GRANITE BROADCASTING CORP, 8-K, 1998-07-01

GRANITE BROADCASTING CORP
8-K, 1998-07-01
TELEVISION BROADCASTING STATIONS

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 1, 1998 (June 10, 1998)

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

GRANITE BROADCASTING CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 0-19728 13-3458782
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

767 Third Avenue, 34th Floor
New York, New York 10017
(212) 826-2530
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)

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Item 1. Changes in Control of Registrant

Not Applicable

Item 2. Acquisition of Assets

Not Applicable

Item 3. Bankruptcy or Receivership

Not Applicable

Item 4. Changes in Registrant's Certifying Accountants

Not Applicable

Item 5. Other Events

Granite Broadcasting Corporation ("Granite") entered into definite
agreements with The Michael Lincoln Charitable Remainder Unitrust and The James
J. Gabbert Charitable Remainder Unitrust, each dated as of June 26, 1998, to
acquire 49% of the outstanding stock of Pacific FM Incorporated ("Pacific"), the
owner of KOFY-TV, the WB affiliated station serving the San
Francisco-Oakland-San Jose California television market ("KOFY"). Granite
previously entered into a definitive agreement with Pacific, James J. Gabbert
and Michael P. Lincoln to acquire the other 51% of the outstanding stock of
Pacific. The total purchase price of all the stock of Pacific will be $143.8
million in cash, subject to certain adjustments. In addition, the Company will
pay $30.0 million to the principal shareholders of Pacific for a covenant not to
compete in the San Francisco-Oakland-San Jose television market for a period of
five years from the closing of Granite's acquisition of KOFY. Copies of the
agreements with The Michael Lincoln Charitable Remainder Unitrust and The James
J. Gabbert Charitable Remainder Unitrust are attached hereto as Exhibits 2.3 and
2.4, respectively, and are hereby incorporated by reference herein.

The consummation of the KOFY acquisition is contingent on, among other
things, approval by the Federal Communications Commission ("FCC") and other
customary closing conditions. On June 24, 1998, Granite received an initial
order from the FCC granting the transfer of control of Pacific to Granite. In so
doing, the FCC granted a temporary waiver of the FCC's duopoly rules permitting
Granite's common ownership of both KOFY and KNTV, the ABC station serving the
San Jose, California television market, provided that Granite files an
application with the FCC to bring it into

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compliance with the FCC's duopoly rules within nine months of the acquistion of
KOFY. The acquisition of KOFY is expected to be completed early in the third
quarter of 1998.

Granite previously announced that on February 19, 1998, Granite and
certain of Granite's subsidiaries entered into a definitive agreement with
Freedom Communications, Inc. ("Freedom") to sell the assets of WWMT-TV, the CBS
affiliated station serving the Grand Rapids-Kalamazoo-Battle Creek, Michigan
television market ("WWMT") and WLAJ-TV, the ABC affiliated station serving the
Lansing, Michigan television market ("WLAJ") for $170.0 million in the
aggregate. On June 30, 1998, the FCC order granting its consent to the
assignment of WWMT from Granite to Freedom became final. In addition, on June
24, 1998, the FCC granted an initial order approving the sale of WLAJ to
Freedom. The disposition of WWMT and WLAJ is expected to be completed early in
the third quarter of 1998.

On June 10, 1998, Granite entered into a new credit agreement (the
"Credit Agreement") which provides for a senior secured revolving credit
facility of $260,000,000 and borrowings of up to $240,000,000 on an uncommitted
basis. The Credit Agreement will be used for acquisitions and other corporate
purposes. A copy of the Credit Agreement is attached hereto as Exhibit 4.35 and
is hereby incorporated by reference herein.

Item 6. Resignation of Registrant's Directors

Not Applicable

Item 7. Financial Statements and Exhibits

C. Exhibits.

2.3 Stock Purchase Agreement, dated as of June 26,
1998, between Granite Broadcasting Corporation and
The James J. Gabbert Charitable Remainder
Unitrust.

2.4 Stock Purchase Agreement, dated as of June 26,
1998, between Granite Broadcasting Corporation and
The Michael Lincoln Charitable Remainder Unitrust.

3
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4.35 Fourth Amended and Restated Credit Agreement,
dated as of June 10, 1998, among Granite
Broadcasting Corporation, as Borrower, the Lenders
listed therein, Bankers Trust Company, as
Administrative Agent, The Bank of New York, as
Documentation Agent, and Goldman Sachs Credit
Partners L.P., Union Bank of California, N.A., and
ABN AMRO Bank N.V., as Co-Agents.

Item 8. Change in Financial Year

Not Applicable

Item 9. Sales of Equity Securities Pursuant to Regulation S

Not Applicable

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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

GRANITE BROADCASTING CORPORATION

Dated: July 1, 1998 By: /s/ Lawrence I. Wills
-----------------------
Name: Lawrence I. Wills
Its: Vice President - Finance and
Controller

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EXHIBIT INDEX

2.3 Stock Purchase Agreement, dated as of June 26, 1998, between Granite
Broadcasting Corporation and The James J. Gabbert Charitable Remainder
Unitrust.

2.4 Stock Purchase Agreement, dated as of June 26, 1998, between Granite
Broadcasting Corporation and The Michael Lincoln Charitable Remainder
Unitrust.

4.35 Fourth Amended and Restated Credit Agreement, dated as of June 10,
1998, among Granite Broadcasting Corporation, as Borrower, the Lenders
listed therein, Bankers Trust Company, as Administrative Agent, The
Bank of New York as Documentation Agent, and Goldman Sachs Credit
Partners L.P., Union Bank of California, N.A., and ABN AMRO Bank N.V.,
as Co-Agents.

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Exhibit 2.3

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

STOCK PURCHASE AGREEMENT

BETWEEN

GRANITE BROADCASTING CORPORATION

AND

THE JAMES J. GABBERT

CHARITABLE REMAINDER UNITRUST

dated as of

June 26, 1998

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

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TABLE OF CONTENTS

Page
<S> <C>
1. Definitions....................................................................................................2
1.1 Defined Terms........................................................................................2
1.2 Accounting Terms.....................................................................................8
1.3 Other Definition Provisions..........................................................................8

2. Purchase of Shares, Purchase Price and Method of Payment.......................................................9
2.1 Purchase of Shares...................................................................................9
2.2 Consideration........................................................................................9
2.2.1 Purchase Price............................................................................9

4. Representations Relating to Pacific...........................................................................10
4.1 Organization and Standing...........................................................................10
4.2 Capital Stock.......................................................................................10
4.2.1 Outstanding Stock........................................................................10
4.2.2 No Encumbrances..........................................................................11

5. Representations and Warranties of Seller......................................................................11
5.1 Organization and Standing...........................................................................11
5.2 Authorization and Binding Obligations...............................................................11
5.3 No Contravention; Consents..........................................................................12
5.3.1 No Contravention.........................................................................12
5.3.2 Consent..................................................................................13
5.4 Ownership of Shares.................................................................................13

6. Representations and Warranties of Buyer.......................................................................13
6.1 Organization and Standing...........................................................................13
6.2 Authorization and Binding Obligations...............................................................14
6.3 No Contravention....................................................................................14
6.4 Litigation..........................................................................................15
6.5 Qualifications as Broadcasting Licensee.............................................................16
6.6 Financial Capacity..................................................................................16

7. Conduct Pending Closing.......................................................................................16
7.1 Seller's Covenants..................................................................................16
7.1.1 Organization, Etc........................................................................16
7.1.2 Litigation...............................................................................17
7.1.3 Offers to Purchase.......................................................................17
7.1.4 No Breach of Representations and Warranties..............................................17
7.1.5 No Violations............................................................................18
7.1.6 Encumbrances; Transfers..................................................................18

</TABLE>

(i)

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Page

<S> <C>
7.2 Buyer's Covenants...................................................................................18
7.2.1 Organization, Etc........................................................................18
7.2.2 Litigation...............................................................................19
7.2.3 No Breach of Representations and Warranties..............................................19
7.2.4 No Violations............................................................................19

8. Conditions Precedent to the Obligations of the Parties........................................................20
8.1 Conditions Precedent to the Obligation of Buyer.....................................................20
8.1.1 Accuracy of Representations and Warranties...............................................20
8.1.2 Compliance with Agreement................................................................20
8.1.3 No Obstructive Proceeding................................................................21
8.1.4 Adverse Change...........................................................................22
8.1.5 Authorization............................................................................23
8.1.6 Opinions of Counsel......................................................................23
8.1.7 Proceedings..............................................................................23
8.1.8 HSRA Waiting Period......................................................................24
8.1.9 FIRPTA Affidavits........................................................................24
8.2 Conditions to Obligations of Seller.................................................................24
8.2.1 Accuracy of Representations and Warranties...............................................24
8.2.2 Compliance with Agreement................................................................25
8.2.3 No Obstructive Proceeding................................................................25
8.2.4 Proceedings..............................................................................27
8.2.5 Opinion of Counsel.......................................................................27
8.2.6 HSRA Waiting Period......................................................................27
8.2.7 Authorizations...........................................................................27
8.2.8 Payment..................................................................................28
8.2.9 Officer's Certificate....................................................................28

9. Instruments of Conveyance and Transfer; Closing Certificates..................................................28
9.1 Instruments of Conveyance and Transfer of Shares....................................................28
9.2 Closing Certificate.................................................................................29

10. Brokers......................................................................................................29

11. Survival; Indemnification....................................................................................30
11.1 Survival...........................................................................................30
11.2 Seller's Indemnification...........................................................................30
11.3 Buyer's Indemnification............................................................................30
11.4 Indemnification Claim..............................................................................31
11.5 Notice of Claim....................................................................................32
11.6 Date of Notice of Claim............................................................................34
11.7 Consent of Indemnitee..............................................................................34

</TABLE>

(ii)
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Page
<S> <C>
12. Termination..................................................................................................34
12.1 Termination........................................................................................34
12.1.1 Buyer...................................................................................34
12.1.2 Seller..................................................................................34
12.1.3 Mutual Consent..........................................................................35
12.1.4 By Seller Upon Breach...................................................................35
12.1.5 By Buyer Upon Breach....................................................................35

12.2 Limitations........................................................................................35

13. Confidentiality..............................................................................................36
13.1 Seller's Confidentiality...........................................................................36
13.2 Buyer Confidentiality..............................................................................36
13.3 Specific Performance...............................................................................38

14. Miscellaneous................................................................................................38
14.1 Grace Period.......................................................................................38
14.1.1 Default Grace Period....................................................................38
14.1.2 Final Order Grace Period................................................................38
14.2 Costs, Expenses, Etc...............................................................................39
14.3 Further Assurances.................................................................................40
14.4 Notice of Proceedings..............................................................................40
14.5 Notices............................................................................................41
14.6 Headings and Entire Agreement; Amendment...........................................................42
14.7 Waiver.............................................................................................42
14.8 Binding Effect and Assignment......................................................................43
14.9 Counterparts.......................................................................................43
14.10 Exhibits and Attachments..........................................................................43
14.11 Rights Cumulative.................................................................................44
14.12 Governing Law.....................................................................................44
14.13 Severability......................................................................................44
14.14 Third Party Rights................................................................................44
14.15 Press Releases....................................................................................45
14.16 Specific Performance..............................................................................45
14.17 Concurrent Closing................................................................................45
</TABLE>

(iii)

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EXHIBITS

Exhibit A - Form of Opinion of Counsel to Seller
Exhibit B - Form of Opinion of Counsel to Buyer

SCHEDULES

Schedule 1-F - Excluded KOFY Assets; Excluded Contracts
Schedule 4.10.1 - Station Employee Benefit Plans
Schedule 4.10.2 - Terminated Employee Benefit Plans

(iv)

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PURCHASE AND SALE AGREEMENT

THIS AGREEMENT, dated as of June __, 1998, between GRANITE BROADCASTING
CORPORATION, a Delaware corporation ("Buyer"), and the Trust for Public Land as
trustee for The James J. Gabbert Charitable Remainder Unitrust (the "Seller").

WITNESSETH:

WHEREAS, Pacific FM Incorporated, a California corporation ("Pacific") owns
and operates, under license from the Federal Communications Commission (the
"FCC"), television station KOFY, Channel 20, San Francisco, California and its
auxiliary facilities ("KOFY"), including all of the assets associated therewith;

WHEREAS, Seller owns 637 shares of outstanding capital stock of Pacific
(the "Seller's Shares"); and

WHEREAS, Buyer desires to purchase from the Seller all of the outstanding
capital stock of Pacific owned by Seller, and Seller desires to sell and assign
all of the outstanding capital stock of Pacific owned by Seller to Buyer, all in
accordance with the terms and conditions herein set forth.

NOW, THEREFORE, in consideration of the premises contained herein and
for the other good and valuable consideration, the

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receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

1. Definitions. As used herein, the following terms shall have the
following meanings:

1.1 Defined Terms.

"Accrued Pacific Taxes" means all Taxes of Pacific accruing during any
tax period ending on or prior to the Closing Date, including but not limited to
Taxes attributable to: (i) the direct or indirect transfer and assignment of the
Excluded Pacific Assets from Pacific and its Subsidiaries to Stockholder Co. and
the assumption by Stockholder Co. of the Excluded Pacific Liabilities; and (ii)
the distribution of the stock of Stockholder Co. from Pacific to its
stockholders.

"Affiliate" (and, with a correlative meaning, "Affiliated") shall
mean, with respect to any Person, any other Person that directly, or through
one or more intermediaries, controls or is controlled by or is under common
control with such first Person, and, if such a Person is an individual, any
member of the immediate family (including parents, spouse and children) of
such individual and any trust whose principal beneficiary is such individual
or one or more members of such immediate family

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and any Person who is controlled by any such member or trust. As used in this
definition, "control" (including, with correlative meanings, "controlled by"
and "under common control with," shall mean possession, directly or
indirectly, of power to direct or cause the direction of management or
policies (whether through ownership of securities or partnership or other
ownership interests, by contract or otherwise)).

"Agreement" means this Stock Purchase Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

"Buyer" has the meaning set forth in the recitals hereto.

"Buyer's Representative" has the meaning set forth in Section 13.2
hereof.

"Closing" means the consummation of the purchase, assignment and sale
of the shares of Pacific Common Stock as contemplated hereby.

"Closing Date" means a time and business date to be selected by
Buyer, which date shall occur between: (i) two business days after the date
on which the conditions specified in Section 8 and Section 14.17 hereof shall
have been met or waived

3
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by the beneficiary thereof; and (ii) subject to the provisions of Section
14.1 hereof, the Outside Closing Date, unless Buyer and Pacific mutually
agree to a different time and date.

"Closing Place" means the offices of Akin, Gump, Strauss, Hauer &
Feld, L.L.P., 1333 New Hampshire Avenue, N.W., Suite 400, Washington, D.C. 20036
or such other place as the Buyer and Pacific may agree.

"Code" means the Internal Revenue Code of 1986, as amended, and the
treasury regulations promulgated thereunder, as in effect from time to time.

"Communications Act" means the Communications Act of 1934, as amended,
and the rules, regulations and policies promulgated thereunder, as in effect
from time to time.

"Date of Notice of Claim" has the meaning set forth in Section 11.6
hereof.

"Effective Time" means 12:01 a.m. on the Closing Date.

"Encumbrances" means all mortgages, security interests, pledges,
claims, liens, charges, covenants, easements, rights of way, restrictions,
encroachments, leases, occupancies, tenancies, options, preemptive purchase
or other rights or any other encumbrances whatsoever.

4
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"Excluded Pacific Assets" means: (a) Accounts Receivable; (b) cash
on hand and in bank accounts that relate exclusively to the operation of
Pacific prior to the Closing Date; and (c) any Contract, Employee Benefit
Plan, agreement or asset listed on Schedules 1-F or 4.10.1 or 4.10.2.

"Excluded Pacific Liabilities" means all Liabilities (including
Accrued Pacific Taxes), commitments or other obligations of KOFY, Pacific,
Stockholders (as defined in the GL Stock Purchase Agreement) or any of their
Affiliates or stockholders of any kind and nature, whether direct or indirect,
absolute, accrued, contingent or otherwise, or due or to become due, asserted or
unasserted, matured or unmatured, other than Included Pacific Obligations (as
defined in the GL Stock Purchase Agreement).

"FCC" has the meaning set forth in the recitals hereto.

"FCC Applications" has the meaning set forth in Section 3.1 of the GL
Stock Purchase Agreement

"FCC Consent" has the meaning set forth in Section 3.2 of the GL Stock
Purchase Agreement.

"Final Order" has the meaning set forth in the GL Stock Purchase
Agreement.

5
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"GAAP" means generally accepted accounting principles in effect in
the United States of America at the time of determination, and which are
consistently applied.

"GL Stock Purchase Agreement" means the Stock Purchase Agreement,
dated October 3, 1997, among Buyer, James J. Gabbert, Michael P. Lincoln and
Pacific providing for the sale of 780.3 shares of the Pacific Common Stock from
James J. Gabbert and Michael P. Lincoln to Buyer.

"Governmental Authority" means any court or federal, state, municipal
or other governmental or quasi-governmental authority, department, commission,
board, agency or instrumentality, foreign or domestic, or any employee or agent
thereof.

"HSRA" means the Hart-Scott-Rodino Act.

"Indemnitee" has the meaning set forth in Section 11.4 hereof.

"Indemnitor" has the meaning set forth in Section 11.4 hereof.

"Material Adverse Effect" means any material and adverse effect
upon the business, assets, prospects, liabilities, financial condition,
rights or results of operations of KOFY, the

6
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broadcasting assets of Pacific, or upon the ability of Buyer, Seller to
perform in any material respect their respective obligations under this
Agreement.

"Notice of Claim" has the meaning set forth in Section 11.4 hereof.

"Outside Closing Date" shall mean July 1, 1998.

"Pacific" has the meaning set forth in the recitals hereto.

"Pacific Common Stock" has the meaning set forth in Section 4.2.1
hereof.

"Person" shall mean any natural person, corporation, partnership,
limited liability company, firm, joint venture, joint-stock company, trust,
association, unincorporated entity of any kind, trust, governmental or
regulatory body or other entity.

"Purchase Price" has the meaning set forth in Section 2.2.1 hereof.

"Seller's Shares" has the meaning set forth in the recitals hereof.

"Shares" means all of the issued and outstanding shares of Pacific
Common Stock.

7
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"Stockholder Co." means a direct wholly-owned subsidiary of Pacific,
that shall be assigned all the Excluded Pacific Assets and assume all of the
excluded Pacific Liabilities prior to the Closing.

"Subsidiary" means, with respect to any Person, any corporation or
other entity, whether now existing or hereafter organized or acquired, of which
securities or other ownership interests are at the time owned by such Person
and/or one or more Subsidiaries of such Person.

1.2 Accounting Terms. All terms of an accounting nature not
specifically defined herein shall have the respective meanings given to them
under GAAP.

1.3 Other Definition Provisions. The masculine form of words
includes the feminine and the neuter and vice versa, and, unless the context
otherwise requires, the singular form of words includes the plural and vice
versa. The words "herein," "hereof," "hereunder" and other words of similar
import when used in this Agreement refer to this Agreement as a whole, and
not to any particular section or subsection.

<PAGE>

2. Purchase of Shares, Purchase Price and Method of Payment.

2.1 Purchase of Shares. In accordance with the terms and upon
satisfaction of the conditions contained in this Agreement, at the Closing,
Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer
shall purchase from Seller, all of the shares of Pacific Common Stock owned by
Seller, consisting of 637 shares of Pacific Common Stock.

2.2 Consideration.

2.2.1 Purchase Price. The Purchase Price for the Seller's Shares
of Pacific Common Stock to be sold and transferred pursuant to this Agreement
shall be Fifty-Nine Million Eight Hundred Forty-Eight Thousand Eight Hundred
Fifty-Seven Dollars ($59,848,857). At the Closing, Buyer will pay to Seller by
wire transfer of immediately available federal funds (pursuant to wire
instructions that Pacific shall deliver to Buyer prior to Closing) the Purchase
Price.

3. FCC Notification. Buyer and Seller shall timely file with the FCC any
required notifications and documentation with respect to this Agreement and
the transactions contemplated herein.

<PAGE>

4. Representations Relating to Pacific. Seller is informed and believes
and based thereon, represents to Buyer that, as of the date hereof:

4.1 Organization and Standing. Each of Pacific and its
Subsidiaries: (a) is a corporation duly organized, validly laws of the State
of California; (b) has full corporate power and authority to own, lease and
use its properties and to conduct its business and operations as now being
conducted and proposed to be conducted under existing agreements and to
perform the obligations required to be performed by it hereunder and to
consummate the transactions contemplated hereby; (c) is duly qualified to do
business in every jurisdiction in which the nature of its business requires
such qualification, except where the failure to so qualify would not have a
Material Adverse Effect.

4.2 Capital Stock.

4.2.1 Outstanding Stock. The authorized capital stock of
Pacific consists solely of 12,000 shares of common stock, par value $10.00
per share ("Pacific Common Stock"). As of the date hereof and as of the
Closing, the only issued and outstanding capital stock of Pacific is, and
will be, the Shares,

<PAGE>

which consist of 1,530 shares of Pacific Common Stock, of which Shares 637
constitute the Seller's Shares.

4.2.2 No Encumbrances. The Seller's Shares will at the Closing be
free and clear of all Encumbrances.

5. Representations and Warranties of Seller. Seller represents and warrants
to Buyer that, as of the date hereof:

5.1 Organization and Standing. Seller: (a) is a trust duly
organized, validly existing and in good standing under the laws of the state
of its incorporation or formation; and (b) has full power and authority to
enter into this Agreement and to perform the obligations required to be
performed by it hereunder and to consummate the transactions contemplated
hereby.

5.2 Authorization and Binding Obligations. The execution, delivery and
performance by Seller of this Agreement and the agreements, exhibits and other
documents to be executed and delivered by Seller pursuant hereto or in
connection herewith have been duly and validly authorized and, upon execution
thereof, will be duly executed and delivered by Seller, and constitute the valid
and binding agreement of Seller enforceable in accordance with its terms, except
as such enforceability may be limited by bankruptcy, insolvency, moratorium or
other laws relating to or

<PAGE>

affecting creditors' rights generally and the exercise of judicial discretion
in accordance with general equitable principles.

5.3 No Contravention; Consents.

5.3.1 No Contravention. The execution, delivery and
performance of this Agreement and the other documents to be executed in
connection herewith, the consummation of the transactions contemplated hereby
and thereby and the compliance with the provisions hereof and thereof by
Seller do not and will not, after the giving of notice, or the lapse of time,
or otherwise: (a) conflict with or violate any provisions of the trust
documents or other formation or governance documents of Seller; (b) result in
the breach of any of the terms of, constitute a default under, conflict with,
result in, or constitute grounds for, the termination or alteration of, or
result in the acceleration of the performance required by the terms of, any
agreement, license, permit or other instrument to which Seller is a party or
by which Seller or any of its properties is bound or affected, or result in
the creation of any Encumbrance upon any of its assets; or (c) violate,
result in the breach of, or conflict with, any laws, regulations, orders,
writs,

<PAGE>

ordinances, injunctions, decrees, rules, or judgments applicable to such
Seller or any of its assets.

5.3.2 Consent. No consent, waiver, authorization or approval
from, or filing of any notice or report with, any Governmental Authority or
other Person is necessary in connection with the execution, delivery or
performance by Seller of this Agreement or any of the documents or transactions
contemplated hereby (with or without the giving of notice, the lapse of time or
both).

5.4 Ownership of Shares. Seller is the record and beneficial owner of
the Seller's Shares free and clear of all Encumbrances. At the Closing, Seller
shall deliver to Buyer duly endorsed certificates evidencing such shares, free
and clear of all Encumbrances.

6. Representations and Warranties of Buyer. Buyer represents, warrants and
covenants to Pacific that:

6.1 Organization and Standing. Buyer: (a) is a corporation duly
organized, validly existing and in good standing under the laws of the State
of Delaware; (b) has full corporate power and authority to own its properties
and to transact the business in which it is currently engaged and to perform
the

<PAGE>

obligations required to be performed by it hereunder and to consummate the
transactions contemplated hereby; and (c) is duly qualified to do business
and in good standing as a foreign corporation in every jurisdiction in which
the nature of the business to be conducted by it requires such qualification,
except where the failure to so qualify would not materially adversely affect
the transactions contemplated hereby.

6.2 Authorization and Binding Obligations. The execution, delivery and
performance of this Agreement and the agreements, exhibits and other documents
to be executed and delivered by Buyer pursuant hereto have been duly and validly
authorized and, upon execution thereof, will be duly executed and delivered by
Buyer and constitute valid and binding agreements of Buyer enforceable in
accordance with their terms except as such enforceability may be limited by
bankruptcy, insolvency, moratorium or other laws relating to or affecting
creditors' rights generally and the exercise of judicial discretion in
accordance with general equitable principles.

6.3 No Contravention. The execution, delivery and performance of
this Agreement and the other documents to be executed in connection herewith,
the consummation of the

<PAGE>

transactions contemplated hereby and thereby in accordance with the terms
hereof and thereof and the compliance with the provisions hereof and thereof
by Buyer do not and will not, after the giving of notice, or the lapse of
time, or otherwise: (a) conflict with or violate any provisions of the
Certificate of Incorporation or Bylaws of Buyer; (b) result in the breach of,
conflict with, or constitute a default under, the provisions of any agreement
or other instrument to which Buyer is a party or by which the property of
Buyer is bound or affected; or (c) violate or conflict with any laws,
regulations, orders, writs, decrees, injunctions or judgments applicable to
Buyer, including the Communications Act.

6.4 Litigation. As of the date hereof, except for administrative
rulemaking or other proceedings of general applicability to the broadcast
industry, there is no civil, criminal or administrative action, suit, demand,
claim, litigation, action, proceeding or investigation of any nature pending
or, to the best of Buyer's knowledge, threatened against or affecting Buyer
that would adversely affect its or, if Buyer assigns its rights hereunder to
a permitted assignee, its

<PAGE>

permitted assignee's ability to consummate the transactions contemplated in
this Agreement.

6.5 Qualifications as Broadcasting Licensee. Subject to obtaining the
FCC Consent to the FCC Applications, Buyer is legally qualified under the
Communications Act to own the Shares and consummate the transactions
contemplated hereby.

6.6 Financial Capacity. Buyer has the financial capacity to satisfy
all of Buyer's obligations under this Agreement and the documents to be executed
and exchanged at the Closing, and to perform all of Buyer's obligations at the
Closing.

7. Conduct Pending Closing.

7.1 Seller's Covenants. Seller covenants and agrees that prior to
Closing:

7.1.1 Organization, Etc. Consistent with normal business
practices, Seller shall use its reasonable best efforts to prevent any change
in its business organization or financial capacity that would materially
impair its ability to consummate the transactions contemplated hereby. Seller
shall not seek any protection under any Federal or state laws affecting
creditors' rights, including bankruptcy and insolvency laws.

<PAGE>

Seller shall notify Buyer of the occurrence of any event identified in this
Section 7.1.1.

7.1.2 Litigation. Seller shall notify Buyer: (a) of any
litigation pending or, to its knowledge, threatened against or affecting Seller
or which challenges or seeks any damages or other payments in connection with
the transactions contemplated hereby; and (b) any change that would adversely
affect the Seller's ability to consummate the transactions contemplated hereby.

7.1.3 Offers to Purchase. Seller shall not entertain or
conduct discussions or negotiations with any Person with respect to any,
direct or indirect, offer or proposal for the purchase or sale of any portion
of the assets or capital stock of Pacific, its Subsidiaries or KOFY, or with
respect to any financing, merger, acquisition, combination, consolidation or
similar transaction involving Pacific, any of its Subsidiaries or KOFY or any
significant assets or business of any of them, or enter into any agreement or
transaction relating to any of the foregoing.

7.1.4 No Breach of Representations and Warranties. Neither
Seller, nor any of its officers, directors,

<PAGE>

employees, agents or representatives, shall take any action or pursue any
other course of conduct, or fail to take any action, that would cause any of
the representations and warranties made by Seller in this Agreement (or any
document delivered in connection herewith) to be materially untrue, incorrect
or inaccurate.

7.1.5 No Violations. Seller shall take all reasonable actions to
prevent, and Seller shall not take any action that would cause, a breach of this
Agreement.

7.1.6 Encumbrances; Transfers. Seller shall not sell, assign,
transfer or dispose of any shares of Pacific Common Stock or agree to do any of
the foregoing. Seller shall not create, assume or permit to exist any
Encumbrance affecting any shares of Pacific Common Stock.

7.2 Buyer's Covenants. Buyer covenants and agrees that prior to
Closing:

7.2.1 Organization, Etc. Consistent with normal business
practices, Buyer shall use its reasonable best efforts to prevent any change in
its business organization or financial capacity that would materially impair its
ability to consummate the transactions contemplated hereby. Buyer shall not seek
any protection under any Federal or state laws affecting

<PAGE>

creditors' rights, including bankruptcy and insolvency laws. Buyer shall
notify Seller of the occurrence of any event identified in this Section 7.2.1.

7.2.2 Litigation. Buyer shall notify Seller: (a) of any
litigation pending or, to its knowledge, threatened against or affecting Buyer
or which challenges or seeks any damages or other payments in connection with
the transactions contemplated hereby; and (b) any change that would adversely
affect the Buyer's ability to consummate the transactions contemplated hereby.

7.2.3 No Breach of Representations and Warranties. Neither the
Buyer, nor any of its officers, directors, employees, agents or representatives,
shall take any action or pursue any other course of conduct, or fail to take any
action, that would cause any of the representations and warranties made by Buyer
in this Agreement (or any document delivered in connection herewith) to be
materially untrue, incorrect or inaccurate.

7.2.4 No Violations. Buyer shall take all reasonable actions to
prevent, and Buyer shall not take any action that would cause, a breach of this
Agreement.

<PAGE>

8. Conditions Precedent to the Obligations of the Parties.

8.1 Conditions Precedent to the Obligation of Buyer. The obligations
of the Buyer under this Agreement are subject, at the Buyer's option, to the
satisfaction on or prior to the Closing Date of each of the following express
conditions precedent:

8.1.1 Accuracy of Representations and Warranties. All
representations and warranties of Seller contained in this Agreement (and in any
document delivered in connection herewith) shall be true and correct in all
respects when made and at and as of the Closing Date as though made at and as of
that time (without regard to any "materiality," "knowledge," or "awareness"
limiting or qualifying language stated therein), except to the extent the
failure to be true and correct, in the aggregate, would not or could not
reasonably be expected to have a Material Adverse Effect, and Buyer shall have
received a certificate, executed by Seller, repeating, as of the Closing Date,
all such representations and warranties.

8.1.2 Compliance with Agreement. Seller shall have performed and
complied in all respects (without regard to any "materially" limiting or
qualifying language stated therein) with all covenants, agreements and
conditions required by this

<PAGE>

Agreement to be performed or complied with by it prior to or on the Closing
Date.

8.1.3 No Obstructive Proceeding.

(a) No Litigation. No action, suit, investigation, or
proceeding shall have been instituted or be pending against or affecting any
of the parties to this Agreement or any of their Affiliates before any court
or any other Governmental Authority to restrain or prohibit, or to obtain
substantial damages in respect of, this Agreement or the consummation of the
transactions contemplated hereby, which may reasonably be expected to result
in a preliminary or permanent injunction against consummating the
transactions contemplated hereby or, if the transactions contemplated hereby
were consummated, an order to nullify or render ineffective this Agreement or
such transactions, or the recovery against Buyer or Pacific of substantial
damages or otherwise have a material adverse effect on Buyer, the business or
operations of Pacific or KOFY or the broadcasting assets of KOFY;

(b) No Governmental Intervention. None of the parties to
this Agreement or their Affiliates shall have received written notice from any
Governmental Authority of: (i)

<PAGE>

its intention to institute any action or proceeding to restrain or enjoin or
nullify or render ineffective this Agreement or the transactions contemplated
hereby if consummated, or commence any investigation into the consummation of
this Agreement or the transactions contemplated hereby; or (ii) the actual
commencement of such an investigation;

(c) No Order. No order, decree or judgment of any
Governmental Authority shall be subsisting against any of the parties which
would render it unlawful or materially restrain or limit Buyer's ability, as of
the Closing Date, to effect the transactions contemplated hereunder in
accordance with the terms hereof or to operate KOFY as presently being
conducted.

8.1.4 Adverse Change. No loss, destruction, impairment,
confiscation or condemnation of any of the broadcasting assets of or relating
to KOFY shall have occurred by reason of fire, explosion, disaster, flood,
accident, riot, insurrection, war, act of God or other occurrence which
individually or in the aggregate has a Material Adverse Effect. In addition,
since June 30, 1996, there shall have been no material adverse change in the
business or operations, prospects

<PAGE>

or condition, financial or otherwise, of Pacific, KOFY or the broadcasting
assets of or relating to KOFY.

8.1.5 Authorization. Buyer shall have received certified copies
of all the respective actions taken by Seller authorizing and approving the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereunder.

8.1.6 Opinions of Counsel. Buyer shall have received the written
opinion of Nelson J. Lee, counsel for Seller, dated the Closing Date,
substantially in the form attached to this Agreement as Exhibit A.

8.1.7 Proceedings. All proceedings to be taken in connection with
the consummation of the transactions contemplated by this Agreement, and all
documents incident thereto, shall be reasonably satisfactory in form and
substance to Buyer and its counsel, and Buyer and its counsel shall have
received copies of such documents as Buyer or its counsel, as the case may be,
may reasonably request in connection with said transactions.

<PAGE>

8.1.8 HSRA Waiting Period. The applicable waiting period(s) under
HSRA with respect to the transactions contemplated by this Agreement shall have
expired.

8.1.9 FIRPTA Affidavits. At the Closing, Seller shall execute and
deliver to Buyer affidavits pursuant to Section 1445(b)(2) of the Code in the
form set forth in Treas. Reg. ss. 1.1445-2(b)(2)(iii)(A), and Buyer agrees that,
except as otherwise provided in Section 1445(b)(7) of the Code and the
regulations promulgated thereunder, upon the execution and delivery of such
affidavits to Buyer, no deduction shall be made or claimed against the Purchase
Price by reason of the requirements of Sections 897 and 1445 of the Code.

8.2 Conditions to Obligations of Seller. The obligations of Seller at
Closing are subject, at Pacific's option, to the fulfillment prior to or at the
Closing Date of each of the following conditions:

8.2.1 Accuracy of Representations and Warranties. All
representations and warranties of Buyer or its permitted assignee contained in
this Agreement (and any document delivered in connection herewith) shall be true
and correct in all respects at and as of the Closing Date as though made at and
as of

<PAGE>

that time (without regard to any "materiality," "knowledge," or "awareness"
limiting or qualifying language stated therein), except where the failure to
be true and correct, in the aggregate, would not have a material adverse
effect on the ability of Seller to consummate the transactions contemplated
hereby, and Agent shall have received a certificate, executed on behalf of
Buyer or its permitted assignee by an officer thereof, to that effect.

8.2.2 Compliance with Agreement. Buyer or its permitted assignee
shall have performed and complied in all respects (without regard to any
"materiality" limiting or qualifying language stated therein) with all
covenants, agreements and conditions required by this Agreement to be performed
or complied with by it prior to or on the Closing Date except where the failure
to so perform and comply, in the aggregate, would not have a material adverse
effect on the ability of Seller to consummate the transactions contemplated
hereby.

8.2.3 No Obstructive Proceeding.

(a) No Litigation. No action, suit, investigation, or
proceeding shall be pending against any of the parties to this Agreement or any
of their Affiliates before any court or any other Governmental Authority to
restrain or prohibit,

<PAGE>

or to obtain substantial damages in respect of, this Agreement or the
consummation of the transactions contemplated hereby, which may reasonably be
expected to result in a preliminary or permanent injunction against
consummating the transactions contemplated hereby or, if the transactions
contemplated hereby were consummated, an order to nullify or render
ineffective this Agreement or such transactions, or the recovery against
Seller of substantial damages or otherwise have a material adverse effect on
Seller.

(b) No Governmental Intervention. None of the parties to
this Agreement or their Affiliates shall have received written notice from any
Governmental Authority of: (i) its intention to institute any action or
proceeding to restrain or enjoin or nullify or render ineffective this Agreement
or the transactions contemplated hereby if consummated, or commence any
investigation into the consummation of this Agreement and the transactions
contemplated hereby; or (ii) the actual commencement of such an investigation.

(c) No Order. No order, decree or judgment of any
Governmental Authority shall be subsisting against any of the parties which
would render it unlawful or materially

<PAGE>

restrain or limit Seller's ability, as of the Closing Date, to effect the
transactions contemplated hereunder in accordance with the terms hereof.

8.2.4 Proceedings. All proceedings to be taken in connection with
the consummation of the transactions contemplated by this Agreement, and all
documents incident thereto, shall be reasonably satisfactory in form and
substance to Seller and its counsel, and Seller and its counsel shall have
received copies of such documents as Seller or its counsel, as the case may be,
may reasonably request in connection with said transactions.

8.2.5 Opinion of Counsel. Seller shall have received the
written opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P., counsel for
Buyer, dated the Closing Date, substantially in the form attached hereto as
Exhibit B.

8.2.6 HSRA Waiting Period. The applicable waiting period(s) under
HSRA with respect to the transactions contemplated by this Agreement shall have
expired.

8.2.7 Authorizations. Agent shall have received certified copies
of all of the actions taken by Buyer authorizing and approving the execution and
delivery of this

<PAGE>

Agreement and the consummation of the transactions contemplated hereunder.

8.2.8 Payment. Buyer shall pay Seller the Purchase Price.

8.2.9 Officer's Certificate. Buyer shall have delivered to Seller
a certificate signed by its Chairman, President or Vice President and its
Secretary or Assistant Secretary dated the Closing Date, to the effect that the
conditions set forth in Sections 8.2.1, 8.2.2 and 8.2.3 have been satisfied.

9. Instruments of Conveyance and Transfer; Closing Certificates.

9.1 Instruments of Conveyance and Transfer of Shares. At the
Closing, to effect the transfers, conveyances or assignments of the Seller's
Shares from Seller to Buyer or Buyer's assignee as herein provided, Seller
shall deliver to Buyer stock certificates representing the Seller's Shares,
duly endorsed in blank or accompanied by stock powers endorsed in blank, all
of said transfers or assignments of the Seller's Shares being free and clear
of all Encumbrances, all in form and substance

<PAGE>

reasonably satisfactory to counsel for Buyer and dated the Closing Date.

9.2 Closing Certificate. At the Closing, Buyer shall have received a
copy of the organizational documents under which Seller was formed, and a
certificate executed by an authorized officer of Seller certifying such trust
instrument.

10. Brokers. Seller represents and warrants to Buyer that Seller has not
engaged any broker, finder or consultant in connection with this Agreement or
the transactions contemplated herein or any aspect hereof. Buyer represents and
warrants to Seller that it has not engaged any broker, finder or consultant in
connection with this Agreement or the transactions contemplated hereby other
than H. Ben LaRue. The brokerage commission of H. Ben LaRue shall be paid by
Buyer at Closing. Subject to the previous sentence, each party agrees to
indemnify and hold the other parties harmless from any and all loss, cost,
liability, damage and expense (including legal and other expenses incident
thereto) in respect of any claim for a broker, finder or consultant's fee or
commission or similar payment by virtue of any alleged agreements, arrangements
or understandings with the indemnifying party or any of its Affiliates.

<PAGE>

11. Survival; Indemnification.

11.1 Survival. The several representations and warranties of the
parties contained in this Agreement (or in any document delivered in
connection herewith) shall be deemed to have been made on the date of this
Agreement and on the Closing Date, shall survive the Closing Date and shall
remain operative and in full force and effect without limitation.

11.2 Seller's Indemnification. Seller agrees to indemnify, defend and
hold Buyer and its Affiliates harmless from and against any and all loss, cost,
Liability, Tax, damage and expenses (including reasonable legal and other
expenses incident thereto) resulting from breach of Seller's representations,
warranties, covenants or agreements (without reference to any "materiality"
limiting or qualifying contained therein) contained in this Agreement or any
instruments delivered in connection herewith.

11.3 Buyer's Indemnification. From and after the Closing, Buyer agrees
to indemnify, defend and hold Seller harmless from and against any and all loss,
cost, Liability, damage and expense (including reasonable legal and other
expenses incident thereto) resulting from Buyer's breach of any of its

<PAGE>

representations, warranties, covenants or agreements under this Agreement or
any instrument delivered in connection herewith.

11.4 Indemnification Claim. Upon obtaining knowledge of any claim
or demand which has given rise to, or could reasonably give rise to, a claim
for indemnification hereunder, the party seeking indemnification
("Indemnitee") shall promptly give written notice ("Notice of Claim") of such
claim or demand to the party or parties it is seeking indemnification from
("Indemnitor"). Indemnitee shall furnish to the Indemnitor in reasonable
detail such information as Indemnitee may have with respect to such
indemnification claim (including copies of any summons, complaint or other
pleading which may have been served on it and any written claim, demand,
invoice, billing or other document evidencing or asserting the same). Subject
to the limitations set forth in Section 11.1 hereof, no failure or delay by
Indemnitee in the performance of the foregoing shall reduce or otherwise
affect the obligation of Indemnitor to indemnify and hold Indemnitee
harmless, except to the extent that such failure or delay shall have
materially adversely affected Indemnitor's ability to defend against, settle
or satisfy any Liability,

<PAGE>

damage, loss, claim or demand for which Indemnitee is entitled to
indemnification hereunder.

11.5 Notice of Claim. If the claim or demand set forth in the
Notice of Claim given by Indemnitee pursuant to Section 11.4 hereof is a
claim or demand asserted by a third party, Indemnitor shall have fifteen (15)
days after the Date of Notice of Claim to notify Indemnitee in writing of its
election to defend such third party claim or demand on behalf of the
Indemnitee. If Indemnitor elects to defend such third party claim or demand,
Indemnitee shall make available to Indemnitor and his agents and
representatives all records and other materials which are reasonably required
in the defense of such third party claim or demand and shall otherwise
cooperate with, and assist Indemnitor in the defense of, such third party
claim or demand, and so long as Indemnitor is defending such third party
claim in good faith, Indemnitee shall not pay, settle or compromise such
third party claim or demand. If Indemnitor elects to defend such third party
claim or demand, Indemnitee shall have the right to participate in the
defense of such third party claim or demand, at Indemnitee's own expense. In
the event, however, that Indemnitee reasonably determines that representation
by counsel to Indemnitor

<PAGE>

of both Indemnitor and Indemnitee may present such counsel with a conflict of
interest, or where non-monetary relief is being sought against Indemnitee by
a third party, then such Indemnitee may employ separate counsel to represent
or defend it in any such action or proceeding and Indemnitor will pay the
fees and disbursements of such counsel; provided, however, that Indemnitor
shall not be required to pay the fees and disbursements of more than one
separate law firm for all Indemnitees in any jurisdiction in any single
action or proceeding. If Indemnitor does not elect to defend such third party
claim or demand or does not defend such third party claim or demand in good
faith, Indemnitee shall have the right, in addition to any other right or
remedy it may have hereunder, at Indemnitor's expense, to defend such third
party claim or demand; provided, however, that (i) Indemnitee shall not have
any obligation to participate in the defense of, or defend, any such third
party claim or demand; and (ii) Indemnitee's defense of or its participation
in the defense of any such third party claim or demand shall not in any way
diminish or lessen the obligations of Indemnitor under the agreements of
indemnification set forth in this Section 15.

<PAGE>

11.6 Date of Notice of Claim. The term "Date of Notice of Claim" shall
mean the date the Notice of Claim is effective pursuant to Section 14.5 of this
Agreement.

11.7 Consent of Indemnitee. No claim giving rise to a Notice of Claim
shall be compromised or settled except with the prior written consent of the
Indemnitee, which consent shall not be unreasonably withheld.

12. Termination. This Agreement may be terminated:

12.1 Termination.

12.1.1 Buyer. Subject to Section 14.1, by Buyer if the Closing
shall not have occurred on or prior to the Outside Closing Date (other than as a
result of the failure by Buyer to fully comply with its obligations under this
Agreement);

12.1.2 Seller. Subject to Section 14.1, by Seller if the Closing
shall not have occurred on or prior to the Outside Closing Date (other than as a
result of the failure by Seller, the Sellers under the GL Stock Purchase
Agreement or any other owner of Pacific Common Stock) to fully comply with this
Agreement, the GL Stock Purchase Agreement or any documents executed in
connection therewith;

<PAGE>

12.1.3 Mutual Consent. By mutual consent of Buyer and Seller,
which consent may be withheld at the absolute discretion of each such party;

12.1.4 By Seller Upon Breach. Subject to Section 14.1, by Seller
if: (a) Buyer is in material breach of this Agreement; and (b) neither Seller,
any Seller under the GL Stock Purchase Agreement nor any other owner of Pacific
Common Stock is then in material breach of this Agreement, the GL Stock Purchase
Agreement or any other document executed in connection therewith).

12.1.5 By Buyer Upon Breach. Subject to Section 14.1, by Buyer:
if (a) Seller is in material breach of this Agreement; and (b) Buyer is not then
in material breach of this Agreement.

12.2 Limitations. Notwithstanding any provision of this Agreement to
the contrary recourse against Buyer or any breach of this Agreement and/or the
GL Stock Purchase Agreement shall be limited to the Deposit, as defined in the
GL Stock Purchase Agreement.

<PAGE>

13. Confidentiality.

13.1 Seller's Confidentiality. Seller shall at all times from the date
hereof until three (3) years after the Closing Date, maintain confidential and
not use for any purpose other than the operation of KOFY, any information
relating to KOFY (other than information in the public domain not as the result
of a breach of this Agreement), its business and operations except: (a) for
disclosure to authorized representatives of Buyer; (b) as necessary to the
performance of this Agreement; (c) as authorized in writing by the Buyer; or (d)
to the extent that disclosure is required by law or the order of any
Governmental Authority under color of law; provided, that, prior to disclosing
any information pursuant to this clause (d), the disclosing Person shall have
given prior written notice thereof to Buyer and provided Buyer with the
opportunity to contest such disclosure at the Buyer's expense.

13.2 Buyer Confidentiality. Prior to the earlier of: (a) three (3)
years from the date hereof; and (b) the Closing, Buyer shall keep and shall
cause its Affiliates and agents (collectively, "Buyer's Representatives") to
keep all information with respect to Pacific and/or KOFY obtained in
connection with

<PAGE>

the negotiation and performance of this Agreement (other than information in
the public domain not as the result of a breach of this Agreement), as
confidential and shall not disclose, and shall cause Buyer's Representatives
not to disclose, such information to any third party (other than Buyer's
financing sources or potential financing sources or potential financing
sources or as may be required in connection with any financing) without
Pacific's express prior written consent, except: (w) for disclosure to
authorized representatives of Pacific; (x) as necessary to the performance of
this Agreement; (y) as authorized in writing by Pacific; or (z) to the extent
that disclosure is required by law or the order of any Governmental Authority
under color of law; provided, that, prior to disclosing any information
pursuant to this clause (z), the disclosing Person shall have given prior
written notice thereof to Pacific and provided Pacific with the opportunity
to contest such disclosure at Pacific's expense. If the transactions
contemplated by this Agreement are not consummated, Buyer will return to
Pacific all confidential information obtained from Pacific by Buyer or
Buyer's Representatives. Buyer shall advise any third party to whom
disclosure of confidential information is made hereunder of the

<PAGE>

confidential nature of such information and shall request that the
confidentiality of such information be preserved.

13.3 Specific Performance. The parties hereby acknowledge that the
damages the other parties would sustain in the event of any violation of the
provisions of this Section 13 are difficult or impossible to ascertain.
Accordingly, the parties hereby agree that each party shall be entitled, in
addition to any other remedy or damages available to it in the event of any
such violation, to injunctive relief to restrain such violation of this
Section 13 by any other party or any Person intended to be subject to the
restriction contained herein which may be acting for or with such other party
or such other Person.

14. Miscellaneous.

14.1 Grace Period.

14.1.1 Default Grace Period. Notwithstanding any other
provision of this Agreement, if a default by any party hereto can be cured or
a condition satisfied within fifteen (15) business days after the time
initially fixed for Closing as set forth herein, then the Closing Date shall
be extended for the period (not to exceed fifteen (15) business days)
required for such party to make such cure or satisfaction; provided that such

<PAGE>

default does not, and would not reasonably be expected to, have a material
adverse effect on KOFY, Pacific, the broadcasting assets of KOFY or Buyer. If
such cure or satisfaction cannot be, or is not, completed within fifteen (15)
business days after such initial time, then the rights of the parties shall
be governed by the applicable provisions of this Agreement.

14.1.2 Final Order Grace Period. Notwithstanding anything to the
contrary contained herein, in the event that the FCC Consent shall have been
obtained but the FCC Consent shall not have become a Final Order on or prior to
July 1, 1998, then the Outside Closing Date shall be extended by forty-five (45)
days.

14.2 Costs, Expenses, Etc. Except as provided elsewhere herein each
of the parties hereto shall bear all costs and expenses incurred by it in
connection with this Agreement and in the preparation for and consummation of
the transactions provided for herein. The payment of all sales, use, transfer
or similar Taxes, documentation stamps, or other charges imposed by any and
all Governmental Authorities (including any income or gain Taxes and Accrued
Pacific Taxes) with respect to the transfer of title to Pacific's assets,
including the Excluded Pacific Assets,

<PAGE>

hereunder and the other transactions anticipated hereby shall be borne by
Seller. All recording costs and fees incurred in connection with the clearing
and removing any liens and Encumbrances including costs incurred so as to
permit Seller to convey good and marketable title to the Shares free and
clear of all Encumbrances, shall be the responsibility of Seller.

14.3 Further Assurances. Each party shall, from time to time, upon the
request of another party, execute, acknowledge and deliver to the other party
such other documents or instruments, and take any and all actions as are
reasonably necessary for the implementation and consummation of the transactions
contemplated by this Agreement.

14.4 Notice of Proceedings. Each party will promptly and in any case
within five (5) business days notify the other parties in writing upon
becoming aware of any labor organization drive or any order or decree or any
complaint praying for an order or decree restraining or enjoining the
consummation of this Agreement or the transactions contemplated hereunder, or
upon receiving any notice from any Governmental Authority of its intention to
institute an investigation into, or institute a suit or proceeding to
restrain or enjoin the consummation of this

<PAGE>

Agreement or such transactions, or to nullify or render ineffective this
Agreement or such transactions if consummated.

14.5 Notices. Any notice, request, demand or consent required or
permitted to be given under this Agreement shall be in writing (including
telexes, telecopies, facsimile transmissions and similar writings) and shall be
effective when transmitted and confirmation of receipt is obtained for telexes,
telecopies, facsimile transmissions and similar writings; when delivered
personally; one day after sent by recognized overnight courier; and five days
after sent by mail, first class, postage prepaid, registered mail, return
receipt requested; in each case to the following address or telephone number, as
applicable:

If to Seller: The Trust for Public Land, Trustee of
the James J. Gabbert Charitable
Remainder Unitrust
116 New Montgomery Street
4th Floor
San Francisco, California 94105
Telecopier: (415) 495-4103
Attn: Nelson J. Lee, General Counsel

If to Buyer: Granite Broadcasting Corporation
767 Third Avenue
34th Floor
New York, New York 10017
Attn: Mr. W. Don Cornwell, Chairman
and Chief Executive Officer
Telephone: (212) 826-2530
Telecopier: (212) 826-2858

<PAGE>

with copies to: Akin, Gump, Strauss, Hauer
& Feld, L.L.P.
1333 New Hampshire Avenue, N.W.
Suite 400
Washington, D.C. 20036
Attn: Russell W. Parks, Jr.
Telephone: (202) 887-4092
Telecopier: (202) 887-4288

or at such other address as either party shall specify by notice to the other.

14.6 Headings and Entire Agreement; Amendment. The section and
subsection headings do not constitute any part of this Agreement and are
inserted herein for convenience of reference only. This Agreement embodies the
entire agreement between the parties with respect to the subject matter hereof.
This Agreement may not be amended, modified or changed orally, and no provision
hereof may be waived, except only in writing signed by the party against whom
enforcement of any amendment, modification, change, waiver, extension or
discharge is sought.

14.7 Waiver. No waiver of a breach of, or default under, any provision
of this Agreement shall be deemed a waiver of such provision or of any
subsequent breach or default of the same or similar nature or of any other
provision or condition of this Agreement.

<PAGE>

14.8 Binding Effect and Assignment. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their
successors and permitted assigns. Neither this Agreement nor any obligation
hereunder shall be assignable except with the prior written consent of the
other party which may be withheld for any reason; provided, however, that
Buyer may assign this Agreement, in whole or in part, to any direct or
indirect wholly owned subsidiary of Buyer provided such assignment shall not
relieve Buyer of its obligations under this Agreement and such assignment
application does not cause a material delay in obtaining the FCC Consent.

14.9 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but which taken together shall
constitute one agreement.

14.10 Exhibits and Attachments. The Exhibits and attachments attached
to this Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein, except that in the event of any
conflict between any of the provisions of such exhibits and the provisions of
this Agreement, the provisions in this Agreement shall control.

<PAGE>

14.11 Rights Cumulative. Except as set forth herein, all rights,
powers and remedies herein given to the parties hereto are cumulative and not
alternative, and are in addition to all statutes or rules of law.

14.12 Governing Law. This Agreement, and the rights and obligations
of the parties hereunder, shall be governed by and construed in accordance
with the laws of the State of New York applicable to contracts made and to be
performed therein. The parties irrevocably consent to the exclusive
jurisdiction of the courts of California to resolve any dispute related to
this Agreement, and also to the convenience of the District Court for the
Northern District of California, to resolve any such dispute.

14.13 Severability. If any provision of this Agreement or the
application thereof to any Person or circumstance, is held invalid, such
invalidity shall not affect any other provision which can be given effect
without the invalid provision or application, and to this end the provisions
hereof shall be severable.

14.14 Third Party Rights. Nothing in this Agreement (including the
Exhibits and other attachments hereto, or any ancillary agreement, instrument or
document contemplated hereby or

<PAGE>

relating hereto) shall be deemed to create any right with respect to any
Person or property not a party to this Agreement.

14.15 Press Releases. Except as otherwise required by law, Buyer and
Seller shall: (a) prior to its issuance of any press release relating to the
transactions contemplated by this Agreement, submit to and consult with the
other party with respect to such press release; and (b) use its best efforts to
characterize the other party, in any other public statements made by the party
making such statement about the other party, on substantially the same basis as
in any press release made by the party making such statement. No other party or
Affiliate of any party shall be permitted to issue a press release relating to
the transactions contemplated hereby.

14.16 Specific Performance. Seller hereby agrees that Buyer shall
be entitled, in addition to any other remedies or damages available to Buyer
in the event of any breach of this Agreement by Seller, to specific
performance of the obligations of Seller under this Agreement.

14.17 Concurrent Closing. Notwithstanding anything to the contrary
contained herein, Buyer's obligation to close the transactions contemplated by
this Agreement, is conditioned on the

<PAGE>

simultaneous closing of the transactions contemplated by the GL Stock
Purchase Agreement.

<PAGE>

IN WITNESS WHEREOF, each party has caused this Agreement to be duly
executed and delivered in its name and on its behalf, all as of the date and
year first above written.

GRANITE BROADCASTING CORPORATION

By: /s/ W. Don Cornwell
--------------------------------
Name: W. Don Cornwell, Chairman
and Chief Executive Officer

THE JAMES J. GABBERT CHARITABLE
REMAINDER UNITRUST

By: THE TRUST FOR PUBLIC LAND,
TRUSTEE

By: /s/ Nelson J. Lee
------------------------------
Name: Nelson J. Lee
Title: Senior Vice President

<PAGE>

Exhibit 2.4

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

STOCK PURCHASE AGREEMENT

BETWEEN

GRANITE BROADCASTING CORPORATION

AND

THE MICHAEL LINCOLN

CHARITABLE REMAINDER UNITRUST

dated as of

June 26, 1998

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

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

3. FCC Notification...............................................................................................9

</TABLE>

(i)
<PAGE>

Page
<S> <C>
7.2 Buyer's Covenants...................................................................................18
7.2.1 Organization, Etc........................................................................18
7.2.2 Litigation...............................................................................19
7.2.3 No Breach of Representations and Warranties..............................................19
7.2.4 No Violations............................................................................19

10. Brokers......................................................................................................29

12. Termination..................................................................................................34
12.1 Termination........................................................................................34

</TABLE>

(ii)
<PAGE>

<TABLE>
<CAPTION>
Page
<S> <C>
12.1.1 Buyer...................................................................................34
12.1.2 Seller..................................................................................34
12.1.3 Mutual Consent..........................................................................35
12.1.4 By Seller Upon Breach...................................................................35
12.1.5 By Buyer Upon Breach....................................................................35
12.2 Limitations........................................................................................35

14. Miscellaneous................................................................................................38
14.1 Grace Period.......................................................................................38
14.1.1 Default Grace Period....................................................................36
14.1.2 Final Order Grace Period................................................................36
14.2 Costs, Expenses, Etc...............................................................................39
14.3 Further Assurances.................................................................................40
14.4 Notice of Proceedings..............................................................................40
14.5 Notices............................................................................................41
14.6 Headings and Entire Agreement; Amendment...........................................................42
14.7 Waiver.............................................................................................42
14.8 Binding Effect and Assignment......................................................................43
14.9 Counterparts.......................................................................................43
14.10 Exhibits and Attachments..........................................................................43
14.11 Rights Cumulative.................................................................................44
14.12 Governing Law.....................................................................................44
14.13 Severability......................................................................................44
14.14 Third Party Rights................................................................................44
14.15 Press Releases....................................................................................45
14.16 Specific Performance..............................................................................45
14.17 Concurrent Closing................................................................................45

</TABLE>

(iii)

<PAGE>

EXHIBITS

Exhibit A - Form of Opinion of Counsel to Seller
Exhibit B - Form of Opinion of Counsel to Buyer

SCHEDULES

Schedule 1-F - Excluded KOFY Assets; Excluded Contracts
Schedule 4.10.1 - Station Employee Benefit Plans
Schedule 4.10.2 - Terminated Employee Benefit Plans

(iv)
<PAGE>

PURCHASE AND SALE AGREEMENT

THIS AGREEMENT, dated as of June , 1998, between GRANITE BROADCASTING
CORPORATION, a Delaware corporation ("Buyer") and the Trust for Public Land as
trustee for The Michael Lincoln Charitable Remainder Unitrust (the "Seller").

WITNESSETH:

WHEREAS, Seller owns 112.7 shares of outstanding capital stock of Pacific
(the "Seller's Shares"); and

NOW, THEREFORE, in consideration of the premises contained herein and for
the other good and valuable consideration, the

<PAGE>

receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

1. Definitions. As used herein, the following terms shall have the
following meanings:

1.1 Defined Terms.

"Accrued Pacific Taxes" means all Taxes of Pacific accruing during any
tax period ending on or prior to the Closing Date, including but not limited
to Taxes attributable to: (i) the direct or indirect transfer and assignment
of the Excluded Pacific Assets from Pacific and its Subsidiaries to
Stockholder Co. and the assumption by Stockholder Co. of the Excluded Pacific
Liabilities; and (ii) the distribution of the stock of Stockholder Co. from
Pacific to its stockholders.

"Affiliate" (and, with a correlative meaning, "Affiliated") shall mean,
with respect to any Person, any other Person that directly, or through one or
more intermediaries, controls or is controlled by or is under common control
with such first Person, and, if such a Person is an individual, any member of
the immediate family (including parents, spouse and children) of such individual
and any trust whose principal beneficiary is such individual or one or more
members of such immediate family

<PAGE>

"Agreement" means this Stock Purchase Agreement, as the same may be
amended, supplemented or otherwise modified from time to time.

"Buyer" has the meaning set forth in the recitals hereto.

"Buyer's Representative" has the meaning set forth in Section 13.2 hereof.

"Closing" means the consummation of the purchase, assignment and sale of
the shares of Pacific Common Stock as contemplated hereby.

"Closing Date" means a time and business date to be selected by Buyer,
which date shall occur between: (i) two business days after the date on which
the conditions specified in Sections 8 and 14.17 hereof shall have been met or
waived by the

<PAGE>

beneficiary thereof; and (ii) subject to the provisions of Section 14.1
hereof, the Outside Closing Date, unless Buyer and Pacific mutually agree to
a different time and date.

"Closing Place" means the offices of Akin, Gump, Strauss, Hauer & Feld,
L.L.P., 1333 New Hampshire Avenue, N.W., Suite 400, Washington, D.C. 20036 or
such other place as the Buyer and Pacific may agree.

