<PAGE>


                                                                    Exhibit 4.56



                                  $150,000,000


                              AMENDED AND RESTATED

                                CREDIT AGREEMENT


                           DATED AS OF APRIL 30, 2002

                                      AMONG

                        GRANITE BROADCASTING CORPORATION

                                   AS BORROWER


                                       AND

                            THE LENDERS PARTY HERETO

                                       AND

                       GOLDMAN SACHS CREDIT PARTNERS L.P.

                            AS ADMINISTRATIVE AGENT,

                              AS COLLATERAL AGENT,

                              AS SOLE LEAD ARRANGER


                                       AND


                               AS SOLE BOOKRUNNER


<PAGE>


                  AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 30,
2002, among GRANITE BROADCASTING CORPORATION, a Delaware corporation (the
"BORROWER"), the Lenders (as defined below), GOLDMAN SACHS CREDIT PARTNERS L.P.
("GSCP"), as agent for the Lenders (in such capacity, the "ADMINISTRATIVE
AGENT"), as sole lead arranger and book runner (in such capacity, the
"ARRANGER") and as Collateral Agent (as defined below).

                              W I T N E S S E T H:

                  WHEREAS, the Borrower and the lenders party thereto are
parties to that certain Credit Agreement dated as of March 6, 2001 (as amended,
the "EXISTING CREDIT AGREEMENT") among the Borrower, the lenders party thereto,
GSCP, as administrative agent (in such capacity, the "EXISTING ADMINISTRATIVE
AGENT"), as sole lead arranger and book runner and as Tranche B collateral agent
(the "EXISTING TRANCHE B COLLATERAL AGENT") and Foothill Capital Corporation, as
Tranche A collateral agent (the "EXISTING TRANCHE A COLLATERAL AGENT" and,
together with the Existing Administrative Agent and the Existing Tranche B
Collateral Agent, collectively, the "EXISTING AGENTS");

                  WHEREAS, (a) the Borrower, the Existing Agents, and the
lenders party to the Existing Credit Agreement and GSCP (in such capacity, the
"EXISTING LENDER") have concurrently herewith entered into the Master Assignment
and Acceptance dated as of the date hereof (the "MASTER ASSIGNMENT AGREEMENT")
pursuant to which the lenders party to the Existing Credit Agreement have
assigned all their right, title and interest in, to and under the Existing
Credit Agreement and such other documents and delegated all their respective
obligations thereunder to the Existing Lender and the Existing Lender has
accepted such assignment and assumed such obligations, and (b) the Existing
Tranche A Collateral Agent, the Administrative Agent, the Collateral Agent (as
defined below), and the Borrower have concurrently herewith entered into the
Assignment and Release Agreement dated the date hereof (the "ASSIGNMENT AND
RELEASE AGREEMENT") pursuant to which the Existing Tranche A Collateral Agent
has resigned from its agent capacity under the Loan Documents (as defined in the
Existing Credit Agreement) and each has assigned all of its respective rights,
title and interest in, to and under the Existing Credit Agreement and the Loan
Documents (as defined in the Existing Credit Agreement) and delegated all of its
respective obligations thereunder to the Collateral Agent, and the Collateral
Agent has accepted such assignment and delegation;

                  WHEREAS, the parties hereto have agreed to amend and restate
the Existing Credit Agreement to provide for certain amendments on the terms set
forth in this Agreement, which Agreement shall become effective upon
satisfaction of certain conditions precedent set forth herein;

                  WHEREAS, it is the intent of the parties hereto that this
Agreement not constitute a novation of the obligation and liabilities existing
under the Existing Credit Agreement or evidence payment of all or any of such
obligations and liabilities, that this Agreement amends and restates in its
entirety the Existing Credit Agreement, and that from and after the Effective
Date the Existing Credit Agreement be of no further force or effect except as to
evidence the incurrence of the obligations of the Borrower thereunder and the
representations and warranties made thereunder;


                                        1
<PAGE>


                  NOW, THEREFORE, in consideration of the premises and the
covenants and agreements contained herein, the parties hereto hereby agree as
follows:

                                   ARTICLE I
                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

SECTION 1.1 DEFINED TERMS. As used in this Agreement, the following terms have
the following meanings (such meanings to be equally applicable to both the
singular and plural forms of the terms defined):

                  "ACCOUNT DEBTOR" has the meaning given to it in the UCC.

                  "ADJUSTED BROADCAST CASH FLOW" means, with respect to any
Person for any period, the sum of, in each case, for such period (i) EBITDA,
(ii) Consolidated Corporate Overhead and (iii) Other Expenses.

                  "ADMINISTRATIVE AGENT" has the meaning specified in the
preamble to this Agreement.

                  "ADMINISTRATIVE AGENT'S ACCOUNT" means Bank: Citibank N.A.,
ABA:021000089, Account No. 40717188, Account Name: Goldman Sachs Credit Partners
L.P., Ref: Granite, Notify: Sandra Stulberger.

                  "AFFILIATE" means, with respect to any Person, any other
Person which, directly or indirectly, controls, is controlled by or is under
common control with such Person, each officer, director, general partner or
joint-venturer of such Person, and each Person who is the beneficial owner of 5%
or more of any class of Voting Stock of such Person. For the purposes of this
definition, "CONTROL" means the possession of the power to direct or cause the
direction of management and policies of such Person, whether through the
ownership of voting securities, by contract or otherwise.

                  "AGENT'S SERVICING FEE" means the fee described under such
heading in the Fee Letter.

                  "AGENTS" means, collectively, the Administrative Agent, the
Collateral Agent and the Arranger, and each, an "AGENT".

                  "AGREEMENT" means this Credit Agreement.

                  "ALTERNATE RATE" means, (a) with respect to Obligations
related to Tranche A Loans, the greater of (i) the Base Rate plus 1.75% per
annum or (ii) 6.50% per annum, (b) with respect to Obligations related to
Tranche B-1 Loans, the greater of (i) the Base Rate plus 6.25% per annum or (ii)
11.00% per annum, (c) with respect to Obligations related to Tranche B-2 Loans,
the rate or rates set forth in any Tranche B-2 Supplement and (d) with respect
to Obligations related to Tranche C Supplemental Term Loans, the rate or rates
set forth in any Tranche C Supplement.


                                        2
<PAGE>


                  "APPLICABLE LENDING OFFICE" means, with respect to each
Lender, its Domestic Lending Office in the case of an Alternate Rate Loan, and
its Eurodollar Lending Office in the case of a Eurodollar Rate Loan.

                  "APPROVED FUND" means any Fund that is advised or managed by
(a) a Lender, (b) an Affiliate of a Lender or (c) an entity or Affiliate of an
entity that administers or manages a Lender.

                  "APPROVED SECURITIES INTERMEDIARY" means a Securities
Intermediary selected or approved by the Collateral Agent and with respect to
which the Borrower or a Subsidiary thereof has delivered to the Collateral Agent
an executed Control Account Letter.

                  "ARRANGER" has the meaning specified in the preamble to this
Agreement.

                  "ASSET SALE" has the meaning specified in SECTION 8.4.

                  "ASSIGNMENT AND ACCEPTANCE" means an assignment and acceptance
entered into by a Lender and an Eligible Assignee, and accepted by the
Administrative Agent, in substantially the form of EXHIBIT A.

                  "ASSIGNMENT AND RELEASE AGREEMENT" has the meaning specified
in the recitals to this Agreement.

                  "BASE RATE" means, for any day, a rate per annum equal to the
greater of (i) the Prime Rate in effect on such day and (ii) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Base Rate
due to a change in the Prime Rate or the Federal Funds Effective Rate shall be
effective on the effective day of such change in the Prime Rate or the Federal
Funds Effective Rate, respectively.

                  "BLOCKED ACCOUNT" means a deposit account maintained by any
Loan Party with a Blocked Account Bank which account is the subject of an
effective Blocked Account Letter, and includes all monies on deposit therein and
all certificates and instruments, if any, representing or evidencing such
Blocked Account.

                  "BLOCKED ACCOUNT BANK" means a financial institution selected
or approved by the Collateral Agent and with respect to which a Loan Party has
delivered to the Collateral Agent an executed Blocked Account Letter.

                  "BLOCKED ACCOUNT LETTER" means a letter agreement,
substantially in the form of EXHIBIT H hereto (with such changes as may be
agreed to by the Collateral Agent), executed by the Loan Party and the
Collateral Agent and acknowledged and agreed to by the relevant Blocked Account
Bank.

                  "BORROWER" has the meaning specified in the preamble to this
Agreement.

                  "BORROWING" means a Tranche A Borrowing, Tranche B-1
Borrowing, a Tranche B-2 Borrowing or Tranche C Borrowing.


                                        3
<PAGE>


                  "BUSINESS DAY" means a day of the year on which banks are not
required or authorized to close in New York City and, if the applicable Business
Day relates to notices, determinations, fundings and payments in connection with
the Eurodollar Rate or any Eurodollar Rate Loans, a day on which dealings in
Dollar deposits are also carried on in the London interbank market.

                  "CABLE CARRIAGE AGREEMENTS" means (i) the DTV Spectrum Space
Agreement, dated July 6, 2000, between Geocast Network Systems, Inc., the
Borrower, KNTV-DT and KBWB-DT and (ii) the WeB Affiliation Agreement, dated June
30,1999, between WPTA-TV and Comcast Programming, a division of Comcast
Corporation and each other agreement pursuant to which the Borrower or any
Subsidiary thereof grants to another Person the right to receive and retransmit
such Loan Party's broadcast signal.

                  "CAPITAL EXPENDITURES" means, with respect to any Person for
any period, the sum of (i) the aggregate of all cash expenditures (including
that portion of Capital Leases which is capitalized on the consolidated balance
sheet of such Person and its Subsidiaries) by such Person 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 such Person and its Subsidiaries, PLUS to the extent
not covered by CLAUSE (i) of this definition, (ii) the aggregate of all
expenditures by such Person and its Subsidiaries during such 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 such Person
or any of its Subsidiaries and (iii) any cash expenses that would be capitalized
that are not Operating Expenses.

                  "CAPITAL LEASE" means, with respect to any Person, any lease
of property by such Person as lessee which would be accounted for as a capital
lease on a balance sheet of such Person prepared in conformity with GAAP.

                  "CAPITAL LEASE OBLIGATIONS" means, with respect to any Person,
the capitalized amount of all obligations of such Person or any of its
Subsidiaries under Capital Leases, as determined on a consolidated basis.

                  "CASH BALANCE" means all cash and Cash Equivalents of the
Borrower and its Subsidiaries.

                  "CASH BALANCE TESTING DATE" means the twenty-fifth day of each
month, or if such day is not a Business Day, the Business Day immediately prior
thereto.

                  "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency of the United States the obligations of which are backed by the full
faith and credit of the United States, in each case maturing within 180 days
after such date; (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, in each case maturing within one year after such
date and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody's;


                                        4
<PAGE>


(iii) commercial paper maturing no more than one year from the date of creation
thereof and having, at the time of the acquisition thereof, a rating of at least
A-1 from S&P or at least P-1 from Moody's; (iv) certificates of deposit or
bankers' acceptances maturing within 180 days after such date and issued or
accepted by any Lender or by any commercial bank organized under the laws of the
United States of America or any state thereof or the District of Columbia that
(a) is at least "ADEQUATELY CAPITALIZED" (as defined in the regulations of its
primary Federal banking regulator) and (b) has Tier 1 capital (as defined in
such regulations) of not less than $100,000,000; and (v) shares of any money
market mutual fund that (a) has substantially all of its assets invested
continuously in the types of investments referred to in clauses (i) and (ii)
above, (b) has net assets of not less than $500,000,000, and (c) has the highest
rating obtainable from either S&P or Moody's.

                  "CASH INTEREST EXPENSE" means with respect to any Person for
any period, Consolidated Interest Expense for such period excluding (i) interest
expense not payable in cash (including amortization of original issue discount
and deferred financing costs) during such period and (ii) any non-cash interest
component of Capital Leases during such period, all as determined on a
consolidated basis for such Person and its Subsidiaries.

                  "CHANGE OF CONTROL" means the occurrence of any of the
following: (a) 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, 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 Stock of the Borrower (or other Stock convertible
into such Securities) representing over 49% of the Voting Stock of the Borrower
or (b) any such Person or Group succeeds in having sufficient of its nominees
elected to the Board of Directors of the Borrower 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 the Borrower.

                  "CODE" means the Internal Revenue Code of 1986 (or any
successor legislation thereto), as amended from time to time.

                  "COLLATERAL" means all property and interests in property and
proceeds thereof now owned or hereafter acquired by any Loan Party in or upon
which a Lien is granted under any of the Collateral Documents.

                  "COLLATERAL AGENT" means GSCP, in its capacity as collateral
agent for the Secured Parties.

                  "COLLATERAL DOCUMENTS" means the Pledge and Security
Agreements, the Mortgage Documents and any other document executed and delivered
by a Loan Party granting a Lien on any of its property to secure payment of the
Secured Obligations.

                  "COMMITMENT" means, with respect to any Lender, such Lender's
Tranche A Commitment, if any, Tranche B-1 Commitment, if any, Tranche B-2
Commitment, if any, and


                                        5
<PAGE>


Tranche C Commitment, if any, and "COMMITMENTS" means the aggregate Tranche A
Commitments, Tranche B Commitments and Tranche C Commitments, if any, of all
Lenders.

                  "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).

                  "COMPLIANCE CERTIFICATE" has the meaning specified in SECTION
6.1(d).

                  "CONCENTRATION ACCOUNT" means the account of the Borrower
maintained with Deutsche Bank AG, New York (Account No. 00228523) or other
financial institution into which all funds in all deposit accounts of the Loan
Parties are transferred at the end of each Business Day and which is subject to
a Blocked Account Letter.

                  "CONSOLIDATED CORPORATE OVERHEAD" means, with respect to any
Person for any period, that portion of overhead expense, including salaries,
legal, audit, accounting and insurance expense, of such Person and its
Subsidiaries that is not directly allocable to the operation of the broadcast
systems and other operating assets of such Person and its Subsidiaries during
such period.

                  "CONSOLIDATED CURRENT ASSETS" means, with respect to any
Person, as at any date of determination, the total consolidated current assets
of such Person and its Subsidiaries at such date.

                  "CONSOLIDATED CURRENT LIABILITIES" means, with respect to any
Person, as at any date of determination, the total consolidated liabilities of
such Person and its Subsidiaries that may properly be classified as current
liabilities on a consolidated balance sheet of such Person and its Subsidiaries,
excluding all Obligations (other than Cash Interest Expense payable hereunder
and the Agent's Servicing Fee), trade or barter accounts payable and other
non-cash liabilities.

                  "CONSOLIDATED INTEREST EXPENSE" means, with respect to any
Person for any period, total interest expense (including that portion
attributable to Capital Leases and capitalized interest) of such Person and its
Subsidiaries during such period on a consolidated basis with respect to all
outstanding Indebtedness of such Person 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 Hedging Contracts, but excluding, however, any amounts payable to
the Administrative Agent and Lenders on or before the Effective Date.

                  "CONSOLIDATED NET INCOME" means, with respect to any Person
for any period, the net income (or loss) of such Person and its Subsidiaries for
such period on a consolidated basis; PROVIDED, HOWEVER, that (a) the net income
of any other Person in which such Person or one of its Subsidiaries has a joint
interest with a third party (which interest does not cause the net income of
such other Person to be consolidated into the net income of such Person in
accordance with


                                        6
<PAGE>


GAAP) shall be included only to the extent of the amount of dividends or
distributions paid to such Person or Subsidiary thereof, (b) the net income of
any Subsidiary of such Person that is subject to any restriction or limitation
on the payment of dividends or the making of other distributions shall be
excluded to the extent of such restriction or limitation, (c)(i) the net income
(or loss) of any Person acquired in a pooling of interest transaction for any
period prior to the date of such acquisition and (ii) any net gain or non-cash
loss resulting from an Asset Sale by such Person or any of its Subsidiaries
other than in the ordinary course of business shall be excluded and
(d)(i)extraordinary gains and losses and (ii) any one-time increase or decrease
to net income which is required to be recorded because of the adoption of new
accounting policies, practices or standards required by GAAP shall be excluded.

                  "CONSTITUENT DOCUMENTS" means, with respect to any Person, (a)
the articles/certificate of incorporation (or the equivalent organizational
documents) of such Person, (b) the by-laws (or the equivalent governing
documents) of such Person and (c) any document setting forth the manner of
election and duties of the directors or managing members of such Person (if any)
and the designation, amount and/or relative rights, limitations and preferences
of any class or series of such Person's Stock.

                  "CONTAMINANT" means any material, substance or waste that is
classified, regulated or otherwise characterized under any Environmental Law as
hazardous, toxic, a contaminant or a pollutant or by other words of similar
meaning or regulatory effect, including any petroleum or petroleum-derived
substance or waste, asbestos and polychlorinated biphenyls.

                  "CONTRACTUAL OBLIGATION" of any Person means any obligation,
agreement, undertaking or similar provision of any Security issued by such
Person or of any agreement, undertaking, contract, lease, indenture, mortgage,
deed of trust or other instrument (excluding a Loan Document) to which such
Person is a party or by which it or any of its property is bound or to which any
of its properties is subject.

                  "CONTROL ACCOUNT" means a Securities Account maintained by any
Loan Party with an Approved Securities Intermediary which account is the subject
of an effective Control Account Letter, and includes all Financial Assets (as
defined in the UCC) held therein and all certificates and instruments, if any,
representing or evidencing the Financial Assets contained therein.

                  "CONTROL ACCOUNT LETTER" means a letter agreement,
substantially in the form of EXHIBIT I hereto (with such changes as may be
agreed to by the Collateral Agent), executed by a Loan Party and the Collateral
Agent and acknowledged and agreed to by the relevant Approved Securities
Intermediary.

                  "CUSTOMARY PERMITTED LIENS" means, with respect to any Person,
any of the following Liens:

                  (a) Liens with respect to the payment of taxes, assessments or
         governmental charges in all cases which are not yet due or which are
         being contested in good faith by appropriate proceedings and with
         respect to which adequate reserves or other appropriate provisions are
         being maintained to the extent required by GAAP;


                                        7
<PAGE>


                  (b) Liens of landlords arising by statute and liens of
         suppliers, mechanics, carriers, materialmen, warehousemen or workmen
         and other liens imposed by law created in the ordinary course of
         business for amounts not yet due or which are being contested in good
         faith by appropriate proceedings and with respect to which adequate
         reserves or other appropriate provisions are being maintained to the
         extent required by GAAP;

                  (c) deposits made in the ordinary course of business in
         connection with worker's compensation, unemployment insurance or other
         types of social security benefits or to secure the performance of bids,
         tenders, sales, contracts (other than for the repayment of borrowed
         money) and surety, appeal, customs or performance bonds;

                  (d) encumbrances arising by reason of zoning restrictions,
         easements, licenses, reservations, covenants, rights-of-way, utility
         easements, building restrictions and other similar encumbrances on the
         use of real property which do not materially detract from the value of
         such real property or interfere with the ordinary conduct of the
         business conducted and proposed to be conducted at such real property;

                  (e) encumbrances arising under leases or subleases of real
         property which do not in the aggregate materially detract from the
         value of such real property or interfere with the ordinary conduct of
         the business conducted and proposed to be conducted at such real
         property;

                  (f) financing statements of a lessor's rights in and to
         personal property leased to such Person in the ordinary course of such
         Person's business; and

                  (g) customary rights of set-off, revocation, refund or
         chargeback under deposit agreements or under the UCC (or the equivalent
         thereof in any foreign jurisdiction) of banks or other financial
         institutions where Borrower or any of its Subsidiaries maintains
         deposits (other than deposits intended as cash collateral) in the
         ordinary course of business.

                  "DEBT ISSUANCE" means the incurrence of Indebtedness of the
type specified in CLAUSE (a) and (b) of the definition of "INDEBTEDNESS" by the
Borrower or any of its Subsidiaries.

                  "DEFAULT" means any event that with the passing of time or the
giving of notice or both would become an Event of Default.

                  "DOLLARS" and the sign "$" each mean the lawful money of the
United States of America.

                  "DOMESTIC LENDING OFFICE" means, with respect to any Lender,
the office of such Lender specified as its "DOMESTIC LENDING OFFICE" opposite
its name on SCHEDULE II or on the Assignment and Acceptance by which it became a
Lender or such other office of such Lender as such Lender may from time to time
specify to the Borrower and the Administrative Agent.

                  "EBITDA" means, with respect to any Person 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; (iv)
total depreciation expense, (v) total amortization


                                        8
<PAGE>


expense (including, without duplication, Programming Amortization Expense) and
(vi) other non-cash items reducing Consolidated Net Income LESS actual
Programming Cash Payments, all of the foregoing as determined on a consolidated
basis for any Person and its Subsidiaries.

                  "EFFECTIVE DATE" means "EFFECTIVE DATE" as defined in SECTION
3.1.

                  "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 the Borrower and
The Bank of New York, as trustee.

                  "8-7/8% SUBORDINATED NOTES" means the 8-7/8% Senior
Subordinated Notes due May 15, 2008 issued by the Borrower.

                  "ELIGIBLE ASSIGNEE" means (a) a Lender or any Affiliate or
Approved Fund of such Lender; (b) a commercial bank having total assets in
excess of $5,000,000,000; (c) a finance company, insurance company, other
financial institution or fund reasonably acceptable to the Administrative Agent,
which is regularly engaged in making, purchasing or investing in loans and
having a net worth in excess of $250,000,000 or, to the extent net worth is less
than such amount, a finance company, insurance company, other financial
institution or fund, acceptable to the Administrative Agent in its sole
discretion; or (d) a savings and loan association or savings bank organized
under the laws of the United States or any State thereof that has a net worth,
determined in accordance with GAAP, in excess of $250,000,000.

                  "ENVIRONMENTAL LAWS" means all applicable Requirements of Law
now or hereafter in effect, as amended or supplemented from time to time,
relating to pollution or the regulation and protection of human health, safety,
the environment or natural resources, including the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C.
Section 9601 ET SEQ.); the Hazardous Material Transportation Act, as amended (49
U.S.C. Section 180 ET SEQ.); the Federal Insecticide, Fungicide, and Rodenticide
Act, as amended (7 U.S.C. Section 136 ET SEQ.); the Resource Conservation and
Recovery Act, as amended (42 U.S.C. Section 6901 ET SEQ.); the Toxic Substance
Control Act, as amended (42 U.S.C. Section 7401 ET SEQ.); the Clean Air Act, as
amended (42 U.S.C. Section 740 ET SEQ.); the Federal Water Pollution Control
Act, as amended (33 U.S.C. Section 1251 ET SEQ.); the Occupational Safety and
Health Act, as amended (29 U.S.C. Section 651 ET SEQ.); the Safe Drinking Water
Act, as amended (42 U.S.C. Section 300f ET SEQ.); and their state and local
counterparts or equivalents and any transfer of ownership notification or
approval statute, including the Industrial Site Recovery Act (N.J. Stat. Ann.
Section 13:1K-6 ET SEQ.).

                  "ENVIRONMENTAL LIABILITIES AND COSTS" means, with respect to
any Person, all liabilities, obligations, responsibilities, Remedial Actions,
losses, damages, punitive damages, consequential damages, treble damages, costs
and expenses (including all fees, disbursements and expenses of counsel, experts
and consultants and costs of investigation and feasibility studies), fines,
penalties, sanctions and interest incurred as a result of any claim or demand by
any other Person, whether based in contract, tort, implied or express warranty,
strict liability,


                                        9
<PAGE>


criminal or civil statute, including any thereof arising under any Environmental
Law, Permit, order or agreement with any Governmental Authority or other Person,
which relate to any environmental, health or safety condition or a Release or
threatened Release, and result from the past, present or future operations of,
or ownership of property by, such Person or any of its Subsidiaries.

                  "ENVIRONMENTAL LIEN" means any Lien in favor of any Person or
Governmental Authority for Environmental Liabilities and Costs.

                  "EQUITY ISSUANCE" means the issue or sale of any Stock of the
Borrower or any of its Subsidiaries by the Borrower or any of its Subsidiaries
to any Person other than the Borrower or any of such Subsidiaries and other than
directors qualifying shares, pro rata issuances to minority shareholders and
sales of stock pursuant to the exercise of stock options or warrants pursuant to
Company director and employee plans or employee purchase plans.

                  "ERISA" means the Employee Retirement Income Security Act of
1974 (or any successor legislation thereto), as amended from time to time.

                  "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) under common control or treated as a single employer with the
Borrower or any of its Subsidiaries within the meaning of Section 414 (b), (c),
(m) or (o) of the Code.

                  "ERISA EVENT" means (a) a reportable event described in
Section 4043(b) or 4043(c)(1), (2), (3), (5), (6), (8) or (9) of ERISA with
respect to a Title IV Plan or a Multiemployer Plan; (b) the withdrawal of the
Borrower, any of its Subsidiaries or any ERISA Affiliate from a Title IV Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer, as defined in Section 4001(a)(2) of ERISA; (c) the
complete or partial withdrawal of the Borrower, any of its Subsidiaries or any
ERISA Affiliate from any Multiemployer Plan; (d) notice of reorganization or
insolvency of a Multiemployer Plan; (e) the filing of a notice of intent to
terminate a Title IV Plan or the treatment of a plan amendment as a termination
under Section 4041 of ERISA; (f) the institution of proceedings to terminate a
Title IV Plan or Multiemployer Plan by the PBGC; (g) the failure to make any
required contribution to a Title IV Plan or Multiemployer Plan; (h) the
imposition of a lien under Section 412 of the Code or Section 302 of ERISA on
the Borrower or any of its Subsidiaries or any ERISA Affiliate; or (i) any other
event or condition which might reasonably be expected to constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Title IV Plan or Multiemployer Plan or the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but
not delinquent under Section 4007 of ERISA.

