**2.    Amendments to LoanAgreement.    **The Loan Agreement is amended as follows: **** (a)    Amendment to Section 1.01.    In Section 1.01, the definition of “As-Completed Appraisal” is amended by deleting the phrase “or other qualified independentcommercial real estate appraisal firm selected by the Borrower and acceptable to the Lenders” and substituting in its stead the following phrase “or any successor thereto acceptable to the Lenders.”  (b)    Amendment to Section 2.04.    Subsection (a) of Section 2.04 is amended andrestated to read as follows:  (a)    (i) If, as of the date of theAgent’s receipt of the As-Completed Appraisal required to be delivered to the Agent pursuant to Section 6.02(f) (the “Required Appraisal”), the Outstanding Amount of all Loans exceeds 65% of the “as-is” leasedfee market value of Fisher Plaza based solely on the income capitalization approach of appraisal as set forth in the Required Appraisal, then the Borrower shall promptly, and in no event later than 15 days after the Agent’s receipt of theRequired Appraisal, prepay Loans in an aggregate amount equal to such excess, and (ii) if as of May 31, 2004 the Outstanding Amount of all Loans exceeds 60% of the “as-is” leased fee market value of Fisher Plaza based solely on the incomecapitalization approach of appraisal as set forth in the Required Appraisal, or, at the option of the Borrower, another As-Completed Appraisal made as of a later date than the Required Appraisal (the “Optional Appraisal”), then theBorrower shall on such date, prepay Loans in an aggregate amount equal to the amount by which the Outstanding Amount of all Loans exceeds 60% of the “as-is” leased fee market value of Fisher Plaza based solely on the income capitalizationapproach of appraisal as set forth in the Required Appraisal, or, at the option of the Borrower, the Optional Appraisal.  (c)    Amendment to Section 7.02.    Subsections (a), (g) and (h) of Section 7.02 are amended and restated and subsection (i) is added to read as follows:  (a)    Investments other than those permitted by subsections (b) through (i) that are existing on thedate hereof and listed on Schedule 7.02;  (g)    Investments made bythe Borrower in Civia during the period commencing July 1, 2002 and ending December 31, 2002 in an amount not to exceed $1,700,000;  (h)    Guaranty Obligations permitted by Section 7.03; and  (i)    Investments permitted by Section 7.04. 2 
 (d)    Amendment to Section7.11.    Section 7.11 is hereby amended and restated as follows:  7.11    Capital Expenditures.    Make or become legally obligated to make any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normalreplacements and maintenance which are properly charged to current operations), except:  (a)    capital expenditures made by the Borrower related to the completion of, or tenant improvements in or maintenance of Fisher Plaza not to exceed $45,000,000 in the aggregate;  (b)    capital expenditures made by the Borrower for the joint development and marketing of a mediamanagement system based on Ingeniux XPower software during the period commencing July 1, 2002 and ending December 31, 2002 in an amount not to exceed $1,100,000;  (c)    capital expenditures in the ordinary course of business made by the Subsidiaries not exceeding, in the aggregate during eachfiscal year set forth below, the amount set forth opposite such fiscal year:  **Fiscal Year**    **Amount**2002    $1,000,0002003    $1,000,0002004    $1,250,000 (e)    Amendments toSchedules.    Amendments are made to the Schedules, as follows:  (i)    Schedule 5.14.    Schedule 5.14 is hereby amended and restated as set forth in Schedule 5.14 attached hereto; and  (ii)    Schedule 7.02.    Schedule 7.02 is hereby amended and restated as set forthin Schedule 7.02 attached hereto.  (f)    Amendment to ExhibitC.    Schedule 2 to Exhibit C is hereby amended and restated as set forth in Schedule 2 to Exhibit C attached hereto.  **3.    Amendments to Guaranty Agreement.    **The Guaranty Agreement is amended as follows: **** (a)    Amendments to Article 1.    In Article 1, Section 1, amendments aremade to the definitions, as follows:  (i)    InterestCharges.    The definition of “Interest Charges” is amended and restated to read as follows:  “Interest Charges” means, for any period, for the Guarantor and the Non-Broadcasting Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, fees, chargesand related expenses of the Guarantor and the Non-Broadcasting Subsidiaries in connection with borrowed money (including, without limitation, capitalized interest) or in connection with the deferred purchase price of assets, in each case to theextent treated as interest in accordance with GAAP, plus (b) the portion of rent expense of the Guarantor and the Non-Broadcasting Subsidiaries with respect to such period under capital leases that is treated as interest in accordance withGAAP, less (c) to the extent 3 