"Code" means the Internal Revenue Code of 1986, as amended, and the
treasury regulations promulgated thereunder, as in effect from time to time.

"Communications Act" means the Communications Act of 1934, as amended, and
the rules, regulations and policies promulgated thereunder, as in effect from
time to time.

"Date of Notice of Claim" has the meaning set forth in Section 11.6 hereof.

"Effective Time" means 12:01 a.m. on the Closing Date.

"Encumbrances" means all mortgages, security interests, pledges, claims,
liens, charges, covenants, easements, rights of way, restrictions,
encroachments, leases, occupancies, tenancies, options, preemptive purchase or
other rights or any other encumbrances whatsoever.

<PAGE>

"Excluded Pacific Assets" means: (a) Accounts Receivable; (b) cash on hand
and in bank accounts that relate exclusively to the operation of Pacific prior
to the Closing Date; and (c) any Contract, Employee Benefit Plan, agreement or
asset listed on Schedules 1-F or 4.10.1 or 4.10.2.

"Excluded Pacific Liabilities" means all Liabilities (including Accrued
Pacific Taxes), commitments or other obligations of KOFY, Pacific, Stockholders
(as defined in the GL Stock Purchase Agreement) or any of their Affiliates or
stockholders of any kind and nature, whether direct or indirect, absolute,
accrued, contingent or otherwise, or due or to become due, asserted or
unasserted, matured or unmatured, other than Included Pacific Obligations (as
defined in the GL Stock Purchase Agreement).

"FCC" has the meaning set forth in the recitals hereto.

"FCC Applications" has the meaning set forth in Section 3.1 hereto.

"FCC Consent" has the meaning set forth in Section 3.2 hereof.

"Final Order" has the meaning set forth in the GL Stock Purchase Agreement.

<PAGE>

"GAAP" means generally accepted accounting principles in effect in the
United States of America at the time of determination, and which are
consistently applied.

"GL Stock Purchase Agreement" means the Stock Purchase Agreement, dated
October 3, 1997, among Buyer, James J. Gabbert, Michael P. Lincoln and Pacific
providing for the sale of 780.3 shares of the Pacific Common Stock from James J.
Gabbert and Michael P. Lincoln to Buyer.

"Governmental Authority" means any court or federal, state, municipal or
other governmental or quasi-governmental authority, department, commission,
board, agency or instrumentality, foreign or domestic, or any employee or agent
thereof.

"HSRA" means the Hart-Scott-Rodino Act.

"Indemnitee" has the meaning set forth in Section 11.4 hereof.

"Indemnitor" has the meaning set forth in Section 11.4 hereof.

"Material Adverse Effect" means any material and adverse effect upon the
business, assets, prospects, liabilities, financial condition, rights or
results of operations of KOFY, the

<PAGE>

broadcasting assets of Pacific, or upon the ability of Buyer, Seller to
perform in any material respect their respective obligations under this
Agreement.

"Notice of Claim" has the meaning set forth in Section 11.4 hereof.

"Outside Closing Date" shall mean July 1, 1998.

"Pacific" has the meaning set forth in the recitals hereto.

"Pacific Common Stock" has the meaning set forth in Section 4.2.1 hereof.

"Person" shall mean any natural person, corporation, partnership, limited
liability company, firm, joint venture, joint-stock company, trust, association,
unincorporated entity of any kind, trust, governmental or regulatory body or
other entity.

"Purchase Price" has the meaning set forth in Section 2.2.1 hereof.

"Seller's Shares" has the meaning set forth in the recitals hereof.

"Shares" means all of the issued and outstanding shares of Pacific Common
Stock.

<PAGE>

"Stockholder Co." means a direct wholly-owned subsidiary of Pacific, that
shall be assigned all the Excluded Pacific Assets and assume all of the Excluded
Pacific Liabilities prior to the Closing.

"Subsidiary" means, with respect to any Person, any corporation or other
entity, whether now existing or hereafter organized or acquired, of which
securities or other ownership interests are at the time owned by such Person
and/or one or more Subsidiaries of such Person.

1.2 Accounting Terms. All terms of an accounting nature not
specifically defined herein shall have the respective meanings given to them
under GAAP.

1.3 Other Definition Provisions. The masculine form of words includes
the feminine and the neuter and vice versa, and, unless the context otherwise
requires, the singular form of words includes the plural and vice versa. The
words "herein," "hereof," "hereunder" and other words of similar import when
used in this Agreement refer to this Agreement as a whole, and not to any
particular section or subsection.

8
<PAGE>

2. Purchase of Shares, Purchase Price and Method of Payment.

2.2 Consideration.

2.2.1 Purchase Price. The Purchase Price for the Seller's Shares
of Pacific Common Stock to be sold and transferred pursuant to this Agreement
shall be Ten Million Five Hundred Eighty-Eight Thousand Six Hundred Forty-Four
Dollars ($10,588,644). At the Closing, Buyer will pay to Seller by wire transfer
of immediately available federal funds (pursuant to wire instructions that
Pacific shall deliver to Buyer prior to Closing) the Purchase Price.

3. FCC Notification. Buyer and Seller shall timely file with the FCC any
required notifications and documentation with respect to this Agreement and the
transactions contemplated herein.

<PAGE>

4. Representations Relating to Pacific. Seller is informed and believes and
based thereon, represents to Buyer that, as of the date hereof:

4.1 Organization and Standing. Each of Pacific and its
Subsidiaries: (a) is a corporation duly organized, validly existing and in
good standing under the laws of the State of California; (b) has full
corporate power and authority to own, lease and use its properties and to
conduct its business and operations as now being conducted and proposed to be
conducted under existing agreements and to perform the obligations required
to be performed by it hereunder and to consummate the transactions
contemplated hereby; (c) is duly qualified to do business in every
jurisdiction in which the nature of its business requires such qualification,
except where the failure to so qualify would not have a Material Adverse
Effect.

4.2 Capital Stock.

4.2.1 Outstanding Stock. The authorized capital stock of Pacific
consists solely of 12,000 shares of common stock, par value $10.00 per share
("Pacific Common Stock"). As of the date hereof and as of the Closing, the only
issued and outstanding capital stock of Pacific is, and will be, the Shares,

<PAGE>

which consist of 1,530 shares of Pacific Common Stock, of which Shares 112.7
constitute the Seller's Shares.

4.2.2 No Encumbrances. The Seller's Shares will at the Closing be
free and clear of all Encumbrances.

5. Representations and Warranties of Seller. Seller represents and warrants
to Buyer that, as of the date hereof:

<PAGE>

affecting creditors' rights generally and the exercise of judicial discretion
in accordance with general equitable principles.

5.3 No Contravention; Consents.

<PAGE>

ordinances, injunctions, decrees, rules, or judgments applicable
to such Seller or any of its assets.

5.3.2 Consent. No consent, waiver, authorization or approval from, or
filing of any notice or report with, any Governmental Authority or other Person
is necessary in connection with the execution, delivery or performance by Seller
of this Agreement or any of the documents or transactions contemplated hereby
(with or without the giving of notice, the lapse of time or both).

6. Representations and Warranties of Buyer. Buyer represents, warrants and
covenants to Pacific that:

6.1 Organization and Standing. Buyer: (a) is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware; (b) has full corporate power and authority to own its properties and
to transact the business in which it is currently engaged and to perform the

13
<PAGE>

obligations required to be performed by it hereunder and to consummate the
transactions contemplated hereby; and (c) is duly qualified to do business and
in good standing as a foreign corporation in every jurisdiction in which the
nature of the business to be conducted by it requires such qualification, except
where the failure to so qualify would not materially adversely affect the
transactions contemplated hereby.

6.3 No Contravention. The execution, delivery and performance of this
Agreement and the other documents to be executed in connection herewith, the
consummation of the

<PAGE>

6.4 Litigation. As of the date hereof, except for administrative
rulemaking or other proceedings of general applicability to the broadcast
industry, there is no civil, criminal or administrative action, suit, demand,
claim, litigation, action, proceeding or investigation of any nature pending or,
to the best of Buyer's knowledge, threatened against or affecting Buyer that
would adversely affect its or, if Buyer assigns its rights hereunder to a
permitted assignee, its

<PAGE>

permitted assignee's ability to consummate the transactions contemplated in
this Agreement.

7. Conduct Pending Closing.

7.1 Seller's Covenants. Seller covenants and agrees that prior to
Closing:

7.1.1 Organization, Etc. Consistent with normal business
practices, Seller shall use its reasonable best efforts to prevent any change in
its business organization or financial capacity that would materially impair its
ability to consummate the transactions contemplated hereby. Seller shall not
seek any protection under any Federal or state laws affecting creditors' rights,
including bankruptcy and insolvency laws.

<PAGE>

Seller shall notify Buyer of the occurrence of any event identified in this
Section 7.1.1.

7.1.4 No Breach of Representations and Warranties. Neither
Seller, nor any of its officers, directors,

<PAGE>

7.1.5 No Violations. Seller shall take all reasonable actions to
prevent, and Seller shall not take any action that would cause, a breach of this
Agreement.

7.2 Buyer's Covenants. Buyer covenants and agrees that prior to
Closing:

<PAGE>

creditors' rights, including bankruptcy and insolvency laws.

Buyer shall notify Seller of the occurrence of any event identified in this
Section 7.2.1.

7.2.4 No Violations. Buyer shall take all reasonable actions to
prevent, and Buyer shall not take any action that would cause, a breach of this
Agreement.

<PAGE>

8. Conditions Precedent to the Obligations of the Parties.

<PAGE>

Agreement to be performed or complied with by it prior to or on the Closing
Date.

8.1.3 No Obstructive Proceeding.

(b) No Governmental Intervention. None of the parties to
this Agreement or their Affiliates shall have received written notice from any
Governmental Authority of: (i)

21
<PAGE>

22
<PAGE>

or condition, financial or otherwise, of Pacific, KOFY or the broadcasting
assets of or relating to KOFY.

23
<PAGE>

8.1.8 HSRA Waiting Period. The applicable waiting period(s) under
HSRA with respect to the transactions contemplated by this Agreement shall have
expired.

8.2 Conditions to Obligations of Seller. The obligations of Seller at
Closing are subject, at Pacific's option, to the fulfillment prior to or at the
Closing Date of each of the following conditions:

24
<PAGE>

8.2.3 No Obstructive Proceeding.

25
<PAGE>

(c) No Order. No order, decree or judgment of any
Governmental Authority shall be subsisting against any of the parties which
would render it unlawful or materially

26
<PAGE>

restrain or limit Seller's ability, as of the Closing Date, to effect the
transactions contemplated hereunder in accordance with the terms hereof.

8.2.6 HSRA Waiting Period. The applicable waiting period(s) under
HSRA with respect to the transactions contemplated by this Agreement shall have
expired.

8.2.7 Authorizations. Agent shall have received certified copies
of all of the actions taken by Buyer authorizing and approving the execution and
delivery of this

27
<PAGE>

Agreement and the consummation of the transactions contemplated hereunder.

8.2.8 Payment. Buyer shall pay Seller the Purchase Price.

9. Instruments of Conveyance and Transfer; Closing Certificates.

28
<PAGE>

reasonably satisfactory to counsel for Buyer and dated the Closing Date.

<PAGE>

11. Survival; Indemnification.

<PAGE>

representations, warranties, covenants or agreements under this Agreement or any
instrument delivered in connection herewith.

11.4 Indemnification Claim. Upon obtaining knowledge of any claim or
demand which has given rise to, or could reasonably give rise to, a claim for
indemnification hereunder, the party seeking indemnification ("Indemnitee")
shall promptly give written notice ("Notice of Claim") of such claim or
demand to the party or parties it is seeking indemnification from
("Indemnitor"). Indemnitee shall furnish to the Indemnitor in reasonable
detail such information as Indemnitee may have with respect to such
indemnification claim (including copies of any summons, complaint or other
pleading which may have been served on it and any written claim, demand,
invoice, billing or other document evidencing or asserting the same). Subject
to the limitations set forth in Section 11.1 hereof, no failure or delay by
Indemnitee in the performance of the foregoing shall reduce or otherwise
affect the obligation of Indemnitor to indemnify and hold Indemnitee
harmless, except to the extent that such failure or delay shall have
materially adversely affected Indemnitor's ability to defend against, settle
or satisfy any Liability,

<PAGE>

damage, loss, claim or demand for which Indemnitee is entitled to
indemnification hereunder.

11.5 Notice of Claim. If the claim or demand set forth in the Notice
of Claim given by Indemnitee pursuant to Section 11.4 hereof is a claim or
demand asserted by a third party, Indemnitor shall have fifteen (15) days after
the Date of Notice of Claim to notify Indemnitee in writing of its election
to defend such third party claim or demand on behalf of the Indemnitee. If
Indemnitor elects to defend such third party claim or demand, Indemnitee
shall make available to Indemnitor and his agents and representatives all
records and other materials which are reasonably required in the defense of
such third party claim or demand and shall otherwise cooperate with, and
assist Indemnitor in the defense of, such third party claim or demand, and so
long as Indemnitor is defending such third party claim in good faith,
Indemnitee shall not pay, settle or compromise such third party claim or
demand. If Indemnitor elects to defend such third party claim or demand,
Indemnitee shall have the right to participate in the defense of such third
party claim or demand, at Indemnitee's own expense. In the event, however,
that Indemnitee reasonably determines that representation by counsel to
Indemnitor

32
<PAGE>

33
<PAGE>

11.6 Date of Notice of Claim. The term "Date of Notice of Claim" shall
mean the date the Notice of Claim is effective pursuant to Section 14.5 of this
Agreement.

12. Termination. This Agreement may be terminated:

12.1 Termination.

12.1.2 Seller. Subject to Section 14.1, by Seller if the Closing
shall not have occurred on or prior to the Outside Closing Date (other than as a
result of the failure by Seller, the Sellers under the GL Stock Purchase
Agreement or any other owner of Pacific Common Stock to fully comply with this
Agreement, the GL Stock Purchase Agreement or any document executed in
connection therewith;

34
<PAGE>

12.1.3 Mutual Consent. By mutual consent of Buyer and Seller,
which consent may be withheld at the absolute discretion of each such party;

12.1.5 By Buyer Upon Breach. Subject to Section 14.1, by Buyer:
if (a) Seller is in material breach of this Agreement; and (b) Buyer is not then
in material breach of this Agreement.

35
<PAGE>

13. Confidentiality.

36
<PAGE>

the negotiation and performance of this Agreement (other than information in
the public domain not as the result of a breach of this Agreement), as
confidential and shall not disclose, and shall cause Buyer's Representatives
not to disclose, such information to any third party (other than Buyer's
financing sources or potential financing sources or as may be required in
connection with any financing) without Pacific's express prior written
consent, except: (w) for disclosure to authorized representatives of Pacific;
(x) as necessary to the performance of this Agreement; (y) as authorized in
writing by Pacific; or (z) to the extent that disclosure is required by law
or the order of any Governmental Authority under color of law; provided,
that, prior to disclosing any information pursuant to this clause (z), the
disclosing Person shall have given prior written notice thereof to Pacific
and provided Pacific with the opportunity to contest such disclosure at
Pacific's expense. If the transactions contemplated by this Agreement are not
consummated, Buyer will return to Pacific all confidential information
obtained from Pacific by Buyer or Buyer's Representatives. Buyer shall advise
any third party to whom disclosure of confidential information is made
hereunder of the

37
<PAGE>

confidential nature of such information and shall request that the
confidentiality of such information be preserved.

14. Miscellaneous.

14.1 Grace Period.

14.1.1 Default Grace Period. Notwithstanding any other provision
of this Agreement, if a default by any party hereto can be cured or a condition
satisfied within fifteen (15) business days after the time initially fixed for
Closing as set forth herein, then the Closing Date shall be extended for the
period (not to exceed fifteen (15) business days) required for such party to
make such cure or satisfaction; provided that such

38
<PAGE>

39
<PAGE>

40
<PAGE>

Agreement or the transactions contemplated hereunder, or upon receiving any
notice from any Governmental Authority of its intention to institute an
investigation into, or institute a suit or proceeding to restrain or enjoin
the consummation of this Agreement or such transactions, or to nullify or
render ineffective this Agreement or such transactions if consummated.

If to Seller: The Trust for Public Land, Trustee of
the Michael Lincoln Charitable
Remainder Unitrust
116 New Montgomery Street
4th Floor
San Francisco, California 94105
Telephone: (415) 495-4014
Telecopier: (415) 495-4103
Attn: Nelson J. Lee, General Counsel

<PAGE>

or at such other address as either party shall specify by notice to the other.

42
<PAGE>

14.9 Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but which taken together shall
constitute one agreement.

43
<PAGE>

14.14 Third Party Rights. Nothing in this Agreement (including the
Exhibits and other attachments hereto, or any ancillary agreement, instrument or
document contemplated hereby or

<PAGE>

relating hereto) shall be deemed to create any right with respect to any
Person or property not a party to this Agreement.

14.15 Press Releases. Except as otherwise required by law,
Buyer and Seller shall: (a) prior to its issuance of any press release relating
to the transactions contemplated by this Agreement, submit to and consult with
the other party with respect to such press release; and (b) use its best efforts
to characterize the other party, in any other public statements made by the
party making such statement about the other party, on substantially the same
basis as in any press release made by the party making such statement. No other
party or Affiliate of any party shall be permitted to issue a press release
relating to the transactions contemplated hereby.

14.17 Concurrent Closing. Notwithstanding anything to the contrary
contained herein, Buyer's obligation to close the transactions contemplated
by this Agreement, is conditioned on the

45
<PAGE>

simultaneous closing of the transactions contemplated by the GL Stock
Purchase Agreement.

<PAGE>

IN WITNESS WHEREOF, each party has caused this Agreement to be duly
executed and delivered in its name and on its behalf, all as of the date and
year first above written.

GRANITE BROADCASTING CORPORATION

By: /s/ W. Don Cornwell
-----------------------------------
Name: W. Don Cornwell, Chairman
and Chief Executive Officer

THE MICHAEL LINCOLN CHARITABLE
REMAINDER UNITRUST

By: THE TRUST FOR PUBLIC LAND,
TRUSTEE

By:
Name: /s/ Nelson J. Lee
--------------------------------
Title: Senior Vice President
-------------------------------

<PAGE>

Exhibit 4.35
EXECUTION
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT

DATED AS OF JUNE 10, 1998

among

GRANITE BROADCASTING CORPORATION,
as Borrower,

THE LENDERS LISTED HEREIN,
as Lenders,

BANKERS TRUST COMPANY,
as Administrative Agent,

THE BANK OF NEW YORK,
as Documentation Agent,

and

GOLDMAN SACHS CREDIT PARTNERS L.P.,
UNION BANK OF CALIFORNIA, N.A.,

and

ABN AMRO BANK N.V.,
as Co-Agents

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

<PAGE>

GRANITE BROADCASTING CORPORATION

FOURTH AMENDED AND RESTATED
CREDIT AGREEMENT

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
-----

<S> <C>
SECTION 1.
DEFINITIONS . . . . . . . . . . . . . . . . . 2
1.1 Certain Defined Terms. . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.2 Accounting Terms; Utilization of GAAP for Purposes of
Calculations Under Agreement . . . . . . . . . . . . . . . . . . . . . . 34
1.3 Other Definitional Provisions. . . . . . . . . . . . . . . . . . . . . . 34

SECTION 2.
AMOUNTS AND TERMS OF COMMITMENTS AND LOANS . . . . . . . . . 34
2.1 Commitments; Loans; Notes. . . . . . . . . . . . . . . . . . . . . . . . 34
2.2 Interest on the Loans. . . . . . . . . . . . . . . . . . . . . . . . . . 40
2.3 Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
2.4 Repayments, Prepayments and Reductions in Revolving Loan
Commitments; General Provisions Regarding Payments.. . . . . . . . . . . 45
2.5 Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
2.6 Special Provisions Governing Eurodollar Rate Loans.. . . . . . . . . . . 55
2.7 Increased Costs; Taxes; Capital Adequacy.. . . . . . . . . . . . . . . . 58
2.8 Obligation of Lenders and Issuing Lenders to Mitigate. . . . . . . . . . 61
2.9 Guaranties of and Security for the Obligations; Acknowledgment
and Consent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
2.10 Replacement of a Lender. . . . . . . . . . . . . . . . . . . . . . . . . 64

SECTION 3.
LETTERS OF CREDIT. . . . . . . . . . . . . . . . 65
3.1 Issuance of Letters of Credit and Lenders' Purchase of
Participations Therein.. . . . . . . . . . . . . . . . . . . . . . . . . 65
3.2 Letter of Credit Fees. . . . . . . . . . . . . . . . . . . . . . . . . . 67
3.3 Drawings and Reimbursement of Amounts Drawn Under Letters of
Credit.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
3.4 Obligations Absolute . . . . . . . . . . . . . . . . . . . . . . . . . . 71
3.5 Indemnification; Nature of Issuing Lenders' Duties . . . . . . . . . . . 72
3.6 Increased Costs and Taxes Relating to Letters of Credit. . . . . . . . . 73

</TABLE>

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<PAGE>

<TABLE>
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<S> <C>
SECTION 4.
CONDITIONS TO LOANS AND LETTERS OF CREDIT. . . . . . . . . . 74
4.1 Conditions to Revolving Loans Made on the Closing Date.. . . . . . . . . 74
4.2 Conditions to All Loans. . . . . . . . . . . . . . . . . . . . . . . . . 78
4.3 Conditions to Letters of Credit. . . . . . . . . . . . . . . . . . . . . 80
4.4 Additional Conditions to Additional Credit Loans and Revolving
Loans to Fund Acquisitions.. . . . . . . . . . . . . . . . . . . . . . . 80
4.5 Conditions to Additional Credit Commitments. . . . . . . . . . . . . . . 84

SECTION 5.
COMPANY'S REPRESENTATIONS AND WARRANTIES. . . . . . . . . . 86
5.1 Organization, Powers, Qualification, Good Standing, Business and
Subsidiaries.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 86
5.2 Authorization of Borrowing, etc. . . . . . . . . . . . . . . . . . . . . 87
5.3 Financial Condition. . . . . . . . . . . . . . . . . . . . . . . . . . . 89
5.4 No Material Adverse Change; No Restricted Junior Payments. . . . . . . . 89
5.5 Title to Properties; Liens.. . . . . . . . . . . . . . . . . . . . . . . 90
5.6 Litigation; Adverse Facts. . . . . . . . . . . . . . . . . . . . . . . . 90
5.7 Payment of Taxes.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 90
5.8 Performance of Agreements; Materially Adverse Agreements.. . . . . . . . 90
5.9 Governmental Regulation. . . . . . . . . . . . . . . . . . . . . . . . . 91
5.10 Securities Activities. . . . . . . . . . . . . . . . . . . . . . . . . . 91
5.11 Employee Benefit Plans.. . . . . . . . . . . . . . . . . . . . . . . . . 91
5.12 Certain Fees.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91
5.13 Environmental Protection . . . . . . . . . . . . . . . . . . . . . . . . 92
5.14 Employee Matters.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
5.15 Disclosure.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 93
5.16 Regulation of Lenders. . . . . . . . . . . . . . . . . . . . . . . . . . 94
5.17 Applicable Law.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
5.18 FCC Licenses and Approvals.. . . . . . . . . . . . . . . . . . . . . . . 94
5.19 Real Property. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
5.20 Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96
5.21 Intellectual Property. . . . . . . . . . . . . . . . . . . . . . . . . . 96
5.22 Loans Permitted under Subordinated Debt Documents. . . . . . . . . . . . 96
5.23 Outstanding Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . 97
5.24 Year 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97

SECTION 6.
COMPANY'S AFFIRMATIVE COVENANTS . . . . . . . . . . . . 97
6.1 Financial Statements and Other Reports.. . . . . . . . . . . . . . . . . 97
6.2 Corporate Existence, etc.. . . . . . . . . . . . . . . . . . . . . . . .103
6.3 Payment of Taxes and Claims; Tax Consolidation.. . . . . . . . . . . . .103
6.4 Maintenance of Properties; Insurance.. . . . . . . . . . . . . . . . . .103
6.5 Inspection; Lender Meeting.. . . . . . . . . . . . . . . . . . . . . . .104
6.6 Compliance with Laws, etc.; Maintenance of FCC Licenses. . . . . . . . .104

</TABLE>

(ii)

<PAGE>

<TABLE>
<CAPTION>
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<S> <C>
6.7 Environmental Disclosure and Inspection. . . . . . . . . . . . . . . . .104
6.8 Company's Remedial Action Regarding Hazardous Materials. . . . . . . . .106
6.9 Environmental Indemnity. . . . . . . . . . . . . . . . . . . . . . . . .106
6.10 Interest Rate Protection . . . . . . . . . . . . . . . . . . . . . . . .107
6.11 Real Estate Leases . . . . . . . . . . . . . . . . . . . . . . . . . . .107
6.12 After-Acquired Real Property Security. . . . . . . . . . . . . . . . . .107
6.13 New Subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .107
6.14 Receipt of WEEK FCC Consent. . . . . . . . . . . . . . . . . . . . . . .108
6.15 Ownership Reports. . . . . . . . . . . . . . . . . . . . . . . . . . . .108
6.16 Year 2000. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .108

SECTION 7.
COMPANY'S NEGATIVE COVENANTS. . . . . . . . . . . . .109
7.1 Indebtedness.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .109
7.2 Liens and Related Matters. . . . . . . . . . . . . . . . . . . . . . . .110
7.3 Investments; Joint Ventures. . . . . . . . . . . . . . . . . . . . . . .112
7.4 Contingent Obligations.. . . . . . . . . . . . . . . . . . . . . . . . .113
7.5 Restricted Junior Payments . . . . . . . . . . . . . . . . . . . . . . .114
7.6 Financial Covenants. . . . . . . . . . . . . . . . . . . . . . . . . . .118
7.7 Restriction on Fundamental Changes; Asset Sales; Issuance of
Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .119
7.8 Restriction on Leases. . . . . . . . . . . . . . . . . . . . . . . . . .121
7.9 Sales and Lease-Backs. . . . . . . . . . . . . . . . . . . . . . . . . .121
7.10 Sale or Discount of Receivables. . . . . . . . . . . . . . . . . . . . .121
7.11 Transactions with Shareholders and Affiliates. . . . . . . . . . . . . .122
7.12 Disposal of Subsidiary Stock.. . . . . . . . . . . . . . . . . . . . . .122
7.13 Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . . . .122
7.14 Amendments of Related Documents; Documents Relating to
Subordinated Indebtedness; Amendments of Material Documents. . . . . . .123
7.15 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .123
7.16 Transactions With Certain Subsidiaries.. . . . . . . . . . . . . . . . .123

SECTION 8.
EVENTS OF DEFAULT. . . . . . . . . . . . . . . .124
8.1 Failure to Make Payments When Due. . . . . . . . . . . . . . . . . . . .124
8.2 Default in Other Agreements. . . . . . . . . . . . . . . . . . . . . . .124
8.3 Breach of Certain Covenants. . . . . . . . . . . . . . . . . . . . . . .124
8.4 Breach of Warranty.. . . . . . . . . . . . . . . . . . . . . . . . . . .124
8.5 Other Defaults Under Loan Documents. . . . . . . . . . . . . . . . . . .125
8.6 Involuntary Bankruptcy; Appointment of Receiver, etc.. . . . . . . . . .125
8.7 Voluntary Bankruptcy; Appointment of Receiver, etc.. . . . . . . . . . .125
8.8 Judgments and Attachments. . . . . . . . . . . . . . . . . . . . . . . .126
8.9 Dissolution. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126
8.10 Employee Benefit Plans.. . . . . . . . . . . . . . . . . . . . . . . . .126

</TABLE>
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<PAGE>

<TABLE>
<CAPTION>
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<S> <C>
8.11 Material Adverse Effect. . . . . . . . . . . . . . . . . . . . . . . . .126
8.12 Change in Executive Officers of Company. . . . . . . . . . . . . . . . .127
8.13 Change in Control. . . . . . . . . . . . . . . . . . . . . . . . . . . .127
8.14 FCC Licenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .127

SECTION 9.
AGENT. . . . . . . . . . . . . . . . . . .129
9.1 Appointment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .129
9.2 Powers; General Immunity.. . . . . . . . . . . . . . . . . . . . . . . .129
9.3 Representations and Warranties; No Responsibility For Appraisal
of Creditworthiness. . . . . . . . . . . . . . . . . . . . . . . . . . .131
9.4 Right to Indemnity.. . . . . . . . . . . . . . . . . . . . . . . . . . .131
9.5 Payee of Note Treated as Owner . . . . . . . . . . . . . . . . . . . . .131
9.6 Successor Administrative Agent.. . . . . . . . . . . . . . . . . . . . .131
9.7 Appointment of Collateral Agent. . . . . . . . . . . . . . . . . . . . .132

SECTION 10.
MISCELLANEOUS. . . . . . . . . . . . . . . . .132
10.1 Assignments and Participations in Loans and Letters of Credit. . . . . .132
10.2 Expenses.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .135
10.3 Indemnity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .135
10.4 Set-Off. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .136
10.5 Ratable Sharing. . . . . . . . . . . . . . . . . . . . . . . . . . . . .137
10.6 Amendments and Waivers.. . . . . . . . . . . . . . . . . . . . . . . . .137
10.7 Independence of Covenants. . . . . . . . . . . . . . . . . . . . . . . .139
10.8 Notices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .139
10.9 Survival of Representations, Warranties and Agreements.. . . . . . . . .139
10.10 Failure or Indulgence Not Waiver; Remedies Cumulative.. . . . . . .140
10.11 Marshalling; Payments Set Aside.. . . . . . . . . . . . . . . . . .140
10.12 Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . .140
10.13 Obligations Several; Independent Nature of Lenders' Rights. . . . .140
10.14 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .141
10.15 Applicable Law. . . . . . . . . . . . . . . . . . . . . . . . . . .141
10.16 Successors and Assigns. . . . . . . . . . . . . . . . . . . . . . .141
10.17 Consent to Jurisdiction and Service of Process. . . . . . . . . . .141
10.18 Waiver of Jury Trial. . . . . . . . . . . . . . . . . . . . . . . .142
10.19 Confidentiality.. . . . . . . . . . . . . . . . . . . . . . . . . .142
10.20 Counterparts; Effectiveness.. . . . . . . . . . . . . . . . . . . .143
10.21 Maximum Amount. . . . . . . . . . . . . . . . . . . . . . . . . . .144

Signature pages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .S-1

</TABLE>
(iv)

<PAGE>

EXHIBITS

I FORM OF NOTICE OF BORROWING
II FORM OF NOTICE OF CONVERSION/CONTINUATION
III FORM OF NOTICE OF REQUEST TO ISSUE A LETTER OF CREDIT
IV FORM OF ADDITIONAL CREDIT NOTE
V FORM OF AMENDED AND RESTATED REVOLVING NOTE
VI FORM OF COMPLIANCE CERTIFICATE
VII FORM OF OPINION OF AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
VIII-A FORM OF OPINION OF FARELLA, BRAUN & MARTEL, CALIFORNIA LOCAL COUNSEL
VIII-B FORM OF OPINION OF BEERS, MALLERS, BACKS & SALIN, INDIANA LOCAL
COUNSEL
VIII-C FORM OF OPINION OF HUSCH & EPPENBERGER, ILLINOIS LOCAL COUNSEL
VIII-D FORM OF OPINION OF FRYBERGER, BUCHANAN, SMITH & FREDERICK, MINNESOTA
LOCAL COUNSEL
VIII-E FORM OF OPINION OF BOND, SCHOENECK & KING, LLP, NEW YORK LOCAL COUNSEL
VIII-F FORM OF OPINION OF HONIGMAN MILLER SCHWARTZ AND COHN, MICHIGAN LOCAL
COUNSEL
IX FORM OF OPINION OF O'MELVENY & MYERS
X FORM OF ASSIGNMENT AND ACCEPTANCE
XI FORM OF LETTER FROM PROCESS AGENT
XII FORM OF INTERCOMPANY NOTE
XIII FORM OF BORROWER MORTGAGE
XIV FORM OF SUBSIDIARY MORTGAGE
XV FORM OF LANDLORD CONSENT LETTER
XVI FORM OF SOLVENCY CERTIFICATE
XVII FORM OF ADDITIONAL CREDIT FACILITY SUPPLEMENT
XVIII FORM OF DEPARTING LENDER CONSENT

(v)

<PAGE>

SCHEDULES
---------
<S> <C>
2.1 LENDERS' COMMITMENTS AND PRO RATA SHARES
5.1 SUBSIDIARIES OF COMPANY
5.12 CERTAIN FEES
5.13 ENVIRONMENTAL MATTERS
5.18 FCC LICENSES
5.19 LEASES
5.20 INSURANCE
7.3 CERTAIN EXISTING INVESTMENTS
7.11 CERTAIN PERMITTED TRANSACTIONS WITH AFFILIATES
7.14C NETWORK AFFILIATION AGREEMENTS

</TABLE>

(vi)

<PAGE>

GRANITE BROADCASTING CORPORATION

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT

This FOURTH AMENDED AND RESTATED CREDIT AGREEMENT is dated as of June 10,
1998 and entered into by and among GRANITE BROADCASTING CORPORATION, a Delaware
corporation (``Company''), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE
PAGES HEREOF (each individually referred to herein as a ``Lender'' and
collectively as ``Lenders''), BANKERS TRUST COMPANY (``Bankers''), as
administrative agent (in such capacity, ``Administrative Agent''), THE BANK OF
NEW YORK, as documentation agent (in such capacity, ``Documentation Agent''),
and GOLDMAN SACHS CREDIT PARTNERS L.P., UNION BANK OF CALIFORNIA, N.A. and ABN
AMRO BANK N.V., as co-agents (in such capacity, each a ``Co-Agent'').

R E C I T A L S

WHEREAS, Company, the lenders described therein, Bankers, as agent, and The
Bank of New York, First Union National Bank of North Carolina and Goldman Sachs
Credit Partners L.P., as co-agents, are parties to that certain Third Amended
and Restated Credit Agreement dated as of September 4, 1996, as heretofore
amended (as so amended, without giving effect to this Agreement, the ``Existing
Agreement'');

WHEREAS, since the date of the Existing Agreement, Company has issued the
Exchangeable Preferred Stock (such term, and each other capitalized term used
but not defined in these Recitals having the respective meanings assigned
thereto in subsection 1.1 hereof) and the 8-7/8% Subordinated Notes;

WHEREAS, Company has prepaid all of its outstanding 12.75% Senior
Subordinated Notes due September 1, 2002; and

WHEREAS, Company, Bankers, as agent, and the lenders described in the
Existing Agreement desire to amend and restate the Existing Agreement (i) to
modify the credit facilities provided thereunder and to make certain other
amendments to the Existing Agreement, including the deletion of certain
provisions relating to events which have occurred and the modification of
certain provisions to reflect changed facts, (ii) to add certain Lenders not
party to the Existing Agreement and (iii) to remove the Departing Lenders.

NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Lenders, Administrative
Agent, Documentation Agent and Co-Agents agree to amend and restate the Existing
Agreement to read in its entirety as follows:

<PAGE>

SECTION 1.
DEFINITIONS

1.1 Certain Defined Terms.

The following terms used in this Agreement shall have the following
meanings:

``Acquired Mortgaged Properties'' has the meaning assigned to that term in
subsection 4.4H.

``Acquisition'' means, from and after the Closing Date, any acquisition by
Company or any of its Subsidiaries of any radio or television broadcast property
or property incidental to the radio or television broadcast business (including,
without limitation, any transaction in which Company or any of its Subsidiaries
acquires an interest in any LMA) or of an equity interest in, or all or
substantially all of the assets of, or any smaller portion that constitutes an
operating unit or division of, any Person whose exclusive business consists of
the radio or television broadcast business or a business incidental thereto, in
each case as permitted by subsection 7.7(vi); provided that no acquisition of an
interest in a Joint Venture (other than an LMA) shall be included within the
definition of ``Acquisition''.

``Acquisition Agreement'' means

(i) the Agreement dated June 15, 1993 between Company and Meredith
Corporation, as amended, pursuant to which Company purchased from Meredith
Corporation, the network-affiliated television stations WTVH(TV), serving
Syracuse, New York, and KSEE-TV, serving Fresno-Visalia, California, in
substantially the form heretofore delivered by Company to Administrative
Agent and approved pursuant to the terms of the 1993 Agreement;

(ii) the Agreement dated as of October 2, 1994, among Company, Austin
Television, Cannon Communications, Inc. and Beard Management, Inc. pursuant
to which KBVO, Inc. and KBVO License, Inc. purchased KBVO-TV from Austin
Television, in substantially the form heretofore delivered by Company to
Administrative Agent and approved pursuant to the terms of the First
Restated Agreement;

(iii) the Purchase and Sale Agreement dated as of February 20, 1995,
among Company, Busse Broadcasting Corporation and WWMT, Inc. pursuant to
which Company purchased WWMT-TV from Busse Broadcasting Corporation and
WWMT, Inc., in substantially the form delivered by Company to
Administrative Agent and approved by Administrative Agent and Requisite
Lenders pursuant to the terms of subsection 4.4 of the Second Restated
Agreement;

<PAGE>

(iv) the Purchase Agreement dated as of May 15, 1995 among Company and
QC III, Queen City Broadcasting, Inc., QCNY and the General Partners of
QC III pursuant to which Company purchased the general partnership
interests of QC III in substantially the form delivered by Company to
Administrative Agent and approved by Administrative Agent and Requisite
Lenders pursuant to the terms of subsection 4.4 of the Second Restated
Agreement;

(v) the Purchase and Sale Agreement dated as of December 2, 1996
between Company, as buyer, and WXON, Inc., a Michigan corporation, as
seller, pursuant to which WXON, Inc., a Delaware corporation, and WXON
License, Inc. purchased WXON-TV, in substantially the form heretofore
delivered by Company to Administrative Agent and approved pursuant to the
terms of the Existing Agreement;

(vi) the WLAJ LMA Agreements; and

(vii) the KOFY Acquisition Agreement; and

(viii) any purchase and sale agreement or other operative agreement
executed by Company or any of its Subsidiaries in connection with an
Acquisition;

and ``Acquisition Agreements'' means all such agreements, collectively.

``Acquisition Assets'' means the assets acquired by Company or any of its
Subsidiaries, as the case may be, in connection with any Acquisition pursuant to
the relevant Acquisition Agreement, including, without limitation, any FCC
Licenses and any real and personal property described therein and any assets of
any Acquisition Subsidiary acquired in connection with such Acquisition.

``Acquisition Closing Date'' means, with respect to any Acquisition, the
date on which the conditions to funding any Additional Credit Loan or Revolving
Loan, as applicable, to consummate such Acquisition as set forth in subsection
4.4 are satisfied, or, in the event no such Loans are requested hereunder, the
date such Acquisition is consummated.

``Acquisition Subsidiary'' means any entity formed or acquired by
Company or any of its Subsidiaries in connection with any Acquisition and
``Acquisition Subsidiaries'' means any of the foregoing, collectively, it
being understood and agreed that, for purposes of subsection 4.4 only,
``Acquisition Subsidiary'' and ``Acquisition Subsidiaries'' shall refer to
any entity formed or acquired by Company or any of its Subsidiaries in
connection with the relevant Acquisition to the extent subsection 4.4 applies
to such Acquisition.

``Additional Credit Commitment'' or ``Additional Credit Commitments'' means
the commitment or the commitments of a Lender or Lenders to make Additional
Credit Loans pursuant to subsection 2.1A(ii).

<PAGE>

``Additional Credit Facility Closing Date'' means, with respect to each
Additional Credit Facility, the date on which the applicable Additional Credit
Facility Supplement becomes effective in accordance with subsection 4.5.

``Additional Credit Facility Supplement'' means a Supplement to this
Agreement executed and delivered by Company, Administrative Agent, and one or
more Additional Credit Lenders substantially in the form of Exhibit XVII annexed
hereto, which sets forth (a) the Additional Credit Commitments of each such
Additional Credit Lender, (b) any fees to be paid in connection with such
Additional Credit Commitments in addition to the fees payable pursuant to
subsection 2.3 and (c) to the extent such Additional Credit Lender is not a
Lender party to this Agreement at such time, the agreement of the Additional
Credit Lenders to become Lenders parties to and bound by this Agreement and the
other Loan Documents.

``Additional Credit Lender'' and ``Additional Credit Lenders'' means any
Lender or Lenders with an unused Additional Credit Commitment hereunder and/or
any Additional Credit Loans outstanding hereunder.

``Additional Credit Loan Exposure'' means, with respect to any Additional
Credit Lender as of any date of determination prior to the termination of the
Additional Credit Commitments, that Lender's Additional Credit Commitment and
thereafter, the aggregate outstanding principal amount of the Additional Credit
Loans of that Additional Credit Lender.

``Additional Credit Loans'' means the Loans made by the Additional Credit
Lenders to Company pursuant to subsection 2.1A(ii).

``Additional Credit Notes'' means (i) the promissory notes of Company
issued pursuant to subsection 2.1D and (ii) any promissory notes issued by
Company pursuant to the last sentence of subsection 10.1B(i) in connection with
assignments of the Additional Credit Commitments and Additional Credits of any
Lenders, in each case substantially in the form of Exhibit IV annexed hereto, as
they may be amended, restated, replaced, supplemented or otherwise modified from
time to time.

``Additional Subordinated Indebtedness'' has the meaning assigned to that
term in subsection 7.1(xi).

``Adjusted Eurodollar Rate'' means, for any Interest Rate Determination
Date with respect to a Eurodollar Rate Loan, the rate per annum obtained by
dividing (i) the offered quotation (rounded upward to the nearest 1/16 of one
percent) to first class banks in the interbank Eurodollar market by Bankers for
U.S. dollar deposits of amounts in same day funds comparable to the principal
amount of the Eurodollar Rate Loan of Bankers for which the Adjusted Eurodollar
Rate is then being determined with maturities comparable to the Interest Period
for which such Adjusted Eurodollar Rate will apply as of approximately 10:00
a.m. (New York time) on such Interest Rate Determination Date by (ii) a

<PAGE>

percentage equal to 100% minus the stated maximum rate of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) applicable on such Interest Rate
Determination Date to any member bank of the Federal Reserve System in respect
of ``Eurocurrency liabilities'' as defined in Regulation D (or any successor
category of liabilities under Regulation D).

``Administrative Agent'' means Bankers, as agent for the Lenders hereunder
in accordance with Section 9, and as successor to the ``Agent'' as such term is
defined in the Existing Agreement, and also means and includes any successor
Administrative Agent appointed pursuant to subsection 9.6.

``Affected Lender'' has the meaning assigned to that term in
subsection 2.6C.

``Affiliate'', as applied to any Person, means any other Person directly or
indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, ``control'' (including, with
correlative meanings, the terms ``controlling'', ``controlled by'' and ``under
common control with''), as applied to any Person, means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting securities
or by contract or otherwise.

``Agreement'' means the Existing Agreement, as amended and restated in its
entirety by this Fourth Amended and Restated Credit Agreement dated as of June
10, 1998, as it may be further amended, supplemented or otherwise modified from
time to time.

``Applicable Margin'' means, for each Loan, a percentage per annum
determined by reference to the Pricing Leverage Ratio as set forth below:

<TABLE>
<CAPTION>
- --------------------------------------------------------------
Base Eurodollar
Pricing Leverage Ratio Rate Loans Rate Loans
- --------------------------------------------------------------
<S> <C> <C>
less than or equal to 7.0 to 1 1.250% 2.500%
less than or equal to 6.5 to 1 and greater than 7.0 to 1 1.125% 2.375%
less than or equal to 6.0 to 1 and greater than 6.5 to 1 0.875% 2.125%
less than or equal to 5.5 to 1 and greater than 6.0 to 1 0.625% 1.875%
less than or equal to 5.0 to 1 and greater than 5.5 to 1 0.375% 1.625%
less than or equal to 4.5 to 1 and greater than 5.0 to 1 0.125% 1.375%
less than or equal to 4.0 to 1 and greater than 4.5 to 1 0% 1.125%
greater than 4.0 to 1 0% 0.875%

</TABLE>

<PAGE>

``Asset Sale'' means the sale by Company or any of its Subsidiaries to any
Person other than Company or any of its wholly-owned Subsidiaries of (i) any of
the stock (other than directors' qualifying shares if required by applicable
law) of any of Company's Subsidiaries, (ii) substantially all of the assets of
any division or line of business of Company or any of its Subsidiaries, or
(iii) any other assets (whether tangible or intangible) of Company or any of its
Subsidiaries outside of the ordinary course of business.

``Asset Sale Reduction Amount'' has the meaning assigned to that term in
subsection 2.4B(iii)(a).

``Assignment and Acceptance'' means an Assignment and Acceptance entered
into by a Lender and an Eligible Assignee, and accepted by Administrative Agent,
in substantially the form of Exhibit X annexed hereto.

``Bankers'' has the meaning assigned to that term in the introduction to
this Agreement.

``Bankruptcy Code'' means Title 11 of the United States Code entitled
``Bankruptcy'', as now and hereafter in effect, or any successor statute.

``Base Rate'' means, at any time, the higher of (x) the Prime Rate or
(y) the rate which is 1/2 of 1% in excess of the Federal Funds Effective Rate.

``Base Rate Loans'' means Loans bearing interest at rates determined by
reference to the Base Rate as provided in subsection 2.2A.

``Borrower Mortgage'' means, collectively, (i) the Mortgage, Assignment of
Rents and Fixture Filing dated as of the Closing Date and delivered by Company
in favor of Collateral Agent, on behalf of Lenders, substantially in the form of
Exhibit XIII annexed hereto, pursuant to which Company is granting to Collateral
Agent a first priority lien on Company's real property located in Peoria,
Illinois and (ii) any mortgage or deed of trust or similar security document
executed, acknowledged and delivered from time to time by Company to Collateral
Agent in substantially the form of Exhibit XIII annexed hereto which encumbers
the fee or leasehold interest of Company in real property, as any of the
foregoing may hereafter be amended, restated, supplemented or otherwise modified
from time to time.

``Borrower Pledge and Security Agreement'' means the Borrower Pledge and
Security Agreement dated as of December 23, 1993 between Borrower and Collateral
Agent, as amended through the date hereof and as such agreement may be further
amended, restated, supplemented or otherwise modified from time to time.

``Business Day'' means (i) for all purposes other than as covered by
clause (ii) below, any day excluding Saturday, Sunday and any day which is a
legal holiday under the laws of the State of New York or is a day on which
banking institutions located in such state are authorized or required by law or
other governmental action to close, and (ii) with respect

<PAGE>

to all notices, determinations, fundings and payments in connection with the
Adjusted Eurodollar Rate or any Eurodollar Rate Loans, any day that is a
Business Day described in clause (i) above and that is also a day for trading by
and between banks in Dollar deposits in the applicable interbank Eurodollar
market.

``Capital Lease'', as applied to any Person, means any lease of any
property (whether real, personal or mixed) by that Person as lessee that, in
conformity with GAAP, is accounted for as a capital lease on the balance sheet
of that Person.

``Cash'' means money, currency or a credit balance in a Deposit Account.

``Cash Equivalents'' means (i) marketable securities issued or directly and
unconditionally guaranteed by the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition thereof;
(ii) marketable direct obligations issued by any state of the United States of
America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of acquisition, having the highest rating obtainable
from either Standard & Poor's Corporation or Moody's Investors Service, Inc.;
(iii) commercial paper maturing no more than 180 days from the date of
acquisition thereof and, at the time of acquisition, having a rating of at least
A-1 from Standard & Poor's Corporation or at least P-1 from Moody's Investors
Service, Inc.; (iv) certificates of deposit or bankers' acceptances maturing
within one year from the date of acquisition thereof issued by any Lender or any
commercial bank organized under the laws of the United States of America or any
state thereof or the District of Columbia having unimpaired capital and surplus
of not less than $100,000,000 (each Lender and each such commercial bank herein
called a ``Cash Equivalent Bank''); (v) Eurodollar time deposits having a
maturity of less than one year purchased directly from any Cash Equivalent Bank
(whether such deposit is with such Cash Equivalent Bank or any other Cash
Equivalent Bank) and (vi) repurchase agreements and reverse repurchase
agreements with any Lender or Cash Equivalent Bank relating to marketable direct
obligations issued or unconditionally guaranteed by the United States Government
or issued by any agency thereof and backed by the full faith and credit of the
United States, in each case maturing within one year from the date of
acquisition thereof; provided that the terms of such agreements comply with the
guidelines set forth in the Federal Financial Institutions Examination Council
Supervisory Policy - Repurchase Agreements of Depositary Institutions With
Securities Dealers and Others as adopted by the Comptroller of the Currency on
October 31, 1985.

``Cash Proceeds'' means, with respect to any Asset Sale, Cash payments
(including any Cash received by way of deferred payment pursuant to, or
monetization of, a note receivable or otherwise, but only as and when so
received) received from such Asset Sale.

``Change of Control'' means the occurrence of any of the following: any
Person or any two or more Persons (other than one or more Permitted Holders)
acting in concert and constituting a ``group'' (a ``Group'') for purposes of
Section 13(d) of the Exchange Act,

<PAGE>

together with any Affiliates of any such Person, shall have acquired beneficial
ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Exchange Act), directly or indirectly, of Securities of
Company (or other Securities convertible into such Securities) representing 50%
or more of the combined voting power of all Securities of Company entitled to
vote in the election of directors, or any such Person or Group succeeds in
having sufficient of its nominees elected to the Board of Directors of Company
such that such nominees, when added to any existing director remaining on the
Board of Directors after such election who is an Affiliate of such Person or
Group, will constitute a majority of the Board of Directors of Company.

``Closing Date'' means June 10, 1998.

``Co-Agents'' has the meaning assigned to that term in the introduction to
this Agreement, it being understood and agreed that the Co-Agents shall have no
obligations or duties as agents for or on behalf of any party to this Agreement
or any other Loan Document.

``Collateral'' means all ``Collateral'' referred to in the Collateral
Documents and all other property that is subject to any lien, security interest
or other charge or encumbrance in favor of Collateral Agent or Lenders to secure
the Obligations.

``Collateral Agent'' means Bankers, in its capacity as collateral agent
under subsection 9.7 and the Collateral Documents.

``Collateral Documents'' means, collectively, the Borrower Pledge and
Security Agreement, the Subsidiary Guaranty, the Subsidiary Pledge and Security
Agreement, the Mortgages and all other deeds of trust, mortgages, security
agreements, pledge agreements, assignments, licenses, landlord consents and
releases, any collateral account agreement delivered pursuant to subsection
2.4B(iii)(a) and all other instruments or documents (including, without
limitation, UCC-1 financing statements, fixture filings or similar documents
required in order to perfect the Liens created by the Collateral Documents)
delivered by a Credit Party pursuant to the 1993 Agreement, the First Restated
Agreement, the Second Restated Agreement, the Existing Agreement, this Agreement
or any other Loan Document in order to grant to Collateral Agent on behalf of
Lenders, Liens in real, personal or mixed property of that Credit Party.

``Commercial Letter of Credit'' means any letter of credit or similar
instrument issued for the purpose of providing the primary payment mechanism in
connection with the purchase of any materials, goods or services by Company or
any of its Subsidiaries.

``Commitment'' or ``Commitments'' means the Additional Credit Commitments
and the Revolving Loan Commitments.

``Commitment Letter'' means the Letter Agreement dated April 27, 1998 by
and between Bankers and Company.

<PAGE>

``Commitment Reduction Date'' has the meaning assigned to that term in
subsection 2.4B(iii)(a).

``Common Stock (Nonvoting)'' means the common stock of Company, par value
$.01 per share, having no voting rights except as required by law or as
determined by Company's Board of Directors.

``Communications Act'' means the Communications Act of 1934, as amended, or
any successor statute or statutes thereto, and all rules, regulations, written
policies, orders and decisions of the FCC thereunder, in each case as from time
to time in effect.

``Communications Regulatory Authority'' means any communications regulatory
commission, agency, department, board or authority (including, without
limitation, the FCC).

``Company'' has the meaning assigned to that term in the introduction to
this Agreement.

``Company Common Stock'' means the Voting Common Stock and the Common Stock
(Nonvoting) of Company.

``Company FCC Licenses'' means the FCC Licenses held by Company in
connection with the ownership and operation of the WEEK television broadcast
station serving Peoria-Bloomington, Illinois.

``Compliance Certificate'' means a certificate substantially in the form of
Exhibit VI annexed hereto delivered to Administrative Agent and Lenders by
Company pursuant to subsection 6.1(iii).

``Consolidated Adjusted EBITDA'' means, for any period, the sum of the
amounts for such period of (i) Consolidated Net Income, (ii) Consolidated
Interest Expense, (iii) provisions for taxes based on income and provisions for
franchise taxes (but, with respect to franchise taxes an amount not to exceed
$150,000 for such period), (iv) total depreciation expense, (v) total
amortization expense (including, without duplication, Programming Amortization
Expense), and (vi) other non-cash items reducing Consolidated Net Income less
other non-cash items increasing Consolidated Net Income, all of the foregoing as
determined on a consolidated basis for Company and its Subsidiaries in
conformity with GAAP; provided that the income of Company and its Subsidiaries
from any LMA shall be included in Consolidated Adjusted EBITDA only to the
extent that income from all LMAs in the aggregate does not exceed 10% of
Consolidated Adjusted EBITDA.

``Consolidated Broadcast Cash Flow'' means, for any period, the sum of
(i) Consolidated Adjusted EBITDA for such period minus (ii) Consolidated
Corporate Overhead for such period, to the extent, but only to the extent, such
Consolidated Corporate Overhead was not deducted in determining Consolidated
Adjusted EBITDA of Company and its Subsidiaries for such period minus
(iii) Programming Cash Payments for such period, to the

<PAGE>

extent, but only to the extent, such Programming Cash Payments were not deducted
in determining Consolidated Adjusted EBITDA of Company and its Subsidiaries for
such period.

``Consolidated Capital Expenditures'' means, for any period, the sum of
(i) the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Company and its
Subsidiaries) by Company and its Subsidiaries during that period that, in
conformity with GAAP, are included in ``additions to property, plant or
equipment'' or comparable items reflected in the consolidated statement of cash
flows of Company and its Subsidiaries plus (ii) to the extent not covered by
clause (i) of this definition, the aggregate of all expenditures by Company and
its Subsidiaries during that period to acquire (by purchase or otherwise) the
business, property or fixed assets of, or stock or other evidence of beneficial
ownership of, any Person other than Company or any of its Subsidiaries
(excluding expenditures to make any Acquisition); provided that the term
``Consolidated Capital Expenditures'' shall not include the value of non-cash
assets of the Company or its Subsidiaries exchanged for other assets in the
ordinary course of business to the extent the aggregate of all such assets so
exchanged (during any Fiscal Year) is less than $1,000,000.

``Consolidated Cash Interest Expense'' means, for any period, Consolidated
Interest Expense excluding (i) interest expense for such period not payable in
cash (including amortization of original issue discount and deferred financing
costs) and (ii) any non-cash interest component of Capital Leases, all as
determined on a consolidated basis for Company and its Subsidiaries in
conformity with GAAP.

``Consolidated Corporate Overhead'' means, for any period, that portion of
the overhead expense, including legal, audit, accounting and insurance expense,
of Company and its Subsidiaries not directly allocable to the operation of the
broadcast systems and other operating assets of Company and its Subsidiaries.
Consolidated Corporate Overhead shall include salaries of employees of Company
and its Subsidiaries, to the extent that such salaries are not directly
allocable to the operation of the broadcast systems and other operating assets
of Company and its Subsidiaries.

``Consolidated Current Assets'' means, as at any date of determination, the
total assets of Company and its Subsidiaries on a consolidated basis which may
properly be classified as current assets in conformity with GAAP, excluding Cash
and Cash Equivalents.

``Consolidated Current Liabilities'' means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a
consolidated basis which may properly be classified as current liabilities in
conformity with GAAP.

``Consolidated Fixed Charges'' means for any period, the sum of the amounts
for such period of (i) Consolidated Cash Interest Expense, (ii) scheduled
principal payments of all Indebtedness, and (iii) cash dividend payments made
pursuant to subsection 7.5, all as

<PAGE>

determined on a consolidated basis for Company and its Subsidiaries in
conformity with GAAP.

``Consolidated Interest Expense'' means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Company and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Company and
its Subsidiaries, and including, without limitation, all commissions, discounts
and other fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Interest Rate Agreements, but
excluding, however, any amounts referred to in subsection 2.3 payable to
Administrative Agent and Lenders on or before the Closing Date.

``Consolidated Net Income'' means, for any period, the net income (or loss)
of Company and its Subsidiaries on a consolidated basis for such period taken as
a single accounting period determined in conformity with GAAP; provided that
there shall be excluded (i) the income (or loss) of any Person (other than a
Subsidiary of Company) in which any other Person (other than Company or any of
its Subsidiaries) has a joint interest, except to the extent of the amount of
dividends or other distributions actually paid to Company or any of its
Subsidiaries by such Person during such period, (ii) the income (or loss) of any
Person accrued prior to the date it becomes a Subsidiary of Company or is merged
into or consolidated with Company or any of its Subsidiaries or that Person's
assets are acquired by Company or any of its Subsidiaries, (iii) the income of
any Subsidiary of Company to the extent that the declaration or payment of
dividends or similar distributions by that Subsidiary of that income is not at
the time permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary, (iv) any after-tax gains or losses attributable
to Asset Sales or returned surplus assets of any Pension Plan, and (v) (to the
extent not included in clauses (i) through (iv) above) any net extraordinary
gains or net extraordinary losses.

``Consolidated Rental Payments'' means, for any period, the aggregate
amount of all rents paid or payable by Company and its Subsidiaries on a
consolidated basis during that period under all Capital Leases to which Company
or any of its Subsidiaries is a party as lessee.

``Consolidated Senior Debt'' means, as at any date, Consolidated Total Debt
minus the aggregate principal amount of Subordinated Indebtedness outstanding on
such date for Company and its Subsidiaries, determined on a consolidated basis
in conformity with GAAP.

``Consolidated Total Debt'' means, as at any date of determination, the
aggregate stated balance sheet amount of all Funded Debt of Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP;
provided however that until the earlier of (i) 170 days following the
consummation of the WLAJ/WWMT Asset Sale pursuant to subsection 7.7(iv), and
(ii) the consummation of the KOFY Acquisition, Consolidated Total Debt for
purposes of the calculations under subsections 2.4B(iii)(c) and

<PAGE>

7.6 (including under the definition of Consolidated Senior Debt), but not for
purposes of the calculation of the Pricing Leverage Ratio, shall exclude any Net
Cash Proceeds in respect of the WLAJ/WWMT Asset Sale to the extent such Net Cash
Proceeds are held in a collateral account pursuant to subsection 2.4B(iii)(a).

``Contingent Obligation'', as applied to any Person, means any direct or
indirect liability, contingent or otherwise, of that Person (i) with respect to
any Indebtedness, lease, dividend or other obligation of another if the primary
purpose or intent thereof by the Person incurring the Contingent Obligation is
to provide assurance to the obligee of such obligation of another that such
obligation of another will be paid or discharged, or that any agreements
relating thereto will be complied with, or that the holders of such obligation
will be protected (in whole or in part) against loss in respect thereof,
(ii) with respect to any letter of credit issued for the account of that Person
or as to which that Person is otherwise liable for reimbursement of drawings, or
(iii) under Interest Rate Agreements. Contingent Obligations shall include,
without limitation, (a) the direct or indirect guaranty, endorsement (otherwise
than for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the obligation
of another, (b) the obligation to make take-or-pay or similar payments if
required regardless of non-performance by any other party or parties to an
agreement, and (c) any liability of such Person for the obligation of another
through any agreement (contingent or otherwise) (X) to purchase, repurchase or
otherwise acquire such obligation or any security therefor, or to provide funds
for the payment or discharge of such obligation (whether in the form of loans,
advances, stock purchases, capital contributions or otherwise) or (Y) to
maintain the solvency or any balance sheet item, level of income or financial
condition of another if, in the case of any agreement described under subclauses
(X) or (Y) of this sentence, the primary purpose or intent thereof is as
described in the preceding sentence. The amount of any Contingent Obligation
shall be equal to the amount of the obligation so guaranteed or otherwise
supported or, if less, the amount to which such Contingent Obligation is
specifically limited.

``Contractual Obligation'', as applied to any Person, means any provision
of any Security issued by that Person or of any material indenture, mortgage,
deed of trust, contract, undertaking, agreement or other instrument to which
that Person is a party or by which it or any of its properties is bound or to
which it or any of its properties is subject.