                  "EUROCURRENCY LIABILITIES" has the meaning assigned to that
term in Regulation D of the Federal Reserve Board, as in effect from time to
time.

                  "EURODOLLAR BASE RATE" means, with respect to any Interest
Period for any Eurodollar Rate Loan, (a) the rate per annum (rounded to the
nearest 1/100 of 1%) equal to the rate determined by GSCP to be the offered rate
which appears on the page of the Telerate Screen which displays an average
British Bankers Association Interest Settlement Rate (such page


                                       10
<PAGE>


currently being page number 3740 or 3750, as applicable) for deposits (for
delivery on the first day of such period) with a term equivalent to such period
in Dollars, determined as of approximately 11:00 a.m. (London, England time) two
Business Days prior to the first day of each Interest Period, or (b) in the
event the rate referenced in the preceding clause (a) does not appear on such
page or service or if such page or service shall cease to be available, the rate
per annum (rounded to the nearest 1/100 of 1%) equal to the rate determined by
GSCP to be the offered rate on such other page or other service which displays
an average British Bankers Association Interest Settlement Rate for deposits
(for delivery on the first day of such period) with a term equivalent to such
period in Dollars, determined as of approximately 11:00 a.m. (London, England
time) two Business Days prior to the first day of such Interest Period, or (c)
in the event the rates referenced in the preceding clauses (a) and (b) are not
available, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the
offered quotation rate to first class banks in the London interbank market as
determined by GSCP for deposits (for delivery on the first day of the relevant
period) in Dollars of amounts in same day funds comparable to the principal
amount of the applicable Loan of GSCP, in its capacity as a Lender, for which
the Eurodollar Rate is then being determined with maturities comparable to such
period as of approximately 11:00 a.m. (London, England time) two Business Days
prior to the first day of each Interest Period.

                  "EURODOLLAR LENDING OFFICE" means, with respect to any Lender,
the office of such Lender specified as its "EURODOLLAR LENDING OFFICE" opposite
its name on SCHEDULE II or on the Assignment and Acceptance by which it became a
Lender (or, if no such office is specified, its Domestic Lending Office) or such
other office of such Lender as such Lender may from time to time specify to the
Borrower and the Administrative Agent.

                  "EURODOLLAR RATE" means, with respect to any Interest Period
for any Eurodollar Rate Loan, an interest rate per annum equal to the rate per
annum obtained by dividing (a) the Eurodollar Base Rate by (b) a percentage
equal to 100% MINUS the reserve percentage applicable two Business Days before
the first day of such Interest Period under regulations issued from time to time
by the Federal Reserve Board for determining the maximum reserve requirement
(including any emergency, supplemental or other marginal reserve requirement)
for a member bank of the Federal Reserve System in New York City with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities which includes deposits by
reference to which the Eurodollar Rate is determined) having a term equal to
such Interest Period.

                  "EURODOLLAR RATE LOAN" means any Loan that, for an Interest
Period, bears interest based on the Eurodollar Rate.

                  "EVENT OF DEFAULT" has the meaning specified in SECTION 9.1.

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

                  "EXISTING ADMINISTRATIVE AGENT" has the meaning specified in
the recitals to this Agreement.


                                       11
<PAGE>


                  "EXISTING AGENTS" has the meaning specified in the recitals to
this Agreement.

                  "EXISTING CREDIT AGREEMENT" has the meaning specified in the
recitals to this Agreement.

                  "EXISTING LENDER" has the meaning specified in the recitals to
this Agreement.

                  "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 NOTE INDENTURES" means the 10-3/8%
Subordinated Note Indenture, the 9-3/8% Subordinated Note Indenture and the
8-7/8% Subordinated Note Indenture.

                  "EXISTING SUBORDINATED NOTES" means, collectively, the 10-3/8%
Subordinated Notes, the 9-3/8% Subordinated Notes and the 8-7/8% Subordinated
Notes.

                  "EXPOSURE" means, with respect to any Lender as of any date of
determination, the sum of the Tranche A Exposure, the Tranche B Exposure and the
Tranche C Exposure of such Lender.

                  "FACILITIES" means, collectively, (a) the Tranche A Loan
Facility, (b) the Tranche B-1 Loan Facility, (c) the Tranche B-2 Loan Facility,
if any, and (d) the Tranche C Supplemental Term Loan Facility, if any.

                  "FAIR MARKET VALUE" means (a) with respect to any asset or
group of assets (other than a marketable Security) at any date, the value of the
consideration obtainable in a sale of such asset at such date assuming a sale by
a willing seller to a willing purchaser dealing at arm's length and arranged in
an orderly manner over a reasonable period of time having regard to the nature
and characteristics of such asset, as reasonably determined by the Board of
Directors of the applicable Borrower, or, if such asset shall have been the
subject of a relatively contemporaneous appraisal by an independent third party
appraiser, the basic assumptions underlying which have not materially changed
since its date, the value set forth in such appraisal, and (b) with respect to
any marketable Security at any date, the closing sale price of such Security one
Business Day prior to such date, as appearing in any published list of any
national securities exchange or the Nasdaq Stock Market or, if there is no such
closing sale price of such Security, the final price for the purchase of such
Security at face value quoted on such business day by a financial institution of
recognized standing which regularly deals in securities of such type selected by
the Administrative Agent.

                  "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 LICENSES" has the meaning specified in SECTION 4.22.


                                       12
<PAGE>


                  "FEDERAL FUNDS RATE" means for any day, the rate per annum
(expressed, as a decimal, rounded upwards, if necessary, to the next higher
1/100 of 1%) equal to the weighted average of the rates on overnight Federal
funds transactions with members of the Federal Reserve System arranged by
Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; PROVIDED, HOWEVER, (i) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (ii) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to the Administrative Agent, in its
capacity as a Lender, on such day on such transactions as determined by
Administrative Agent.

                  "FEDERAL RESERVE BOARD" means the Board of Governors of the
Federal Reserve System, or any successor thereto.

                  "FEE LETTER" means the letter dated as of April 30, 2002
addressed to the Borrower from GSCP and accepted by the Borrower on April 30,
2002, with respect to certain fees to be paid from time to time.

                  "FINANCIAL STATEMENTS" means the financial statements of the
Borrower and its Subsidiaries delivered in accordance with SECTIONS 4.4 and 6.1.

                  "FISCAL QUARTER" means each of the three month periods ending
on March 31, June 30, September 30 and December 31.

                  "FISCAL YEAR" means the twelve month period ending on December
31.

                  "FUND" means any Person (other than a natural Person) that is
or will be engaged in making, purchasing, holding or otherwise investing in
commercial loans and similar extensions of credit in the ordinary course of its
business.

                  "FUNDING DATE" means the date of funding of any Loan.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect from time to time set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and the statements and pronouncements
of the Financial Accounting Standards Board, or in such other statements by such
other entity as may be in general use by significant segments of the accounting
profession, which are applicable to the circumstances as of the date of
determination.

                  "GOVERNMENTAL AUTHORITY" means any nation or government, any
state or other political subdivision thereof and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government.

                  "GROSS REVENUES" means, with respect to any Person for any
period, all revenues of such Person and its Subsidiaries on a consolidated basis
for such period.

                  "GSCP" has the meaning specified in the preamble to this
Agreement.


                                       13
<PAGE>


                  "GUARANTY" means the amended and restated guaranty, in
substantially the form of EXHIBIT F, executed by each Subsidiary of the
Borrower.

                  "GUARANTY OBLIGATION" means, as applied to any Person, any
direct or indirect liability, contingent or otherwise, of such Person with
respect to any Indebtedness of another Person, if the purpose or intent of such
Person in incurring the Guaranty Obligation is to provide assurance to the
obligee of such Indebtedness that such Indebtedness will be paid or discharged,
or that any agreement relating thereto will be complied with, or that any holder
of such Indebtedness will be protected (in whole or in part) against loss in
respect thereof including, (a) the direct or indirect guaranty, endorsement
(other than for collection or deposit in the ordinary course of business),
co-making, discounting with recourse or sale with recourse by such Person of
Indebtedness of another Person and (b) any liability of such Person for
Indebtedness of another Person through any agreement (contingent or otherwise)
(i) to purchase, repurchase or otherwise acquire such Indebtedness or any
security therefor, or to provide funds for the payment or discharge of such
Indebtedness (whether in the form of a loan, advance, stock purchase, capital
contribution or otherwise), (ii) to maintain the solvency or any balance sheet
item, level of income or financial condition of another Person, (iii) to make
take-or-pay or similar payments, if required, regardless of non-performance by
any other party or parties to an agreement, (iv) to purchase, sell or lease (as
lessor or lessee) property, or to purchase or sell services, primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such Indebtedness against loss, or (v) to supply funds to or in
any other manner invest in such other Person (including to pay for property or
services irrespective of whether such property is received or such services are
rendered), if in the case of any agreement described under subclause (i), (ii),
(iii), (iv) or (v) of clause (b) of this definition the primary purpose or
intent thereof is to provide the assurance described above. The amount of any
Guaranty Obligation shall be equal to the amount of the Indebtedness so
guaranteed or otherwise supported.

                  "HEDGING CONTRACTS" means all Interest Rate Contracts, foreign
exchange contracts, currency swap or option agreements, forward contracts,
commodity swap, purchase or option agreements, other commodity price hedging
arrangements, and all other similar agreements or arrangements designed to alter
the risks of any Person arising from fluctuations in interest rates, currency
values or commodity prices.

                  "INACTIVE SUBSIDIARY" means Granite Response Television Inc.

                  "INDEBTEDNESS" of any Person means without duplication (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such
Person evidenced by notes, bonds, debentures or similar instruments or which
bear interest, (c) all reimbursement and other obligations with respect to
letters of credit, bankers' acceptances, surety bonds and performance bonds,
whether or not matured, (d) all indebtedness for the deferred purchase price of
property or services, other than the payments to WB pursuant to the applicable
Network Affiliation Agreement (but not any payments pursuant to any other
Network Affiliation Agreement or any Cable Carriage Agreement), and other than
trade payables incurred in the ordinary course of business which have not been
unpaid for more than 120 days from the due date therefor, (e) all indebtedness
of such Person created or arising under any conditional sale or other title
retention agreement with respect to property acquired by such Person (even
though the rights and remedies of the seller or lender under such agreement in
the event of default are limited to repossession or


                                       14
<PAGE>


sale of such property), (f) all Capital Lease Obligations of such Person, (g)
all Guaranty Obligations of such Person, (h) all obligations of such Person to
purchase, redeem, retire, defease or otherwise acquire for value prior to
January 1, 2005 any Stock or Stock Equivalents of such Person, valued, in the
case of redeemable preferred stock, at the greater of its voluntary or
involuntary liquidation preference plus accrued and unpaid dividends, (i) all
payments that such Person would have to make in the event of an early
termination on the date Indebtedness of such Person is being determined in
respect of Hedging Contracts of such Person and (j) all Indebtedness of the type
referred to above secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien upon or
in property (including accounts and general intangibles) owned by such Person,
even though such Person has not assumed or become liable for the payment of such
Indebtedness.

                  "INDEMNIFIED PARTY" has the meaning specified in SECTION 11.5.

                  "INTEREST PERIOD" means, in the case of any Eurodollar Rate
Loan, (a) initially, the period commencing on the date such Eurodollar Rate Loan
is made and ending one, two, three or six months thereafter, as selected by the
Borrower in its Notice of Borrowing or Notice of Interest Period Election given
to the Administrative Agent pursuant to SECTION 2.2 or 2.12, and (b) thereafter,
a period commencing on the last day of the immediately preceding Interest Period
therefor and ending one, two, three or six months thereafter, as selected by
such Borrower in its Notice of Interest Period Election given to the
Administrative Agent pursuant to SECTION 2.12 or ending one month thereafter if
no Notice of Interest Period Election has been given to the Administrative Agent
pursuant to SECTION 2.12; PROVIDED, HOWEVER, that all of the foregoing
provisions relating to Interest Periods in respect of Eurodollar Rate Loans are
subject to the following:

                      (i)      if any Interest Period would otherwise end on a
         day which is not a Business Day, such Interest Period shall be
         extended to the immediately following Business Day, unless the result
         of such extension would be to extend such Interest Period into another
         calendar month, in which event such Interest Period shall end on the
         immediately preceding Business Day;

                      (ii)     any Interest Period that begins on the last
         Business Day of a calendar month (or on a day for which there is no
         numerically corresponding day in the calendar month at the end of such
         Interest Period) shall end on the last Business Day of a calendar
         month;

                      (iii)    the Borrower may not select any Interest Period
         that ends after the Maturity Date;

                      (iv)     the Borrower may not select any Interest Period
         in respect of Loans having an aggregate principal amount of less than
         $5,000,000; and

                      (v)      there shall be outstanding at any one time no
         more than ten (10) Interest Periods in the aggregate.

                  "INTEREST RATE CONTRACTS" means all interest rate swap
agreements, interest rate cap agreements, interest rate collar agreements and
interest rate insurance.


                                       15
<PAGE>


                  "INTERNATIONAL FALLS ACQUISITION" means the acquisition by the
Borrower or one of its Subsidiaries, of all of the outstanding shares of Channel
11 License, Inc. (the "TARGET") not currently held by the Borrower or a
Subsidiary thereof, pursuant to the terms of the Settlement and Merger
Agreement, dated as of August 19, 1999 by and between KBJR License, Inc., and
Fant Broadcasting Company of Minnesota, Inc., as in effect on the date hereof;
PROVIDED, HOWEVER, that;

                  (a) the Administrative Agent shall receive at least 10 days'
         prior written notice of such proposed acquisition;

                  (b) the sum of all amounts payable in connection with the
         International Falls Acquisition (including all transaction costs and
         all Indebtedness, liabilities and Guaranty Obligations incurred or
         assumed in connection therewith or otherwise reflected in a
         consolidated balance sheet of the Borrower and Target) shall not exceed
         $225,000;

                  (c) at or prior to the closing of the International Falls
         Acquisition, the Borrower (or the Subsidiary making such acquisition)
         and the Target shall have executed such documents and taken such
         actions as may be required under SECTION 7.14;

                  (d) on or prior to the date of such acquisition, the
         Administrative Agent shall have received, in form and substance
         satisfactory to the Administrative Agent, copies of all closing
         documents and instruments, and all opinions, certificates, lien search
         results and other documents reasonably requested by the Administrative
         Agent;

                  (e) all 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; and

                  (f) at the time of such acquisition and after giving effect
         thereto, no Default or Event of Default shall have occurred and be
         continuing and all representations and warranties contained in ARTICLE
         IV and in the other Loan Documents shall be true and correct in all
         material respects.

                  "INVESTMENT" means, with respect to any Person, (a) any
purchase or other acquisition by that Person of (i) any Security issued by, (ii)
a beneficial interest in any Security issued by, or (iii) any other equity
ownership interest in, any other Person, (b) any purchase by that Person of all
or a significant part of the assets of a business conducted by another Person,
(c) any loan, advance (other than endorsements for collection or deposits with
financial institutions available for withdrawal on demand, prepaid expenses,
accounts receivable and similar items made or incurred in the ordinary course of
business as presently conducted), or capital contribution by that Person to any
other Person, including all Indebtedness of any other Person to that Person
arising from a sale of property by that Person other than in the ordinary course
of its business, and (d) any Guaranty Obligation incurred by that Person in
respect of Indebtedness of any other Person. The amount of any Investment shall
be the original cost of such Investment PLUS the cost of all additions thereto,
without any adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such Investment LESS any reductions by
way of cash repayments of principal or cash returns of capital (at the time of
such repayment or return).


                                       16
<PAGE>


                  "IRS" means the Internal Revenue Service of the United States
or any successor thereto.

                  "KBWB" means KBWB, Inc., a Delaware corporation, and a
wholly-owned Subsidiary of the Borrower, each Subsidiary thereof and each
License Co. (including KBWB License, Inc.) which holds a FCC License (including
the FCC License for station KBWB) relating to any assets owned by KBWB, Inc. or
any of its Subsidiaries.

                  "KNTV" has the meaning specified in SECTION 3.1(i).

                  "KNTV ACQUISITION AGREEMENT" has the meaning specified in
SECTION 3.1(i).

                  "LANDLORD CONSENT LETTER" means an executed consent, given by
the applicable landlord, to the mortgaging of the leasehold interest in the
applicable demised premises pursuant to the Mortgage Documents and otherwise
containing such terms as required in this Agreement.

                  "LEASES" means, with respect to any Person, all of those
leasehold estates in real property of such Person, as lessee, as such may be
amended, supplemented or otherwise modified from time to time.

                  "LENDER" means each financial institution or other entity that
(a) is listed on the signature pages hereof as a "LENDER", (b) is listed on the
signature pages of the Tranche B-2 Supplement, if any, as a "Lender", (c) is
listed on the signature pages of the Tranche C Supplement, if any, as a "LENDER"
or (d) from time to time becomes a party hereto by execution of an Assignment
and Acceptance.

                   "LICENSE CO." means any wholly-owned direct or indirect
Subsidiary of the Borrower established solely for the purpose of holding the FCC
Licenses now or hereafter acquired or owned by the Borrower or any of its
Subsidiaries, including, without limitation, any of KBWB License, Inc., WPTA-TV
License, Inc., KBJR License, Inc., WTVH License, Inc., KSEE License, Inc.,
WKBW-TV License, Inc., WXON License, Inc., WEEK-TV License, Inc., Channel 11
License, Inc. and "LICENSE COS." means all such Subsidiaries collectively.

                  "LIEN" means any mortgage, deed of trust, pledge,
hypothecation, assignment, charge, deposit arrangement, encumbrance, lien
(statutory or other), security interest or preference, priority or other
security agreement or preferential arrangement of any kind or nature whatsoever
intended to assure payment of any Indebtedness or other obligation, including
any conditional sale or other title retention agreement, in the case of
Securities, any purchase option, call or similar right of a third party with
respect to such Securities, the interest of a lessor under a Capital Lease, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the Uniform
Commercial Code or comparable law of any jurisdiction naming the owner of the
asset to which such Lien relates as debtor.

                  "LMA" means any time brokerage, local marketing or similar
arrangement pursuant to which the Borrower or any of its Subsidiaries agrees to
provide television or radio management services, television or radio
programming, or assets related to the provision of


                                       17
<PAGE>


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.

                  "LOAN" means any Tranche A Loan, Tranche B-1 Loan, Tranche B-2
Loan or Tranche C Supplemental Term Loan made by any Lender pursuant to this
Agreement.

                  "LOAN DOCUMENTS" means, collectively, this Agreement, the
Notes (if any), the Guaranty, the Fee Letter, the Collateral Documents and each
certificate, agreement or document executed by a Loan Party and delivered to any
Agent or any Lender in connection with or pursuant to any of the foregoing.

                  "LOAN PARTY" means each of the Borrower, each Subsidiary
Guarantor and each other Subsidiary of the Borrower that executes and delivers a
Loan Document.

                  "MARGIN" means, during any Interest Period, (a) with respect
to Tranche A Loans, a rate that is equal to the greater of (i) 4.50% per annum
or (ii) 6.50% per annum LESS the Eurodollar Rate (for such Interest Period), (b)
with respect to Tranche B-1 Loans, a rate that is equal to the greater of (i)
9.00% per annum or (ii) 11.00% per annum less the Eurodollar Rate (for such
Interest Period), (c) with respect to Tranche B-2 Loans, the rates set forth in
any Tranche B-2 Supplement and (d) with respect to Tranche C Supplemental Term
Loans, the rates set forth in any Tranche C Supplement.

                  "MASTER ASSIGNMENT AGREEMENT" has the meaning specified in the
Recitals to this Agreement.

                  "MATERIAL ADVERSE CHANGE" means a material adverse change in
any of (a) the condition (financial or otherwise), business, assets,
liabilities, performance, prospects, operations or properties of the Borrower,
the Tranche A Loan Parties, taken as a whole, the Tranche B Loan Parties, taken
as a whole, or the Borrower and its Subsidiaries, taken as a whole, (b) the
ability of the Borrower to repay the Obligations or of the Subsidiary
Guarantors, taken as a whole, to perform their obligations under the Loan
Documents, or (c) the rights and remedies of any of the Agents or the Lenders
under the Loan Documents.

                  "MATERIAL ADVERSE EFFECT" means an effect that results in or
causes, or has a reasonable likelihood of resulting in or causing, a Material
Adverse Change.

                  "MATERIAL CONTRACT" means all Leases with respect to tower and
antenna sites, all Network Affiliation Agreements, all joint sales agreements
and the Settlement and Merger Agreement, dated as of August 19, 1999 by and
between KBJR License, Inc., and Fant Broadcasting Company of Minnesota, Inc.

                  "MATURITY DATE" means April 15, 2004.

                  "MAXIMUM REMAINING BORROWING LIMIT" means $10,000,000,
calculated as set forth in a certificate delivered by the chief financial
officer of the Borrower to GSCP on or before the Effective Date.


                                       18
<PAGE>


                  "MORTGAGE DOCUMENTS" means the mortgages, deeds of trust,
other real estate security documents and each amendment thereto or assignment
thereof including, without limitation, those certain amendments dated the date
hereof, made or required herein to be made by any Loan Party.

                  "MULTIEMPLOYER PLAN" means a multiemployer plan, as defined in
Section 4001(a)(3) of ERISA, to which the Borrower, any of its Subsidiaries or
any ERISA Affiliate has any obligation or liability, contingent or otherwise.

                  "NET CASH PROCEEDS" means proceeds received by any Loan Party
after the Effective Date in cash or Cash Equivalents from any (a) Asset Sale,
other than an Asset Sale permitted under CLAUSES (a) through (d) of SECTION 8.4,
net of (i) the reasonable cash costs of sale, assignment or other disposition,
(ii) taxes paid or payable as a result thereof, (iii) any amount required to be
paid or prepaid on Indebtedness (other than the Obligations) secured by the
assets subject to such Asset Sale and (iv) amounts required to be provided by
Borrower or any Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with such Asset Sale including, without
limitation, pension and other post-employment benefit liabilities, liabilities
related to environmental matters and liabilities under any indemnification
obligations associated with any such Asset Sale permitted hereunder; PROVIDED,
HOWEVER, that the amount of such reserve MINUS the amounts paid by the Borrower
and its Subsidiaries to satisfy the liabilities reserved against thereunder (to
the extent a positive amount) shall constitute Net Proceeds hereunder at the
time such reserve is no longer required in accordance with GAAP; PROVIDED
FURTHER, HOWEVER, that the evidence of each of (i), (ii), (iii) and (iv) are
provided to the Administrative Agent in form and substance reasonably
satisfactory to it; (b) Property Loss Event or (c) (i) Equity Issuance (other
than (x) any such issuance of common Stock of the Borrower occurring in the
ordinary course of business to any director, member of the management or
employee of the Borrower or its Subsidiaries or (y) any such issuance of common
Stock of the Borrower the proceeds of which are used within ninety days to
prepay Existing Subordinated Notes or to make Investments permitted pursuant to
SECTION 8.3 other than SECTION 8.3(f)), or (ii) Debt Issuance (other than any
Debt Issuance permitted under SECTION 8.1), in each case net of brokers' and
advisors' fees and other costs incurred in connection with such transaction;
PROVIDED, HOWEVER, that in the case of this clause (c) evidence of such costs is
provided to the Administrative Agent in form and substance satisfactory to it.

                  "NET REVENUES" means, with respect to any Person for any
period, consolidated Gross Revenues LESS any agency's sales commission or
discount, national sales representatives' fees and any other direct charges to
Gross Revenues.

                  "NETWORK AFFILIATION AGREEMENTS" means, collectively, the
affiliation agreements between the Borrower or any Subsidiary of the Borrower
and any of the Networks, as the case may be, listed in SCHEDULE 4.25 as any such
agreement may be amended, supplemented or otherwise modified as permitted by the
terms of this Agreement and including any replacement agreement.

                  "NETWORKS" means one or more of NBC, American Broadcasting
Company, CBS, Inc., WB Television Network, Fox Broadcasting Company, or United
Paramount Network or an Affiliate thereof, as the context requires.


                                       19
<PAGE>


                  "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 the Borrower and The Bank of New York, as
trustee.

                  "9-3/8% SUBORDINATED NOTES" means the 9-3/8% Series A Senior
Subordinated Notes due December 1, 2005 issued by the Borrower and the 9-3/8%
Senior Subordinated Notes due December 1, 2005 issued by the Borrower.

                  "NON-MATERIAL LEASEHOLDS" means leaseholds which relate to (i)
the Borrower's head office in New York City and (ii) office space and other
sites which are not material to the operations of any television station owned
or operated by the Borrower or any of its Subsidiaries.

                  "NON-U.S. LENDER" means each Lender or Administrative Agent
that is not a United States person as defined in Section 7701(a)(30) of the
Code.

                  "NOTE" means a promissory note of the Borrower payable to the
order of any Lender in a principal amount equal to the amount of such Lender's
Tranche A Loan, Tranche B-1 Loan, Tranche B-2 Loan or Tranche C Supplemental
Term Loan, as the case may be, evidencing the Indebtedness of such Borrower to
such Lender resulting from such Loan owing to such Lender.

                  "NOTICE OF BORROWING" has the meaning specified in SECTION
2.2(a).

                  "NOTICE OF INTEREST PERIOD ELECTION" has the meaning specified
in SECTION 2.12(a).

