**Level**  **Leverage Ratio**    **Alternate Base Rate Margin for Revolving Loans and Tranche A Term Loans**    **LIBOR Rate Margin****for RevolvingLoans, Tranche A Term Loans and Letter of Credit Fee**    **Alternate Base Rate Margin for****Tranche B Term Loans**  **LIBOR Rate Margin****for Tranche B TermLoans**  **Commitment Fee**I  35.5 to 1.0    2.75%    4.00%    3.25%  4.50%  0.625%II  35.0 to 1.0 but < 5.5 to 1.0    2.75%    4.00%    3.25%  4.50%  0.625%III  34.5 to 1.0 but < 5.0 to 1.0    2.00%    3.25%    3.25%  4.50%  0.500%IIII  34.0 to 1.0 but < 4.5 to 1.0    1.75%    3.00%    3.25%  4.50%  0.500%V  33.5 to 1.0 but < 4.0 to 1.0    1.50%    2.75%    3.25%  4.50%  0.500%VI  33.0 to 1.0 but < 3.5 to 1.0    1.25%    2.50%    3.25%  4.50%  0.375%VII  32.5 to 1.0 but < 3.0 to 1.0    1.00%    2.25%    2.75%  4.00%  0.375%VIII  < 2.5 to 1.0    0.75%    2.00%    2.75%  4.00%  0.375% The Credit Parties and the Lenders acknowledge and agree that the foregoing modificationsto the pricing grid will become effective on the date this Amendment is effective pursuant to the terms hereof and the amended interest rate levels set forth in such pricing grid shall apply to all Loans outstanding as of such date as well as anyLoan made after such date.  **1.2    Amendment to Asset Disposition MandatoryPrepayment.**    Section 2.8(b)(iii) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:  ***2.8    Prepayments.*** ************  *(b)    Mandatory Prepayments.* ************  *(iii)    Asset Dispositions.    Promptly following any Asset Disposition, the Borrower shall prepay theLoans in an aggregate amount equal to 100% of the Net Cash Proceeds derived from such Asset Disposition (such prepayment to be applied as set forth in clause (vii) below); provided, however, that the Net Cash Proceeds from an AssetDisposition (other than an Asset Disposition made pursuant to Section 6.5(a)(iv)) shall not be required to be so applied if (A) such Asset Disposition occurs on or after January 1, 2003 and (B) the Borrower delivers to the Administrative Agent acertificate stating that a Credit Party intends to use such Net Cash Proceeds to acquire fixed or capital assets in*2 
*replacement of the disposed assets within 270 days of the receipt of such Net Cash Proceeds, it being expressly agreed that any Net Cash Proceeds not so reinvested shall be applied to repay theLoans immediately thereafter.* **1.3    Amendment to FinancialCovenants.**    Sections 5.9(a), (b) and (d) of the Credit Agreement are hereby amended and restated in their entirety to read as follows:  ***5.9    Financial Covenants.*** *(a)    Leverage Ratio.    At all times, the Leverage Ratio during the following periods shall be less than or equal to the ratios corresponding to suchperiods:* **Period**  **Maximum Ratio**Closing Date through September 29, 2002  5.75 to 1.0September 30, 2002 through June 29, 2003  6.00 to 1.0June 30, 2003 through September 29, 2003  5.00 to 1.0September 30, 2003 through June 29, 2004  4.75 to 1.0June 30, 2004 through September 29, 2004  4.50 to 1.0September 30, 2004 through December 30, 2004  4.00 to 1.0December 31, 2004 and thereafter  3.00 to 1.0 *(b)    Interest CoverageRatio.    At all times, the Interest Coverage Ratio during the following periods shall be greater than or equal to the ratios corresponding to such periods:* **Period**  **Minimum Ratio**Closing Date through September 29, 2002  2.25 to 1.0September 30, 2002 through March 30, 2004  1.75 to 1.0March 31, 2004 through June 29, 2004  2.00 to 1.0June 30, 2004 through September 29, 2004  2.25 to 1.0September 30, 2004 through December 30, 2004  2.75 to 1.0December 31, 2004 and thereafter  3.00 to 1.0 ************  *(d)    Consolidated Capital Expenditures.    Consolidated CapitalExpenditures made in cash by the Credit Parties shall not exceed (i) $5,500,000 in fiscal year 2002 and (ii) $5,000,000 in any fiscal year thereafter.*3 
 ARTICLE II CONDITIONS TO EFFECTIVENESS  **2.1    Closing Conditions.** This Amendment shall become effective as of the date first above written upon satisfaction of the followingconditions (in form and substance reasonably acceptable to the Administrative Agent):  (a)    Executed Amendment.    Receipt by the Administrative Agent of a copy of this Amendment duly executed by each of the Credit Parties and the Required Lenders.  (b)    Resolutions.    Receipt by the Administrative Agent ofcopies of resolutions of the Board of Directors of each of the Credit Parties approving and adopting this Amendment, the transactions contemplated herein and authorizing execution and delivery hereof, certified by a secretary or assistant secretaryof such Credit Party to be true and correct and in force and effect as of the date hereof.  (c)    Incumbency Certificate.    Receipt by the Administrative Agent of an incumbency certificate with respect to each of the Credit Parties.  (d)    Legal Opinion.    Receipt by the Administrative Agent of an opinionfrom counsel to the Credit Parties relating to this Amendment and the transactions contemplated herein, in form and substance satisfactory to the Administrative Agent, addressed to the Administrative Agent and the Lenders and dated as of the datehereof.  (e)    Fees.    (i) Receipt by theAdministrative Agent, on behalf of each Lender that executes this Amendment by 5:00 p.m. (EST) on Friday, October 25, 2002, of an amendment fee equal 0.25% of such Lender’s aggregate Commitments; (ii) receipt by Wachovia of all fees due andpayable pursuant to that certain fee letter, dated as of October 10, 2002, between the Borrower and Wachovia; and (iii) receipt by the Administrative Agent of all fees and expenses of the Administrative Agent in connection with the preparation,execution and delivery of this Amendment, including, without limitation, the fees and expenses of Moore & Van Allen PLLC.  ARTICLE III MISCELLANEOUS  **3.1    Amended Terms.**    The term “Credit Agreement” as used in each of the Credit Documents shall hereafter mean the Credit Agreement as amended by this Amendment.Except as specifically amended hereby or otherwise agreed, the Credit Agreement is hereby ratified and confirmed and shall remain in full force and effect according to its terms. 4 
 **3.2    Representations and Warranties of CreditParties.**    Each of the Credit Parties represents and warrants as follows:  (a)    It has taken all necessary action to authorize the execution, delivery and performance of this Amendment.  (b)    This Amendment has been duly executed and delivered by such Person and constitutes such Person’s legal, valid and bindingobligations, enforceable in accordance with its terms, except as such enforceability may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors’ rightsgenerally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).  (c)    No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental authority or third party is required in connectionwith the execution, delivery or performance by such Person of this Amendment.  (d)    The representations and warranties set forth in Article III of the Credit Agreement are true and correct in all material respects as of the date hereof (except for those which expressly relate to an earlierdate).  **3.3    Acknowledgment of Guarantors.**    TheGuarantors acknowledge and consent to all of the terms and conditions of this Amendment and agree that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge the Guarantors’ obligations under theCredit Documents.  **3.4    Credit Document.**    This Amendmentshall constitute a Credit Document under the terms of the Credit Agreement.  **3.5    Entirety.**    This Amendment and the other Credit Documents embody the entire agreement between the parties hereto and supersede all prior agreements and understandings,oral or written, if any, relating to the subject matter hereof.  **3.6    Counterparts;Telecopy.**    This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of anexecuted counterpart to this Amendment by telecopy shall be effective as an original and shall constitute a representation that an original will be delivered.  **3.7    General Release.**    In consideration of the Required Lenders entering into this Amendment, the Credit Parties hereby release theAdministrative Agent, the Lenders, and the Administrative Agent’s and the Lenders’ respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages andliabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises from any action or failure to act under the Credit Agreement on or prior to the date hereof.5 
 **3.8    GOVERNING LAW.    THISAMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.** **3.9    Consent to Jurisdiction; Service of Process; Waiver of Jury Trial.**    The jurisdiction, services of process andwaiver of jury trial provisions set forth in Sections 9.14 and 9.17 of the Credit Agreement are hereby incorporated by reference, *mutatis mutandis*. 6 
 IN WITNESS WHEREOF the Borrower, the Guarantors and the Required Lenders havecaused this Amendment to be duly executed on the date first above written.  **BORROWER:**   **FISHER BROADCASTING COMPANY,**a Washington corporation      By: /s/ David D. Hillard      Name: David D. HillardTitle: Assistant Secretary**GUARANTORS:**   **FISHER RADIO REGIONAL GROUP INC.,**a Washingtoncorporation      By: /s/ David D. Hillard      Name: David D. HillardTitle: Assistant Secretary      **FISHER BROADCASTING-PORTLAND RADIO, L.L.C.,**a Delaware limited liability company**** **FISHER BROADCASTING-SEATTLE RADIO, L.L.C.,**a Delaware limited liability company**** **FISHER BROADCASTING-PORTLAND TV, L.L.C.,**a Delaware limited liability company**** **FISHER BROADCASTING-SEATTLE TV, L.L.C.,**a Delaware limited liability company**** **FISHER BROADCASTING-S.E.IDAHO TV, L.L.C.,**a Delaware limited liability company**** **FISHER BROADCASTING-IDAHO TV, L.L.C.,**a Delaware limitedliability company**** **FISHER BROADCASTING-GEORGIA TV, L.L.C.,**a Delaware limited liability company**** **FISHER BROADCASTING-OREGON TV, L.L.C.,**a Delaware limited liability company****      **FISHER BROADCASTING-WASHINGTON TV, L.L.C.,**a Delaware limited liability company****      By: Fisher Broadcasting Company,its sole member      By: /s/ David D. Hillard      Name: David D. HillardTitle: Assistant Secretary
 **ADMINISTRATIVE AGENT AND LENDERS:**   **WACHOVIA BANK, NATIONAL ASSOCIATION**as Administrative Agent and as aLender      By: /s/ Lawrence P. Sullivan      Name: Lawrence P. SullivanTitle: Vice President
 **LENDERS:**   **BANK OF AMERICA, N.A.**as a Co-Syndication Agent and as aLender      By: /s/ Mark N. Crawford      Name: Mark N. CrawfordTitle: Senior Vice President      **THE BANK OF NEW YORK**      By: /s/ Stephen M. Nettler      Name: Stephen M. NettlerTitle: Vice President      **NATIONAL CITY BANK**      By: /s/ Timothy J. Ambrose      Name: Timothy J. AmbroseTitle: Vice President      **WASHINGTON MUTUAL BANK**      By: /s/ Vance Gledhill      Name: Vance GledhillTitle: Vice President      **GENERAL ELECTRIC CAPITAL CORP**      By: /s/ Susun Timmerman        Name: Susun TimmermanTitle: Sr. Risk Manager      **LANDMARK CDO LTD.****LANDMARK II CDO LTD.**      By: Aladdin Asset Management LLCas Manager      By: /s/ Gilles Marchand      Name: Gilles MarchandTitle: Authorized Signatory
     **NEW ALLIANCE GLOBAL CDO, LIMITED**      By: Alliance Capital Management L.P.,as Sub-advisor      By: Alliance Capital Management Corporationas General Partner      By: /s/ Robert Bayer      Name: Robert BayerTitle: Vice President      **BANK OF MONTREAL**      By: /s/ S. Valia      Name: S. ValiaTitle: MD      **BLACK DIAMOND CLO 2000-1 LTD.**      By: /s/ David Dyer      Name: David DyerTitle: Director      **BLACK DIAMOND INTERNATIONAL FUNDING, LTD.**      By: /s/ David Dyer      Name: David DyerTitle:      **TRS1 LLC**      By: /s/ Rosemary F. Dunne      Name: Rosemary F. DunneTitle: Attorney-in-Fact      **STANWICH LOAN FUNDING LLC**      By: /s/ Diana L. Mushill      Name: Diana L. MushillTitle: Asst. Vice President
     **Sierra CLO I**      By: /s/ John M. Casparian      Name: John M. CasparianTitle: Chief Operating Officer          Centre Pacific, Manager      **BRYN MAWR CLO, Ltd.**      By: Deerfield Capital Management LLC as its Collateral Manager      By: /s/ Dale Burrow      Name: Dale BurrowTitle: Senior Vice President      **OLYMPIC FUNDING TRUST, SERIES 1999-1**      By: /s/ Diana L. Mushill      Name: Diana L. MushillTitle: Authorized Agent      **ROSEMONT CLO, Ltd.**      By: Deerfield Capital Management LLC as its Collateral Manager      By: /s/ Dale Burrow      Name: Dale BurrowTitle: Senior Vice President      **APEX (IDM) CDO I, Ltd.**      By: David L. Babson & Company Inc. as Collateral Manager      By: /s/ Adrienne Musgnug      Name: Adrienne MusgnugTitle: Managing Director      **FLAGSHIP CLO 2001-1**      By: /s/ Eric S. Meyer      Name: Eric S MeyerTitle: Director
     **FLAGSHIP CLO II**      By: /s/ Eric S. Meyer      Name: Eric S. MeyerTitle: Attorney-in-fact      **PILGRIM CLO 1999-1 LTD**      By: ING Investments, LLC as its investment manager      By: /s/ Jeffrey A. Bakalar      Name: Jeffrey A. BakalarTitle: Senior Vice President      **ING SENIOR INCOME FUND**      By: ING Investments, LLC as its investment manager      By: /s/ Jeffrey A. Bakalar      Name: Jeffrey A. BakalarTitle: Senior Vice President      **ING PRIME RATE TRUST**      By: ING Investments, LLC as its investment manager      By: /s/ Jeffrey A. Bakalar      Name: Jeffrey A. BakalarTitle: Senior Vice President      **OCTAGON INVESTMENT PARTNERS III, LTD.**      By: Octagon Credit Investors, LLC as Portfolio Manager      By: /s/ Andrew D. Gordon      Name: Andrew D. GordonTitle: Portfolio Manager
     **OCTAGON INVESTMENT PARTNERS IV, LTD.**      By: Octagon Credit Investors, LLC as Portfolio Manager      By: /s/ Andrew D. Gordon      Name: Andrew D. GordonTitle: Portfolio Manager      **HARBOUR VIEW CLO IV, LTD.**      By: /s/ Bill Campbell      Name: Bill CampbellTitle: Manager      **OPPENHEIMER SENIOR FLOATING RATE FUND**      By: /s/ Bill Campbell      Name: Bill CampbellTitle: Manager