUNSEL I-1 Form of Opinion of Counsel

Exhibit No. 21.1 Fisher Communications, Inc. Subsidiaries
Subsidiary Fisher Broadcasting Company Fisher Mills Inc. Fisher Properties Inc. Fisher Media Services Company Fisher Pathways, Inc. /(1)/ Fisher Radio Regional Group Inc. /(2)/ Valley Milling Company /(3)/ Fisher Broadcasting - Georgia, L.L.C. /(2)/ Fisher Broadcasting - Seattle TV, L.L.C. /(2)/ Fisher Broadcasting - Seattle Radio, L.L.C. /(2)/ Fisher Broadcasting - Portland TV, L.L.C. /(2)/ Fisher Broadcasting - Portland Radio, L.L.C. /(2)/ Jurisdiction in Which Organized Washington Washington Washington Washington Washington Washington Washington Delaware Delaware Delaware Delaware Delaware

EXHIBIT F FORM OF DEED OF TRUST F-1 Form of Deed of Trust

EXHIBIT G FORM OF CERTIFICATE AND INDEMNITY AGREEMENT F-1 Form of Deed of Trust

EXHIBIT H FORM OF SUBORDINATION AGREEMENT H- 1 Form of Subordination Agreement

EXHIBIT I FORM OF OPINION OF COUNSEL I-1 Form of Opinion of Counsel

Exhibit No. 21.1 Fisher Communications, Inc. Subsidiaries
Subsidiary Fisher Broadcasting Company Fisher Mills Inc. Fisher Properties Inc. Fisher Media Services Company Fisher Pathways, Inc. /(1)/ Fisher Radio Regional Group Inc. /(2)/ Valley Milling Company /(3)/ Fisher Broadcasting - Georgia, L.L.C. /(2)/ Fisher Broadcasting - Seattle TV, L.L.C. /(2)/ Fisher Broadcasting - Seattle Radio, L.L.C. /(2)/ Fisher Broadcasting - Portland TV, L.L.C. /(2)/ Fisher Broadcasting - Portland Radio, L.L.C. /(2)/ Fisher Broadcasting - Oregon TV, L.L.C. /(2)/ Fisher Broadcasting - Washington TV, L.L.C. /(2)/ Fisher Broadcasting - Idaho TV, L.L.C. /(2)/ Fisher Broadcasting - S.E. Idaho TV, L.L.C. /(2)/ Fisher Entertainment, L.L.C. /(1)/ Jurisdiction in Which Organized Washington Washington Washington Washington Washington Washington Washington Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware

(1) Wholly owned by Fisher Media Services Company (2) Wholly owned by Fisher Broadcasting Company (3) Wholly owned by Fisher Mills Inc.

EXHIBIT G FORM OF CERTIFICATE AND INDEMNITY AGREEMENT F-1 Form of Deed of Trust

EXHIBIT H FORM OF SUBORDINATION AGREEMENT H- 1 Form of Subordination Agreement

EXHIBIT I FORM OF OPINION OF COUNSEL I-1 Form of Opinion of Counsel

Exhibit No. 21.1 Fisher Communications, Inc. Subsidiaries
Subsidiary Fisher Broadcasting Company Fisher Mills Inc. Fisher Properties Inc. Fisher Media Services Company Fisher Pathways, Inc. /(1)/ Fisher Radio Regional Group Inc. /(2)/ Valley Milling Company /(3)/ Fisher Broadcasting - Georgia, L.L.C. /(2)/ Fisher Broadcasting - Seattle TV, L.L.C. /(2)/ Fisher Broadcasting - Seattle Radio, L.L.C. /(2)/ Fisher Broadcasting - Portland TV, L.L.C. /(2)/ Fisher Broadcasting - Portland Radio, L.L.C. /(2)/ Fisher Broadcasting - Oregon TV, L.L.C. /(2)/ Fisher Broadcasting - Washington TV, L.L.C. /(2)/ Fisher Broadcasting - Idaho TV, L.L.C. /(2)/ Fisher Broadcasting - S.E. Idaho TV, L.L.C. /(2)/ Fisher Entertainment, L.L.C. /(1)/ Jurisdiction in Which Organized Washington Washington Washington Washington Washington Washington Washington Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware

(1) Wholly owned by Fisher Media Services Company (2) Wholly owned by Fisher Broadcasting Company (3) Wholly owned by Fisher Mills Inc.

EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33332103) of Fisher Communications, Inc. (formerly Fisher Companies Inc.) of our report dated March21, 2002

EXHIBIT H FORM OF SUBORDINATION AGREEMENT H- 1 Form of Subordination Agreement

EXHIBIT I FORM OF OPINION OF COUNSEL I-1 Form of Opinion of Counsel

Exhibit No. 21.1 Fisher Communications, Inc. Subsidiaries
Subsidiary Fisher Broadcasting Company Fisher Mills Inc. Fisher Properties Inc. Fisher Media Services Company Fisher Pathways, Inc. /(1)/ Fisher Radio Regional Group Inc. /(2)/ Valley Milling Company /(3)/ Fisher Broadcasting - Georgia, L.L.C. /(2)/ Fisher Broadcasting - Seattle TV, L.L.C. /(2)/ Fisher Broadcasting - Seattle Radio, L.L.C. /(2)/ Fisher Broadcasting - Portland TV, L.L.C. /(2)/ Fisher Broadcasting - Portland Radio, L.L.C. /(2)/ Fisher Broadcasting - Oregon TV, L.L.C. /(2)/ Fisher Broadcasting - Washington TV, L.L.C. /(2)/ Fisher Broadcasting - Idaho TV, L.L.C. /(2)/ Fisher Broadcasting - S.E. Idaho TV, L.L.C. /(2)/ Fisher Entertainment, L.L.C. /(1)/ Jurisdiction in Which Organized Washington Washington Washington Washington Washington Washington Washington Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware

(1) Wholly owned by Fisher Media Services Company (2) Wholly owned by Fisher Broadcasting Company (3) Wholly owned by Fisher Mills Inc.

EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33332103) of Fisher Communications, Inc. (formerly Fisher Companies Inc.) of our report dated March21, 2002 appearing in this Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Seattle, Washington March 27, 2002

EXHIBIT I FORM OF OPINION OF COUNSEL I-1 Form of Opinion of Counsel

Exhibit No. 21.1 Fisher Communications, Inc. Subsidiaries
Subsidiary Fisher Broadcasting Company Fisher Mills Inc. Fisher Properties Inc. Fisher Media Services Company Fisher Pathways, Inc. /(1)/ Fisher Radio Regional Group Inc. /(2)/ Valley Milling Company /(3)/ Fisher Broadcasting - Georgia, L.L.C. /(2)/ Fisher Broadcasting - Seattle TV, L.L.C. /(2)/ Fisher Broadcasting - Seattle Radio, L.L.C. /(2)/ Fisher Broadcasting - Portland TV, L.L.C. /(2)/ Fisher Broadcasting - Portland Radio, L.L.C. /(2)/ Fisher Broadcasting - Oregon TV, L.L.C. /(2)/ Fisher Broadcasting - Washington TV, L.L.C. /(2)/ Fisher Broadcasting - Idaho TV, L.L.C. /(2)/ Fisher Broadcasting - S.E. Idaho TV, L.L.C. /(2)/ Fisher Entertainment, L.L.C. /(1)/ Jurisdiction in Which Organized Washington Washington Washington Washington Washington Washington Washington Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware

(1) Wholly owned by Fisher Media Services Company (2) Wholly owned by Fisher Broadcasting Company (3) Wholly owned by Fisher Mills Inc.

EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33332103) of Fisher Communications, Inc. (formerly Fisher Companies Inc.) of our report dated March21, 2002 appearing in this Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Seattle, Washington March 27, 2002

EXHIBIT 24.1 POWER OF ATTORNEY

Exhibit No. 21.1 Fisher Communications, Inc. Subsidiaries
Subsidiary Fisher Broadcasting Company Fisher Mills Inc. Fisher Properties Inc. Fisher Media Services Company Fisher Pathways, Inc. /(1)/ Fisher Radio Regional Group Inc. /(2)/ Valley Milling Company /(3)/ Fisher Broadcasting - Georgia, L.L.C. /(2)/ Fisher Broadcasting - Seattle TV, L.L.C. /(2)/ Fisher Broadcasting - Seattle Radio, L.L.C. /(2)/ Fisher Broadcasting - Portland TV, L.L.C. /(2)/ Fisher Broadcasting - Portland Radio, L.L.C. /(2)/ Fisher Broadcasting - Oregon TV, L.L.C. /(2)/ Fisher Broadcasting - Washington TV, L.L.C. /(2)/ Fisher Broadcasting - Idaho TV, L.L.C. /(2)/ Fisher Broadcasting - S.E. Idaho TV, L.L.C. /(2)/ Fisher Entertainment, L.L.C. /(1)/ Jurisdiction in Which Organized Washington Washington Washington Washington Washington Washington Washington Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware Delaware

(1) Wholly owned by Fisher Media Services Company (2) Wholly owned by Fisher Broadcasting Company (3) Wholly owned by Fisher Mills Inc.

EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33332103) of Fisher Communications, Inc. (formerly Fisher Companies Inc.) of our report dated March21, 2002 appearing in this Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Seattle, Washington March 27, 2002

EXHIBIT 24.1 POWER OF ATTORNEY The undersigned, ______________________________, hereby authorizes and appoints William W. Krippaehne, Jr., Warren J. Spector and David D. Hillard, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of him, individually and in each capacity stated below, and to file, the Annual Report of Fisher Communications, Inc. on Form 10-K for the fiscal year ended December 31, 2001 (the "Annual Report"), any and all amendments to the Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do

EXHIBIT 23.1 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33332103) of Fisher Communications, Inc. (formerly Fisher Companies Inc.) of our report dated March21, 2002 appearing in this Form 10-K. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP Seattle, Washington March 27, 2002

EXHIBIT 24.1 POWER OF ATTORNEY The undersigned, ______________________________, hereby authorizes and appoints William W. Krippaehne, Jr., Warren J. Spector and David D. Hillard, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of him, individually and in each capacity stated below, and to file, the Annual Report of Fisher Communications, Inc. on Form 10-K for the fiscal year ended December 31, 2001 (the "Annual Report"), any and all amendments to the Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Date: March __, 2002 Signature

EXHIBIT 24.1 POWER OF ATTORNEY The undersigned, ______________________________, hereby authorizes and appoints William W. Krippaehne, Jr., Warren J. Spector and David D. Hillard, and each of them, with full power of substitution and resubstitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act in his name, place and stead and to execute in the name and on behalf of him, individually and in each capacity stated below, and to file, the Annual Report of Fisher Communications, Inc. on Form 10-K for the fiscal year ended December 31, 2001 (the "Annual Report"), any and all amendments to the Annual Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof. Date: March __, 2002 Signature


				
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