``Convertible Preferred Prospectus'' means the Prospectus dated December
16, 1993, pursuant to which Company offered the Convertible Preferred Stock.

``Convertible Preferred Stock'' means Company's Cumulative Convertible
Exchangeable Preferred Stock, par value $.01 per share, issued by Company
pursuant to its Third Amended and Restated Certificate of Incorporation.

``Credit Party'' means any of Company and any Subsidiary of Company party
to any Loan Document, and ``Credit Parties'' means all such Persons
collectively.

<PAGE>

``Departing Lender'' means each ``Lender'' party to, and as defined in, the
Existing Agreement which will not be a Lender hereunder on the Closing Date.

``Departing Lender Consent'' means the consent made by each Departing
Lender, substantially in the form of Exhibit XVIII annexed hereto.

``Deposit Account'' means a demand, time, savings, passbook or like account
with a bank, savings and loan association, credit union or like organization,
other than an account evidenced by a negotiable certificate of deposit.

``Documentation Agent'' has the meaning assigned to that term in the
introduction to this Agreement, it being understood and agreed that the
Documentation Agent shall have no obligations or duties as agent for or on
behalf of any party to this Agreement or any other Loan Document.

``Dollars'' and the sign ``$'' mean the lawful money of the United States
of America.

``8-7/8% Subordinated Note Documents'' means the 8-7/8% Subordinated Note
Indenture and the other documents pursuant to which the 8-7/8% Subordinated
Notes were issued.

``8-7/8% Subordinated Note Indenture'' means the Senior Subordinated Note
Indenture dated as of May 11, 1998 between Company and The Bank of New York, as
trustee, as such Indenture may be amended, restated, supplemented or otherwise
modified from time to time in accordance with the provisions of subsection 7.14.

``8-7/8% Subordinated Notes'' means the 8-7/8% Senior Subordinated Notes
due May 15, 2008 issued by Company.

``Eligible Assignee'' means (A) (i) a commercial bank organized under the
laws of the United States or any state thereof having a combined capital and
surplus of at least $250,000,000; (ii) a savings and loan association or savings
bank organized under the laws of the United States or any state thereof having a
combined capital and surplus of at least $250,000,000; (iii) a commercial bank
organized under the laws of any other country or a political subdivision thereof
having a combined capital and surplus of at least $250,000,000; provided that
(x) such bank is acting through a branch or agency located in the United States
or (y) such bank is organized under the laws of a country that is a member of
the Organization for Economic Cooperation and Development or a political
subdivision of such country; and (iv) any other entity which is an ``accredited
investor'' (as defined in Regulation D under the Securities Act) which extends
credit or buys loans as one of its businesses including, but not limited to,
insurance companies, mutual funds and lease financing companies, in each case
(under clauses (i) through (iv) above) that is reasonably acceptable to
Administrative Agent and (B) any Lender and any Affiliate of any Lender;
provided that no Affiliate of Company shall be an Eligible Assignee.

<PAGE>

``Employee Benefit Plan'' means any ``employee benefit plan'' as defined in
Section 3(3) of ERISA which is, or was at any time, maintained or contributed to
by Company or any of its ERISA Affiliates.

``Employment Agreements'' means the Employment Agreement dated as of
September 20, 1993 between Company and W. Don Cornwell and the Employment
Agreement dated as of September 20, 1993 between Company and Stuart J. Beck, in
the form that each such agreement existed on the 1993 Closing Date.

``Environmental Claim'' means any accusation, allegation, notice of
violation, claim, demand, abatement order or other order or direction
(conditional or otherwise) by any government authority or any Person for any
damage, including, without limitation, personal injury (including sickness,
disease or death), tangible or intangible property damage, contribution,
indemnity, indirect or consequential damages, damage to the environment,
nuisance, pollution, contamination or other adverse effects on the environment,
or for fines, penalties or restrictions, in each case relating to, resulting
from or in connection with Hazardous Materials and relating to Company, any of
its Subsidiaries, any of their respective Affiliates or any Facility.

``Environmental Laws'' means all statutes, ordinances, orders, rules,
regulations, plans, policies or decrees and the like relating to
(i) environmental matters, including, without limitation, those relating to
fines, injunctions, penalties, damages, contribution, cost recovery
compensation, losses or injuries resulting from the Release or threatened
Release of Hazardous Materials, (ii) the generation, use, storage,
transportation or disposal of Hazardous Materials, or (iii) occupational safety
and health, industrial hygiene, land use or the protection of human, plant or
animal health or welfare, in any manner applicable to Company or any of its
Subsidiaries or any of their respective properties, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section 9601 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. Section 1801 et seq.), the Resource Conservation
and Recovery Act (42 U.S.C. Section 6901 et seq.), the Federal Water Pollution
Control Act (33 U.S.C. Section 1251 et seq.), the Clean Air Act (42 U.S.C.
Section 7401 et seq.), the Toxic Substances Control Act (15 U.S.C. Section
2601 et seq.), the Federal Insecticide, Fungicide and Rodenticide Act (7 U.S.C.
Section 136 et seq.), the Occupational Safety and Health Act (29 U.S.C. Section
651 et seq.) and the Emergency Planning and Community Right-to-Know Act (42
U.S.C. Section 11001 et seq.), each as amended or supplemented, and any
analogous future or present local, state and federal statutes and regulations
promulgated pursuant thereto, each as in effect as of the date of determination.

``Equity Proceeds'' means the cash proceeds of any sale or issuance by
Company of any equity securities of Company (including, without limitation, any
shares of Non-Restricted Common Stock).

``ERISA'' means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute.

<PAGE>

``ERISA Affiliate'', as applied to any Person, means (i) any corporation
which is, or was at any time, a member of a controlled group of corporations
within the meaning of Section 414(b) of the Internal Revenue Code of which that
Person is, or was at any time, a member; (ii) any trade or business (whether or
not incorporated) which is, or was at any time, a member of a group of trades or
businesses under common control within the meaning of Section 414(c) of the
Internal Revenue Code of which that Person is, or was at any time, a member; and
(iii) any member of an affiliated service group within the meaning of
Section 414(m) or (o) of the Internal Revenue Code of which that Person, any
corporation described in clause (i) above or any trade or business described in
clause (ii) above is, or was at any time, a member.

``ERISA Event'' means (i) a ``reportable event'' within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the provision by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041(c) of ERISA; (iv) the
withdrawal by Company or any of its ERISA Affiliates from any Pension Plan with
two or more contributing sponsors or the termination of any such Pension Plan
resulting in liability pursuant to Sections 4063 or 4064 of ERISA; (v) the
institution by the PBGC of proceedings to terminate any Pension Plan, or the
occurrence of any event or condition which might constitute grounds under ERISA
for the termination of, or the appointment of a trustee to administer, any
Pension Plan; (vi) the imposition of liability on Company or any of its ERISA
Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by reason of the
application of Section 4212(c) of ERISA; (vii) the withdrawal by Company or any
of its ERISA Affiliates in a complete or partial withdrawal (within the meaning
of Sections 4203 and 4205 of ERISA) from any Multiemployer Plan if there is any
potential liability therefor, or the receipt by Company or any of its ERISA
Affiliates of notice from any Multiemployer Plan that it is in reorganization or
insolvency pursuant to Section 4241 or 4245 of ERISA, or that it intends to
terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the
occurrence of an act or omission which could give rise to the imposition on
Company or any of its ERISA Affiliates of fines, penalties, taxes or related
charges under Chapter 43 of the Internal Revenue Code or under Section 409 or
502(c), (i) or (l) or 4071 of ERISA in respect of any Employee Benefit Plan;
(ix) the assertion of a material claim (other than routine claims for benefits)
against any Employee Benefit Plan other than a Multiemployer Plan or the assets
thereof, or against Company or any of its ERISA Affiliates in connection with
any such Employee Benefit Plan; (x) receipt from the Internal Revenue Service of
notice of the failure of any Pension Plan (or any other Employee Benefit Plan
intended to be qualified under Section 401(a) of the Internal Revenue Code) to
qualify under Section 401(a) of the Internal Revenue Code, or the failure of any
trust forming part of any Pension Plan to qualify for exemption from

<PAGE>

taxation under Section 501(a) of the Internal Revenue Code; or (xi) the
imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal
Revenue Code or pursuant to ERISA with respect to any Pension Plan.

``Eurodollar Rate Loans'' means Loans bearing interest at rates determined
by reference to the Adjusted Eurodollar Rate as provided in subsection 2.2A.

``Event of Default'' means each of the events set forth in Section 8.

``Exchangeable Preferred Stock'' means Company's 12-3/4% Cumulative
Exchangeable Preferred Stock, par value $.01 per share, issued by Company
pursuant to its Third Amended and Restated Certificate of Incorporation.

``Exchange Act'' means the Securities Exchange Act of 1934, as amended from
time to time, and any successor statute.

``Existing Agreement'' has the meaning assigned to that term in the
introduction to this Agreement.

``Existing Subordinated Indebtedness'' means the Indebtedness of Company
evidenced by the Existing Subordinated Note Documents.

``Existing Subordinated Note Documents'' means the 10-3/8% Subordinated
Note Documents, the 9-3/8% Subordinated Note Documents and the 8-7/8%
Subordinated Note Documents.

``Existing Subordinated Notes'' means, collectively, the 10-3/8%
Subordinated Notes, the 9-3/8% Subordinated Notes and the 8-7/8% Subordinated
Notes.

``Facilities'' means any and all real property (including, without
limitation, all buildings, fixtures or other improvements located thereon) now,
hereafter or heretofore owned, leased, operated or used by Company or any of its
Subsidiaries or any of their respective predecessors or Affiliates.

``FCC'' means 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 Consent'' means the initial written action or actions of the FCC
approving in the case of any radio or television broadcast station acquired in
connection with an Acquisition, the transfer of the FCC Licenses used in
connection with the ownership and operation of such station from the holder
thereof immediately prior to giving effect to such Acquisition and the
applicable License Co., in each case in form and substance satisfactory to
Administrative Agent and Requisite Lenders.

<PAGE>

``FCC Licenses'' has the meaning assigned to that term in subsection 5.18.

``Federal Funds Effective Rate'' means, for any period, a fluctuating
interest rate equal for each day during such period to 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 for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by Administrative Agent from three Federal funds brokers
of recognized standing selected by Administrative Agent.

``Final Order'' has the meaning assigned to that term in subsection 4.4E.

``First Restated Agreement'' means the Amended and Restated Credit
Agreement dated as of February 1, 1995 by and among Company, the lenders
described therein and Bankers, as agent.

``Fiscal Year'' means the fiscal year of Company and its Subsidiaries
ending on December 31 of each calendar year.

``Funded Debt,'' as applied to any Person, means all Indebtedness of that
Person (other than any liability with respect to Programming Obligations and any
Indebtedness otherwise permitted under subsection 7.1(viii)), which by its terms
or by the terms of any instrument or agreement relating thereto matures more
than one year from, or is directly renewable or extendable at the option of the
debtor to a date more than one year from (including an option of the debtor
under a revolving credit or similar agreement obligating the lender or lenders
to extend credit over a period of one year or more from), the date of the
creation thereof; it being understood and agreed that ``Funded Debt'' shall
include all amounts owing by Company with respect to Loans and Letters of Credit
outstanding hereunder.

``Funding Date'' means the date of the funding of a Loan.

``GAAP'' means, subject to the limitations on the application thereof set
forth in subsection 1.2, generally accepted accounting principles set forth in
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as may be approved by a significant segment of the accounting
profession, in each case as the same are applicable to the circumstances as of
the date of determination.

``Governmental Authorization'' means any permit, license, authorization,
plan, directive, waiver, consent order or consent decree of or from any federal,
state or local governmental authority, agency or court.

<PAGE>

``Governmental Entity'' means any court or tribunal in any jurisdiction or
any federal, state, municipal, domestic, foreign or other administrative agency,
department, commission, board, bureau or other governmental authority or
instrumentality.

``Hazardous Materials'' means (i) any chemical, material or substance at
any time defined as or included in the definition of ``hazardous substances'',
``hazardous wastes'', ``hazardous materials'', ``extremely hazardous waste'',
``restricted hazardous waste'', ``infectious waste'', ``toxic substances'' or
any other formulations intended to define, list or classify substances by reason
of deleterious properties such as ignitability, corrosivity, reactivity,
carcinogenicity, toxicity, reproductive toxicity, ``TCLP toxicity'' or ``EP
toxicity'' or words of similar import under any applicable Environmental Laws or
publications promulgated pursuant thereto; (ii) any oil, petroleum, petroleum
fraction or petroleum derived substance; (iii) any drilling fluids, produced
waters and other wastes associated with the exploration, development or
production of crude oil, natural gas or geothermal resources; (iv) any flammable
substances or explosives; (v) any radioactive materials; (vi) asbestos in any
form; (vii) urea formaldehyde foam insulation; (viii) electrical equipment which
contains any oil or dielectric fluid containing levels of polychlorinated
biphenyls in excess of fifty parts per million; (ix) pesticides; and (x) any
other chemical, material or substance, exposure to which is prohibited, limited
or regulated by any governmental authority or which may or could pose a hazard
to the health and safety of the owners, occupants or any Persons in the vicinity
of the Facilities.

``Indebtedness'', as applied to any Person, means (i) all indebtedness for
borrowed money plus the maximum aggregate amount which is or at any time
thereafter may become available for drawing under any Letter of Credit then
outstanding, (ii) that portion of obligations with respect to Capital Leases
that is properly classified as a liability on a balance sheet in conformity with
GAAP, (iii) notes payable and drafts accepted representing extensions of credit
whether or not representing obligations for borrowed money, (iv) any obligation
owed for all or any part of the deferred purchase price of property or services
(excluding any such obligations incurred under ERISA), which purchase price is
(a) due more than one year from the date of incurrence of the obligation in
respect thereof or (b) evidenced by a note or similar written instrument,
(v) all indebtedness secured by any Lien on any property or asset owned or held
by that Person regardless of whether the indebtedness secured thereby shall have
been assumed by that Person or is nonrecourse to the credit of that Person
(provided, however, that the amount of any such Indebtedness that is nonrecourse
to such Person shall be the lesser of the fair market value of the property or
asset subject to the Lien and the amount of the Indebtedness secured), (vi) to
the extent not otherwise included above, all liabilities of that Person with
respect to Programming Obligations, and (vii) all indebtedness in respect of
termination payments or other liquidated damage obligations of Company pursuant
to Interest Rate Agreements. Obligations under Interest Rate Agreements (except
as set forth in clause (vii) above) constitute Contingent Obligations and not
Indebtedness.

``Indemnitee'' has the meaning assigned to that term in subsection 10.3.

<PAGE>

``Intellectual Property'' means all patents, trademarks, tradenames,
copyrights, technology, know-how and processes used in or necessary for the
conduct of the business of Company and its Subsidiaries as currently conducted
that are material to the condition (financial or otherwise), business or
operations of Company and its Subsidiaries, taken as a whole.

``Intercompany Note'' and ``Intercompany Notes'' means (i) those certain
Subordinated Intercompany Promissory Notes of the Company or any of its
Subsidiaries issued in accordance with subsection 7.1(iv) of this Agreement to
evidence Indebtedness of Company or any such Subsidiary in the form of
Exhibit XII annexed hereto and (ii) the QCNY Intercompany Note, as such
Intercompany Notes may be amended, restated, supplemented or otherwise modified
from time to time in accordance with the terms hereof and thereof.

``Interest Payment Date'' means (i) with respect to any Base Rate Loan,
each January 31, April 30, July 31 and October 31 of each year, commencing on
the first such date to occur after the Closing Date, and (ii) with respect to
any Eurodollar Rate Loan, the last day of each Interest Period applicable to
such Loan; provided that in the case of each Interest Period of longer than
three months, ``Interest Payment Date'' shall also include each date that is
three months or an integral multiple thereof, after the commencement of such
Interest Period.

``Interest Period'' has the meaning assigned to that term in subsection
2.2B.

``Interest Rate Agreement'' means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement designed to protect Company or any of its Subsidiaries
against fluctuations in interest rates.

``Interest Rate Determination Date'' means each date for calculating the
Adjusted Eurodollar Rate for purposes of determining the interest rate in
respect of an Interest Period. The Interest Rate Determination Date shall be
the second Business Day prior to the first day of the related Interest Period
for a Eurodollar Rate Loan.

``Internal Revenue Code'' means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter.

``Investment'' means (i) any direct or indirect purchase or other
acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, stock or other Securities of any other Person, or (ii) any direct
or indirect loan, advance (other than advances to employees for moving,
entertainment and travel expenses, drawing accounts and similar expenditures in
the ordinary course of business) or capital contribution by Company or any of
its Subsidiaries to any other Person other than a Subsidiary of Company,
including all indebtedness and accounts receivable from that other Person that
are not current assets or did not arise from sales to that other Person in the
ordinary course of business. The amount of any Investment shall be the original
cost of such Investment plus the cost of all additions

<PAGE>

thereto, without any adjustments for increases or decreases in value, or
write-ups, write-downs or write-offs with respect to such Investment.

``Issuing Lender'' means, with respect to any Letter of Credit, the Lender
having a Revolving Loan Commitment which agrees or is otherwise obligated to
issue such Letter of Credit, determined as provided in subsection 3.1B(ii).

``Joint Venture'' means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided
that in no event shall any corporate Subsidiary of any Person be considered to
be a Joint Venture to which such Person is a party.

``KBVO Lease'' means that certain Lease Agreement dated May 1, 1983,
between KBVO, Inc. (as successor to Austin Television), as tenant, and KVET
Broadcasting Company, Inc., as landlord).

``KOFY Acquisition'' means the Acquisition by Company of all of the
outstanding capital stock of Pacific FM Incorporated, a California corporation
and the owner and operator of KOFY-TV, the WB Television Network Affiliate
located in San Francisco, California, pursuant to the KOFY Acquisition
Agreement.

``KOFY Acquisition Agreement'' means the Stock Purchase Agreement dated as
of October 3, 1997, among Company, Pacific FM Incorporated, a California
corporation, James J. Gabbert and Michael P. Lincoln, substantially in the form
delivered to the Administrative Agent on or prior to the Closing Date, with such
amendments, modifications and supplements thereto reasonably acceptable to
Administrative Agent.

``Landlord Consent Letter'' means a landlord consent letter substantially
in the form of Exhibit XV annexed hereto or such other form as shall be
acceptable to Collateral Agent, in its sole discretion, executed, acknowledged
and delivered to Collateral Agent with respect to any real property as to which
Company or any of its Subsidiaries has a leasehold interest and ``Landlord
Consent Letters'' means all such letters collectively.

``Lansing'' means Lansing 53, Inc., a Michigan corporation.

``Leases'' has the meaning assigned to that term in subsection 4.1D, and
shall include any real, personal or mixed property leases to which Company or
any Subsidiary of Company becomes a party and which leases become subject to a
Mortgage pursuant to subsection 6.12.

``Lender'' and ``Lenders'' means the persons identified as ``Lenders'' and
listed on the signature pages of this Agreement, or party to any Additional
Credit Facility Supplement, together with their respective successors and
permitted assigns pursuant to subsection 10.1.

<PAGE>

``Lender's Policy'' has the meaning assigned to that term in subsection
4.1C.

``Letter of Credit'' or ``Letters of Credit'' means Commercial Letters of
Credit and Standby Letters of Credit issued or to be issued by Issuing Lenders
for the account of Company pursuant to subsection 3.1.

``Letter of Credit Usage'' means, as at any date of determination, the sum
of (i) the maximum aggregate amount which is or at any time thereafter may
become available for drawing under all Letters of Credit then outstanding plus
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Lenders and not theretofore reimbursed by Company (including any such
reimbursement out of the proceeds of Revolving Loans pursuant to subsection
3.3B).

``License Co.'' means any wholly-owned direct or indirect Subsidiary of
Company established solely for the purpose of holding the FCC Licenses now or
hereafter acquired or owned by Company or any of its Subsidiaries (other than
the Company FCC Licenses, which shall be held by WEEK-TV License, Inc. from and
after the consummation of the transfer thereof to WEEK-TV License, Inc. pursuant
to subsection 6.14), including, without limitation, any of KNTV License, Inc.,
WPTA-TV License, Inc., KBJR License, Inc., WTVH License, Inc., KSEE License,
Inc., WWMT-TV License, Inc. WKBW-TV License, Inc., KBVO License, Inc., WEEK
License, Inc., WLAJ License, Inc., WXON License, Inc., WEEK-TV License, Inc. and
any Acquisition Subsidiary meeting the foregoing requirements of this
definition, and ``License Cos.'' means all such companies collectively.

``Lien'' means any lien, mortgage, deed of trust, pledge, assignment,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest) and any option, trust or other
preferential arrangement having the practical effect of any of the foregoing.

``Loan'' or ``Loans'' means one or more of the Additional Credit Loans,
Revolving Loans or any combination thereof.

``Loan Documents'' means this Agreement, the Notes, the Additional Credit
Facility Supplements (if any), the Letters of Credit (and any applications for,
or reimbursement agreements or other documents or certificates executed by
Company in favor of an Issuing Lender relating to, the Letters of Credit), any
Interest Rate Agreements entered into between Company and any Lender and the
Collateral Documents.

``LMA'' means any time brokerage, local marketing or similar arrangement
pursuant to which Company or any of its Subsidiaries agrees to provide
television or radio management services, television or radio programming, or
assets related to the provision of television or radio broadcasting to the
licensee of a television or radio broadcast station or to sell commercial
advertising to occupy the airtime of such broadcast station.

<PAGE>

``Margin Stock'' has the meaning assigned to that term in Regulation U of
the Board of Governors of the Federal Reserve System as in effect from time to
time.

``Material Agreements'' means the Network Affiliation Agreements, the
Employment Agreements, the Leases, any Program Contract pursuant to which
Company's aggregate Programming Obligations thereunder is equal to or greater
than $500,000 (calculated as the unamortized amount of such Programming
Obligations on any date of determination), the Acquisition Agreements and any
other agreements and other documents material to the business of Company and its
Subsidiaries.

``Material Adverse Effect'' means (i) a material adverse effect upon the
business, operations, properties, assets, condition (financial or otherwise) or
prospects of Company and its Subsidiaries on a consolidated basis or (ii) the
impairment of the ability of Company to perform, or of Administrative Agent or
Lenders to enforce, the Obligations, in each case in this clause (ii) that could
reasonably be expected to have a material adverse effect upon the rights and
interests of Administrative Agent and Lenders hereunder or under any other Loan
Document.

``Maximum Amount'' has the meaning assigned to that term in
subsection 10.21.

``Mortgaged Property'' has the meaning assigned to that term in
subsection 4.1C.

``Mortgages'' means, collectively, the Borrower Mortgage and each
Subsidiary Mortgage.

``Multiemployer Plan'' means a ``multiemployer plan'', as defined in
Section 3(37) of ERISA, to which Company or any of its ERISA Affiliates is
contributing, or ever has contributed, or to which Company or any of its ERISA
Affiliates has, or ever has had, an obligation to contribute.

``Net Cash Proceeds'' means, with respect to any Asset Sale, Cash Proceeds
of such Asset Sale net of bona fide direct costs of sale including (i) income or
gains taxes reasonably estimated to be actually payable as a result of such
Asset Sale within two years of the date of such Asset Sale and (ii) payment of
the outstanding principal amount of, premium or penalty, if any, and interest on
any Indebtedness (other than the Loans) required to be repaid under the terms
thereof as a result of such Asset Sale.

``Net Debt Proceeds'' means the cash proceeds of any sale or issuance by
Company of any Additional Subordinated Indebtedness net of underwriting
discounts and commissions and other reasonable costs associated therewith.

``Network Affiliation Agreements'' means, collectively, the Affiliation
Agreements between Company or any Subsidiary of Company and any of the Networks,
as the case may be, listed in Schedule 7.14C annexed hereto, as it may be
supplemented pursuant to subsection 4.4N to include any such Affiliation
Agreements acquired in connection with any

<PAGE>

Acquisition, as any such agreement may be amended, supplemented or otherwise
modified as permitted by the terms of this Agreement and including any
replacement agreement, which shall in all respects be reasonably satisfactory to
Requisite Lenders.

``Networks'' means one or more of the National Broadcasting Company
Incorporated (``NBC''), the American Broadcasting Company (``ABC''), CBS, Inc.
(``CBS''), the WB Television Network (``WB''), the Fox Broadcasting Company
(``Fox''), or United Paramount Network (``UPN''), as the context requires.

``New Lender'' has the meaning assigned to that term in subsection
2.1A(ii).

``New Subsidiary'' has the meaning assigned to that term in
subsection 6.13.

``9-3/8% Subordinated Note Documents'' means the 9-3/8% Subordinated Note
Indenture and other documents pursuant to which the 9-3/8% Subordinated Notes
were issued.

``9-3/8% Subordinated Note Indenture'' means the indenture dated as of
February 22, 1996 between Company and The Bank of New York, as trustee, as such
Indenture may be amended, restated, supplemented or otherwise modified from time
to time in accordance with the provisions of subsection 7.14.

``9-3/8% Subordinated Notes'' means the 9-3/8% Series A Senior Subordinated
Notes due December 1, 2005 issued by Company and the 9-3/8% Senior Subordinated
Notes due December 1, 2005 issued by Company.

``1993 Agreement'' means the Credit Agreement dated as of December 23, 1993
among the Company, the lenders party thereto, and Bankers, as agent.

``1993 Closing Date'' means December 23, 1993.

``Non-Restricted Capital Stock'' means any capital stock of Company with
respect to which Company has no obligation at any time on or before the date
which is one year after the final maturity of the Obligations under this
Agreement to (i) declare or pay any dividend or other distribution, (ii) make
any redemption, repurchase, retirement or acquisition, (iii) make any return of
capital to the holder thereof, or (iv) make any other distribution of any kind.

``Notes'' means one or more of the Additional Credit Notes (if any) or
Revolving Notes or any combination thereof.

``Notice of Borrowing'' means a notice substantially in the form of
Exhibit I annexed hereto delivered by Company to Administrative Agent pursuant
to subsection 2.1B with respect to a proposed borrowing.

<PAGE>

``Notice of Conversion/Continuation'' means a notice substantially in the
form of Exhibit II annexed hereto delivered by Company to Administrative Agent
pursuant to subsection 2.2D with respect to a proposed conversion or
continuation of the applicable basis for determining the interest rate with
respect to the Loans specified therein.

``Notice of Request to Issue a Letter of Credit'' means a notice
substantially in the form of Exhibit III annexed hereto delivered by Company to
Administrative Agent pursuant to subsection 3.1B(i) with respect to the proposed
issuance of a Letter of Credit.

``Obligations'' means all obligations of every nature of Company or any
other Credit Party from time to time owed to Administrative Agent, Collateral
Agent, Lenders or any of them under the Loan Documents, whether for principal,
interest, reimbursement of amounts drawn under Letters of Credit, fees,
expenses, indemnification or otherwise.

``Officers' Certificate'' means, as applied to any corporation, a
certificate executed on behalf of such corporation by its chairman of the board
(if an officer) or its president or one of its vice presidents and by its chief
financial officer or its treasurer, or, in the case of a Compliance Certificate,
by the Vice President and Controller of Company; provided, that every Officers'
Certificate with respect to the compliance with a condition precedent to the
making of any Loans hereunder shall include (i) a statement that the officer or
officers making or giving such Officers' Certificate have read such condition
and any definitions or other provisions contained in this Agreement relating
thereto, (ii) a statement that, in the opinion of the signers, they have made or
have caused to be made such examination or investigation as is necessary to
enable them to express an informed opinion as to whether or not such condition
has been complied with, and (iii) a statement as to whether, in the opinion of
the signers, such condition has been complied with.

``Operating Lease'' means, as applied to any Person, any lease (including,
without limitation, leases that may be terminated by the lessee at any time) of
any property (whether real, personal or mixed) that is not a Capital Lease other
than any such lease under which that Person is the lessor.

``Ownership Reports'' means, with respect to any broadcast radio or
television station owned by the Company or any of its Subsidiaries, the reports
and certifications filed with the FCC pursuant to 47 C.F.R. Section 73.3615, or
any comparable reports filed pursuant to any successor regulation thereto.

``PBGC'' means the Pension Benefit Guaranty Corporation (or any successor
thereto).

``Pension Plan'' means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code
or Section 302 of ERISA.

<PAGE>

``Permitted Encumbrances'' means the following types of Liens (other than
any such Lien imposed pursuant to Section 401(a)(29) or 412(n) of the Internal
Revenue Code or by ERISA):

(i) Liens for taxes, assessments or governmental charges or claims
the payment of which is not, at the time, required by subsection 6.3;

(ii) (a) contractual Liens of landlords existing as of the 1993
Closing Date and encumbering property listed on Schedule 5.19 (other than
property of KBVO, Inc., WWMT-TV, Inc., WKBW-TV, Inc. and WXON, Inc. and any
radio or television broadcasting station acquired pursuant to an
Acquisition), (b) contractual Liens of the landlord under any lease of real
property as to which Company or any of its Subsidiaries has a leasehold
interest subject to a Mortgage and in respect of which the Collateral Agent
has received a Landlord Consent Letter from the landlord entitled to such
Lien, (c) contractual Liens of the landlord under any lease of real
property as to which Company or any of its Subsidiaries has a leasehold
interest not subject to a Mortgage, and (d) statutory Liens of landlords,
carriers, warehousemen, mechanics and materialmen and other Liens imposed
by law, in each case, incurred in the ordinary course of business for sums
not yet delinquent or being contested in good faith, if such reserve or
other appropriate provision, if any, as shall be required by GAAP shall
have been made therefor;

(iii) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance
and other types of social security, or to secure the performance of
tenders, statutory obligations, surety and appeal bonds, bids, leases,
government contracts, trade contracts, performance and return-of-money
bonds and other similar obligations (exclusive of obligations for the
payment of borrowed money);

(iv) any attachment or judgment Lien not constituting an Event of
Default under subsection 8.8;

(v) leases or subleases granted to others not interfering in any
material respect with the ordinary conduct of the business of Company and
its Subsidiaries taken as a whole;

(vi) easements, rights-of-way, restrictions, minor defects,
encroachments or irregularities in title and other similar charges or
encumbrances not interfering in any material respect with the ordinary
conduct of the business of Company and its Subsidiaries taken as a whole;

(vii) subject to the restrictions in clause (ii) above, any
(a) interest or title of a lessor or sublessor under any lease permitted by
this Agreement, (b) restriction or encumbrance that the interest or title
of such lessor or sublessor may be subject

<PAGE>

to, or (c) subordination of the interest of the lessee or sublessee under
such lease to any restriction or encumbrance referred to in the preceding
clause (b);

(viii) Liens arising from filing UCC financing statements relating
solely to leases permitted by this Agreement; and

(ix) Liens arising solely by virtue of any statutory or common law
provision relating to banker's liens, rights of set-off or similar rights
and remedies as to deposit accounts or other funds maintained with a
creditor depository institution; provided, that (a) such deposit account is
not a dedicated cash collateral account and is not subject to restrictions
against access by Company or any of its Subsidiaries in excess of those set
forth by regulations promulgated by the Federal Reserve Board, and (b) such
deposit account is not intended by Company or any of its Subsidiaries to
provide collateral to the depository institution.

``Permitted Holders'' means (i) W. Don Cornwell and Stuart J. Beck,
(ii) the members of the immediate family of either of them, (iii) any trust
created for the benefit of the Persons described in clauses (i) or (ii) or any
of their estates or (iv) any corporation that is controlled by and Person
described in clauses (i), (ii) or (iii).

``Permitted Repurchase Prepayment Amount'' has the meaning assigned to that
term in subsection 2.4B(iii)(c).

``Person'' means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, joint stock
companies, Joint Ventures, associations, companies, trusts, banks, trust
companies, land trusts, business trusts or other organizations, whether or not
legal entities, and governments and agencies and political subdivisions thereof.

``Potential Event of Default'' means a condition or event that, after
notice or lapse of time or both, would constitute an Event of Default.

``Pricing Leverage Ratio'' means the ratio of Consolidated Total Debt to
Consolidated Broadcast Cash Flow, in each case as set forth in the most recent
financial statements delivered by Company to Administrative Agent pursuant to
clause (i) or (ii) of subsection 6.1 (accompanied by a Compliance Certificate
delivered by Company pursuant to clause (iii) of subsection 6.1). For purposes
of calculation, Consolidated Total Debt shall be determined as of the date of
such financial statements and Consolidated Broadcast Cash Flow shall be
determined for the twelve-month period ended on the date of such financial
statements.

``Prime Rate'' means the rate that Bankers announces from time to time as
its prime lending rate, as in effect from time to time. The Prime Rate is a
reference rate and does not necessarily represent the lowest or best rate
actually charged to any customer. Bankers

<PAGE>

or any other Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.

``Pro Forma Basis'' means, with respect to compliance with any covenant
hereunder, compliance with such covenant after giving effect to any proposed
acquisition, asset sale, or any other action which requires compliance on a Pro
Forma Basis. In making any determination of compliance on a Pro Forma Basis,
such determination shall be performed (i) from and after any Acquisition Closing
Date, with respect to any Acquisition, by using the consolidated financial
statements of Company and its Subsidiaries most recently required to be
delivered under subsection 6.1 (or equivalent statements prepared more recently
and delivered to Administrative Agent and Lenders and certified by the chief
financial officer of Company that they fairly present the financial condition of
Company and its Subsidiaries as at the dates indicated and the results of their
operations and their cash flows for the periods indicated, subject to changes
resulting from audit and normal year-end adjustments) and the audited financial
statements for the most recently ended fiscal period of the target of any such
Acquisition (subject to adjustment thereto as agreed to by Administrative Agent,
including any identified cost savings), and (ii) with respect to any other such
determination, after good faith consultation with Administrative Agent using the
consolidated financial statements of Company and its Subsidiaries most recently
required to be delivered under subsection 6.1 (or equivalent statements prepared
more recently and delivered to Administrative Agent and Lenders and certified by
the chief financial officer of Company that they fairly present the financial
condition of Company and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments) for the
12 months preceding such event, in each case which consolidated financial
statements shall be reformulated as if any acquisition, asset sale, or any other
action, and any Indebtedness or other liabilities incurred in connection
therewith, had been consummated at the beginning of the period specified in the
covenant with respect to which Pro Forma Basis compliance is required, and
giving effect to such adjustments as shall be acceptable to Administrative Agent
to the extent that such calculations include any period prior to such
Acquisition Closing Date.

``Program'' means any radio or television series or other program produced
or distributed for radio or 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'' means all contracts for radio, television, film,
programs, music and related audio rights and syndicated series exhibition rights
acquired under license agreements.

``Program Rights'' means any right whether arising under Program Contracts
or otherwise, to sell, distribute, subdistribute, exhibit, lease, sublease,
license, sublicense or otherwise exploit Programs.

<PAGE>

``Programming Amortization Expense'' means, as at any date of
determination, total amortization expense of Company and its Subsidiaries for
the most recently completed twelve consecutive month period which is directly
attributable to Programs, Program Rights or Program Contracts, determined on a
consolidated basis in conformity with GAAP.

``Programming Cash Payments'' means, as at any date of determination, the
aggregate cash payments actually made by Company and its Subsidiaries for the
most recently completed twelve consecutive month period in respect of
Programming Obligations, determined on a consolidated basis in conformity with
GAAP.

``Programming Obligations'' means at any date of determination, all direct
or indirect liabilities, contingent or otherwise, with respect to Program
Contracts, Programs or Program Rights of Company and its Subsidiaries, whether
or not reflected on the consolidated balance sheet of Company and its
Subsidiaries prepared in conformity with GAAP.

``Pro Rata Share'' means,

(i) with respect to all payments, computations and other matters
relating to any Additional Credit Commitment of any Additional Credit
Lender, the percentage obtained by dividing (x) the Additional Credit Loan
Exposure of that Additional Credit Lender by (y) the aggregate Additional
Credit Loan Exposure of all Additional Credit Lenders;

(ii) with respect to all payments, computations and other matters
relating to the Revolving Loan Commitment or the Revolving Loans of any
Lender or any Letters of Credit issued or participations therein purchased
by any Lender, the percentage obtained by dividing (x) the Revolving Loan
Exposure of that Lender by (y) the aggregate Revolving Loan Exposure of all
Lenders;

(iii) for all other purposes with respect to each Lender, the
percentage obtained by dividing (x) the sum of the Additional Credit Loan
Exposure and Revolving Loan Exposure of that Lender by (y) the sum of the
aggregate Additional Credit Loan Exposure and Revolving Loan Exposure of
all Lenders;

The initial Pro Rata Share of each Lender for purposes of each of clauses (ii)
and (iii) of the preceding sentence is set forth opposite the name of that
Lender in Schedule 2.1 annexed hereto; provided that Schedule 2.1 shall be
amended and each Lender's Pro Rata Share shall be adjusted from time to time to
give effect to the execution of any Additional Credit Facility Supplements and
the addition or removal of any Lender as provided herein or by assignment
pursuant to subsection 10.1.

``Purchasing Lender'' has the meaning assigned to that term in
subsection 2.1E.

``QC III'' means Queen City III Limited Partnership, a Delaware limited
partnership.

<PAGE>

``QCNY'' means Queen City Broadcasting of New York, Inc., a New York
corporation and a wholly-owned Subsidiary of Queen City.

``QCNY Intercompany Note'' means the intercompany promissory note dated
June 29, 1995 by QCNY in favor of Company evidencing all amounts owed by QCNY to
Company including, without limitation, all amounts lent by Company to QCNY to
refinance certain outstanding Indebtedness of QCNY in connection with the
acquisition of WKBW-TV.

``Queen City'' means Queen City Broadcasting, Inc., a Delaware corporation.

``Regulation D'' means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

``Reimbursement Date'' has the meaning assigned to that term in
subsection 3.3B.

``Related Documents'' means, collectively, the Existing Subordinated Note
Documents, the Third Amended and Restated Certificate of Incorporation
(including each Certificate of Designation in respect of each class of
Exchangeable Preferred Stock), the Convertible Preferred Stock, the Exchangeable
Preferred Stock, the Intercompany Notes and the Acquisition Agreements.

``Release'' means any release, spill, emission, leaking, pumping, pouring,
injection, escaping, deposit, disposal, discharge, dispersal, dumping, leaching
or migration of Hazardous Materials into the indoor or outdoor environment
(including, without limitation, the abandonment or disposal of any barrels,
containers or other closed receptacles containing any Hazardous Materials), or
into or out of any Facility, including the movement of any Hazardous Material
through the air, soil, surface water, groundwater or property.

``Replaced Lender'' has the meaning assigned to such term in subsection
2.10.

``Replacement Lender'' has the meaning assigned to such term in subsection
2.10.

``Requisite Lenders'' means Lenders having or holding 51% or more of the
sum of (i) the aggregate Additional Credit Loan Exposure of all Additional
Credit Lenders and (ii) the aggregate Revolving Loan Exposure of all Lenders.

``Restricted Junior Payment'' means (i) any dividend or other distribution,
direct or indirect, on account of any shares of any class of stock of Company
now or hereafter outstanding, except a dividend payable solely in shares of that
class of stock to the holders of that class or payable solely in shares of any
Non-Restricted Capital Stock, (ii) any redemption, retirement, sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect, of
any shares of any class of stock of Company now or hereafter outstanding, except
a redemption, retirement or other such payment made solely through the issuance
of shares of any Non-Restricted Capital Stock to the holders of such class of

<PAGE>

stock, (iii) 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
stock of Company now or hereafter outstanding, except through the issuance of
shares of any Non-Restricted Capital Stock to the holders of such class of
stock, and (iv) any payment or prepayment of principal of, premium, if any, or
interest on, or redemption, purchase, retirement, defeasance (including
in-substance or legal defeasance), sinking fund or similar payment with respect
to, any Subordinated Indebtedness, except through the issuance of shares of any
Non-Restricted Stock to the holders of such Indebtedness.

``Revolving Loan Commitment'' or ``Revolving Loan Commitments'' means the
commitment or the commitments of a Lender or Lenders to make Revolving Loans and
issue or participate in Letters of Credit as set forth in subsections 2.1A(ii)
and 3.1A.

``Revolving Loan Commitment Termination Date'' means the Revolving Loan
Commitment Termination Date then in effect, which shall be the earliest of
(i) December 31, 2005, (ii) the date as of which the Obligations shall have
become immediately due and payable pursuant to Section 8, and (iii) the date on
which all of the Obligations are paid in full (including, without limitation,
the repayment, expiration, termination or cash collateralization of Letters of
Credit pursuant to this Agreement) and all Commitments are reduced to zero.

``Revolving Loan Exposure'' means, with respect to any Lender as of any
date of determination prior to the termination of the Revolving Loan
Commitments, that Lender's Revolving Loan Commitment and thereafter, the sum of
(i) the aggregate outstanding principal amount of the Revolving Loans of that
Lender, (ii) in the event that Lender is an Issuing Lender, the aggregate Letter
of Credit Usage in respect of all Letters of Credit issued by that Lender (in
each case net of any participations purchased by other Lenders in such Letters
of Credit or any unreimbursed drawings thereunder) and (iii) the aggregate
amount of all participations purchased by that Lender in any outstanding Letters
of Credit or any unreimbursed drawings under any Letters of Credit.

``Revolving Loans'' means the Loans made by Lenders to Company pursuant to
subsection 2.1A(ii).

``Revolving Notes'' means (i) the promissory notes of Company issued
pursuant to subsection 2.1D on the Closing Date, amending and restating the
Revolving Notes issued under the Existing Agreement, and (ii) any promissory
notes issued by Company pursuant to the last sentence of subsection 10.1B(i) in
connection with assignments of the Revolving Loan Commitments and Revolving
Loans of any Lenders, in each case substantially in the form of Exhibit V
annexed hereto, as they may be amended, restated, replaced, supplemented or
otherwise modified from time to time.

``Second Restated Agreement'' means the Second Amended and Restated Credit
Agreement dated as of May 19, 1995 by and among Company, the lenders described
therein, Bankers, as administrative agent, documentation agent and collateral
agent, First Union

<PAGE>

National Bank of North Carolina, as a co-agent and a co-syndication agent,
Goldman Sachs Credit Partners L.P. (formerly known as Pearl Street L.P.), as a
co-agent, BT Securities Corporation, as a co-syndication agent and Goldman Sachs
& Co., as a co-syndication agent.

``Securities'' means any stock, shares, partnership interests, voting trust
certificates, certificates of interest or participation in any profit-sharing
agreement or arrangement, options, warrants, bonds, debentures, notes, or other
evidences of indebtedness, secured or unsecured, convertible, subordinated or
otherwise, or in general any instruments commonly known as ``securities'' or any
certificates of interest, shares or participations in temporary or interim
certificates for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing.

``Securities Act'' means the Securities Act of 1933, as amended from time
to time, and any successor statute.

``Selling Lender'' has the meaning assigned to that term in
subsection 2.1E.

``Standby Letter of Credit'' means any standby letter of credit or similar
instrument issued for the purpose of supporting (i) Indebtedness of Company or
any of its Subsidiaries in respect of industrial revenue or development bonds or
financings, (ii) workers' compensation liabilities of Company or any of its
Subsidiaries, (iii) the obligations of third party insurers of Company or any of
its Subsidiaries arising by virtue of the laws of any jurisdiction requiring
third party insurers, (iv) obligations with respect to Capital Leases or
Operating Leases of Company or any of its Subsidiaries, and (v) performance,
payment, deposit or surety obligations of Company or any of its Subsidiaries, in
any case if required by law or governmental rule or regulation or in accordance
with custom and practice in the industry; provided that Standby Letters of
Credit may not be issued for the purpose of supporting (a) trade payables or
(b) Indebtedness constituting ``antecedent debt'' (as that term is used in
Section 547 of the Bankruptcy Code).

``Subordinated Indebtedness'' means (i) the Indebtedness evidenced by the
Existing Subordinated Note Documents and (ii) the Additional Subordinated
Indebtedness, if any.

``Subsidiary'' means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof.

``Subsidiary Guaranty'' means the Subsidiary Guaranty dated as of
December 23, 1993 and supplemented as of February 1, 1995, June 1, 1995,
June 29, 1995, October 16, 1996, January 31, 1997 and June 10, 1998 among each
of Company's Subsidiaries,

<PAGE>

respectively, and Collateral Agent, pursuant to which each such Subsidiary has
agreed to guarantee the Obligations of Company under the Loan Documents, and
including each counterpart to such Subsidiary Guaranty executed and delivered by
any Acquisition Subsidiary, pursuant to the terms of subsection 4.4 and any
counterparts to such Subsidiary Guaranty executed and delivered by any New
Subsidiary of Company pursuant to the terms of subsection 6.13, as such
Subsidiary Guaranty may be further amended, restated, supplemented or otherwise
modified from time to time.

``Subsidiary Mortgages'' means, collectively, (i) each Mortgage, Assignment
of Rents and Fixture Filing and each Deed of Trust, Assignment of Rents and
Fixture Filing, as the case may be, dated as of the Closing Date and delivered
by each of Company's Subsidiaries (other than the License Cos., WKBW-TV, Inc.,
QC III, Queen City and Granite Response Television, Inc.) in favor of Collateral
Agent on behalf of Lenders, in each case substantially in the form of Exhibit
XIV annexed hereto, and (ii) any mortgage or deed of trust or similar security
document executed, acknowledged and delivered from time to time by any
Subsidiary of Company to Collateral Agent in substantially the form of Exhibit
XIV annexed hereto which encumbers the fee or leasehold interest of such
Subsidiary in real property, as any of the foregoing may hereafter be amended,
restated, supplemented or otherwise modified from time to time.

``Subsidiary Pledge and Security Agreement'' means the Subsidiary Pledge
and Security Agreement dated as of December 23, 1993 and supplemented as of
February 1, 1995, June 1, 1995, June 28, 1995, June 29, 1995, October 16, 1996,
January 31, 1997 and June 10, 1998 among each of Company's Subsidiaries, and
Collateral Agent, as supplemented by each counterpart to such Subsidiary Pledge
and Security Agreement executed and delivered by any Acquisition Subsidiary,
pursuant to the terms of subsection 4.4 and any counterparts to such Subsidiary
Pledge and Security Agreement executed and delivered by any New Subsidiary of
Company pursuant to the terms of subsection 6.13, as such Subsidiary Pledge and
Security Agreement may be further amended, restated, supplemented or otherwise
modified from time to time.

``Tax'' or ``Taxes'' means any present or future tax, levy, impost, duty,
charge, fee, deduction or withholding of any nature and whatever called, by any
Governmental Entity, on whomsoever and wherever imposed, levied, collected,
withheld or assessed; provided that ``Tax on the overall net income'' of a
Person shall be construed as a reference to a tax imposed by the jurisdiction in
which that Person's principal office (and/or, in the case of a Lender, its
lending office) is located or in which that Person is deemed to be doing
business on all or part of the net income, profits or gains of that Person
(whether worldwide, or only insofar as such income, profits or gains are
considered to arise in or to relate to a particular jurisdiction, or otherwise).

``10-3/8% Subordinated Note Documents'' means the 10-3/8% Subordinated Note
Indenture and the other documents pursuant to which the 10-3/8% Subordinated
Notes were issued.

<PAGE>

``10-3/8% Subordinated Note Indenture'' means the Senior Subordinated Note
Indenture dated as of May 19, 1995 between Company and United States Trust
Company of New York, as trustee, as such Indenture may be amended, restated,
supplemented or otherwise modified from time to time in accordance with the
provisions of subsection 7.14.

``10-3/8% Subordinated Notes'' means the 10-3/8% Series A Senior
Subordinated Notes due May 15, 2005 issued by Company.

``Third Amended and Restated Certificate of Incorporation'' means Company's
Third Amended and Restated Certificate of Incorporation, filed with the
Secretary of State of the State of Delaware on May 3, 1994, as amended through
the date hereof.

``Total Utilization of Revolving Loan Commitments'' means, as at any date
of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of
reimbursing the applicable Issuing Lender for any amount drawn under any Letter
of Credit but not yet so applied) plus (ii) the Letter of Credit Usage.

``Voting Common Stock'' means common stock of Company, $.01 par value per
share, entitled to one vote per share.

``WEEK FCC Consent'' means the initial consent by the FCC or by its staff
acting pursuant to delegated authority approving the transfer of the Company FCC
Licenses from Company to WEEK-TV License, Inc., in form and substance
satisfactory to Administrative Agent and Requisite Lenders.

``WKBW-TV'' means the network-affiliated television station WKBW-TV serving
Buffalo, New York and its auxiliary facilities.

``WKBW-TV, Inc.'' means WKBW-TV, Inc., a Delaware corporation, which is
wholly-owned by Company, and was formed to acquire the general partnership
interests of QC III.

``WLAJ LMA Agreements'' means, collectively, (i) the Time Brokerage
Agreement dated October 17, 1996 by and among Lansing, as licensee of WLAJ-TV,
Joel I. Ferguson and Company, as programmer, and (ii) the Purchase and Sale
Agreement dated as of October 17, 1996 among Company, as buyer, Lansing, as
seller, and Joel I. Ferguson, as stockholder and seller.

``WLAJ/WWMT Asset Sale'' means the concurrent sale pursuant to the
WLAJ/WWMT Purchase Agreement by Company, WWMT-TV, Inc. and WWMT License, Inc. or
any combination thereof to any Person other than Company or any of its
wholly-owned Subsidiaries of all or substantially all of (i) the interest or
rights of Company in the WLAJ LMA Agreements, (ii) the assets of WLAJ-TV
acquired or to be acquired by Company pursuant to the WLAJ LMA Agreements and
(iii) the assets of WWMT-TV, Inc. and WWMT-TV License, Inc.

<PAGE>

``WLAJ/WWMT Purchase Agreement'' means the Purchase and Sale Agreement
dated as of February 18, 1998 between Freedom Communications, Inc., a California
corporation, Company, WWMT-TV, Inc., WLAJ, Inc., and WWMT License, Inc.

``WLAJ-TV'' means the network-affiliated television station WLAJ-TV serving
Lansing, Michigan, and its auxiliary facilities.

``WWMT-TV'' means the network-affiliated television station WWMT-TV serving
Grand Rapids-Kalamazoo-Battle Creek, Michigan, and its auxiliary facilities.

``WWMT-TV, Inc.'' means WWMT-TV, Inc., a Delaware corporation, which is
wholly-owned by Company and was formed to acquire WWMT-TV.

1.2 Accounting Terms; Utilization of GAAP for Purposes of Calculations Under
Agreement.

Except as otherwise expressly provided in this Agreement, all accounting
terms not otherwise defined herein shall have the meanings assigned to them in
conformity with GAAP. Financial statements and other information required to be
delivered by Company to Lenders pursuant to clauses (i), (ii) and (xiii) of
subsection 6.1 shall be prepared in accordance with GAAP as in effect at the
time of such preparation (and delivered together with the reconciliation
statements provided for in subsection 6.1(iv)). Calculations in connection with
the definitions, covenants and other provisions of this Agreement shall utilize
accounting principles and policies in conformity with those used to prepare the
financial statements referred to in subsection 5.3.

1.3 Other Definitional Provisions.

References to ``Sections'' and ``subsections'' shall be to Sections and
subsections, respectively, of this Agreement unless otherwise specifically
provided. Any of the terms defined in subsection 1.1 may, unless the context
otherwise requires, be used in the singular or the plural, depending on the
reference.

SECTION 2.
AMOUNTS AND TERMS OF COMMITMENTS AND LOANS

2.1 Commitments; Loans; Notes.

A. Commitments.

(i) Revolving Loans. Subject to the terms and conditions of this
Agreement and in reliance upon the representations and warranties of
Company herein set forth, each Lender hereby severally agrees, subject to
the limitations set forth below with respect to the maximum amount of
Revolving Loans permitted to

<PAGE>

be outstanding from time to time, (i) to maintain as Revolving Loans
hereunder its Pro Rata Share of the principal amount of ``Revolving Loans''
as defined in and which are outstanding under the Existing Agreement as of
the Closing Date after giving effect to subsection 2.1E and (ii) to lend to
Company from time to time during the period from the Closing Date to but
excluding the Revolving Loan Commitment Termination Date an aggregate
amount (including Revolving Loans outstanding under the preceding clause
(i)) not exceeding its Pro Rata Share of the aggregate amount of the
Revolving Loan Commitments to be used for the purposes identified in
subsection 2.5A. The original amount of each Lender's Revolving Loan
Commitment is set forth opposite its name on Schedule 2.1 annexed hereto
and the aggregate original amount of the Revolving Loan Commitments is
$260,000,000; provided that the Revolving Loan Commitments of Lenders shall
be adjusted to give effect to any assignments of the Revolving Loan
Commitments pursuant to subsection 10.1B; provided, further that the amount
of the Revolving Loan Commitments shall be reduced from time to time by the
amount of any reductions thereto made pursuant to subsections 2.4B(ii) and
2.4B(iii); provided still further that, for so long as the sum of the
aggregate Revolving Loan Commitments plus the aggregate Additional Credit
Commitments exceeds $10,000,000, not less than $10,000,000 of the sum of
the aggregate Revolving Loan Commitments plus the aggregate Additional
Credit Commitments shall be used or available solely for working capital
and other general corporate purposes, and from and after the date that the
sum of the aggregate Revolving Loan Commitments plus the aggregate
Additional Credit Commitments is equal to or less than $10,000,000, any
further drawings under either the Revolving Loan Commitments or the
Additional Credit Commitments shall be available solely for working capital
and other general corporate purposes. Each Lender's Revolving Loan
Commitment shall expire on the Revolving Loan Commitment Termination Date
and all Revolving Loans and all other amounts owed hereunder with respect
to the Revolving Loans and the Revolving Loan Commitments shall be paid in
full no later than that date. Amounts borrowed under this
subsection 2.1A(ii) may be repaid and reborrowed to but excluding the
Revolving Loan Commitment Termination Date.

Anything contained in this Agreement to the contrary notwithstanding,
the Revolving Loans and the Revolving Loan Commitments shall be subject to
the limitation that in no event shall the Total Utilization of Revolving
Loan Commitments at any time exceed the Revolving Loan Commitments then in
effect.

(ii) Additional Credit Loans. Subject to the terms and conditions of
this Agreement and in reliance upon the representations and warranties of
Company herein set forth, the Additional Credit Lenders may agree pursuant
to one or more Additional Credit Facility Supplements and subject to the
limitations set forth below with respect to the maximum amount of
Additional Credit Loans permitted to be outstanding from time to time, to
lend to Company from time to time during the period from the applicable
Additional Credit Facility Closing Date to but excluding the Revolving Loan
Commitment Termination Date an aggregate amount not

<PAGE>

exceeding its Pro Rata Share of the aggregate amount of the Additional
Credit Commitments set forth in the applicable Additional Credit Facility
Supplement to be used for the purposes identified in subsection 2.5A. The
maximum cumulative aggregate permitted amount of the Additional Credit
Commitments is $240,000,000; provided that the Additional Credit
Commitments of the Additional Credit Lenders shall be adjusted to give
effect to any assignments of the Additional Credit Commitments pursuant to
subsection 10.1B; provided, further that the maximum aggregate amount of
the Additional Credit Commitments shall be reduced from time to time by the
amount of any reductions thereto made pursuant to subsections 2.4B(ii) and
2.4B(iii); provided still further that the Additional Credit Commitments
shall be subject to the limitation set forth in the third proviso of
subsection 2.1A(i). Each Additional Credit Lender's Additional Credit
Commitment shall expire on the Revolving Loan Commitment Termination Date
and all Additional Credit Loans and all other amounts owed hereunder with
respect to the Additional Credit Loans and the Additional Credit
Commitments shall be paid in full no later than that date.

Anything contained in this Agreement to the contrary notwithstanding,
the Additional Credit Loans and the Additional Credit Commitments shall be
subject to the limitation that in no event shall the aggregate amount of
Additional Credit Loans at any time exceed the Additional Credit
Commitments then in effect and applicable to such Additional Credit Loans.

Company shall have the right on or before June 30, 2001, to request in
writing one or more Additional Credit Commitments from Lenders in an amount
equal to any integral multiple of $5,000,000, of at least $10,000,000, but
no more than $240,000,000 in the aggregate, subject to the reductions in
Commitments pursuant to subsection 2.4B(ii) and 2.4B(iii); provided, that
(i) no Event of Default or Potential Event of Default shall have occurred
and be continuing, and (ii) the Revolving Loan Commitments shall not have
terminated or been reduced to zero. Within 15 Business Days of such
request, each Lender shall notify the Administrative Agent, whether or not,
in the exercise of its sole discretion, it is willing to commit to make
Additional Credit Loans and the maximum amount to which it is willing to
commit and the Administrative Agent shall promptly notify Company and each
other Lender of each Lender's decision and shall allocate the Additional
Credit Commitments among the Lenders by Administrative Agent following
consultation with Company. Any Lender that does not so notify the
Administrative Agent within such period shall not be deemed to have
committed to any such requested Additional Credit Commitments. If the
Lenders are not willing to commit to the requested Additional Commitments
in the requested amount, then within 45 Business Days of Company's original
request, with notice thereof to the other Lenders, another one or more
financial institutions reasonably acceptable to the Company and the
Administrative Agent (each a ``New Lender'') may commit to provide the
remainder of the required Additional Credit Commitment.

<PAGE>

Upon receipt of notice from the Administrative Agent to the Lenders
and Company that the Lenders, or sufficient Lenders and New Lenders, have
agreed to commit to an aggregate amount equal to the Additional Credit
Commitments requested by Company (or such lesser amount as Company shall
agree, which shall be at least $10,000,000 and an integral multiple of
$1,000,000), then, provided, that (i) no Event of Default or Potential
Event of Default shall have occurred and be continuing at such time or
after giving effect to the requested Additional Credit Commitments, and
(ii) the Revolving Loan Commitments shall not have terminated or been
reduced to zero, Company, the Administrative Agent, the Lenders willing to
provide such Additional Credit Commitments and the New Lenders (if any)
shall execute and deliver to the Administrative Agent an Additional Credit
Facility Supplement and satisfy each of the conditions set forth in
subsection 4.5.

Administrative Agent shall have the right to designate the Additional
Credit Commitments and Additional Credit Loans provided pursuant to an
Additional Credit Facility Supplement as ``Tranche A'', ``Tranche B'',
etc., as Administrative Agent shall elect, and, with respect to any
provisions hereunder regarding a determination of the allocation of
payments, the aggregate Additional Credit Commitments, aggregate Additional
Credit Loans or aggregate Additional Credit Loan Exposure, such provisions
shall be given effect after taking into account such designations.

B. Borrowing Mechanics. Additional Credit Loans or Revolving Loans made
on any Funding Date (other than Revolving Loans made pursuant to subsection 3.3B
for the purpose of reimbursing any Issuing Lender for the amount of a drawing
under a Letter of Credit issued by it) shall be in an aggregate minimum amount
of $250,000 and integral multiples of $250,000 in excess of that amount;
provided that Additional Credit Loans or Revolving Loans made on any Funding
Date as Eurodollar Rate Loans shall be in the aggregate minimum amount of
$1,000,000 and integral multiples of $500,000 in excess of that amount.
Whenever Company desires that Additional Credit Lenders make Additional Credit
Loans, or that Lenders make Revolving Loans, it shall deliver to Administrative
Agent a Notice of Borrowing no later than 11:00 A.M. (New York time) at least
three Business Days in advance of the proposed Funding Date (in the case of a
Eurodollar Rate Loan), or at least one Business Day in advance of the proposed
Funding Date (in the case of a Base Rate Loan). The Notice of Borrowing shall
specify (i) the proposed Funding Date (which shall be a Business Day), (ii) the
amount and type of Loans requested, and in the case of Additional Credit Loans,
the applicable Additional Credit Commitment, (iii) in the case of Loans made on
the Closing Date, that such Loans shall be Base Rate Loans, (iv) in the case of
Loans not made on the Closing Date, whether such Loans shall be Base Rate Loans
or Eurodollar Rate Loans, and (v) in the case of any Loans requested to be made
as Eurodollar Rate Loans, the initial Interest Period requested therefor;
provided that the initial Funding Date with respect to any Eurodollar Rate Loans
requested to be made hereunder shall not be a date earlier than the date
occurring ten Business Days after the Closing Date. Additional Credit Loans and
Revolving Loans may be continued as or converted into Base Rate Loans and
Eurodollar Rate Loans in the manner provided in

<PAGE>

subsection 2.2D. In lieu of delivering the above-described Notice of Borrowing,
Company may give Administrative Agent telephonic notice by the required time of
any proposed borrowing under this subsection 2.1B; provided that such notice
shall be promptly confirmed in writing by delivery of a Notice of Borrowing to
Administrative Agent on or before the applicable Funding Date.