included in clause (a) and not paid or payable during such period, all interest, premium payments, fees, charges and related expenses of the Guarantor in connection with the Forward SaleDocuments.  (ii)    Restricted Payment.    The definition of“Restricted Payment” is added to read as follows:  “RestrictedPayment” means (a) any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock of the Guarantor, or any payment (whether in cash, securities or other property), including any sinkingfund or similar deposit on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or of any option, warrant or other right to acquire any such capital stock; and (b) any payment made inrespect of any Indebtedness of the Guarantor payable to any Affiliate of the Guarantor.  (b)    Amendment to Article 3.    Section 5(c) is added to Article 3 to read as follows:  (c)    Except as set forth in Part (a) of Schedule 2, the Guarantor is not obligated (direct, contingent or otherwise) in respectof Indebtedness payable to any Affiliate of the Guarantor and except as set forth in Part (b) of Schedule 2, the Guarantor is not obligated (direct, contingent or otherwise) in respect of Indebtedness in excess of $100,000 payable to anyPerson other than an Affiliate of the Guarantor.  (c)    Amendment to Article4.    Section 4 of Article 4 is amended and restated to read as follows:  **4.    Fisher Broadcasting Dividends.**    Cause Fisher Broadcasting to declare and make cash dividend payments to the Guarantor of not less than $10,000,000 on or before May 15, 2004. (d)    Amendments to Article 5.    Article 5 is amended asfollows:  (i)    Amendment to Section 3.    Section 3(h) ofArticle 5 is amended and restated to read as follows:  (h)    otherInvestments not otherwise permitted by subsections (a) through (g) above in an amount not to exceed in the aggregate in any fiscal year of the Guarantor the amount of $1,000,000 less the amount by which the aggregate amount of capital expendituresmade by the Guarantor during such fiscal year exceeds $100,000. 4 
 (ii)    Amendment to Section8.    Section 8 of Article 5 is amended and restated to read as follows:  **8.    Transactions with Affiliates.**    Enter into any transaction of any kind with any Affiliate of the Guarantor, other than arm’s-length transactions with Affiliates in theordinary course of business, except:  (a)    the Guarantor and itsSubsidiaries may lease office space in Fisher Plaza from the Borrower under terms that the Guarantor or such Subsidiary deems reasonable under the circumstances;  (b)    the Guarantor may provide reasonable services to Fisher Broadcasting, any Subsidiary of Fisher Broadcasting or Civia under termsthat the Guarantor deems reasonable under the circumstances; provided that the aggregate difference between (i) the actual compensation received by the Guarantor in such transactions and (ii) the compensation that it would receive incomparable arm’s-length transactions with a Person not an Affiliate of the Guarantor shall not exceed $50,000 any fiscal year; and  (c)    the Guarantor may purchase reasonable services from Fisher Broadcasting, any Subsidiary of Fisher Broadcasting or Civia under terms that the Guarantor deems reasonable underthe circumstances; provided that the aggregate difference between (i) the actual compensation paid by the Guarantor in such transactions and (ii) the compensation that it would pay in comparable arm’s-length transactions with a Personnot an Affiliate of the Guarantor shall not exceed $50,000 any fiscal year.  For the avoidance of doubt, andwithout limiting the generality of the foregoing, (a) the purchase by the Guarantor of advertising from Fisher Broadcasting or any of its Subsidiaries shall, for purposes of this Guaranty, shall be deemed outside the ordinary course of business and(b) the allocation of insurance premiums by the Guarantor or any of its Subsidiaries among the Guarantor and any of its Subsidiaries and the providing by the Guarantor or any of its Subsidiaries of technical and engineering services to the Guarantorand any of its Subsidiaries without mark-up or premium shall be deemed arm’s-length transactions in the ordinary course of business.  (iii)    Amendment to Section 9.    Section 9(a) of Article 5 is amended and restated to read as follows:  (a)    capital expenditures made by the Guarantor in the ordinary course of business not exceeding, in the aggregate during eachfiscal year the amount of $100,000 plus the amount by which the aggregate amount of Investments made by the Guarantor during such fiscal year not otherwise permitted by subsections 3(a) through (g) of Article 3 is less than $1,000,000. (iv)    Amendment to Section 10.    Section 10(a) ofArticle 5 is amended and restated to read as follows:  (a)    Interest Coverage Ratio.    Permit the Interest Coverage Ratio as of the end of any fiscal quarter of the Guarantor ending on or after September 30, 2002 to be less than 2.0 to 1.As used herein, “Interest Coverage Ratio” shall mean, as of any date of determination, the ratio of (i) the sum of (A) EBITDA for the period of the four prior fiscal quarters ending on such date, (B) Fisher Broadcasting Dividends receivedor deemed received by the Guarantor during 5 
such period, (C) the sum of (1) Net Proceeds of Dispositions received by any of the Loan Parties during such period and (2) non-cash charges arising from the write-off of unamortized issuancecosts of Indebtedness of such Loan Party secured by a Lien on the asset which is the subject of such Disposition and repaid by the proceeds of such Disposition and (D) for each period of four fiscal quarters that includes the fiscal quarter endedMarch 31, 2002, the sum of (1) losses associated with the termination of Swap Contracts by the Guarantor and (2) non-cash charges arising from the write-off of unamortized issuance costs of Indebtedness of the Guarantor arising under the ExistingCredit Facilities, in each case during such period to (ii) Interest Charges for such period; provided, however, that (A) for the period of four fiscal quarters ended on September 30, 2002, Interest Charges shall be mean InterestCharges for the period of two consecutive fiscal quarters then ended multiplied by two and (B) for the period of four fiscal quarters ended on December 31, 2002, Interest Charges shall be mean Interest Charges for the period of three consecutivefiscal quarters then ended multiplied by four and then divided by three.  (e)    Amendmentto Exhibit A.    Schedule 2 to Exhibit A is hereby amended and restated as set forth in Schedule 2 to Exhibit A attached hereto.  **6.    Conditions to Effectiveness.**    Notwithstanding anything contained herein to the contrary, this Amendment shall becomeeffective as of June 30, 2002; provided that each of the following conditions is fully and simultaneously satisfied not later than 5:00 p.m., Seattle time, on August 12, 2002:  (a)    Delivery of Amendment.    The Borrower, the Agent, each Lender and Fisher Communications shall have executed anddelivered counterparts of this Amendment to the Agent;  (b)    InterNAPNote.    The Borrower shall have executed and delivered to the Agent the Pledge and Security Agreement in the form of Exhibit A hereto (the “Pledge Agreement”) and shall have endorsed and delivered tothe Agent the promissory note of InterNAP Network Services Corporation (“InterNAP”) in the manner described in the Pledge Agreement;  (c)    Reimbursement for Expenses.    The Borrower shall have reimbursed the Agent for all expenses actually incurred by Agent in connection with thepreparation of the Loan Agreement and the other Loan Documents and shall have paid all other amounts due and owing under the Loan Documents.  (d)    Corporate Authority.    Agent shall have received in form and substance reasonably satisfactory to it (i) a copy of a resolution adopted by theBoard of Directors of the Borrower authorizing the execution, delivery and performance of this Amendment and the Pledge Agreement (together, the “Amendment Documents”) certified by the Secretary of the Borrower; (ii) evidence of theauthority and specimen signatures of the persons who have signed the Amendment Documents on behalf of the Borrower; and (iii) such other evidence of corporate authority as the Agent or any Lender shall request; 6 