                  "OBLIGATIONS" means the Loans and all other amounts,
obligations, covenants and duties owing by the Borrower to the Administrative
Agent, the Collateral Agent, the Arranger, any Lender, any Affiliate of any of
them or any Indemnitee, of every type and description (whether by reason of an
extension of credit, opening or amendment of a letter of credit or payment of
any draft drawn thereunder, loan, guaranty, indemnification, foreign exchange or
currency swap transaction, interest rate hedging transaction or otherwise),
present or future, arising under this Agreement, any other Loan Document, any
Hedging Contract, any agreement for cash management services entered into in
connection with this Agreement or any other Loan Document, whether direct or
indirect (including those acquired by assignment), absolute or contingent, due
or to become due, now existing or hereafter arising and however acquired and
whether or not evidenced by any note, guaranty or other instrument or for the
payment of money, and includes all letter of credit, cash management and other
fees, interest (including interest which, but for the filing of a petition in
bankruptcy with respect to the Borrower, would have accrued on any Obligation,
whether or not a claim is allowed against the Borrower for such interest in the
related bankruptcy proceeding), charges, expenses, fees, attorneys' fees and
disbursements and other sums chargeable to the Borrower under this Agreement,
any other Loan Document, any Hedging Contract or any agreement for cash
management services entered into in connection with this Agreement or any other
Loan Document.

                  "OPERATING EXPENSES" has the meaning given to "TOTAL EXPENSES"
in the Projections.


                                       20
<PAGE>


                  "OTHER EXPENSES" means, with respect to any Person for any
period, all cash expenses other than income tax expense, interest expense,
operating expense and Consolidated Corporate Overhead, in each case, for such
period.

                  "OTHER TAXES" has the meaning specified in SECTION 2.15(b).

                  "OWNERSHIP REPORTS" means, with respect to any broadcast radio
or television station owned by the Borrower 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.

                  "PERMIT" means any permit, approval, authorization, license,
variance or permission required from a Governmental Authority under an
applicable Requirement of Law.

                  "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 entity that is controlled by any Person
described in clauses (i), (ii) or (iii).

                  "PERSON" means an individual, partnership, corporation
(including a business trust), joint stock company, estate, trust, limited
liability company, unincorporated association, joint venture or other entity, or
a Governmental Authority.

                  "PLEDGE AND SECURITY AGREEMENTS" means, collectively, the
Tranche A Pledge and Security Agreement and the Tranche B Pledge and Security
Agreement.

                  "PLEDGED NOTES" means all right, title and interest of any
Loan Party in the Instruments (as defined in the Pledge and Security Agreements)
evidencing all Indebtedness owed to such Loan Party, including all Indebtedness
described on SCHEDULE 2 to the applicable Pledge and Security Agreement, issued
by the obligors named therein, and all interest, cash, Instruments and other
property or Proceeds (as defined in the Pledge and Security Agreements) from
time to time received, receivable or otherwise distributed in respect of or in
exchange for any or all of such Indebtedness.

                  "PLEDGED STOCK" means the shares of capital stock owned by
each Loan Party, including all shares of capital stock listed on SCHEDULE 2 to
the applicable Pledge and Security Agreement.

                  "PREPAYMENT PREMIUM" means (a) with respect to prepayments
(optional or mandatory) of the Tranche A Loans made on or prior to October 31,
2003 (excluding any prepayments made on the Effective Date), an amount equal to
1.00% of the principal amount of the Tranche A Loans prepaid, (b) with respect
to prepayments (optional or mandatory) of the Tranche B-1 Loans (excluding any
prepayments made on the Effective Date and subject to the Tranche B Collateral
Letter Agreement (as defined below)), a percentage of the principal amount


                                       21
<PAGE>


of Tranche B-1 Loans being prepaid, such percentage equal to the percentage set
forth below for the period during which such prepayment is made:

<TABLE>
<CAPTION>

                 ------------------------------------------ ------------------------
                             PERIOD FROM                      PREMIUM PERCENTAGE
                            EFFECTIVE DATE                            (%)
                 ------------------------------------------ ------------------------
<S>                                                         <C>
                 Effective Date through October 31, 2002             6.00%
                 ------------------------------------------ ------------------------
                 November 1, 2002 through April 30, 2003             5.00
                 ------------------------------------------ ------------------------
                 May 1, 2003 through July 31, 2003                   4.00
                 ------------------------------------------ ------------------------
                 August 1, 2003 through October 31, 2003             1.00
                 ------------------------------------------ ------------------------
                 November 1, 2003 and thereafter                        0
                 ------------------------------------------ ------------------------
</TABLE>

(c) with respect to prepayments (optional or mandatory) of the Tranche B-2
Loans, the amount (if any) set forth in the Tranche B-2 Supplement and (d) with
respect to prepayments (optional or mandatory) of the Tranche C Supplemental
Term Loans, the amount (if any) set forth in the Tranche C Supplement.

                  Notwithstanding anything in the foregoing to the contrary, the
Prepayment Premium with respect to the Tranche B Loans may be reduced to 1.00%
during the five-month period following the Effective Date in accordance with the
terms of that certain letter agreement, dated the hereof, by and among the
Borrower and GSCP, as Administrative Agent, Collateral Agent and the Tranche B
Lenders (the "TRANCHE B COLLATERAL LETTER AGREEMENT").

                  "PRIME RATE" means the rate of interest per annum that
JPMorgan Chase 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.
GSCP or any other Lender may make commercial loans or other loans at rates of
interest at, above or below the Prime Rate.

                  "PROCEEDS" has the meaning given to it in the UCC.

                  "PRO FORMA BALANCE SHEET" has the meaning specified in SECTION
4.4(d).

                  "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.


                                       22
<PAGE>


                  "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.

                  "PROGRAMMING AMORTIZATION EXPENSE" means, as at any date of
determination, total amortization expense of any Person and its Subsidiaries for
the period which is directly attributable to Programs, Program Rights or Program
Contracts, determined on a consolidated basis.

                  "PROGRAMMING CASH PAYMENTS" means, as at any date of
determination, the aggregate cash payments actually made by any Person and its
Subsidiaries for the 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 any Person whether or not
reflected on the consolidated balance sheet of such Person prepared in
conformity with GAAP.

                  "PROJECTIONS" means those financial projections dated (i)
April 1, 2002 covering the fiscal years ending in 2001 through 2004, inclusive,
(ii) April 1, 2002 covering each fiscal quarter in the fiscal years ending in
2001 through 2004, inclusive, and (iii) the funding analysis dated April 24,
2002, in each case as delivered by the Borrower to the Administrative Agent.

                  "PROPERTY LOSS EVENT" means any loss of or damage to property
of any Loan Party that results in the receipt by such Person of proceeds of
insurance (other than proceeds of business interruption insurance) in excess of
$1,000,000 or any taking of property of any Loan Party that results in the
receipt by such Person of a compensation payment in respect thereof in excess of
$1,000,000.

                  "RATABLE PORTION" or "RATABLY" means, with respect to any
Lender, on any date of determination, (a) with respect to the Tranche A Loan
Facility, the percentage obtained by dividing (i) such Lender's Tranche A
Exposure by (ii) the aggregate Tranche A Exposure of all Lenders, (b) with
respect to the Tranche B Loan Facility, the percentage obtained by dividing (i)
the Tranche B Exposure of such Lender by (ii) the aggregate Tranche B Exposure
of all Lenders, (c) with respect to the Tranche C Supplemental Term Loan
Facility, the percentage obtained by dividing (i) the Tranche C Exposure of such
Lender by (ii) the aggregate Tranche C Exposure of all Lenders and (c) with
respect to the Facilities, the percentage obtained by dividing (i) Lender's
Exposure by (ii) the aggregate Exposure of all Lenders.

                  "REGISTER" has the meaning specified in SECTION 11.2(c).

                  "REINVESTMENT DEFERRED AMOUNT" means, with respect to any
Reinvestment Event, the aggregate Net Cash Proceeds received by the Borrower or
any of its Subsidiaries in


                                       23
<PAGE>


connection therewith which are not initially applied to prepay the Loans
pursuant to SECTION 7.6 as a result of the delivery of a Reinvestment Notice.

                  "REINVESTMENT EVENT" means any Property Loss Event in respect
of which the Borrower has delivered a Reinvestment Notice.

                  "REINVESTMENT NOTICE" means a written notice executed by a
Responsible Officer of the Borrower stating that no Default or Event of Default
has occurred and is continuing and that the Borrower or the applicable
Subsidiary (directly or indirectly through one of its Subsidiaries) intends and
expects to use all or a specified portion of the Net Cash Proceeds of a Property
Loss Event to acquire replacement assets useful in the Borrower's or the
applicable Subsidiary's businesses or effect repairs.

                  "REINVESTMENT PREPAYMENT AMOUNT" means, with respect to any
Reinvestment Event, the Reinvestment Deferred Amount relating thereto less any
amount expended or required to be expended pursuant to a Contractual Obligation
entered into prior to the relevant Reinvestment Prepayment Date to acquire
replacement assets useful in the Borrower's or the applicable Subsidiary's
businesses or to effect repairs.

                  "REINVESTMENT PREPAYMENT DATE" means, with respect to any
Reinvestment Event, the earlier of (i) the date occurring 180 days after such
Reinvestment Event and (ii) the date five Business Days after the date on which
the Borrower shall have notified the Administrative Agent of a Borrower's
determination not to acquire replacement assets useful in such Borrower's or a
Subsidiary's business or effect repairs (or failure to diligently pursue such
repairs) with all or any portion of the relevant Reinvestment Deferred Amount.

                  "RELATED OBLIGATIONS" has the meaning specified in SECTION
10.8.

                  "RELEASE" means, with respect to any Person, any release,
spill, emission, leaking, pumping, injection, deposit, disposal, discharge,
dispersal, leaching or migration, in each case, of any Contaminant into the
indoor or outdoor environment or into or out of any property owned by such
Person, including the movement of Contaminants through or in the air, soil,
surface water, ground water or property.

                  "REMEDIAL ACTION" means all actions required to (a) clean up,
remove, treat or in any other way address any Contaminant in the indoor or
outdoor environment, (b) prevent the Release or threat of Release or minimize
the further Release so that a Contaminant does not migrate or endanger or
threaten to endanger public health or welfare or the indoor or outdoor
environment or (c) perform pre-remedial studies and investigations and
post-remedial monitoring and care.

                  "REQUIREMENT OF LAW" means, with respect to any Person, the
common law and all federal, state, local and foreign laws, rules and
regulations, orders, judgments, decrees and other legal requirements or
determinations of any Governmental Authority or arbitrator, applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.


                                       24
<PAGE>


                  "REQUISITE LENDERS" means, Lenders having at least fifty-one
percent (51%) of the Exposure.

                  "REQUISITE TRANCHE A LENDERS" means Tranche A Lenders having
at least fifty-one percent (51%) of the Tranche A Exposure.

                  "REQUISITE TRANCHE B LENDERS" means Tranche B Lenders having
at least fifty-one percent (51%) of the Tranche B Exposure.

                  "REQUISITE TRANCHE C LENDERS" means Tranche C Lenders having
at least fifty-one percent (51%) of the Tranche C Exposure, if any.

                  "RESPONSIBLE OFFICER" means, with respect to any Person, any
of the principal executive officers of such Person, but in any event, with
respect to financial matters, the chief financial officer, treasurer or
controller of such Person.

                  "RESTRICTED PAYMENT" means (a) any dividend or other
distribution, direct or indirect, on account of any Stock or Stock Equivalents
of the Borrower or any of its Subsidiaries now or hereafter outstanding, except
a dividend payable solely in Stock or Stock Equivalents or a dividend or
distribution payable solely to the Borrower and/or one or more Subsidiary
Guarantors, (b) any redemption, retirement, sinking fund or similar payment,
purchase or other acquisition for value, direct or indirect, of any Stock or
Stock Equivalents of the Borrower or any of its Subsidiaries now or hereafter
outstanding other than one payable solely to the Borrower and/or one or more
Subsidiary Guarantors, (c) any prepayment of any amounts due under any Network
Affiliation Agreement by the Borrower or any of its Subsidiaries or (d) any
payment or prepayment of principal, premium (if any), interest, fees (including
fees to obtain any waiver or consent in connection with any Security) or other
charges on, or redemption, purchase, retirement, defeasance, sinking fund or
similar payment with respect to, any Indebtedness of the Borrower or any of its
Subsidiaries or any other Loan Party.

                  "SECURED OBLIGATIONS" means, in the case of the Borrower, the
Obligations, and, in the case of any other Loan Party, the obligations of such
Loan Party under the Guaranty and the other Loan Documents to which it is a
party.

                  "SECURED PARTIES" means the Lenders, the Arranger, the
Administrative Agent, the Collateral Agent and any other holder of any of the
Obligations.

                  "SECURITIES ACCOUNT" has the meaning given to it in the UCC.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended (or any successor legislation thereto), as amended from time to time.

                  "SECURITIES INTERMEDIARY" has the meaning given to it in the
UCC.

                  "SECURITY" means any Stock, Stock Equivalent, voting trust
certificate, bond, debenture, note or other evidence of Indebtedness, whether
secured, unsecured, convertible or subordinated, or any certificate of interest,
share or participation in, or any temporary or interim


                                       25
<PAGE>


certificate for the purchase or acquisition of, or any right to subscribe to,
purchase or acquire, any of the foregoing, but shall not include any evidence of
the Obligations.

                  "SOLVENT" means, with respect to any Person, that the value of
the assets of such Person (both at fair value and present fair saleable value)
is, on the date of determination, greater than the total amount of liabilities
(including contingent and unliquidated liabilities) of such Person as of such
date and that, as of such date, such Person is able to pay all liabilities of
such Person as such liabilities become absolute and mature taking into account
the timing and the amounts of cash to be received by such Person or its
Subsidiaries from any source and the timing of and amounts of cash to be payable
in respect of or in connection with the debt and liabilities of such Person and
its Subsidiaries and does not have unreasonably small capital taking into
account the particular capital requirements of such Person and its projected
capital requirements and availability. In computing the amount of contingent or
unliquidated liabilities at any time, such liabilities will be computed at the
amount which, in light of all the facts and circumstances existing at such time,
represents the amount that can reasonably be expected to become an actual or
matured liability.

                  "STOCK" means shares of capital stock (whether denominated as
common stock or preferred stock), beneficial, partnership or membership
interests, participations or other equivalents (regardless of how designated) of
or in a corporation, partnership, limited liability company or equivalent
entity, whether voting or non-voting.

                  "STOCK EQUIVALENTS" means all securities convertible into or
exchangeable for Stock and all warrants, options or other rights to purchase or
subscribe for any Stock, whether or not presently convertible, exchangeable or
exercisable unless not convertible, exchangeable or exercisable prior to the
Maturity Date.

                  "SUBSIDIARY" means, with respect to any Person, any
corporation, partnership, limited liability company or other business entity of
which an aggregate of more than 50% outstanding Voting Stock is, at the time,
directly or indirectly, owned or controlled by such Person and/or one or more
Subsidiaries of such Person.

                  "SUBSIDIARY GUARANTOR" means each Subsidiary of the Borrower
party to the Guaranty.

                  "TAX AFFILIATE" means, with respect to any Person, (a) any
Subsidiary of such Person, and (b) any Affiliate of such Person with which such
Person files or is eligible to file consolidated, combined or unitary tax
returns.

                  "TAX RETURN" has the meaning specified in SECTION 4.8.

                  "TAXES" has the meaning specified in SECTION 2.15(a).

                  "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.

                                       26
<PAGE>

                  "10-3/8% SUBORDINATED NOTE INDENTURE" means the Senior
Subordinated Note Indenture dated as of May 19, 1995 between the Borrower and
United States Trust Company of New York, as trustee.

                  "10-3/8% SUBORDINATED NOTES" means the 10-3/8% Series A Senior
Subordinated Notes due May 15, 2005 issued by the Borrower.

                  "TITLE IV PLAN" means a pension plan, other than a
Multiemployer Plan, which is covered by Title IV of ERISA to which the Borrower
or any of its Subsidiaries or any ERISA Affiliate has any obligation or
liability (contingent or otherwise).

                  "TRANCHE A BORROWING" means Tranche A Loans made pursuant to
SECTION 2.1(a) by the Tranche A Lenders ratably according to their respective
Tranche A Commitments.

                  "TRANCHE A CASH COLLATERAL ACCOUNT" means the cash collateral
account referenced in Section 2.5 of the Tranche A Pledge and Security
Agreement.

                  "TRANCHE A COLLATERAL" means all of the Collateral upon which
a Lien is granted to the Collateral Agent pursuant to the Tranche A Pledge and
Security Agreement or otherwise by the Tranche A Loan Parties.

                  "TRANCHE A COLLATERAL DOCUMENTS" means all Collateral
Documents with respect to the Tranche A Collateral.

                  "TRANCHE A COMMITMENT" means, with respect to each Tranche A
Lender, the commitment of such Lender to make Tranche A Loans to the Borrower in
the aggregate principal amount outstanding not to exceed the amount set forth
opposite such Lender's name on SCHEDULE I under the caption "TRANCHE A
COMMITMENT" or, as the case may be, in the Assignment and Acceptance pursuant to
which such Lender became a party hereto and as such amount may be reduced
pursuant to this Agreement. The aggregate amount of the Tranche A Commitments as
of the Effective Date is $60,000,000.

                  "TRANCHE A EXPOSURE" means, with respect to any Tranche A
Lender as of any date of determination (i) prior to the Effective Date, that
Lender's Tranche A Commitment and (ii) after the Effective Date, the sum of (a)
the principal amount of such Lender's Tranche A Loans then outstanding plus (b)
that Lender's undrawn Tranche A Commitments that have not terminated.

                  "TRANCHE A LENDER" means each Lender having a Tranche A
Commitment or a Tranche A Loan.

                  "TRANCHE A LOAN" has the meaning specified in SECTION 2.1(a).

                  "TRANCHE A LOAN DOCUMENTS" means, collectively, the Notes (if
any) issued to Tranche A Lenders, the Tranche A Collateral Documents and each
certificate, agreement or document executed by a Loan Party and delivered to any
Agent or any Lender in connection with or pursuant to any of the foregoing.


                                       27
<PAGE>


                  "TRANCHE A LOAN FACILITY" means the Tranche A Commitments and
the provisions herein related to the Tranche A Loans.

                  "TRANCHE A LOAN PARTIES" means each of the Subsidiaries of the
Borrower other than the WB Affiliates.

                  "TRANCHE A PLEDGE AND SECURITY AGREEMENT" means the Amended
and Restated Tranche A Pledge and Security Agreement, in substantially the form
of EXHIBIT G-1, executed by the Borrower and the Tranche A Loan Parties in favor
of the Collateral Agent for the benefit of the Secured Parties.

                  "TRANCHE B CASH COLLATERAL ACCOUNT" means the cash collateral
account referred to in Section 2.5 of the Tranche B Pledge and Security
Agreement.

                  "TRANCHE B COLLATERAL" means all Collateral upon which a Lien
is granted to the Collateral Agent pursuant to the Tranche B Pledge and Security
Agreement or otherwise by the Tranche B Loan Parties.

                  "TRANCHE B COLLATERAL DOCUMENTS" means all Collateral
Documents relating to the Tranche B Collateral.

                  "TRANCHE B COMMITMENT" means, with respect to any Tranche B
Lender, such Lender's Tranche B-1 Commitment, if any, and Tranche B-2
Commitment, if any.

                  "TRANCHE B EXPOSURE" means, with respect to any Tranche B
Lender as of any date of determination (i) prior to the Effective Date, that
Lender's Tranche B Commitment and (ii) after the Effective Date, the sum of (a)
the principal amount of such Lender's Tranche B Loans then outstanding plus (b)
that Lender's undrawn Tranche B Commitments that have not terminated.

                  "TRANCHE B INTEREST RESERVE ACCOUNT" has the meaning specified
in SECTION 2.11(a).

                  "TRANCHE B LENDER" means each Tranche B-1 Lender and each
Tranche B-2 Lender.

                  "TRANCHE B LOAN" means a Tranche B-1 Loan or a Tranche B-2
Loan.

                  "TRANCHE B LOAN DOCUMENTS" means, collectively, the Notes (if
any) issued to Tranche B Lenders, the Tranche B Collateral Documents and each
certificate, agreement or document executed by a Loan Party and delivered to any
Agent or any Lender in connection with or pursuant to any of the foregoing.

                  "TRANCHE B LOAN FACILITY" means the Tranche B-1 Facility and
the Tranche B-2 Facility.

                  "TRANCHE B LOAN PARTIES" means the WB Affiliates.


                                       28
<PAGE>


                  "TRANCHE B PLEDGE AND SECURITY AGREEMENT" means the Amended
and Restated Tranche B Pledge and Security Agreement, in substantially the form
of EXHIBIT G-2, executed by the Borrower and the Tranche B Loan Parties in favor
of the Collateral Agent for the benefit of the Secured Parties.

                  "TRANCHE B PURCHASING LENDER" has the meaning specified in
SECTION 11.3.

                  "TRANCHE B-1 BORROWING" means Tranche B-1 Loans made in
accordance with SECTION 2.1(b) by the Tranche B-1 Lenders ratably according to
their respective Tranche B-1 Commitments.

                  "TRANCHE B-1 COMMITMENT" means, with respect to each Tranche
B-1 Lender, the commitment of such Lender to make Tranche B-1 Loans to the
Borrower in the aggregate principal amount outstanding not to exceed the amount
set forth opposite such Lender's name on SCHEDULE I under the caption "TRANCHE
B-1 COMMITMENT" or, as the case may be, in the Assignment and Acceptance
pursuant to which such Lender became a party hereto and as such amount may be
reduced pursuant to this Agreement. The aggregate amount of the Tranche B-1
Commitments as of the Effective Date is $80,000,000.

                  "TRANCHE B-1 COMMITMENT TERMINATION DATE" means the date 120
days after the Effective Date (the "INITIAL TRANCHE B-1 COMMITMENT TERMINATION
DATE"); provided that such date may be extended to any date no more than 240
days after the Effective Date in the sole discretion of the Administrative
Agent.

                  "TRANCHE B-1 FACILITY" means the Tranche B-1 Commitments and
the provisions herein relating to the Tranche B-1 Loans.

                  "TRANCHE B-1 LENDER" means each Lender having a Tranche B-1
Commitment or a Tranche B-1 Loan.

                  "TRANCHE B-1 LOAN" has the meaning specified in SECTION
2.1(b).

                  "TRANCHE B-2 BORROWING" means Tranche B-2 Loans, if any, made
in accordance with SECTION 2.1(c) by the Tranche B-2 Lenders ratably in
accordance with their Tranche B-2 Commitments.

                  "TRANCHE B-2 COMMITMENT" means, with respect to each Tranche
B-2 Lender, the commitment of such Lender to make Tranche B-2 Loans to the
Borrower in the aggregate principal amount outstanding not to exceed the amount
set forth opposite such Lender's name on SCHEDULE I to the Tranche B-2
Supplement under the caption "TRANCHE B-2 COMMITMENT" or, as the case may be, in
the Assignment and Acceptance pursuant to which such Lender became a party
hereto and as such amount may be reduced pursuant to this Agreement. The
aggregate amount of the Tranche B-2 Commitments shall not exceed an amount equal
to $80,000,000 minus the aggregate amount of Tranche B-1 Loans and Tranche B-2
Loans, if any, outstanding.

                  "TRANCHE B-2 COMMITMENT EFFECTIVE DATE" has the meaning set
forth in SECTION 2.1(c).


                                       29
<PAGE>


                  "TRANCHE B-2 COMMITMENT TERMINATION DATE" means the date set
forth as such in the Tranche B-2 Supplement.

                  "TRANCHE B-2 FACILITY" means the Tranche B-2 Commitments and
the provisions herein relating to the Tranche B-2 Loans.

                  "TRANCHE B-2 LENDER" means each Lender having a Tranche B-2
Commitment or a Tranche B-2 Loan.

                  "TRANCHE B-2 LOAN" has the meaning specified in SECTION
2.1(c).

                  "TRANCHE B-2 SUPPLEMENT" means a supplement to this Agreement
executed and delivered by the Borrower, the Agents and the Tranche B-2 Lenders
providing Tranche B-2 Commitments substantially in the form of EXHIBIT J annexed
hereto, which shall set forth (a) the aggregate amount of the Tranche B-2
Commitments and the amount of the Tranche B-2 Commitment of each Lender and (b)
the Prepayment Premium, interest rates and fees for the Tranche B-2 Commitments
and the Tranche B-2 Loans and (c) any other terms applicable to the Tranche B-2
Commitments and the Tranche B-2 Loans.

                  "TRANCHE C BORROWING" means Tranche C Supplemental Term Loans,
if any, made in accordance with SECTION 2.1(d) by the Tranche C Lenders ratably
according to their respective Tranche C Commitments.

                  "TRANCHE C BORROWING DATE" means the date specified in SECTION
2.1(d).

                  "TRANCHE C COMMITMENT" means, with respect to each Tranche C
Lender, the commitment of such Lender to make Tranche C Supplemental Term Loans
to the Borrower in the aggregate principal amount outstanding not to exceed the
amount set forth opposite such Lender's name on SCHEDULE I to the Tranche C
Supplement under the caption "TRANCHE C COMMITMENT" or, as the case may be, in
the Assignment and Acceptance pursuant to which such Lender became a party
hereto and as such amount may be reduced pursuant to this Agreement. The
aggregate amount of the Tranche C Commitments shall not exceed the Maximum
Remaining Borrowing Limit.

                  "TRANCHE C EXPOSURE" means, with respect to any Tranche C
Lender as of any date of determination after the Tranche C Borrowing Date, the
sum of (a) the principal amount of such Lender's Tranche C Loans then
outstanding plus (b) that Lender's undrawn Tranche C Commitments that have not
terminated.

                  "TRANCHE C INTEREST RESERVE ACCOUNT" has the meaning specified
in SECTION 2.11(a).

                  "TRANCHE C LENDER" means each Lender having a Tranche C
Commitment or a Tranche C Supplemental Term Loan.