Neither Administrative Agent nor any Lender shall incur any liability to
Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to borrow on behalf of Company or
for otherwise acting in good faith under this subsection 2.1B, and upon funding
of Loans by Lenders in accordance with this Agreement pursuant to any such
telephonic notice Company shall have effected Loans hereunder.

Company shall notify Administrative Agent prior to the funding of any Loans
in the event that any of the matters to which Company is required to certify in
the applicable Notice of Borrowing is no longer true and correct as of the
applicable Funding Date, and the acceptance by Company of the proceeds of any
Loans shall constitute a re-certification by Company, as of the applicable
Funding Date, as to the matters to which Company is required to certify in the
applicable Notice of Borrowing.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice
of Borrowing for a Eurodollar Rate Loan (or telephonic notice in lieu thereof)
shall be irrevocable on and after the related Interest Rate Determination Date,
and Company shall be bound to make a borrowing in accordance therewith.

C. Disbursement of Funds. All Loans under this Agreement shall be made
by Lenders simultaneously and proportionately to their respective Pro Rata
Shares, it being understood that no Lender shall be responsible for any default
by any other Lender in that other Lender's obligation to make a Loan requested
hereunder nor shall the Commitment of any Lender to make the particular type of
Loan requested be increased or decreased as a result of a default by any other
Lender in that other Lender's obligation to make a Loan requested hereunder.
Promptly after receipt by Administrative Agent of a Notice of Borrowing pursuant
to subsection 2.1B (or telephonic notice in lieu thereof), Administrative Agent
shall notify each Lender of the proposed borrowing. Each Lender shall make the
amount of its Loan available to Administrative Agent, in same day funds, at the
office of Administrative Agent located at One Bankers Trust Plaza, New York, New
York, not later than 3:00 P.M. (New York time) on the applicable Funding Date.
Except as provided in subsection 3.3B with respect to Revolving Loans used to
reimburse any Issuing Lender for the amount of a drawing under a Letter of
Credit issued by it, upon satisfaction or waiver of the conditions precedent
specified in subsections 4.1 (in the case of Loans made on the Closing Date),
4.4 (in the case of Loans made on any Acquisition Closing Date) and 4.2 (in the
case of all Loans), Administrative Agent shall make the proceeds of such Loans
available to Company on the applicable Funding Date by causing an amount of same
day funds equal to the proceeds of all such Loans received by Administrative
Agent from

<PAGE>

Lenders to be credited to the account of Company at the office of Administrative
Agent specified in the preceding sentence.

Unless Administrative Agent shall have been notified by any Lender prior to
the Funding Date for any Loans that such Lender does not intend to make
available to Administrative Agent the amount of such Lender's Loan requested on
such Funding Date, Administrative Agent may assume that such Lender has made
such amount available to Administrative Agent on such Funding Date and
Administrative Agent may, in its sole discretion, but shall not be obligated to,
make available to Company a corresponding amount on such Funding Date. If such
corresponding amount is not in fact made available to Administrative Agent by
such Lender, Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest thereon,
for each day from such Funding Date until the date such amount is paid to
Administrative Agent, at the customary rate set by Administrative Agent for the
correction of errors among banks for three Business Days and thereafter at the
Base Rate. If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Company and Company shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Funding Date until the date such amount is paid to Administrative Agent, at the
rate payable under this Agreement for Base Rate Loans. Nothing in this
subsection 2.1C shall be deemed to relieve any Lender from its obligation to
fulfill its Commitments hereunder or to prejudice any rights that Company may
have against any Lender as a result of any default by such Lender hereunder.

D. Notes. Company shall execute and deliver to each Lender (or to
Administrative Agent for that Lender) on the Closing Date a Revolving Note
substantially in the form of Exhibit V annexed hereto to evidence that Lender's
Revolving Loans, in the principal amount of that Lender's Revolving Loan
Commitment and with other appropriate insertions. Upon the execution and
delivery of any Additional Credit Facility Supplement pursuant to
subsection 4.5, Company shall execute and deliver to each applicable Additional
Credit Lender (or to Administrative Agent for that Lender), an Additional Credit
Note substantially in the form of Exhibit IV annexed hereto to evidence that
Additional Credit Lender's Additional Credit Commitment (as set forth in the
applicable Additional Credit Facility Supplement) and with other appropriate
insertions.

E. Reallocation of Pro Rata Shares. On the Closing Date, each Lender
that will have a greater Pro Rata Share upon the Closing Date than its Pro Rata
Share (under and as defined in the Existing Credit Agreement) immediately prior
to the Closing Date (including any Lender not party to the Existing Credit
Agreement immediately prior to the Closing Date) (each a ``Purchasing Lender''),
without executing an Assignment Agreement, shall be deemed to have automatically
purchased assignments pro rata from each Departing Lender and each Lender that
will have a smaller Pro Rata Share upon the Closing Date (each a ``Selling
Lender'') in all such Selling Lenders' rights and obligations under this
Agreement and the other Loan Documents, including with respect to Revolving Loan
Commitments, the commitments of Lenders to purchase participations in the
Letters of

<PAGE>

Credit and outstanding Revolving Loans (collectively, except as set forth below,
the ``Assigned Rights and Obligations'') so that, after giving effect to such
assignments, each Lender shall have its respective Pro Rata Share as set forth
in Schedule 2.1 (as adjusted as required under the definition of Pro Rata Share)
of the Assigned Rights and Obligations. Each such purchase hereunder shall be
at par for a purchase price equal to the principal amount of Loans and without
recourse, representation or warranty, except that, each Selling Lender shall be
deemed to represent and warrant to each Purchasing Lender that the Assigned
Rights and Obligations of such Selling Lender are not subject to any Liens
created by that Selling Lender.

Administrative Agent shall calculate the net amount to be paid or
received by each Lender in connection with the assignments effected hereunder on
the Closing Date. Each Purchasing Lender required to make a payment shall make
the net amount of its required payment available to Administrative Agent, in
same day funds, at the office of Administrative Agent located at One Bankers
Trust Plaza, New York, New York, not later than 12:00 p.m. (New York time) on
the Closing Date. Administrative Agent shall distribute on the Closing Date the
proceeds of such amounts to the Selling Lenders entitled to receive payments,
pro rata in proportion to the amount each Selling Lender is entitled to receive
at the primary address set forth below such Selling Lender's name on the
signature pages hereof or at such other address as such Selling Lender may
request in writing to Administrative Agent.

2.2 Interest on the Loans.

A. Rate of Interest. Subject to the provisions of subsections 2.6 and
2.7, each Additional Credit Loan and each Revolving Loan shall bear interest on
the unpaid principal amount thereof from the date made through maturity (whether
by acceleration or otherwise) at a rate determined by reference to the Base Rate
or the Adjusted Eurodollar Rate, as the case may be. The applicable basis for
determining the rate of interest with respect to any Loan shall be selected by
Company initially at the time a Notice of Borrowing is given with respect to
such Loan pursuant to subsection 2.1B. The basis for determining the interest
rate with respect to any Loan may be changed from time to time pursuant to
subsection 2.2D. If on any day a Loan is outstanding with respect to which
notice has not been delivered to Administrative Agent in accordance with the
terms of this Agreement specifying the applicable basis for determining the rate
of interest, then for that day that Loan shall bear interest determined by
reference to the Base Rate.

Subject to the provisions of subsections 2.2E and 2.7, the Loans shall bear
interest through maturity as follows:

(i) if a Base Rate Loan, then at the sum of the Base Rate plus the
Applicable Margin in effect from time to time; or

<PAGE>

(ii) if a Eurodollar Rate Loan, then at the sum of the Adjusted
Eurodollar Rate plus the Applicable Margin in effect from time to time
during the applicable Interest Period.

The Applicable Margin at any time shall be that determined with reference
to the most recent Compliance Certificate delivered to Administrative Agent by
Company, as set forth in the definition of ``Pricing Leverage Ratio'', any such
change to become effective on the day following delivery of such Compliance
Certificate to Administrative Agent; provided that, notwithstanding anything
herein to the contrary, during the period commencing on and as of the Closing
Date and continuing through the date of delivery of such Compliance Certificate
to Administrative Agent for the fiscal quarter ended on September 30, 1998, the
Applicable Margin for Base Rate Loans shall be 1.25% and the Applicable Margin
for Eurodollar Rate Loans shall be 2.50%.

B. Interest Periods. In connection with each Eurodollar Rate Loan,
Company may, pursuant to the applicable Notice of Borrowing or Notice of
Conversion/Continuation, as the case may be, select an interest period (each an
``Interest Period'') to be applicable to such Loan, which Interest Period shall
be, at Company's option, either a one, two, three or six month period, in the
case of a Eurodollar Rate Loan; provided that:

(i) the initial Interest Period for any Eurodollar Rate Loan shall
commence on the Funding Date in respect of such Loan, in the case of a Loan
initially made as a Eurodollar Rate Loan, or on the date specified in the
applicable Notice of Conversion/ Continuation, in the case of a Loan
converted to a Eurodollar Rate Loan;

(ii) in the case of immediately successive Interest Periods applicable
to a Eurodollar Rate Loan continued as such pursuant to a Notice of
Conversion/Continuation, each successive Interest Period shall commence on
the day on which the next preceding Interest Period expires;

(iii) if an Interest Period would otherwise expire on a day that
is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day; provided that, in the case of a Eurodollar Rate
Loan, if any Interest Period would otherwise expire on a day that is not a
Business Day but is a day of the month after which no further Business Day
occurs in such month, such Interest Period shall expire on the next
preceding Business Day;

(iv) any Interest Period for 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, subject to clause (v) of this subsection 2.2B, end
on the last Business Day of a calendar month;

<PAGE>

(v) no Interest Period with respect to any portion of the Loans shall
extend beyond December 31, 2005;

(vi) no Interest Period with respect to any portion of the Revolving
Loans shall extend beyond the date on which a permanent reduction of the
Revolving Loan Commitments is scheduled to occur unless the sum of (a) the
aggregate principal amount of Revolving Loans that are Base Rate Loans plus
(b) the aggregate principal amount of Revolving Loans that are Eurodollar
Rate Loans with Interest Periods expiring on or before such date plus (c)
the excess of the Revolving Loan Commitments then in effect over the
aggregate principal amount of Revolving Loans then outstanding equals or
exceeds the permanent reduction of the Revolving Loan Commitments that is
scheduled to occur on such date;

(vii) no Interest Period with respect to any portion of any
Additional Credit Loans shall extend beyond the date on which a permanent
reduction of the corresponding Additional Credit Commitments is scheduled
to occur unless the sum of (a) the aggregate principal amount of all
Additional Credit Loans corresponding to such Additional Credit Commitments
that are Base Rate Loans plus (b) the aggregate principal amount of all
Additional Credit Loans corresponding to such Additional Credit Commitments
that are Eurodollar Rate Loans with Interest Periods expiring on or before
such date plus (c) the excess of such Additional Credit Commitments then in
effect over the aggregate principal amount of Additional Credit Loans
corresponding thereto then outstanding equals or exceeds the permanent
reduction of such Additional Credit Commitments that is scheduled to occur
on such date;

(viii) there shall be no more than 10 Interest Periods relating to
Eurodollar Rate Loans or any combination thereof outstanding at any time;
and

(ix) in the event Company fails to specify an Interest Period for any
Eurodollar Rate Loan in the applicable Notice of Borrowing or Notice of
Conversion/Continuation, Company shall be deemed to have selected an
Interest Period of one month.

C. Interest Payments. Subject to the provisions of subsection 2.2E,
interest on each Loan shall be payable in arrears on and to each Interest
Payment Date applicable to that Loan, upon any prepayment of that Loan (to the
extent accrued on the amount being prepaid) and at maturity (including final
maturity).

D. Conversion or Continuation. Subject to the provisions of subsection
2.6, Company shall have the option (i) to convert at any time all or any part of
its outstanding Additional Credit Loans or Revolving Loans equal to $1,000,000
and integral multiples of $500,000 in excess of that amount from Loans bearing
interest at a rate determined by reference to one basis to Loans bearing
interest at a rate determined by reference to an alternative basis or (ii) upon
the expiration of any Interest Period applicable to a Eurodollar

<PAGE>

Rate Loan, to continue all or any portion of such Loan equal to $1,000,000 and
integral multiples of $500,000 in excess of that amount as a Eurodollar Rate
Loan; provided, however, that a Eurodollar Rate Loan may only be converted into
a Base Rate Loan on the expiration date of an Interest Period applicable
thereto; and provided, further that no Loan may be made as or converted into a
Base Rate Loan during the period from December 24 of any year to and including
January 7 of the immediately succeeding year for the purpose of investing in
securities bearing interest at a rate determined by reference to any other basis
for the purpose of arbitrage or speculation.

Company shall deliver a Notice of Conversion/Continuation to Administrative
Agent no later than 11:00 A.M. (New York time) at least one Business Day in
advance of the proposed conversion date (in the case of a conversion to a Base
Rate Loan) and at least three Business Days in advance of the proposed
conversion/continuation date (in the case of a conversion to, or a continuation
of, a Eurodollar Rate Loan). A Notice of Conversion/Continuation shall specify
(i) the proposed conversion/continuation date (which shall be a Business Day),
(ii) the amount and type of the Loan to be converted/continued, (iii) the nature
of the proposed conversion/continuation, (iv) in the case of a conversion to, or
a continuation of, a Eurodollar Rate Loan, the requested Interest Period, and
(v) in the case of a conversion to, or a continuation of, a Eurodollar Rate
Loan, that no Potential Event of Default or Event of Default has occurred and is
continuing. In lieu of delivering the above-described Notice of Conversion/
Continuation, Company may give Administrative Agent telephonic notice by the
required time of any proposed conversion/continuation under this subsection
2.2D; provided that such notice shall be promptly confirmed in writing by
delivery of a Notice of Conversion/Continuation to Administrative Agent on or
before the proposed conversion/continuation date.

Neither Administrative Agent nor any Lender shall incur any liability to
Company in acting upon any telephonic notice referred to above that
Administrative Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to act on behalf of Company or for
otherwise acting in good faith under this subsection 2.2D, and upon conversion
or continuation of the applicable basis for determining the interest rate with
respect to any Loans in accordance with this Agreement pursuant to any such
telephonic notice Company shall have effected a conversion or continuation, as
the case may be, hereunder.

Except as otherwise provided in subsections 2.6B, 2.6C and 2.6G, a Notice
of Conversion/Continuation for conversion to, or continuation of, a Eurodollar
Rate Loan (or telephonic notice in lieu thereof) shall be irrevocable on and
after the related Interest Rate Determination Date, and Company shall be bound
to effect a conversion or continuation in accordance therewith.

E. Default Rate. Upon the occurrence and during the continuation of any
Event of Default, the outstanding principal amount of all Loans, any interest
payments thereon not paid when due and any fees and other amounts then due and
payable hereunder, shall thereafter bear interest (including post-petition
interest in any proceeding under the

<PAGE>

Bankruptcy Code or other applicable bankruptcy laws) payable upon demand at a
rate that is 2% per annum in excess of the interest rate otherwise payable under
this Agreement with respect to the applicable Loans (or, in the case of any such
fees and other amounts, at a rate which is 2% per annum in excess of the
interest rate otherwise payable under this Agreement for Base Rate Loans);
provided that, in the case of Eurodollar Rate Loans, upon the expiration of the
Interest Period in effect at the time any such increase in interest rate is
effective such Eurodollar Rate Loans shall thereupon become Base Rate Loans and
shall thereafter bear interest payable upon demand at a rate which is 2% per
annum in excess of the interest rate otherwise payable under this Agreement for
Base Rate Loans. Payment or acceptance of the increased rates of interest
provided for in this subsection 2.2E is not a permitted alternative to timely
payment and shall not constitute a waiver of any Event of Default or otherwise
prejudice or limit any rights or remedies of Administrative Agent or any Lender.

F. Computation of Interest. Interest on the Loans shall be computed
(i) in the case of Base Rate Loans, on the basis of a 365-day or 366-day year,
as the case may be, and (ii) in the case of Eurodollar Rate Loans, on the basis
of a 360-day year, in each case for the actual number of days elapsed in the
period during which it accrues. In computing interest on any Loan, the date of
the making of such Loan or the first day of an Interest Period applicable to
such Loan or, with respect to a Base Rate Loan being converted from a Eurodollar
Rate Loan, the date of conversion of such Eurodollar Rate Loan to such Base Rate
Loan shall be included, and the date of payment of such Loan or the expiration
date of an Interest Period applicable to such Loan or, with respect to a Base
Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of
such Base Rate Loan to such Eurodollar Rate Loan shall be excluded; provided
that if a Loan is repaid on the same day on which it is made, one day's interest
shall be paid on that Loan.

2.3 Fees.

A. Commitment Fees.

(i) Company agrees to pay to Administrative Agent, for distribution
to each Lender in proportion to that Lender's Pro Rata Share, commitment
fees for the period from and including the Closing Date to and excluding
the Revolving Loan Commitment Termination Date equal to (a) the average of
the daily excess of the Revolving Loan Commitments over the sum of (x) the
aggregate principal amount of Revolving Loans outstanding plus (y) the
Letter of Credit Usage, multiplied by (b) 1/4 of 1% per annum, such
commitment fees to be calculated on the basis of a 360-day year and the
actual number of days elapsed and to be payable quarterly in arrears on
January 31, April 30, July 31 and October 31 of each year, commencing on
the first such date to occur after the Closing Date, and on the Revolving
Loan Commitment Termination Date (provided however that such per annum
percentage shall be increased (1) to 3/8 of 1% per annum during any period
in which the Pricing Leverage Ratio is greater than 4.00:1.00 and (2) to
1/2 of 1% per annum during any period in which the Pricing Leverage Ratio
is greater than 7.00:1.00; provided further

<PAGE>

however that notwithstanding anything in the foregoing to the contrary,
during the period commencing on and as of the Closing Date and continuing
through the date of delivery of the financial statements and related
Compliance Certificate to Administrative Agent for the fiscal quarter ended
on September 30, 1998 pursuant to subsections 6.1(i) and 6.1(iii),
respectively, such per annum percentage shall be 1/2 of 1%); and

(ii) Company agrees to pay to Administrative Agent, with respect to
the Additional Credit Commitments made under each Additional Credit
Facility Supplement, for distribution to each Additional Credit Lender in
proportion to that Additional Credit Lender's Pro Rata Share, commitment
fees for the period from and including the applicable Additional Credit
Closing Date to and excluding the Revolving Loan Commitment Termination
Date (a) the average of the daily excess of the applicable Additional
Credit Commitments over the aggregate principal amount of Additional Credit
Loans outstanding thereunder, multiplied by (b) 1/4 of 1% per annum, such
commitment fees to be calculated on the basis of a 360-day year and the
actual number of days elapsed and to be payable quarterly in arrears on
January 31, April 30, July 31 and October 31 of each year, commencing on
the first such date to occur after the applicable Additional Credit
Facility Closing Date, and on the Revolving Loan Commitment Termination
Date (provided however that such per annum percentage shall be increased to
3/8 of 1% per annum during any period in which the Pricing Leverage Ratio
is greater than 4.00:1.00 and (2) to 1/2 of 1% per annum during any period
in which the Pricing Leverage Ratio is greater than 7.00:1.00; provided
further however that notwithstanding anything in the foregoing to the
contrary, during the period commencing on and as of the Closing Date and
continuing through the date of delivery of the financial statements and
related Compliance Certificate to Administrative Agent for the fiscal
quarter ended on September 30, 1998 pursuant to subsections 6.1(i) and
6.1(iii), respectively, such per annum percentage shall be 1/2 of 1%).

B. Other Fees. Company agrees to pay to Administrative Agent such other
fees in the amounts and at the times separately agreed upon between Company and
Administrative Agent. Company agrees to pay to Administrative Agent such
additional fees at the times and for the purposes as may be set forth in the
Additional Credit Facility Supplements.

2.4 Repayments, Prepayments and Reductions in Revolving Loan Commitments;
General Provisions Regarding Payments.

A. Scheduled Commitment Reductions of Revolving Loan Commitments and
Additional Credit Commitments. (i) The Revolving Loan Commitments shall be
permanently reduced on the dates and in the amounts set forth below, such that
the Revolving Loan Commitments after such Scheduled Commitment Reductions,
subject to any reductions made theretofore or thereafter pursuant to
subsections 2.4B(ii) and 2.4B(iii), shall be as set forth below:

<PAGE>

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

Scheduled Revolving
Date Reduction Commitment
Amount (subject to 2.4B(ii) and
2.4B(iii))
- ----------------------------------------------------------------------
<S> <C> <C>
December 31, 2000 $6,500,000 $253,500,000
March 31, 2001 $6,500,000 $247,000,000
June 30, 2001 $6,500,000 $240,500,000
September 30, 2001 $6,500,000 $234,000,000
December 31, 2001 $6,500,000 $227,500,000
March 31, 2002 $9,750,000 $217,750,000
June 30, 2002 $9,750,000 $208,000,000
September 30, 2002 $9,750,000 $198,250,000
December 31, 2002 $9,750,000 $188,500,000
March 31, 2003 $9,750,000 $178,750,000
June 30, 2003 $16,250,000 $162,500,000
September 30, 2003 $16,250,000 $146,250,000
December 31, 2003 $16,250,000 $130,000,000
March 31, 2004 $16,250,000 $113,750,000
June 30, 2004 $16,250,000 $97,500,000
September 30, 2004 $16,250,000 $81,250,000
December 31, 2004 $16,250,000 $65,000,000
March 31, 2005 $16,250,000 $48,750,000
June 30, 2005 $16,250,000 $32,500,000
September 30, 2005 $16,250,000 $16,250,000
December 31, 2005 $16,250,000 $0
Total $260,000,000

</TABLE>

; provided that the scheduled reductions of the Revolving Loan Commitments
set forth above shall be reduced in connection with any voluntary or
mandatory reductions of the Revolving Loan Commitments in accordance with
subsection 2.4B(iv).

(ii) Scheduled Reductions of Additional Credit Commitments. From and
after each Additional Credit Closing Date, the Additional Credit
Commitments which become effective on such date shall be permanently
reduced on the dates, commencing September 30, 2002, and in the amounts set
forth on Schedule B to the applicable Additional Credit Facility
Supplement, to be calculated by the

<PAGE>

Administrative Agent such that on September 30, 2002 and each June 30,
September 30, December 31 and March 31 thereafter, to and including the
Revolving Loan Termination Date, a permanent reduction of the applicable
Additional Credit Commitments shall be made in an amount equal to
one-fourteenth of the initial aggregate amount of such Additional Credit
Commitments; provided that such scheduled reductions of the Additional
Credit Commitments shall be reduced in connection with any voluntary or
mandatory reductions of the Additional Credit Commitments in accordance
with subsection 2.4B(iv) and the applicable Additional Credit Facility
Supplement.

B. Prepayments and Unscheduled Reductions in Commitments.

(i) Voluntary Prepayments.

(a) Company may, upon not less than one Business Day's prior
written or telephonic notice, in the case of Base Rate Loans, and
three Business Days' prior written or telephonic notice, in the case
of Eurodollar Rate Loans, in each case confirmed in writing to
Administrative Agent (which notice Administrative Agent will promptly
transmit by facsimile, telegram, telex or telephone to each Lender),
at any time and from time to time prepay any Loans on any Business Day
in whole or in part in an aggregate minimum amount of $250,000 and
integral multiples of $250,000 in excess of that amount; provided,
however, that if Company prepays a Eurodollar Rate Loan other than on
the expiration of the Interest Period applicable thereto Company shall
compensate Lenders for all reasonable losses, expenses and liabilities
in accordance with subsection 2.6D. Notice of prepayment having been
given as aforesaid, the principal amount of the Loans specified in
such notice shall become due and payable on the prepayment date
specified therein. Any such voluntary prepayment shall be applied as
specified in subsection 2.4B(iv).

(b) In the event Company is entitled to replace a non-consenting
Lender pursuant to subsection 10.6B, Company shall have the right,
upon five Business Days' prior written notice to Administrative Agent
(which notice Administrative Agent shall promptly transmit to each of
the Lenders), to prepay all Loans, together with accrued and unpaid
interest, fees and other amounts owing to such Lender in accordance
with subsection 10.6B so long as (1) in the case of the prepayment of
the Revolving Loans of any Lender pursuant to this subsection
2.4B(i)(b), the Revolving Loan Commitment of such Lender is terminated
concurrently with such prepayment pursuant to subsection 2.4B(ii)(c)
(at which time Schedule 2.1 shall be deemed modified to reflect the
changed Revolving Loan Commitments), (2) in the case of the prepayment
of the Additional Credit Loans of any Lender pursuant to this
subsection 2.4B(i)(b), the Additional Credit Commitments of such
Lender are terminated concurrently with such prepayment pursuant to

<PAGE>

subsection 2.4B(ii)(c) (at which time Schedule A to the applicable
Additional Credit Facility Supplements shall be deemed modified to
reflect the changed Additional Credit Commitments), and (3) in the
case of the prepayment of the Loans of any Lender, the consents
required by subsection 10.6B in connection with the prepayment
pursuant to this subsection 2.4B(i)(b) shall have been obtained, and
at such time, such Lender shall no longer constitute a ``Lender'' for
purposes of this Agreement, except with respect to indemnifications
under this Agreement (including, without limitation, subsections 2.6D,
2.7, 3.5, 3.6, 5.12, 10.3 and 10.4), which shall survive as to such
Lender.

(ii) Voluntary Reductions of Commitments. Company may, upon not less
than one Business Day prior written or telephonic notice confirmed in
writing to Administrative Agent (which notice Administrative Agent will
promptly transmit by facsimile, telegram, telex or telephone to each
Lender),

(a) at any time and from time to time terminate in whole or
permanently reduce in part, without premium or penalty, the Revolving
Loan Commitments in an amount up to the amount by which the Revolving
Loan Commitments exceeds the Total Utilization of Revolving Loan
Commitments at the time of such proposed termination or reduction
after giving effect to any payments or prepayments made on the date of
such termination or reduction; provided that any such partial
reduction of the Revolving Loan Commitments shall be in an aggregate
minimum amount of $250,000 and integral multiples of $250,000 in
excess of that amount. Company's notice to Administrative Agent shall
designate the date (which shall be a Business Day) of such termination
or reduction and the amount of any partial reduction, and such
termination or reduction of the Revolving Loan Commitments shall be
effective on the date specified in Company's notice and shall reduce
the Revolving Loan Commitment of each Lender proportionately to its
Pro Rata Share; and provided, further, that if the reduction in
Revolving Loan Commitments will be accompanied by a repayment of any
Eurodollar Rate Loans pursuant to subsection 2.4B(iii)(b), then
Company shall have given three Business Days' prior written notice to
Administrative Agent; and

(b) at any time and from time to time after each Additional
Credit Closing Date, terminate in whole or permanently reduce in part,
without premium or penalty, any Additional Credit Commitments in an
amount up to the amount by which the Additional Credit Commitments
exceeds the aggregate amount of Additional Credit Loans outstanding at
the time of such proposed termination or reduction after giving effect
to any payments or prepayments made on the date of such termination or
reduction; provided that any such partial reduction of the Additional
Credit Commitments shall be in an aggregate minimum amount of $250,000
and integral multiples of $250,000 in excess of that amount.
Company's notice to Administrative Agent

<PAGE>

shall designate the date (which shall be a Business Day) of such
termination or reduction and the amount of any partial reduction and
the Additional Credit Commitment(s) which are to be so terminated or
reduced, and such termination or reduction of the Additional Credit
Commitments shall be effective on the date specified in Company's
notice and shall reduce such Additional Credit Commitment of each
Additional Credit Lender proportionately to its Pro Rata Share; and
provided, further, that if the reduction in Additional Credit
Commitments will be accompanied by a repayment of any Eurodollar Rate
Loans pursuant to subsection 2.4B(iii)(b), then Company shall have
given three Business Days' prior written notice to Administrative
Agent.

(c) In the event Company is entitled to replace a non-consenting
Lender pursuant to subsection 10.6B, Company shall have the right,
upon five Business Days' written notice to Administrative Agent (which
notice Administrative Agent shall promptly transmit to each of the
Lenders), to terminate the entire Revolving Loan Commitment and
Additional Credit Commitments of such Lender, so long as (1) all
Loans, together with accrued and unpaid interest, fees and other
amounts owing to such Lender are repaid, including without limitation
amounts owing to such Lender pursuant to subsection 2.6D, pursuant to
subsection 2.4B(i)(b) concurrently with the effectiveness of such
termination (at which time Schedule 2.1 and Schedule A to any
applicable Additional Credit Facility Supplement shall be deemed
modified to reflect such changed amounts) and (2) the consents
required by subsection 10.6B in connection with the prepayment
pursuant to subsection 2.4B(i)(b) shall have been obtained, and at
such time, such Lender shall no longer constitute a ``Lender'' for
purposes of this Agreement, except with respect to indemnifications
under this Agreement (including, without limitation, subsections 2.6D,
2.7, 3.5, 3.6, 5.12, 10.3 and 10.4), which shall survive as to such
Lender.

(iii) Mandatory Prepayments and Mandatory Reductions of
Commitments. The Loans shall be prepaid and/or the Commitments shall be
permanently reduced in the amounts and under the circumstances set forth
below, all such prepayments and/or reductions to be applied as set forth
below or as more specifically provided in subsection 2.4B(iv):

(a) Prepayments and Reductions from Asset Sales. No later than
the second Business Day following the date of receipt by Company or
any of its Subsidiaries of Cash Proceeds of any Asset Sale, Company
shall prepay the Loans in an amount equal to the Net Cash Proceeds of
such Asset Sale. To the extent the Net Cash Proceeds of such Asset
Sale exceed the sum of:

(x) the aggregate outstanding principal amount of Loans and
the maximum aggregate amount which is then or at any time

<PAGE>

thereafter may become available for drawing under all
Letters of Credit then outstanding; and

(y) $20,000,000;

Company shall deposit and maintain such Net Cash Proceeds in a
collateral account established pursuant to documentation reasonably
satisfactory to Administrative Agent and Company, as Collateral for
the Obligations; provided that such Net Cash Proceeds shall be
released therefrom:

(A) at the request of Company, to the extent required to pay
the purchase price of any Acquisition permitted by
subsection 7.7(vi);

(B) so long as no Loans are outstanding and all outstanding
Letters of Credit have been cash collateralized, at the
request of Company to repurchase or to redeem Subordinated
Indebtedness pursuant to subsection 7.5(i) and Exchangeable
Preferred Stock pursuant to subsection 7.5(iv);

(D) on the first Business Day following the Commitment
Reduction Date (as defined below) to Company, to the extent
not required to be applied to the prepayment of the Loans in
accordance with this subsection 2.4B(iii)(a).

No later than the later to occur of (X) 170 days following the date of
receipt by Company or any of its Subsidiaries of Cash Proceeds of any
Asset Sale or (Y) 240 days after the date of such receipt in the event
Company has entered into a definitive agreement with respect to an
Acquisition prior to or within 120 days after such Asset Sale, which
agreement is subject only to customary conditions (such later date,
the ``Commitment Reduction Date''), Company shall apply any remaining
Net Cash Proceeds in respect of such Asset Sale held in the collateral
account under this subsection 2.4B(iii)(a) to repay the Loans and
Company shall reduce the Commitments in an amount equal to the excess
of the Net Cash Proceeds of such Asset Sale over the sum of:

(1) the purchase price of any Acquisition consummated within
either (a) 120 days prior to the consummation of such Asset
Sale (provided that such Acquisition was not financed with
the proceeds of any Loans or Additional Subordinated
Indebtedness) or (b) 120 days following the date of such
Asset Sale (or 240 days following the date of such Asset
Sale in the

<PAGE>

event Company has entered into a definitive agreement with
respect to such Acquisition prior to or within 120 days
following such Asset Sale, which agreement is subject only
to customary conditions);

(2) the aggregate principal amount of repurchases or
redemptions of Subordinated Indebtedness pursuant to
subsection 7.5(i) and Exchangeable Preferred Stock pursuant
to subsection 7.5(iv) during the 170 day period following
such Asset Sale; and

(3) $10,000,000;

(such amount, the ``Asset Sale Reduction Amount''); provided, that for
purposes of calculating the Asset Sale Reduction Amount for any Asset
Sale, any Asset Sales or redemptions or repurchases or portion of the
amount set forth in clause (3) above included in calculating the Asset
Sale Reduction Amount or the Permitted Repurchase Prepayment Amount in
respect of any other Asset Sale or any issuance of Additional
Subordinated Indebtedness shall be excluded from the foregoing clauses
(1), (2) and (3), as applicable.

Notwithstanding anything in this subsection 2.4B(iii)(a) to the
contrary, Company shall not be permitted to apply any Net Cash
Proceeds as set forth in the calculation of Asset Sale Reduction
Amount unless such application may in each instance be so applied
pursuant to the Related Documents without otherwise violating or
conflicting with any applicable provision of any Related Document.

Concurrently with any reduction of the Commitments pursuant to this
subsection 2.4B(iii)(a), Company shall prepay the Loans to the extent
required under subsection 2.4B(iii)(b). Concurrently with any
prepayment of the Loans and/or reduction of the Commitments pursuant
to this subsection 2.4B(iii)(a), Company shall deliver to
Administrative Agent an Officers' Certificate demonstrating the
derivation of the Net Cash Proceeds of the correlative Asset Sale from
the gross sales price thereof and the calculation of the Asset Sale
Reduction Amount. In the event that Company shall, at any time after
receipt of Cash Proceeds of any Asset Sale requiring a prepayment
and/or a reduction of Commitments pursuant to this subsection
2.4B(iii)(a), determine that the prepayments and/or reductions of the
Revolving Loan Commitments previously made in respect of such Asset
Sale were in an aggregate amount less than that required by the terms
of this subsection 2.4B(iii)(a), Company shall promptly make an
additional prepayment of the Loans (and, if applicable, the
Commitments shall be permanently reduced), in the manner described
above in an amount equal to the amount of any such deficit, and
Company shall concurrently therewith deliver to Administrative Agent
an

<PAGE>

Officers' Certificate demonstrating the derivation of the additional
Net Cash Proceeds resulting in such deficit.

(b) Prepayments Due to Reductions or Restrictions of Revolving
Loan Commitments and Additional Credit Commitments. Company shall
from time to time prepay (1) the Revolving Loans to the extent
necessary to give effect to the limitations set forth in the second
paragraph of subsection 2.1A(i) and (2) the Additional Credit Loans to
the extent necessary to give effect to the limitations set forth in
the second paragraph of subsection 2.1A(ii).

(c) Prepayments and Reductions Due to Issuance of Additional
Subordinated Indebtedness. On the date of receipt by Company of any
proceeds of Additional Subordinated Indebtedness, if (x) the ratio of
Consolidated Total Debt to Consolidated Broadcast Cash Flow then
exceeds 4.50:1.00 and gross proceeds from such Additional Subordinated
Indebtedness exceed $25,000,000, then (y) Company shall reduce the
Commitments in an amount equal to the excess of the Net Debt Proceeds
of such Additional Subordinated Indebtedness over the sum of (1) the
purchase price of any Acquisition consummated substantially
concurrently with the issuance of such Additional Subordinated
Indebtedness, to the extent the proceeds of such Additional
Subordinated Indebtedness were applied thereto and (2) the aggregate
amount of such net proceeds applied to refinance or repurchase any
other Subordinated Indebtedness pursuant to subsection 7.5(i) or to
redeem or repurchase any Convertible Preferred Stock, Exchangeable
Preferred Stock or Company Common Stock pursuant to subsection 7.5(iv)
(such amount, the ``Permitted Repurchase Prepayment Amount'') and
prepay the Loans to the extent required under subsection 2.4B(iii)(b)
as a result of such reduction in the Commitments. Concurrently with
any prepayment of the Loans and/or reduction of the Commitments
pursuant to this subsection 2.4B(iii)(c), Company shall deliver to
Administrative Agent an Officers' Certificate demonstrating the
derivation of the Net Debt Proceeds of the correlative issuance of
Additional Subordinated Indebtedness from the gross sales price
thereof and the calculation of the Subordinated Debt Repayment Amount.

(d) Prepayments and Reductions Due to Issuance of Equity
Securities. There shall be no mandatory prepayment or Commitment
reduction required resulting solely from the receipt by Company of
Equity Proceeds from the issuance by Company of equity securities.

(iv) Application of Prepayments and Unscheduled Reductions of
Revolving Loan Commitments and Additional Credit Commitments.

(a) Application of Voluntary Prepayments by Type of Loans and
Order of Maturity. Any voluntary prepayments pursuant to subsection
2.4B(i)

52
<PAGE>

shall be applied as specified by Company in the applicable notice of
prepayment; provided that in the event Company fails to specify the
Loans to which any such prepayment shall be applied, such prepayment
shall be applied first to repay outstanding Revolving Loans and
Additional Credit Loans on a pro rata basis to the full extent thereof
and second to cash collateralize any outstanding Letters of Credit.

(b) Application of Prepayments to Base Rate Loans and Eurodollar
Rate Loans. Considering Additional Credit Loans and Revolving Loans
being prepaid separately, any prepayment thereof shall be applied
first to Base Rate Loans to the full extent thereof before application
to Eurodollar Rate Loans, in each case in a manner which minimizes the
amount of any payments required to be made by Company pursuant to
subsection 2.6D.

(c) Application of Mandatory Prepayments by Type of Loans. Any
amount required to be applied as a mandatory prepayment of the Loans
and/or a reduction of the Commitments pursuant to subsections
2.4B(iii)(a)-(c) shall be applied first to permanently reduce the
Additional Credit Commitments and Revolving Loan Commitments on a pro
rata basis and then, to the extent that the Revolving Loan Commitments
are less than the Letter of Credit Usage, cash collateralize Letters
of Credit outstanding.

(d) Application of Unscheduled Reductions of Revolving Loan
Commitments. Any voluntary reduction of the Revolving Loan
Commitments pursuant to subsection 2.4B(ii) shall be applied to reduce
on a pro rata basis the scheduled reductions of the Revolving Loan
Commitments set forth in subsection 2.4A(i). Any mandatory reduction
of the Revolving Loan Commitments pursuant to subsection 2.4B(iii)
shall be applied on a pro rata basis (in accordance with the
respective outstanding principal amounts thereof) to each scheduled
reduction of the Revolving Loan Commitments set forth in subsection
2.4A(i) that is remaining at the time of such mandatory reduction.

(e) Application of Unscheduled Reductions of Additional Credit
Commitments. Any voluntary reduction of the Additional Credit
Commitments pursuant to subsection 2.4B(ii) shall be applied on a pro
rata basis to reduce the scheduled reductions of the Additional Credit
Commitments set forth in subsection 2.4A(ii). Any mandatory reduction
of the Additional Credit Commitments pursuant to subsection 2.4B(iii)
shall be applied on a pro rata basis (in accordance with the
respective outstanding principal amounts thereof) to each scheduled
reduction of the Additional Credit Commitments referred to in
subsection 2.4A(ii) that is remaining at the time of such mandatory
reduction.

53
<PAGE>

C. General Provisions Regarding Payments.

(i) Manner and Time of Payment. All payments by Company of
principal, interest, fees and other Obligations hereunder and under the
Notes shall be made in same day funds and without defense, setoff or
counterclaim, free of any restriction or condition, and delivered to
Administrative Agent not later than 12:00 Noon (New York time) on the date
due at its office located at One Bankers Trust Plaza, New York, New York,
for the account of Lenders; funds received by Administrative Agent after
that time on such due date shall be deemed to have been paid by Company on
the next succeeding Business Day. Company hereby authorizes Administrative
Agent (upon concurrent notice to Company) to charge its accounts with
Administrative Agent in order to cause timely payment to be made to
Administrative Agent of all principal, interest, fees and expenses due
hereunder (subject to sufficient funds being available in its accounts for
that purpose); provided, however, that the failure by Administrative Agent
to provide such concurrent notice as set forth above shall not limit or
otherwise affect Administrative Agent's ability or authority to charge
Company's account hereunder.

(ii) Application of Payments to Principal and Interest. All payments
in respect of the principal amount of any Loan shall include payment of
accrued interest on the principal amount being repaid or prepaid, and all
such payments shall be applied to the payment of interest before
application to principal.

(iii) Apportionment of Payments. Aggregate principal and interest
payments shall be apportioned among all outstanding Loans to which such
payments relate, in each case proportionately to Lenders' respective Pro
Rata Shares. Administrative Agent shall promptly distribute to each
Lender, at its primary address set forth below its name on the appropriate
signature page hereof or at such other address as such Lender may request,
its Pro Rata Share of all such payments received by Administrative Agent
and the commitment fees of such Lender when received by Administrative
Agent pursuant to subsection 2.3. Notwithstanding the foregoing provisions
of this subsection 2.4C(iii), if, pursuant to the provisions of subsection
2.6C, any Notice of Conversion/Continuation is withdrawn as to any Affected
Lender or if any Affected Lender makes Base Rate Loans in lieu of its Pro
Rata Share of any Eurodollar Rate Loans, Administrative Agent shall give
effect thereto in apportioning payments received thereafter.

(iv) Payments on Business Days. Whenever any payment to be made
hereunder shall be stated to be due on a day that is not a Business Day,
such payment shall be made on the next succeeding Business Day and such
extension of time shall be included in the computation of the payment of
interest hereunder or of the commitment fees hereunder, as the case may be.

(v) Notation of Payment. Each Lender agrees that before disposing of
any Note held by it, or any part thereof (other than by granting
participations therein),

<PAGE>

that Lender will make a notation thereon of all Loans evidenced by that
Note and all principal payments previously made thereon and of the date to
which interest thereon has been paid; provided that the failure to make (or
any error in the making of) a notation of any Loan made under such Note
shall not limit or otherwise affect the obligations of Company hereunder or
under such Note with respect to any Loan or any payments of principal or
interest on such Note.

2.5 Use of Proceeds.

A. Additional Credit Loans and Revolving Loans. The proceeds of the
Additional Credit Loans and Revolving Loans shall be applied by Company for
(i) working capital and other general corporate purposes, (ii) the repurchase or
purchase of Existing Subordinated Notes in accordance with the provisions of
subsection 7.5(i), (iii) the redemption or repurchase of Convertible Preferred
Stock, Exchangeable Preferred Stock and Company Common Stock in accordance with
the provisions of subsection 7.5(iv), (iv) the making of Investments in
accordance with subsection 7.3 hereof and (v) the making of Acquisitions in
accordance with the provisions of subsection 7.7(vi) hereof.

B. Margin Regulations. No portion of the proceeds of any borrowing under
this Agreement shall be used by Company or any of its Subsidiaries in any manner
that might cause the borrowing or the application of such proceeds to violate
Regulation G, Regulation U, Regulation T or Regulation X of the Board of
Governors of the Federal Reserve System or any other regulation of such Board or
to violate the Exchange Act, in each case as in effect on the date or dates of
such borrowing and such use of proceeds.

2.6 Special Provisions Governing Eurodollar Rate Loans.

Notwithstanding any other provision of this Agreement to the contrary, the
following provisions shall govern with respect to Eurodollar Rate Loans as to
the matters covered:

A. Determination of Applicable Interest Rate. As soon as practicable
after 10:00 A.M. (New York time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent manifest
error, be final, conclusive and binding upon all parties) the interest rate that
shall apply to the Eurodollar Rate Loans for which an interest rate is then
being determined for the applicable Interest Period and shall promptly give
notice thereof (in writing or by telephone confirmed in writing) to Company and
each Lender.

B. Inability to Determine Applicable Interest Rate. In the event that
Administrative Agent shall have determined (which determination shall be final
and conclusive and binding upon all parties hereto), on any Interest Rate
Determination Date with respect to any Eurodollar Rate Loans, that by reason of
circumstances affecting the interbank Eurodollar market, adequate and fair means
do not exist for ascertaining the interest rate applicable to such Loans on the
basis provided for in the definition of Adjusted Eurodollar Rate, Administrative
Agent shall on such date give notice (by telecopy or by

<PAGE>

telephone confirmed in writing) to Company and each Lender of such
determination, whereupon (i) no Loans may be made as, or converted to,
Eurodollar Rate Loans until such time as Administrative Agent notifies Company
and Lenders that the circumstances giving rise to such notice no longer exist
and (ii) any Notice of Borrowing or Notice of Conversion/Continuation given by
Company with respect to the Loans in respect of which such determination was
made shall be deemed to be rescinded by Company.

C. Illegality or Impracticability of Eurodollar Rate Loans. In the event
that on any date any Lender shall have determined (which determination shall be
final and conclusive and binding upon all parties hereto but shall be made only
after consultation with Company and Administrative Agent) that the making,
maintaining or continuation of its Eurodollar Rate Loans (i) has become unlawful
as a result of compliance by such Lender in good faith with any law, treaty,
governmental rule, regulation, guideline or order (or would conflict with any
such treaty, governmental rule, regulation, guideline or order not having the
force of law even though the failure to comply therewith would not be unlawful)
or (ii) has become impracticable, or would cause such Lender material hardship,
as a result of contingencies occurring after the date of this Agreement which
materially and adversely affect the interbank Eurodollar market or the position
of such Lender in that market, then, and in any such event, such Lender shall be
an ``Affected Lender'' and it shall on that day give notice (by telecopy or by
telephone confirmed in writing) to Company and Administrative Agent of such
determination (which notice Administrative Agent shall promptly transmit to each
other Lender). Thereafter (a) the obligation of the Affected Lender to make
Loans as, or to convert Loans to, Eurodollar Rate Loans shall be suspended until
such notice shall be withdrawn by the Affected Lender, (b) to the extent such
determination by the Affected Lender relates to a Eurodollar Rate Loan then
being requested by Company pursuant to a Notice of Borrowing or a Notice of
Conversion/Continuation, the Affected Lender shall make such Loan as (or convert
such Loan to, as the case may be) a Base Rate Loan, (c) the Affected Lender's
obligation to maintain its outstanding Eurodollar Rate Loans, as the case may be
(the ``Affected Loans''), shall be terminated at the earlier to occur of the
expiration of the Interest Period then in effect with respect to the Affected
Loans or when required by law, and (d) the Affected Loans shall automatically
convert into Base Rate Loans on the date of such termination. Notwithstanding
the foregoing, to the extent a determination by an Affected Lender as described
above relates to a Eurodollar Rate Loan then being requested by Company pursuant
to a Notice of Borrowing or a Notice of Conversion/Continuation, Company shall
have the option, subject to the provisions of subsection 2.6D, to rescind such
Notice of Borrowing or Notice of Conversion/Continuation as to all Lenders by
giving notice (by telecopy or by telephone confirmed in writing) to
Administrative Agent of such rescission on the date on which the Affected Lender
gives notice of its determination as described above (which notice of rescission
Administrative Agent shall promptly transmit to each other Lender). Except as
provided in the immediately preceding sentence, nothing in this subsection 2.6C
shall affect the obligation of any Lender other than an Affected Lender to make
or maintain Loans as, or to convert Loans to, Eurodollar Rate Loans in
accordance with the terms of this Agreement.

<PAGE>

D. Compensation For Breakage or Non-Commencement of Interest Periods.
Company shall compensate each Lender, upon written request by that Lender (which
request shall set forth the basis for requesting such amounts), for all
reasonable losses, expenses and liabilities (including, without limitation, any
interest paid by that Lender to lenders of funds borrowed by it to make or carry
its Eurodollar Rate Loans and any loss, expense or liability sustained by that
Lender in connection with the liquidation or re-employment of such funds) which
that Lender may sustain: (i) if for any reason (other than a default by that
Lender) a borrowing of any Eurodollar Rate Loan does not occur on a date
specified therefor in a Notice of Borrowing or a telephonic request for
borrowing, or a conversion to or continuation of any Eurodollar Rate Loan does
not occur on a date specified therefor in a Notice of Conversion/Continuation or
a telephonic request for conversion or continuation, (ii) if any prepayment or
conversion of any of its Eurodollar Rate Loans occurs on a date that is not the
last day of an Interest Period applicable to that Loan, (iii) if any prepayment
of any of its Eurodollar Rate Loans is not made on any date specified in a
notice of prepayment given by Company, or (iv) as a consequence of any other
default by Company in the repayment of its Eurodollar Rate Loans when required
by the terms of this Agreement.

E. Booking of Eurodollar Rate Loans. Any Lender may make, carry or
transfer Eurodollar Rate Loans at, to, or for the account of any of its branch
offices or the office of an Affiliate of that Lender.

F. Assumptions Concerning Funding of Eurodollar Rate Loans. Calculation
of all amounts payable to a Lender under this subsection 2.6 and under
subsection 2.7A shall be made as though that Lender had actually funded each of
its relevant Eurodollar Rate Loans through the purchase of a Eurodollar deposit
bearing interest at the rate obtained pursuant to clause (i) of the definition
of Adjusted Eurodollar Rate in an amount equal to the amount of such Eurodollar
Rate Loan and having a maturity comparable to the relevant Interest Period and
through the transfer of such Eurodollar deposit from an offshore office of that
Lender to a domestic office of that Lender in the United States of America;
provided, however, that each Lender may fund each of its Eurodollar Rate Loans
in any manner it sees fit and the foregoing assumptions shall be utilized only
for the purposes of calculating amounts payable under this subsection 2.6 and
under subsection 2.7A.

G. Eurodollar Rate Loans After Default. After the occurrence of and
during the continuation of a Potential Event of Default or an Event of Default,
(i) Company may not elect to have a Loan be made or maintained as, or converted
to, a Eurodollar Rate Loan after the expiration of any Interest Period then in
effect for that Loan and (ii) subject to the provisions of subsection 2.6D, any
Notice of Borrowing or Notice of Conversion/Continuation given by Company with
respect to a requested borrowing or conversion/continuation that has not yet
occurred shall be deemed to be rescinded by Company.

<PAGE>

2.7 Increased Costs; Taxes; Capital Adequacy.

A. Compensation for Increased Costs and Taxes. Subject to the provisions
of subsection 2.7B, in the event that any Lender shall determine (which
determination shall, absent manifest error, be final and conclusive and binding
upon all parties hereto) that any law, treaty or governmental rule, regulation
or order, or any change therein or in the interpretation, administration or
application thereof (including the introduction of any new law, treaty or
governmental rule, regulation or order), or any determination of a court or
governmental authority, in each case that becomes effective after the date
hereof, or compliance by such Lender with any guideline, request or directive
issued or made after the date hereof by any central bank or other governmental
or quasi-governmental authority (whether or not having the force of law):

(i) subjects such Lender (or its applicable lending office) to any
additional Tax (other than any Tax on the overall net income of such
Lender) with respect to this Agreement or any of its obligations hereunder
or any payments to such Lender (or its applicable lending office) of
principal, interest, fees or any other amount payable hereunder;

(ii) imposes, modifies or holds applicable any reserve (including
without limitation any marginal, emergency, supplemental, special or other
reserve), special deposit, compulsory loan, FDIC insurance or similar
requirement against assets held by, or deposits or other liabilities in or
for the account of, or advances or loans by, or other credit extended by,
or any other acquisition of funds by, any office of such Lender (other than
any such reserve or other requirements with respect to Eurodollar Rate
Loans that are reflected in the definition of Adjusted Eurodollar Rate, as
the case may be); or

(iii) imposes any other condition (other than with respect to a
Tax matter) on or affecting such Lender (or its applicable lending office)
or its obligations hereunder, the interbank Eurodollar market;

and the result of any of the foregoing is to increase the cost to such Lender of
agreeing to make, making or maintaining Loans hereunder or to reduce any amount
received or receivable by such Lender (or its applicable lending office) with
respect thereto; then, in any such case, Company shall promptly pay to such
Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts (in the form of an increased rate of, or a
different method of calculating, interest or otherwise as such Lender in its
sole discretion shall determine) as may be necessary to compensate such Lender
for any such increased cost or reduction in amounts received or receivable
hereunder. Such Lender shall deliver to Company (with a copy to Administrative
Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this subsection
2.7A, which statement shall be conclusive and binding upon all parties hereto
absent manifest error.

<PAGE>

B. Withholding of Taxes.

(i) Payments to Be Free and Clear. All sums payable by Company under
this Agreement and the other Loan Documents shall be paid free and clear of
and (except to the extent required by law) without any deduction or
withholding on account of any Tax (other than a Tax on the overall net
income of any Lender) imposed, levied, collected, withheld or assessed by
or within the United States of America or any political subdivision in or
of the United States of America or any other jurisdiction from or to which
a payment is made by or on behalf of Company or by any federation or
organization of which the United States of America or any such jurisdiction
is a member at the time of payment.

(ii) Grossing-up of Payments. If Company or any other Person is
required by law to make any deduction or withholding on account of any such
Tax from any sum paid or payable by Company to Administrative Agent or any
Lender under any of the Loan Documents:

(a) Company shall notify Administrative Agent of any such
requirement or any change in any such requirement as soon as Company
becomes aware of it;

(b) Company shall pay any such Tax before the date on which
penalties attach thereto, such payment to be made (if the liability to
pay is imposed on Company) for its own account or (if that liability
is imposed on Administrative Agent or such Lender, as the case may be)
on behalf of and in the name of Administrative Agent or such Lender;

(c) the sum payable by Company in respect of which the relevant
deduction, withholding or payment is required shall be increased to
the extent necessary to ensure that, after the making of that
deduction, withholding or payment, Administrative Agent or such
Lender, as the case may be, receives on the due date a net sum equal
to what it would have received had no such deduction, withholding or
payment been required or made; and

(d) within 30 days after paying any sum from which it is
required by law to make any deduction or withholding, and within 30
days after the due date of payment of any Tax which it is required by
clause (b) above to pay, Company shall deliver to Administrative Agent
evidence satisfactory to the other affected parties of such deduction,
withholding or payment and of the remittance thereof to the relevant
taxing or other authority.

(iii) U.S. Tax Certificates. Each Lender that is organized under
the laws of any jurisdiction other than the United States or any state or
other political subdivision thereof shall deliver to Administrative Agent
for transmission to Company, on or prior to the Closing Date (in the case
of each Lender listed on the

<PAGE>

signature pages hereof) or on the date of the Assignment and Acceptance
pursuant to which it becomes a Lender (in the case of each other Lender),
and at such other times as may be necessary in the determination of Company
or Administrative Agent (each in the reasonable exercise of its
discretion), such certificates, documents or other evidence, properly
completed and duly executed by such Lender (including, without limitation,
Internal Revenue Service Form 1001 or Form 4224 or any other certificate or
statement of exemption required by Treasury Regulations Section 1.1441-4(a)
or Section 1.1441-6(c) or any successor thereto) to establish that such
Lender is not subject to deduction or withholding of United States federal
income tax under Section 1441 or 1442 of the Internal Revenue Code or
otherwise (or under any comparable provisions of any successor statute)
with respect to any payments to such Lender of principal, interest, fees or
other amounts payable under any of the Loan Documents. Company shall not
be required to pay any additional amount to any such Lender under clause
(c) of subsection 2.7B(ii) if such Lender shall have failed to satisfy the
requirements of the immediately preceding sentence; provided that if such
Lender shall have satisfied such requirements on the Closing Date (in the
case of each Lender listed on the signature pages hereof) or on the date of
the Assignment and Acceptance pursuant to which it became a Lender (in the
case of each other Lender), nothing in this subsection 2.7B(iii) shall
relieve Company of its obligation to pay any additional amounts pursuant to
clause (c) of subsection 2.7B(ii) in the event that, as a result of any
change in applicable law, such Lender is no longer properly entitled to
deliver certificates, documents or other evidence at a subsequent date
establishing the fact that such Lender is not subject to withholding as
described in the immediately preceding sentence.

(iv) Replacement of Lenders Under Certain Circumstances. Each Lender
hereby severally agrees that, if no Event of Default or Potential Event of
Default then exists, Company shall have the right to replace any Lender
with a successor Lender hereunder (each such successor Lender, a
``Successor Lender'') if, as a result of the application of the provisions
of subsection 2.7B (including the proviso to subsection 2.7B(iii)), Company
is required to pay additional amounts to such Lender pursuant to
subsection 2.7B(ii) while not required to pay such additional amounts
generally with respect to all Lenders; provided that each Successor Lender
(i) must be acceptable to Administrative Agent in its sole discretion, (ii)
must become a Lender hereunder pursuant to Section 10.1 hereof and (iii)
must purchase for cash without recourse the respective replaced Lender's
interest in the obligations of Company to such Lender in the aggregate
unpaid principal amount of, and accrued interest on, such Lender's Loans
and fees and any other amount owing hereunder. Notwithstanding the
foregoing, Company shall not have any right to replace Bankers as a Lender
pursuant to this clause (iv).

C. Capital Adequacy Adjustment. If any Lender shall have determined that
the adoption, effectiveness, phase-in or applicability of any law, rule or
regulation (or any provision thereof) regarding capital adequacy, or any change
therein or in the interpretation or administration thereof by any governmental
authority, central bank or comparable agency

<PAGE>

charged with the interpretation or administration thereof, or compliance by any
Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such governmental authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of, or with reference
to, such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five Business Days after receipt by Company from
such Lender of the statement referred to in the next sentence, Company shall pay
to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after-tax basis for such reduction. Such
Lender shall deliver to Company (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis of the calculation of
such additional amounts, which statement shall be conclusive and binding upon
all parties hereto absent manifest error.

2.8 Obligation of Lenders and Issuing Lenders to Mitigate.

Each Lender and Issuing Lender agrees that, as promptly as practicable
after the officer of such Lender or Issuing Lender responsible for administering
the Loans or Letters of Credit of such Lender or Issuing Lender, as the case may
be, becomes aware of the occurrence of an event or the existence of a condition
that would cause such Lender to become an Affected Lender or that would entitle
such Lender or Issuing Lender to receive payments under subsection 2.7 or
subsection 3.6, it will, to the extent not inconsistent with the internal
policies of such Lender or Issuing Lender and any applicable legal or regulatory
restrictions, use reasonable efforts (i) to make, issue, fund or maintain the
Commitments of such Lender or the affected Loans or Letters of Credit of such
Lender or Issuing Lender through another lending or letter of credit office of
such Lender or Issuing Lender, or (ii) take such other measures as such Lender
or Issuing Lender may deem reasonable, if as a result thereof the circumstances
which would cause such Lender to be an Affected Lender would cease to exist or
the additional amounts which would otherwise be required to be paid to such
Lender or Issuing Lender pursuant to subsection 2.7 or subsection 3.6 would be
materially reduced and if, as determined by such Lender or Issuing Lender in its
sole discretion, the making, issuing, funding or maintaining of such Commitments
or Loans or Letters of Credit through such other lending or letter of credit
office or in accordance with such other measures, as the case may be, would not
otherwise materially adversely affect such Commitments or Loans or Letters of
Credit or the interests of such Lender or Issuing Lender; provided that such
Lender or Issuing Lender will not be obligated to utilize such other lending or
letter of credit office pursuant to this subsection 2.8 unless Company agrees to
pay all incremental expenses incurred by such Lender or Issuing Lender as a
result of utilizing such other lending or letter of credit office as described
in clause (i) above. A certificate as to the amount of any such expenses
payable by Company pursuant to this

<PAGE>

subsection 2.8 (setting forth in reasonable detail the basis for requesting such
amount) submitted by such Lender or Issuing Lender to Company (with a copy to
Administrative Agent) shall be conclusive absent manifest error.

2.9 Guaranties of and Security for the Obligations; Acknowledgment and Consent.

A. Company Security. To secure the full performance of the Obligations,
pursuant to the Borrower Pledge and Security Agreement, Company has granted and,
by the execution, acknowledgement, delivery and recordation of the Borrower
Mortgage, shall grant to Collateral Agent on behalf of Lenders, a duly perfected
first priority Lien (subject to Liens permitted hereby) on all real, personal
and mixed property of Company now owned or (except in the case of real property)
hereafter acquired by Company (except to the extent prohibited by the FCC or the
Communications Act), including, without limitation, the Leases, which
Administrative Agent, Collateral Agent or Requisite Lenders has heretofore
requested or may request. Company shall execute and deliver any and all
additional Collateral Documents including, without limitation, financing
statements, termination statements, collateral search reports, title reports,
title insurance and landlord waivers and consents, trademark documentation,
opinions of counsel and such other perfection documents, instruments,
information and materials with respect to the property of Company as
Administrative Agent or Collateral Agent may reasonably request. All of the
foregoing shall be in form and substance reasonably satisfactory to Collateral
Agent.

B. Subsidiary Guaranty. As further security for the full performance of
the Obligations, each Credit Party (other than Company and the Acquisition
Subsidiaries) has executed and delivered to Collateral Agent on behalf of
Lenders, the Subsidiary Guaranty and, in the case of each Acquisition
Subsidiary, shall execute and deliver a counterpart thereto on the applicable
Acquisition Closing Date.