 (e)    Consent ofGuarantors.    Each of the Guarantors shall have executed the subjoined Consent of Guarantors;  (f)    Representations True; No Default.    The representations of the Borrower as set forth in Section 5 of the Loan Agreement (as amended hereby) shall be true on and as of the date ofthis Amendment and the representations of Fisher Communications as set forth in Article 3 of the Guaranty Agreement(as amended hereby) shall, except as disclosed in that certain letter from Fisher Communications to the Lenders dated as of August 7,2002, be true on and as of the date of this Amendment, in each case with the same force and effect as if made on and as of this date or, if any such representation or warranty is stated to have been made as of or with respect to a specific date, asof or with respect to such specific date. After giving effect to this Amendment, no Event of Default and no event which, with notice or lapse of time or both, would constitute an Event of Default, shall have occurred and be continuing or will occuras a result of the execution of the Amendment Documents; and  (g)    OtherDocuments.    The Agent and the Lenders shall have received such other documents, instruments, and undertakings as the Agent and such Lender may reasonably request.  **7.    Guarantor Authority.**    The Guarantor agrees to deliver to the Agent within 14 days after the next regularly scheduledmeeting of the board of directors of the Guarantor (a) a copy of a resolution adopted by the Board of Directors of the Guarantor authorizing the execution, delivery and performance of this Amendment certified by the Secretary of the Guarantor; and(b) evidence of the authority and specimen signatures of the persons who have signed this Amendment on behalf of the Guarantor.  **8.    Representations and Warranties.**    The Borrower hereby represents and warrants to the Lenders and the Agent that, except as disclosed in that certain letter from FisherCommunications to the Lenders dated as of August 7, 2002, each of the representations and warranties set forth in Section 5 of the Loan Agreement (as amended hereby) is true and correct and Fisher Communications hereby represents and warrants to theLenders and the Agent that each of the representations and warranties set forth in Article 3 of the Guaranty Agreement (as amended hereby) is true and correct, in each case as if made on and as of the date of this Amendment or, if any suchrepresentation or warranty is stated to have been made as of or with respect to a specific date, as of or with respect to such specific date. The Borrower expressly agrees that it shall be an additional Event of Default under the Loan Agreement ifany representation or warranty made by the Borrower or Fisher Communications hereunder shall prove to have been incorrect in any material respect when made.  **9.    No Further Amendment.**    Except as expressly modified by this Amendment, the Loan Agreement, the Guaranty Agreement and the other Loan Documentsshall remain unmodified and in full force and effect and the parties hereby ratify their respective obligations thereunder. Without limiting the foregoing, Borrower expressly reaffirms and ratifies its obligation to pay or reimburse Agent andLenders on request for all reasonable expenses, including legal fees, actually incurred by Agent or such Lender in connection with the preparation of this Amendment, and the closing of the transactions contemplated hereby and thereby. 7 
 **10.    Reservation ofRights.**    The Borrower and Fisher Communications acknowledge and agree that the execution and delivery by the Agent and the Lenders of this Amendment shall not be deemed to create a course of dealing or otherwise obligatethe Agent or any Lender to forbear or execute similar amendments under the same or similar circumstances in the future.  **11.    Notices.**    All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the LoanAgreement.  **12.    Successor and Assigns.**    The provisions of thisAmendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the priorwritten consent of the Agent (and any attempted assignment or transfer by the Borrower or Fisher Communications without such consent shall be null and void).  **13.    Governing Law.**    THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF WASHINGTON; PROVIDED THAT THEAGENT AND THE LENDERS SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.  **14.    Amendments, Etc.**    No amendment or waiver of any provision of this Amendment, and no consent to any departure by the Borrower or Fisher Communications therefrom, shall beeffective unless in writing signed by the Agent and the Borrower or Fisher Communications, as applicable, subject to any consent required in accordance with Section 10.01 of the Loan Agreement, and each such waiver or consent shall beeffective only in the specific instance and for the specific purpose for which given.  **15.    Counterparts.**    This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the sameinstrument.  **16.    Integration.**    This Amendment, together withthe other Loan Documents, comprises the complete, final and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter.  **17.    Severability.**    Any provision of this Amendment that is prohibited or unenforceablein any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shallnot invalidate or render unenforceable such provision in any other jurisdiction.  **18.    Incorporation of Provisions of the Loan Agreement.**    To the extent the Loan Agreement contains provisions of general applicability to the Loan Documents, including any suchprovisions contained in Article 10 thereof, such provisions are incorporated herein by this reference. 8 
 **19.    No InconsistentRequirements.**    The Borrower acknowledges that this Amendment and the other Loan Documents may contain covenants and other terms and provisions variously stated regarding the same or similar matters, and agrees that all suchcovenants, terms and provisions are cumulative and all shall be performed and satisfied in accordance with their respective terms.  *IN WITNESS WHEREOF*, the parties hereto have caused this Amendment to be duly executed as of the date first above written.  **FISHER MEDIA SERVICES COMPANY**By: /s/    KIRK G. ANDERSON        Name: Kirk G. Anderson        Title: President          **FISHER COMMUNICATIONS, INC.**By: /s/    DAVID D. HILLARD        Name: David D. Hillard        Title: Assistant Secretary          **BANK OF AMERICA, N.A.**, as Agent****By: /s/    DORA A. BROWN        Name: Dora A. Brown        Title: Vice President          **BANK OF AMERICA, N.A.,**as Lender****By: /s/    MARK N. CRAWFORD        Name: Mark N. Crawford        Title: Senior Vice President        9 
  **U.S. BANK NATIONAL ASSOCIATION**, as a Lender****By: /s/    THOMAS G. GUNDER        Name: Thomas G. Gunder        Title: V.P.        10 
**CONSENT OF GUARANTORS** FISHER COMMUNICATIONS, INC., a Washington corporation, FISHER PROPERTIES INC., a Washington corporation, FISHER PATHWAYS, INC., a Washington corporation, and FISHER ENTERTAINMENT, L.L.C., a Delawarelimited liability company (each individually a “Guarantor” and collectively, the “Guarantors”) are each a guarantor of the indebtedness, liabilities and obligations of FISHER MEDIA SERVICES COMPANY, a Washingtoncorporation (the “Borrower”) under the Loan Agreement referred to in the within and foregoing First Amendment to Loan Agreement and Guaranty Agreement (the “Amendment”) and the other Loan Documents described in thethat certain Loan Agreement dated as of March 21, 2002 among the Borrower, the Lenders and the Agent. Each Guarantor hereby acknowledges that it has received a copy of the Amendment and hereby consents to its contents (notwithstanding that suchconsent is not required). Each Guarantor hereby confirms that its guarantee of the obligations of the Borrower remains in full force and effect.  Dated this 8th day of August, 2002.  **FISHER COMMUNICATIONS, INC.**By: /s/    DAVID D. HILLARD        Name: David D. Hillard        Title: Assistant Secretary          **FISHER PROPERTIES INC.**By: /s/    DAVID D. HILLARD        Name: David D. Hillard        Title: Assistant Secretary          **FISHER PATHWAYS, INC.**By: /s/    DAVID D. HILLARD        Name: David D. Hillard        Title: Assistant Secretary        
 **FISHER ENTERTAINMENT, L.L.C.**By: /s/    DAVID D. HILLARD        Name: David D. Hillard        Title: Assistant Secretary        
***SCHEDULE 2******(to ExhibitC to Credit Agreement)*** For the Quarter/Year ended                                                 (“Statement Date”)  ($ in 000’s)  **I.**  **Section 7.02(e) — Investments.**       A.  Investments made during fiscal year to date:  $    B.  Maximum permitted Investments:  $    C.  