                  "TRANCHE C SUPPLEMENT" means a supplement to this Agreement
executed and delivered by the Borrower, the Agents and the Tranche C Lenders
providing Tranche C Commitments substantially in the form of EXHIBIT K annexed
hereto, which shall set forth (a) the


                                       30
<PAGE>


aggregate amount of the Tranche C Commitments and the amount of the Tranche C
Commitment of each Lender and (b) the Prepayment Premium, interest rates and
fees and (c) any other terms applicable to the Tranche C Term Loans.

                  "TRANCHE C SUPPLEMENTAL TERM LOAN" has the meaning specified
in SECTION 2.1(d).

                  "TRANCHE C SUPPLEMENTAL TERM LOAN FACILITY" means the Tranche
C Commitments and the provisions herein related to the Tranche C Supplemental
Term Loans.

                  "UCC" means the Uniform Commercial Code as from time to time
in effect in the State of New York; PROVIDED, HOWEVER, that in the event that,
by reason of mandatory provisions of law, any or all of the attachment,
perfection or priority of the Collateral Agent's and the Secured Parties'
security interest in any Collateral is governed by the Uniform Commercial Code
as in effect in a jurisdiction other than the State of New York, the term "UCC"
shall mean the Uniform Commercial Code as in effect in such other jurisdiction
for purposes of the provisions hereof relating to such attachment, perfection or
priority and for purposes of definitions related to such provisions; PROVIDED,
FURTHER, that if the UCC is amended after the date hereof, such amendment will
not be given effect for the purposes of this Agreement if and to the extent the
result of such amendment would be to limit or eliminate any item of Collateral
(as defined in the Pledge and Security Agreements).

                  "VOTING STOCK" means Stock of any Person having ordinary power
to vote in the election of members of the board of directors, managers, trustees
or other controlling Persons, of such Person (irrespective of whether, at the
time, Stock of any other class or classes of such entity shall have or might
have voting power by reason of the happening of any contingency).

                  "WB" means the WB Television Network or an Affiliate thereof.

                  "WB AFFILIATES" means KBWB and WXON.

                  "WITHDRAWAL LIABILITY" means, with respect to the Borrower at
any time, the aggregate liability incurred (whether or not assessed) with
respect to all Multiemployer Plans pursuant to Section 4201 of ERISA or for
increases in contributions required to be made pursuant to Section 4243 of
ERISA.

                  "WORKING CAPITAL" means, on a consolidated basis for the
Borrower and its Subsidiaries, cash on hand (including Cash Equivalents and
marketable securities, but excluding any amounts held by third parties as
deposits), PLUS the sum of (i) accounts receivable less than 120 days old from
the date of the original invoice (excluding trade or barter accounts receivable)
and (ii) other cash receivables, MINUS Consolidated Current Liabilities.

                  "WXON" means WXON, Inc., a Delaware corporation, and a
wholly-owned Subsidiary of the Borrower, each Subsidiary thereof and each
License Co. (including WXON License, Inc.) which holds a FCC License (including
the FCC License for station WDWB) relating to any assets owned by WXON, Inc. or
any of its Subsidiaries.


                                        31
<PAGE>


                  SECTION 1.2 COMPUTATION OF TIME PERIODS. In this Agreement, in
the computation of periods of time from a specified date to a later specified
date, the word "FROM" means "FROM AND INCLUDING" and the words "TO" and "UNTIL"
each mean "TO BUT EXCLUDING" and the word "THROUGH" means "TO AND INCLUDING."

                  SECTION 1.3 ACCOUNTING TERMS AND PRINCIPLES.

                  (a) Except as set forth below, all accounting terms not
specifically defined herein shall be construed in conformity with GAAP and all
accounting determinations required to be made pursuant hereto shall, unless
expressly otherwise provided herein, be made in conformity with GAAP.

                  (b) If any change in the accounting principles used in the
preparation of the most recent Financial Statements referred to in SECTION 6.1
is hereafter required or permitted by the rules, regulations, pronouncements and
opinions of the Financial Accounting Standards Board or the American Institute
of Certified Public Accountants (or any successors thereto) and such change is
adopted by the Borrower with the agreement of its independent public accountants
and results in a change in any of the calculations required by ARTICLE V or
ARTICLE VIII had such accounting change not occurred, the parties hereto agree
to enter into negotiations in order to amend such provisions so as to equitably
reflect such change with the desired result that the criteria for evaluating
compliance with such covenants by the Borrower shall be the same after such
change as if such change had not been made; PROVIDED, HOWEVER, that no change in
GAAP that would affect a calculation that measures compliance with any covenant
contained in ARTICLE V or ARTICLE VIII shall be given effect until such
provisions are amended to reflect such changes in GAAP.

                  SECTION 1.4 CERTAIN TERMS.

                  (a) The words "HEREIN," "HEREOF" and "HEREUNDER" and similar
words refer to this Agreement as a whole, and not to any particular Article,
Section, subsection or clause in, this Agreement.

                  (b) References in this Agreement to an Exhibit, Schedule,
Article, Section, subsection or clause refer to the appropriate Exhibit or
Schedule to, or Article, Section, subsection or clause in this Agreement.

                  (c) Each agreement defined in this ARTICLE I shall include all
appendices, exhibits and schedules thereto. If the prior written consent of the
Requisite Lenders, the Requisite Tranche A Lenders, the Requisite Tranche B
Lenders or the Requisite Tranche C Lenders, as the case may be, is required
hereunder for an amendment, restatement, supplement or other modification to any
such agreement and such consent is obtained, references in this Agreement to
such agreement shall be to such agreement as so amended, restated, supplemented
or modified.

                  (d) References in this Agreement to any statute shall be to
such statute as amended or modified and in effect at the time any such reference
is operative.


                                       32
<PAGE>


                  (e) The term "INCLUDING" when used in any Loan Document means
"INCLUDING WITHOUT LIMITATION" except when used in the computation of time
periods.

                  (f) The terms "LENDER", "ARRANGER", "ADMINISTRATIVE AGENT" and
"COLLATERAL AGENT", include their respective successors, including, in the case
of the Administrative Agent, Collateral Agent, any successor to the
Administrative Agent and Collateral Agent, as the case may be, appointed
pursuant to SECTION 10.6.

                  (g) Upon the appointment of any successor Administrative Agent
pursuant to SECTION 10.6, references to Administrative Agent in SECTION 10.3 and
to Administrative Agent in the definition of Eurodollar Rate shall be deemed to
refer to the financial institution then acting as the Administrative Agent or
one of its Affiliates if it so designates.

                                   ARTICLE II
                                 THE FACILITIES

                  SECTION 2.1 THE COMMITMENTS.

                  (a) TRANCHE A LOANS. On the terms and subject to the
conditions contained in this Agreement, each Tranche A Lender severally agrees
to make loans (each a "TRANCHE A LOAN") to the Borrower from time to time during
the period from the Effective Date to but excluding the Maturity Date, in an
aggregate amount not to exceed such Lender's Tranche A Commitment. Any Tranche A
Loans assigned by the Existing Lenders to the Lenders pursuant to the Master
Assignment Agreement and which remain outstanding as of the Effective Date shall
constitute Tranche A Loans under this Agreement. As of the Effective Date, not
less than $35,000,000 in the aggregate of the Tranche A Loans shall be
outstanding. Amounts of Tranche A Loans prepaid or repaid (other than Tranche A
Loans repaid on the Effective Date) may not be reborrowed.

                  (b) TRANCHE B-1 LOANS. On the terms and subject to the
conditions contained in this Agreement, each Tranche B Lender severally agrees
to make loans (each a "TRANCHE B-1 LOAN") to the Borrower from time to time
during the period from the Effective Date to but excluding the Tranche B-1
Commitment Termination Date, in an aggregate amount not to exceed such Lender's
Tranche B-1 Commitment. Any Tranche B-1 Loans assigned by the Existing Lenders
to the Lenders pursuant to the Master Assignment Agreement and which remain
outstanding as of the Effective Date shall constitute Tranche B-1 Loans under
this Agreement. Amounts of Tranche B-1 Loans prepaid or repaid (other than
Tranche B-1 Loans repaid on the Effective Date) may not be reborrowed. The
Borrower may, upon not less than three Business Days' prior written notice to
Administrative Agent (which written notice Administrative Agent will promptly
transmit by telefacsimile or telephone to each Lender), at any time and from
time to time terminate in whole or permanently reduce in part, without premium
or penalty, the Tranche B-1 Commitments in an amount up to the amount by which
the Tranche B-1 Commitments exceed the aggregate amount of outstanding Tranche
B-1 Loans at the time of such proposed termination or reduction; PROVIDED that
any such partial reduction of the Tranche B-1 Commitments shall be in an
aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in
excess of that amount. The Borrower's notice to Administrative Agent shall
designate the date (which shall be a Business Day) of such termination or
reduction


                                       33
<PAGE>


and the amount of the reduction, and such termination or reduction of the
Tranche B-1 Commitments shall be effective on the date specified in the
Borrower's notice and shall reduce the Tranche B-1 Commitment of each Lender
proportionately to its Ratable Portion. Any such termination shall be permanent
and shall not be reinstated.

                  (c) TRANCHE B-2 LOANS. At any time on or after the Tranche B-1
Commitment Termination Date, GSCP, in its sole discretion, may elect to provide
all or a portion of the Tranche B-2 Commitments and may in its sole discretion
request other Lenders to provide all or a portion of the Tranche B-2
Commitments; provided that in no event shall GSCP or any other Lender be
obligated to provide a Tranche B-2 Commitment. In the event GSCP and/or one or
more other Lenders agrees to provide a Tranche B-2 Commitment, the Borrower and
GSCP and/or such other Lenders shall negotiate and enter into the Tranche B-2
Supplement. Upon the effectiveness of the Tranche B-2 Supplement, if any (the
"TRANCHE B-2 EFFECTIVE DATE"), and on the terms and subject to the conditions
contained in this Agreement, each Tranche B-2 Lender severally agrees to make
loans (each a "TRANCHE B-2 LOAN") to the Borrower from time to time during the
period from the Tranche B-2 Effective Date to but excluding the Tranche B-2
Commitment Termination Date, in an aggregate amount not to exceed such Lender's
Tranche B-2 Commitment. Amounts of Tranche B-2 Loans prepaid or repaid may not
be reborrowed. Except as expressly provided in this SUBSECTION 2.1(c) and the
Tranche B-2 Supplement, the Tranche B-2 Commitments and the Tranche B-2 Loans
shall be subject to all the terms and conditions of this Agreement.

                  (d) TRANCHE C SUPPLEMENTAL TERM LOANS. If at any time the Cash
Balance is equal to or less than $5,000,000, and neither the Tranche A Loan
Commitment nor the Tranche B Commitment are available to fund Tranche A Loans or
Tranche B Loans, respectively, the Borrower hereby agrees to deliver to the
Administrative Agent a written notice of a Responsible Officer to such effect
and requesting that Tranche C Commitments be provided to the Borrower hereunder,
together with a Notice of Borrowing to be effective in the event such Tranche C
Commitments are provided. Upon delivery of such notice, GSCP, in its sole
discretion, may elect to provide all or a portion of the Tranche C Commitments
and may in its sole discretion request other Lenders to provide all or a portion
of the Tranche C Commitments; provided that in no event shall GSCP or any other
Lender be obligated to provide a Tranche C Commitment. In the event GSCP and/or
one or more other Lenders agrees to provide a Tranche C Commitment, the Borrower
and GSCP and/or such other Lenders shall negotiate and enter into the Tranche C
Supplement. On the effective date of the Tranche C Supplement, if any (the
"TRANCHE C BORROWING DATE"), each Lender having a Tranche C Commitment severally
agrees, subject to the terms and conditions of this Agreement, to make a loan
(each a "TRANCHE C SUPPLEMENTAL TERM LOAN") to the Borrower in an aggregate
amount not to exceed such Lender's Tranche C Commitment. Amounts of Tranche C
Supplemental Term Loans prepaid or repaid may not be reborrowed. Except as
expressly provided in this SUBSECTION 2.1(d) and the Tranche C Supplement, the
Tranche C Commitments and Tranche C Loans shall be subject to all the terms and
conditions of this Agreement.

                  SECTION 2.2 BORROWING PROCEDURES.

                  (a) Each Borrowing shall be made upon receipt of a notice
given by the Borrower to the Administrative Agent not later than 11:00 A.M. (New
York City time) (i) one


                                       34
<PAGE>


Business Day (in the case of Loans based upon the Alternate Base Rate) or (ii)
three Business Days (in the case of Loans based upon the Eurodollar Rate) prior
to the applicable Funding Date. Each such notice shall be substantially in the
form of EXHIBIT C (a "NOTICE OF BORROWING") specifying, as applicable, (A) the
proposed Funding Date, (B) the aggregate amount of the Tranche A Borrowing
(which shall be in an aggregate minimum amount of $10,000,000 and integral
multiples of $1,000,000 in excess of that amount), (C) the aggregate amount of
the Tranche B-1 Borrowing or the Tranche B-2 Borrowing (which shall be in an
aggregate minimum amount of $10,000,000 and integral multiples of $1,000,000 in
excess of that amount), (D) the aggregate amount of the Tranche C Borrowing
(which shall be for the entire Tranche C Commitment), and (E) the initial
Interest Period for each of such Borrowings.

                  (b) The Administrative Agent shall give to each applicable
Lender prompt notice of the Administrative Agent's receipt of a Notice of
Borrowing and the applicable interest rate. Each applicable Lender shall, before
11:00 A.M. (New York City time) on the Funding Date make available to the
Administrative Agent's Account, in immediately available funds, such Lender's
Ratable Portion of each such proposed Borrowing. After the Administrative
Agent's receipt of such funds and upon fulfillment of the applicable conditions
set forth in SECTIONS 3.1 and 3.2, the Administrative Agent will make such funds
available to the Borrower.

                  (c) Unless the Administrative Agent shall have received notice
from a Lender prior to a Funding Date that such Lender will not make available
to the Administrative Agent such Lender's Ratable Portion of such Borrowing, the
Administrative Agent may assume that such Lender has made such Ratable Portion
available to the Administrative Agent on such Funding Date in accordance with
this SECTION 2.2 and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower on such date a corresponding amount.
If and to the extent that such Lender shall not have so made such Ratable
Portion available to the Administrative Agent, such Lender and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to the Loans comprising such Borrowing (not
including an indemnified amount provided for in SECTION 2.13(e)) and (ii) in the
case of such Lender, the Federal Funds Rate for the first Business Day and
thereafter at the interest rate applicable at the time to the Loans comprising
such Borrowing. If such Lender shall repay to the Administrative Agent such
corresponding amount, such amount so repaid shall constitute such Lender's Loan
as part of such Borrowing for purposes of this Agreement. If the Borrower shall
repay to the Administrative Agent such corresponding amount, such payment shall
not relieve such Lender of any obligation it may have hereunder to the Borrower.

                  (d) The failure of any Lender to make the Loan or any payment
required by it on the date specified, shall not relieve any other Lender of its
obligations to make such Loan or payment on such date but no such other Lender
shall be responsible for the failure of any Lender to make a Loan or payment
required under this Agreement.

                  SECTION 2.3 REPAYMENT OF LOANS. The Borrower promises to repay
the entire unpaid principal amount of the Loans, together with all other
Obligations then due and owing under the Loan Documents, on the Maturity Date.


                                       35
<PAGE>


                  SECTION 2.4 EVIDENCE OF DEBT.

                  (a) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing Indebtedness of the Borrower to such
Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

                  (b) The Administrative Agent shall maintain accounts in
accordance with its usual practice in which it will record (i) the amount of
each Loan made and, if a Eurodollar Rate Loan, the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable by the
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder from the Borrower and each Lender's share
thereof, if applicable.

                  (c) The entries made in the accounts maintained pursuant to
CLAUSES (a) and (b) of this SECTION 2.4 shall, to the extent permitted by
applicable law, be PRIMA FACIE evidence of the existence and amounts of the
obligations recorded therein; PROVIDED, HOWEVER, that the failure of any Lender
or the Administrative Agent to maintain such accounts or any error therein shall
not in any manner affect the obligations of the Borrower to repay the Loans in
accordance with the terms hereof.

                  (d) Notwithstanding any other provision of the Agreement, in
the event that any Lender requests (no later than two days prior to the
Effective Date, or any time thereafter) that the Borrower execute and deliver a
promissory note or notes payable to such Lender in order to evidence the
Indebtedness owing to such Lender by the Borrower hereunder, the Borrower will
promptly execute and deliver a Note or Notes to such Lender evidencing the
Loans, of such Lender, substantially in the form of EXHIBIT B.

                  SECTION 2.5 OPTIONAL PREPAYMENTS.

                  (a) The Borrower may, upon at least three Business Days' prior
notice to the Administrative Agent stating the proposed date and aggregate
principal amount of the prepayment, prepay the outstanding principal amount of
the Loans, in whole or in part, together with (i) accrued interest to the date
of such prepayment on the principal amount prepaid and (ii) any Prepayment
Premium; PROVIDED, HOWEVER, that if any prepayment of any Eurodollar Rate Loan
is made by the Borrower other than on the last day of an Interest Period for
such Loan, the Borrower shall also pay any amounts owing pursuant to SECTION
2.13(e); and, PROVIDED, FURTHER, that each partial prepayment shall be in an
aggregate amount not less than $5,000,000 or integral multiples of $1,000,000 in
excess thereof. Any such partial prepayment shall be applied as specified by the
Borrower in the applicable notice of prepayment; PROVIDED that in the event the
Borrower fails to specify the Loans to which any such prepayment shall be
applied, such prepayment shall be applied ratably to the outstanding Tranche A
Loans, Tranche B Loans and Tranche C Loans, if any. Upon the giving of such
notice of prepayment, the principal amount of the Loans specified to be prepaid
shall become due and payable on the date specified for such prepayment.


                                       36
<PAGE>


                  (b) The Borrower shall have no right to optionally prepay the
principal amount of any Loan other than as provided in this SECTION 2.5.

                  (c) All amounts prepaid in accordance with this SECTION 2.5
shall be applied, in the case of Tranche A Loans, in accordance with the
priority of payments set forth in SECTION 2.10(a), in the case of Tranche B
Loans, in accordance with the priority of payments set forth in SECTION 2.10(b),
and in the case of Tranche C Loans, in accordance with the priority of payments
set forth in SECTION 2.10(c).

                  SECTION 2.6 MANDATORY PREPAYMENTS.

                  (a) Upon receipt by any Loan Party, of Net Cash Proceeds
arising from:

                      (i)      an Asset Sale;

                      (ii)     an Equity Issuance;

                      (iii)    a Debt Issuance; or

                      (iv)     following and during the continuance of an Event
         of Default, a Property Loss Event,

the Borrower shall immediately apply 100% of such Net Cash Proceeds to prepay
the Loans (including any Prepayment Premium payable with respect to such
prepayment and any amounts owing pursuant to SECTION 2.13(e)). Any such
mandatory prepayment shall be applied in accordance with CLAUSE (b) below.

                  (b) Prepayments of the Loans made pursuant to CLAUSE (a) above
which are to be paid from Net Cash Proceeds generated by:

                      (i) an Asset Sale of Tranche A Collateral or, after an
         Event of Default, a Property Loss Event suffered by a Tranche A Loan
         Party shall be applied in accordance with the priority of payments set
         forth in SECTION 2.10(a);

                      (ii) an Asset Sale of Tranche B Collateral or, after an
         Event of Default, a Property Loss event suffered by a Tranche B Loan
         Party, shall be applied in accordance with the priority of payments set
         forth in SECTION 2.10(b); and

                      (iii) an Equity Issuance or a Debt Issuance shall be
         applied ratably to the outstanding Tranche A Loans, Tranche B Loans and
         Tranche C Loans, if any, in accordance with the priority of payments
         set forth in SECTIONS 2.10(a), (b) AND (c).

                  SECTION 2.7 INTEREST.

                  (a) INTEREST. All Loans and the outstanding amount of all
other Obligations shall bear interest, in the case of Loans, on the unpaid
principal amount thereof from the date such Loans are made until paid in full,
except as otherwise provided in SECTION 2.13(d), at a rate per annum equal to
the sum of (x) the Eurodollar Rate determined for the applicable Interest


                                       37
<PAGE>


Period PLUS (y) the Margin and, in the case of such other Obligations, from the
date such other Obligations are due and payable until paid in full, at the
Alternate Rate; PROVIDED, HOWEVER, if, for any reason, a Eurodollar Rate cannot
be provided by the Lenders pursuant to SECTION 2.13(b) or 2.13(d) all Loans and
the outstanding amounts of all other Obligations shall bear interest as provided
above, at the Alternate Rate.

                  (b) INTEREST PAYMENTS. Interest accrued on each Loan shall be
payable in arrears (A) on the last day of each Interest Period, if any,
applicable to such Loan and if such Interest Period has a duration of more than
one month, on the first day of each calendar month commencing on the first such
day following the first day of the Interest Period; (B) upon the payment or
prepayment thereof in full or in part, and (C) if not previously paid in full,
at maturity (whether by acceleration or otherwise) of such Loan. Interest
accrued on the amount of all other Obligations shall be payable on demand from
and after the time such Obligation becomes due and payable (whether by
acceleration or otherwise).

                  (c) DEFAULT INTEREST. Upon the occurrence and during the
continuance of an Event of Default, the principal amount of all Loans and, to
the extent permitted by applicable law, any interest payments on the Loans or
any other Obligations not paid when due, in each case whether at stated
maturity, by notice of prepayment, by acceleration or otherwise, shall
thereafter bear interest (including post-petition interest in any proceeding
under the Bankruptcy Code or other applicable bankruptcy laws whether or not
allowed in such proceeding) payable on demand at a rate that is 2.50% per annum
in excess of the interest rate otherwise payable or accruing hereunder with
respect to the applicable Loans (or, in the case of any other Obligations, at a
rate which is 2.50% per annum in excess of the Alternate Rate); PROVIDED,
HOWEVER, upon the expiration of the Interest Period in effect at the time any
such increase in interest rate is effective all Loans shall thereupon bear
interest at the Alternate Rate and shall thereafter bear interest payable upon
demand at a rate which is 2.50% per annum in excess of the Alternate Rate.
Payment or acceptance of the increased rates of interest provided for in this
SECTION 2.7 is not a permitted alternative to timely payment and shall not
constitute a waiver of any Default, Event of Default or otherwise prejudice or
limit any rights or remedies of any Agent or any Lender.

                  SECTION 2.8 FEES.

                  (a) The Borrower has agreed to pay such fees in the amount and
at the times set forth in the Fee Letter.

                  (b) The Borrower agrees to pay to the Tranche A Lenders in
accordance with their Ratable Portions on each annual anniversary of the
Effective Date for so long as any Tranche A Commitments remain outstanding, an
annual renewal fee in an amount equal to 0.50% on the undrawn amount of the
Tranche A Commitments as of such anniversary.

                  (c) The Borrower agrees to pay such fees in the amount and at
the times set forth in the Tranche B-2 Supplement, if any, and the Tranche C
Supplement, if any.

                  SECTION 2.9 PAYMENTS AND COMPUTATIONS.

                  (a) The Borrower shall make each payment hereunder (including
fees and expenses) not later than 11:00 A.M. (New York City time) on the day
when due, in Dollars, to


                                       38
<PAGE>


the Administrative Agent's Account via wire transfer, in immediately available
funds without set-off or counterclaim. The Administrative Agent will promptly
thereafter cause to be distributed immediately available funds relating to the
payment of principal or interest or fees to the Lenders, in accordance with the
application of payments set forth in CLAUSE (e) of this SECTION 2.9, SECTION
2.10 OR 2.11, as applicable, for the account of their respective Applicable
Lending Offices; PROVIDED, HOWEVER, that amounts payable pursuant to SECTION
2.13(c), 2.13(e), 2.14 or 2.15 shall be paid only to the affected Lender or
Lenders. Payments received by the Administrative Agent after 11:00 A.M. (New
York City time) shall be deemed to be received on the next Business Day.

                  (b) All computations of interest and of fees shall be made by
the Administrative Agent on the basis of a year of 360 days, for the actual
number of days (including the first day but excluding the last day) occurring in
the period for which such interest and fees are payable. Each determination by
the Administrative Agent of an interest rate hereunder shall be conclusive and
binding for all purposes, absent manifest error.

                  (c) Whenever any payment hereunder shall be stated to be due
on a day other than a Business Day, such payment shall be made on the next
succeeding Business Day, and such extension of time shall in such case be
included in the computation of payment of interest or fees, as the case may be;
PROVIDED, HOWEVER, that if such extension would cause payment of interest on or
principal of any Eurodollar Rate Loan to be made in the next calendar month,
such payment shall be made on the immediately preceding Business Day.

                   (d) Unless the Administrative Agent shall have received
notice from the Borrower to the Lenders prior to the date on which any payment
is due hereunder that the Borrower will not make such payment in full, the
Administrative Agent may assume that the Borrower have made such payment in full
to the Administrative Agent on such date and the Administrative Agent may, in
reliance upon such assumption, cause to be distributed to each Lender on such
due date an amount equal to the amount then due such Lender. If and to the
extent the Borrower shall not have made such payment in full to the
Administrative Agent, each Lender shall repay to the Administrative Agent
forthwith on demand such amount distributed to such Lender together with
interest thereon at the Federal Funds Rate, for the first Business Day, and,
thereafter, at the rate applicable to Alternate Rate Loans, for each day from
the date such amount is distributed to such Lender until the date such Lender
repays such amount to the Administrative Agent.