C. Security for Guaranty. To secure the full performance of its
obligations under the Subsidiary Guaranty, each Credit Party has granted,
pursuant to the Subsidiary Pledge and Security Agreement and (except in the case
of the License Cos., WKBW-TV, Inc., QC III, Queen City and Granite Response
Television, Inc.) shall grant, by the execution, acknowledgement, delivery and
recordation of a Subsidiary Mortgage, and each Acquisition Subsidiary shall
grant, by the execution and delivery on the applicable Acquisition Closing Date
of a counterpart to the Subsidiary Pledge and Security Agreement, to Collateral
Agent on behalf of Lenders, a perfected, first priority Lien (subject to Liens
permitted hereby) on all real, personal and mixed property of such Credit Party
now owned or (except in the case of real property) hereafter acquired thereby
(except to the extent prohibited by the FCC or the Communications Act), and
which Administrative Agent, Collateral Agent or Requisite Lenders have
heretofore requested or may request. Each Credit Party (other than Company)
shall execute and deliver any and all Collateral Documents, including, without
limitation, the financing statements, termination statements, collateral search
reports and such other perfection documents, instruments, information and
material with respect to the property of such Credit Party as Collateral Agent
or Administrative Agent may reasonably

<PAGE>

request. All of the foregoing shall be in form and substance reasonably
satisfactory to Collateral Agent.

D. Further Assurances Regarding Security; Additional Security. Company
shall and shall cause each of the other Credit Parties to, from time to time,
execute and deliver to Collateral Agent on behalf of Lenders, such additional
Collateral Documents, statements, documents, agreements, consents and reports as
Administrative Agent, Collateral Agent or Requisite Lenders may from time to
time reasonably request to evidence, perfect or otherwise implement or assure
the security for repayment of the Obligations and the full performance of the
obligations under the Subsidiary Guaranty. With respect to the Lenders'
Policies, upon Administrative Agent's request, Company shall arrange for
co-insurance and/or reinsurance, with companies and in amounts satisfactory to
Administrative Agent. All reinsurance policies shall include direct access
agreements acceptable to Administrative Agent. Any further advances made by
Lenders hereunder shall be conditioned upon Administrative Agent obtaining such
additional endorsements to the Lenders' Policies insuring the additional amount
of the Loan and the validity and priority of such advances as Administrative
Agent deems necessary or advisable.

E. Acknowledgment and Consent to Amendment and Restatement of Existing
Agreement. Each Credit Party hereby acknowledges that it has reviewed the terms
and provisions of this Agreement and consents to the amendment of the Existing
Agreement effected pursuant hereto. Company hereby confirms that the Borrower
Pledge and Security Agreement and each Subsidiary hereby confirms that the
Subsidiary Guaranty and the Subsidiary Pledge and Security Agreement and all
Collateral encumbered thereby will continue to guaranty or secure, as the case
may be, to the fullest extent possible, the payment and performance of all
``Guarantied Obligations'' or ``Secured Obligations'', as the case may be (in
each case as such terms are defined in the applicable Loan Document), including
without limitation the payment and performance of all such ``Guarantied
Obligations'' or ``Secured Obligations'', as the case may, in respect of the
Obligations of Company now or hereafter existing under or in respect of the
Existing Agreement (as amended hereby) and the Notes. For purposes of each of
the Collateral Documents the term ``Credit Agreement'' means this Agreement.

Company hereby acknowledges and agrees that the Borrower Pledge and
Security Agreement shall continue in full force and effect and that all of its
obligations thereunder shall be valid and enforceable and shall not be impaired
or limited by the execution or effectiveness hereof. Each Credit Party (other
than Company) hereby acknowledges and agrees that the Subsidiary Guaranty and
the Subsidiary Pledge and Security Agreement shall continue in full force and
effect and that all of its obligations thereunder shall be valid and enforceable
and shall not be impaired or limited by the execution or effectiveness hereof.

Each Subsidiary acknowledges and agrees that (i) notwithstanding the
conditions to effectiveness set forth in this Agreement, such Subsidiary is not
required by the terms of the Existing Agreement or any other Loan Document to
consent to the amendments to the Existing Agreement effected pursuant hereto and
(ii) nothing in the Existing Agreement, this

<PAGE>

Agreement or any other Loan Document shall be deemed to require the consent of
such Subsidiary to any future amendments to the Existing Agreement or this
Agreement.

2.10 Replacement of a Lender

In the event of a refusal by a Lender to consent to a proposed change,
waiver, discharge or termination with respect to this Agreement which has been
approved by the Requisite Lenders, Company shall have the right for a 60 day
period following such refusal, to replace such Lender (a ``Replaced Lender'')
with one or more Eligible Assignees (collectively, the ``Replacement Lender'')
acceptable to Administrative Agent, provided that (i) at the time of any
replacement pursuant to this subsection 2.10 the Replacement Lender and Replaced
Lender shall enter into one or more Assignment Agreements pursuant to subsection
10.1B (and with all fees payable pursuant to such subsection 10.1B to be paid by
the Replacement Lender) pursuant to which the Replacement Lender shall acquire
all of the outstanding Loans and Commitments of, and in each case participations
in Letters of Credit by, the Replaced Lender and, in connection therewith, shall
pay to (x) the Replaced Lender in respect thereof an amount equal to the sum of
(A) an amount equal to the principal of, and all accrued interest on, all
outstanding Loans of the Replaced Lender, (B) an amount equal to all unpaid
drawings with respect to Letters of Credit that have been funded by (and not
reimbursed to) such Replaced Lender, together with all then unpaid interest with
respect thereto at such time and (C) an amount equal to all accrued, but
theretofore unpaid, fees owing to the Replaced Lender with respect thereto, and
(y) the appropriate Issuing Lender an amount equal to such Replaced Lender's Pro
Rata Share of any unpaid drawings with respect to Letters of Credit (which at
such time remains an unpaid drawing) issued by it to the extent such amount was
not theretofore funded by such Replaced Lender, and (ii) all obligations
(including without limitation all such amounts, if any, owing under subsection
2.6D) of Company owing to the Replaced Lender (other than those specifically
described in clause (i) above in respect of which the assignment purchase price
has been, or is concurrently being, paid), shall be paid in full to such
Replaced Lender concurrently with such replacement. Upon the execution of the
respective Assignment Agreements, the payment of amounts referred to in clauses
(i) and (ii) above and delivery to the Replacement Lender of the appropriate
Note or Notes executed by Company, the Replacement Lender shall become a Lender
hereunder and the Replaced Lender shall cease to constitute a Lender hereunder
except with respect to indemnification provisions under this Agreement which by
the terms of this Agreement survive the termination of this Agreement, which
indemnification provisions shall survive as to such Replaced Lender.
Notwithstanding anything to the contrary contained above, no Issuing Lender may
be replaced hereunder at any time while it has Letters of Credit outstanding
hereunder unless arrangements satisfactory to such Issuing Lender (including the
furnishing of a Standby Letter of Credit in form and substance, and issued by an
issuer satisfactory to such Issuing Lender or the furnishing of cash collateral
in amounts and pursuant to arrangements satisfactory to such Issuing Lender)
have been made with respect to such outstanding Letters of Credit.

<PAGE>

SECTION 3.
LETTERS OF CREDIT

3.1 Issuance of Letters of Credit and Lenders' Purchase of Participations
Therein.

A. Letters of Credit. In addition to Company requesting that Lenders
having a Revolving Loan Commitment make Revolving Loans pursuant to subsection
2.1A(ii), Company may request, in accordance with the provisions of this
subsection 3.1, from time to time during the period from the Closing Date to the
date which is 30 days prior to the Revolving Loan Commitment Termination Date,
that one or more Lenders issue Letters of Credit for the account of Company for
the purposes specified in the definitions of Commercial Letters of Credit and
Standby Letters of Credit. Letters of Credit can be issued on a sight basis
only. Subject to the terms and conditions of this Agreement and in reliance
upon the representations and warranties of Company herein set forth, any one or
more Lenders having a Revolving Loan Commitment may, but (except as provided in
subsection 3.1B(ii)) shall not be obligated to, issue such Letters of Credit in
accordance with the provisions of this subsection 3.1; provided that Company
shall not request that any Lender issue (and no Lender shall issue):

(i) any Letter of Credit if, after giving effect to such issuance,
the Total Utilization of Revolving Loan Commitments would exceed the
Revolving Loan Commitments then in effect;

(ii) any Standby Letter of Credit having an expiration date later than
the earlier of (a) ten Business Days prior to the Revolving Loan Commitment
Termination Date and (b) the date which is one year from the date of
issuance of such Standby Letter of Credit; provided that the immediately
preceding clause (b) shall not prevent any Issuing Lender from agreeing
that a Standby Letter of Credit will automatically be extended for one or
more successive periods not to exceed one year each unless such Issuing
Lender elects not to extend for any such additional period; and provided,
further that, unless Requisite Lenders otherwise consent, such Issuing
Lender shall give notice that it will not extend such Standby Letter of
Credit if it has knowledge that an Event of Default has occurred and is
continuing;

(iii) any Commercial Letter of Credit having an expiration date
(a) later than the earlier of (X) 30 days prior to the Revolving Loan
Commitment Termination Date and (Y) the date which is 180 days from the
date of issuance of such Commercial Letter of Credit or (b) that is
otherwise unacceptable to the applicable Issuing Lender in its reasonable
discretion;

(iv) any Letter of Credit denominated in a currency other than
Dollars; or

(v) any Letter of Credit if, after giving effect to such issuance,
the Letter of Credit Usage would exceed $10,000,000.

<PAGE>

B. Mechanics of Issuance.

(i) Notice of Issuance. Whenever Company desires the issuance of a
Letter of Credit, it shall deliver to Administrative Agent a Notice of
Request to Issue a Letter of Credit no later than 11:00 A.M. (New York
time) at least ten Business Days (in the case of Standby Letters of
Credit), or five Business Days (in the case of Commercial Letters of
Credit), or in each case such shorter period as may be agreed to by the
Issuing Lender in any particular instance, in advance of the proposed date
of issuance. The Notice of Request to Issue a Letter of Credit shall
specify (a) the proposed date of issuance (which shall be a Business Day),
(b) the face amount of the Letter of Credit, (c) the expiration date of the
Letter of Credit, (d) the name and address of the beneficiary, and (e) the
verbatim text of the proposed Letter of Credit or the proposed terms and
conditions thereof, including a precise description of any documents and
the verbatim text of any certificates to be presented by the beneficiary
which, if presented by the beneficiary prior to the expiration date of the
Letter of Credit, would require the Issuing Lender to make payment under
the Letter of Credit; provided that the Issuing Lender, in its reasonable
discretion, may require changes in the text of the proposed Letter of
Credit or any such documents or certificates.

Company shall notify the applicable Issuing Lender (and Administrative
Agent, if Administrative Agent is not such Issuing Lender) prior to the
issuance of any Letter of Credit in the event that any of the matters to
which Company is required to certify in the applicable Notice of Request to
Issue a Letter of Credit is no longer true and correct as of the proposed
date of issuance of such Letter of Credit, and upon the issuance of any
Letter of Credit Company shall be deemed to have re-certified, as of the
date of such issuance, as to the matters to which Company is required to
certify in the applicable Notice of Request to Issue a Letter of Credit.

(ii) Determination of Issuing Lender. Upon receipt by Administrative
Agent of a Notice of Request to Issue a Letter of Credit pursuant to
subsection 3.1B(i) requesting the issuance of a Letter of Credit, in the
event Administrative Agent elects to issue such Letter of Credit,
Administrative Agent shall promptly so notify Company, and Administrative
Agent shall be the Issuing Lender with respect thereto. In the event that
Administrative Agent, in its sole discretion, elects not to issue such
Letter of Credit, Administrative Agent shall promptly so notify Company,
whereupon Company may request any other Lender having a Revolving Loan
Commitment to issue such Letter of Credit by delivering to such Lender a
copy of the applicable Notice of Request to Issue a Letter of Credit. Any
Lender so requested to issue such Letter of Credit shall promptly notify
Company and Administrative Agent whether or not, in its sole discretion, it
has elected to issue such Letter of Credit, and any such Lender which so
elects to issue such Letter of Credit shall be the Issuing Lender with
respect thereto. In the event that all other Lenders having a Revolving
Loan Commitment shall have declined to issue such Letter of Credit,
notwithstanding the prior election of Administrative Agent not to

<PAGE>

issue such Letter of Credit, Administrative Agent shall be obligated to
issue such Letter of Credit and shall be the Issuing Lender with respect
thereto, notwithstanding the fact that the Letter of Credit Usage with
respect to such Letter of Credit and with respect to all other Letters of
Credit issued by Administrative Agent, when aggregated with Administrative
Agent's outstanding Revolving Loans, may exceed Administrative Agent's
Revolving Loan Commitment then in effect.

(iii) Issuance of Letter of Credit. Upon satisfaction or waiver
(in accordance with subsection 10.6) of the conditions set forth in
subsection 4.3, the Issuing Lender shall issue the requested Letter of
Credit in accordance with the Issuing Lender's standard operating
procedures, and upon its issuance of such Letter of Credit the Issuing
Lender shall promptly notify Administrative Agent and each Lender having a
Revolving Loan Commitment of such issuance, which notice shall be
accompanied by a copy of such Letter of Credit.

(iv) Reports to Lenders. Within 15 days after the end of each
calendar quarter ending after the Closing Date, so long as any Letter of
Credit shall have been outstanding during such calendar quarter, each
Issuing Lender shall deliver to each other Lender having a Revolving Loan
Commitment a report setting forth for such calendar quarter the daily
maximum amount available to be drawn under the Letters of Credit issued by
such Issuing Lender that were outstanding during such calendar quarter.

C. Lenders' Purchase of Participations in Letters of Credit. Immediately
upon the issuance of each Letter of Credit, each Lender having a Revolving Loan
Commitment shall be deemed to, and hereby agrees to, have irrevocably purchased
from the Issuing Lender a participation in such Letter of Credit and drawings
thereunder in an amount equal to such Lender's Pro Rata Share of the maximum
amount which is or at any time may become available to be drawn thereunder.

3.2 Letter of Credit Fees.

Company agrees to pay the following amounts with respect to Letters of
Credit issued hereunder:

(i) with respect to each Standby Letter of Credit, (a) Company
shall pay to the Issuing Lender a fronting fee equal to the greater of
(X) 0.25% per annum of the daily maximum amount available to be drawn under
such Standby Letter of Credit and (Y) $500 and (b) Company shall pay to
Administrative Agent a letter of credit fee equal to the Applicable Margin
in effect from time to time with respect to Eurodollar Rate Loans during
the period such Letter of Credit is outstanding, in each case payable in
arrears on each January 31, April 30, July 31 and October 31 of each year
and computed on the basis of a 360-day year for the actual number of days
elapsed;

<PAGE>

(ii) with respect to each Commercial Letter of Credit, (a) Company
shall pay to the Issuing Lender a fronting fee equal to 0.25% per annum of
the daily maximum amount available to be drawn under such Commercial Letter
of Credit and (b) Company shall pay to Administrative Agent a letter of
credit fee equal to the Applicable Margin in effect from time to time with
respect to Eurodollar Rate Loans during the period such Letter of Credit is
outstanding, in each case payable in arrears on each January 31, April 30,
July 31 and October 31 of each year and computed on the basis of a 360-day
year for the actual number of days elapsed; and

(iii) with respect to the issuance, amendment or transfer of each
Letter of Credit and each payment made thereunder (without duplication of
the fees payable under clauses (i) and (ii) above), Company shall pay to
the applicable Issuing Lender documentary and processing charges in
accordance with such Issuing Lender's standard schedule for such charges in
effect at the time of such issuance, amendment, transfer or payment, as the
case may be.

Promptly upon receipt by Administrative Agent of any amount described in clause
(i)(b) or (ii)(b) of this subsection 3.2, Administrative Agent shall distribute
to each other Lender having a Revolving Loan Commitment its Pro Rata Share of
such amount.

3.3 Drawings and Reimbursement of Amounts Drawn Under Letters of Credit.

A. Responsibility of Issuing Lender With Respect to Requests For
Drawings. In determining whether to honor any request for drawing under any
Letter of Credit by the beneficiary thereof, the Issuing Lender shall be
responsible only to determine that the documents and certificates required to be
delivered under such Letter of Credit have been delivered and that they comply
on their face with the requirements of such Letter of Credit.

B. Reimbursement by Company of Amounts Drawn Under Letters of Credit. In
the event an Issuing Lender has determined to honor a request for drawing under
a Letter of Credit issued by it, such Issuing Lender shall immediately notify
Company and Administrative Agent, and Company shall reimburse such Issuing
Lender on or before the Business Day immediately following the date on which
such drawing is honored (the ``Reimbursement Date'') in an amount in same day
funds equal to the amount of such drawing; provided that, anything contained in
this Agreement to the contrary notwithstanding, (i) unless Company shall have
notified Administrative Agent and such Issuing Lender prior to 11:00 A.M. (New
York time) on the date of such drawing that Company intends to reimburse such
Issuing Lender for the amount of such drawing with funds other than the proceeds
of Revolving Loans, Company shall be deemed to have given a timely Notice of
Borrowing to Administrative Agent requesting Lenders to make Revolving Loans
that are Base Rate Loans on the Reimbursement Date in an amount equal to the
amount of such drawing and (ii) subject to satisfaction or waiver of the
conditions specified in subsection 4.2C, Lenders shall, on the Reimbursement
Date, make Revolving Loans that are Base Rate Loans in the amount of such
drawing, the proceeds of which shall be applied directly by Administrative Agent
to reimburse such Issuing Lender for the amount of such drawing; and

<PAGE>

provided, further that if for any reason proceeds of Revolving Loans are not
received by such Issuing Lender on the Reimbursement Date in an amount equal to
the amount of such drawing, Company shall reimburse such Issuing Lender, on
demand, in an amount in same day funds equal to the excess of the amount of such
drawing over the aggregate amount of such Revolving Loans, if any, which are so
received. Nothing in this subsection 3.3B shall be deemed to relieve any Lender
from its obligation to make Revolving Loans on the terms and conditions set
forth in this Agreement, and Company shall retain any and all rights it may have
against any Lender resulting from the failure of such Lender to make such
Revolving Loans under this subsection 3.3B.

C. Payment by Lenders of Unreimbursed Drawings Under Letters of Credit.

(i) Payment by Lenders. In the event that Company shall fail for any
reason to reimburse any Issuing Lender as provided in subsection 3.3B in an
amount equal to the amount of any drawing honored by such Issuing Lender
under a Letter of Credit issued by it, such Issuing Lender shall promptly
notify each other Lender of the unreimbursed amount of such drawing and of
such other Lender's respective participation therein based on such Lender's
Pro Rata Share. Each Lender having a Revolving Loan Commitment shall make
available to such Issuing Lender an amount equal to its respective
participation, in same day funds, at the office of such Issuing Lender
specified in such notice, not later than 11:30 A.M. (New York time) on the
first business day (under the laws of the jurisdiction in which such office
of such Issuing Lender is located) after the date notified by such Issuing
Lender. In the event that any Lender having a Revolving Loan Commitment
fails to make available to such Issuing Lender on such business day the
amount of such Lender's participation in such Letter of Credit as provided
in this subsection 3.3C, such Issuing Lender shall be entitled to recover
such amount on demand from such Lender together with interest thereon at
the rate customarily used by such Issuing Lender for the correction of
errors among banks for three Business Days and thereafter at the Base Rate.
Nothing in this subsection 3.3C shall be deemed to prejudice the right of
any Lender having a Revolving Loan Commitment to recover from any Issuing
Lender any amounts made available by such Lender to such Issuing Lender
pursuant to this subsection 3.3C in the event that it is determined by the
final judgment of a court of competent jurisdiction that the payment with
respect to a Letter of Credit by such Issuing Lender in respect of which
payment was made by such Lender constituted gross negligence or willful
misconduct on the part of such Issuing Lender.

(ii) Distribution to Lenders of Reimbursements Received From Company.
In the event any Issuing Lender shall have been reimbursed by other Lenders
pursuant to subsection 3.3C(i) for all or any portion of any drawing
honored by such Issuing Lender under a Letter of Credit issued by it, such
Issuing Lender shall distribute to each other Lender having a Revolving
Loan Commitment which has paid all amounts payable by it under subsection
3.3C(i) with respect to such drawing such other Lender's Pro Rata Share of
all payments subsequently received by such Issuing Lender from Company in
reimbursement of such drawing when such

<PAGE>

payments are received. Any such distribution shall be made to a Lender at
its primary address set forth below its name on the appropriate signature
page hereof or at such other address as such Lender may request.

D. Interest on Amounts Drawn Under Letters of Credit.

(i) Payment of Interest by Company. Company agrees to pay to each
Issuing Lender, with respect to any drawings made under any Letters of
Credit issued by it, interest on the amount paid by such Issuing Lender in
respect of each such drawing from the date of such payment to but excluding
the date such amount is reimbursed by Company (including any such
reimbursement out of the proceeds of Revolving Loans pursuant to subsection
3.3B) at a rate equal to (a) for the period from the date such drawing is
honored to but excluding the Reimbursement Date, the rate then in effect
under this Agreement with respect to Revolving Loans that are Base Rate
Loans and (b) thereafter, a rate which is 2% per annum in excess of the
rate of interest otherwise payable under this Agreement with respect to
Revolving Loans that are Base Rate Loans. Interest payable pursuant to
this subsection 3.3D(i) shall be computed on the basis of a 365-day or
366-day year, as the case may be, for the actual number of days elapsed in
the period during which it accrues and shall be payable on demand or, if no
demand is made, on the date on which the related drawing under a Letter of
Credit is reimbursed in full.

(ii) Distribution of Interest Payments by Issuing Lender. Promptly
upon receipt by any Issuing Lender of any payment of interest pursuant to
subsection 3.3D(i), (a) such Issuing Lender shall distribute to each other
Lender having a Revolving Loan Commitment, out of the interest received by
such Issuing Lender in respect of the period from the date of payment of
the applicable drawing under a Letter of Credit issued by such Issuing
Lender to but excluding the date on which such Issuing Lender is reimbursed
for the amount of such drawing (including any such reimbursement out of the
proceeds of Revolving Loans pursuant to subsection 3.3B), the amount that
such other Lender would have been entitled to receive in respect of the
letter of credit fee that would have been payable in respect of such Letter
of Credit for such period pursuant to subsection 3.2 if no drawing had been
made under such Letter of Credit, and (b) in the event such Issuing Lender
shall have been reimbursed by other Lenders pursuant to subsection 3.3C(i)
for all or any portion of such drawing, such Issuing Lender shall
distribute to each other Lender which has paid all amounts payable by it
under subsection 3.3C(i) with respect to such drawing such other Lender's
Pro Rata Share of any interest received by such Issuing Lender in respect
of that portion of such drawing so reimbursed by other Lenders for the
period from the date on which such Issuing Lender was so reimbursed by
other Lenders to and including the date on which such portion of such
drawing is reimbursed by Company. Any such distribution shall be made to a
Lender at its primary address set forth below its name on the appropriate
signature page hereof or at such other address as such Lender may request.

<PAGE>

3.4 Obligations Absolute.

The obligation of Company to reimburse each Issuing Lender for drawings
made under the Letters of Credit issued by it and to repay any Revolving Loans
made by Lenders pursuant to subsection 3.3B and the obligations of Lenders under
subsection 3.3C(i) shall be unconditional and irrevocable and shall be paid
strictly in accordance with the terms of this Agreement under all circumstances
including, without limitation, the following circumstances:

(i) any lack of validity or enforceability of any Letter of Credit;

(ii) the existence of any claim, set-off, defense or other right
which Company or any Lender may have at any time against a beneficiary or
any transferee of any Letter of Credit (or any Persons for whom any such
transferee may be acting), any Issuing Lender or other Lender or any other
Person or, in the case of a Lender, against Company, whether in connection
with this Agreement, the transactions contemplated herein or any unrelated
transaction (including any underlying transaction between Company or one of
its Subsidiaries and the beneficiary for which any Letter of Credit was
procured);

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

(iv) payment by the applicable Issuing Lender under any Letter of
Credit against presentation of a demand, draft or certificate or other
document which does not comply with the terms of such Letter of Credit;

(v) any adverse change in the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Company or any
of its Subsidiaries;

(vi) any breach of this Agreement or any other Loan Document by any
party thereto;

(vii) any other circumstance or happening whatsoever, whether or
not similar to any of the foregoing; or

(viii) the fact that an Event of Default or a Potential Event of
Default shall have occurred and be continuing;

provided, in each case, that payment by the applicable Issuing Lender under the
applicable Letter of Credit shall not have constituted gross negligence or
willful misconduct of such Issuing Lender under the circumstances in question
(as determined by a final judgment of a court of competent jurisdiction).

<PAGE>

3.5 Indemnification; Nature of Issuing Lenders' Duties.

A. Indemnification. In addition to amounts payable as provided in
subsection 3.6, Company hereby agrees to protect, indemnify, pay and save
harmless each Issuing Lender from and against any and all claims, demands,
liabilities, damages, losses, costs, charges and expenses (including reasonable
fees, expenses and disbursements of counsel and allocated costs of internal
counsel) which such Issuing Lender may incur or be subject to as a consequence,
direct or indirect, of (i) the issuance of any Letter of Credit by such Issuing
Lender, other than as a result of (a) the gross negligence or willful misconduct
of such Issuing Lender as determined by a final judgment of a court of competent
jurisdiction or (b) subject to the following clause (ii), the wrongful dishonor
by such Issuing Lender of a proper demand for payment made under any Letter of
Credit issued by it or (ii) the failure of such Issuing Lender to honor a
drawing under any such 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
``Governmental Acts'').

B. Nature of Issuing Lenders' Duties. As between Company and any Issuing
Lender, Company assumes all risks of the acts and omissions of, or misuse of the
Letters of Credit issued by such Issuing Lender by, the respective beneficiaries
of such Letters of Credit. In furtherance and not in limitation of the
foregoing, such Issuing Lender shall not be responsible for: (i) 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 such Letter of Credit, even if it should in fact prove to be in any or all
respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign any such Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason; (iii) failure of the beneficiary of
any such Letter of Credit to comply fully with any conditions required in order
to draw upon such Letter of Credit; (iv) 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) errors in
interpretation of technical terms; (vi) any loss or delay in the transmission or
otherwise of any document required in order to make a drawing under any such
Letter of Credit or of the proceeds thereof; (vii) the misapplication by the
beneficiary of any such Letter of Credit of the proceeds of any drawing under
such Letter of Credit; or (viii) any consequences arising from causes beyond the
control of such Issuing Lender, including without limitation any Governmental
Acts, and none of the above shall affect or impair, or prevent the vesting of,
any of such Issuing Lender's rights or powers hereunder.

In furtherance and extension and not in limitation of the specific
provisions set forth in the first paragraph of this subsection 3.5B, any action
taken or omitted by any Issuing Lender under or in connection with the Letters
of Credit issued by it or any documents and certificates delivered thereunder,
if taken or omitted in good faith, shall not put such Issuing Lender under any
resulting liability to Company.

<PAGE>

Notwithstanding anything to the contrary contained in this subsection 3.5,
Company shall retain any and all rights it may have against any Issuing Lender
for any liability arising solely out of the gross negligence or willful
misconduct of such Issuing Lender, as determined by a final judgment of a court
of competent jurisdiction.

11.6 Increased Costs and Taxes Relating to Letters of Credit.

In the event that any Issuing Lender or Lender having a Revolving Loan
Commitment shall determine (which determination shall, absent manifest error, be
final and conclusive and binding upon all parties hereto) that any law, treaty
or governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the
introduction of any new law, treaty or governmental rule, regulation or order),
or any determination of a court or governmental authority, in each case that
becomes effective after the date hereof, or compliance by any Issuing Lender or
Lender having a Revolving Loan Commitment with any guideline, request or
directive issued or made after the date hereof by any central bank or other
governmental or quasi-governmental authority (whether or not having the force of
law):

(i) subjects such Issuing Lender or Lender (or its applicable
lending or letter of credit office) to any additional Tax (other than any
Tax on the overall net income of such Issuing Lender or Lender) with
respect to the issuing or maintaining of any Letters of Credit or the
purchasing or maintaining of any participations therein or any other
obligations under this Section 3, whether directly or by such being imposed
on or suffered by any particular Issuing Lender;

(ii) imposes, modifies or holds applicable any reserve (including
without limitation any marginal, emergency, supplemental, special or other
reserve), special deposit, compulsory loan, FDIC insurance or similar
requirement in respect of any Letters of Credit issued by any Issuing
Lender or participations therein purchased by any Lender; or

(iii) imposes any other condition on or affecting such Issuing
Lender or Lender (or its applicable lending or letter of credit office)
regarding this Section 3 or any Letter of Credit or any participation
therein;

and the result of any of the foregoing is to increase the cost to such Issuing
Lender or Lender of agreeing to issue, issuing or maintaining any Letter of
Credit or agreeing to purchase, purchasing or maintaining any participation
therein or to reduce any amount received or receivable by such Issuing Lender or
Lender (or its applicable lending or letter of credit office) with respect
thereto; then, in any case, Company shall promptly pay to such Issuing Lender or
Lender, upon receipt of the statement referred to in the next sentence, such
additional amount or amounts as may be necessary to compensate such Issuing
Lender or Lender for any such increased cost or reduction in amounts received or
receivable hereunder. Such Issuing Lender or Lender shall deliver to Company a
written statement, setting forth in reasonable detail the basis for calculating
the additional amounts owed to

<PAGE>

such Issuing Lender or Lender under this subsection 3.6, which statement shall
be conclusive and binding upon all parties hereto absent manifest error.

SECTION 4.
CONDITIONS TO LOANS AND LETTERS OF CREDIT

The obligations of Lenders to make Loans and the issuance of Letters of
Credit hereunder are subject to the satisfaction of the following conditions.

4.1 Conditions to Revolving Loans Made on the Closing Date.

The effectiveness of this Agreement is subject to prior or concurrent
satisfaction of the following conditions:

A. Credit Party Documents. On or before the Closing Date, Company shall
deliver or cause to be delivered to Lenders (or to Administrative Agent for
Lenders with sufficient originally executed copies, where appropriate, for each
Lender and its counsel) the following, each, unless otherwise noted, dated the
Closing Date:

(i) Certified copies of each Credit Party's Certificate of
Incorporation or other charter documents (including, in the case of QC III,
its Certificate of Limited Partnership and Statements of Partnership),
together with a good standing certificate from the Secretary of State of
the state of its incorporation and each other state in which it is
qualified as a foreign corporation to do business, each dated a recent date
prior to the Closing Date;

(ii) Copies of each Credit Party's Bylaws (other than QC III),
certified as of the Closing Date by such Credit Party's corporate secretary
or an assistant secretary;

(iii) Resolutions of each Credit Party's Board of Directors (or,
in the case of QC III, all documents of its partners) approving and
authorizing the execution, delivery and performance of each of the Loan
Documents to which it is a party, certified as of the Closing Date by such
Credit Party's corporate secretary or an assistant secretary as being in
full force and effect without modification or amendment;

(iv) Signature and incumbency certificates of each Credit Party's
officers executing any of the Loan Documents;

(v) Executed originals of this Agreement, the Notes (duly executed
in accordance with subsection 2.1D, drawn to the order of each Lender and
with appropriate insertions) and the other Loan Documents and any
amendments to the Collateral Documents that may be required under
subsection 4.1B and 4.1C; and

<PAGE>

(vi) Such other documents as Administrative Agent may reasonably
request.

B. Security Interests. Each Credit Party shall have taken or caused to
be taken (and Collateral Agent shall have received satisfactory evidence
thereof) such actions in such a manner so that Collateral Agent for the benefit
of Lenders has a valid and perfected first priority security interest (subject
to the Liens permitted hereunder) as of such date in the entire Collateral
(other than Deposit Accounts). Such actions shall include, without limitation,
(i) delivery to Collateral Agent of certificates (which certificates shall be
registered in the name of Collateral Agent or properly endorsed in blank for
transfer or accompanied by irrevocable undated powers duly endorsed in blank,
all in form and substance satisfactory to Collateral Agent) representing the
capital stock of each Subsidiary of any such Credit Party pledged pursuant to
the Collateral Documents, delivery to the Collateral Agent of Intercompany Notes
pledged pursuant to the Collateral Documents and delivery to Collateral Agent of
all other instruments (duly endorsed where appropriate) evidencing the
Collateral, (ii) filing of Uniform Commercial Code financing statements as to
the Collateral for all jurisdictions as may be necessary or desirable to perfect
Lenders' security interest in the Collateral, and (iii) delivery of all other
evidence reasonably satisfactory to Collateral Agent that all other filings,
recordings and other actions Collateral Agent deems necessary or advisable to
establish, preserve and perfect the first priority Liens granted to Collateral
Agent on behalf of Lenders shall have been made.

C. Mortgages; Lender's Policies. Each Credit Party (other than any
License Co., WKBW-TV, Inc., QC III, Queen City and Granite Response Television,
Inc.) shall have executed and delivered to Collateral Agent, for the benefit of
Lenders, a Mortgage and such other agreements, instruments and documents as
Administrative Agent may reasonably require in order to effect a valid,
perfected and enforceable first priority lien (subject to any Liens permitted
hereby) and security interest in favor of Collateral Agent on behalf of Lenders
in all of such Person's interests in real property, whether fee or leasehold
interests, and all improvements now or hereafter located thereon (each such
property, a ``Mortgaged Property''). Administrative Agent shall have received
from each Credit Party, as appropriate, a Landlord Consent Letter with respect
to each Mortgage on a Lease other than the KBVO Lease (or, with respect to any
such Mortgage for which a Landlord Consent Letter was delivered in connection
with the Existing Agreement, an acknowledgement from such landlord that the
existing Landlord Consent Letter shall be applicable to such Mortgage) in form
and substance satisfactory to Administrative Agent and an ALTA lender's title
insurance policy or other form of policy satisfactory to Administrative Agent
(``Lender's Policy'') issued by a company or companies satisfactory to
Administrative Agent, in an amount satisfactory to Administrative Agent, with
all premiums paid thereon, and which shall insure that (i) the Obligations of
Company and its Subsidiaries, as applicable, are secured by a valid first Lien
on the Mortgaged Properties subject only to the title exceptions approved by
Administrative Agent, and (ii) Company is current in the payment of all
applicable state and local taxes, charges and assessments affecting the
Mortgaged Properties. The Lender's Policy shall contain, to the extent
available, (1) a comprehensive lender's endorsement, (2) a broad form zoning
endorsement, including parking, (3) a survey accuracy endorsement, (4) a usury
endorsement, (5) appropriate encroachment

<PAGE>

endorsements, (6) a tie-in endorsement, (7) a last-dollar endorsement, (8) a
variable rate endorsement, (9) a revolving loan endorsement, (10) an endorsement
with respect to the amendment of the Obligations effected or contemplated hereby
and (11) such other endorsements as Collateral Agent deems necessary or
advisable, all in form and substance satisfactory to Collateral Agent. No title
indemnities shall be established in connection with the issuance of the Lender's
Policy.

D. Leases. Company shall have delivered an Officer's Certificate in form
and substance reasonably satisfactory to Administrative Agent certifying that
the copies of all real, personal or mixed property leases to which Company or
any Subsidiary of Company is a party and which are subject to a Mortgage in
effect on the date hereof in favor of Collateral Agent and Lenders (the
``Leases'') and heretofore delivered pursuant to the Existing Agreement continue
to be true, complete and correct and in full force and effect (other than that
the KBVO Lease).

E. Environmental Audit. On or before the Closing Date, Company shall
have delivered copies of any/each environmental audit report or such other
information as Administrative Agent may reasonably request relating to the
interests of any Credit Party under the Mortgages, all of the foregoing to be in
form and substance satisfactory to Administrative Agent.

F. Licenses. Each of the FCC Licenses shall be in full force and effect.

G. Refinancing of Loans under Existing Agreement; Fees; Letters of
Credit. On or before the Closing Date, (i) Company shall have paid to
Administrative Agent, for distribution (as appropriate) to Administrative Agent,
Lenders and Departing Lenders, all interest and fees accrued under the Existing
Agreement (including, without limitation, any ``breakage fees'' under subsection
2.6D of the Existing Credit Agreement) on or before the Closing Date and the
fees payable on the Closing Date referred to in subsection 2.3 and (iii) no
Letters of Credit shall be outstanding under the Existing Agreement as of the
Closing Date.

H. Reallocation Amounts; Departing Lender Consent. Administrative Agent
shall have received (i) from each Purchasing Lender the net amount of its
payment required pursuant to subsection 2.1E and (ii) from each Departing Lender
with a copy for each Lender, a copy of its Departing Lender Consent.

I. Compliance Certificate; Satisfaction of Debt Incurrence Ratios. On
the Closing Date, Company shall have delivered (i) a Compliance Certificate,
substantially in the form of Exhibit VI hereto, demonstrating in reasonable
detail compliance on a pro forma basis by Company and its Subsidiaries as of the
Closing Date with the restrictions set forth in Section 7 and (ii) a certificate
of the chief financial officer of Company stating that, as of the Closing Date,
Company is able to incur at least the aggregate amount of Loans continued or
borrowed on the Closing Date without causing an event of default or event or
condition that, after notice or the lapse of time, or both, would become an
event of default

<PAGE>

under the Existing Subordinated Note Documents, and shall demonstrate in
reasonable detail satisfaction on a pro forma basis as of the Closing Date by
Company and its Subsidiaries of the debt incurrence tests set forth in Section
1008 of the 10-3/8% Subordinated Note Indenture, Section 1008 of the 9-3/8%
Subordinated Note Indenture and Section 1008 of the 8-7/8% Subordinated Note
Indenture.

J. Opinions of Company's Counsel. Administrative Agent shall have
received, for distribution to Lenders and their respective counsel, originally
executed copies of one or more favorable written opinions of Akin, Gump,
Strauss, Hauer & Feld, L.L.P., counsel for Company, in form and substance
reasonably satisfactory to Administrative Agent and its counsel, dated as of the
Closing Date and setting forth substantially the matters in the opinions
designated in Exhibit VII annexed hereto and as to such other matters as
Administrative Agent acting on behalf of Lenders may reasonably request.

K. Opinions of Administrative Agent's Counsel. Administrative Agent
shall have received, for distribution to Lenders, originally executed copies of
one or more favorable written opinions of O'Melveny & Myers LLP, counsel to
Administrative Agent, dated as of the Closing Date, substantially in the form of
Exhibit IX annexed hereto and as to such other matters as Administrative Agent
acting on behalf of Lenders may reasonably request.

L. Opinions of Company's Local Counsel. Administrative Agent shall have
received, for distribution to Lenders and their respective counsel, originally
executed copies of one or more favorable written opinions of local counsel of
Company in the States of California, Indiana, Illinois, Minnesota, Michigan and
New York in each case dated as of the date hereof, substantially in the form of
Exhibits VIII-A to VIII-F annexed hereto, as to matters relating to the
Mortgages.

M. Acceptance by Process Agent. Administrative Agent shall have received
a letter substantially in the form of Exhibit XI annexed hereto from the initial
agent for service of process designated by Company in subsection 10.17.

N. Evidence of Insurance. Collateral Agent shall have received an
Officers' Certificate of Company setting forth a schedule of insurance with
respect to each of the insurance policies required pursuant to subsection 6.4
hereof, and Collateral Agent shall be satisfied with the nature and scope of
these insurance policies and each such insurance policy shall name Collateral
Agent on behalf of Lenders as loss payee and shall have a lender's loss payable
endorsement in form acceptable to Administrative Agent.

O. No Material Adverse Effect. Since December 31, 1997, no Material
Adverse Effect (in the sole opinion of Administrative Agent) shall have
occurred.

P. Solvency Certificate. On or before the Closing Date, Company shall
have delivered a certificate of the chief financial officer of Company,
substantially in the form of Exhibit XVI annexed hereto, with appropriate
attachments, demonstrating that, after giving effect to the transactions
contemplated by this Agreement, the fair salable value of the

<PAGE>

assets of Company will not be less than the probable liability on its debts,
that Company will be able to pay its debts as they mature and that Company will
not have unreasonably small capital to conduct its business, all in form and
substance reasonably satisfactory to Administrative Agent and Requisite Lenders.

Q. Representations and Warranties; Performance of Agreements.
(i) Company shall have delivered to Administrative Agent an Officers'
Certificate, in form and substance satisfactory to Administrative Agent, to the
effect that the representations and warranties in Section 5 hereof are true,
correct and complete in all material respects on and as of the Closing Date to
the same extent as though made on and as of that date and that Company shall
have performed in all material respects all agreements and satisfied all
conditions which this Agreement provides shall be performed or satisfied by it
on or before the Closing Date except as otherwise disclosed to and agreed to in
writing by Administrative Agent and Requisite Lenders and (ii) each Subsidiary
shall have delivered to Administrative Agent an Officers' Certificate, in form
and substance satisfactory to Administrative Agent, to the effect that the
representations and warranties of such Subsidiaries set forth in the Subsidiary
Guaranty and the Subsidiary Pledge and Security Agreement are true, correct and
complete in all material respects on and as of the Closing Date to the same
extent as though made on and as of that date and that such Subsidiaries shall
have performed in all material respects all agreements and satisfied all
conditions which the Subsidiary Guaranty and the Subsidiary Pledge and Security
Agreement provide shall be performed or satisfied by it on or before the Closing
Date except as otherwise disclosed to and agreed to in writing by Administrative
Agent and Requisite Lenders.

R. Completion of Proceedings. All corporate and other proceedings taken
or to be taken in connection with the transactions contemplated hereby and all
documents incidental thereto not previously found acceptable by Administrative
Agent, acting on behalf of Lenders, and its counsel shall be satisfactory in
form and substance to Administrative Agent and such counsel, and Administrative
Agent and such counsel shall have received all such counterpart originals or
certified copies of such documents as Administrative Agent may reasonably
request.

4.2 Conditions to All Loans.

The obligations of Lenders to make Loans on each Funding Date shall be
subject to the following further conditions precedent:

A. With respect to any Additional Credit Loans, the conditions precedent
specified in subsection 4.5 shall have been satisfied with respect to the
applicable Additional Credit Commitment.

B. Administrative Agent shall have received before that Funding Date, in
accordance with the provisions of subsection 2.1B, an originally executed Notice
of Borrowing, in each case signed by the chief executive officer, the chief
financial officer or the treasurer of Company or by any executive officer of
Company designated by any of the

<PAGE>

above-described officers on behalf of Company in a writing delivered to
Administrative Agent.

C. As of that Funding Date:

(i) The representations and warranties contained herein and
in the other Loan Documents shall be true, correct and complete in all
material respects on and as of that Funding Date to the same extent as
though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date,
in which case such representations and warranties shall have been true,
correct and complete in all material respects on and as of such earlier
date;

(ii) No event shall have occurred and be continuing or would
result from the consummation of the borrowing contemplated by such
Notice of Borrowing that would constitute an Event of Default or a
Potential Event of Default;

(iii) Company shall have performed in all material respects all
agreements and satisfied all conditions which this Agreement provides shall
be performed or satisfied by it on or before that Funding Date;

(iv) No order, judgment or decree of any court, arbitrator or
governmental authority shall purport to enjoin or restrain any Lender from
making the Loans to be made by it on that Funding Date;

(v) The making of the Loans requested on such Funding Date
shall not violate any law including, without limitation, Regulation G,
Regulation T, Regulation U or Regulation X of the Board of Governors of
the Federal Reserve System; and

(vi) There shall not be pending or, to the knowledge of Company,
threatened, any action, suit, proceeding, governmental investigation or
arbitration against or affecting Company or any of its Subsidiaries or any
property of Company or any of its Subsidiaries that has not been disclosed
by Company in writing pursuant to subsection 5.6 or 6.1(x) prior to the
making of the last preceding Loans (or, in the case of the Loans made upon
the Closing Date, prior to the execution of this Agreement), and there
shall have occurred no development not so disclosed in any such action,
suit, proceeding, governmental investigation or arbitration so disclosed,
that, in either event, in the opinion of Administrative Agent or of
Requisite Lenders, would be expected to have a Material Adverse Effect; and
no injunction or other restraining order shall have been issued and no
hearing to cause an injunction or other restraining order to be issued
shall be pending or noticed with respect to any action, suit or proceeding
seeking to enjoin or otherwise prevent the consummation of, or to recover
any damages or obtain relief as a result of, the transactions contemplated
by this Agreement or the making of Loans hereunder.

<PAGE>

4.3 Conditions to Letters of Credit.

The issuance of any Letter of Credit hereunder (whether or not the
applicable Issuing Lender is obligated to issue such Letter of Credit) is
subject to the following conditions precedent:

A. On or before the date of issuance of such Letter of Credit,
Administrative Agent shall have received, in accordance with the provisions of
subsection 3.1B(i), an originally executed Notice of Request to Issue a Letter
of Credit, in each case signed by the chief executive officer, the chief
financial officer or the treasurer of Company or by any executive officer of
Company designated by any of the above-described officers on behalf of Company
in a writing delivered to Administrative Agent, together with all other
information specified in subsection 3.1B(i) and such other documents or
information as the applicable Issuing Lender may reasonably require in
connection with the issuance of such Letter of Credit.

B. On the date of issuance of such Letter of Credit, all conditions
precedent described in subsection 4.2C shall be satisfied to the same extent as
if the issuance of such Letter of Credit were the making of a Loan and the date
of issuance of such Letter of Credit were a Funding Date.

4.4 Additional Conditions to Additional Credit Loans and Revolving Loans to
Fund Acquisitions.

The obligations of Lenders to make Additional Credit Loans and Revolving
Loans in connection with any Acquisition shall be subject to the effectiveness
of this Agreement pursuant to subsection 4.1 and, in addition to, but without
duplication of, the conditions precedent specified in subsection 4.2 (and in the
case of Additional Credit Loans only, subsection 4.5), shall be subject to prior
or concurrent satisfaction of the following conditions (it being understood and
agreed that Company shall not be required to comply with the conditions set
forth in this subsection 4.4 (other than the conditions set forth in subsection
4.4B) with respect to any Additional Credit Loans or Revolving Loans made in
connection with an Acquisition solely of an LMA):

A. Credit Party Documents. On or before each Acquisition Closing Date,
Company shall deliver or cause to be delivered to Lenders (or to Administrative
Agent for Lenders with sufficient originally executed copies, where appropriate,
for each Lender and its counsel) the following, each, unless otherwise noted,
dated such Acquisition Closing Date:

(i) Certified copies of each Acquisition Subsidiary's Certificate of
Incorporation or other charter documents, together with a good standing
certificate from the Secretary of State of the state of its incorporation
and each other state in which it is qualified as a foreign corporation to
do business, each dated a recent date prior to such Acquisition Closing
Date;

<PAGE>

(ii) Copies of each Acquisition Subsidiary's Bylaws, certified as of
such Acquisition Closing Date by such Credit Party's corporate secretary or
an assistant secretary;

(iii) Resolutions of each Acquisition Subsidiary's Board of
Directors approving and authorizing the execution, delivery and performance
of each of the Loan Documents to which it is a party, certified as of such
Acquisition Closing Date by such Credit Party's corporate secretary or an
assistant secretary as being in full force and effect without modification
or amendment;

(iv) Signature and incumbency certificates of each Acquisition
Subsidiary's officers executing any of the Loan Documents;

(v) Executed originals of counterparts to the Guaranty and the
Subsidiary Pledge and Security Agreement and the other Loan Documents and
Collateral Documents that may be required under subsection 4.4H and 4.4I;
and

(vi) Such other documents as Administrative Agent may reasonably
request.

B. Delivery of Acquisition Agreement. The form and substance of the
applicable Acquisition Agreement shall be in all respects reasonably
satisfactory to Administrative Agent, and Company shall have delivered to
Administrative Agent true and complete copies of such Acquisition Agreement,
including any amendments, modifications and supplements thereto and the other
documents delivered in connection therewith as of such Acquisition Closing Date
(which shall be in form reasonably satisfactory to Administrative Agent),
certified by an officer of Company.

C. Acquisition. Concurrent with the making of the Additional Credit
Loans or Revolving Loans, as the case may be, the Acquisition shall become
effective in accordance with the applicable Acquisition Agreement, without any
material variation therefrom, except as disclosed to Lenders and consented to in
writing by Administrative Agent.

D. Delivery of Opinions of Counsel. On or before each Acquisition
Closing Date, Company shall obtain and deliver for Administrative Agent and
Lenders originally executed copies of the favorable written opinions of each of
the counsel referred to in the applicable Acquisition Agreement, in form and
substance satisfactory to Administrative Agent and its counsel, dated as of such
Acquisition Closing Date, as to the matters specified in such agreements, and
each such opinion of counsel shall state that Administrative Agent and Lenders
are entitled to rely thereon.

E. Licenses Transfer. (i) All necessary FCC Licenses with respect to any
radio or television broadcast station to be acquired in connection with such
Acquisition shall be in full force and effect, (ii) the applicable FCC Consent
shall have been obtained in form and substance satisfactory to Administrative
Agent and either (x) such FCC Consent and all other Governmental Authorizations
from the FCC required in connection with such

<PAGE>

acquisition shall not have been reversed, stayed, enjoined, set aside, annulled
or suspended and the time for filing a request for administrative or judicial
relief with respect to such consent, or for instituting administrative review
thereof sua sponte, shall have expired without any such filing having been made
or notice of such review having been issued, or, in the event of such filing or
review sua sponte, such filing or review sua sponte shall have been disposed of
favorably to the grant of such consent and the time for seeking further relief
with respect thereto shall have expired without any request for such further
relief having been filed (with respect to any FCC License, including, without
limitation, the Company FCC Licenses, referred to herein as a ``Final Order''),
or (y) Administrative Agent and Requisite Lenders shall not have notified
Company that they have determined, in their sole discretion, that there is a
reasonable basis for concluding that such FCC Consent may not become a Final
Order in due course, and (iii) the transfer of the related FCC Licenses to the
applicable License Co. shall have been consummated.

F. Environmental Audit. On or before each Acquisition Closing Date,
Company shall have delivered copies of each environmental audit report or such
other information as Administrative Agent may reasonably request relating to the
interests of any Acquisition Subsidiary in the Acquisition Assets, all of the
foregoing to be in form and substance reasonably satisfactory to Administrative
Agent.

G. Acquisition Assets and Liabilities. As of each Acquisition Closing
Date the Acquisition Assets acquired pursuant to the consummation of the
applicable Acquisition Agreement shall be free and clear of all Liens (other
than Permitted Encumbrances and Liens created pursuant to the Collateral
Documents) and all assets and liabilities assumed by Company and any Acquisition
Subsidiary pursuant to such Acquisition Agreement shall be reasonably acceptable
to Administrative Agent.

H. Delivery of Mortgages; Mortgage Policies. Administrative Agent shall
have received (A) from each Acquisition Subsidiary (other than any License Co.)
fully executed and acknowledged Subsidiary Mortgages, in each case in form and
substance reasonably satisfactory to Administrative Agent and its counsel, and
each Acquisition Subsidiary (other than any License Co.) shall execute and
deliver such other agreements, instruments and documents as Administrative Agent
may reasonably require in order to effect a valid, perfected and enforceable
first priority lien (subject to any Liens permitted hereby) and security
interest in favor of Collateral Agent on behalf of Lenders in all of such
Person's interests in real property, whether fee or leasehold interests, and all
improvements now or hereafter located thereon (each such property, an ``Acquired
Mortgaged Property''), (B) a Landlord Consent Letter with respect to each
Subsidiary Mortgage on a Lease forming part of the Acquired Mortgaged Property,
and (C) a Lender's Policy issued by a company or companies satisfactory to
Administrative Agent, in an amount reasonably acceptable to Administrative
Agent, with all premiums paid thereon, and which shall insure that (i) the
Obligations of Company are secured by a valid first Lien on the Acquired
Mortgaged Properties subject only to the title exceptions approved by
Administrative Agent, and (ii) Company is current in the payment of all
applicable state and local taxes, charges and assessments affecting the Acquired
Mortgaged Property. The Lender's Policy shall contain,

<PAGE>

to the extent available, (1) a comprehensive lender's endorsement, (2) a broad
form zoning endorsement, including parking, (3) a survey accuracy endorsement,
(4) a usury endorsement, (5) appropriate encroachment endorsements, (6) a tie-in
endorsement, (7) a last-dollar endorsement, (8) a variable rate endorsement,
(9) a revolving loan endorsement, (10) an endorsement with respect to the
amendment of the Obligations effected or contemplated hereby and (11) such other
endorsements as Collateral Agent deems necessary or advisable, all in form and
substance satisfactory to Collateral Agent. No title indemnities shall be
established in connection with the issuance of the Lender's Policy.
Administrative Agent shall have received evidence satisfactory to Administrative
Agent as to whether (a) the Acquired Mortgaged Property is in an area designated
by the Federal Emergency Management Agency as having special flood or mud slide
hazards (a ``Flood Hazard Property'') and (b) the community in which such Flood
Hazard Property is located is participating in the National Flood Insurance
Program; and, if such Acquired Mortgaged Property contains any Flood Hazard
Property, Administrative Agent shall have received the applicable Acquisition
Subsidiary's, as the case may be, written acknowledgement of receipt of written
notification from Administrative Agent (x) as to the existence of such Flood
Hazard Property and (y) as to whether the community in which such Flood Hazard
Property is located is participating in the National Flood Insurance Program.

I. Security Interests. To the extent not otherwise satisfied pursuant to
subsection 4.1B, each Credit Party shall have taken or caused to be taken (and
Collateral Agent shall have received satisfactory evidence thereof) such actions
in such a manner so that Collateral Agent has a valid and perfected first
priority security interest (subject to any Liens permitted hereby) as of such
date in the entire Acquisition Assets to the extent provided for in the
Collateral Documents. Such actions shall include, without limitation,
(i) delivery to Collateral Agent of certificates (which certificates shall be
registered in the name of Collateral Agent or properly endorsed in blank for
transfer or accompanied by irrevocable undated stock powers duly endorsed in
blank, all in form and substance satisfactory to Collateral Agent) representing
the partnership interests, to the extent such interests are evidenced by
certificates, and capital stock pledged pursuant to the Collateral Documents and
delivery to Collateral Agent of all other instruments (duly endorsed where
appropriate) evidencing the Acquisition Assets, as applicable, (ii) filing of
Uniform Commercial Code financing statements as to the Acquisition Assets for
all jurisdictions as may be necessary or desirable to perfect Lenders security
interests in the Acquisition Assets, and (iii) delivery of all other evidence
reasonably satisfactory to Collateral Agent that all other filings, recordings
and other actions Collateral Agent deems reasonably necessary or advisable to
establish, preserve and perfect the first priority Liens granted to Collateral
Agent on behalf of Lenders shall have been made.

J. Delivery of Compliance Certificate. On each Acquisition Closing Date,
Company shall have delivered a Compliance Certificate, substantially in the form
of Exhibit VI hereto, demonstrating in reasonable detail compliance, on a Pro
Forma Basis, by Company and its Subsidiaries as of such Acquisition Closing Date
with the restrictions set forth in Section 7.

<PAGE>

K. Evidence of Insurance. Collateral Agent shall have received an
Officers' Certificate of Company setting forth a schedule of insurance with
respect to each of the insurance policies required pursuant to subsection 6.4
hereof, and Collateral Agent shall be satisfied with the nature and scope of
these insurance policies and each such insurance policy shall name Collateral
Agent on behalf of Lenders as loss payee.

L. Delivery of Solvency Certificate. On or before each Acquisition
Closing Date, Company shall have delivered a certificate of the chief financial
officer of Company, substantially in the form of Exhibit XVI annexed hereto,
with appropriate attachments, demonstrating that, after giving effect to the
transactions contemplated by this Agreement, including the making of the Loans
on such Acquisition Closing Date and the application of proceeds as contemplated
herein, the fair salable value of the assets of Company will not be less than
the probable liability on its debts, that Company will be able to pay its debts
as they mature and that Company will not have unreasonably small capital to
conduct its business, all in form and substance reasonably satisfactory to
Administrative Agent and Requisite Lenders.

M. Delivery of Opinions of Credit Parties Counsel. Lenders and their
respective counsel shall have received originally executed copies of one or more
favorable written opinions of (i) each of the local counsel to Company in the
jurisdictions where the Acquisition Assets are located, in form and substance
reasonably satisfactory to Administrative Agent and their counsel, dated as of
the applicable Acquisition Closing Date and as to such matters as Administrative
Agent may reasonably request, and (ii) Company's FCC counsel acceptable to
Administrative Agent, in form and substance reasonably satisfactory to
Administrative Agent, as to such matters as Administrative Agent may reasonably
request.

N. Officer's Certificate. Company shall have delivered an Officer's
Certificate in form and substance satisfactory to Administrative Agent
containing supplements to the Schedules to this Agreement, which supplements
shall in all respects be satisfactory to Administrative Agent, in its sole
discretion, and certifying that the representations and warranties of Company
set forth herein are true and correct as of the applicable Acquisition Closing
Date after giving effect to the related Acquisition and such supplements to the
Schedules hereto.

O. Additional Requirements. Company shall have complied with each of the
requirements set forth in subsection 7.7(vi).

4.5 Conditions to Additional Credit Commitments.

The effectiveness of any Additional Credit Commitment shall be subject to
the effectiveness of this Agreement pursuant to subsection 4.1 and shall be
subject to prior or concurrent satisfaction of the following conditions:

<PAGE>

A. Company Documents. On or before the applicable Additional Credit
Facility Closing Date, Company shall deliver or cause to be delivered to Lenders
(or to Administrative Agent for Lenders with sufficient originally executed
copies, where appropriate, for each Lender and its counsel) the following, each,
unless otherwise noted, dated such Additional Credit Facility Closing Date:

(i) Certified copies of Company's Certificate of Incorporation or
other charter documents, together with a good standing certificate from the
Secretary of State of the state of its incorporation and each other state
in which it is qualified as a foreign corporation to do business, each
dated a recent date prior to such Additional Credit Facility Closing Date;

(ii) Copies of Company's Bylaws, certified as of such Additional
Credit Facility Closing Date by Company's corporate secretary or an
assistant secretary;

(iii) Resolutions of Company's Board of Directors approving and
authorizing the execution, delivery and performance of such Additional
Credit Facility Supplement and any other Loan Documents to be executed in
connection therewith, certified as of the Additional Credit Facility
Closing Date by Company's corporate secretary or an assistant secretary as
being in full force and effect without modification or amendment;

(iv) Signature and incumbency certificates of Company's officers
executing such Additional Credit Facility Supplement and any other Loan
Documents to be executed in connection therewith;

(v) Executed originals of the applicable Additional Credit Facility
Supplement, the applicable Additional Credit Notes (duly executed in
accordance with subsection 2.1D, drawn to the order of each applicable
Additional Credit Lender and with appropriate insertions) and the other
Loan Documents, any amendments to the Mortgages that may be required
because of the increase in the Commitments, and any amendments to the
Collateral Documents that may be required under subsection 4.5C; and

(vi) Such other documents as Administrative Agent may reasonably
request.

B. Opinions of Company's Counsel. Administrative Agent shall have
received, for distribution to Lenders and their respective counsel, originally
executed copies of one or more favorable written opinions of Akin, Gump,
Strauss, Hauer & Feld, L.L.P., counsel for Company, in form and substance
reasonably satisfactory to Administrative Agent and its counsel, dated as of the
applicable Additional Credit Facility Closing Date and setting forth
substantially such matters as Administrative Agent acting on behalf of Lenders
may reasonably request.

<PAGE>

C. Collateral Documents. Each Credit Party shall have taken or caused to
be taken all actions specified in subsections 4.1B, 4.1C and 4.1L as if such
subsections applied as of the Additional Credit Facility Closing Date.

D. Compliance Certificate; Satisfaction of Debt Incurrence Ratios. On
the applicable Additional Credit Facility Closing Date, Company shall have
delivered to Administrative Agent (i) a Compliance Certificate, substantially in
the form of Exhibit VI hereto, demonstrating in reasonable detail compliance, on
a pro forma basis by Company and its Subsidiaries as of such Additional Credit
Facility Closing Date with the restrictions set forth in Section 7 and (ii) a
certificate of the chief financial officer of Company stating that, as of the
Closing Date, Company is able to incur an aggregate amount of debt at least
equal to the Loans as of such date (after giving effect to any Loans to be drawn
on such date) without causing an event of default or event or condition that,
after notice or the lapse of time, or both, would become an event of default
under the Existing Subordinated Note Documents or the documents relating to any
Additional Subordinated Indebtedness, and shall demonstrate in reasonable detail
satisfaction on a pro forma basis as of the Closing Date by Company and its
Subsidiaries of the debt incurrence tests set forth in Section 1008 of the
10-3/8% Subordinated Note Indenture, Section 1008 of the 9-3/8% Subordinated
Note Indenture, Section 1008 of the 8-7/8% Subordinated Note Indenture and any
comparable provision of any documents relating to Additional Subordinated
Indebtedness.