Excess (deficient) for covenant compliance (Line IB – I.A):  $ **II.**  **Section 7.02(g) — Investments in Civia.**       A.  Investments made subsequent to July 1, 2002:  $    B.  Maximum permitted Investments:  $1,700,000   C.  Excess (deficient) for covenant compliance (Line IIB – II.A):  $ **III.**  **Section 7.11(a) — Capital Expenditures (Fisher Plaza).**       A.  Capital expenditures related to the completion of, or tenant improvements in or maintenance of Fisher Plaza since March 21, 2002:  $    B.  Maximum permitted capital expenditures:  $45,000,000   C.  Excess (deficient) for covenant compliance (Line III.B – III.A):  $ **IV.**  **Section 7.11(b) — Capital Expenditures (Ingeniux).**       A.  Capital expenditures for the joint development and marketing of a media management system based on Ingeniux XPower software during the period commencing July1, 2002 and ending December 31, 2002:  $    B.  Maximum permitted capital expenditures:  $1,100,000   C.  Excess (deficient) for covenant compliance (Line IV.B – IV.A):  $ **V.**  **Section 7.11(b) — Capital Expenditures (Subsidiaries).**       A.  Capital expenditures made during fiscal year to date:  $    B.  Maximum permitted capital expenditures:  $    C.  Excess (deficient) for covenant compliance (Line V.B – V.A):  $ 
***SCHEDULE 2******(to ExhibitA to Guaranty Agreement)*** For the Quarter/Year ended                                                     (“Statement Date”)  ($ in000’s)  *[Use following for****Guarantor Partial Consolidated year-end****financial statements]* **I.**  **Section 9(a) — Capital Expenditures (Guarantor).**       A.  Capital expenditures made during fiscal year to date:  $    B.  Maximum Permitted          1.  The amount of $100,000:  $100,000      2.  The amount by which the aggregate amount of Investments made by the Guarantor during such fiscal year not otherwise permitted by subsections 3(a) through (g) ofArticle 3 is less than $1,000,000:  $       3.  Maximum (Lines B.1 + B.2):  $    C.  Excess (deficient) for covenant compliance (Line I.B – I.A):  $ **II.**  **Section 9(b) — Capital Expenditures (Fisher Properties).**       A.  Capital expenditures made during fiscal year to date:  $    B.  Maximum permitted capital expenditures:  $    C.  Excess (deficient) for covenant compliance (Line II.B – II.A):  $ **III.**  **Section 10(a) — Interest Coverage Ratio.**       A.  EBITDA for the four consecutive fiscal quarters ending on above date (“Subject Period”):          1.  Consolidated net income for Subject Period:  $       2.  Interest Charges for Subject Period:  $       3.  Provision for income taxes for Subject Period:  $       4.  Depreciation expenses for Subject Period:  $       5.  Amortization expenses for intangibles for Subject Period:  $       6.  EBITDA (Lines IIIA.1 + 2 + 3 + 4 + 5):  $    B.  Fisher Broadcasting Dividends for Subject Period:  $  14 
               C.  Net Proceeds from Dispositions for Subject Period:  $       1.  Net Proceeds from Dispositions:  $       2.  Non-cash charges arising from the write-off of unamortized issuance costs of Indebtedness repaid by the proceeds of such Disposition:  $       3.  Net Proceeds (Lines IIIC.1 + 2):  $    D.  Non-cash Adjustments (quarter ended March 31, 2002 only):  $       1.  Losses associated with the termination of Swap Contracts:  $       2.  Non-cash charges arising from the write-off of unamortized issuance costs of certain Indebtedness:  $       3.  Non-cash Adjustments (Lines IIID.1 + 2):  $    E.  Interest Charges for Subject Period:  $       (for the period of four fiscal quarters ended on September 30, 2002, Interest Charges shall be mean Interest Charges for the period of twoconsecutive fiscal quarters then ended multiplied by 2 and for the period of four fiscal quarters ended on December 31, 2002, Interest Charges shall be mean Interest Charges for the period of three consecutive fiscal quarters then ended multipliedby 4 and then divided by 3)  $    F.  Interest Coverage Ratio ((Lines IIIA.6 +B + C + D) ÷ (Line E)):   _______ to 1   *Minimum required:*    2.0 to 1      *[Use following for****Guarantor Full Consolidated****financial statements]***IV.**  **Section 10(b) — Debt to Capitalization Ratio.**       A.  Total Debt at Statement Date:  $    B.  Total Capitalization at Statement Date:  $    C.  Debt to Capitalization Ratio (Line IVA ÷ Line B):  $    *Maximum permitted:*    70%