                  (e) Subject to the provisions of SECTION 2.10 AND 2.11, all
payments and any other amounts received by the Administrative Agent from or for
the benefit of the Borrower shall be applied to pay principal of and interest on
any portion of the Loans of the Borrower and all other Obligations then due and
payable. Payments in respect of Tranche A Loans received by the Administrative
Agent shall be distributed to each Tranche A Lender in accordance with such
Lender's Ratable Portion of the Tranche A Loans; payments in respect of the
Tranche B Loans received by the Administrative Agent shall be distributed to
each Tranche B Lender in accordance with such Lender's Ratable Portion of the
Tranche B Loans; payments in respect of the Tranche C Loans received by the
Administrative Agent shall be distributed to each Tranche C Lender in accordance
with such Lender's Ratable Portion of the Tranche C Supplemental Term Loans; and
all payments of fees and all other payments in respect of any other Obligation


                                       39
<PAGE>


shall be allocated among such of the Agents and Lenders as are entitled thereto,
and, if to the Lenders, in proportion to their respective Ratable Portions of
the Facilities.

                  SECTION 2.10 APPLICATION OF PAYMENTS. The Borrower shall have
no right to direct the application of any and all payments in respect of the
Obligations or any proceeds of the Collateral, and agrees as follows:

                  (a) TRANCHE A COLLATERAL. Subject to SECTION 2.11, the
Administrative Agent shall apply all amounts received by it in respect of any
Obligations in respect of the Tranche A Loans then due and payable or to be
prepaid pursuant to SECTION 2.5 OR 2.6, including, upon the acceleration of the
Obligations pursuant to SECTION 9.2, all proceeds of Tranche A Collateral,
including all funds on deposit in the Tranche A Cash Collateral Account, in the
following order:

                      (i)      FIRST, to pay Obligations in respect of any
         expense reimbursements or indemnities then due to the Administrative
         Agent and to the Collateral Agent;

                      (ii)     SECOND, to pay Obligations in respect of any
         expense reimbursements or indemnities then due to the Tranche A
         Lenders;

                      (iii)    THIRD, to pay Obligations in respect of any fees
         then due to the Administrative Agent or the Tranche A Lenders;

                      (iv)     FOURTH, to pay interest then due and payable in
         respect of the Tranche A Loans;

                      (v)      FIFTH, to pay any Prepayment Premium payable in
         respect of the Tranche A Loans;

                      (vi)     SIXTH, to pay or prepay principal on the
         Tranche A Loans;

                      (vii) SEVENTH, to the ratable payment of all other
         Obligations in respect of the Tranche A Loans or payable to Tranche A
         Lenders;

                      (viii)   EIGHTH, as provided by clauses FIRST through
         EIGHTH in SUBSECTION (b) below; and

                      (ix)     NINTH, as provided in clauses FIRST through
         SEVENTH in SUBSECTION (c) below;

PROVIDED, FURTHER HOWEVER, that if sufficient funds are not available to fund
all payments to be made in respect of any of the Obligations described in any
one of the foregoing clauses FIRST through SEVENTH, the available funds being
applied with respect to any such Obligation (unless otherwise specified in such
clause) shall be allocated to the payment of such Obligations ratably, based on
the proportion of the applicable Agent's and each applicable Tranche A Lender's
interest in the aggregate outstanding Obligations described in such clause. The
order of priority set forth in clauses FIRST through SEVENTH of SECTION 2.10(a)
and the application of payments pursuant to clause EIGHTH of SECTION 2.10(b) may
at any time and from time to time be changed by the agreement of the Requisite
Tranche A Lenders without necessity of notice to or consent of


                                       40
<PAGE>


or approval by the Borrower, any Secured Party that is not a Tranche A Lender,
or any other Person. The order of priority set forth in clauses FIRST through
THIRD of this SECTION 2.10(a) may be changed only with the prior written consent
of the Administrative Agent and the Collateral Agent in addition to the
Requisite Tranche A Lenders.

                  (b) TRANCHE B COLLATERAL. The Administrative Agent shall apply
all amounts received by it in respect of any Obligations in respect of the
Tranche B Loans then due and payable or to be prepaid pursuant to SECTION 2.5 or
2.6, including, upon the acceleration of the Obligations pursuant to SECTION
9.2, all proceeds of Tranche B Collateral, including all funds on deposit in the
Tranche B Cash Collateral Account and the Tranche B Interest Reserve Account, in
the following order:

                      (i) FIRST, to pay Obligations in respect of any expense
           reimbursements or indemnities then due to the Administrative Agent
           and to the Collateral Agent;

                      (ii) SECOND, to pay Obligations in respect of any expense
           reimbursements or indemnities then due to the Tranche B Lenders;

                      (iii) THIRD, to pay Obligations in respect of any fees
           then due to the Administrative Agent or the Tranche B Lenders;

                      (iv) FOURTH, to pay interest then due and payable pursuant
           to SECTION 2.7(a) in respect of the Tranche B Loans;

                      (v) FIFTH, to pay any Prepayment Premium payable in
           respect of the Tranche B Loans;

                      (vi) SIXTH, to pay or prepay principal on the Tranche B
           Loans ;

                      (vii) SEVENTH, to the ratable payment of all other
           Obligations in respect of the Tranche B Loans or payable to Tranche B
           Lenders; and

                      (viii) EIGHTH, as provided by clauses FIRST through
           SEVENTH in CLAUSE (a) above; and

                      (ix) NINTH, as provided in clauses FIRST through SEVENTH
           in SUBSECTION (c) below;

PROVIDED, FURTHER HOWEVER, that if sufficient funds are not available to fund
all payments to be made in respect of any of the Obligations described in any
one of the foregoing clauses FIRST through EIGHTH, the available funds being
applied with respect to any such Obligation (unless otherwise specified in such
clause) shall be allocated to the payment of such Obligations ratably, based on
the proportion of the applicable Agent's and each applicable Tranche B Lender's
interest in the aggregate outstanding Obligations described in such clause. The
order of priority set forth in clauses FIRST through EIGHTH of SECTION 2.10(b)
and the application of payments pursuant to clause EIGHTH of SECTION 2.10(a) may
at any time and from time to time be changed by the agreement of the Requisite
Tranche B Lenders without necessity of notice to or consent of or approval by
the Borrower, any Secured Party that is not a Tranche B Lender, or any other

                                       41

<Page>

Person. The order of priority set forth in clauses FIRST through THIRD of this
SECTION 2.10(b) may be changed only with the prior written consent of the
Administrative Agent and the Collateral Agent in addition to the Requisite
Tranche B Lenders.

                  (c) TRANCHE C COLLATERAL. Subject to SECTION 2.11, the
Administrative Agent shall apply all amounts received by it in respect of any
Obligations in respect of the Tranche C Loans then due and payable or to be
prepaid pursuant to SECTION 2.5 or 2.6, including, upon the acceleration of the
Obligations pursuant to SECTION 9.2, all proceeds of the remaining Collateral,
including all funds on deposit in any Blocked Account, the Tranche B Interest
Reserve Account or the Tranche C Interest Reserve Account, in the following
order:

                      (i) FIRST, to pay Obligations in respect of any expense
           reimbursements or indemnities then due to the Administrative Agent
           and to the Collateral Agent;

                      (ii) SECOND, to pay Obligations in respect of any expense
           reimbursements or indemnities then due to the Tranche C Lenders;

                      (iii) THIRD, to pay Obligations in respect of any fees
           then due to the Administrative Agent or the Tranche C Lenders;

                      (iv) FOURTH, to pay interest then due and payable pursuant
           to SECTION 2.7(a) in respect of the Tranche C Supplemental Term
           Loans;

                      (v) FIFTH, to pay any Prepayment Premium payable in
           respect of the Tranche C Loans;

                      (vi) SIXTH, to pay or prepay principal on the Tranche C
           Loans; and

                      (vii) SEVENTH, to the ratable payment of all other
           Obligations in respect of the Tranche C Loans or payable to Tranche C
           Lenders;

PROVIDED, FURTHER HOWEVER, that if sufficient funds are not available to fund
all payments to be made in respect of any of the Obligations described in any
one of the foregoing clauses FIRST through SEVENTH, the available funds being
applied with respect to any such Obligations (unless otherwise specified in such
clause) shall be allocated to the payment of such Obligations ratably, based on
the proportion of the applicable Agent's and each applicable Tranche C Lender's
interest in the aggregate outstanding Obligations described in such clause. The
order of priority set forth in clauses FIRST through SEVENTH of SECTION 2.10(c)
and the application of payments pursuant to clause NINTH of SECTIONS 2.10(a) and
SECTION 2.10(b) may at any time and from time to time be changed by the
agreement of the Requisite Tranche C Lenders without necessity of notice to or
consent of or approval by the Borrower, any Secured Party that is not a Tranche
C Lender, or any other Person.

                  (d) BLOCKED ACCOUNTS. Notwithstanding the order of application
set forth in clauses (a) and (b) of this Section 2.10, upon the acceleration of
the Obligations pursuant to Section 9.2, (i) all monies on deposit in any
Blocked Account held in the name of the Borrower (but not any other Loan Party)
shall be applied ratably between the outstanding amount of Obligations in
respect of the Tranche A Loans and outstanding Obligations in respect of the


                                       42

<Page>

Tranche B Loans, and thereafter in accordance with the priority of payments set
forth in Section 2.10(a) and (b); (ii) all monies on deposit in any Blocked
Account held in the name of any Tranche A Loan Party or Tranche B Loan Party
shall be applied in accordance with Section 2.10(a) or 2.10(b), as applicable;
and (iii) any monies thereafter held in a cash collateral account in the name of
the Collateral Agent pursuant to the provisions of the Pledge and Security
Agreements shall be applied in accordance with Section 2.10(a) or 2.10(b), as
applicable.

                  (e) REIMBURSEMENTS, INDEMNITIES AND FEES DUE TO ADMINISTRATIVE
AGENT. Notwithstanding the order of application set forth in each of CLAUSES (a)
and (b) of this SECTION 2.10, if, at any time, the Administrative Agent shall
simultaneously receive amounts that are to be allocated in accordance with
CLAUSES (a) and (b) above, the Administrative Agent shall apply such amounts to
the Obligations in respect of reimbursements, indemnities and fees due to the
Administrative Agent (as set forth in each of CLAUSES FIRST and THIRD in CLAUSES
(a) and (b) above) ratably, in proportion to the outstanding amount of
Obligations in respect of the Tranche A Loans and the outstanding amount of
Obligations in respect of the Tranche B Loans.

                  (f) TRANCHE C INTEREST RESERVE ACCOUNT. Notwithstanding
anything herein to the contrary, the Administrative Agent shall apply all monies
on deposit in the Tranche C Interest Reserve Account in accordance with each
Lender's Ratable Portion of Interest due on the outstanding Loans.

                  SECTION 2.11 TRANCHE B INTEREST RESERVE ACCOUNT; TRANCHE C
INTEREST RESERVE ACCOUNT.

                  (a) The Administrative Agent has established (i) a deposit
account in the name of the Borrower at GSCP designated as "GRANITE BROADCASTING
CORPORATION INTEREST RESERVE ACCOUNT" (the "TRANCHE B INTEREST RESERVE
ACCOUNT"), and (ii) a deposit account in the name of the Borrower at GSCP
designated as "GRANITE BROADCASTING CORPORATION TRANCHE C INTEREST RESERVE
ACCOUNT" (the "TRANCHE C INTEREST RESERVE ACCOUNT"), which accounts shall be at
all times under the Collateral Agent's sole dominion and control for the benefit
of (i) in the case of the Tranche B Interest Reserve Account, the Tranche B
Lenders, and (ii) in the case of the Tranche C Interest Reserve Account, the
Lenders. Without limiting the foregoing, funds on deposit in the Tranche B
Interest Reserve Account and the Tranche C Interest Reserve Account shall bear
interest at a rate which is set monthly by the Administrative Agent and which is
equal to the one month Eurodollar Rate in effect at the time such rate is set,
LESS 0.20%; PROVIDED, HOWEVER, that no Agent shall have any responsibility for,
or bear any risk of loss of, any such investment or income thereon. Neither the
Borrower nor any other Loan Party or Person claiming on behalf of or through the
Borrower or any other Loan Party shall have any right to demand payment of any
of the funds held in the Tranche B Interest Reserve Account or the Tranche C
Interest Reserve Account at any time prior to the payment in full of all then
outstanding and payable Obligations except as provided in this SECTION 2.11 with
respect to the application thereof.

                  (b) (i) On each Funding Date on which a Tranche B Loan is
           funded, the Borrower shall direct the Administrative Agent to
           deposit proceeds of the Tranche B Loan funded on such date in an
           amount equal to six months' interest on such Loan at the

                                       43

<Page>

           initial interest rate that such Loan bears as of the Funding Date
           into the Tranche B Interest Reserve Account.

                      (ii) At any time that the Obligations have not been
           accelerated pursuant to SECTION 9.2, the Borrower shall be entitled
           to direct that the Administrative Agent draw from the Tranche B
           Interest Reserve Account in order to make a forthcoming interest
           payment on the Tranche B Loans; PROVIDED, that (A) no later than five
           (5) Business Days prior to the date an interest payment is due and
           payable the Borrower shall provide written notice to the
           Administrative Agent and the Collateral Agent stating that it intends
           to draw on the Tranche B Interest Reserve Account to make the
           forthcoming interest payment, the amount to be drawn and the amount
           then on deposit in the Tranche B Interest Reserve Account, together
           with all other information and documents reasonably requested by the
           Administrative Agent and (B) there are sufficient funds then on
           deposit in the Tranche B Interest Reserve Account to allow such
           withdrawal to be made. Provided that the foregoing conditions have
           been satisfied, no later than two (2) Business Days prior to the date
           such interest payment is due and payable, the Collateral Agent shall
           direct the Administrative Agent to apply funds on deposit in the
           Tranche B Interest Reserve Account, in the amount stated in the
           foregoing notice, to be paid ratably to the Tranche B Lenders on the
           date the next interest payment on the Tranche B Loans is due, in
           satisfaction of the interest payment (or part thereof), as directed
           by the Borrower.

                  (c) (i) On the Tranche C Borrowing Date, the Borrower shall
           direct the Administrative Agent to deposit all of the proceeds of
           the Tranche C Supplemental Term Loan into the Tranche C Interest
           Reserve Account.

                      (ii) At any time that the Obligations have not been
           accelerated pursuant to SECTION 9.2, the Borrower shall be entitled
           to direct that the Administrative Agent draw from the Tranche C
           Interest Reserve Account in order to make a forthcoming interest
           payment on the Loans; PROVIDED, that (A) no later than five (5)
           Business Days prior to the date an interest payment is due and
           payable the Borrower shall provide written notice to the
           Administrative Agent, the Collateral Agent and each Lender stating
           that it intends to draw on the Tranche C Interest Reserve Account to
           make the forthcoming interest payment, the amount to be drawn and the
           amount then on deposit in the Tranche C Interest Reserve Account,
           together with all other information and documents reasonably
           requested by the Administrative Agent or any Lender and (B) there are
           sufficient funds then on deposit in the Tranche C Interest Reserve
           Account to allow such withdrawal to be made. Provided that the
           foregoing conditions have been satisfied, no later than two (2)
           Business Days prior to the date such interest payment is due and
           payable, the Collateral Agent shall direct the Administrative Agent
           to apply funds on deposit in the Tranche C Interest Reserve Account,
           in the amount stated in the foregoing notice, to be paid ratably to
           the Lenders on the date the next interest payment on the Loans is
           due, in satisfaction of the interest payment (or part thereof), as
           directed by the Borrower.

                  (d) For greater certainty, the Borrower acknowledges and
agrees that funds in the Tranche B Interest Reserve Account and the Tranche C
Interest Reserve Account are held as collateral for all Obligations, including
without limitation any outstanding


                                       44

<Page>

principal amount thereof, and shall be applied to the payment of Obligations as
set forth in SECTIONS 2.10(b) and 2.10(f), respectively.

                  SECTION 2.12 INTEREST PERIODS ELECTION OPTION.

                  (a) The Borrower may elect to specify for its Loans or any
portion thereof one or more Interest Periods; PROVIDED, HOWEVER, that the
aggregate amount of all Eurodollar Rate Loans for each Interest Period must be
in the amount of $5,000,000 or an integral multiple of $1,000,000 in excess
thereof; and PROVIDED, FURTHER, that if no Interest Period is specified, a one
month Interest Period shall be deemed to have been selected. Each election shall
be allocated among the Tranche A Loans, the Tranche B-1 Loans, the Tranche B-2
Loans or the Tranche C Loans of each Tranche A Lender, Tranche B-1 Lender,
Tranche B-2 Lender or Tranche C Lender, as the case may be, in accordance with
each applicable Lender's Ratable Portion of such Loans. Each such election shall
be in substantially the form of EXHIBIT D hereto (a "NOTICE OF INTEREST PERIOD
ELECTION") and shall be made by giving the Administrative Agent at least three
Business Days' prior written notice before the end of the current Interest
Period specifying (A) the amount of Loan being continued and (B) the applicable
Interest Period.

                  (b) The Administrative Agent shall promptly notify each Lender
of its receipt of a Notice of Interest Period Election and of the options
selected therein. Notwithstanding the foregoing, no continuation in whole or in
part of Eurodollar Rate Loans upon the expiration of any applicable Interest
Period, shall be permitted at any time at which (i) a Default or an Event of
Default shall have occurred and be continuing or (ii) such continuation would
violate any of the provisions of SECTION 2.13. If an Event of Default has
occurred and is continuing, then, upon the expiration of the applicable Interest
Period, such Loans will be automatically converted to Loans bearing interest at
the Alternate Rate. If any such Event of Default is no longer continuing, upon
receipt of a Notice of Interest Period Election, such loans will be
automatically converted into Loans which bear interest at the rate set forth in
SECTION 2.7(a) for the Interest Period set forth in such notice. Each Notice of
Interest Period Election shall be irrevocable.

                  SECTION 2.13 SPECIAL PROVISIONS GOVERNING EURODOLLAR RATE
LOANS.

                  (a) DETERMINATION OF INTEREST RATE. The Eurodollar Rate for
each Interest Period for Eurodollar Rate Loans shall be determined by the
Administrative Agent pursuant to the procedures set forth in the definition of
"EURODOLLAR RATE." The Administrative Agent's determination shall be presumed to
be correct, absent manifest error, and shall be binding on the Borrower.

                  (b) INTEREST RATE UNASCERTAINABLE, INADEQUATE OR UNFAIR. In
the event that: (i) the Administrative Agent determines that adequate and fair
means do not exist for ascertaining the applicable interest rates by reference
to which the Eurodollar Rate then being determined is to be fixed; or (ii) the
Requisite Lenders notify the Administrative Agent that the Eurodollar Rate for
any Interest Period will not adequately reflect the cost to the Lenders of
making or maintaining such Loans for such Interest Period, the Administrative
Agent shall forthwith so notify the Borrower and the Lenders, whereupon each
Eurodollar Loan will automatically, on the last day of the current Interest
Period for such Loan, convert into a Alternate Rate Loan and the obligations
of the Lenders to make Eurodollar Rate Loans or to


                                       45

<Page>

convert Alternate Rate Loans into Eurodollar Rate Loans shall be suspended
until the Administrative Agent shall notify the Borrower that the Requisite
Lenders have determined that the circumstances causing such suspension no
longer exist.

                  (c) INCREASED COSTS. If at any time any Lender shall determine
that the introduction of or any change in or in the interpretation of any law,
treaty or governmental rule, regulation or order (other than any change by way
of imposition or increase of reserve requirements included in determining the
Eurodollar Rate) or the compliance by such Lender with any guideline, request or
directive from any central bank or other Governmental Authority (whether or not
having the force of law), there shall be any increase in the cost to such Lender
of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans,
then the Borrower shall from time to time, upon demand by such Lender (with a
copy of such demand to the Administrative Agent), pay to the Administrative
Agent for the account of such Lender additional amounts sufficient to compensate
such Lender for such increased cost. A certificate as to the amount of such
increased cost, submitted to the Borrower and the Administrative Agent by such
Lender, shall be conclusive and binding for all purposes, absent manifest error.
Each Lender agrees that, as promptly as practicable after it becomes aware of
any circumstances referred to above which would result in any such increased
cost, the affected Lender shall, to the extent not inconsistent with such
Lender's internal policies of general application, use reasonable commercial
efforts to minimize costs and expenses incurred by it and payable to it by
Borrower pursuant to this SECTION 2.13(c).

                  (d) ILLEGALITY. Notwithstanding any other provision of this
Agreement, if any Lender determines that the introduction of or any change in or
in the interpretation of any law, treaty or governmental rule, regulation or
order after the date of this Agreement shall make it unlawful, or any central
bank or other Governmental Authority shall assert that it is unlawful, for any
Lender to make Eurodollar Rate Loans or to continue to fund or maintain
Eurodollar Rate Loans, then, on notice thereof and demand therefor by such
Lender to the Borrower through the Administrative Agent, (i) the obligation of
such Lender to continue Eurodollar Rate Loans shall be suspended, and (ii) if
the affected Eurodollar Rate Loans are then outstanding, the applicable Borrower
shall immediately convert each such Loan into a Alternate Rate Loan. If at any
time after a Lender gives notice under this SECTION 2.13(d) such Lender
determines that it may lawfully make Eurodollar Rate Loans, such Lender shall
promptly give notice of that determination to the Borrower and the
Administrative Agent, and the Administrative Agent shall promptly transmit the
notice to each other Lender. The Borrower's right to request, and such Lender's
obligation, if any, to make Eurodollar Rate Loans shall thereupon be restored.

                  (e) BREAKAGE COSTS. In addition to all amounts required to be
paid by the Borrower pursuant to SECTION 2.7, the Borrower shall compensate each
Lender, upon demand, for all losses, expenses and liabilities (including any
loss or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by such Lender to fund or maintain such
Lender's Eurodollar Rate Loans to the Borrower but excluding any loss of the
Margin on the relevant Loans) which that Lender may sustain (i) if for any
reason a proposed Borrowing, or continuation of Eurodollar Rate Loans does not
occur on a date specified therefor in a Notice of Borrowing or a Notice of
Interest Period Election given by a Borrower or in a telephonic request by it
for borrowing or conversion or continuation or a successive Interest Period does
not commence after notice therefor is given pursuant to SECTION 2.12, (ii) if
for any


                                       46

<Page>

reason any Eurodollar Rate Loan is prepaid (including mandatorily pursuant to
SECTION 2.6) on a date which is not the last day of the applicable Interest
Period, (iii) as a consequence of a required conversion of a Eurodollar Rate
Loan to a Alternate Rate Loan as a result of any of the events indicated in
SECTION 2.13(d), or (iv) as a consequence of any failure by the Borrower to
repay Eurodollar Rate Loans when required by the terms hereof. The Lender making
demand for such compensation shall deliver to the Borrower concurrently with
such demand a written statement as to such losses, expenses and liabilities, and
this statement shall be conclusive as to the amount of compensation due to that
Lender, absent manifest error.

                  SECTION 2.14 CAPITAL ADEQUACY. If at any time any Lender
determines that (a) the adoption of or any change in or in the interpretation of
any law, treaty or governmental rule, regulation or order after the date of this
Agreement regarding capital adequacy, (b) compliance with any such law, treaty,
rule, regulation, or order, or (c) compliance with any guideline or request or
directive from any central bank or other Governmental Authority (whether or not
having the force of law) shall have the effect of reducing the rate of return on
such Lender's (or any corporation controlling such Lender's) capital as a
consequence of its obligations hereunder to a level below that which such Lender
or such corporation could have achieved but for such adoption, change,
compliance or interpretation, then, upon demand from time to time by such Lender
(with a copy of such demand to the Administrative Agent), the Borrower shall pay
to the Administrative Agent for the account of such Lender, from time to time as
specified by such Lender, additional amounts sufficient to compensate such
Lender for such reduction. A certificate as to such amounts submitted to the
Borrower and the Administrative Agent by such Lender shall be conclusive and
binding for all purposes absent manifest error.

                  SECTION 2.15 TAXES.

                  (a) Any and all payments by the Borrower under each Loan
Document shall be made free and clear of and (except to the extent required by
law) without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding (i) in the case of each Lender and the Administrative Agent (A) taxes
measured by its net income or net profits, and franchise taxes imposed on it, by
the jurisdiction (or any political subdivision thereof) under the laws of which
such Lender or the Administrative Agent (as the case may be) is organized or any
political subdivision thereof in which its principal office or principal lending
office is located and (B) any United States withholding taxes payable with
respect to payments under the Loan Documents under laws (including any statute,
treaty or regulation) in effect on the Effective Date (or, in the case of an
Eligible Assignee, the date of the Assignment and Acceptance) applicable to such
Lender or the Administrative Agent, as the case may be, but not excluding any
United States withholding payable as a result of any change in such laws
occurring after the Effective Date (or the date of such Assignment and
Acceptance) and (ii) in the case of each Lender, taxes measured by its net
income or net profits, and franchise taxes imposed on it, by the jurisdiction in
which such Lender's Applicable Lending Office or its principal office or
principal lending office is located (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being hereinafter
referred to as "TAXES"). If any Taxes shall be required by law to be deducted
from or in respect of any sum payable under any Loan Document to any Lender or
the Administrative Agent (i) the sum payable shall be increased as may be
necessary so that after


                                       47

<Page>

making all required deductions (including deductions applicable to additional
sums payable under this SECTION 2.15) such Lender or the Administrative Agent
(as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions,
(iii) the Borrower shall pay the full amount deducted to the relevant taxing
authority or other authority in accordance with applicable law, and (iv) the
Borrower shall deliver to the Administrative Agent evidence of such payment.

                  (b) In addition, the Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes, charges
or similar levies of the United States or any political subdivision thereof or
any applicable foreign jurisdiction, and all liabilities with respect thereto,
which arise from any payment made under any Loan Document or from the execution,
delivery or registration of, or otherwise with respect to, any Loan Document
(collectively, "OTHER TAXES").

                  (c) The Borrower will indemnify each Lender and the
Administrative Agent for the full amount of Taxes and Other Taxes (including any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
SECTION 2.15) paid by such Lender or the Administrative Agent (as the case may
be) and any liability (including for penalties, interest and expenses) arising
therefrom or with respect thereto, whether or not such Taxes or Other Taxes were
correctly or legally asserted. This indemnification shall be made within 30 days
from the date such Lender or the Administrative Agent (as the case may be) makes
written demand therefor.