E. Solvency Certificate. On or before the applicable Additional Credit
Facility Closing Date, Company shall have delivered to Administrative Agent a
certificate of the chief financial officer of Company, substantially in the form
of Exhibit XVI annexed hereto, with appropriate attachments, demonstrating that,
after giving effect to the Additional Credit Commitment and the transactions
contemplated by this Agreement, the fair salable value of the assets of Company
will not be less than the probable liability on its debts, that Company will be
able to pay its debts as they mature and that Company will not have unreasonably
small capital to conduct its business, all in form and substance reasonably
satisfactory to Administrative Agent and Requisite Lenders.

SECTION 5.
COMPANY'S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Agreement and to make the
Loans, to induce Issuing Lenders to issue Letters of Credit and to induce other
Lenders to purchase participations therein, Company represents and warrants to
each Lender, on the date of this Agreement, on each Funding Date and on the date
of issuance of each Letter of Credit, that the following statements are true,
correct and complete:

5.1 Organization, Powers, Qualification, Good Standing, Business and
Subsidiaries.

A. Organization and Powers. Each Credit Party (other than QC III) is a
corporation duly organized, validly existing and in good standing under the laws
of its state

<PAGE>

of incorporation and has all requisite corporate power and authority to own and
operate its properties, to carry on its business as now conducted and as
proposed to be conducted, to enter into the Loan Documents to which it is a
party, to carry out the transactions contemplated hereby and thereby and, in the
case of Company, to issue and pay the Notes. QC III is a limited partnership
duly formed and validly existing under the laws of the State of Delaware and has
all requisite partnership power and authority to own and operate its properties,
to carry on its business as now conducted and proposed to be conducted, to enter
into the Loan Documents to which it is a party and to carry out the transactions
contemplated hereby and thereby.

B. Qualification and Good Standing. Each Credit Party is qualified to do
business and in good standing in every jurisdiction where its assets are located
and wherever necessary to carry out its business and operations, except in
jurisdictions where the failure to be so qualified or in good standing has not
had and will not have a Material Adverse Effect.

C. Conduct of Business. Company and its Subsidiaries are engaged only in
the businesses permitted to be engaged in pursuant to subsection 7.13.

D. Subsidiaries. All of the Subsidiaries of Company as of the Closing
Date are identified in Schedule 5.1 annexed hereto, as it may be supplemental
pursuant to subsection 4.4N. The capital stock of each of the Subsidiaries of
Company (other than QC III) is duly authorized, validly issued, fully paid and
nonassessable and none of such capital stock constitutes Margin Stock.
Schedule 5.1 annexed hereto, as it may be supplemented pursuant to
subsection 4.4N, correctly sets forth the ownership interest of Company in each
of its Subsidiaries identified therein.

E. Acquisitions. Company and each Subsidiary making any Acquisition
shall have the corporate, partnership or other power to consummate such
Acquisition upon the consummation thereof, on the terms set forth in the
applicable Acquisition Agreement. Upon the consummation of any Acquisition,
such Acquisition shall have been duly authorized by all necessary action of
Company and any of its Subsidiaries participating therein.

5.2 Authorization of Borrowing, etc.

A. Authorization of Borrowing. The execution, delivery and performance
of the Loan Documents and the issuance, delivery and payment of the Notes and
Intercompany Notes have been duly authorized by all necessary corporate or
partnership action, as the case may be, on the part of each Credit Party party
thereto.

B. No Conflict. The execution, delivery and performance by each Credit
Party of the Loan Documents to which it is a party, the issuance, delivery and
payment of the Notes and the consummation of the transactions contemplated by
the Loan Documents and the issuance of the Subordinated Indebtedness and, from
and after any Acquisition Closing

<PAGE>

Date, the consummation of the related Acquisition, do not and will not
(i) violate any provision of any law or any governmental rule or regulation
applicable to Company or any other Credit Party, the Certificate of
Incorporation, other charter documents or Bylaws of Company or any other Credit
Party, or any order, judgment or decree of any court or other agency of
government binding on Company or any other Credit Party, (ii) conflict with,
result in a breach of or constitute (with due notice or lapse of time or both) a
default under any Contractual Obligation of Company or any other Credit Party,
(iii) result in or require the creation or imposition of any Lien upon any of
the properties or assets of Company or any other Credit Party, (other than any
Liens created under any of the Loan Documents in favor of Collateral Agent on
behalf of Lenders), or (iv) require any approval of stockholders or any approval
or consent of any Person under any Contractual Obligation of Company or any
other Credit Party, except for such approvals or consents which will be obtained
on or before the Closing Date (or, in the case of an Acquisition, on or before
the applicable Acquisition Closing Date) and disclosed in writing to Lenders.

C. Governmental Consents. The execution, delivery and performance by
each Credit Party of the Loan Documents, and the Existing Subordinated Note
Documents to which it is a party, the issuance, delivery and payment of the
Notes, the issuance, delivery and payment of the Existing Subordinated Notes
pursuant to the Existing Subordinated Note Documents, and the consummation of
the transactions contemplated by the Loan Documents and the Existing
Subordinated Note Documents do not and will not require any registration with,
consent or approval of, or notice to, or other action to, with or by, any
federal, state or other governmental authority or regulatory body, except for
(i) such consents, approvals, filings, recordations and registrations as
contemplated by the Collateral Documents in order to perfect, continue or
enforce the security interests in the Collateral thereunder, (ii) routine
corporate filings to maintain the corporate good standing of Company and its
Subsidiaries, (iii) filing of the Borrower Pledge and Security Agreement and the
Subsidiary Pledge and Security Agreement with the FCC, (iv) the consents of the
FCC set forth under subsection 6.14 and (v) with respect to any Acquisition,
such consents, filings, approvals and authorizations as shall have been made or
obtained prior to the consummation of such Acquisition.

D. Binding Obligation. Each of the Loan Documents has been duly executed
and delivered by each Credit Party party thereto and is the legally valid and
binding obligation of such Person, enforceable against such Person in accordance
with its respective terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability.

E. Valid Issuance of Company Common Stock, Convertible Preferred Stock,
Exchangeable Preferred Stock and Subordinated Indebtedness. The Company Common
Stock, Convertible Preferred Stock and Exchangeable Preferred Stock has been
duly and validly issued, fully paid and nonassessable. No stockholder of
Company has or will have any preemptive rights to subscribe for any additional
Securities of Company. The Existing Subordinated Note Documents (and all other
Subordinated Indebtedness) are the legally

<PAGE>

valid and binding obligations of Company, enforceable against Company in
accordance with their respective terms, except as may be limited by bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors' rights generally or by equitable principles relating to
enforceability. The subordination provisions of the Existing Subordinated Note
Documents (and all other Subordinated Indebtedness) will be enforceable against
the holders thereof and the Loans and all other monetary Obligations of Company
hereunder are and will be within the definition of ``Senior Debt'' included in
such provisions, to the extent that they are obligations of Company in respect
of principal, interest, reimbursements of amounts drawn under Letters of Credit,
penalties, fees, expenses, indemnification or other reimbursements. The
issuance and sale of the Company Common Stock, the Convertible Preferred Stock,
Exchangeable Preferred Stock and the Subordinated Indebtedness either (a) has
been registered or qualified under applicable federal and state securities laws
or (b) was exempt therefrom.

5.3 Financial Condition.

Company has heretofore delivered to Lenders, at Lenders' request, the
following financial statements and information: (i) the audited consolidated
balance sheets of Company and its Subsidiaries as at December 31, 1997 and the
related consolidated statements of income, stockholders' equity and cash flows
of Company and its Subsidiaries for the Fiscal Year then ended and (ii) the
unaudited consolidated balance sheets of Company and its Subsidiaries as at
March 31, 1998 and the related unaudited consolidated statements of income,
stockholders' equity and cash flows of Company and its Subsidiaries for the
three months then ended. All such statements were prepared in conformity with
GAAP and fairly present the financial position (on a consolidated basis) of the
entities described in such financial statements as at the respective dates
thereof and the results of operations and cash flows (on a consolidated basis)
of the entities described therein for each of the periods then ended, subject,
in the case of any such unaudited financial statements, to changes resulting
from audit and normal year-end adjustments. As of the Closing Date, Company
does not (and will not following the funding of the Loans, if any, to be made on
the Closing Date) have any Contingent Obligation, contingent liability or
liability for taxes, long-term lease or unusual forward or long-term commitment
that is not reflected in the foregoing financial statements or the notes thereto
and which in any such case is material in relation to the business, operations,
properties, assets, condition (financial or otherwise) or prospects of Company
or any of its Subsidiaries.

5.4 No Material Adverse Change; No Restricted Junior Payments.

Since December 31, 1997, no event or change has occurred that has caused or
evidences, either in any case or in the aggregate, a Material Adverse Effect.
Since the 1993 Closing Date, neither Company nor any of its Subsidiaries has
directly or indirectly declared, ordered, paid or made, or set apart any sum or
property for, any Restricted Junior Payment or agreed to do so except as
permitted by subsection 7.5.

<PAGE>

5.5 Title to Properties; Liens.

Company and its Subsidiaries have good, sufficient and legal title to all
of their respective properties and assets reflected in the financial statements
referred to in subsection 5.3 or in the most recent financial statements
delivered pursuant to subsection 6.1, except for assets disposed of since the
date of such financial statements in the ordinary course of business or as
otherwise permitted under subsection 7.7. Except as permitted by this
Agreement, all such properties and assets are free and clear of Liens.

5.6 Litigation; Adverse Facts.

There is no action, suit, proceeding, arbitration or governmental
investigation (whether or not purportedly on behalf of Company or any of its
Subsidiaries) at law or in equity or before or by any federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, pending or, to the knowledge of Company,
threatened against or affecting Company or any of its Subsidiaries or any
property of Company or any of its Subsidiaries that has had, or could reasonably
be expected to result in, a Material Adverse Effect. Neither Company nor any of
its Subsidiaries is (i) in violation of any applicable law that has had, or
could reasonably be expected to result in, a Material Adverse Effect or
(ii) subject to or in default with respect to any final judgment, writ,
injunction, decree, rule or regulation of any court or any federal, state,
municipal or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, that has had, or could reasonably be
expected to result in, a Material Adverse Effect.

5.7 Payment of Taxes.

Except to the extent permitted by subsection 6.3, all tax returns and
reports of Company and its Subsidiaries required to be filed by any of them have
been timely filed, and all taxes, assessments, fees and other governmental
charges upon Company and its Subsidiaries and upon their respective properties,
assets, income, businesses and franchises which are due and payable have been
paid when due and payable. Company knows of no proposed tax assessment against
Company or any of its Subsidiaries which is not being actively contested by
Company or such Subsidiary in good faith and by appropriate proceedings;
provided that such reserves or other appropriate provisions, if any, as shall be
required in conformity with GAAP shall have been made or provided therefor.

5.8 Performance of Agreements; Materially Adverse Agreements.

A. Neither Company nor any of its Subsidiaries is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any of its Contractual Obligations, and no condition
exists that, with the giving of notice or the lapse of time or both, would
constitute such a default, except where the consequences, direct or indirect, of
such default or defaults, if any, would not have a Material Adverse Effect.

<PAGE>

B. Neither Company nor any of its Subsidiaries is a party to or is
otherwise subject to any agreement or instrument or any charter or other
internal restriction which contains any overly burdensome or restrictive
provision, the compliance with which could reasonably be expected to result in,
individually or in the aggregate, a Material Adverse Effect.

5.9 Governmental Regulation.

Neither Company nor any of its Subsidiaries is subject to regulation under
the Public Utility Holding Company Act of 1935, the Federal Power Act, the
Interstate Commerce Act or the Investment Company Act of 1940 or under any other
federal or state statute or regulation which may limit its ability to incur
Indebtedness or which may otherwise render all or any portion of the Obligations
unenforceable.

5.10 Securities Activities.

Neither Company nor any of its Subsidiaries is engaged principally, or as
one of its important activities, in the business of extending credit for the
purpose of purchasing or carrying any Margin Stock.

5.11 Employee Benefit Plans.

A. Company and each of its ERISA Affiliates are in substantial compliance
with all applicable provisions and requirements of ERISA and the regulations and
published interpretations thereunder with respect to each Employee Benefit Plan,
and have performed all their obligations under each Employee Benefit Plan.

B. No ERISA Event has occurred or is reasonably expected to occur.

C. Except to the extent required under Section 4980B of the Internal
Revenue Code, no Employee Benefit Plan provides health or welfare benefits
(through the purchase of insurance or otherwise) for any retired or former
employees of Company or any of its ERISA Affiliates.

D. As of the most recent valuation date for any Pension Plan, the amount
of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA),
individually or in the aggregate for all Pension Plans (excluding for purposes
of such computation any Pension Plans with respect to which assets exceed
benefit liabilities), does not exceed $1,000,000.

5.12 Certain Fees.

Except as set forth on Schedule 5.12 annexed hereto, as it may be
supplemented pursuant to subsection 4.4N, no broker's or finder's fee or
commission will be payable with respect to this Agreement or any of the
transactions contemplated hereby, and Company hereby indemnifies Lenders
against, and agrees that it will hold Lenders harmless from, any

<PAGE>

claim, demand or liability for any such broker's or finder's fees alleged to
have been incurred in connection herewith or therewith and any expenses
(including reasonable fees, expenses and disbursements of counsel) arising in
connection with any such claim, demand or liability.

5.13 Environmental Protection.

Except as set forth in Schedule 5.13 annexed hereto (as it may be
supplemented pursuant to subsection 4.4N):

(i) the operations of Company and each of its Subsidiaries
(including, without limitation, all operations and conditions at or in the
Facilities) comply in all material respects with all Environmental Laws;

(ii) Company and each of its Subsidiaries have obtained all
Governmental Authorizations under Environmental Laws necessary to their
respective operations, and all such Governmental Authorizations are in good
standing, and Company and each of its Subsidiaries are in compliance with
all material terms and conditions of such Governmental Authorizations;

(iii) neither Company nor any of its Subsidiaries has received
(a) any notice or claim to the effect that it is or may be liable to any
Person as a result of or in connection with any Hazardous Materials or
(b) any letter or request for information under Section 104 of the
Comprehensive Environmental Response, Compensation, and Liability Act (42
U.S.C. Section 9604) or comparable state laws, and, to the best of
Company's knowledge, none of the operations of Company or any of its
Subsidiaries is the subject of any federal or state investigation relating
to or in connection with any Hazardous Materials at any Facility or at any
other location;

(iv) none of the operations of Company or any of its Subsidiaries is
subject to any judicial or administrative proceeding alleging the violation
of or liability under any Environmental Laws which if adversely determined
could reasonably be expected to have a Material Adverse Effect;

(v) neither Company nor any of its Subsidiaries nor any of their
respective Facilities or operations are subject to any outstanding written
order or agreement with any governmental authority or private party
relating to (a) any Environmental Laws or (b) any Environmental Claims;

(vi) neither Company nor any of its Subsidiaries has any contingent
liability in connection with any Release of any Hazardous Materials by
Company or any of its Subsidiaries;

(vii) neither Company nor any of its Subsidiaries nor, to the best
knowledge of Company, any predecessor of Company or any of its Subsidiaries
has filed any

<PAGE>

notice under any Environmental Law indicating past or present treatment or
Release of Hazardous Materials at any Facility, and none of Company's or
any of its Subsidiaries' operations involves the generation,
transportation, treatment, storage or disposal of hazardous waste, as
defined under 40 C.F.R. Parts 260-270 or any state equivalent;

(viii) no Hazardous Materials exist on, under or about any Facility
in a manner that has a reasonable possibility of giving rise to an
Environmental Claim having a Material Adverse Effect, and neither Company
nor any of its Subsidiaries has filed any notice or report of a Release of
any Hazardous Materials that has a reasonable possibility of giving rise to
an Environmental Claim having a Material Adverse Effect;

(ix) neither Company nor any of its Subsidiaries nor, to the best
knowledge of Company, any of their respective predecessors has disposed of
any Hazardous Materials in a manner that has a reasonable possibility of
giving rise to an Environmental Claim having a Material Adverse Effect;

(x) no underground storage tanks or surface impoundments are on or at
any Facility; and

(xi) no Lien in favor of any Person relating to or in connection with
any Environmental Claim has been filed or has been attached to any
Facility.

5.14 Employee Matters.

There is no strike or work stoppage in existence or, to Company's
knowledge, threatened involving Company or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect.

5.15 Disclosure.

No representation or warranty of Company or any other Credit Party
contained in any Loan Document, any New Subordinated Note Document or in any
other document, certificate or written statement furnished to Lenders by or on
behalf of Company or any such Credit Party for use in connection with the
transactions contemplated by this Agreement (including any Acquisition), the
other Loan Documents and the New Subordinated Note Documents contains any untrue
statement of a material fact or omits to state a material fact (known to
Company, in the case of any document not furnished by it) necessary in order to
make the statements contained herein or therein not misleading in light of the
circumstances in which the same were made. Any projections and pro forma
financial information contained in such materials are based upon good faith
estimates and assumptions believed by Company to be reasonable at the time made,
it being recognized by Lenders that such projections as to future events are not
to be viewed as facts and that actual results during the period or periods
covered by any such projections may differ from

<PAGE>

the projected results. There is no fact known (or which should upon the
reasonable exercise of diligence be known) to Company (other than matters of a
general economic nature) that has had, or could reasonably be expected to result
in, a Material Adverse Effect and that has not been disclosed herein or in such
other documents, certificates and statements furnished to Lenders for use in
connection with the transactions contemplated hereby.

5.16 Regulation of Lenders.

None of Administrative Agent, Collateral Agent nor any Lender will, by
reason of the execution, delivery and performance (other than the exercise of
remedies) of any of the Loan Documents, be subject to the regulation or control
of the FCC or any other Communications Regulatory Authority.

5.17 Applicable Law.

Company and each other Credit Party is in compliance with the requirements
of all applicable laws, rules, regulations, orders, applications, reporting and
licensing requirements of all governmental authorities (including, without
limitation, all Communications Regulatory Authorities) except for violations
thereof which could not reasonably be expected to have a Material Adverse
Effect; and none of Company nor any other Credit Party is the subject of any
outstanding citation order or investigation by any Communications Regulatory
Authority which could reasonably be expected to have a Material Adverse Effect,
and no such citation, order or investigation (excluding any rule making
proceeding of general applicability) which could reasonably be expected to have
a Material Adverse Effect, to the knowledge of Company, is contemplated by any
Communications Regulatory Authority.

5.18 FCC Licenses and Approvals.

A. Each of Company and each other Credit Party has all requisite power
and authority and necessary licenses, authorizations, waivers and permits (the
``FCC Licenses'') required under the Communications Act to own and operate its
properties and to carry on its businesses as now conducted and as proposed to be
conducted (other than, for the period prior to any Acquisition Date, with
respect to any properties or businesses to be acquired in connection with such
Acquisition).

B. Set forth in Schedule 5.18, as it may be supplemented pursuant to
subsection 4.4N to include the FCC Licenses acquired in connection with any
Acquisition, is a complete list of all FCC Licenses of Company and each other
Credit Party. Such list correctly sets forth the termination date of each such
FCC License. Each such FCC License which is materially necessary to the
operation of the business of any such Person is validly issued and in full force
and effect, and constitutes in all material respects, all of the authorization
from any Communications Regulatory Authority necessary for the operation of such
Person's business in the same manner as it is presently conducted and as
proposed to be conducted. Each of Company and each other Credit Party has taken
all material actions and performed all of its material obligations that are
necessary to maintain such

<PAGE>

FCC Licenses without adverse modification or impairment, and complete and
correct copies of the FCC Licenses of each such Person have been delivered to
Administrative Agent. No event has occurred which (a) results in, or after
notice or lapse of time or both would result in, revocation, suspension, adverse
modification, non-renewal, impairment or termination of or any order of
forfeiture with respect to, any FCC License or (b) materially and adversely
affects or in the future may (so far as any Credit Party can now reasonably
foresee) materially adversely affect any of the rights of Company or any other
Credit Party of such Person thereunder. Except as set forth in Schedule 5.18,
as it may be supplemented pursuant to subsection 4.4N to include the FCC
Licenses acquired in connection with any Acquisition, none of the FCC Licenses
requires that any present stockholder, director, officer or employee of Company
or any other Credit Party remain a stockholder or employee of such Person, or
that any transfer of control of such Person must be approved by any public or
governmental body other than the FCC.

C. Neither Company nor any other Credit Party is a party to or has
knowledge of any investigation, notice of apparent liability, violation,
forfeiture or other order or complaint issued by or before any court or
regulatory body, including the FCC, or of any other proceedings (other than
proceedings relating to the radio or television industries generally) which
could in any manner threaten or adversely affect the validity or continued
effectiveness of the FCC Licenses of any such Person. Neither Company nor any
other Credit Party has any reason to believe (other than in connection with
there being no legal assurance thereof) that the FCC Licenses listed and
described in Schedule 5.18 as it may be supplemented pursuant to subsection 4.4N
to include the FCC Licenses acquired in connection with the any Acquisition,
will not be renewed in the ordinary course. Each of Company and each other
Credit Party, as applicable, has filed in a timely manner all material reports,
applications, documents, instruments and information required to be filed by it
pursuant to applicable rules and regulations or requests of every regulatory
body having jurisdiction over any of its FCC Licenses.

D. None of the facilities used in connection with the Credit Parties'
radio or television broadcasting operations (including without limitation, the
transmitter and tower sites owned or used by Company or any of its Subsidiaries)
violates 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 facility is zoned so as to permit the
commercial uses intended by the owner or occupier thereof and there are no
outstanding variances or special use permits materially affecting any of the
facilities or the uses thereof.

E. Each Ownership Report filed by the Company and its Subsidiaries with
the FCC was true, correct and complete in all material respects as of the date
of such filing.

5.19 Real Property.

Neither Company nor any of its Subsidiaries owns any interest in real
property other than the real property interests and the leases identified in
Schedule 5.19 annexed hereto,

<PAGE>

as it may be supplemented pursuant to subsection 4.4N to include any real
property interest acquired by any Credit Party pursuant to any Acquisition.
Schedule 5.19, as so supplemented, accurately states all real property interests
held by the Credit Parties.

5.20 Insurance.

Company and its Subsidiaries maintain, with financially sound and reputable
insurers, insurance with respect to its properties and business and the
properties and business of its Subsidiaries, against loss or damage of the kinds
customarily insured against by corporations of established reputation engaged in
the same or similar business of such types and in such amounts as are
customarily carried under similar circumstances by such other corporations all
as determined by the officers of the Company in their reasonable discretion.
Attached as Schedule 5.20 hereto, as it may be supplemented pursuant to
subsection 4.4N, is a complete and accurate description of all policies of
insurance that are in effect for Company and its Subsidiaries.

5.21 Intellectual Property

A. Company and its Subsidiaries own, or are licensed to use, the
Intellectual Property and all such Intellectual Property is fully protected and
duly and properly registered, filed or issued in the appropriate office and
jurisdictions for such registrations, filing or issuances.

B. No material claim has been made, or to the best knowledge of Company,
asserted by any Person with respect to the use of any such Intellectual
Property, or challenging or questioning the validity or effectiveness of any
such Intellectual Property. The use of such Intellectual Property by Company or
any of its Subsidiaries does not infringe on the rights of any Person, subject
to such claims and infringements as do not, in the aggregate, give rise to any
liabilities on the part of Company or any of its Subsidiaries that are material
to Company or any of its Subsidiaries. The consummation of the transactions
contemplated by this Agreement will not in any material manner or to any
material extent impair the ownership of (or the license to use, as the case may
be) any of such Intellectual Property by Company or any of its Subsidiaries.

5.22 Loans Permitted under Subordinated Debt Documents.

All outstanding Loans are, and since the date of borrowing thereof have
been, and all Loans requested hereunder will be at the time of such request,
either (i) expressly permitted under the terms of Section 1008(i) of the 10-3/8%
Subordinated Note Indenture, Section 1008(i) of the 9-3/8% Subordinated Note
Indenture, Section 1008(i) of the 8-7/8% Subordinated Note Indenture or any
comparable provision of any documents evidencing Additional Subordinated
Indebtedness or (ii) debt permitted under the debt incurrence tests set forth in
Section 1008 of the 10-3/8% Subordinated Note Indenture, Section 1008 of the
9-3/8% Subordinated Note, Section 1008 of the 8-7/8% Subordinated Note Indenture
or

<PAGE>

any comparable provision of any documents relating to Additional Subordinated
Indebtedness.

5.23 Outstanding Loans.

None of the Mortgages have become unenforceable as a result of the failure
to pay any additional mortgage recording tax, documentary stamp tax, tax on
intangibles, or other similar taxes due to any state or local governmental
authority by reason of the borrowing, repayment or prepayment, and subsequent
reborrowing of any Loans.

5.24 Year 2000.

Company and its Subsidiaries have taken all timely action necessary to
assure that on and after January 1, 2000, their computer based systems are able
to process data effectively, including dates, except in respect of any such
computer based system where the absence of such ability to so process data could
not reasonably be expected to have a Material Adverse Effect.

SECTION 6.
COMPANY'S AFFIRMATIVE COVENANTS

Company covenants and agrees that, so long as any of the Commitments
hereunder shall remain in effect and until payment in full of all of the Loans
and other Obligations and the cancellation or expiration of all Letters of
Credit, unless Requisite Lenders shall otherwise give prior written consent,
Company shall perform, and shall cause each of its Subsidiaries to perform, all
covenants in this Section 6.

6.1 Financial Statements and Other Reports.

Company will maintain, and cause each of its Subsidiaries to maintain, a
system of accounting established and administered in accordance with sound
business practices to permit preparation of financial statements in conformity
with GAAP. Company will deliver to Administrative Agent and Lenders:

(i) Quarterly Financials: as soon as available and in any event
within 45 days after the end of each of the first three fiscal quarters of
each Fiscal Year, (a) the consolidated and consolidating balance sheets of
Company and its Subsidiaries as at the end of such fiscal quarter and the
related consolidated and consolidating statements of income, stockholders'
equity and cash flows of Company and its Subsidiaries for such fiscal
quarter and for the period from the beginning of the then current Fiscal
Year to the end of such fiscal quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of
the previous Fiscal Year and the corresponding figures from the
consolidated plan and financial forecast for the current Fiscal Year
delivered pursuant to subsec-

<PAGE>

tion 6.1(xiii), all in reasonable detail and certified by the chief
financial officer of Company that they fairly present the financial
condition of Company and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated,
subject to changes resulting from audit and normal year-end adjustments,
and (b) a narrative report describing the operations of Company and its
Subsidiaries in the form prepared for presentation to senior management for
such fiscal quarter and for the period from the beginning of the then
current Fiscal Year to the end of such fiscal quarter;

(ii) Year-End Financials: as soon as available and in any event
within 90 days after the end of each Fiscal Year, (a) the consolidated
(and, at the request of any Lender, consolidating) balance sheets of
Company and its Subsidiaries as at the end of such Fiscal Year and the
related consolidated (and, at the request of any Lender, consolidating)
statements of income, stockholders' equity and cash flows of Company and
its Subsidiaries for such Fiscal Year, setting forth in each case in
comparative form the corresponding figures for the previous Fiscal Year and
the corresponding figures from the consolidated plan and financial forecast
delivered pursuant to subsection 6.1(xiii) for the Fiscal Year covered by
such financial statements, all in reasonable detail and certified by the
chief financial officer of Company that they fairly present the financial
condition of Company and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated,
(b) a narrative report describing the operations of Company and its
Subsidiaries in the form prepared for presentation to senior management for
such Fiscal Year, and (c) in the case of such consolidated financial
statements, a report thereon of Ernst & Young or other independent
certified public accountants of recognized national standing selected by
Company and satisfactory to Administrative Agent, which report shall be
unqualified, shall express no doubts about the ability of Company and its
Subsidiaries to continue as a going concern, and shall state that such
consolidated financial statements fairly present the consolidated financial
position of Company and its Subsidiaries as at the dates indicated and the
results of their operations and their cash flows for the periods indicated
in conformity with GAAP applied on a basis consistent with prior years
(except as otherwise disclosed in such financial statements) and that the
examination by such accountants in connection with such consolidated
financial statements has been made in accordance with generally accepted
auditing standards;

(iii) Officers' and Compliance Certificates: together with each
delivery of financial statements of Company and its Subsidiaries pursuant
to subdivisions (i) and (ii) above, (a) an Officers' Certificate of Company
stating that the signers have reviewed the terms of this Agreement and have
made, or caused to be made under their supervision, a review in reasonable
detail of the transactions and condition of Company and its Subsidiaries
during the accounting period covered by such financial statements and that
such review has not disclosed the existence during or at the end of such
accounting period, and that the signers do not have knowledge of the
existence as at the date of such Officers' Certificate, of any condition or
event that

<PAGE>

constitutes an Event of Default or Potential Event of Default, or, if any
such condition or event existed or exists, specifying the nature and period
of existence thereof and what action Company has taken, is taking and
proposes to take with respect thereto; and (b) a Compliance Certificate
demonstrating in reasonable detail compliance during and at the end of the
applicable accounting periods with the restrictions contained in Section 7,
except that with respect to the restrictions contained in subsection 7.6,
such Compliance Certificate shall demonstrate in reasonable detail
compliance at the end of the applicable accounting periods only;

(iv) Reconciliation Statements: if, as a result of any change in
accounting principles and policies from those used in the preparation of
the audited financial statements referred to in subsection 5.3, the
consolidated financial statements of Company and its Subsidiaries delivered
pursuant to subdivisions (i), (ii) or (xiii) of this subsection 6.1 will
differ in any material respect from the consolidated financial statements
that would have been delivered pursuant to such subdivisions had no such
change in accounting principles and policies been made, then (a) together
with the first delivery of financial statements pursuant to subdivision
(i), (ii) or (xiii) of this subsection 6.1 following such change,
consolidated financial statements of Company and its Subsidiaries for
(y) the current Fiscal Year to the effective date of such change and
(z) the two full Fiscal Years immediately preceding the Fiscal Year in
which such change is made, in each case prepared on a Pro Forma Basis as if
such change had been in effect during such periods, and (b) together with
each delivery of financial statements pursuant to subdivision (i), (ii) or
(xiii) of this subsection 6.1 following such change, a written statement of
the chief accounting officer or chief financial officer of Company setting
forth the differences which would have resulted if such financial
statements had been prepared without giving effect to such change.

(v) Accountants' Certification: together with each delivery of
consolidated financial statements of Company and its Subsidiaries pursuant
to subdivision (ii) above, a written statement by the independent certified
public accountants giving the report thereon (a) stating that their audit
examination has included a review of the terms of this Agreement and the
other Loan Documents (other than the Collateral Documents but including the
Subsidiary Guaranty) as they relate to accounting matters, (b) stating
whether, in connection with their audit examination, any condition or event
that constitutes an Event of Default or Potential Event of Default has come
to their attention and, if such a condition or event has come to their
attention, specifying the nature and period of existence thereof; provided
that such accountants shall not be liable by reason of any failure to
obtain knowledge of any such Event of Default or Potential Event of Default
that would not be disclosed in the course of their audit examination, and
(c) stating that based on their audit examination nothing has come to their
attention that causes them to believe either or both that the information
contained in the certificates delivered therewith pursuant to subdivision
(iii) above is not correct or that the matters set forth in the Compliance
Certificates delivered therewith pursuant to clause (b) of subdivision
(iii) above for

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<PAGE>

the applicable Fiscal Year are not stated in accordance with the terms of
this Agreement;

(vi) Accountants' Reports: promptly upon receipt thereof (unless
restricted by applicable professional standards), copies of all reports
submitted to Company by independent certified public accountants in
connection with each annual, interim or special audit of the financial
statements of Company and its Subsidiaries made by such accountants,
including, without limitation, any comment letter submitted by such
accountants to management in connection with their annual audit;

(vii) SEC Filings; Press Releases and FCC Notices: promptly upon
their becoming available, copies of (a) all financial statements, reports,
notices and proxy statements sent or made available generally by Company to
its security holders or by any Subsidiary of Company to its security
holders other than Company or another Subsidiary of Company, (b) all
regular and periodic reports and all registration statements (other than on
Form S-8 or a similar form) and prospectuses, if any, filed by Company or
any of its Subsidiaries with any securities exchange or with the Securities
and Exchange Commission or any governmental or private regulatory
authority, (c) all press releases and other statements made available
generally by Company or any of its Subsidiaries to the public concerning
material developments in the business of Company or any of its
Subsidiaries, (d) any non-routine correspondence or official notices
received by Company or any other Credit Party from any federal, state or
local governmental authority which regulates the operations of Company or
any such Credit Party, and (e) all Ownership Reports filed with the FCC.

(viii) FCC Licenses, etc.: promptly upon receipt of notice of
(a) any forfeiture, non-renewal, cancellation, termination, revocation,
suspension, impairment or material modification of any FCC License held by
Company or any of its Subsidiaries, or any notice of default or forfeiture
with respect to any such FCC License, or (b) any refusal by any
governmental agency or authority (including, without limitation, the FCC)
to renew or extend any such FCC License, an Officers' Certificate
specifying the nature of such event, the period of existence thereof, and
what action Company and its Subsidiaries are taking or propose to take with
respect thereto;

(ix) Events of Default, etc.: promptly upon any officer of Company
obtaining knowledge (a) of any condition or event that constitutes an Event
of Default or Potential Event of Default, or becoming aware that any Lender
has given any notice (other than to Administrative Agent) or taken any
other action with respect to a claimed Event of Default or Potential Event
of Default, (b) that any Person has given any notice to Company or any of
its Subsidiaries or taken any other action with respect to a claimed
default or event or condition of the type referred to in subsection 8.2,
(c) of any condition or event that would be required to be disclosed in a
current report filed by Company with the Securities and Exchange Commission

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<PAGE>

on Form 8-K (Items 1, 2, 4, 5 and 6 of such Form as in effect on the date
hereof) if Company were required to file such reports under the Exchange
Act, or (d) of the occurrence of any event or change that has caused or
evidences, either in any case or in the aggregate, a Material Adverse
Effect, an Officers' Certificate specifying the nature and period of
existence of such condition, event or change, or specifying the notice
given or action taken by any such Person and the nature of such claimed
Event of Default, Potential Event of Default, default, event or condition,
and what action Company has taken, is taking and proposes to take with
respect thereto;

(x) Litigation or Other Proceedings: (a) promptly upon any officer
of Company obtaining knowledge of (X) the institution of, or non-frivolous
threat of, any action, suit, proceeding (whether administrative, judicial
or otherwise), governmental investigation or arbitration against or
affecting Company or any of its Subsidiaries or any property of Company or
any of its Subsidiaries (collectively, ``Proceedings'') not previously
disclosed in writing by Company to Lenders or (Y) any material development
in any Proceeding that, in any case:

(1) if adversely determined, has a reasonable possibility of
giving rise to a Material Adverse Effect; or

(2) seeks to enjoin or otherwise prevent the consummation of, or
to recover any damages or obtain relief as a result of, the
transactions contemplated hereby;

written notice thereof together with such other information as may be
reasonably available to Company to enable Lenders and their counsel to
evaluate such matters; and (b) within ten days after the end of each fiscal
quarter of Company, a schedule of all Proceedings involving an alleged
liability of, or claims against or affecting, Company or any of its
Subsidiaries equal to or greater than $5,000,000, and promptly after
request by Administrative Agent such other information as may be reasonably
requested by Administrative Agent to enable Administrative Agent and its
counsel to evaluate any of such Proceedings;

(xi) ERISA Events: promptly upon becoming aware of the occurrence of
or forthcoming occurrence of any ERISA Event, a written notice specifying
the nature thereof, what action Company or any of its ERISA Affiliates has
taken, is taking or proposes to take with respect thereto and, when known,
any action taken or threatened by the Internal Revenue Service, the
Department of Labor or the PBGC with respect thereto;

(xii) ERISA Notices: with reasonable promptness, copies of
(a) each Schedule B (Actuarial Information) to the annual report (Form 5500
Series) filed by Company or any of its ERISA Affiliates with the Internal
Revenue Service with respect to each Pension Plan; (b) all notices received
by Company or any of its ERISA Affiliates from a Multiemployer Plan sponsor
concerning an ERISA Event;

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<PAGE>

and (c) such other documents or governmental reports or filings relating to
any Employee Benefit Plan as Administrative Agent shall reasonably request;

(xiii) Financial Plans: as soon as practicable and in any event no
later than 45 days after the end of each Fiscal Year, a consolidated plan
and financial forecast for the next succeeding Fiscal Year through Fiscal
Year 2005, including without limitation (a) forecasted consolidated
statements of income and cash flows of Company and its Subsidiaries for
each such Fiscal Year, together with a pro forma Compliance Certificate for
the first such Fiscal Year, a computation showing pro forma compliance with
subsection 7.6 for each subsequent Fiscal Year through Fiscal Year 2005 and
an explanation of the assumptions on which such forecasts are based,
(b) the amount of forecasted working capital needs and forecasted
unallocated overhead for each such Fiscal Year, and (c) such other
information and projections (including, without limitation, forecasted
consolidating balance sheets and consolidating statements of income) as any
Lender may reasonably request;

(xiv) Insurance: as soon as practicable and in any event by the
last day of each Fiscal Year, a report in form and substance satisfactory
to Administrative Agent outlining all material insurance coverage
maintained as of the date of such report by Company and its Subsidiaries
and all material insurance coverage planned to be maintained by Company and
its Subsidiaries in the immediately succeeding Fiscal Year;

(xv) Environmental Audits and Reports: as soon as practicable
following receipt thereof, copies of all environmental audits and reports,
whether prepared by personnel of Company or any of its Subsidiaries or by
independent consultants, with respect to significant environmental matters
at any Facility or which relate to an Environmental Claim which could
result in a Material Adverse Effect;

(xvi) Broadcast Ratings: promptly upon request by Administrative
Agent or any Lender, copies of summaries of the most recent broadcast and
rating reports prepared by A.C. Nielsen Company and received by Company
with respect to Company's and its Subsidiaries' broadcast stations.

(xvii) Board of Directors: with reasonable promptness, written
notice of any change in the Board of Directors of Company or any of its
Subsidiaries; and

(xviii) Programming Obligations: as soon as available or in any
event within 45 days after the end of each of the first three fiscal
quarters of each Fiscal Year and within 90 days after the end of each
Fiscal Year, the aggregate amount of Programming Obligations as of the end
of each fiscal quarter, at the request of Administrative Agent such
information to identify the Programming Obligations of each broadcast
station, and to include, with respect to each such obligation, without
limitation, its amount and the obligor thereof, all in reasonable detail
and certified by the chief financial officer of Company.

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<PAGE>

(xix) Other Information: with reasonable promptness, such other
information and data with respect to Company or any of its Subsidiaries as
from time to time may be reasonably requested by any Lender.

6.2 Corporate Existence, etc.

Except as permitted under subsection 7.7, Company will, and will cause each
of its Subsidiaries to, at all times preserve and keep in full force and effect
its corporate existence and all rights and franchises (including, without
limitation, all FCC Licenses) material to its business.

6.3 Payment of Taxes and Claims; Tax Consolidation.

A. Company will, and will cause each of its Subsidiaries to, pay all
taxes, assessments and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its income, businesses or
franchises before any penalty accrues thereon, and all claims (including,
without limitation, claims for labor, services, materials and supplies) for sums
that have become due and payable and that by law have or may become a Lien upon
any of its properties or assets, prior to the time when any penalty or fine
shall be incurred with respect thereto; provided that no such charge or claim
need be paid if being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor.

B. Company will not, nor will it permit any of its Subsidiaries to, file
or consent to the filing of any consolidated income tax return with any Person
(other than Company or any of its Subsidiaries).

6.4 Maintenance of Properties; Insurance.

A. Company will, and will cause each of its Subsidiaries to, maintain or
cause to be maintained in good repair, working order and condition, ordinary
wear and tear excepted, all material properties used or useful in the business
of Company and its Subsidiaries (including, without limitation, Intellectual
Property) and from time to time will make or cause to be made all appropriate
repairs, renewals and replacements thereof. Company will maintain or cause to
be maintained, with financially sound and reputable insurers, insurance with
respect to its properties and business and the properties and businesses of its
Subsidiaries against loss or damage of the kinds customarily carried or
maintained under similar circumstances by corporations of established reputation
engaged in similar businesses. Each such policy of insurance shall name
Administrative Agent for the benefit of Lenders as the loss payee thereunder
with a standard lender's loss payable endorsement for amounts in excess of
$1,000,000 and shall provide for at least 30 days prior written notice to
Administrative Agent of any modification or cancellation of such policy.

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B. If any portion of any Mortgaged Property or any Acquired Mortgaged
Property is situated in an area now or subsequently designated as having special
flood hazards as defined by the Flood Disaster Protection Act of 1973, as
amended by the National Flood Insurance Reform Act of 1994, and as further
amended from time to time, then the types of insurance that Company is required
to maintain or cause to be maintained shall include flood insurance in such
amounts as Administrative Agent shall require, but not less than the amount
required by law. If Company fails to obtain flood insurance as required,
Administrative Agent may purchase such flood insurance, and Company shall pay
all premiums and other costs and expenses incurred by Administrative Agent.

6.5 Inspection; Lender Meeting.

Company shall, and shall cause each of its Subsidiaries to, permit any
authorized representatives designated by any Lender to visit and inspect any of
the properties of Company or any of its Subsidiaries, including its and their
financial and accounting records, and to make copies and take extracts
therefrom, and to discuss its and their affairs, finances and accounts with its
and their officers and independent public accountants (provided that Company
may, if it so chooses, be present at or participate in any such discussion), all
upon reasonable notice and at such reasonable times during normal business hours
and as often as may be reasonably requested. Without in any way limiting the
foregoing, Company will, upon the request of Administrative Agent or Requisite
Lenders, participate in a meeting of Administrative Agent and Lenders once
during each Fiscal Year to be held at Company's corporate offices (or such other
location as may be agreed to by Company and Administrative Agent) at such time
as may be agreed to by Company and Administrative Agent.

6.6 Compliance with Laws, etc.; Maintenance of FCC Licenses.

Company shall, and shall cause each of its Subsidiaries to, comply with the
requirements of all applicable laws, rules, regulations and orders of any
governmental authority (including any Communications Regulatory Authority),
including, without limitation, the Communications Act, noncompliance with which
could reasonably be expected to cause a Material Adverse Effect. Company shall
obtain and maintain, and cause each of its Subsidiaries to obtain and maintain,
all licenses, permits, franchises or other Governmental Authorizations and
approvals (including, without limitation, the FCC Licenses) necessary to own,
acquire or dispose of their respective Properties, to conduct their respective
businesses or to comply with the FCC's or any other Communications Regulatory
Authority's construction, operating and reporting requirements, the violation of
which or the failure to obtain or maintain which could reasonably be expected to
have a Material Adverse Effect.

6.7 Environmental Disclosure and Inspection.

A. Company shall, and shall cause each of its Subsidiaries to, exercise
all due diligence in order to comply and cause (i) all tenants under any leases
or occupancy

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agreements affecting any portion of the Facilities and (ii) all other Persons on
or occupying such property, to comply with all Environmental Laws.

B. Company agrees that Administrative Agent may, from time to time and in
its sole and absolute discretion, retain, at Company's expense, an independent
professional consultant to review any report relating to Hazardous Materials
prepared by or for Company and to conduct its own investigation of any Facility
then owned, leased, operated or used by Company or any of its Subsidiaries, and
Company agrees to use its best efforts to obtain permission for Administrative
Agent's professional consultant to conduct its own investigation of any Facility
previously owned, leased, operated or used by Company or any of its
Subsidiaries. Company hereby grants to Administrative Agent and its agents,
employees, consultants and contractors the right to enter into or on to the
Facilities then owned, leased, operated or used by Company or any of its
Subsidiaries to perform such tests on such property as are reasonably necessary
to conduct such a review and/or investigation. Any such investigation of any
Facility shall be conducted, unless otherwise agreed to by Company and
Administrative Agent, during normal business hours and, to the extent reasonably
practicable, shall be conducted so as not to interfere with the ongoing
operations at any such Facility or to cause any damage or loss to any property
at such Facility. Company and Administrative Agent hereby acknowledge and agree
that any report of any investigation conducted at the request of Administrative
Agent pursuant to this subsection 6.7B will be obtained and shall be used by
Administrative Agent and Lenders for the purposes of Lenders' internal credit
decisions, to monitor and police the Loans and to protect Lenders' security
interests, if any, created by the Loan Documents. Administrative Agent agrees
to deliver a copy of any such report to Company with the understanding that
Company acknowledges and agrees that (i) it will indemnify and hold harmless
Collateral Agent, Administrative Agent and each Lender from any costs, losses or
liabilities relating to Company's use of or reliance on such report,
(ii) neither Collateral Agent, Administrative Agent nor any Lender makes any
representation or warranty with respect to such report, and (iii) by delivering
such report to Company, neither Collateral Agent, Administrative Agent nor any
Lender is requiring or recommending the implementation of any suggestions or
recommendations contained in such report.

C. Company shall promptly advise Lenders in writing and in reasonable
detail of (i) any Release of any Hazardous Materials required to be reported to
any federal, state or local governmental or regulatory agency under any
applicable Environmental Laws, (ii) any and all written communications with
respect to any Environmental Claims that have a reasonable possibility of giving
rise to a Material Adverse Effect or with respect to any Release of Hazardous
Materials required to be reported to any federal, state or local governmental or
regulatory agency, (iii) any remedial action taken by Company or any other
Person in response to (x) any Hazardous Materials on, under or about any
Facility, the existence of which has a reasonable possibility of resulting in an
Environmental Claim having a Material Adverse Effect, or (y) any Environmental
Claim that could have a Material Adverse Effect, (iv) Company's discovery of any
occurrence or condition on any real property adjoining or in the vicinity of any
Facility that could cause such Facility or any part thereof to be subject to any
restrictions on the ownership, occupancy, transferability or

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use thereof under any Environmental Laws, and (v) any request for information
from any governmental agency that suggests such agency is investigating whether
Company or any of its Subsidiaries may be potentially responsible for a Release
of Hazardous Materials.

D. Company shall promptly notify Lenders of (i) any proposed acquisition
of stock, assets, or property by Company or any of its Subsidiaries that could
reasonably be expected to expose Company or any of its Subsidiaries to, or
result in, Environmental Claims that could have a Material Adverse Effect or
that could reasonably be expected to have a material adverse effect on any
Governmental Authorization then held by Company or any of its Subsidiaries and
(ii) any proposed action to be taken by Company or any of its Subsidiaries to
commence manufacturing, industrial or other operations that could reasonably be
expected to subject Company or any of its Subsidiaries to additional laws, rules
or regulations, including, without limitation, laws, rules and regulations
requiring additional environmental permits or licenses.

E. Company shall, at its own expense, provide copies of such documents or
information as Administrative Agent may reasonably request in relation to any
matters disclosed pursuant to this subsection 6.7.

6.8 Company's Remedial Action Regarding Hazardous Materials.

Company shall promptly take, and shall cause each of its Subsidiaries
promptly to take, any and all necessary remedial action in connection with the
presence, storage, use, disposal, transportation or Release of any Hazardous
Materials on, under or about any Facility in order to comply with all applicable
Environmental Laws and Governmental Authorizations. In the event Company or any
of its Subsidiaries undertakes any remedial action with respect to any Hazardous
Materials on, under or about any Facility, Company or such Subsidiary shall
conduct and complete such remedial action in compliance with all applicable
Environmental Laws, and in accordance with the policies, orders and directives
of all federal, state and local governmental authorities except when, and only
to the extent that, Company's or such Subsidiary's liability for such presence,
storage, use, disposal, transportation or discharge of any Hazardous Materials
is being contested in good faith by Company or such Subsidiary.

6.9 Environmental Indemnity.

Company shall fully and promptly pay, perform, discharge, defend, indemnify
and hold harmless each Indemnitee from and against any action, suit, proceeding,
claim or loss suffered or incurred by that Indemnitee under or on account of any
Environmental Laws or Release of any Hazardous Materials relating to the
Facilities other than, and only to the extent that, such liability is a result
of the gross negligence or willful misconduct of the Indemnitee.

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6.10 Interest Rate Protection.

Company shall promptly take all necessary action so that at all times not
less than 50% of the aggregate Indebtedness of the Company is either (i)
Indebtedness for which the interest rate with respect thereto is fixed from the
date of issuance thereof through maturity or (ii) protected by Interest Rate
Agreements, which Interest Rate Agreements shall be in form and substance
satisfactory to Administrative Agent and shall have the effect of establishing a
maximum interest rate acceptable to Administrative Agent and shall be of a
duration acceptable to Administrative Agent.

6.11 Real Estate Leases.

Company and its Subsidiaries shall keep in full force and effect the Leases
(other than, subject to the provisions of subsection 6.12, the KBVO Lease and
that certain Lease Agreement dated July 7, 1966 between WXON, Inc. (as successor
in interest to WXON-TV, Inc. and United Broadcasting Company, Inc.) and
Paramount Stations Group, Inc. (as successor in interest to Kaiser Broadcasting
Corporation and Field Communications Corporation) as amended through the date
hereof. Company shall provide Administrative Agent with a copy of any notice of
default under any of the Leases, received by Company or any of its Subsidiaries.

6.12 After-Acquired Real Property Security.

In the event that Company or any of its Subsidiaries purchases or otherwise
acquires any interest in real property after the Closing Date, or any interests
arising under a lease, then Company shall and shall cause its Subsidiaries to,
concurrently with such purchase or other acquisition, execute and deliver all
Collateral Documents and take all other action that Administrative Agent or
Requisite Lenders may request to grant to Collateral Administrative Agent, on
behalf of Lenders, as security for the Obligations, a first priority Lien
(subject to Liens permitted hereunder) on all such real property interests;
provided that this subsection 6.12 shall not be construed to permit any
transaction otherwise prohibited by the terms of this Agreement.

6.13 New Subsidiaries.

In the event that Company or any of its Subsidiaries effects an Investment
resulting in the acquisition by Company of a new Subsidiary (a ``New
Subsidiary''), Company shall promptly cause the following to occur:

(i) The New Subsidiary shall execute and deliver a counterpart of the
Subsidiary Guaranty pursuant to which such New Subsidiary shall become
jointly and severally liable as a Guarantor under the Subsidiary Guaranty
and shall assume all obligations as a ``Contributor'' under such Subsidiary
Guaranty. Company or any Subsidiary shall assume all obligations as a
``Pledgor'' under the Borrower Pledge and Security Agreement or the
Subsidiary Pledge and Security Agreement, as

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applicable, including the obligation to pledge all equity interests of its
direct Subsidiaries to Collateral Agent on behalf of Lenders;

(ii) Company shall cause the New Subsidiary to execute and deliver a
promissory note evidencing all intercompany Indebtedness owed by such New
Subsidiary to Company and cause such promissory note to be pledged to
Collateral Agent on behalf of Lenders under the Borrower Pledge and
Security Agreement;

(iii) The New Subsidiary shall execute and deliver a counterpart
to the Subsidiary Pledge and Security Agreement and such other Collateral
Documents as Administrative Agent or Requisite Lenders may request,
including without limitation, such Collateral Documents as may be required
to grant a first priority Lien (subject to Liens permitted hereunder) on
any real property interests of such New Subsidiary; and

(iv) If requested by Administrative Agent and Requisite Lenders,
opinion(s) of counsel covering the matters described in clauses (i), (ii)
and (iii) above, substantially in the form of opinions as to similar
matters given pursuant to subsection 4.1 and otherwise in form and
substance reasonably satisfactory to Administrative Agent and Requisite
Lenders shall be delivered to Administrative Agent, Collateral Agent and
each Lender.

6.14 Receipt of WEEK FCC Consent.

On or before June 30, 1998, Company shall have obtained the WEEK FCC
Consent. The Company FCC Licenses shall have been transferred to WEEK-TV
License, Inc. no later than 30 days subsequent to the issuance of the WEEK FCC
Consent.

6.15 Ownership Reports.

The Ownership Reports for any television broadcasting station acquired in
connection with an Acquisition reflecting the acquisition of such radio or
television broadcasting station by Company shall be filed with the FCC within a
period of 30 days after the relevant Acquisition Closing Date.

6.16 Year 2000.

Company and its Subsidiaries will take all timely action necessary to
assure that on and after January 1, 2000, their computer based systems are able
to process data effectively, including dates, except in respect of any such
system where the absence of such ability to so process data could not reasonably
be expected to have a Material Adverse Effect.

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SECTION 7.
COMPANY'S NEGATIVE COVENANTS

7.1 Indebtedness.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, assume or guaranty, or otherwise become
or remain directly or indirectly liable with respect to, any Indebtedness,
except:

(i) Company may become and remain liable with respect to the
Obligations;

(ii) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations permitted by subsection 7.4 and, upon any
matured obligations actually arising pursuant thereto, the Indebtedness
corresponding to the Contingent Obligations so extinguished;

(iii) Company and its Subsidiaries may become and remain liable
with respect to Indebtedness in respect of Capital Leases; provided that
such Capital Leases are permitted under the terms of subsection 7.8;

(iv) Company may become and remain liable with respect to Indebtedness
to any of its wholly-owned Subsidiaries, and any wholly-owned Subsidiary of
Company may become and remain liable with respect to Indebtedness to
Company or any other wholly-owned Subsidiary of Company; provided that
(a) all such intercompany Indebtedness shall be evidenced by an
Intercompany Note, (b) all such intercompany Indebtedness owed by Company
to any of its Subsidiaries shall be subordinated in right of payment to the
payment in full of the Obligations pursuant to the terms of the applicable
promissory notes or an intercompany subordination agreement, and (c) any
payment by any Subsidiary of Company under the Subsidiary Guaranty shall
result in a pro tanto reduction of the amount of any intercompany
Indebtedness owed by such Subsidiary to Company or to any of its
Subsidiaries for whose benefit such payment is made;

(v) Company may remain liable with respect to the Existing
Subordinated Notes;

(vi) Each of Company's Subsidiaries may become and remain liable under
the Subsidiary Guaranty;

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(vii) Company may become and remain liable with respect to
Indebtedness in respect of the Interest Rate Agreements required under
subsection 6.10;

(viii) Company and its Subsidiaries may become and remain liable
with respect to trade accounts payable and other accrued liabilities in the
ordinary course of business (to the extent such trade accounts payable and
other accrued liabilities constitute Indebtedness) in an aggregate amount
at any time outstanding not to exceed $500,000 (exclusive of Programming
Obligations);

(ix) Company and its Subsidiaries may become and remain liable with
respect to additional Indebtedness in an aggregate principal amount at any
time outstanding not to exceed $7,500,000;

(x) Company and its Subsidiaries may become and remain liable with
respect to Programming Obligations; and

(xi) so long as at the time of incurrence thereof no Event of Default
or Potential Event of Default has occurred and is continuing or would be
caused thereby, Company may from time to time following the Closing Date
issue debt Securities subordinate in right and time of payment to the
Obligations (the ``Additional Subordinated Indebtedness''); provided that
(a) such Additional Subordinated Indebtedness is unsecured, (b) the
maturity of such Additional Subordinated Indebtedness is no earlier than
December 31, 2005, (c) such Additional Subordinated Indebtedness includes
representations and warranties, covenants, events of default and other
provisions that are not more restrictive or burdensome to Company than any
other Subordinated Indebtedness, (d) the subordination provisions of such
Additional Subordinated Indebtedness are no less favorable to the Lenders
than the subordination provisions of any other Subordinated Indebtedness,
(e) the mandatory redemption, retirement, sinking fund or payment
provisions of such Additional Subordinated Indebtedness do not require
redemption, repurchase or payment of any amount in any circumstances which
any other Subordinated Indebtedness would not require redemption,
repurchase or similar payment of any amount, (f) Company can demonstrate in
form and substance satisfactory to Administrative Agent that, immediately
after giving effect to such Additional Subordinated Indebtedness, Company
is in compliance on a Pro Forma Basis with all covenants set forth in
Section 6 and 7 of this Agreement through the Revolving Loan Commitment
Termination Date, and (g) Company applies the Net Debt Proceeds of such
Additional Subordinated Indebtedness to prepay the Loans and reduce the
Commitments pursuant to subsection 2.4B(iii)(c) to the extent required
thereby.

7.2 Liens and Related Matters.

A. Prohibition on Liens. Company shall not, and shall not permit any of
its Subsidiaries to, directly or indirectly, create, incur, assume or permit to
exist any Lien on

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or with respect to any property or asset of any kind (including any document or
instrument in respect of goods or accounts receivable) of Company or any of its
Subsidiaries, whether now owned or hereafter acquired, or any income or profits
therefrom, or file or permit the filing of, or permit to remain in effect, any
financing statement or other similar notice of any Lien with respect to any such
property, asset, income or profits under the Uniform Commercial Code of any
State or under any similar recording or notice statute, except:

(i) Permitted Encumbrances;

(ii) Liens created under the Loan Documents;

(iii) Purchase money mortgages or security interests, conditional
sale arrangements and other similar security interests, on motor vehicles
and equipment acquired by Company or any Subsidiary (hereinafter referred
to individually as a ``Purchase Money Security Interest''); provided,
however, that:

(a) the aggregate amount of Indebtedness outstanding at any time
secured by Purchase Money Security Interests shall not exceed
$3,000,000;

(b) the transaction in which any Purchase Money Security
Interest is proposed to be created is not then prohibited by this
Agreement;

(c) any Purchase Money Security Interest shall attach only to
the property or asset acquired in such transaction and shall not
extend to or cover any other assets or properties of Company, or, as
the case may be, a Subsidiary;

(d) the Indebtedness secured or covered by any Purchase Money
Security Interest shall not exceed the lesser of the cost or fair
market value of the property or asset acquired and shall not be
renewed, extended or prepaid from the proceeds of any borrowing by
Company or any Subsidiary; and

(iv) Liens securing the fees owed by Company to the trustee pursuant
to the terms of the 9-3/8% Subordinated Note Indenture, the 10-3/8%
Subordinated Note Indenture, the 8-7/8% Subordinated Note Indenture and any
indenture governing any Additional Subordinated Indebtedness permitted to
be incurred pursuant to subsection 7.1(xi), respectively; provided that the
obligation of Company to pay such fees is subordinate in right, time and
payment to the payment in full of the Obligations.

B. Equitable Lien in Favor of Lenders. If Company or any of its
Subsidiaries shall create or assume any Lien upon any of its properties or
assets, whether now owned or hereafter acquired, other than Liens excepted by
the provisions of subsection 7.2A, it shall make or cause to be made effective
provision whereby the Obligations will be secured by

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such Lien equally and ratably with any and all other Indebtedness secured
thereby as long as any such Indebtedness shall be so secured; provided that,
notwithstanding the foregoing, this covenant shall not be construed as a consent
by Requisite Lenders to the creation or assumption of any such Lien not
permitted by the provisions of subsection 7.2A.

C. No Further Negative Pledges. Except with respect to specific property
encumbered to secure payment of particular Indebtedness or to be sold pursuant
to an executed agreement with respect to an Asset Sale, neither Company nor any
of its Subsidiaries shall enter into any agreement (other than the New
Subordinated Note Indenture) prohibiting the creation or assumption of any Lien
upon any of its properties or assets, whether now owned or hereafter acquired.

D. No Restrictions on Subsidiary Distributions to Company or Other
Subsidiaries. Except as provided herein, in the 9-3/8% Subordinated Note
Indenture, the 10-3/8% Subordinated Note Indenture, the 8-7/8% Subordinated Note
Indenture and any indenture governing any Additional Subordinated Indebtedness
permitted to be incurred pursuant to subsection 7.1(xi), Company will not, and
will not permit any of its Subsidiaries to, create or otherwise cause or suffer
to exist or become effective any consensual encumbrance or restriction of any
kind on the ability of any such Subsidiary to (i) pay dividends or make any
other distributions on any of such Subsidiary's capital stock owned by Company
or any other Subsidiary of Company, (ii) repay or prepay any Indebtedness owed
by such Subsidiary to Company or any other Subsidiary of Company, (iii) make
loans or advances to Company or any other Subsidiary of Company, or
(iv) transfer any of its property or assets to Company or any other Subsidiary
of Company other than such restriction included in a contract entered into in
the ordinary course of business and consistent with past practice that contains
provisions restricting the assignment of such contract.