                  (d) Within 30 days after the date of any payment of Taxes or
Other Taxes, the Borrower will furnish to the Administrative Agent, at its
address referred to in SECTION 11.9, the original or a certified copy of a
receipt evidencing payment thereof.

                  (e) Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements and obligations of the Borrower
contained in this SECTION 2.15 shall survive the payment in full of the
Obligations.

                  (f) Prior to the Effective Date in the case of each Non-U.S.
Lender that is a signatory hereto, and on the date of the Assignment and
Acceptance pursuant to which it becomes a Lender in the case of each other
Non-U.S. Lender and from time to time thereafter if requested by the Borrower or
the Administrative Agent, each Non-U.S. Lender that is entitled at such time to
an exemption from United States withholding tax, or that is subject to such tax
at a reduced rate under an applicable tax treaty, shall provide the
Administrative Agent and the Borrower with two completed copies of: (i) Form
W-8ECI (claiming exemption from withholding because the income is effectively
connected with a U.S. trade or business) (or any successor form); (ii) Form
W-8BEN (claiming exemption from, or a reduction of, withholding tax under an
income tax treaty) (or any successor form); (iii) in the case of a Non-U.S.
Lender claiming exemption under Sections 871(h) or 881(c) of the Code, a Form
W-8BEN (claiming exemption from withholding under the portfolio interest
exemption)(or any successor form); or (iv) or other applicable form, certificate
or document prescribed by the IRS certifying as to such Non-U.S. Lender's
entitlement to such exemption from United States withholding tax or reduced rate
with respect to all payments to be made to such Non-U.S. Lender under the Loan
Documents. Unless the Borrower and the Administrative Agent have received forms
or other


                                       48

<Page>

documents satisfactory to them indicating that payments under any Loan Document
to or for a Non-U.S. Lender are not subject to United States withholding tax or
are subject to such tax at a rate reduced by an applicable tax treaty, the
Borrower or the Administrative Agent shall withhold taxes from such payments at
the applicable statutory rate.

                  (g) Any Lender claiming any additional amounts payable
pursuant to this SECTION 2.15 shall use its reasonable efforts (consistent with
its internal policy and legal and regulatory restrictions) to change the
jurisdiction of its Applicable Lending Office if the making of such a change
would avoid the need for, or reduce the amount of, any such additional amounts
which would be payable or may thereafter accrue and would not, in the sole
determination of such Lender, be otherwise disadvantageous to such Lender.

                  (h) If any Lender shall become aware that it is entitled to
receive a refund or credit (such credit to include any increase in any foreign
tax credit) as a result of indemnified Taxes (including any penalties or
interest with respect thereto) as to which it has been indemnified by the
Borrower pursuant to this SECTION 2.15, it shall promptly notify the Borrower of
the availability of such refund or credit and shall, within 30 days after
receipt of a request by the Borrower, apply for such refund or credit at the
Borrower's expense, and in the case of any application for such refund or credit
by the Borrower, shall, if legally able to do so, deliver to the Borrower such
certificates, forms or other documentation as may be reasonably necessary to
assist the Borrower in such application. If any Lender receives a refund or
credit (such credit to include any increase in any foreign tax credit) in
respect to any indemnified Taxes as to which it has been indemnified by the
Borrower pursuant to this SECTION 2.15, it shall promptly notify the Borrower of
such refund or credit and shall, within 30 days after receipt of such refund or
the benefit of such credit (such benefit to include any reduction of the taxes
for which any Lender would otherwise be liable due to any increase in any
foreign tax credit available to such Lender), repay the amount of such refund or
benefit of such credit (with respect to the credit, as determined by the Lender
in its sole judgment) to the Borrower to the extent of amounts that have been
paid by the Borrower under this SECTION 2.15 with respect to indemnified Taxes
giving rise to such refund or credit), plus any interest received with respect
thereto, net of all reasonable out-of-pocket expenses of such Lender and without
interest (other than interest actually received from the relevant taxing
authority or other Governmental Authority with respect to such refund or
credit); PROVIDED, HOWEVER, that the Borrower, upon the request of such Lender,
agrees to return the amount of such refund or benefit of such credit (plus
interest) to such Lender in the event such Lender is required to repay the
amount of such refund or benefit of such credit to the relevant taxing authority
or other Governmental Authority.

                  SECTION 2.16 SUBSTITUTION OF LENDERS. In the event that (a)
(i) any Lender makes a claim under SECTION 2.13(c) or SECTION 2.14, or (ii) it
becomes illegal for any Lender to continue to fund or make any Eurodollar Rate
Loan and such Lender notifies the Borrower pursuant to SECTION 2.13(d), or (iii)
the Borrower is required to make any payment pursuant to SECTION 2.15 that is
attributable to any Lender, (b) in the case of clause (a)(i) above, as a
consequence of increased costs in respect of which such claim is made, the
effective rate of interest payable to such Lender under this Agreement with
respect to its Loans materially exceeds the effective average annual rate of
interest payable to the Requisite Lenders under this Agreement and (c) Lenders
holding at least 51% of the Loans are not subject to such increased costs or
illegality, payment or proceedings (any such Lender, an "AFFECTED LENDER"), the


                                       49

<Page>

Borrower may substitute another financial institution for such Affected Lender
hereunder, upon reasonable prior written notice (which written notice must be
given within 90 days following the occurrence of any of the events described in
clauses (a)(i), (ii) or (iii)) by the Borrower to the Administrative Agent and
the Affected Lender that the Borrower intend to make such substitution, which
substitute financial institution must be an Eligible Assignee and, if not a
Lender, reasonably acceptable to the Administrative Agent; PROVIDED, HOWEVER,
that if more than one Lender claims increased costs, illegality or right to
payment arising from the same act or condition and such claims are received by
the Borrower within 30 days of each other then the Borrower may substitute all,
but not (except to the extent the Borrower have already substituted one of such
Affected Lenders before the Borrower's receipt of the other Affected Lenders'
claim) less than all, Lenders making such claims. In the event that the proposed
substitute financial institution or other entity is reasonably acceptable to the
Administrative Agent and the written notice was properly issued under this
SECTION 2.16, the Affected Lender shall sell and the substitute financial
institution or other entity shall purchase, pursuant to an Assignment and
Acceptance, all rights and claims of such Affected Lender under the Loan
Documents and the substitute financial institution or other entity shall assume
and the Affected Lender shall be relieved of all prior unperformed obligations
of the Affected Lender under the Loan Documents (other than in respect of any
damages (other than exemplary or punitive damages, to the extent permitted by
applicable law) in respect of any such unperformed obligations). Upon the
effectiveness of such sale, purchase and assumption (which, in any event shall
be conditioned upon the payment in full by the Borrower to the Affected Lender
in cash of all fees, unreimbursed costs and expenses and indemnities accrued and
unpaid through such effective date), the substitute financial institution or
other entity shall become a "LENDER" hereunder for all purposes of this
Agreement provided that all indemnities under the Loan Documents shall continue
in favor of such Affected Lender.

                                  ARTICLE III
                               CONDITIONS TO LOANS

                  SECTION 3.1 CONDITIONS PRECEDENT TO INITIAL LOANS. This
Agreement shall become effective on the date (the "EFFECTIVE DATE") when all of
the following conditions precedent have been satisfied:

                  (a) CERTAIN DOCUMENTS. The Administrative Agent shall have
received on the Effective Date each of the following, each dated the Effective
Date unless otherwise indicated or agreed to by the Administrative Agent, in
form and substance satisfactory to the Administrative Agent and in sufficient
copies for each applicable Lender:

                      (i) this Agreement, duly executed and delivered by the
           Borrower and, for the account of each Lender requesting the same, a
           Note or Notes of the Borrower conforming to the requirements set
           forth herein;

                      (ii) the Guaranty, duly executed by each Subsidiary of the
           Borrower;

                      (iii) the Tranche A Pledge and Security Agreement, duly
           executed by the Collateral Agent, the Borrower and each Tranche A
           Loan Party and the Tranche B


                                       50

<Page>

           Pledge and Security Agreement duly executed by the Collateral Agent,
           the Borrower and each Tranche B Loan Party, together with:

                                 (A) evidence satisfactory to the Collateral
                      Agent that it (for the benefit of the Secured Parties) has
                      a valid and perfected first priority security interest in
                      the Collateral subject to Customary Permitted Liens,
                      including (x) such documents duly executed by each Loan
                      Party as the Administrative Agent may request with respect
                      to the perfection of its security interests in the
                      Collateral (including evidence satisfactory to the
                      Administrative Agent that financing statements under the
                      UCC, patent, trademark and copyright security agreements
                      and other applicable documents under the laws of any
                      jurisdiction have been appropriately filed with respect to
                      the perfection of Liens created by the Pledge and Security
                      Agreements) and (y) copies of UCC search reports as of a
                      recent date listing all effective financing statements
                      that name any Loan Party as debtor, together with copies
                      of such financing statements, none of which shall cover
                      the Collateral except for those which shall be terminated
                      or assigned on the Effective Date or otherwise permitted
                      hereunder);

                                 (B) share certificates representing all shares
                      of certificated Pledged Stock being pledged pursuant to
                      such Pledge and Security Agreements and stock powers for
                      such share certificates executed in blank;

                                 (C) all instruments representing Pledged Notes
                      being pledged pursuant to such Pledge and Security
                      Agreements duly endorsed in favor of the Administrative
                      Agent or in blank; and

                                 (D) Blocked Account Letter with respect to the
                      Concentration Account; and

                                 (E) Control Account Letters from all securities
                      intermediaries with respect to all securities accounts and
                      securities entitlements of each Loan Party;

                      (iv) the Mortgage Documents for all real property owned by
           the Loan Parties, whether fee or leasehold (other than any
           Non-Material Leasehold), together with, in respect of each such
           property: (A) endorsements to the title insurance loan policies
           issued in connection with the Existing Credit Agreement, insuring the
           lien of the Mortgage Document in favor of the Collateral Agent
           subject to only those liens permitted in SECTION 8.2 hereof and
           otherwise satisfactory in form and substance to the Collateral Agent,
           in its reasonable discretion; (B) evidence that counterparts of the
           Mortgage Documents have been recorded (or a commitment from the
           applicable title insurance companies to cause such recording) in all
           places to the extent necessary or desirable, in the judgment of the
           Collateral Agent, to create a valid and enforceable first priority
           lien on property subject to Customary Permitted Liens described
           therein in favor of the Collateral Agent for the benefit of the
           Secured Parties (or in favor of such other trustee as may be required
           or desired under local law; and (C) UCC fixture filings and evidence
           that said fixture filings have been filed (or a commitment from the
           applicable title insurance


                                       51

<Page>

           companies to cause such filing) in all places to the extent
           necessary or desirable, in the judgment of the Collateral Agent, to
           create a valid and enforceable first priority security interest in
           the fixtures described therein in favor of the Collateral Agent for
           the benefit of the Secured Parties (or in favor of such other
           trustee as may be required or desired under local law) subject to
           Customary Permitted Liens.

                      (v) from each Loan Party, with respect to each Lease in
           respect of such Lease (other than Leases which relate to a
           Non-Material Leasehold), as appropriate, (A) a Landlord Consent
           Letter, providing, among other things, a landlord estoppel and a
           landlord waiver or subordination of rights to tenant collateral
           equipment located on the demised premises, and otherwise in form and
           substance reasonably satisfactory to Administrative Agent; (B) a
           fully executed landlord estoppel and landlord waiver or subordination
           of rights to tenant collateral equipment located on the demised
           premises, both in form and substance satisfactory to Administrative
           Agent; and (C) a duly executed and recorded memorandum of lease in
           form and substance satisfactory to Administrative Agent;

                      (vi) the Fee Letter;

                      (vii) a favorable opinion of (A) Akin, Gump, Strauss,
           Hauer & Feld LLP, counsel to the Loan Parties, in substantially the
           form of EXHIBIT E, (B) special FCC counsel to the Borrower, in each
           case addressed to the Administrative Agent, the Collateral Agent and
           the Lenders and addressing such other matters as any Lender through
           the Administrative Agent may reasonably request and (C) counsel to
           the Administrative Agent as to the enforceability of this Agreement
           and the other Loan Documents to be executed on the Effective Date;

                      (viii) a copy of each Network Affiliation Agreement as
           being complete and correct by a Responsible Officer of the Borrower;

                      (ix) a copy of the articles or certificate of
           incorporation (or equivalent organizational documents) of each Loan
           Party, certified as of a recent date by the Secretary of State of the
           state of incorporation of such Loan Party, together with certificates
           of such official attesting to the good standing of each such Loan
           Party;

                      (x) a certificate of the Secretary or an Assistant
           Secretary of each Loan Party certifying (A) the names and true
           signatures of each officer of such Loan Party who has been authorized
           to execute and deliver any Loan Document or other document required
           hereunder to be executed and delivered by or on behalf of such Loan
           Party, (B) the by-laws (or equivalent Constituent Document) of such
           Loan Party as in effect on the date of such certification, (C) the
           resolutions of such Loan Party's Board of Directors (or equivalent
           governing body) approving and authorizing the execution, delivery and
           performance of this Agreement and the other Loan Documents to which
           it is a party and (D) that there have been no changes in the
           certificate of incorporation (or equivalent Constituent Document) of
           such Loan Party from the certificate of incorporation (or equivalent
           Constituent Document) delivered pursuant to the immediately preceding
           clause;


                                       52

<Page>

                      (xi) a certificate of the chief financial officer of the
           Borrower, stating that (A) the Borrower and its Subsidiaries taken as
           a whole are, and (B) the Borrower is, Solvent after giving effect to
           the Loans, the application of the proceeds thereof in accordance with
           SECTION 7.11 and the payment of all estimated legal, accounting and
           other fees related hereto and thereto;

                      (xii) a certificate of the chief financial officer of the
           Borrower stating that, as of the Effective Date, (A) the Borrower is
           able to incur at least the aggregate Indebtedness provided for under
           the Commitments (including the Tranche C Commitments) 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, (B) setting forth in reasonable
           detail satisfaction on a pro forma basis (as if all the Commitments,
           including the Tranche C Commitments, were fully drawn), as of the
           Effective Date, by the Borrower 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, and (C) setting forth the Maximum Remaining Borrowing
           Limit and the calculation thereof.

                      (xiii) a certificate of a Responsible Officer of the
           Borrower to the effect that (A) the representations and warranties
           set forth in ARTICLE IV and in the other Loan Documents are true and
           correct on and as of the Effective Date with the same effect as
           though made on and as of such date, except to the extent such
           representations and warranties expressly relate to an earlier date;
           (B) no Default or Event of Default has occurred and is continuing;
           (C) no litigation shall have been commenced against the Borrower or
           any of its Subsidiaries which, if adversely determined, would have a
           Material Adverse Effect; and (D) there has been no Material Adverse
           Change since preparation and filing with the Securities and Exchange
           Commission of the financial statements dated as of December 31, 2001
           and notes thereto, as delivered by the Borrower to each of the
           Lenders.

                      (xiv) evidence satisfactory to the Administrative Agent
           that the insurance policies required by SECTION 7.5 and any
           Collateral Document are in full force and effect, together with
           endorsements naming the Collateral Agent, on behalf of the Secured
           Parties, as an additional insured and/or loss payee under all
           insurance policies to be maintained with respect to the properties of
           the Borrower and its Subsidiaries;

                      (xv) such other certificates, documents, agreements and
           information respecting any Loan Party as any Lender or Agent through
           the Administrative Agent may reasonably request.

                  (b) CASH MANAGEMENT. The Administrative Agent shall have
received evidence that, as of the Effective Date, the procedures with respect to
cash management required by the Collateral Documents have been established and
are currently being maintained by each Loan Party, together with copies of all
executed Blocked Account Letters executed by such Loan Party in connection
therewith.


                                       53

<Page>


                  (c) FEE AND EXPENSES PAID RELATING TO EXISTING CREDIT
AGREEMENT. There shall have been paid to the Existing Administrative Agent, for
the account of the Existing Administrative Agent and all lenders under the
Existing Credit Agreement, as applicable, all accrued by unpaid interest and
fees and such other fees and expenses (including all fees and expenses due under
the Fee Letter (including any notes issued thereunder) and the Additional Fee
Letter, as each such term is defined in the Existing Credit Agreement) due and
payable to such Persons on or before the Effective Date.

                  (d) FEES AND EXPENSES PAID RELATING TO THIS AGREEMENT. There
shall have been paid to the Administrative Agent, for the account of the
Administrative Agent, the Arranger and the Lenders, as applicable, all fees due
and payable on or before the Effective Date (including all such fees described
in the Fee Letter), and all expenses (including legal fees and expenses) due and
payable on or before the Effective Date.

                  (e) CONSENTS, ETC. Each Loan Party shall have received all
consents and authorizations required or advisable pursuant to any material
Contractual Obligation with any other Person and shall have obtained all
consents and authorizations of, and effected all notices to and filings with,
any Governmental Authority, in each case, as may be necessary or advisable to
allow each of the Borrower and its Subsidiaries lawfully (A) to execute, deliver
and perform, in all material respects, their respective obligations hereunder,
the Loan Documents and the Network Affiliation Agreements Documents to which
each of them, respectively, is, or shall be, a party and each other agreement or
instrument to be executed and delivered by each of them, respectively, pursuant
thereto or in connection therewith, (B) to create and perfect the Liens on the
Collateral to be owned by each of them in the manner and for the purpose
contemplated by the Loan Documents.

                  (f) AUTHORIZATIONS, PERMITS ETC. Each Loan Party shall have
obtained all authorizations, permits and licenses required by the FCC, the
Communications Act, or any other governmental authority for the conduct of the
business of each Loan Party and such authorizations, permits and licenses shall
be in full force and effect and subject to no pending contest, challenge or
appeal, subject only to exceptions that in the aggregate would not cause a
Material Adverse Change.

                  (g) LEASES. The Borrower shall have delivered a Certificate of
a Responsible Officer in form and substance reasonably satisfactory to
Administrative Agent certifying that the copies of all real, personal or mixed
property leases to which the Borrower or any Subsidiary of the Borrower is a
party and which are subject to a Mortgage in effect on the date hereof in favor
of any Collateral Agent (the "LEASES") are true, complete and correct and in
full force and effect in all material respects (in relation to each property).

                  (h) KNTV SALE. The Borrower shall have consummated the sale of
KNTV pursuant to the terms of that certain Stock Purchase Agreement, dated as of
December 14, 2001 (such agreement together with all exhibits and schedules
thereto and other agreements to be entered into in connection therewith, the
"KNTV ACQUISITION AGREEMENT"), by and among the Borrower, KNTV Television, Inc.,
KNTV License, Inc. (collectively, "KNTV" and NBC; no provision of the KNTV
Acquisition Agreement shall have been amended, supplemented, waived or otherwise
modified in any manner deemed adverse to the Lenders in the reasonable
discretion

                                       54

<Page>

of the Administrative Agent without the prior written consent of the
Administrative Agent; and the Administrative Agent shall have received a
certificate of a Responsible Officer and other evidence reasonably satisfactory
to the Administrative Agent to that effect.

                  (i) NBC shall have executed and delivered that certain Mutual
Termination of Liens dated the date hereof, by and among the Borrower, KNTV,
KBWB and the Collateral Agent, and all releases and documents required to be
delivered thereunder.

                  (j) EXISTING CREDIT AGREEMENT. On the Effective Date, the
Borrower shall have repaid the loans outstanding under the Existing Credit
Agreement in an aggregate principal amount of not less than $170,000,000;
provided that not less than $35,000,000 of Tranche A Loans shall remain
outstanding as of the Effective Date.

                  SECTION 3.2 CONDITIONS PRECEDENT TO THE MAKING ALL LOANS. The
obligation of each Lender to make any Loan requested to be made by it on any
Funding Date is subject to the satisfaction of all of the following conditions
precedent:

                  (a) REQUEST BORROWING. The Administrative Agent shall have
received a duly executed Notice of Borrowing.

                  (b) REPRESENTATIONS AND WARRANTIES; NO DEFAULTS. Borrower, as
to itself and each of its Subsidiaries shall represent and warrant that, both
before and after giving effect to the Loans requested to be made on such Funding
Date:

                      (i) the representations and warranties set forth in
           ARTICLE IV and in the other Loan Documents are true and correct on
           and as of such Funding Date with the same effect as though made on
           and as of such date, except to the extent such representations and
           warranties expressly relate to an earlier date;

                      (ii) since preparation and filing with the Securities and
           Exchange Commission of the financial statements dated as of December
           31, 2001 and notes thereto, as delivered by the Borrower to each of
           the Lenders, there has been no Material Adverse Change and there have
           been no events or developments that in the aggregate have had a
           Material Adverse Effect; and

                      (iii) No Default or Event of Default has occurred and is
           continuing.

                  (c) NO LEGAL IMPEDIMENTS. The advancement of such Loans on
such date does not violate any Requirement of Law or conflict with the
provisions of the Existing Subordinated Note Documents or any Material Contract
to which any Loan Party is a party, on the date of or immediately following such
advancement and is not enjoined, temporarily, preliminarily or permanently.

Each submission by a Borrower to the Administrative Agent of a Notice of
Borrowing and the acceptance by the Borrower of the proceeds of such Loan
requested therein, shall be deemed to constitute a representation and warranty
by the Borrower as to the matters specified in this SECTION 3.2 on the Funding
Date of such Loan.

                                       55

<Page>

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

                  To induce the Lenders, and the Agents to enter into this
Agreement, the Borrower, as to itself and each of its Subsidiaries, represents
and warrants to the Lenders and the Agents that, on and as of the Effective
Date, after giving effect to the making of the Loans and other financial
accommodations on the Effective Date and on and as of each Funding Date, as
required by SECTION 3.2:

                  SECTION 4.1 CORPORATE EXISTENCE; COMPLIANCE WITH LAW. The
Borrower and each of its Subsidiaries (a) is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its incorporation or
formation; (b) is duly qualified as a foreign entity and in good standing under
the laws of each jurisdiction where such qualification is necessary, except
where the failure to be so qualified or in good standing would not have a
Material Adverse Effect; (c) has all requisite power and authority and the legal
right to own, pledge, mortgage and operate its properties, to lease the property
it operates under lease and to conduct its business as now or currently proposed
to be conducted; (d) is in compliance with its Constituent Documents; (e) is in
compliance with all applicable Requirements of Law except where the failure to
be in compliance would not in the aggregate have a Material Adverse Effect; and
(f) has all necessary licenses, permits, consents or approvals from or by, has
made all necessary filings with, and has given all necessary notices to, each
Governmental Authority having jurisdiction, to the extent required for such
ownership, operation and conduct, except for licenses, permits, consents,
approvals or filings which can be obtained or made by the taking of ministerial
action to secure the grant or transfer thereof or the failure to obtain or make
would not in the aggregate have a Material Adverse Effect.

                  SECTION 4.2 CORPORATE POWER; AUTHORIZATION; ENFORCEABLE
OBLIGATIONS.

                  (a) The execution, delivery and performance by each Loan Party
of the Loan Documents to which it is a party and the consummation of the
transactions contemplated thereby:

                      (i) are within such Loan Party's corporate, limited
           liability company, partnership or other powers;

                      (ii) have been or, at the time of delivery thereof
           pursuant to SECTION 3.1 will have been duly authorized by all
           necessary corporate action, including the consent of shareholders
           where required;

                      (iii) do not and will not (A) contravene any Loan Party's
           Constituent Documents, (B) violate any other Requirement of Law
           applicable to any Loan Party (including Regulations T, U and X of the
           Federal Reserve Board), or any order or decree of any Governmental
           Authority or arbitrator applicable to any Loan Party, (C) conflict
           with or result in the breach of, or constitute a default under, or
           result in or permit the termination or acceleration of, any
           Contractual Obligation of any Loan Party, or (D) result in the
           creation or imposition of any Lien upon any of the property of any
           Loan

                                       56

<Page>

           Party, other than those in favor of the Secured Parties pursuant to
           the Collateral Documents; and

                      (iv) do not require the consent of, authorization by,
           approval of, notice to, or filing or registration with, any
           Governmental Authority or any other Person, other than those listed
           on SCHEDULE 4.2 and which have been or will be, prior to the
           Effective Date, obtained or made, copies of which have been or will
           be delivered to the Administrative Agent pursuant to SECTION 3.1, and
           each of which, if so required, will, on the Effective Date, be in
           full force and effect and, with respect to the Collateral, filings
           required to perfect the Liens created by the Collateral Documents.

                  (b) This Agreement has been, and each of the other Loan
Documents will have been upon delivery thereof pursuant to the terms of this
Agreement, duly executed and delivered by each Loan Party thereto. This
Agreement is, and the other Loan Documents will be, when delivered hereunder,
the legal, valid and binding obligation of each Loan Party thereto, enforceable
against such Loan Party in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, fraudulent transfer or conveyance,
reorganization, moratorium or other similar laws affecting creditors' rights
generally, by general equitable principles or by principles of good faith and
fair dealing and except to the extent that availability of the remedy of
specific performance or injunctive relief is sought to the discretion of the
court before which any proceeding therefor may be brought.

                  SECTION 4.3 OWNERSHIP OF THE BORROWER; SUBSIDIARIES. Set forth
on SCHEDULE 4.3 hereto is a complete and accurate list showing, as of the
Effective Date, the Borrower and all Subsidiaries of the Borrower and, as to
each, the jurisdiction of its incorporation, the number of shares of each class
of Stock authorized (if applicable), the number of such shares outstanding on
the Effective Date and the number and percentage of the outstanding shares of
each such class owned (directly or indirectly) by a Permitted Holder or a Loan
Party, as the case may be. No Stock of any Subsidiary of any Loan Party is
subject to any outstanding option, warrant, right of conversion or purchase or
any similar right. All of the outstanding Stock of each Subsidiary of the
Borrower owned (directly or indirectly) by the Borrower has been validly issued,
is fully paid and non-assessable and is owned by such Persons, free and clear of
all Liens (other than the Lien in favor of the Secured Parties created pursuant
to the Pledge and Security Agreements). No Loan Party is a party to, or has
knowledge of, any agreement restricting the transfer or hypothecation of any
Stock of any Subsidiary of the Borrower (other than Target (as defined in the
definition of "INTERNATIONAL FALLS ACQUISITION")), other than the Loan Documents
and the Existing Subordinated Note Indentures. No Loan Party owns or holds,
directly or indirectly, any Stock of any Person other than the Subsidiaries and
Investments permitted by SECTION 8.3.

                  SECTION 4.4 FINANCIAL STATEMENTS.

                  (a) The consolidated balance sheet of the Borrower and its
Subsidiaries as at December 31, 2001, and the related consolidated statements of
income, retained earnings and cash flows of the Borrower and its Subsidiaries
for the fiscal year then ended, certified by Ernst & Young LLP, and the
consolidated balance sheets of the Borrower and its Subsidiaries as at February
28, 2002, and the related consolidated statements of income, retained earnings
and cash flows of the Borrower and its Subsidiaries for the two months then
ended, copies of which have

                                       57

<Page>

been furnished to each Lender, fairly present, subject, in the case of said
balance sheets as at February 28, 2002, and said statements of income, retained
earnings and cash flows for the two months then ended, to the absence of
footnote disclosure and normal recurring year-end audit adjustments, the
consolidated financial condition of the Borrower and its Subsidiaries as at such
dates and the consolidated results of the operations of the Borrower and its
Subsidiaries for the period ended on such dates, all in conformity with GAAP.

                  (b) Neither the Borrower nor any of its Subsidiaries has any
material obligation, contingent liability or liability for taxes, long-term
leases or unusual forward or long-term commitment which is not reflected in the
Financial Statements referred to in CLAUSE (a) above or in the notes thereto or
permitted by this Agreement other than the Program Contracts and the Cable
Carriage Agreements.

                  (c) The Projections have been prepared by the Borrower in
light of the past operations of its business, and reflect projections for the
fiscal year period beginning on January 1, 2002 on a month by month basis for
the first year and on a quarter by quarter basis thereafter. The Projections are
based upon estimates and assumptions stated therein, all of which the Borrower
believes to be reasonable and fair in light of current conditions and current
facts known to the Borrower and, as of the Effective Date, reflect the
Borrower's good faith and reasonable estimates of the future financial
performance of the Borrower and its Subsidiaries and of the other information
projected therein for the periods set forth therein; PROVIDED that, with respect
to projected financial information, the Loan Parties represent only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

                  (d) The unaudited pro forma consolidated balance sheet of the
Borrower and its Subsidiaries (the "PRO FORMA BALANCE SHEET"), a copy of which
has been delivered to each Lender pursuant to SECTION 3.1, has been prepared as
of May 1, 2002 reflects as of such date, on a pro forma basis, the consolidated
financial condition of the Borrower and its Subsidiaries, and the assumptions
expressed therein were reasonable based on the information available to the
Borrower at the time so furnished and on the Effective Date.

                  SECTION 4.5 MATERIAL ADVERSE CHANGE. Since preparation and
filing with the Securities and Exchange Commission of the financial statements
dated as of December 31, 2001 and notes thereto, as delivered by the Borrower to
each of the Lenders, there has been no Material Adverse Change and there have
been no events or developments that in the aggregate have had a Material Adverse
Effect.

                  SECTION 4.6 SOLVENCY. Both immediately before and after giving
effect to (a) the Loans to be made or extended on the Effective Date or such
other Funding Date, (b) the disbursement of the proceeds of such Loans pursuant
to the instructions of the Borrower, (c) the consummation of the other financing
transactions contemplated hereby and (d) the payment and accrual of all
transaction costs in connection with the foregoing, each Loan Party is Solvent.

                  SECTION 4.7 LITIGATION.

                  (a) Except as set forth on SCHEDULE 4.7, there are no pending
or, to the knowledge of the Borrower, threatened actions, investigations or
proceedings affecting the

                                       58

<Page>

Borrower or any of its Subsidiaries before any court, Governmental Authority or
arbitrator. None of the litigation or proceedings listed on SCHEDULE 4.7, if
adversely determined, would have a Material Adverse Effect. The performance of
any action by the Borrower or any of its Subsidiaries required or contemplated
by any of the Loan Documents or the Network Affiliation Agreements is not
restrained or enjoined (either temporarily, preliminarily or permanently).

                  (b) No Loan 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 the Borrower, is contemplated by any Communications
Regulatory Authority.

                  SECTION 4.8 TAXES.

                  (a) Except as set forth on SCHEDULE 4.8, all federal, state,
local and foreign income and franchise and other material tax returns, reports
and statements (collectively, the "TAX RETURNS") required to be filed by the
Borrower or any of its Tax Affiliates have been filed with the appropriate
Governmental Authorities in all jurisdictions in which such Tax Returns are
required to be filed, all such Tax Returns are true and correct in all material
respects, and all taxes, charges and other impositions reflected therein or
otherwise due and payable have been paid prior to the date on which any fine,
penalty, interest, late charge or loss may be added thereto for non-payment
thereof except where contested in good faith and by appropriate proceedings if
adequate reserves therefor have been established on the books of the Borrower or
such Tax Affiliate in conformity with GAAP. Except as set forth on SCHEDULE 4.8,
no Tax Return is under audit or examination by any Governmental Authority and no
notice of such an audit or examination or any assertion of any claim for Taxes
has been given or made by any Governmental Authority. Proper and accurate
amounts have been withheld by the Borrower and each of its Tax Affiliates from
their respective employees for all periods in compliance in all material
respects with the tax, social security and unemployment withholding provisions
of applicable Requirements of Law and such withholdings have been timely paid to
the respective Governmental Authorities.

                  (b) Except as set forth on SCHEDULE 4.8, neither the Borrower
nor any of its Tax Affiliates has (i) executed or filed with the IRS or any
other Governmental Authority any agreement or other document extending, or
having the effect of extending, the period for the filing of any Tax Return or
the assessment or collection of any charges; (ii) any obligation under any tax
sharing agreement or arrangement other than that to which the Administrative
Agent has a copy prior to the date hereof; or (iii) in the last five years, been
a member of an affiliated, combined or unitary group other than the group of
which the Borrower (or its Tax Affiliate) is the common parent.

                  SECTION 4.9 FULL DISCLOSURE. The information prepared or
furnished by or on behalf of each Loan Party in connection with this Agreement
or the consummation of the financing taken as a whole does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements contained therein or herein not misleading. All facts
known to any Loan Party which are material to an understanding of the financial

                                       59

<Page>

condition, business, properties or prospects of the Borrower and its
Subsidiaries taken as one enterprise have been disclosed to the Lenders;
PROVIDED that, with respect to projected financial information, the Loan Parties
represent only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.

                  SECTION 4.10 MARGIN REGULATIONS. Neither the Borrower nor any
of its Subsidiaries is engaged in the business of extending credit for the
purpose of purchasing or carrying margin stock (within the meaning of Regulation
U of the Federal Reserve Board), and no proceeds of any Borrowing will be used
to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock in violation of Regulations
T, U or X of the Federal Reserve Board.

                  SECTION 4.11 NO BURDENSOME RESTRICTIONS; NO DEFAULTS.

                  (a) Neither the Borrower nor any of its Subsidiaries (i) is a
party to any Contractual Obligation the compliance with which would have a
Material Adverse Effect or the performance of which by any thereof, either
unconditionally or upon the happening of an event, would result in the creation
of a Lien (other than a Lien permitted under SECTION 8.2) on the property or
assets of any thereof or (ii) is subject to any charter or corporate restriction
which would have a Material Adverse Effect.

                  (b) Neither the Borrower nor any of its Subsidiaries is in
default under or with respect to any Contractual Obligation owed by it and, to
the knowledge of the Borrower, no other party is in default under or with
respect to any Contractual Obligation owed to the Borrower or to any of its
Subsidiaries, other than, in either case, those defaults which in the aggregate
would not have a Material Adverse Effect.

                  (c) No Default or Event of Default has occurred and is
continuing.

                  (d) To the best knowledge of the Borrower and each of its
Subsidiaries, there is no Requirement of Law applicable to the Borrower or to
any of its Subsidiaries the compliance with which by such Person would have a
Material Adverse Effect.

                  SECTION 4.12 INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT. Neither the Borrower nor any of its Subsidiaries is (a) an
"INVESTMENT COMPANY" or an "AFFILIATED PERSON" of, or "PROMOTER" or "PRINCIPAL
UNDERWRITER" for, an "INVESTMENT COMPANY," as such terms are defined in the
Investment Company Act of 1940, as amended or (b) a "HOLDING COMPANY," or an
"AFFILIATE" or a "HOLDING COMPANY" or a "SUBSIDIARY COMPANY" of a "HOLDING
COMPANY," as each such term is defined and used in the Public Utility Holding
Act of 1935, as amended.

                  SECTION 4.13 USE OF PROCEEDS. The proceeds of the Tranche A
Loans and the Tranche B Loans shall be used by the Borrower (a) for working
capital and general corporate purposes, PROVIDED, HOWEVER, the proceeds of the
Tranche A Loans shall not be used to make any Restricted Payment whether or not
permitted under this Agreement; (b) to pay fees due to the Agents, the Tranche A
Lenders and Tranche B Lenders, (c) to pay transaction expenses incurred in
connection with this Agreement and (d) in the case of the Tranche B Loans, to
fund amounts required hereunder to be held the Tranche B Interest Reserve
Account for the benefit of the

                                       60

<Page>

Tranche B Lenders to pay interest on the Tranche B Loans. The proceeds of the
Tranche C Loans shall be used by the Borrower solely to fund the Tranche C
Interest Reserve Account.

                  SECTION 4.14 INSURANCE. All policies of insurance of any kind
or nature of the Borrower or any of its Subsidiaries, including policies of
life, fire, theft, product liability, public liability, property damage, other
casualty, business interruption, employee fidelity, workers' compensation and
employee health and welfare insurance, are in full force and effect and are of a
nature and provide such coverage as is sufficient and as is customarily carried
by businesses of the size and character of such Person. Neither the Borrower or
any of its Subsidiaries has been refused insurance for any material coverage
which it had applied or had any policy of insurance terminated (other than at
its request).

                  SECTION 4.15 LABOR MATTERS.

                  (a) There are no strikes, work stoppages, slowdowns or
lockouts pending or threatened against or involving the Borrower or any of its
Subsidiaries, other than those which in the aggregate would not have a Material
Adverse Effect.

                  (b) There are no unfair labor practices, grievances or
complaints pending, or, to the Borrower's knowledge, threatened against or
involving the Borrower or any of its Subsidiaries nor are there any arbitrations
or grievances threatened involving the Borrower or any of its Subsidiaries,
other than those which, in the aggregate, if resolved adversely to the Borrower
or such Subsidiary, would not have a Material Adverse Effect.

                  (c) Except as set forth on SCHEDULE 4.15, as of the Effective
Date, there is no collective bargaining agreement covering any of the employees
of the Borrower or any of its Subsidiaries.

                  (d) SCHEDULE 4.15 sets forth as of the date hereof, all
material consulting agreements, executive employment agreements, executive
compensation plans, deferred compensation agreements, employee stock purchase
and stock option plans and severance plans of the Borrower and its Subsidiaries.

                  SECTION 4.16 ERISA.

                  (a) SCHEDULE 4.16 separately identifies as of the date hereof
all Title IV Plans, all Multiemployer Plans and all of the employee pension
benefit plans within the meaning of Section 3(2) of ERISA to which the Borrower
or any of its Subsidiaries has any obligation or liability, contingent or
otherwise.

                  (b) Each employee benefit plan of the Borrower or any of its
Subsidiaries which is intended to qualify under Section 401 of the Code does so
qualify, and any trust created thereunder is exempt from tax under the
provisions of Section 501 of the Code, except where such failures in the
aggregate would not have a Material Adverse Effect.

                  (c) Each Title IV Plan is in compliance in all material
respects with applicable provisions of ERISA, the Code and other Requirements of
Law except for non-compliances that in the aggregate would not have a Material
Adverse Effect.

                                       61

<Page>

                  (d) There has been no, nor is there reasonably expected to
occur, any ERISA Event which would have a Material Adverse Effect.

                  (e) Neither the Borrower nor any of its Subsidiaries or any
ERISA Affiliate would have any Withdrawal Liability as a result of a complete
withdrawal as of the date hereof from any Multiemployer Plan.

                  SECTION 4.17 ENVIRONMENTAL MATTERS.

                  (a) The operations of the Borrower and each of its
Subsidiaries have been and are in compliance with all Environmental Laws,
including obtaining and complying with all environmental, health and safety
Permits required by Environmental Laws, other than non-compliances that in the
aggregate would not have a reasonable likelihood of the Borrower and its
Subsidiaries incurring Environmental Liabilities and Costs in excess of
$1,000,000.

                  (b) Neither the Borrower nor any of its Subsidiaries or any
real property currently or, to the knowledge of the Borrower, previously owned,
operated or leased by or for the Borrower or any of its Subsidiaries is subject
to any pending or, to the knowledge of the Borrower, threatened, claim, order,
agreement, notice of violation, notice of potential liability or is the subject
of any pending or threatened proceeding or governmental investigation under or
pursuant to Environmental Laws other than those that in the aggregate would not
have a reasonable likelihood of the Borrower and its Subsidiaries incurring
Environmental Liabilities and Costs in excess of $1,000,000.

                  (c) Neither the Borrower nor any of its Subsidiaries is a
treatment, storage or disposal facility requiring a permit under the Resource
Conservation and Recovery Act, 42 U.S.C. Section 6901 ET SEQ., the regulations
thereunder or any state analog.

                  (d) There are no facts, circumstances or conditions arising
out of or relating to the operations or ownership of real property owned,
operated or leased by the Borrower or any of its Subsidiaries, including, but
not limited to a Release of Contaminants, which are not specifically included in
the financial information furnished to the Lenders other than those that in the
aggregate would not have a reasonable likelihood of the Borrower and its
Subsidiaries incurring Environmental Liabilities and Costs in excess of
$1,000,000.

                  (e) As of the date hereof, no Environmental Lien has attached
to any property of the Borrower or any of its Subsidiaries and, to the knowledge
of the Borrower, no facts, circumstance or conditions exist that could
reasonably be expected to result in any such Lien attaching to any such
property. SCHEDULE 4.17 sets forth all underground storage tanks ("USTs")
located on any real property owned, operated or leased by Borrower or any of its
Subsidiaries and over which Borrower a Subsidiary has control, and the size,
age, and content of each UST.

                  (f) The Borrower has provided the Lenders with copies of all
environmental, health or safety audits, studies, assessments, inspections,
investigations or other environmental health and safety reports relating to the
operations of the Borrower or any of its Subsidiaries or any of their real
property (including, but not limited to, tank tightness tests, Phase I
Environmental Site Assessment and Phase II Environmental Site Assessments) that
are in the possession, custody or control of the Borrower or any of its
Subsidiaries.

                                       62

<Page>

                  SECTION 4.18 INTELLECTUAL PROPERTY MATTERS.

                  (a) Set forth on SCHEDULE 4.18 is a complete and accurate list
of all registered licenses, permits, patents, patent applications, trademarks,
trademark applications, service marks, trade names, copyrights, copyright
applications, franchises, authorizations and other intellectual property rights
of the Borrower and each of its Subsidiaries, showing, as of the Effective Date
in the case of registered intellectual property, the jurisdiction in which
registered, the registration number and the date of registration.

                  (b) The Borrower and each of its Subsidiaries own or license
or otherwise have the right to use all licenses, permits, patents, patent
applications, trademarks, trademark applications, service marks, trade names,
copyrights, copyright applications, franchises, authorizations and other
intellectual property rights (including all Intellectual Property as defined in
the Pledge and Security Agreements) that are necessary for the operations of
their respective businesses, without any known infringement upon or conflict
with the rights of any other Person with respect thereto, including all trade
names associated with any private label brands of the Borrower or any of its
Subsidiaries.

                  (c) To the Borrower's knowledge, no slogan or other
advertising device, product, process, method, substance, part or component, or
other material now employed, or now contemplated to be employed, by the Borrower
or any of its Subsidiaries infringes upon or conflicts with any rights owned by
any other Person, and no claim or litigation regarding any of the foregoing is
pending or, to the knowledge of the Borrower, threatened.

                  SECTION 4.19 TITLE.

                  (a) The Borrower and each of its Subsidiaries has good and
marketable title to, or valid leasehold interests in, all real property set
forth on SCHEDULE 4.19, and good title to all personal property purported to be
owned by it (other than assets disposed of in the ordinary course of business),
including those reflected on the most recent Financial Statements delivered by
the Borrower, and none of such properties and assets is subject to any Lien,
except Liens permitted under SECTION 8.2. The Borrower and each of its
Subsidiaries has received all deeds, assignments, waivers, consents,
non-disturbance and recognition or similar agreements, bills of sale and other
documents, and have duly effected all recordings, filings and other actions
reasonably necessary to establish, protect and perfect the Borrower's and each
of its Subsidiaries' right, title and interest in and to all such property.
SCHEDULE 4.19 indicates which of such real property is owned and which is
leased, and lists the agreements pursuant to which any such property is leased.

                  (b) All Permits required to have been issued or appropriate to
enable all real property owned or leased by the Borrower or any of its
Subsidiaries to be lawfully occupied and used for all of the purposes for which
they are currently occupied and used have been lawfully issued and are in full
force and effect, other than those which in the aggregate would not have a
Material Adverse Effect.

                  (c) To the knowledge of the Borrower or any applicable
Subsidiary, none of the facilities used in connection with the Borrower's or any
of its Subsidiaries' television

                                       63

<Page>

broadcasting operations (including without limitation, the transmitter and tower
sites owned or used by the Borrower or any Subsidiary thereof) 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 present uses thereof by
the Borrower or its Subsidiaries.

                  (d) Neither the Borrower nor any of its Subsidiaries has
received any notice, or has any knowledge, of any pending, threatened or
contemplated condemnation proceeding affecting any real property owned or leased
by the Borrower or any of its Subsidiaries or any part thereof, except those
which, in the aggregate, would not have a Material Adverse Effect.

                  SECTION 4.20 ISSUANCE OF STOCK AND SUBORDINATED INDEBTEDNESS.
The Borrower's common Stock and Exchangeable Preferred Stock have been duly and
validly issued, fully paid and nonassessable. No stockholder of the Borrower has
or will have any preemptive rights to subscribe for any additional Securities of
the Borrower. The Existing Subordinated Note Documents (and all other
Subordinated Indebtedness) are the legally valid and binding obligations of the
Borrower, enforceable against the Borrower 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 the Borrower hereunder are and
will be within the definition of "SENIOR DEBT" included in such provisions. The
issuance and sale of the Borrower's common 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.

                  SECTION 4.21 LENDERS. None of the Administrative Agent, the
Collateral Agents or 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.

                  SECTION 4.22 FCC LICENSES AND APPROVALS.

                  (a) The Borrower and each of its Subsidiaries 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.

                  (b) Set forth in SCHEDULE 4.22 is a complete list of all FCC
Licenses, and the termination date thereof, of the Borrower and each of its
Subsidiaries.

                  (c) Each such FCC License which is materially necessary to the
operation of the business of the Borrower or any of its Subsidiaries is validly
issued and in full force and effect, and constitutes in all material respects,
all of the authorization from any Communications

                                       64

<Page>

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.

                  (d) The Borrower and each of its Subsidiaries have taken all
material actions and performed all of their material obligations that are
necessary to maintain such 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.

                  (e) 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 the Borrower can now reasonably foresee)
materially adversely affect any of the rights of the Borrower or any Subsidiary
thereof.

                  (f) None of the FCC Licenses requires that any present
stockholder, director, officer or employee of the Borrower or any Subsidiary
thereof 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.

                  (g) Neither the Borrower nor any of its Subsidiaries 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.

                  (h) Neither the Borrower nor any of its Subsidiaries 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 4.22 will not be
renewed in the ordinary course. The Borrower and each of its Subsidiaries 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 and is maintaining all records and information
necessary for filing such material reports, applications, documents, instruments
and information.

                  (i) Each Ownership Report filed by the Borrower or any of its
Subsidiaries with the FCC was true, correct and complete in all material
respects as of the date of such filing.

                  SECTION 4.23 LOANS PERMITTED UNDER SUBORDINATED DEBT
DOCUMENTS. All outstanding loans under the Existing Credit Agreement are, and
since the date of borrowing thereof have been, and all Loans requested hereunder
will be at the time of such request, 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 Indenture, Section 1008 of the
8-7/8% Subordinated Note Indenture.

                  SECTION 4.24 OUTSTANDING LOANS. None of the Mortgage Documents
has 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

                                       65

<Page>

governmental authority by reason of the borrowing, repayment or prepayment, and
subsequent reborrowing of any loans under the Existing Credit Agreement.

                  SECTION 4.25 NETWORK AFFILIATION AGREEMENTS

                  (a) Set forth on SCHEDULE 4.25 hereto is a complete and
accurate list of all Network Affiliation Agreements and Cable Carriage
Agreements of the Borrower and each of its Subsidiaries.

                  (b) The execution, delivery and performance by the Borrower
and each of its Subsidiaries of the Network Affiliation Agreements and Cable
Carriage Agreements to which it is a party and the consummation of the
transactions contemplated thereby by such Person:

                      (i) do not and will not (A) contravene or violate the
           Borrower's or any of its Subsidiaries' respective Constituent
           Documents, (B) violate any other Requirement of Law applicable to the
           Borrower or any of its Subsidiaries, or any order or decree of any
           Governmental Authority or arbitrator, (C) conflict with or result in
           the breach of, or constitute a default under, or result in or permit
           the termination or acceleration of, any Contractual Obligation of the
           Borrower or any of its Subsidiaries, except for those that in the
           aggregate would not have a Material Adverse Effect or (D) result in
           the creation or imposition of any Lien upon any of the property of
           the Borrower or any of its Subsidiaries; and

                      (ii) do not require the consent of, authorization by,
           approval of, notice to, or filing or registration with, any
           Governmental Authority or any other Person, other than those which
           will have been obtained or made at the Effective Date, each of which
           will be in full force and effect on the Effective Date.

                  (c) Each of the Network Affiliation Agreements and Cable
Carriage Agreements has been, or at the Effective Date will have been, duly
executed and delivered by the Loan Party that is party thereto and at the
Effective Date will be the legal, valid and binding obligation of such Loan
Party, enforceable against such Loan Party in accordance with its terms.

                  (d) None of the Network Affiliation Agreements or Cable
Carriage Agreements has been amended or modified in any respect and no provision
therein has been waived, except in each case to the extent permitted by SECTION
8.12, and each of the representations and warranties therein is true and correct
in all material respects and no default or event which with the giving of notice
or lapse of time or both would be a default has occurred thereunder.

                  SECTION 4.26 INACTIVE SUBSIDIARY The Inactive Subsidiary (i)
has assets with an aggregate Fair Market Value of less than $10,000, (ii) has
not conducted any business or operations since January 1, 2000 and (iii) is
classified as inactive or dormant by the Borrower's internal records.

                                       66

<Page>

                                   ARTICLE V
                               FINANCIAL COVENANTS

                  As long as any of the Obligations or the Loans remain
outstanding, unless (a) with respect to the Tranche A Loan Parties, the
Requisite Tranche A Lenders, and (b) with respect to the Tranche B Loan Parties,
the Requisite Tranche B Lenders, otherwise consent in writing, the Borrower each
agrees with the Lenders and the Administrative Agent that:

                  SECTION 5.1 MINIMUM NET REVENUE. The Borrower shall not permit
Net Revenues for Tranche A Loan Parties and Tranche B Loan Parties, to be less
than the amount set forth below with respect to such Loan Parties, for such
period, with such amount being calculated on a cumulative basis beginning March
31, 2002, for the last two Fiscal Quarters of 2002 and the first Fiscal Quarter
of 2003, and for each successive Fiscal Quarter thereafter, such amount shall be
determined with reference to the twelve-month period ending on such day:

<Table>
<Caption>
                                               Tranche A         Tranche B
       Period            Time Measured        Loan Parties      Loan Parties
-------------------------------------------------------------------------------
<S>                      <C>                 <C>               <C>
      06/30/02              3 Months            $16,000,000         $7,000,000

      09/30/02              6 Months            $30,100,000        $13,200,000

      12/31/02              9 Months            $47,300,000        $20,900,000

      03/31/03             12 Months            $60,700,000        $27,700,000

      06/30/03             12 Months            $60,800,000        $29,900,000

      09/30/03             12 Months            $60,900,000        $32,500,000

      12/31/03             12 Months            $60,900,000        $36,000,000

      03/31/04             12 Months            $61,800,000        $36,900,000
</Table>

SECTION 5.2 MINIMUM ADJUSTED BROADCAST CASH FLOW. The Borrower shall not permit
Adjusted Broadcast Cash Flow for Tranche A Loan Parties and the Tranche B Loan
Parties to be less than the amount set forth below with respect to such Loan
Parties for such Fiscal Quarter, such amount being calculated on a cumulative
basis beginning March 31, 2002, for the last two Fiscal Quarters of 2002 and the
first Fiscal Quarter of 2003. For each successive Fiscal Quarter thereafter,
such amount shall be determined with reference to the twelve-month period ending
on such day:

<Table>
<Caption>
                                              Tranche A         Tranche B
       Period            Time Measured       Loan Parties      Loan Parties
------------------------------------------------------------------------------
<S>                      <C>                 <C>               <C>
      06/30/02              3 Months             $5,500,000       ($2,600,000)

      09/30/02              6 Months             $8,300,000       ($4,400,000)

      12/31/02              9 Months            $14,800,000       ($6,500,000)

      03/31/03             12 Months            $17,500,000       ($9,300,000)
</Table>


                                       67

<Page>

<Table>
<Caption>
                                              Tranche A         Tranche B
       Period            Time Measured       Loan Parties      Loan Parties
------------------------------------------------------------------------------
<S>                      <C>                 <C>               <C>

      06/30/03             12 Months            $17,600,000       ($6,700,000)

      09/30/03             12 Months            $18,200,000       ($5,300,000)

      12/31/03             12 Months            $18,000,000       ($1,400,000)

      03/31/04             12 Months            $18,400,000       ($1,400,000)
</Table>


                  SECTION 5.3 MINIMUM EBITDA. The Borrower shall not permit
EBITDA for the Borrower and its Subsidiaries, to be less than the amount set
forth below for such period, with such amount being calculated on a cumulative
basis beginning March 31, 2002, for the last two Fiscal Quarters of 2002 and the
first Fiscal Quarter of 2003. For each successive Fiscal Quarter thereafter,
such amount shall be determined with reference to the twelve-month period ending
on such day.