7.3 Investments; Joint Ventures.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make or own any Investment in any Person, including any
Joint Venture, except:

(i) Company and its Subsidiaries may make and own Investments in Cash
Equivalents;

(ii) Company and its Subsidiaries may make intercompany loans to the
extent permitted under subsection 7.1(iv) and may maintain such loans
originally incurred pursuant to subsection 7.1(iv);

(iii) Company and its Subsidiaries may make Consolidated Capital
Expenditures in the ordinary course of business with respect to the
businesses owned by Company and its Subsidiaries as of the Closing Date and
any businesses acquired as the result of any Acquisition in accordance with
the provisions of subsection 7.7(vi);

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(iv) Company and its Subsidiaries may continue to own the Investments
owned by them and described in Schedule 7.3 annexed hereto;

(v) Company may continue to own the Investments made in connection
with any acquisition consummated on or before the Closing Date pursuant to
an Acquisition Agreement;

(vi) Company may make and maintain equity Investments in any
wholly-owned Subsidiary of Company or any Person which, upon the making of
such Investment, becomes a wholly-owned Subsidiary of Company;

(vii) Company's Subsidiaries may make and maintain equity
Investments in Company and, to the extent permitted by subsection 7.5,
make, maintain and cancel Investments in the Existing Subordinated Notes,
the Convertible Preferred Stock and the Exchangeable Preferred Stock;

(viii) Company may make and maintain Investments in respect of
Interest Rate Agreements to the extent required under subsection 6.10;

(ix) Company and its Subsidiaries may make and maintain Investments in
bank accounts maintained in any commercial bank in the ordinary course of
business;

(x) Company may make loans to its officers, directors and employees
in connection with the exercise by any such Person of options to purchase,
or awards of, capital stock of Company which loans shall bear interest as
determined by an executive officer of the Company; provided that (a) the
aggregate principal amount of such loans shall not exceed $2,500,000 in the
aggregate for all such Persons and (b) to the extent the aggregate
principal amount of such loans to any such Person exceeds $1,000,000, the
interest rate applicable thereto shall be subject to the prior approval of
the Board of Directors of Company;

(xi) Company and its Subsidiaries may make Investments pursuant to
Acquisitions permitted under subsection 7.7(vi); and

(xii) Company and its Subsidiaries may make and own Investments in
one or more Joint Ventures in an aggregate amount not to exceed
$10,000,000.

7.4 Contingent Obligations.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create or become or remain liable with respect to any
Contingent Obligation, except:

(i) Company may become and remain liable with respect to Contingent
Obligations in respect of Letters of Credit;

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(ii) Company may become and remain liable with respect to Contingent
Obligations under Interest Rate Agreements required under subsection 6.10;

(iii) Each of Company's Subsidiaries may become and remain liable
with respect to the Subsidiary Guaranty;

(iv) Company may become and remain liable with respect to Contingent
Obligations of Company under the Acquisition Agreements;

(v) Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations in respect of any obligation of Company
or one of its Subsidiaries permitted under this Agreement; provided,
however, that the principal amount of any such Contingent Obligation shall
not exceed the principal amount of the corresponding obligation to which it
relates; provided further that, any such Contingent Obligation shall be
subordinate to the Obligations to the same extent, and on the same terms,
as the corresponding obligation is so subordinated; and

(vi) In addition to Contingent Obligations permitted under clauses (i)
through (v) above, Company may become and remain liable with respect to
guaranties made in the ordinary course of business; provided that the
aggregate amount of the obligations so guarantied shall not exceed
$1,000,000 at any time.

7.5 Restricted Junior Payments.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, declare, order, pay, make or set apart any sum for any
Restricted Junior Payment; except that:

(i) Company may make payments on the Existing Subordinated Notes and
in respect of any of the Additional Subordinated Indebtedness as required
by the terms of the Existing Subordinated Notes or the instruments
evidencing such Additional Subordinated Indebtedness, respectively, but
subject, in each case to the subordination provisions contained therein;
provided that (X) Company may repurchase, or Company or any Subsidiary of
Company (other than a License Co.) may purchase, in one or a series of
transactions, Existing Subordinated Notes; provided that (a) at the time of
such purchase or repurchase, no Event of Default or Potential Event of
Default has occurred and is continuing or would be caused thereby and
(b) immediately after giving effect to each such purchase or repurchase,
Company is in compliance on a Pro Forma Basis with all covenants set forth
in Section 6 and 7 of this Agreement and (Y) Company may redeem the 9-3/8%
Subordinated Notes and the 10-3/8% Subordinated Notes on the maturity dates
thereof strictly in accordance with the terms of the 9-3/8% Subordinated
Note Documents and the 10-3/8% Subordinated Note Documents, respectively;
provided, that (a) at the time of such redemption, no Event of Default or
Potential Event of

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Default has occurred and is continuing or would be caused thereby and
(b) immediately after giving effect to such redemption, Company is in
compliance on a Pro Forma Basis with all covenants set forth in Sections 6
and 7 of this Agreement;

(ii) any Subsidiary of Company may pay dividends or make other
distributions to Company with respect to Company's ownership interest in
such Subsidiary;

(iii) Company may pay dividends or make other distributions with
respect to the Convertible Preferred Stock, but only so long as, both
before and after giving effect to such dividend or distribution, no
Potential Event of Default or Event of Default has occurred and is
continuing;

(iv) Company may repurchase, in one or a series of transactions,
Convertible Preferred Stock and Exchangeable Preferred Stock and may
purchase or repurchase Company Common Stock in the market; provided that:

(a) at the time of any such purchase or repurchase, no Event of
Default or Potential Event of Default has occurred and is continuing
or would be caused thereby;

(b) immediately after giving effect to each such purchase or
repurchase, Company is in compliance on a Pro Forma Basis with all
covenants set forth in Section 6 and 7 of this Agreement;

(c) in the case of any such repurchase of Convertible Preferred
Stock, the fair market value at the time of such repurchase of the
Company Common Stock into which any such Convertible Preferred Stock
is convertible is at least 125% of the consideration for such
repurchase of Convertible Preferred Stock;

(d) the aggregate cumulative amount of payments made by Company
since the date hereof to so repurchase Convertible Preferred Stock and
Company Common Stock does not exceed $20,000,000;

(e) subject to subsection 7.5(v), the aggregate cumulative amount
of payments made by Company since the date hereof to so repurchase
Convertible Preferred Stock, Exchangeable Preferred Stock and Company
Common Stock does not exceed $25,000,000; and

(f) (x) at the time of each such repurchase of Exchangeable
Preferred Stock and Company Common Stock, the ratio of Consolidated
Total Debt to Consolidated Broadcast Cash Flow as calculated pursuant
to subsection 7.6A is not greater than 6.25:1.00 and (y) immediately
after giving effect to each such repurchase Company can demonstrate on
a Pro Forma Basis that the

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ratio of Consolidated Total Debt to Consolidated Broadcast Cash Flow
as calculated pursuant to subsection 7.6A is not greater than
6.25:1.00;

provided further however that (1) Company may make repurchases pursuant to
clause (e) above in an aggregate cumulative amount in excess of $25,000,000
but not greater than $40,000,000 if before and after giving effect to any
such repurchase the ratio of Consolidated Total Debt to Consolidated
Broadcast Cash Flow as calculated pursuant to subsection 7.6A does not
exceed 5.75:1.00 and, to the extent that at the time such repurchase is
made the maximum ratio of Consolidated Total Debt to Consolidated Broadcast
Cash Flow for the applicable period then in effect pursuant to subsection
7.6A is greater than 5.75:1.00, such maximum ratio pursuant to subsection
7.6A for the applicable period then in effect shall (if and only if Company
actually makes any such repurchase in excess of such $25,000,000 amount) be
reset at 5.75:1.00 for such period and continuing until the commencement of
the next period requiring compliance by Company with a maximum ratio lower
than 5.75:1.00 pursuant to subsection 7.6A, and (2) Company may make
repurchases pursuant to clause (e) above in an aggregate cumulative amount
in excess of $40,000,000 but not greater than $50,000,000 if before and
after giving effect to any such repurchase the ratio of Consolidated Total
Debt to Consolidated Broadcast Cash Flow as calculated pursuant to
subsection 7.6A does not exceed 5.50:1.00 and, to the extent that at the
time such repurchase is made the maximum ratio of Consolidated Total Debt
to Consolidated Broadcast Cash Flow for the applicable period then in
effect pursuant to subsection 7.6A is greater than 5.50:1.00, such maximum
ratio pursuant to subsection 7.6A for the applicable period then in effect
shall (if and only if Company actually makes any such repurchase in excess
of such $40,000,000 amount) be reset at 5.50:1.00 for such period and
continuing until the commencement of the next period requiring compliance
by Company with a maximum ratio lower than 5.50:1.00 pursuant to subsection
7.6A; provided still further, however that any payments made by Company
pursuant to subsection 7.5(viii) shall not be counted towards the
limitations set forth in this subsection 7.5(iv);

(v) Company may pay dividends with respect to the Exchangeable
Preferred Stock to the extent required or permitted pursuant to the terms
of the Third Amended and Restated Certificate of Incorporation and the
applicable Certificate of Designations; provided that, if Company desires
to exercise its option under the Third Amended and Restated Certificate of
Incorporation and applicable Certificate of Designations to pay such
dividends in cash rather than through the issuance of additional
Exchangeable Preferred Stock, Company may pay such cash dividends only so
long as (a) both before and after giving effect to such dividend, no
Potential Event of Default or Event of Default has occurred and is
continuing, (b) immediately after giving effect to such dividend, Company
is in compliance on a Pro Forma Basis with all covenants set forth in
Section 6 and 7 of this Agreement and (c) after giving effect to such
dividend, the ratio of Consolidated Total Debt to Consolidated Broadcast
Cash Flow as calculated pursuant to subsection 7.6A is not greater than
5.50:1.00, or, to the extent the ratio of Consolidated Total Debt to

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Consolidated Broadcast Cash Flow as calculated pursuant to subsection 7.6A
is greater than 5.50:1.00, then the aggregate cumulative amount of such
cash dividends shall be counted against the Dollar limitations for
repurchases permitted pursuant to 7.5(iv)(e), as modified by the last
proviso of subsection 7.5(iv);

(vi) Company may cancel any Convertible Preferred Stock, Exchangeable
Preferred Stock or Company Common Stock repurchased pursuant to this
subsection 7.5;

(vii) if no Potential Event of Default or Event of Default has
occurred and is continuing and Company has declared a dividend with respect
to its Exchangeable Preferred Stock, to the extent that such dividend would
result in the issuance of fractional shares, Company may pay that part of
such dividend in cash instead of issuing such fractional shares;

(viii) Company may redeem the Convertible Preferred Stock on the
final mandatory redemption date thereof strictly in accordance with the
terms of the Third Amended and Restated Certificate of Incorporation and
applicable Certificate of Designations; provided that at the time of such
redemption, (a) no Event of Default or Potential Event of Default has
occurred and is continuing or would be caused thereby and (b) immediately
after giving effect to such redemption, Company is in compliance on a Pro
Forma Basis with all covenants set forth in Sections 6 and 7 of this
Agreement; and

(ix) notwithstanding anything in this subsection 7.5 to the contrary
but subject to the limitation set forth in the final sentence of this
subsection 7.5, Company may make any Restricted Junior Payment with any
Equity Proceeds (which Restricted Junior Payments shall not be counted
towards any limitations set forth in clauses (i) through (viii) above);
provided that (a) at the time of any such Restricted Junior Payment, no
Event of Default or Potential Event of Default has occurred and is
continuing or would be caused thereby, (b) immediately after giving effect
to each such Restricted Junior Payment, Company is in compliance on a Pro
Forma Basis with all covenants set forth in Section 6 and 7 of this
Agreement and (c) such Restricted Junior Payment is otherwise permitted
pursuant to the terms of the Related Documents.

It is understood and agreed that, except as set forth in clause (iv) of this
subsection, Company shall not make any Restricted Junior Payment in respect of
any redemption, purchase or other acquisition of any shares of any class of
Convertible Preferred Stock, including, without limitation, in connection with
any ``Change of Control'' (as such term is defined in the documentation
governing each such class of Convertible Preferred Stock) which would otherwise
entitle the holders of any shares of Convertible Preferred Stock to require
Company to redeem, purchase or otherwise acquire such shares, other than through
the issuance by Company of shares of any Non-Restricted Capital Stock to such
holders in payment of such shares of Convertible Preferred Stock.

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7.6 Financial Covenants.

A. Maximum Total Debt Ratio. Company shall not permit the ratio of
(i) Consolidated Total Debt to (ii) Consolidated Broadcast Cash Flow as of the
last day of any fiscal quarter of Company occurring during any of the periods
set forth below to exceed the correlative ratio indicated (Consolidated Total
Debt to be determined as of such last day and Consolidated Broadcast Cash Flow
to be determined with reference to the twelve-month period ending on such day):

- --------------------------------------------------
Maximum Total
Period Debt Ratio
- --------------------------------------------------
<S> <C>
Closing Date - 06/30/99 7.25 to 1
- --------------------------------------------------
07/01/99 - 06/30/2000 6.25 to 1
- --------------------------------------------------
07/01/2000 - 06/30/01 5.25 to 1
- --------------------------------------------------
07/01/01 and thereafter 4.50 to 1
- --------------------------------------------------
</TABLE>

B. Maximum Senior Debt Ratio. Company shall not permit the ratio of (i)
Consolidated Senior Debt to (ii) Consolidated Broadcast Cash Flow as of the last
day of any fiscal quarter of Company occurring during any of the periods set
forth below to exceed the correlative ratio indicated (Consolidated Senior Debt
to be determined as of such last day and Consolidated Broadcast Cash Flow to be
determined with reference to the twelve-month period ending on such last day):

- --------------------------------------------------
Maximum Senior
Period Debt Ratio
- --------------------------------------------------
<S> <C>
Closing Date - 06/30/99 4.00 to 1
- --------------------------------------------------
07/01/99 and thereafter 3.50 to 1
- --------------------------------------------------
</TABLE>

C. Minimum Fixed Charge Coverage Ratio. At any time that the ratio of
Consolidated Senior Debt to Consolidated Broadcast Cash Flow as calculated
pursuant to subsection 7.6B is greater than or equal to 2.00:1.00, Company shall
not permit the ratio of (i) Consolidated Broadcast Cash Flow minus Consolidated
Capital Expenditures to (ii) Consolidated Fixed Charges as of the last day of
any fiscal quarter of Company occurring during any period from and after the
Closing Date to be less than 1.10 to 1 (such amounts to be determined with
reference to the twelve month period ending on such last day).

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7.7 Restriction on Fundamental Changes; Asset Sales; Issuance of Stock.

Company shall not, and shall not permit any of its Subsidiaries to, alter
the corporate, capital or legal structure of Company or any of its Subsidiaries,
or enter into any transaction of merger or consolidation, or liquidate, wind-up
or dissolve itself (or suffer any liquidation or dissolution), or convey, sell,
lease, sub-lease, transfer or otherwise dispose of, in one transaction or a
series of transactions, all or any part of its business, property or fixed
assets, whether now owned or hereafter acquired, or acquire by purchase any
business, property or fixed assets of, or stock or other evidence of beneficial
ownership of, any Person, except:

(i) any Subsidiary of Company may be merged with or into Company or
any wholly-owned Subsidiary of Company, or be liquidated, wound up or
dissolved, or all or any substantial part of its business, property or
assets may be conveyed, sold, leased, transferred or otherwise disposed of,
in one transaction or a series of transactions, to Company or any
wholly-owned Subsidiary of Company; provided that, in the case of such a
merger, Company or such wholly-owned Subsidiary shall be the continuing or
surviving corporation;

(ii) Company and its Subsidiaries may make Investments as permitted
under subsection 7.3 and may make Consolidated Capital Expenditures;

(iii) subject to subsection 7.12, Company and its Subsidiaries may
sell or otherwise dispose of assets in transactions that do not constitute
Asset Sales; provided that the consideration received for such assets shall
be in an amount at least equal to the fair market value thereof;

(iv) Company and its Subsidiaries may make Asset Sales; provided that
(w) neither Company nor any Subsidiary shall sell or otherwise dispose of
any asset pursuant to an Asset Sale if as a result thereof either (A) the
aggregate of all assets sold pursuant to Asset Sales by Company and its
Subsidiaries within the twelve-month period ending on the date of such
Asset Sale would account for greater than 15% of Consolidated Broadcast
Cash Flow for such 12-month period or (B) the aggregate of all assets sold
pursuant to Asset Sales by Company and its Subsidiaries during the term of
this Agreement would account for greater than 25% of Consolidated Broadcast
Cash Flow for the period from the Closing Date to such date of
determination (provided, however, that assets sold pursuant to the
WLAJ/WWMT Asset Sale shall be excluded from and shall not be subject to the
limitations set forth in this clause (w)); (x) promptly following the
consummation of such Asset Sale, Company delivers to Administrative Agent
and Lenders an Officer's Certificate demonstrating the derivation of the
Net Cash Proceeds of the correlative Asset Sale from the gross sales price
thereof; (y) the consideration received for such assets shall be in an
amount at least equal to the fair market value thereof; and (z) the
proceeds of such Asset Sales shall be applied as required by
subsection 2.4B(iii)(a);

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(v) Company may issue options to purchase shares of Non-Restricted
Capital Stock to employees, directors, officers of Company and its
Subsidiaries and may issue additional shares of Non-Restricted Capital
Stock; and

(vi) Company and its Subsidiaries may make any Acquisition; provided
that (a) Company shall deliver to Administrative Agent and Lenders on or
before the applicable Acquisition Closing Date an originally executed
Officer's Certificate of Company demonstrating in reasonable detail the
projected compliance by Company for a five-year period following the
related Acquisition Closing Date with the covenants set forth in Section 7
on a Pro Forma Basis after giving effect to such Acquisition, which
projections shall be reasonably satisfactory to Administrative Agent
(provided, however, that Company shall not be required to deliver such
Officer's Certificate pursuant to this clause (a) in respect of the KOFY
Acquisition), (b) any radio broadcasting station or other radio
broadcasting assets to be acquired in connection with such Acquisition
shall be located within the same market as an existing television broadcast
station then owned (or purchased concurrently therewith) by Company or any
of its Subsidiaries, (c) to the extent any Acquisition (other than an
Acquisition of an interest in an LMA which is a Joint Venture) is of the
equity interest of any Person, upon giving effect to such Acquisition, such
Person shall be a wholly-owned Subsidiary of Company (and shall have
complied with the requirements set forth in subsections 4.4A, E-K, M and N)
or shall have been merged with and into Company or one of its wholly-owned
Subsidiaries, (d) Company shall deliver to Administrative Agent and
Requisite Lenders on or before the applicable Acquisition Closing Date an
originally executed Compliance Certificate signed by the chief financial
officer of Company demonstrating in reasonable detail compliance by Company
with the covenants set forth in Section 7 on a Pro Forma Basis after giving
effect to such Acquisition, and (e) from and after the date hereof the
aggregate consideration paid by the Company and its Subsidiaries to
purchase radio broadcasting stations or radio broadcasting assets shall not
exceed $20,000,000; provided further that, notwithstanding anything in the
foregoing to the contrary, Company may not make any Acquisition pursuant to
this subsection 7.7(vi) without the prior consent of the Administrative
Agent and Requisite Lenders in the event that such Acquisition would, after
giving effect to such Acquisition on a Pro Forma Basis, cause the ratio of
Consolidated Total Debt to Consolidated Broadcast Cash Flow to be equal to
or greater than 6.25:1.00; provided still further that, notwithstanding
anything in the foregoing to the contrary (including, without limitation,
that the ratio of Consolidated Total Debt to Consolidated Broadcast Cash
Flow on a Pro Forma Basis may be equal to or greater than 6.25:1.00), such
consent shall not be required with respect to (x) any Acquisition for which
the aggregate consideration, together with the aggregate consideration of
all other Acquisitions (other than the KOFY Acquisition) consummated since
the Closing Date for which such consent was not required under this
proviso, is equal to or less than $15,000,000 and (y) the KOFY Acquisition;
provided still further that, the restrictions in this subsection 7.7(vi)
shall not apply to the concurrent Acquisition and sale by Company

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of the assets of WLAJ-TV pursuant to the WLAJ/WWMT Asset Sale so long as
Company has otherwise complied with the applicable provisions of subsection
7.5(iv);

provided that, after giving effect to any of the above, Company is in compliance
(on a Pro Forma Basis) with all of the financial covenants set forth in
subsection 7.6 hereof and no Potential Event of Default or Event of Default
shall have occurred and be continuing or would be caused thereby.

In addition to the foregoing and notwithstanding subsection 7.7(v), it is
understood and agreed that Company shall not issue any additional shares of
Voting Common Stock or any right or option to acquire any such shares, or any
security convertible into any such shares, other than the shares of Voting
Common Stock issued and outstanding on the Closing Date.

7.8 Restriction on Leases.

Company shall not, and shall not permit any of its Subsidiaries to, become
liable in any way, whether directly or by assignment or as a guarantor or other
surety, for the obligations of the lessee under any Capital Lease (other than
intercompany leases between Company and its wholly-owned Subsidiaries), unless,
immediately after giving effect to the incurrence of liability with respect to
such lease, the aggregate liability of Company and its Subsidiaries under all
Capital Leases at the time in effect during the then current Fiscal Year or any
future period of 12 consecutive calendar months shall not exceed $4,500,000.

7.9 Sales and Lease-Backs.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a 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, (i) which Company or any of its Subsidiaries has sold or
transferred or is to sell or transfer to any other Person (other than Company or
any of its Subsidiaries) or (ii) which Company or any of its Subsidiaries
intends to use for substantially the same purpose as any other property which
has been or is to be sold or transferred by Company or any of its Subsidiaries
to any Person (other than Company or any of its Subsidiaries) in connection with
such lease; provided that Company and its Subsidiaries may become and remain
liable as lessee, guarantor or other surety with respect to any such lease if
and to the extent that Company or any of its Subsidiaries would be permitted to
enter into, and remain liable under, such lease under subsection 7.8.

7.10 Sale or Discount of Receivables.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, sell with recourse, or discount or otherwise sell for
less than the face value thereof, any of its notes or accounts receivable other
than to the Company or any wholly owned Subsidiaries of Company.

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7.11 Transactions with Shareholders and Affiliates.

Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or permit to exist any transaction
(including, without limitation, the purchase, sale, lease or exchange of any
property or the rendering of any service) with any holder of 5% or more of any
class of equity Securities of Company or with any Affiliate of Company or of any
such holder, on terms that are less favorable to Company or that Subsidiary, as
the case may be, than those that might be obtained at the time from Persons who
are not such a holder or Affiliate; provided that the foregoing restriction
shall not apply to (i) any transaction between Company and any of its
wholly-owned Subsidiaries or between any of its wholly-owned Subsidiaries;
(ii) reasonable and customary fees paid to members of the Boards of Directors of
Company and its Subsidiaries; (iii) payments made to W. Don Cornwell or
Stuart J. Beck, as applicable, pursuant to the Employment Agreements; (iv) the
participation by Bankers, in its capacities as Administrative Agent and a
Lender, under this Agreement and the other Loan Documents; (v) the transactions
listed under the caption ``Certain Transactions'' in the Convertible Preferred
Prospectus; or (vi) the transactions set forth on Schedule 7.11 hereto.

7.12 Disposal of Subsidiary Stock.

Company shall not:

(i) directly or indirectly sell, assign, pledge or otherwise encumber
or dispose of any shares of capital stock or other equity Securities of any
of its Subsidiaries, except (a) to qualify directors if required by
applicable law, (b) to Lenders pursuant to the terms of the Loan Documents
or (c) as permitted under subsection 7.7(i); or

(ii) permit any of its Subsidiaries directly or indirectly to sell,
assign, pledge or otherwise encumber or dispose of any shares of capital
stock or other equity Securities of any of its Subsidiaries (including such
Subsidiary), except (a) to Company or a wholly-owned Subsidiary of Company,
(b) to qualify directors if required by applicable law or (c) to Lenders
pursuant to the terms of the Loan Documents.

7.13 Conduct of Business.

From and after the Closing Date, Company shall not, and shall not permit
any of its Subsidiaries to, engage in any business other than (i) the businesses
engaged in by Company and its Subsidiaries on the Closing Date and similar or
related businesses and (ii) such other lines of business as may be consented to
by Requisite Lenders. No License Co. shall engage in any business other than
the holding of the FCC Licenses and the performance of its obligations under any
of the Loan Documents to which it is a party and, except as set forth on
Schedule 5.18 annexed hereto, no Subsidiary other than License Co. shall own any
FCC License.

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7.14 Amendments of Related Documents; Documents Relating to Subordinated
Indebtedness; Amendments of Material Documents.

A. Company shall not modify, amend, supplement or terminate, or agree to
modify, amend, supplement or terminate any Related Document (other than
Subordinated Indebtedness which is governed by subsection 7.14B below) in any
way which would be materially adverse to the interests of the Lenders, in the
sole opinion of Requisite Lenders.

B. Company shall not, and shall not permit any of its Subsidiaries to,
amend or otherwise change the terms of any Subordinated Indebtedness, or make
any payment consistent with an amendment thereof or change thereto, if the
effect of such amendment or change is to increase the interest rate on such
Subordinated Indebtedness, change (to earlier dates) any dates upon which
payments of principal or interest are due thereon, change any event of default
or condition to an event of default with respect thereto (other than to
eliminate any such event of default), change the redemption, prepayment or
defeasance provisions thereof, change the subordination provisions thereof (or
of any guaranty thereof), or change any collateral therefor (other than to
release such collateral), or if the effect of such amendment or change, together
with all other amendments or changes made, is to increase materially the
obligations of the obligor thereunder or to confer any additional rights on the
holders of such Subordinated Indebtedness (or a trustee or other representative
on their behalf) which would be adverse to Company or Lenders.

C. Company shall not, and shall not permit any of its Subsidiaries to,
amend or otherwise modify the terms of any of the Material Agreements in any way
which would be materially adverse to the interests of the Lenders or which would
materially adversely affect the economic benefits of any such agreement to which
Company or any Subsidiary party hereto is entitled, in each case in the sole
opinion of Requisite Lenders.

7.15 Fiscal Year.

Company shall not change its Fiscal Year-end from December 31.

7.16 Transactions With Certain Subsidiaries.

Neither Company nor any Subsidiary of Company shall engage in any
intercompany transfers or other transactions (including with respect to the
incurrence of indebtedness, any capital contribution or otherwise) with Granite
Response Television, Inc. or any Acquisition Subsidiary nor shall Company permit
any such Subsidiary to engage in any business activities whatsoever (other than,
in the case of any License Co. which is an Acquisition Subsidiary, the filing of
an application with the FCC to assign to such License Co. the FCC Licenses of
radio or television stations to be acquired in connection with an Acquisition),
unless and until such Subsidiary shall have entered into a Subsidiary Pledge and
Security Agreement and the Subsidiary Guaranty and otherwise complied with the
provisions of subsection 6.13 as if such Subsidiary were a New Subsidiary.

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SECTION 8.
EVENTS OF DEFAULT

If any of the following conditions or events (``Events of Default'') shall
occur:

8.1 Failure to Make Payments When Due.

Failure to pay any installment of principal of any Loan when due, whether
at stated maturity, by acceleration, by notice of prepayment or otherwise;
failure to pay when due any amount payable to an Issuing Lender in reimbursement
of any drawing under a Letter of Credit; or failure to pay any interest on any
Loan or any fee or any other amount due under this Agreement within three days
after the date due; or

8.2 Default in Other Agreements.

(i) Failure of Company or any of its Subsidiaries to pay when due (a) any
principal of or interest on any Indebtedness (other than Indebtedness referred
to in subsection 8.1) in an individual principal amount of $1,000,000 or more or
any items of Indebtedness with an aggregate principal amount of $2,000,000 or
more or (b) any Contingent Obligation in an individual principal amount of
$1,000,000 or more or any Contingent Obligations with an aggregate principal
amount of $2,000,000 or more, in each case beyond the end of any grace period
provided therefor; or (ii) breach or default by Company or any of its
Subsidiaries with respect to any other material term of (a) any evidence of any
Indebtedness in an individual principal amount of $1,000,000 or more or any
items of Indebtedness with an aggregate principal amount of $2,000,000 or more
or any Contingent Obligation in an individual principal amount of $1,000,000 or
more or any Contingent Obligations with an aggregate principal amount of
$2,000,000 or more or (b) any loan agreement, mortgage, indenture or other
agreement relating to such Indebtedness or Contingent Obligation(s), if the
effect of such breach or default is to cause, or to permit the holder or holders
of that Indebtedness or Contingent Obligation(s) (or a trustee on behalf of such
holder or holders) to cause, that Indebtedness or Contingent Obligation(s) to
become or be declared due and payable prior to its stated maturity or the stated
maturity of any underlying obligation, as the case may be (upon the giving or
receiving of notice, lapse of time, both, or otherwise); or

8.3 Breach of Certain Covenants.

Failure of Company to perform or comply with any term or condition
contained in subsection 2.4, 2.5 or 6.2 or Section 7 of this Agreement; or

8.4 Breach of Warranty.

Any representation, warranty, certification or other statement made by
Company or any of its Subsidiaries in any Loan Document or in any statement or
certificate at any time given by Company or any of its Subsidiaries in writing
pursuant hereto or thereto or in

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connection herewith or therewith shall be false in any material respect on the
date as of which made; or

8.5 Other Defaults Under Loan Documents.

Company or any of its Subsidiaries shall default in the performance of or
compliance with any term contained in this Agreement or any of the other Loan
Documents to which it is a party, other than any such term referred to in any
other subsection of this Section 8, and such default shall not have been
remedied or waived within 30 days after the earlier of (i) an officer of Company
or such Credit Party becoming aware of such default or (ii) receipt by Company
or such Credit Party of notice from Administrative Agent, Collateral Agent or
any Lender of such default; or

8.6 Involuntary Bankruptcy; Appointment of Receiver, etc.

(i) A court having jurisdiction in the premises shall enter a decree or
order for relief in respect of Company or any of its Subsidiaries in an
involuntary case under the Bankruptcy Code or under any other applicable
bankruptcy, insolvency or similar law now or hereafter in effect, which decree
or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or (ii) an involuntary case shall be commenced
against Company or any of its Subsidiaries under the Bankruptcy Code or under
any other applicable bankruptcy, insolvency or similar law now or hereafter in
effect; or a decree or order of a court having jurisdiction in the premises for
the appointment of a receiver, liquidator, sequestrator, trustee, custodian or
other officer having similar powers over Company or any of its Subsidiaries, or
over all or a substantial part of its property, shall have been entered; or
there shall have occurred the involuntary appointment of an interim receiver,
trustee or other custodian of Company or any of its Subsidiaries for all or a
substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the
property of Company or any of its Subsidiaries, and any such event described in
this clause (ii) shall continue for 60 days unless dismissed, bonded or
discharged; or

8.7 Voluntary Bankruptcy; Appointment of Receiver, etc.

(i) Company or any of its Subsidiaries shall have an order for relief
entered with respect to it or commence a voluntary case under the Bankruptcy
Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect, or shall consent to the entry of an order for relief in an
involuntary case, or to the conversion of an involuntary case to a voluntary
case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial
part of its property; or Company or any of its Subsidiaries shall make any
assignment for the benefit of creditors; or (ii) Company or any of its
Subsidiaries shall be unable, or shall fail generally, or shall admit in writing
its inability, to pay its debts as such debts become due; or the Board of
Directors of Company or any of its Subsidiaries (or any committee thereof)

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shall adopt any resolution or otherwise authorize any action to approve any of
the actions referred to in clause (i) above or this clause (ii); or

8.8 Judgments and Attachments.

Any money judgment, writ or warrant of attachment or similar process
involving (i) in any individual case an amount in excess of $1,000,000 or
(ii) in the aggregate at any time an amount in excess of $1,500,000 (in either
case not adequately covered by insurance as to which a solvent and unaffiliated
insurance company has acknowledged coverage) shall be entered or filed against
Company or any of its Subsidiaries or any of their respective assets and shall
remain undischarged, unvacated, unbonded or unstayed for a period of 60 days (or
in any event later than five days prior to the date of any proposed sale
thereunder); or

8.9 Dissolution.

Any order, judgment or decree shall be entered against Company or any of
its Subsidiaries decreeing the dissolution or split up of Company or that
Subsidiary and such order shall remain undischarged or unstayed for a period in
excess of 30 days; or

8.10 Employee Benefit Plans.

There shall occur one or more ERISA Events which individually or in the
aggregate (i) results in liability of Company or any of its ERISA Affiliates in
excess of $1,000,000 during the term of this Agreement and such liability (I) is
not adequately covered by insurance as to which a solvent and unaffiliated
insurance company has acknowledged coverage and (II) remains undischarged,
unvacated, unbonded, or unstayed for a period of 60 days or (ii) might
reasonably be expected to result in liability of Company or any of its ERISA
Affiliates in excess of $1,000,000 during the term of this Agreement and
(I) such reasonably expected liability is not adequately covered by insurance as
to which a solvent and unaffiliated insurance company has acknowledged coverage
and (II) the Company or any of its ERISA Affiliates does not, within 60 days of
such ERISA Event, post a bond, set aside an amount in escrow, or take other
measures to secure the payment of the excess of such reasonably anticipated
liability over $1,000,000; or there shall exist an amount of unfunded benefit
liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the
aggregate for all Pension Plans (excluding for purposes of such computation any
Pension Plans with respect to which assets exceed benefit liabilities), which
exceeds $1,000,000; or

8.11 Material Adverse Effect.

Any event or change shall occur that has caused or evidences, either in any
case or in the aggregate, a Material Adverse Effect; or

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8.12 Change in Executive Officers of Company.

Either Don Cornwell or Stuart Beck shall cease for any reason whatsoever,
including, without limitation, death or disability (as such disability shall be
determined in the sole and absolute judgment of Administrative Agent) to be and
continuously perform their present duties of executive officers of Company, or,
if such cessation shall occur as a result of death or such disability, no
successor satisfactory to the Administrative Agent and to Requisite Lenders in
their sole discretion shall have become and shall have commenced to perform the
duties of such executive officer of Company within sixty (60) days after such
cessation; provided, however, that if any satisfactory successor shall have been
so elected and shall have commenced performance of such duties within such
period, the name of such successor or successors shall be deemed to have been
inserted in place of Don Cornwell or Stuart Beck, respectively, in this
paragraph; or

8.13 Change in Control.

A Change of Control shall have occurred; or

8.14 FCC Licenses.

Any FCC License owned or held by Company or any of its Subsidiaries or any
other FCC License required for the lawful ownership, lease, control, use,
operation, management or maintenance of any broadcast station or other
broadcasting property of Company or any of its Subsidiaries shall be cancelled,
terminated, rescinded, revoked, suspended, impaired, otherwise finally denied
renewal, or otherwise modified in any material adverse respect, or shall be
renewed on terms that materially and adversely affect the economic or commercial
value or usefulness thereof, the result of which would have a Material Adverse
Effect; or any such FCC License, the loss of which would have a Material Adverse
Effect, shall no longer be in full force and effect; or the grant of any such
FCC License, the loss of which would have a Material Adverse Effect, shall have
been stayed, vacated or reversed, or modified in any material adverse respect,
by judicial or administrative proceedings; or any administrative law judge of
the FCC shall have issued an initial decision in any non-comparative license
renewal, license revocation or any comparative (multiple applicant) proceeding
to the effect that any such FCC License, the loss of which would have a Material
Adverse Effect, should be revoked or not be renewed; or any other proceeding
shall have been instituted by or shall have been commenced before any court, the
FCC or any other regulatory body that more likely than not will result in such
cancellation, termination, rescission, revocation, impairment or suspension of
any such FCC License or result in such modification of any such FCC License that
would more likely than not have a Material Adverse Effect.

THEN (i) upon the occurrence of any Event of Default described in subsection 8.6
or 8.7, each of (a) the unpaid principal amount of and accrued interest on the
Loans, (b) an amount equal to the maximum amount that may at any time be drawn
under all Letters of Credit then outstanding (whether or not any beneficiary
under any such Letter of Credit

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shall have presented, or shall be entitled at such time to present, the drafts
or other documents or certificates required to draw under such Letter of
Credit), and (c) all other Obligations of the Company under this Agreement and
the Notes shall automatically become immediately due and payable, without
presentment, demand, protest or other requirements of any kind, all of which are
hereby expressly waived by Company, and the obligation of each Lender to make
any Loan, the obligation of Administrative Agent to issue any Letter of Credit
and the right of any Lender to issue any Letter of Credit hereunder shall
thereupon terminate, and (ii) upon the occurrence and during the continuation of
any other Event of Default, Administrative Agent shall, upon the written request
of Requisite Lenders, by written notice to Company, declare all or any portion
of the amounts described in clauses (a) through (c) above to be, and the same
shall forthwith become, immediately due and payable, and the obligation of each
Lender to make any Loan, the obligation of Administrative Agent to issue any
Letter of Credit and the right of any Lender to issue any Letter of Credit
hereunder shall thereupon terminate; provided that the foregoing shall not
affect in any way the obligations of Lenders under subsection 3.3C(i).

Any amounts described in clause (b) above, when received by Administrative
Agent, shall be held by Administrative Agent pursuant to such documentation as
the Administrative Agent or Requisite Lenders shall request, as cash collateral
for Company's reimbursement obligations in respect of any drawing under any
Letters of Credit and the payment of the Obligations.

Notwithstanding anything contained in the second preceding paragraph, if at
any time within 60 days after an acceleration of the Loans pursuant to such
paragraph Company shall pay all arrears of interest and all payments on account
of principal which shall have become due otherwise than as a result of such
acceleration (with interest on principal and, to the extent permitted by law, on
overdue interest, at the rates specified in this Agreement) and all Events of
Default and Potential Events of Default (other than non-payment of the principal
of and accrued interest on the Loans, in each case which is due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant to
subsection 10.6, then Requisite Lenders, by written notice to Company, may at
their option rescind and annul such acceleration and its consequences; but such
action shall not affect any subsequent Event of Default or Potential Event of
Default or impair any right consequent thereon. The provisions of this
paragraph are intended merely to bind Lenders to a decision which may be made at
the election of Requisite Lenders and are not intended to benefit Company and do
not grant Company the right to require Lenders to rescind or annul any
acceleration hereunder, even if the conditions set forth herein are met.

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SECTION 9.
AGENT

9.1 Appointment.

Bankers is hereby appointed Administrative Agent hereunder and under the
other Loan Documents, as successor to the ``Agent'' and the ``Collateral Agent''
as each such term is defined in the Existing Agreement, and each Lender hereby
authorizes Administrative Agent to act as its agent in accordance with the terms
of this Agreement and the other Loan Documents. Administrative Agent agrees to
act upon the express conditions contained in this Agreement and the other Loan
Documents, as applicable. The provisions of this Section 9 are solely for the
benefit of Administrative Agent and Lenders and Company shall have no rights as
a third party beneficiary of any of the provisions thereof. In performing its
functions and duties under this Agreement, Administrative Agent shall act solely
as an agent of Lenders and does not assume and shall not be deemed to have
assumed any obligation towards or relationship of agency or trust with or for
Company or any of its Subsidiaries. Administrative Agent reserves the right to
employ the services of its Affiliates, including BT Securities Corporation
(``BTSC''), in providing the services of Administrative Agent contemplated by
this Agreement and the other Loan Documents. Company acknowledges and agrees
that Administrative Agent may share with any of its Affiliates (including BTSC)
any information relating to Company and its Subsidiaries and the transactions
contemplated by this Agreement.

9.2 Powers; General Immunity.

A. Duties Specified. Each Lender irrevocably authorizes Administrative
Agent to take such action on such Lender's behalf and to exercise such powers
hereunder and under the other Loan Documents as are specifically delegated to
Administrative Agent by the terms hereof and thereof, together with such powers
as are reasonably incidental thereto. Administrative Agent shall have only
those duties and responsibilities that are expressly specified in this Agreement
and the other Loan Documents and it may perform such duties by or through its
agents or employees. Administrative Agent shall not have, by reason of this
Agreement or any of the other Loan Documents, a fiduciary relationship in
respect of any Lender; and nothing in this Agreement or any of the other Loan
Documents, expressed or implied, is intended to or shall be so construed as to
impose upon Administrative Agent any obligations in respect of this Agreement or
any of the other Loan Documents except as expressly set forth herein or therein.

B. No Responsibility for Certain Matters. Administrative Agent shall not
be responsible to any Lender for the execution, effectiveness, genuineness,
validity, enforceability, collectibility or sufficiency of this Agreement or any
other Loan Document or for any representations, warranties, recitals or
statements made herein or therein or made in any written or oral statement or in
any financial or other statements, instruments, reports or certificates or any
other documents furnished or made by Administrative Agent to Lenders or by or on
behalf of Company to Administrative Agent or any Lender in connection with

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the Loan Documents and the transactions contemplated thereby or for the
financial condition or business affairs of Company or any other Person liable
for the payment of any Obligations, nor shall Administrative Agent be required
to ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained in any of the Loan
Documents or as to the use of the proceeds of the Loans or the use of the
Letters of Credit or as to the existence or possible existence of any Event of
Default or Potential Event of Default. Anything contained in this Agreement to
the contrary notwithstanding, Administrative Agent shall not have any liability
arising from confirmations of the amount of outstanding Loans or the Letter of
Credit Usage or the component amounts thereof.

C. Exculpatory Provisions. Neither Administrative Agent nor any of its
officers, directors, employees or agents shall be liable to Lenders for any
action taken or omitted hereunder or in connection herewith except to the extent
caused by Administrative Agent's gross negligence or willful misconduct. If
Administrative Agent shall request instructions from Lenders with respect to any
act or action (including the failure to take an action) in connection with this
Agreement or any of the other Loan Documents, Administrative Agent shall be
entitled to refrain from such act or taking such action unless and until
Administrative Agent shall have received instructions from Requisite Lenders.
Without prejudice to the generality of the foregoing, (i) Administrative Agent
shall be entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for Company and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever against Administrative Agent as a result of
Administrative Agent acting or (where so instructed) refraining from acting
under this Agreement or any of the other Loan Documents in accordance with the
instructions of Requisite Lenders. Administrative Agent shall be entitled to
refrain from exercising any power, discretion or authority vested in it under
this Agreement or any of the other Loan Documents unless and until it has
obtained the instructions of Requisite Lenders.

D. Administrative Agent Entitled to Act as Lender. The agency hereby
created shall in no way impair or affect any of the rights and powers of, or
impose any duties or obligations upon, Administrative Agent in its individual
capacity as a Lender hereunder. With respect to its participation in the Loans
and the Letters of Credit, Administrative Agent shall have the same rights and
powers hereunder as any other Lender and may exercise the same as though it were
not performing the duties and functions delegated to it hereunder, and the term
``Lender'' or ``Lenders'' or any similar term shall, unless the context clearly
otherwise indicates, include Administrative Agent in its individual capacity.
Administrative Agent and its Affiliates may accept deposits from, lend money to
and generally engage in any kind of banking, trust, financial advisory or other
business with Company or any of its Affiliates as if it were not performing the
duties specified herein, and may accept fees and other consideration from
Company for services in connection with this Agreement and otherwise without
having to account for the same to Lenders.

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9.3 Representations and Warranties; No Responsibility For Appraisal of
Creditworthiness.

Each Lender represents and warrants that it has made its own independent
investigation of the financial condition and affairs of Company and its
Subsidiaries in connection with the making of the Loans and the issuance of
Letters of Credit hereunder and that it has made and shall continue to make its
own appraisal of the creditworthiness of Company. Administrative Agent shall
not have any duty or responsibility, either initially or on a continuing basis,
to make any such investigation or any such appraisal on behalf of Lenders or to
provide any Lender with any credit or other information with respect thereto,
whether coming into its possession before the making of the Loans or at any time
or times thereafter, and Administrative Agent shall not have any responsibility
with respect to the accuracy of or the completeness of any information provided
to Lenders.

9.4 Right to Indemnity.

Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify Administrative Agent, to the extent that Administrative Agent shall
not have been reimbursed by Company, for and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses (including, without limitation, counsel fees and disbursements) or
disbursements of any kind or nature whatsoever which may be imposed on, incurred
by or asserted against Administrative Agent in performing its duties hereunder
or under the other Loan Documents or otherwise in any way relating to or arising
out of this Agreement or the other Loan Documents; provided that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from Administrative Agent's gross negligence or willful misconduct. If any
indemnity furnished to Administrative Agent for any purpose shall, in the
opinion of Administrative Agent, be insufficient or become impaired,
Administrative Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished.

9.5 Payee of Note Treated as Owner.

Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes hereof unless and until an Assignment and Acceptance
effecting the assignment or transfer thereof shall have been accepted by
Administrative Agent as provided in subsection 10.1B(iii). Any request,
authority or consent of any person or entity who, at the time of making such
request or giving such authority or consent, is the holder of any Note shall be
conclusive and binding on any subsequent holder, transferee or assignee of that
Note or of any Note or Notes issued in exchange therefor.

9.6 Successor Administrative Agent.

Administrative Agent may resign at any time by giving 30 days' prior
written notice thereof to Lenders and Company. Upon any such notice of
resignation, Requisite Lenders

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shall have the right, upon receiving Company's consent (provided that such
consent shall not be required during the continuance of an Event of Default if
such successor Administrative Agent is a Lender, and shall not otherwise be
unreasonably withheld), to appoint a successor Administrative Agent. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent that successor Administrative Agent shall thereupon succeed
to and become vested with all the rights, powers, privileges and duties of the
retiring Administrative Agent and the retiring Administrative Agent shall be
discharged from its duties and obligations under this Agreement. After any
retiring Administrative Agent's resignation hereunder, the provisions of this
Section 9 shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

9.7 Appointment of Collateral Agent.

Each Lender hereby appoints Bankers to serve as Collateral Agent and to act
as such under the Collateral Documents. Each Lender hereby further authorizes
Collateral Agent to enter into the Collateral Documents on behalf of and for the
benefit of Lenders and agrees to be bound by the terms of the Collateral
Documents; provided that Collateral Agent shall not enter into or consent to any
amendment, modification, termination or waiver of any provision contained in the
Collateral Documents without the prior consent of the Requisite Lenders or the
Lenders, as may be required by subsection 10.6 of this Agreement. Each Lender
agrees that no Lender shall have any right individually to realize upon the
security granted by the Collateral Documents, it being understood and agreed
that such rights and remedies may be exercised by Administrative Agent or
Collateral Agent for the benefit of Lenders in accordance with the terms of such
agreements.

SECTION 10.
MISCELLANEOUS

10.1 Assignments and Participations in Loans and Letters of Credit.

A. General. Subject to subsection 10.1B, each Lender shall have the
right at any time to (i) sell, assign, transfer or negotiate to any Eligible
Assignee, or (ii) sell participations to any Person in, all or any part of its
Commitments or any Loan or Loans made by it or its Letters of Credit or
participations therein or any other interest herein or in any other Obligations
owed to it; provided that no such assignment or participation shall, without the
consent of Company, require Company to file a registration statement with the
Securities and Exchange Commission or apply to qualify such assignment or
participation under the securities laws of any state. Except as otherwise
provided in this subsection 10.1, no Lender shall, as between Company and such
Lender, be relieved of any of its obligations hereunder as a result of any sale,
assignment, transfer or negotiation of, or any granting of participations in,
all or any part of its Commitments or the Loans, the Letters of Credit or
participations therein or the other Obligations owed to such Lender; provided,
further that no such sale, assignment, transfer or participation of any Letter
of Credit or any

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participation therein may be made separately from a sale, assignment, transfer
or participation of a corresponding interest in the Revolving Loan Commitment
and the Revolving Loans of the Lender effecting such sale, assignment, transfer
or participation.

B. Assignments.

(i) Amounts and Terms of Assignments. Each Commitment, Loan, Letter
of Credit or participation therein or other Obligation may (a) be assigned
in any amount to another Lender, or to an Affiliate of the assigning Lender
or another Lender, with the giving of notice to Company and Administrative
Agent or (b) be assigned in an aggregate amount of not less than $5,000,000
(or such lesser amount as shall constitute the aggregate amount of the
Commitments, Loans, Letters of Credit and participations therein and other
Obligations of the assigning Lender) to any other Eligible Assignee with
the giving of notice to Company and with the consent of Administrative
Agent (which consent shall not be unreasonably withheld). To the extent of
any such assignment in accordance with either clause (a) or (b) above, the
assigning Lender shall be relieved of its obligations with respect to its
Commitments, Loans, Letters of Credit or participations therein or other
Obligations or the portion thereof so assigned. The parties to each such
assignment shall execute and deliver to Administrative Agent, for its
acceptance, an Assignment and Acceptance, together with a processing fee of
$3,500 (provided, however, that no such processing fees shall be payable in
the case of assignments pursuant to this subsection 10.1 effected during
the first five Business Days immediately following of the Closing Date) and
such certificates, documents or other evidence, if any, with respect to
United States federal income tax withholding matters as the assignee under
such Assignment and Acceptance may be required to deliver to Administrative
Agent pursuant to subsection 2.7B(iii). Upon such execution, delivery and
acceptance, from and after the effective date specified in such Assignment
and Acceptance, (y) the assignee thereunder shall be a party hereto and, to
the extent that rights (other than any rights which survive the termination
of this Agreement under subsection 10.9B) and obligations hereunder have
been assigned to it pursuant to such Assignment and Acceptance, shall have
the rights and obligations of a Lender hereunder and (z) the assigning
Lender thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance
covering all or the remaining portion of an assigning Lender's rights and
obligations under this Agreement, such Lender shall cease to be a party
hereto; provided that, anything contained in any of the Loan Documents to
the contrary notwithstanding, if such Lender is the Issuing Lender with
respect to any outstanding Letters of Credit such Lender shall continue to
have all rights and obligations of an Issuing Lender with respect to such
Letters of Credit until the cancellation or expiration of such Letters of
Credit and the reimbursement of any amounts drawn thereunder). The
Commitments hereunder shall be modified to reflect the Commitment of such
assignee and any remaining Commitment of such assigning Lender and, if any
such

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assignment occurs after the issuance of the Notes hereunder, new Notes
shall, upon surrender of the assigning Lender's Notes, be issued (at the
expense of Company) to the assignee and to the assigning Lender,
substantially in the form of Exhibit IV or Exhibit V annexed hereto, as the
case may be, with appropriate insertions, to reflect the new Commitments
and/or outstanding Additional Credit Loans, as the case may be, of the
assignee and the assigning Lender.

(ii) Acceptance by Administrative Agent. Upon its receipt of an
Assignment and Acceptance executed by an assigning Lender and an assignee
representing that it is an Eligible Assignee, together with the processing
fee referred to in subsection 10.1B(i) and any certificates, documents or
other evidence with respect to United States federal income tax withholding
matters that such assignee may be required to deliver to Administrative
Agent pursuant to subsection 2.7B(iii), Administrative Agent shall, if such
Assignment and Acceptance has been completed and is in substantially the
form of Exhibit X hereto and if Administrative Agent has consented to the
assignment evidenced thereby (to the extent such consent is required
pursuant to subsection 10.1B(i)), (a) accept such Assignment and Acceptance
by executing a counterpart thereof as provided therein (which acceptance
shall evidence any required consent of Administrative Agent to such
assignment) and (b) give prompt notice thereof to Company. Administrative
Agent shall maintain a copy of each Assignment and Acceptance delivered to
and accepted by it as provided in this subsection 10.1B(ii).

C. Participations. The holder of any participation, other than an
Affiliate of the Lender granting such participation, shall not be entitled to
require such Lender to take or omit to take any action hereunder except action
directly affecting (i) the extension of the scheduled final maturity date of the
principal amount of or interest on any Loan allocated to such participation or
(ii) a reduction of the principal amount of or the rate of interest payable on
any Loan allocated to such participation, and all amounts payable by Company
hereunder (including without limitation amounts payable to such Lender pursuant
to subsections 2.6D, 2.7 and 3.6) shall be determined as if such Lender had not
sold such participation. Company and each Lender hereby acknowledge and agree
that, solely for purposes of subsections 10.4 and 10.5, (a) any participation
will give rise to a direct obligation of Company to the participant and (b) the
participant shall be considered to be a ``Lender''.

D. Assignments to Federal Reserve Banks. In addition to the assignments
and participations permitted under the foregoing provisions of this subsection
10.1, any Lender may assign and pledge all or any portion of its Loans, the
other Obligations owed to such Lender and its Notes to any Federal Reserve Bank
as collateral security pursuant to Regulation A of the Board of Governors of the
Federal Reserve System and any operating circular issued by such Federal Reserve
Bank. No Lender shall, as between Company and such Lender, be relieved of any
of its obligations hereunder as a result of any such assignment and pledge.

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E. Information. Each Lender may furnish any information concerning
Company and its Subsidiaries in the possession of that Lender from time to time
to assignees and participants (including prospective assignees and
participants), subject to subsection 10.19.

10.2 Expenses.

Whether or not the transactions contemplated hereby shall be consummated,
Company agrees to pay promptly (i) all the actual and reasonable costs and
expenses of preparation of the Loan Documents; (ii) all the costs of furnishing
all opinions by counsel for Company and the other Credit Parties (including
without limitation any opinions requested by Lenders as to any legal matters
arising hereunder) and of Company's performance of and compliance with all
agreements and conditions on its part to be performed or complied with under
this Agreement and the other Loan Documents including, without limitation, with
respect to confirming compliance with environmental and insurance requirements;
(iii) the reasonable fees, expenses and disbursements of counsel to
Administrative Agent and Collateral Agent (including allocated costs of internal
counsel) in connection with the negotiation, preparation, execution and
administration of the Loan Documents and the Loans and any consents, amendments,
waivers or other modifications hereto or thereto and any other documents or
matters requested by Company; (iv) all other actual and reasonable costs and
expenses incurred by Administrative Agent in connection with the syndication of
the Commitments, the negotiation, preparation execution and administration of
the Loan Documents and the transactions contemplated hereby and thereby; (v) all
the actual costs and expenses of creating and perfecting Liens in favor of
Collateral Agent for the benefit of Lenders pursuant to any Loan Document,
including filing and recording fees and expenses, title insurance, fees and
expenses of counsel for providing such opinions as Lenders may reasonably
request and reasonable fees and expenses of legal counsel to Administrative
Agent and Collateral Agent; and (vi) after the occurrence of an Event of
Default, all costs and expenses, including reasonable attorneys' fees (including
allocated costs of internal counsel) and costs of settlement, incurred by
Administrative Agent, Collateral Agent and Lenders in enforcing any Obligations
of or in collecting any payments due from Company hereunder or under the other
Loan Documents by reason of such Event of Default or in connection with any
refinancing or restructuring of the credit arrangements provided under this
Agreement in the nature of a ``work-out'' or pursuant to any insolvency or
bankruptcy proceedings.

10.3 Indemnity.

In addition to the payment of expenses pursuant to subsection 10.2, whether
or not the transactions contemplated hereby shall be consummated, Company agrees
to defend, indemnify, pay and hold harmless Administrative Agent, Collateral
Agent, Co-Agents, Documentation Agent and Lenders, and the officers, directors,
partners, shareholders, employees, agents and affiliates of Administrative
Agent, Collateral Agent, Co-Agents, Documentation Agent and Lenders
(collectively called the ``Indemnitees'') from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
claims, costs, expenses and disbursements of any kind or nature whatsoever
(including

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without limitation the reasonable fees and disbursements of counsel for such
Indemnitees in connection with any investigative, administrative or judicial
proceeding commenced or threatened by any Person, whether or not any such
Indemnitee shall be designated as a party or a potential party thereto), whether
direct, indirect or consequential and whether based on any federal, state or
foreign laws, statutes, rules or regulations (including without limitation
securities and commercial laws, statutes, rules or regulations and Environmental
Laws), on common law or equitable cause or on contract or otherwise, that may be
imposed on, incurred by, or asserted against any such Indemnitee, in any manner
relating to or arising out of the Commitment Letter, this Agreement or the other
Loan Documents or the transactions contemplated hereby or thereby (including
without limitation Lenders' agreement to make the Loans hereunder or the use or
intended use of the proceeds of any of the Loans or the issuance of Letters of
Credit hereunder or the use or intended use of any of the Letters of Credit) or
the statements contained in the commitment letter delivered by any Lender to
Company with respect thereto (collectively called the ``Indemnified
Liabilities''); provided that Company shall not have any obligation to any
Indemnitee hereunder (i) with respect to any Indemnified Liabilities to the
extent such Indemnified Liabilities arise solely from the gross negligence or
willful misconduct of that Indemnitee as determined by a final judgment of a
court of competent jurisdiction, (ii) with respect to judicial proceedings
commenced against such Indemnitee by any holder of the debt or equity securities
of such Indemnitee based solely on the rights afforded such holder in its
capacity as such, and (iii) with respect to judicial proceedings commenced
solely against such Indemnitee by another Indemnitee. To the extent that the
undertaking to defend, indemnify, pay and hold harmless set forth in the
preceding sentence may be unenforceable because it is violative of any law or
public policy, Company shall contribute the maximum portion that it is permitted
to pay and satisfy under applicable law to the payment and satisfaction of all
Indemnified Liabilities incurred by the Indemnitees or any of them. The
provisions of this subsection 10.3 shall supersede the indemnification
provisions contained in the Commitment Letter.

10.4 Set-Off.

In addition to any rights now or hereafter granted under applicable law and
not by way of limitation of any such rights, upon the occurrence of any Event of
Default each Lender is hereby authorized by Company at any time or from time to
time, with prior written consent of Administrative Agent, but without notice to
Company or to any other Person, any such notice being hereby expressly waived,
to set off and to appropriate and to apply any and all deposits (general or
special, including, but not limited to, Indebtedness evidenced by certificates
of deposit, whether matured or unmatured, but not including trust accounts) and
any other Indebtedness at any time held or owing by that Lender to or for the
credit or the account of Company against and on account of the obligations and
liabilities of Company to that Lender under this Agreement, the Notes, the
Letters of Credit and participations therein, including, but not limited to, all
claims of any nature or description arising out of or connected with this
Agreement, the Notes, the Letters of Credit and participations therein or any
other Loan Document, irrespective of whether or not (i) that Lender shall have
made any demand hereunder or (ii) the principal of or the interest

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on the Loans or any amounts in respect of the Letters of Credit or any other
amounts due hereunder shall have become due and payable pursuant to Section 8
and although said obligations and liabilities, or any of them, may be contingent
or unmatured.

10.5 Ratable Sharing.

Lenders hereby agree among themselves that if any of them shall, whether by
voluntary payment, by realization upon security, through the exercise of any
right of set-off or banker's lien, by counterclaim or cross action or by the
enforcement of any right under the Loan Documents or otherwise, or as adequate
protection of a deposit treated as cash collateral under the Bankruptcy Code,
receive payment or reduction of a proportion of the aggregate amount of
principal, interest, amounts payable in respect of Letters of Credit, fees and
other amounts then due and owing to that Lender hereunder or under the other
Loan Documents (collectively, the ``Aggregate Amounts Due'' to such Lender)
which is greater than the proportion received by any other Lender in respect of
the Aggregate Amounts Due to such other Lender, then the Lender receiving such
proportionately greater payment shall (i) notify Administrative Agent and each
other Lender of the receipt of such payment and (ii) apply a portion of such
payment to purchase participations (which it shall be deemed to have purchased
from each seller of a participation simultaneously upon the receipt by such
seller of its portion of such payment) in the Aggregate Amounts Due to the other
Lenders so that all such recoveries of Aggregate Amounts Due shall be shared by
all Lenders in proportion to the Aggregate Amounts Due to them; provided that if
all or part of such proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender upon the bankruptcy or
reorganization of Company or otherwise, those purchases shall be rescinded and
the purchase prices paid for such participations shall be returned to such
purchasing Lender ratably to the extent of such recovery, but without interest.
Company expressly consents to the foregoing arrangement and agrees that any
holder of a participation so purchased may exercise any and all rights of
banker's lien, set-off or counterclaim with respect to any and all monies owing
by Company to that holder with respect thereto as fully as if that holder were
owed the amount of the participation held by that holder.

10.6 Amendments and Waivers.

A. No amendment, modification, termination or waiver of any provision of
this Agreement, the Notes, the Borrower Pledge and Security Agreement, the
Subsidiary Guaranty, the Subsidiary Pledge and Security Agreement or the
Mortgages, or consent to any departure by Company or any other Credit Party
therefrom, shall in any event be effective without the written concurrence of
Requisite Lenders; provided that any such amendment, modification, termination,
waiver or consent which: increases the amount of any of the Commitments or
reduces the principal amount of any of the Loans; increases the maximum amount
of Letters of Credit; changes any Lender's Pro Rata Share; changes in any manner
the definition of ``Requisite Lenders''; postpones the scheduled final maturity
date (or the date of any scheduled installment of principal) of any of the Loans
or reduces the amount of any scheduled payment (but not prepayment) or reduction
of Commit-

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ments thereof; postpones the date on which any interest or any fees are payable;
decreases the interest rate borne by any of the Loans (other than any waiver of
any increase in the interest rate applicable to any of the Loans pursuant to
subsection 2.2E) or the amount of any fees payable hereunder; changes in any
manner the provisions contained in subsection 8.1 or this subsection 10.6;
increases the maximum duration of Interest Periods permitted hereunder; reduces
the amount or postpones the due date of any amount payable in respect of, or
extends the required expiration date of, any Letter of Credit; changes in any
manner the obligations of Lenders relating to the purchase of participations in
Letters of Credit; changes in any manner any provision of this Agreement which,
by its terms, expressly requires the approval or concurrence of all Lenders;
releases all or substantially all of the Collateral; or releases any Credit
Party from its obligations under the Subsidiary Guaranty (other than in
connection with an Asset Sale permitted hereunder) shall be effective only if
evidenced by a writing signed by or on behalf of all Lenders. In addition,
(i) any amendment, modification, termination or waiver of any of the provisions
contained in Section 4 shall be effective only if evidenced by a writing signed
by or on behalf of Administrative Agent and Requisite Lenders, (ii) no
amendment, modification, termination or waiver of any provision of any Note
shall be effective without the written concurrence of the Lender which is the
holder of that Note, and (iii) no amendment, modification, termination or waiver
of any provision of Section 9 or of any other provision of this Agreement which,
by its terms, expressly requires the approval or concurrence of Administrative
Agent shall be effective without the written concurrence of Administrative
Agent.

B. If, in connection with any proposed amendment, modification,
termination or waiver to any of the provisions of this Agreement, the Notes, the
Borrower Pledge and Security Agreement, the Subsidiary Guaranty, the Subsidiary
Pledge and Security Agreement or the Mortgages as contemplated by the first
proviso of subsection 10.6A, the consent of the Requisite Lenders is obtained
but the consent of one or more of such other Lenders whose consent is required
is not obtained, then Company shall have the right, so long as all
non-consenting Lenders whose individual consent is required are treated as
described in either clause (i) or (ii) below, to either (i) replace each such
non-consenting Lender or Lenders with one or more Replacement Lenders pursuant
to subsection 2.10 so long as at the time of such replacement, each such
Replacement Lender consents to the proposed amendment, modification, termination
or waiver, or (ii) terminate such non-consenting Lender's Commitments and repay
in full its outstanding Loans in accordance with subsections 2.4B(i)(b) and
2.4B(ii)(c); provided that unless the Commitments that are terminated and the
Loans that are repaid pursuant to the preceding clause (ii) are immediately
replaced in full at such time through the addition of new Lenders or the
increase of the Commitments and/or outstanding Loans of existing Lenders (who in
each case must specifically consent thereto), then in the case of any action
pursuant to the preceding clause (ii), the Requisite Lenders (determined before
giving effect to the proposed action) shall specifically consent thereto;
provided further that Company shall not have the right to terminate such
non-consenting Lender's Commitments and repay in full its outstanding Loans
pursuant to clause (ii) of this subsection 10.6B if, immediately after the
termination of such Lender's Commitments in accordance with
subsection 2.4B(ii)(c), the Revolving Loan Exposure of all Lenders would exceed
the Revolving Loan Commit-

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ments of all Lenders or the Additional Credit Loan Exposure of all Lenders
party to any Additional Credit Facility Supplement would exceed the
Additional Credit Commitments of all Lenders party to such Additional Credit
Facility Supplement; provided still further that Company shall not have the
right to replace a Lender solely as a result of the exercise of such Lender's
rights (and the withholding of any required consent by such Lender) pursuant
to the second sentence of subsection 10.6A.

C. Administrative Agent may, but shall have no obligation to, with the
concurrence of any Lender, execute amendments, modifications, waivers or
consents on behalf of that Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on Company in any case shall entitle Company to
any other or further notice or demand in similar or other circumstances. Any
amendment, modification, termination, waiver or consent effected in accordance
with this subsection 10.6 shall be binding upon each Lender at the time
outstanding, each future Lender and, if signed by Company, on Company.

10.7 Independence of Covenants.

All covenants hereunder shall be given independent effect so that if a
particular action or condition is not permitted by any of such covenants, the
fact that it would be permitted by an exception to, or would otherwise be within
the limitations of, another covenant shall not avoid the occurrence of an Event
of Default or Potential Event of Default if such action is taken or condition
exists.

10.8 Notices.

Unless otherwise specifically provided herein, any notice or other
communication herein required or permitted to be given shall be in writing and
may be personally served, telecopied, telexed or sent by United States mail or
courier service and shall be deemed to have been given when delivered in person
or by courier service, upon receipt of telecopy or telex, or four Business Days
after depositing it in the United States mail, registered or certified, with
postage prepaid and properly addressed; provided that notices to Administrative
Agent shall not be effective until received. For the purposes hereof, the
address of each party hereto shall be as set forth under such party's name on
the signature pages hereof or (i) as to Company and Administrative Agent, such
other address as shall be designated by such Person in a written notice
delivered to the other parties hereto and (ii) as to each other party, such
other address as shall be designated by such party in a written notice delivered
to Administrative Agent.

10.9 Survival of Representations, Warranties and Agreements.

A. All representations, warranties and agreements made herein shall
survive the execution and delivery of this Agreement and the making of the Loans
and the issuance of the Letters of Credit hereunder.

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B. Notwithstanding anything in this Agreement or implied by law to the
contrary, the agreements of Company set forth in subsections 2.6D, 2.7, 3.5,
3.6, 5.12, 10.2, 10.3 and 10.4 and the agreements of Lenders set forth in
subsections 9.2C, 9.4 and 10.5 shall survive the payment of the Loans, the
cancellation or expiration of the Letters of Credit and the reimbursement of any
amounts drawn thereunder, and the termination of this Agreement.

10.10 Failure or Indulgence Not Waiver; Remedies Cumulative.

No failure or delay on the part of Administrative Agent, Collateral Agent
or any Lender in the exercise of any power, right or privilege hereunder or
under any other Loan Document shall impair such power, right or privilege or be
construed to be a waiver of any default or acquiescence therein, nor shall any
single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other power, right or privilege. All
rights and remedies existing under this Agreement and the other Loan Documents
are cumulative to, and not exclusive of, any rights or remedies otherwise
available.

10.11 Marshalling; Payments Set Aside.

None of Administrative Agent, Collateral Agent or any Lender shall be under
any obligation to marshal any assets in favor of Company or any other party or
against or in payment of any or all of the Obligations. To the extent that
Company makes a payment or payments to Administrative Agent or Collateral Agent
or Lenders (or to Administrative Agent or Collateral Agent for the benefit of
Lenders), or Administrative Agent or Collateral Agent or Lenders enforce any
security interests or exercise their rights of setoff, and such payment or
payments or the proceeds of such enforcement or setoff or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
and/or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, any other state or federal law, common law or any equitable
cause, then, to the extent of such recovery, the obligation or part thereof
originally intended to be satisfied, and all Liens, rights and remedies therefor
or related thereto, shall be revived and continued in full force and effect as
if such payment or payments had not been made or such enforcement or setoff had
not occurred.

10.12 Severability.

In case any provision in or obligation under this Agreement or the Notes
shall be invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or obligations, or of
such provision or obligation in any other jurisdiction, shall not in any way be
affected or impaired thereby.

10.13 Obligations Several; Independent Nature of Lenders' Rights.

The obligations of Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained

140

<PAGE>

herein or in any other Loan Document, and no action taken by Lenders pursuant
hereto or thereto, shall be deemed to constitute Lenders as a partnership, an
association, a joint venture or any other kind of entity. The amounts payable at
any time hereunder to each Lender shall be a separate and independent debt, and
each Lender shall be entitled to protect and enforce its rights arising out of
this Agreement and it shall not be necessary for any other Lender to be joined
as an additional party in any proceeding for such purpose.

10.14 Headings.

Section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.

10.15 Applicable Law.

THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO
CONFLICTS OF LAWS PRINCIPLES. Each Letter of Credit shall be governed by, and
shall be construed and enforced in accordance with, the laws or rules designated
in such Letter of Credit, or if no such laws or rules are designated, the
Uniform Customs and Practices for Documentary Credits (1993 Revision),
International Chamber of Commerce, Publication No. 500 (the ``Uniform Customs'')
and, as to matters not governed by the Uniform Customs, the laws of the State of
New York.

10.16 Successors and Assigns.

This Agreement shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of the parties
hereto and the successors and assigns of Lenders (it being understood that
Lenders' rights of assignment are subject to subsection 10.1). Neither
Company's rights or obligations hereunder nor any interest therein may be
assigned or delegated by Company without the prior written consent of all
Lenders.

10.17 Consent to Jurisdiction and Service of Process.

ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST COMPANY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR ANY OBLIGATION 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 AGREEMENT COMPANY ACCEPTS FOR ITSELF AND
IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF
FORUM NON CONVENIENS AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED
THEREBY IN CONNECTION WITH THIS AGREEMENT, SUCH OTHER LOAN DOCUMENT OR SUCH
OBLIGATION. Company

141

<PAGE>

designates and appoints CT Corporation Systems, and such other Persons as may
hereafter be selected by Company irrevocably agreeing in writing to so serve, as
its agent to receive on its behalf service of all process in any such
proceedings in any such court, such service being hereby acknowledged by Company
to be effective and binding service in every respect. A copy of any such
process so served shall be mailed by registered mail to Company at its address
provided in subsection 10.8; provided that, unless otherwise provided by
applicable law, any failure to mail such copy shall not affect the validity of
service of such process. If any agent appointed by Company refuses to accept
service, Company hereby agrees that service of process sufficient for personal
jurisdiction in any action against Company in the State of New York may be made
by registered or certified mail, return receipt requested, to Company at its
address provided in subsection 10.8, and Company hereby acknowledges that such
service shall be effective and binding in every respect. 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 Company in the courts
of any other jurisdiction.

10.18 Waiver of Jury Trial.

EACH OF THE PARTIES TO THIS AGREEMENT HEREBY AGREES TO WAIVE ITS RESPECTIVE
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR ANY DEALINGS BETWEEN
THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE
LENDER/BORROWER RELATIONSHIP THAT IS BEING ESTABLISHED. The scope of this
waiver is intended to be all-encompassing of any and all disputes that may be
filed in any court and that relate to the subject matter of this transaction,
including without limitation contract claims, tort claims, breach of duty claims
and all other common law and statutory claims. Each party hereto acknowledges
that this waiver is a material inducement to enter into a business relationship,
that each has already relied on this waiver in entering into this Agreement, and
that each will continue to rely on this waiver in their related future dealings.
Each party hereto further warrants and represents that it has reviewed this
waiver with its legal counsel and that it knowingly and voluntarily waives its
jury trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS
OR MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the
event of litigation, this Agreement may be filed as a written consent to a trial
by the court.

10.19 Confidentiality.

Each Lender shall hold all non-public information obtained pursuant to the
requirements of this Agreement which has been identified as confidential by
Company in accordance with such Lender's customary procedures for handling
confidential information of this nature and in accordance with safe and sound
banking practices, it being understood

142

<PAGE>

and agreed by Company that in any event a Lender may make disclosures reasonably
required by any bona fide assignee, transferee or participant in connection with
the contemplated assignment or transfer by such Lender of any Loans or any
participation therein (provided that such Person agrees to be bound by the
provisions of this subsection 10.19) or as required or requested by any
governmental agency or representative thereof or pursuant to legal process;
provided that, unless specifically prohibited by applicable law or court order,
each Lender shall notify Company of any request by any governmental agency or
representative thereof (other than any such request in connection with any
examination of the financial condition of such Lender by such governmental
agency) for disclosure of any such non-public information prior to disclosure of
such information; and provided, further that in no event shall any Lender be
obligated or required to return any materials furnished by Company or any of its
Subsidiaries.

10.20 Counterparts; Effectiveness.

This Agreement and any amendments, waivers, consents or supplements hereto
or in connection herewith may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all such counterparts
together shall constitute but one and the same instrument; signature pages may
be detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the same
document. It is the intention of each of the parties hereto that the Existing
Agreement be amended and restated to preserve the perfection and priority of all
security interests securing indebtedness under the Existing Agreement, the other
Loan Documents and the Notes and that all indebtedness and obligations of the
Company and its Subsidiaries hereunder and thereunder shall be secured by the
Mortgages and the Collateral Documents. This Agreement constitutes an amendment
of the Existing Agreement made under the terms of subsection 10.6. This
Agreement shall become effective upon the execution of a counterpart hereof by
each of the parties hereto and receipt by Company and Administrative Agent of
written or telephonic notification of such execution and authorization of
delivery thereof; provided, that unless and until all the conditions set forth
in Section 4.1 have been satisfied or waived by Administrative Agent or Lenders
then the Existing Agreement shall remain in full force and effect without giving
effect to the amendments set forth herein, as if this Fourth Amended and
Restated Credit Agreement shall have never been executed and delivered. Any
references in the Loan Documents to specific section numbers of the 1993
Agreement, the First Restated Agreement, the Second Restated Agreement or the
Existing Agreement, as the case may be, or to specific Schedules or Exhibits
thereof shall be deemed to refer to the appropriate section numbers of this
Agreement (however numbered) corresponding to the specific numbered sections of
the 1993 Agreement, the First Restated Agreement, the Second Restated Agreement
or the Existing Agreement, as the case may be, or to the appropriate Schedules
or Exhibits hereof (however identified) corresponding to the specific Schedules
or Exhibits of the 1993 Agreement, the First Restated Agreement, the Second
Restated Agreement or the Existing Agreement, as applicable.

143

<PAGE>

10.21 Maximum Amount.

A. It is the intention of Company and Lenders to conform strictly to the
usury and similar laws relating to interest from time to time in force, and all
agreements between Company and Lenders, whether now existing or hereafter
arising and whether oral or written, are hereby expressly limited so that in no
contingency or event whatsoever, whether by acceleration of maturity hereof or
otherwise, shall the amount paid or agreed to be paid in the aggregate to
Lenders or to Administrative Agent on behalf of Lenders as interest hereunder or
under the other Loan Documents or in any other security agreement given to
secure the Obligations, or in any other document evidencing, securing or
pertaining to the indebtedness evidenced hereby or thereby, exceed the maximum
amount permissible under applicable usury or such other laws (the ``Maximum
Amount''). If under any circumstances whatsoever fulfillment of any provision
hereof, or any of the other Loan Documents, at the time performance of such
provision shall be due, shall involve exceeding the Maximum Amount, then, ipso
facto, the obligation to be fulfilled shall be reduced to the Maximum Amount.
For the purposes of calculating the actual amount of interest paid and/or
payable hereunder, in respect of laws pertaining to usury or such other laws,
all sums paid or agreed to be paid to the holder hereof for the use, forbearance
or detention of the indebtedness of Company evidenced hereby, outstanding from
time to time shall, to the extent permitted by applicable law, be amortized,
pro-rated, allocated and spread from the date of disbursement of the proceeds of
the Loans until payment in full of all of such indebtedness, so that the actual
rate of interest on account of such indebtedness is uniform through the term
hereof. The terms and provisions of this subsection shall control and supersede
every other provision of all agreements between Company, the Administrative
Agent and the Lenders.

B. If under any circumstances Lenders shall ever receive an amount which
would exceed the Maximum Amount, such amount shall be deemed a payment in
reduction of the principal amount of the Loans and shall be treated as a
voluntary prepayment under subsection 2.4B(i), and shall be so applied in
accordance with subsection 2.4B(iv) hereof, or if such excessive interest
exceeds the unpaid balance of the Loan and any other indebtedness of Company in
favor of Lender, the excess shall be deemed to have been a payment made by
mistake and shall be refunded to Company.

[Remainder of page intentionally left blank.]

144

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

COMPANY:

GRANITE BROADCASTING CORPORATION

By: /s/ Ellen McClain
------------------------------------
Ellen McClain
Vice President

Notice Address:

Granite Broadcasting Company
767 Third Avenue
New York, New York 10017
Attention: Ellen McClain

LENDERS:

BANKERS TRUST COMPANY,
individually and as Administrative Agent

By: /s/ PAT HOGAN
------------------------------------
Patricia Hogan
Principal

Notice Address:

Bankers Trust Company
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
Attention: Patricia Hogan

S-1

<PAGE>

THE BANK OF NEW YORK,
as Documentation Agent and a Lender

By: /s/ B. C. WEDDINGTON
------------------------------------
Name: Brian C. Weddington
Title: Assistant Vice President

Notice Address:

The Bank of New York
Media and Telecommunications Division
One Wall Street, 16th Floor South
New York, New York 10286
Attn: Brian C. Weddington

S-2

<PAGE>

GOLDMAN SACHS CREDIT PARTNERS L.P.,
as a Co-Agent and a Lender

By: /s/ ILLEGIBLE
------------------------------------
Authorized Signatory

Notice Address:

Goldman Sachs Credit Partners L.P.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: James M. Karp

S-3

<PAGE>

UNION BANK OF CALIFORNIA, N.A.,
as a Co-Agent and a Lender

By: /s/ MICHAEL McSHANE
------------------------------------
Name: Michael K. McShane
Title: Senior Vice President

Notice Address:

Union Bank of California
15th Floor
445 South Figueroa Street
Los Angeles, California 90071
Attn: Ryan Flanagan

S-4

<PAGE>

ABN AMRO BANK N.V., NEW YORK BRANCH,
as a Co-Agent and a Lender

By: /s/ Frances O'R. Logan
------------------------------------
Name: Frances O'R. Logan
Title: Group Vice President

By: /s/ David Carrington
------------------------------------
Name: David Carrington
Title: Vice President

Notice Address:

ABN AMRO Bank N.V.
500 Park Avenue
New York, New York 10022
Attn: David B. Martens

S-5

<PAGE>

NATEXIS BANQUE BFCE,
as a Lender

By: /s/ Evan S. Kraus
------------------------------------
Name: Evan S. Kraus
Title: Associate

Notice Address:

Natexis Banque BFCE
Corporate Finance Department
645 Fifth Avenue, 20th Floor
New York, New York 10022
Attn: Cynthia Sachs

S-6

<PAGE>

COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE,
as a Lender

By: /s/ Marcus Edward
------------------------------------
Name: Marcus Edward
Title: Vice President

By: /s/ Anthony Rock
------------------------------------
Name: Anthony Rock
Title: Vice President

Notice Address:

Compagnie Financiere de CIC et de
L'Union Europeenne
520 Madison Avenue
37th Floor
New York, New York 10022
Attn: Marcus Edward

S-7

<PAGE>

HELLER FINANCIAL, INC.,
as a Lender

By: /s/ Patrick Hayes
------------------------------------
Name: Patrick Hayes
Title: Vice President

Notice Address:

Heller Financial, Inc.
500 West Monroe Street
Chicago, Illinois 60661
Attn: Patrick Hayes

S-8

<PAGE>
PARIBAS,
as a Lender

By: /s/ William B. Schink
------------------------------------
Name: William B. Schink
Title: Director

By: /s/ Lynne B. Randall
------------------------------------
Name: Lynne B. Randall
Title: Director

Notice Address:

Paribas
787 Seventh Avenue, 32nd Floor
New York, New York 10019
Attn: William B. Schink

S-9

<PAGE>
THE BANK OF NOVA SCOTIA,
as a Lender

By: /s/ V.J. Fitzgerald, Jr.
------------------------------------
Name: Vincent J. Fitzgerald, Jr.
Title: Authorized Signatory

Notice Address:

The Bank of Nova Scotia
New York Agency
One Liberty Plaza, 26th Floor
New York, New York 10006

S-10

<PAGE>

BANQUE NATIONALE DE PARIS,
as a Lender

By: /s/ Serge Desrayaud
------------------------------------
Name: Serge Desrayaud
Title: Vice President

By: /s/ Marcus C. Jones
------------------------------------
Name: Marcus C. Jones
Title: Vice President

Notice Address:

Banque Nationale de Paris
499 Park Avenue
New York, New York 10022-1278
Attn: Stephanie Rogers

S-11

<PAGE>

MELLON BANK, N.A.,
as a Lender

By: /s/ Jennifer Livengood
------------------------------------
Name: Jennifer Livengood
Title: Officer

Notice Address:

One Mellon Bank Center
Room 4440
Pittsburgh, Pennsylvania 15258-0001
Attn: Jennifer Livengood

S-12

<PAGE>

SUBSIDIARIES:

GRANITE RESPONSE TELEVISION, INC.
KBVO, INC.
KBVO LICENSE, INC.
KNTV, INC.
KNTV LICENSE, INC.
RJR COMMUNICATIONS, INC.
KBJR LICENSE, INC.
SAN JOAQUIN COMMUNICATIONS
CORPORATION
KSEE LICENSE, INC.,
WPTA-TV, INC.
WPTA-TV LICENSE, INC.
WTVH, INC.
WTVH LICENSE, INC.
WWMT-TV, INC.
WWMT-TV LICENSE, INC.
WKBW-TV, INC.
WKBW-TV LICENSE, INC.
QUEEN CITY BROADCASTING, INC.
QUEEN CITY BROADCASTING
OF NEW YORK, INC.
WEEK, INC.
WEEK LICENSE, INC.
WXON, INC.
WXON LICENSE, INC.
WLAJ, INC.
WLAJ LICENSE, INC.
WEEK-TV LICENSE, INC.

By: /s/ Lawrence I. Wills
------------------------------------
Lawrence I. Wills
Vice President

QUEEN CITY III LIMITED PARTNERSHIP
By: WKBW-TV, INC.,
its General Partner

By: /s/ Lawrence I. Wills
------------------------------------
Lawrence I. Wills
Vice President

S-13

<PAGE>

ACKNOWLEDGED AND AGREED:

BANKERS TRUST COMPANY,
as Collateral Agent

By: /s/ Patricia Hogan
------------------------------------
Patricia Hogan
Principal

S-14
<PAGE>

SCHEDULE 2.1

PRO RATA SHARES AND COMMITMENTS

Revolving
Loan Pro Rata
Commitment Share
----------- ---------
<S> <C> <C>
Bankers Trust Company......................... $30,000,000 11.53846%

The Bank of New York.......................... $30,000,000 11.53846%

Union Bank of California, N.A. ............... $30,000,000 11.53846%

Goldman Sachs Credit Partners................. $25,000,000 9.61538%
L.P.

ABN AMRO Bank N.V., New York.................. $25,000,000 9.61538%
Branch

The Bank of Nova Scotia....................... $20,000,000 7.69231%

Compagnie Financiere de CIC et
de L'Union Europeenne......................... $20,000,000 7.69231%

Paribas....................................... $20,000,000 7.69231%

Natexis Banque BCFE........................... $15,000,000 5.76923%

Heller Financial, Inc. ....................... $15,000,000 5.76923%

Banque Nationale de Paris..................... $15,000,000 5.76923%

Mellon Bank, N.A. ............................ $15,000,000 5.76923%
----------- ---------

Total: ............................... $260,000,000 100%

</TABLE>

<PAGE>

SCHEDULE 5.1
SUBSIDIARIES OF COMPANY

1. KNTV, Inc., a Virginia corporation, 2,000 shares common stock outstanding,
all of which are owned by Granite Broadcasting Corporation.

2. WPTA-TV, Inc., a Delaware corporation, 100 shares issued and outstanding,
all of which are owned by Granite Broadcasting Corporation.

3. RJR Communications, Inc., a Minnesota corporation, 7,000 shares
outstanding, all of which are owned by Granite Broadcasting Corporation.

4. WTVH, Inc., a Delaware corporation, 100 shares outstanding, all of which
are owned by Granite Broadcasting Corporation.

5. San Joaquin Communications Corporation, a California corporation,
1,494,993 shares outstanding, all of which are owned by Granite
Broadcasting Corporation.

6. KBVO, Inc., a Delaware corporation, 1,000 shares outstanding, all of
which are owned by Granite Broadcasting Corporation.

7. WWMT-TV Inc., a Delaware corporation, 1,000 shares outstanding, all of
which are owned by Granite Broadcasting Corporation.

8. WKBW-TV, Inc., a Delaware corporation, 1,000 shares outstanding, all of
which are owned by Granite Broadcasting Corporation.

9. Granite Response Television, Inc., a Delaware corporation, 100 shares
outstanding, all of which are owned by Granite Broadcasting Corporation.

10. KNTV License, Inc., a Delaware corporation, 1,000 shares outstanding, all
of which are owned by KNTV, Inc.

11. WPTA-TV License, Inc., a Delaware corporation, 1,000 shares outstanding,
all of which are owned by WPTA-TV, Inc.

12. KBJR License, Inc., a Delaware corporation, 1,000 shares outstanding, all
of which are owned by RJR Communications, Inc.

13. WTVH License, Inc., a Delaware corporation, 1,000 shares outstanding, all
of which are owned by WTVH, Inc.

14. KSEB License, Inc., a Delaware corporation, 1,000 shares outstanding, all
of which are owned by San Joaquin Communications Corporation.

15. KBVO License, Inc., a Delaware corporation, 1,000 shares outstanding, all
of which are owned by KBVO, Inc.

16. WWMT-TV License, Inc., a Delaware corporation, 1,000 shares outstanding,
all of which are owned by WWMT-TV, Inc.

<PAGE>

17. WKBW-TV License, Inc., a Delaware corporation, 1,000 shares outstanding,
all of which are owned by Queen City Broadcasting of New York, Inc.

18. Queen City Broadcasting, Inc., a Delaware corporation, 1,010,000 shares
outstanding, all of which are owned by Queen City III Limited Partnership.

19. Queen City Broadcasting of New York, Inc., a New York corporation, 100
shares outstanding all of which are owned by Queen City Broadcasting, Inc.

20. Queen City III Limited Partnership, a Delaware limited partnership,
comprised of 990,000 general partnership interests all of which are owned
by WKBW-TV, Inc. and 3,716,704 limited partnership interests of which
185,836 and 2,540,868 are owned by WTVH, Inc. and Granite Broadcasting
Corporation, respectively.

21. WEEK, Inc., a Delaware corporation, 1,000 shares outstanding, all
of which are owned by Granite Broadcasting Corporation.

22. WEEK License, Inc., a Delaware corporation, 1,000 shares outstanding, all
of which are owned by WEEK, Inc.

23. WEEK-TV License, Inc., Delaware corporation, 1,000 shares outstanding, all
of which are owned by Granite Broadcasting Corporation.

24. WLAJ, Inc., a Delaware corporation, 1,000 shares outstanding, all of
which are owned by Granite Broadcasting Corporation.

25. WLAJ License, Inc., a Delaware corporation, 1,000 shares outstanding, all of
which are owned by WLAJ, Inc.

26. WXON, Inc., a Delaware corporation, 1,000 shares outstanding, all
of which are owned by Granite Broadcasting Corporation.

27. WXON License, Inc., a Delaware corporation, 1,000 shares outstanding, all
of which are owned by WXON, Inc.

<PAGE>

SCHEDULE 5.12
FEE SCHEDULE

NONE

<PAGE>

SCHEDULE 5.13

ENVIRONMENTAL EXCEPTIONS

WTVH - Syracuse, New York

1. One 5,000 gallon steel fuel oil underground storage tank at transmitting
tower site 35-40 years old. The last pressure test was conducted in July
1993 and indicated good tank integrity.

2. PCBs in small (less than 3 lb.) capacitors in transmitter building at
tower site.

3. Asbestos exists as pipe insulation and possibly as electrical wiring
insulation at office/studio building. Asbestos may also exist at the
transmitter building.

4. De minimis amounts of Hazardous Materials such as paint, cleaning
solutions, liquid paper, etc., that customarily are used at a television
broadcasting station have been used on the properties.

5. WTVH utilizes Carrier chiller for air conditioning. This chiller uses
R-113 refrigerant which is a CFC product. The future use and production
of this type of CFC is under review and possibly may be outlawed in the
foreseeable future.

KSEE - Fresno, California

1. PCBs in one pole mounted transformer at transmitter building at
transmitter tower site.

2. There was probably asbestos piping insulation at the transmitter building
and pieces of probable asbestos transite roof tiling scattered on the
ground around that building which substances have been removed.

3. De minimis amounts of Hazardous Materials such as paint, cleaning
solution, liquid paper, etc., that customarily are used at a television
broadcasting station have been used on the properties.

4. The air conditioning system uses a CFC product for a refrigerant. The
future use and production of this type of CFC is under review and possibly
may be outlawed in the foreseeable future.

<PAGE>

KBJR - Duluth, Minnesota

1. Possible asbestos-containing building materials in station building.

WEEK - Peoria, Illinois

1. Possible PCBs in two unlabeled transformers.

2. Possible asbestos-containing building materials in station building; none
were observed to be friable and all were in good condition.

3. Neighboring property apparently has a leaking underground storage tank;
any possible effect on the station property remains to be investigated.

KNTV - San Jose, California

1. Possible asbestos-containing building materials in station building; none
were observed to be friable and all appeared in good condition.

2. Significant handling of hazardous materials occurs at this site. Staining
of sink in one area indicates that substances of an unknown nature may have
previously been poured down the drain.

3. Facility may have to apply for an operating permit under California air
quality regulations governing facilities handing volatile organic compounds.

4. Some neighboring properties appear to have leaking underground storage
tanks and other possible problems; further investigation of any potential
impact on station property is planned, but not yet conducted.

WPTA - Fort Wayne, Indiana

1. Possible asbestos-containing building materials in station building; none
were observed to be friable and all appeared in good condition.

2. Site had two underground storage fuel tanks, one of which was removed and
one of which remains, but was taken out of fuel service and filled with
water. No soil samples have been taken to determine whether either tank may
have leaked fuel into the soil. The water in the remaining tank has not
dropped in level and thus indicates that the tank has probably not leaked.

3. Presence of PCPs in electrical components is unknown, but there is no
evidence of leakage from any unit.

4. Several neighboring sites with possible contamination problems were
identified; further investigation of any potential impact on station
property is planned, but not yet conducted.

KBVO - Austin, Texas

1. A flushing agent used approximately every six months to clean the
transmitter cooling system at the transmitter site was discharged outside
the building onto the ground. Shallow soil sampling revealed elevated levels
of lead and cadmium at one location. The soil was

<PAGE>

excavated within the area of probable impact and placed into two 55
gallon drums which drums were removed in 1995.

2. One sample of floor tile at the studio building tested positive for
asbestos content. The material was in good condition; no friable suspect
asbestos material was observed in the building.

WWMT - Kalamazoo/Yankee Springs, Michigan

1. One 4,000 gallon diesel fuel underground storage tank was closed in place
in December 1997, at the Kalamazoo facility. Granite's environmental
contractor filed a closure report with the Michigan Department of
Environmental Quality ("MDEQ") on January 14, 1998.

2. A magnetic survey of the site performed in 1998 detected another
underground storage tank at the Kalamazoo facility, which likely was part
of a former auto sales and service business located on the site prior to
1957. Further investigation determined that the tank was filled with
sand, and that no contamination was detected that could be associated
with the tank.

3. The 1957 site plan also indicates the presence of a dry well near the
northern side of the building; the well was to be filled with concrete.
Its prior use and exact location are unknown.

4. There are some possible asbestos containing materials at the studio site,
including a friable wrap on a boiler in the boiler room, some cracked
floor tiling and other types of materials which often contain asbestos
(ceiling tiles, wall surfacing, etc.). The presence of asbestos in these
materials has not been confirmed.

5. No testing of soils was conducted at the time of removal of the hoists
and other equipment of the former automobile dealership.

6. The transmitter site in Yankee Springs is adjacent to a landfill which
has contaminated the groundwater in the area. There is no indication
that the transmitter site is in any way responsible for the
contamination. On May 5, 1998, the MDEQ provided Granite a "no migration"
letter, which stated that, under Michigan law, Granite is not liable for
the contamination so long as Granite did not contribute to the
contamination.

WKBW - Buffalo, New York

1. The transmitter site in Colden, New York includes a 1,000 gallon diesel
fuel underground storage tank used solely to power the back-up generator
in the event of a power failure. It was installed in 1958 and has
recently been registered as required pursuant to Environmental Laws. Leak
detection testing to determine the integrity of the tank was not done
prior to the end of June, 1995. Soil testing around the tank indicates
some spillage or leakage resulting in the presence of volatile organic
compounds ("VOCs") detected in the samples; the VOCs detected did not
exceed the clean up levels established by the New York State Department
of Environment Conservation ("NYSDEC"). Semi-volatile organic compounds
were not detected, but detection levels exceeded NYSDEC clean up levels as
a result of interference from another constituent, probably diesel fuel,
which was detected in the soil samples. The spillage or leakage has been
reported to the appropriate environmental regulatory agencies as required
under Environmental Laws. The storage tank was removed in 1995 and
replaced by a new underground storage tank.

<PAGE>

2. There is an active 4,000 gallon gasoline udnerground storage tank located
on the studio site which is registered under the New York Petroleum Bulk
Storage regulatory scheme and as required under Environmental Laws. The
tank was installed in 1979 and was tested in 1990, when it was found to
be within allowable limits of the testing requirements. The tank and
associated piping were retested in June, 1995 and found to meet
applicable standards. However, some gasoline-related VOCs were found in
soil samples taken near the fill port and at the other end of the tank;
several VOCs exceeded NYSDEC clean up levels, but diminished with depth.
The release was reported to environmental regulatory agencies as required
under Environmental Laws. The storage tank was removed and replaced by a
new storage tank.

3. The studio site also includes a 1,000 gallon diesel fuel storage tank for
emergency power generation. This tank has recently been registered under the
Petroleum Bulk Storage regulations and as required under Environmental Laws.
Leak detection testing to determine the integrity of the tank was done in
June, 1995. The tank met applicable standards and no soil contamination
associated with it has been detected. The storage tank was removed and
replaced by a new storage tank.

4. The studio building contains some suspect asbestos-containing material.

WLAJ - Lansing, Michigan

1. Two pad-mounted transformers are located on-site, and are owned by the
Board of Water and Light. According to the Board, they do not contain PCB
fluids.

2. De minimis amounts of Hazardous Materials such as paint, cleaning
solutions, liquid paper, etc., that are customarily used at a television
broadcasting station have been used on the properties.

<PAGE>

SCHEDULE 5.18

FCC AUTHORIZATIONS

License
Call Sign Licensee Expiration Date
- --------- -------- ---------------
<S> <C> <C>
Station WPTA-TV
Fort Wayne, Indiana

Main Station

Station WPTA-TV WPTA License, Inc. August 1, 2005

Broadcast Auxiliary Stations

KA44246 WPTA License, Inc. August 1, 2005

KA74719 WPTA License, Inc. August 1, 2005

KE-2689 WPTA License, Inc. August 1, 2005

KSJ-796 WPTA License, Inc. August 1, 2005

WZB-728 WPTA License, Inc. August 1, 2005

Satellite Earth Station

E860498 WPTA License, Inc. May 16, 2006

</TABLE>

<PAGE>

License
Call Sign Licensee Expiration Date
- --------- -------- ---------------
<S> <C> <C>
Station WEEK-TV
Peoria, Illinois

Main Station

Station WEEK-TV Granite Broad- December 1, 2005
Casting Corp.

Broadcast Auxiliary Stations

KFS-572 Granite Broad- December 1, 2005
Casting Corp.

KA-88653 Granite Broad- December 1, 2005
Casting Corp.

KA-88654 Granite Broad- December 1, 2005
Casting Corp.

</TABLE>

<PAGE>

License
Call Sign Licensee Expiration Date
- --------- -------- ---------------
<S> <C> <C>
Station KNTV(TV)
San Jose, California

Main Station

Station KNTV(TV) KNTV License, Inc. December 1, 1998

Broadcast Auxiliary Stations

KA-44216 KNTV License, Inc. December 1, 1998

KA-44217 KNTV License, Inc. December 1, 1998

KA-44218 KNTV License, Inc. December 1, 1998

KA-44219 KNTV License, Inc. December 1, 1998

KMQ-22 KNTV License, Inc. December 1, 1998

KWU-63 KNTV License, Inc. December 1, 1998

KTP-603 KNTV License, Inc. December 1, 1998

KTP-604 KNTV License, Inc. December 1, 1998

WBM-664 KNTV License, Inc. December 1, 1998

WCD-988 KNTV License, Inc. December 1, 1998

WLL-556 KNTV License, Inc. December 1, 1998

WPJF-526 KNTV, Inc. December 1, 1998

WPNB-238 KNTV, Inc. December 1, 1998

WPNK632 KNTV License, Inc. December 1, 1998

WPNM940 KNTV, Inc. December 1, 1998

WPNM941 KNTV, Inc. December 1, 1998

KC26274 KNTV, Inc. December 1, 1998

K56BR KNTV License Inc. December 1, 1998

</TABLE>

<PAGE>

License
Call Sign Licensee Expiration Date
- --------- -------- ---------------
<S> <C> <C>

Station KNTV(TV)
San Jose, California

Satellite Earth Stations

E880527 KNTV License, Inc. March 18, 2008

E4288 KNTV License, Inc. August 26, 2002

Private Operational Fixed
Microwave Stations

WNT1263 KNTV License, Inc. March 5, 2001

WNT1264 KNTV License, Inc. March 5, 2001

WPNE911 KNTV License, Inc. June 2, 2002

WPNE912 KNTV License, Inc. June 2, 2002

</TABLE>

4
<PAGE>

License
Call Sign Licensee Expiration Date
- --------- -------- ---------------
<S> <C> <C>
Station KBJR-TV
Superior, Wisconsin
- -------------------

Main Station

Station KBJR-TV KBJR License, Inc. December 1, 2005

Broadcast Auxiliary Stations
- ----------------------------

KDZ-69 KBJR License, Inc. December 1, 2005

KAM-863 KBJR License, Inc. December 1, 2005

KY-7794 KBJR License, Inc. December 1, 2005

WCG-661 KBJR License, Inc. December 1, 2005

K59BJ KBJR License, Inc. April 1, 2006

K61BH KBJR License, Inc. April 1, 2006

K65BJ KBJR License, Inc. April 1, 2006

K35EF KBJR License, Inc. April 1, 2006

</TABLE>

5
<PAGE>

License
Call Sign Licensee Expiration Date
--------- -------- ---------------
<S> <C> <C>

Station KSEE(TV)
Fresno, California

Main Station

Station KSEE(TV) KSEE License, Inc. December 1, 1998

Broadcast Auxiliary Station
---------------------------

WFD-547 KSEE License, Inc. December 1, 1998

KE-5854 KSEE License, Inc. December 1, 1998

KR-7883 KSEE License, Inc. December 1, 1998

KML-71 KSEE License, Inc. December 1, 1998

KQY-891 KSEE License, Inc. December 1, 1998

KQY-892 KSEE License, Inc. December 1, 1998

KA-88539 KSEE License, Inc. December 1, 1998

KMF-711 KSEE License, Inc. December 1, 1998

BLP-07306 KSEE License, Inc. December 1, 1998

Satellite Earth Station
-----------------------

E860146 KSEE License, Inc. March 7, 2006

</TABLE>

6
<PAGE>

License
Call Sign Licensee Expiration Date
--------- ---------- -----------------
<S> <C> <C>
Station WTVH(TV)
- ----------------
Syracuse, New York
- ------------------

Main Station

Station WTVH (TV) WTVH License, Inc. June 1, 1999

Broadcast Auxiliary Stations
---------------------------

WBS-315 WTVH License, Inc. June 1, 1999

WLD-303 WTVH License, Inc. June 1, 1999

WLG-775 WTVH License, Inc. June 1, 1999

WLL-242 WTVH License, Inc. June 1, 1999

KB-97082 WTVH License, Inc. June 1, 1999

KD-5617 WTVH License, Inc. June 1, 1999

KX-6316 WTVH License, Inc. June 1, 1999

KX-6317 WTVH License, Inc. June 1, 1999

KV-8052 WTVH License, Inc. June 1, 1999

KEH-30 WTVH License, Inc. June 1, 1999

KZH-830 WTVH License, Inc. June 1, 1999

BLQ-406 WTVH License, Inc. June 1, 1999

BLP-01301 WTVH License, Inc. June 1, 1999

Satellite Earth Station
---------------------------

E5932 WTVH License, Inc. July 8, 1999

</TABLE>

<PAGE>

License
Call Sign Licensee Expiration Date
--------- -------- ---------------
<S> <C> <C>

Station KEYE(TV)
Austin, Texas

Main Station
------------
Station KEYE-TV KBVO License, Inc. August 1, 1998(1)

Broadcast Auxiliary Stations
---------------------------

KPJ227 KBVO License, Inc. August 1, 1998

WHS-515 KBVO License, Inc. August 1, 1998

KC-26155 KBVO License, Inc. August 1, 1998

WMV793 KBVO License, Inc. August 1, 1998

Private Operational Fixed
Microwave Station
-------------------------

WNTR543 KBVO License, Inc. May 25, 1998(2)

Satellite Earth Station
-----------------------

E950452 KBVO License, Inc. October 27, 2005

</TABLE>

- -------------------
(1) An application for renewal was filed on April 1, 1998 (FCC File No.
BRCT-980401KQ). The application is still pending.

(2) An application for renewal was filed and placed on Public Notice No. 1989
(FCC File No. 742233. The application is still pending.

<PAGE>

<TABLE>
<CAPTION>
License
Call Sign Licensee Expiration Date
- --------- -------- ---------------
<S> <C> <C>

Station WWMT-TV
- ---------------
Kalamazoo, Michigan
- -------------------

Main Station

Station WWMT-TV WWMT-TV License, Inc. October 1, 2005

Broadcast Auxiliary Stations

KQE-71 WWMT-TV License, Inc. October 1, 2005

KQH-94 WWMT-TV License, Inc. October 1, 2005

WGZ-533 WWMT-TV License, Inc. October 1, 2005

KB-97411 WWMT-TV License, Inc. October 1, 2005

KPH-350 WWMT-TV License, Inc. October 1, 2005

KPH-351 WWMT-TV License, Inc. October 1, 2005

KPH-352 WWMT-TV License, Inc. October 1, 2005

KB-96923 WWMT-TV License, Inc. October 1, 2005

Private Land Mobile
Radio Stations

WSJ-409 WWMT-TV License, Inc. January 10, 2001

WNIL-244 WWMT-TV License, Inc. May 18, 2002

Satellite Earth Station

E860720 WWMT-TV License, Inc. July 11, 2006

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
License
Call Sign Licensee Expiration Date
--------- ---------- -----------------
<S> <C> <C>
Station WKBW-TV
- ----------------
Buffalo, New York
- ------------------

Main Station

WKBW-TV WKBW-TV License, Inc. June 1, 1999

Broadcast Auxilary Stations
- ---------------------------

KEJ-58 WKBW-TV License, Inc. June 1, 1999

KEK-393 WKBW-TV License, Inc. June 1, 1999

KPI-275 WKBW-TV License, Inc. June 1, 1999

KX-7892 WKBW-TV License, Inc. June 1, 1999

KZ-2611 WKBW-TV License, Inc. June 1, 1999

WBS-314 WKBW-TV License, Inc. June 1, 1999

WFD-521 WKBW-TV License, Inc. June 1, 1999

WHY-866 WKBW-TV License, Inc. June 1, 1999

WHY-951 WKBW-TV License, Inc. June 1, 1999

WLJ-540 WKBW-TV License, Inc. June 1, 1999

WLJ-541 WKBW-TV License, Inc. June 1, 1999

WLJ-542 WKBW-TV License, Inc. June 1, 1999

WLJ-543 WKBW-TV License, Inc. June 1, 1999

W60CG WKBW-TV License, Inc. May 28, 1996(3)

W68CT WKBW-TV License, Inc. Sept. 21, 1996(4)

</TABLE>

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

(3) An application was filed on April 15, 1998, seeking FCC consent to extend
the construction permit for TV translator Station W60CG (FCC File No.
BMPTT-980415JA). The application was granted on May 13, 1998 and will expire
on November 13, 1998.

(4) An application was filed on December 3, 1997, seeking FCC consent to
extend the construction permit for TV translator Station W68CT (FCC File No.
BMPTT-971203JC). The application was granted on January 20, 1998, and will
expire on July 20, 1998.

<PAGE>

License
Call Sign Licensee Expiration Date
---------- ---------- ----------------
<S> <C> <C>

Station WKBW-TV
- ---------------
Buffalo, New York
- -----------------

Private Operational
-------------------
Fixed Service
-------------------

WBD-366 WKBW-TV License, Inc. December 9, 1998

Private Land Mobile
-------------------
Radio Stations
-------------------

KLL 761 WKBW-TV License, Inc. October 5, 2000

KNDQ-561 WKBW-TV License, Inc. November 21, 2001

Satellite Earth Stations
------------------------

E930245 WKBW-TV License, Inc. May 28, 2003

E865034 WKBW-TV License, Inc. December 19, 2006

</TABLE>

11
<PAGE>

License
Call Sign Licensee Expiration Date
---------- ---------- ----------------
<S> <C> <C>

Station WDWB-TV
- ---------------
Detroit, Michigan
- -----------------

Main Station
------------
Station WDWB WXON License, Inc. October 1, 2005

</TABLE>

12
<PAGE>

License
Call Sign Licensee Expiration Date
- ---------- ---------- -----------------
<S> <C> <C>

Station WEEK-FM

Eureka, Illinois

Main station

Station WEEK-FM WEEK License, Inc. December 1, 2003

Broadcast Auxiliary Stations
- ----------------------------
WPKB-647 WEEK License, Inc. December 1, 2003

WLO-923 WEEK License, Inc. December 1, 2003

WPNE-570 WEEK License, Inc. December 1, 2003

</TABLE>

<PAGE>

SCHEDULE 5.19

REAL PROPERTY INTERESTS AND LEASES

1. WPTA Office, Studio and Tower Site.

WPTA-TV, Inc. owns property located at 3401 Butler Road, Allen County,
Fort Wayne, Indiana 46808

2. WTVH Office and Studio Site.

WTVH, Inc. owns property located at 980 James Street, Onondaga County,
Syracuse, New York.

WTVH Tower Site.

WTVH, Inc. owns property located in Onondaga County, New York.

3. KSEE Tower Site.

Lease dated April 10, 1935, between Orin Kincaid and Dora Kincaid, as
Lessors, and the State of California, as lessee.

Agreement for Sublease of Leased Premises dated as of July 19, 1950,
between the State of California and McClatchy Broadcasting Company.

Agreement dated January 1, 1953, between Mateo Ghiglia, Frank Ghiglia,
and Maria A. Ghiglia, his wife, and Eugenia Daleno, as Owners, and
McClatchy Broadcasting Company.

Amendment to Sublease dated March 31, 1953, between the State of
California and McClatchy Broadcasting Company.

Assignment of Leases dated January 28, 1981, between McClatchy Newspapers
(successor to Mcclatchy Broadcasting Company) and San Joaquin
Communications Corporation.

Amendment dated 1984 between San Joaquin Communications Corporation, as
successor to McClatchy Broadcasting Company and the successors to Mateo
Ghiglia, Frank Ghiglia and Maria A. Ghiglia, his wife, and Eugenia
Daleno, as Owners.

KSEE Tower Site Sublease.

Agreement for Sublease of Leased Premises dated as of July 19, 1950
between the State of California and McClatchy Broadcasting Company.

Amendment to Sublease dated March 31, 1953 between the State of
California and McClatchy Broadcasting Company.

Assignment of Leases dated January 28, 1981 between McClatchy Newspapers
(successor to McClatchy Broadcasting Company) and San Joaquin
Communications Corporation.

<PAGE>

KSEE Office and Studio

San Joaquin Communications Corporation owns property located at 5035
East McKinley Avenue, Fresno County, Fresno, California.

4. KBJR Office, Studio and Tower Site.

RJR Communications, Inc. owns property located 230 East Superior Street,
St. Louis County, Duluth, MN.

RJR Communications, Inc. owns tower site property located at Fourth
Avenue West and Tenth Street, St. Louis County, Duluth, Minnesota.

5. KNTV Tower Site.

Lease between The Chy Company, a co-partnership ("Lessor") and KNTV
Channel 11, a division of Gill Industries, a California corporation
("Lessee"), dated June 9, 1972.

Assignment by KNTV Channel 11 to Landmark Communications, Inc. dated
September 28, 1978.

Assignment by Landmark Communications, Inc. to KNTV, Inc., recorded
October 23, 1978.

Amendment to Lease between New Loma Communications, Inc. ("Lessor") and
KNTV Channel 11 ("Lessee"), dated May 6, 1987.

Second Amendment to Lease (undated) between New Loma Communications,
Inc., as lessor, and KNTV License Inc., as lessee.

Ratification, Confirmation and Assumption, dated as of June 10, 1998,
between KNTV License, Inc., and KNTV, Inc.

KNTV Low Power Transmission Site.

Lease between Bayshore Landmark, N.V. and KNTV, Inc., dated January 29,
1981 for transmission site located at 525 University Avenue, Palo Alto,
California.

KNTV Office and Studio.

KNTV Inc. owns property located at 645 Park Avenue, County of Santa
Clara, San Jose, California.

6. Granite Broadcasting Corporation.

Lease between Sage Realty Corporation, a New York corporation, and
Granite Broadcasting Corporation, dated February 5, 1995.

7. WEEK Studio and Sales Office.

Lease between B-M-J Development, Limited Partnership, a Delaware limited
partnership,

<PAGE>

and Granite Broadcasting Corporation, dated October 3, 1990.

WEEK Office, Studio and Tower Site.

Granite Broadcasting Corporation owns property located at 2907
Springfield Road, Tazewell County, East Peoria, Illinois.

8. KBVO Office and Studio.

KBVO, Inc. owns property located at 10700 Metric Boulevard, Austin,
Texas (Lot 30). KBVO, Inc. also owns Lot 31, which is adjacent to the
aforementioned property.

KBVO Tower Site.

Lease Agreement, dated May 1, 1983, between Austin Television, as
tenant, and KVET Broadcasting Company, Inc. ("KVET"), as landlord (the
"Lease").

Assignment and Assumption of Lease and Landlord's Consent and Release
(Antenna Site), dated February 1, 1995, among Austin Television, KBVO,
Inc., Granite Broadcasting Corporation and KVET.

The term of Lease has expired, though the tenant continues to lease the
demised premises on a monthly basis pursuant to the hold-over provisions
of the Lease.

9. WWMT Office and Studio.

WWMT-TV, Inc. owns property located at 590 West Maple Street, Kalamazoo,
Kalamazoo County, Michigan.

WWMT Tower Site.

WWMT-TV, Inc. owns property located at Chief Noonday Road, Gun Lake
(Yankee Springs Township), Barry County, Michigan.

10. WKBW Office and Studio.

Queen City Broadcasting of New York, Inc. owns property located at 7
Broadcast Plaza, Buffalo, Erie County, New York.

WKBW Tower Site.

Queen City Broadcasting of New York, Inc. owns property located at S. 8909
Center Street, Colden, Erie County, New York.

11. WXON

WXON Sales Office.

Office Tower Lease between Hall American Center Associates: Limited
Partnership ("Landlord") and WXON TV, Inc., dated August 30, 1991, as
amended by a certain Supplemental Agreement, dated December 31, 1991,
between Landlord and WXON TV, Inc.

<PAGE>

Assignment and Assumption of Lease (office Site) between WXON TV, Inc. and
WXON Inc., dated as of January 31, 1997.

WXON Studio and Tower Site
- --------------------------

Lease between Kaiser Broadcasting Corporation and United Broadcasting
Company, Inc., dated July 7, 1966, as amended by that certain: (i) Amendment
to Lease between Field Communications Corporation ("Field"), as assignee of
Kaiser Broadcasting Corporation, and WXON TV, Inc., dated April 20, 1981; (ii)
Second Amendment to Lease Between Field and WXON TV, Inc., dated February 29,
1984; (iii) Letter Agreement between WKBD, Inc., as landlord and WXON-TV
Inc., as tenant, dated April 30, 1991; and (iv) Third Amendment to Lease
between Paramount Stations Group, Inc., and WXON TV, Inc., dated October 1,
1996.

Assignment and Assumption of Lease (Antenna Site) between WXON TV, Inc., and
WXON, Inc., dated as of January 31, 1997.

4
<PAGE>

Schedule 5.20

Granite Broadcasting Corporation
Schedule of Property/Casualty Insurances

<TABLE>

POLICY
COVERAGE BROKER PERIOD INSURANCE COMPANY LIMIT DEDUCTIBLE PREMIUM
- ----------------------- ----------------- ----------------- ------------------ -------------------------- --------------- -------
<S> <C> <C> <C> <C> <C> <C>

Property Preston-Patterson 8-3-97 to 8-3-98 General Accident $35M/occurrence $25K/occurrence $285,012

Primary DIC Preston-Patterson 8-3-97 to 8-3-98 Royal Surplus $2.5M occurrence/aggregate $25K/occurrence 31,500

Excess DIC (California) Preston-Patterson 8-3-97 to 8-3-98 RLI Insurance Co. $5M occurrence/aggregate $25K/occurrence 31,500

Boiler/Machinery Preston-Patterson 8-3-97 to 8-3-98 Chubb $3M/occurrence $25K/occurrence 12,628

Broadcasters E&O Preston-Patterson 8-3-97 to 8-3-98 Fireman's Fund $1M/occurrence $25K/occurrence 20,990

Owned Aircraft (KEYE) Preston-Patterson 8-3-97 to 8-3-98 Ranger $5M/occurrence None 9,438

Excess/Umbrella Preston-Patterson 8-3-97 to 8-3-98 Fireman's Fund $30M occurrence/aggregate None 76,157

General Liability AON Risk Services 8-3-97 to 8-3-98 Zurich $2M aggregate per location $2,500 31,988

Business Auto AON Risk Services 8-3-97 to 8-3-98 Zurich $1M combined single limit $500 57,517

Business Auto (Texas) AON Risk Services 8-3-97 to 8-3-98 Zurich $1M combined single limit $500 9,432

Workers' Compensation AON Risk Services 2-5-98 to 2-5-99 Kemper $100K/accident; $500K aggregate None 140,445

Workers' Compensation
- Texas AON Risk Services 2-5-98 to 2-5-99 Kemper $100K/accident; $500K aggregate None 13,020

Foreign Package AON Risk Services 8-3-97 to 8-3-98 CIGNA $1M combined single limit None 2,500

Commercial Crime AON Risk Services 8-3-97 to 8-3-98 Reliance Insurance Company $500K $2,500 4,670

Non-owned Air AON Risk Services 8-3-97 to 8-3-98 American International $5M/occurrence None 5,600

Directors & Officers AON Risk Services 5-1-98 to 5-1-01 Gulf Insurance Company 10 Million $150,000 295,500

Directors & Officers AON Risk Services 5-1-98 to 5-1-01 Chubb $5 mil in excess -- 75,000
of $10 Mil

Fiduciary Liability AON Risk Services 12-6-97 to 12-6-98 Chubb $5 Million None 7,200

Travel Accident AON Risk Services 2-23-98 to 2-23/98 Chubb $1M - Class 1; None 4,900
$500K - Class II

Employment Practices
Liability e.g. Bowman co. 9/2/97 to 9/22/98 Lloyds of London $3M occurrence/aggregate $25,000 43,300

</TABLE>

<PAGE>

SCHEDULE 7.3
------------

CERTAIN EXISTING INVESTMENTS
----------------------------

Investment of $3,500,000 in DataCast LLC, a Delaware limited liability
company, pursuant to the Amended and Restated Limited Liability Company
Agreement of DataCast LLC, dated as of April 23, 1996 (as amended from time
to time), which Investment is comprised of a total past investment of
$3,500,000.

Loans to officers, directors, and employees of Company made pursuant to
Section 7.3 (XI) of the Second Amended and Restated Credit Agreement
including: (i) Loans to Don Cornwell and Stuart Beck on December 29, 1995, in
the principal amount of $348,600 and 221,000 respectively; (ii) Loan to Don
Cornwell on April 23, 1996, in the principal amount of $886,875; (iii) Loan
to Don Cornwell on December 31, 1996, in the principal amount of $409,000;
and (iv) Loan to Don Cornwell on April 15, 1997, in the principal amount of
$441,530.

<PAGE>

SCHEDULE 7.11
-------------

CERTAIN PERMITTED TRANSACTIONS WITH AFFILIATES
----------------------------------------------

Stock Options granted on April 27, 1993 to Don Cornwell and Stuart Beck
to purchase 192,500 and 157,500 shares, respectively, of Company's Common
Stock (Nonvoting).

Stock options granted on April 25, 1995 to Don Cornwell and Stuart Beck
to purchase 165,000 and 135,000 shares, respectively, of Company's Common Stock
(Nonvoting).

Stock Options granted on April 23, 1996 to Don Cornwell and Stuart Beck
to purchase 166,000 and 135,000 shares, respectively, of Common Stock
(Nonvoting).

Stock Options granted on April 25, 1996 to Don Cornwell and Stuart Beck
to purchase 318,000 and 260,000 shares, respectively, of Common Stock
(Nonvoting).

Stock Options granted to directors of Company other than Messrs. Cornwell
and Beck pursuant to Company's Director Stock Option Plan effective as of
March 1, 1994 and as amended through July 25, 1996.

Stock Options granted on April 29, 1997 to Don Cornwell and Stuart Beck
to purchase 166,000 and 135,000 shares, respectively, of Common Stock
(Nonvoting).

Non-Qualified Stock Options granted on April 28, 1998 to Don Cornwell and
Stuart Beck to purchase 123,600 and 108,600 shares, respectively, of Common
Stock (Nonvoting).

Stock Options granted on April 28, 1998 to Don Cornwell and Stuart Beck
to purchase 26,400 and 26,400 shares, respectively, of Common Stock
(Nonvoting).

Grants to purchase common stock under Company's Management Stock Plan
initially adopted in April 27, 1993 and as amended through July 25, 1996.

Purchase Agreement dated February 20, 1995 between Company, Busse
Broadcasting Corporation and WWMT-TV relating to the acquisition of WWMT-TV
in Kalamazoo, Michigan.

Letter agreement dated September 12, 1994 between Company and The
Blackstone Group, L.P. relating to the retention by Company of the Blackstone
Group as its financial advisor. Company has also agreed, pursuant to an
Indemnification Agreement dated September 12, 1994, to indemnify The
Blackstone Group for certain liabilities incurred by it as a result of its
acting as Company's financial advisor. Mikael Salovaare, a director of
Company, is a partner of The Blackstone Group.

<PAGE>

SCHEDULE 7.14C

NETWORK AFFILIATION AGREEMENTS

1. Primary Television Affiliation Agreement, dated January 3, 1996,
between KNTV License, Inc. and American Broadcasting Companies, Inc.
and American Broadcasting Companies, Inc., for television station KNTV.

2. Affiliation Agreement, dated as of June 15, 1995, between CBS
Television Network, a division of CBS Inc., and the Company, for
television station WTVH.

3. Affiliation Agreement, dated September 18, 1995, between National
Broadcasting Company, Inc. and the Company, as amended by letter
agreement dated September 18, 1995, for television station KSEE.

4. Primary Television Affiliation Agreement, dated January 3, 1996,
between WPTA License, Inc. and American Broadcasting Companies, Inc.,
for television station WPTA.

5. Affiliation Agreement, dated September 18, 1995, between National
Broadcasting Company, Inc. and the Company, as amended by letter
agreement dated September 18, 1995, for television station WEEK-TV.

6. Affiliation Agreement, dated September 18, 1995, among National
Broadcasting Company, Inc., the Company, and RJR Communications, Inc.,
as amended by letter agreement dated September 18, 1995, for television
station KBJR-TV.

7. Affiliation Agreement, dated as of December 6, 1994, between CBS
Television Network, a division of CBS Inc., and KBVO License, Inc., as
amended by letter agreement dated December 6, 1994, and further amended
by letter agreement dated June 15, 1995, for television station KEYE-TV.

8. Affiliation Agreement, dated as of June 15, 1995, between CBS
Television Network, a division of CBS Inc., and the Company, for
television station WWMT.

9. Primary Television Affiliation Agreement, dated December 1, 1994,
between Queen City Broadcasting of New York, Inc. and American
Broadcasting Companies, Inc., as amended by Amendment to Primary
Television Affiliation Agreement, dated June 29, 1995, for television
station WKBW.

10. Primary Television Affiliation Agreement, dated April 1, 1996, between
Lansing 53, Inc. and American Broadcasting Companies, Inc., for
television station WLAJ.