<Table>
<Caption>
      Period           Time Measured          Consolidated
-----------------------------------------------------------
<S>                    <C>                    <C>
     06/30/02             3 Months              ($200,000)

     09/30/02             6 Months            ($1,900,000)

     12/31/02             9 Months              ($700,000)

     03/31/03            12 Months            ($3,800,000)

     06/30/03            12 Months            ($1,200,000)

     09/30/03            12 Months                $400,000

     12/31/03            12 Months              $4,000,000

     03/31/04            12 Months              $4,400,000
</Table>


                  SECTION 5.4 MINIMUM WORKING CAPITAL. The Borrower and its
Subsidiaries shall maintain, during each Fiscal Quarter, a minimum Working
Capital balance of not less than $5,000,000, calculated as of the last day of
each Fiscal Quarter.


                                       68

<Page>

                  SECTION 5.5 MAXIMUM CAPITAL EXPENDITURES.

                  The Borrower shall not permit Capital Expenditures, during the
three month periods ending on the dates set forth below to be greater than the
amount set forth below for such period; PROVIDED, HOWEVER, to the extent such
Capital Expenditures allowed in any one Fiscal Quarter are not used, the unused
amount may be carried over up to a maximum of three Fiscal Quarters only:

<Table>
<Caption>
                                   Three months               Consolidated
                                       ended
                                -------------------------------------------
<S>                                                           <C>
                                      06/30/02                  $4,800,000
                                      09/30/02                  $6,200,000
                                      12/31/02                  $7,300,000
                                      03/31/03                  $1,000,000
                                      06/30/03                  $2,000,000
                                      09/30/03                  $2,000,000
                                      12/31/03                  $2,000,000
                                      03/31/04                  $1,000,000
</Table>


                  SECTION 5.6 MINIMUM CASH BALANCE As of each Cash Balance
Testing Date, the sum of the Cash Balance plus, as long as no Default or Event
of Default has occurred and is continuing, the aggregate amount of any undrawn
Commitments hereunder, shall be not less than the sum of (a) $4,000,000 plus (b)
the aggregate amount of payments due on the Existing Subordinated Notes during
the 30 day period following such Cash Balance Testing Date.

                  SECTION 5.7 ADJUSTMENT OF FINANCIAL COVENANTS. Notwithstanding
the foregoing, upon sale of the Stock, assets or FCC Licenses of any of the Loan
Parties, each of the covenants set forth above in SECTIONS 5.1, 5.2, 5.3, 5.4,
5.5 and 5.6 shall be adjusted, in the case of the covenants under SECTION 5.1
and 5.2 applicable to the Tranche A Loan Parties, by the Requisite Tranche A
Lenders, in the case of the covenants under SECTION 5.1 and 5.2 applicable to
the Requisite Tranche B Loan Parties, by the Requisite Tranche B Lenders, and in
the case of covenants set forth in SECTION 5.3, 5.4, 5.5 and 5.6, the Requisite
Lenders, to take into consideration, on a PRO FORMA basis, such sale and the
application of proceeds therefrom.

                                   ARTICLE VI
                               REPORTING COVENANTS

                  As long as any of the Obligations or the Commitments remain
outstanding, unless the Requisite Lenders and the Administrative Agent otherwise
consent in writing, the Borrower agrees with the Lenders and the Administrative
Agent that:

                                       69

<Page>

                  SECTION 6.1 FINANCIAL STATEMENTS. The Borrower shall furnish
to the Administrative Agent and each Lender the following:

                  (a) MONTHLY REPORTS. Within 30 days after the end of each
fiscal month in each Fiscal Year, financial information regarding the Borrower
and its Subsidiaries consisting of (i) consolidated and consolidating unaudited
balance sheets as of the close of such month, (ii) the related consolidated and
consolidating statements of income for such month and that portion of the
current Fiscal Year ending as of the close of such month, (iii) monthly station
operating statements setting forth revenue, expenses and broadcast cash flow for
each station, (iv) capital expenditure schedules for such month and that portion
of the current Fiscal Year ending as of the close of such month, in each case,
setting forth in comparative form the figures for the corresponding period in
the prior year and the figures contained in the Projections for the current
Fiscal Year, in each case certified by a Responsible Officer of the Borrower as
fairly presenting, where applicable, the consolidated and consolidating
financial position of the Borrower and its Subsidiaries as at the dates
indicated and the results of their operations and cash flow for the periods
indicated in accordance with GAAP (subject to the absence of footnote disclosure
and normal year-end audit adjustments), (v) a sales pacing report prepared by
the Borrower closest to the date prior to delivery of the monthly reports
pursuant to this CLAUSE (a) and (vi) a certificate of the Chief Financial
Officer of the Borrower setting forth in reasonable detail compliance with
SECTION 5.6 as of the Cash Balance Testing Date that occurs during the current
fiscal month immediately prior to the date of delivery of such information.

                  (b) QUARTERLY REPORTS. Within 45 days after the end of each of
the first three Fiscal Quarters of each Fiscal Year, financial information
regarding the Borrower and its Subsidiaries consisting of (i) consolidated and
consolidating unaudited balance sheets as of the close of such quarter and the
related consolidated and consolidating statements of income and cash flow for
such quarter and that portion of the Fiscal Year ending as of the close of such
quarter, setting forth in comparative form the figures for the corresponding
period in the prior year and the figures contained in the Projections for the
current Fiscal Year, and (ii) reports setting forth the aggregate amount of each
of the accounts receivable by the Borrower and its Subsidiaries and listing such
amounts according to the number of days such accounts are past due, in each case
certified by a Responsible Officer of the Borrower as fairly presenting the
consolidated and consolidating financial position of the Borrower and its
Subsidiaries as at the dates indicated and the results of their operations and
cash flow for the periods indicated in accordance with GAAP (subject to the
absence of footnote disclosure and normal year-end audit adjustments).

                  (c) ANNUAL REPORTS. Within 90 days after the end of each
Fiscal Year, financial information regarding the Borrower and its Subsidiaries
consisting of consolidated and consolidating balance sheets of the Borrower and
its Subsidiaries as of the end of such year and related statements of income and
cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all
prepared in conformity with GAAP and certified, in the case of such consolidated
financial statements, without qualification as to the scope of the audit or as
to the Borrower being a going concern (other than with respect to the due date
of the Obligations) by Ernst & Young LLP or other independent public accountants
of recognized national standing acceptable to the Administrative Agent, together
with the report of such accounting firm stating that (i) such financial
statements fairly present the consolidated financial position of the Borrower
and its

                                       70

<Page>

Subsidiaries as at the dates indicated and the results of their operations and
cash flow for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years (except for changes with which such independent
certified public accountants shall concur and which shall have been disclosed in
the notes to the financial statements), and (ii) to the extent permitted by
accounting rules and guidelines, the examination by such accountants in
connection with such consolidated financial statements has been made in
accordance with generally accepted auditing standards, and accompanied by a
certificate stating that in the course of the regular audit of the business of
the Borrower and its Subsidiaries such accounting firm has obtained no knowledge
that a Default or Event of Default in respect of the financial covenants
contained in ARTICLE V has occurred and is continuing, or, if in the opinion of
such accounting firm, a Default or Event of Default has occurred and is
continuing in respect of such financial covenants, a statement as to the nature
thereof; PROVIDED that such accountants shall not be liable to the Lenders for
failure to obtain knowledge of any Default or Event of Default.

                  (d) COMPLIANCE CERTIFICATE. Together with each delivery of any
financial statement pursuant to CLAUSES (b) and (c) of this SECTION 6.1, a
certificate of a Responsible Officer of the Borrower (each, a "COMPLIANCE
CERTIFICATE") (i) showing in reasonable detail the calculations used in
demonstrating compliance with each of the financial covenants contained in
ARTICLE V and (ii) stating that no Default or Event of Default has occurred and
is continuing or, if a Default or an Event of Default has occurred and is
continuing, stating the nature thereof and the action which the Borrower
proposes to take with respect thereto.

                  (e) BUSINESS PLAN. Not later than 30 days after the end of
each Fiscal Year, and containing substantially the types of financial
information contained in the Projections, the annual business plan of the
Borrower for the next succeeding Fiscal Year, including (i) forecasts prepared
by management of the Borrower for each fiscal month in the next succeeding
Fiscal Year, and (ii) forecasts prepared by management of the Borrower for each
of the succeeding Fiscal Years through the Fiscal Year in which the Maturity
Date is scheduled to occur, including, in each instance described in CLAUSE (i)
and CLAUSE (ii) above, (A) a projected year-end consolidated balance sheet and
income statement and statement of cash flows and (B) a statement of all of the
material assumptions on which such forecasts are based; in addition to the
foregoing, not later than 60 days after the end of each Fiscal Year, the
foregoing Business Plan in the form approved by the Board of Directors, if
different from the Business Plan previously provided.

                  (f) MANAGEMENT LETTERS, ETC. Within five Business Days after
receipt thereof by any Loan Party, copies of each management letter, exception
report or similar letter or report received by such Loan Party from its
independent certified public accountants;

                  (g) INTERCOMPANY LOAN BALANCES. Together with each delivery of
any financial statement pursuant to CLAUSE (a) of this SECTION 6.1, a summary of
the outstanding balance of all intercompany Indebtedness as of the last day of
the fiscal month covered by such financial statement, certified by a Responsible
Officer of the Borrower.

                  SECTION 6.2 CERTAIN NOTICES. As soon as practicable, and in
any event within five Business Days after a Responsible Officer of any Loan
Party has actual knowledge of the existence of any Default or Event of Default,
or other event which has had a Material Adverse

                                       71

<Page>

Effect or which has any reasonable likelihood of causing or resulting in a
Material Adverse Change, the Borrower shall give the Administrative Agent notice
specifying the nature of such Default or Event of Default or other event,
including the anticipated effect thereof, which notice, if given by telephone,
shall be promptly confirmed in writing on the next Business Day.

                  SECTION 6.3 LITIGATION. Promptly after the commencement
thereof, the Borrower shall give the Administrative Agent written notice of the
commencement of all actions, suits and proceedings before any domestic or
foreign Governmental Authority or arbitrator, affecting the Borrower or any of
its Subsidiaries, which in the reasonable judgment of the Borrower or such
Subsidiary, expose the Borrower or such Subsidiary to liability in an amount
aggregating $1,000,000 or more or which, if adversely determined, would have a
Material Adverse Effect.

                  SECTION 6.4 ASSET SALES. No less than 60 days prior to any
proposed Asset Sale anticipated to generate in excess of $1,000,000 in Net Cash
Proceeds, the Borrower shall send the Administrative Agent a notice (a)
describing such Asset Sale or the nature and material terms and conditions of
such transaction and (b) stating the estimated Net Cash Proceeds anticipated to
be received by the applicable the Borrower or any of its Subsidiaries.

                  SECTION 6.5 NOTICES UNDER NETWORK AFFILIATION AGREEMENTS AND
CABLE CARRIAGE AGREEMENTS. Promptly after the sending or filing thereof, the
Borrower shall send the Administrative Agent copies of all material notices,
certificates or reports delivered pursuant to any Network Affiliation Agreement
or any Cable Carriage Agreement.

                  SECTION 6.6 SEC FILINGS; PRESS RELEASES. Promptly after the
sending or filing thereof, the Borrower shall send the Administrative Agent and
Lenders copies of (a) all reports which the Borrower sends to its security
holders generally, (b) all reports and registration statements which the
Borrower or any of its Subsidiaries files with the Securities and Exchange
Commission or any national securities exchange, (c) all press releases and (d)
all other statements concerning material changes or developments in the business
of such Loan Party made available by any Loan Party to the public, and to the
Administrative Agent only, all Ownership Reports filed with the FCC.

                  SECTION 6.7 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 the
Borrower 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, the Borrower shall send the Administrative Agent an Officers'
Certificate specifying the nature of such event, the period of existence
thereof, and what action the Borrower and its Subsidiaries are taking or propose
to take with respect thereto.

                  SECTION 6.8 LABOR RELATIONS. Promptly after becoming aware of
the same, the Borrower shall give the Administrative Agent written notice of (a)
any material labor dispute to which the Borrower of any of its Subsidiaries is
or may become a party, including any strikes, lockouts or other disputes
relating to any of such Person's plants and other facilities, and (b) any Worker
Adjustment and Retraining Notification Act or related liability incurred with
respect to

                                       72

<Page>

the closing of any plant or other facility of any of such Person, if, in either
case the liability to the Borrower or any Subsidiary in is excess of $1,000,000.

                  SECTION 6.9 TAX RETURNS. Upon the request of any Lender,
through the Administrative Agent, the Borrower will provide copies of all
federal, state and local tax returns and reports filed by the Borrower or any of
its Subsidiaries in respect of taxes measured by income (excluding sales, use
and like taxes).

                  SECTION 6.10 INSURANCE. As soon as is practicable and in any
event within 90 days after the end of each Fiscal Year, the Borrower will
furnish the Administrative Agent (in sufficient copies for each of the Lenders)
with (a) a report in form and substance satisfactory to the Administrative Agent
and the Lenders outlining all material insurance coverage maintained as of the
date of such report by the Borrower and its Subsidiaries and the duration of
such coverage and (b) an insurance broker's statement that all premiums then due
and payable with respect to such coverage have been paid.

                  SECTION 6.11 ERISA MATTERS. The Borrower shall furnish the
Administrative Agent (with sufficient copies for each of the Lenders):

                  (a) promptly and in any event within 30 days after the
Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to
know that any ERISA Event has occurred if the amount of all liabilities and
deficiencies which could result therefrom, whether or not assessed, exceeds
$1,000,000 in the aggregate, written notice thereof;

                  (b) promptly and in any event within 10 days after the
Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to
know that a request for a minimum funding waiver under Section 412 of the Code
has been filed with respect to any Title IV Plan or Multiemployer Plan, a
written statement of a Responsible Officer of the Borrower describing such ERISA
Event or waiver request and the action, if any, which the Borrower, its
Subsidiaries and ERISA Affiliates propose to take with respect thereto and a
copy of any notice filed with the PBGC or the IRS pertaining thereto;

                  (c) simultaneously with the date that the Borrower, any of its
Subsidiaries or any ERISA Affiliate files a notice of intent to terminate any
Title IV Plan, if such termination would require material additional
contributions in order to be considered a standard termination within the
meaning of Section 4041(b) of ERISA, a copy of each notice.

                  SECTION 6.12 ENVIRONMENTAL MATTERS. The Borrower shall provide
the Administrative Agent promptly and in any event within 10 days of the
Borrower or any of its Subsidiaries learning of any of the following, written
notice of any of the following:

                  (a) that the Borrower or any of its Subsidiaries is or may be
liable to any Person as a result of a Release or threatened Release which could
reasonably be expected to subject such Loan Party to Environmental Liabilities
and Costs of $1,000,000 or more;

                  (b) the receipt by the Borrower or any of its Subsidiaries of
notification that any real or personal property of such Loan Party is or is
reasonably likely to be subject to any Environmental Lien;

                                       73

<Page>

                  (c) the receipt by the Borrower or any of its Subsidiaries of
any notice of violation of or potential liability under, or knowledge by such
Loan Party that there exists a condition which could reasonably be expected to
result in a violation of or liability under any Environmental Law, except for
violations and liabilities the consequence of which in the aggregate would have
no reasonable likelihood of subjecting the Borrower and its Subsidiaries
collectively to Environmental Liabilities and Costs of $1,000,000 or more;

                  (d) the commencement of any judicial or administrative
proceeding or investigation alleging a violation of or liability under any
Environmental Law, which in the aggregate, if adversely determined, would have a
reasonable likelihood of subjecting the Borrower and its Subsidiaries
collectively to Environmental Liabilities and Costs of $1,000,000 or more;

                  (e) any proposed acquisition of stock, assets or real estate,
or any proposed leasing of property, or any other action by the Borrower or any
of its Subsidiaries other than those the consequences of which in the aggregate
have reasonable likelihood of subjecting the Borrower and its Subsidiaries
collectively to any Environmental Liabilities and Costs in excess of $1,000,000;

                  (f) any proposed action by the Borrower or any of its
Subsidiaries or any proposed change in Environmental Laws which in the aggregate
have a reasonable likelihood of requiring the Borrower or any of its
Subsidiaries to obtain additional environmental, health or safety Permits or
make additional capital improvements to obtain compliance with Environmental
Laws that in the aggregate would cost $1,000,000 or more or subject the Borrower
and its Subsidiaries collectively to additional Environmental Liabilities and
Costs of $1,000,000 or more; and

                  (g) upon written request by any Lender through the
Administrative Agent, a report providing an update of the status of any
environmental, health or safety compliance, hazard or liability issue identified
in any notice or report delivered pursuant to this Agreement.

                  SECTION 6.13 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
the Borrower with respect to the Borrower's and its Subsidiaries' broadcast
stations.

                  SECTION 6.14 BOARD OF DIRECTORS. With reasonable promptness,
written notice of any change in the Board of Directors of the Borrower or any of
its Subsidiaries.

                  SECTION 6.15 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 the Borrower.

                                       74

<Page>

                  SECTION 6.16 CHANGES IN NAME. The Borrower shall notify the
Collateral Agent at least 30 days prior to any change in name, identity, state
of incorporation or formation, or corporate or other structure of the Borrower
or any of its Subsidiaries, or of any change in the call letters of any of the
television stations owned or operated by the Borrower or any of its Subsidiaries
and shall provide such documentation with respect thereto as is required by the
Tranche A Pledge and Security Agreement or the Tranche B Pledge and Security
Agreement, as applicable.

                  SECTION 6.17 OTHER INFORMATION. The Borrower will provide the
Administrative Agent or any Lender through the Administrative Agent with such
other information respecting the business, properties, condition, financial or
otherwise, or operations of the Borrower or any of its Subsidiaries as any
Lender through the Administrative Agent may from time to time reasonably
request.

                                  ARTICLE VII
                              AFFIRMATIVE COVENANTS

                  As long as the Obligations or the Commitments remain
outstanding, unless the Requisite Lenders and the Administrative Agent otherwise
consent in writing, the Borrower, with respect to itself and its Subsidiaries,
agrees with the Lenders and the Administrative Agent that:

                  SECTION 7.1 PRESERVATION OF CORPORATE EXISTENCE, ETC. The
Borrower shall, and shall cause each of its Subsidiaries to, preserve and
maintain its corporate existence, rights (charter and statutory) and franchises
(including, without limitation, all FCC Licenses), except as permitted by
SECTIONS 8.4 and 8.6.

                  SECTION 7.2 COMPLIANCE WITH LAWS, ETC. The Borrower shall, and
shall cause each of its Subsidiaries to, comply with all applicable Requirements
of Law, Contractual Obligations and Permits, except where the failure so to
comply would not in the aggregate have a Material Adverse Effect. The Borrower
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.

                  SECTION 7.3 CONDUCT OF BUSINESS. The Borrower shall, and shall
cause each of its Subsidiaries to, (a) conduct its business in the ordinary
course consistent with past practice, (b) use its reasonable efforts, in the
ordinary course and consistent with past practice, to preserve its business and
the goodwill and business of the customers, advertisers, suppliers and others
having business relations with the Borrower or any of its Subsidiaries, except
in each case where the failure to comply with the covenants in each of clauses
(a) and (b) above would not in the aggregate have a Material Adverse Effect.

                                       75

<Page>

                  SECTION 7.4 PAYMENT OF TAXES, ETC. The Borrower shall, and
shall cause each of its Subsidiaries to, pay and discharge before the same shall
become delinquent, all lawful governmental claims, taxes, assessments, charges
and levies, except where contested in good faith, by proper proceedings and
adequate reserves therefor have been established on the books of the Borrower or
the appropriate Subsidiary in conformity with GAAP.

                  SECTION 7.5 MAINTENANCE OF INSURANCE. The Borrower shall (i)
maintain, and cause to be maintained for each of its Subsidiaries insurance with
responsible and reputable insurance companies or associations in such amounts
and covering such risks as is usually carried by companies engaged in similar
businesses and owning similar properties in the same general areas in which the
Borrower or such Subsidiary operates, and such other insurance as may be
reasonably requested by in the case of Tranche A Collateral, the Requisite
Tranche A Lenders and in the case of Tranche B Collateral, the Requisite Tranche
B Lenders, and, in any event, all insurance required by any Collateral Documents
and (ii) cause all such insurance to name the Collateral Agent, on behalf of the
Secured Parties, as additional insured or loss payee, as appropriate, and to
provide that no cancellation, material addition in amount or material change in
coverage shall be effective until after 30 days' written notice thereof to the
Administrative Agent.

                  SECTION 7.6 REINVESTMENT OF INSURANCE PROCEEDS.

                  (a) Other than following and during the continuance of an
Event of Default, upon receipt by the Borrower or any Subsidiary of the Borrower
of Net Cash Proceeds arising from a Property Loss Event, the Borrower shall
promptly deliver a Reinvestment Notice to the Administrative Agent and prepay
the Loans in an amount equal to the Reinvestment Prepayment Amount applicable to
such Reinvestment Event, if any, on the Reinvestment Prepayment Date with
respect to such Reinvestment Event and, pending application of such proceeds as
specified in the Reinvestment Notice, shall pay the same to the Collateral Agent
to be held in the applicable Cash Collateral Account. Any amounts prepaid
pursuant to this SECTION 7.6 shall be applied in accordance with SECTION 2.6 as
if an Event of Default is continuing.

                  (b) Following and during the continuance of an Event of
Default, upon receipt by the Borrower or any Subsidiary of the Borrower of Net
Cash Proceeds arising from a Property Loss Event, the Borrower shall immediately
apply such amounts in accordance with SECTION 2.6.

                  SECTION 7.7 ACCESS. The Borrower shall from time to time,
permit the Administrative Agent and the Lenders, or any agents or
representatives thereof, within two Business Days after written notification of
the same (except that during the continuance of an Event of Default, no such
notice shall be required) to (a) examine and make copies of and abstracts from
the records and books of account of the Borrower and each of its Subsidiaries,
(b) visit the properties of the Borrower and each of its Subsidiaries, (c)
discuss the affairs, finances and accounts of the Borrower and each of its
Subsidiaries with any of their respective officers or directors, and (d)
communicate directly with the Borrower's independent certified public
accountants or other advisors. The Borrower shall authorize its independent
certified public accountants to disclose to the Administrative Agent or any
Lender any and all financial statements and other information of any kind, as
the Administrative Agent or any Lender reasonably requests from the Borrower and
which such accountants may have with respect to the

                                       76

<Page>

business, financial condition, results of operations or other affairs of the
Borrower or any of its Subsidiaries.

                  SECTION 7.8 KEEPING OF BOOKS. The Borrower shall, and shall
cause each of its Subsidiaries to keep, proper books of record and account, in
which full and correct entries shall be made in conformity with GAAP of all
financial transactions and the assets and business of the Borrower and each
Subsidiary.

                  SECTION 7.9 MAINTENANCE OF PROPERTIES, ETC. The Borrower
shall, and shall cause each of its Subsidiaries to, maintain and preserve (a)
all of its properties which are necessary in the conduct of its business in good
working order and condition, (b) all rights, permits, licenses, approvals and
privileges (including all Permits) which are used or useful or necessary in the
conduct of its business, and (c) all registered patents, trademarks, trade
names, copyrights and service marks with respect to its business; except where
the failure to so maintain and preserve would not in the aggregate have a
Material Adverse Effect.

                  SECTION 7.10 REAL ESTATE LEASES. The Borrower and each of its
Subsidiaries shall keep in full force and effect the material Leases as amended
through the date hereof; provided that Borrower and each of its Subsidiaries
shall be entitled, in the ordinary and prudent course of their business, to
modify, amend, terminate and/or replace any such Leases so long as (i) such
modification, amendment, terminations and/or replacements would not, in the
aggregate, have a Material Adverse Effect, and (ii) to the extent any such
Leases are secured by any Mortgage Document, Borrower or the applicable
Subsidiary deliver a Mortgage Document with respect to the applicable
replacement Lease. The Borrower shall provide Administrative Agent with (i) a
copy of any notice of default under any of such Leases, received by the Borrower
or any of its Subsidiaries and (ii) 10 Business Days prior written notice of any
such modification, amendment, termination and/or replacements.

                  SECTION 7.11 APPLICATION OF PROCEEDS. The Borrower shall use
the entire amount of the proceeds of the Loans as provided in SECTION 4.13.

                  SECTION 7.12 ENVIRONMENTAL.

                  (a) The Borrower shall, and shall cause each of its
Subsidiaries, to comply in all material respects with Environmental Laws and,
without limiting the foregoing, the Borrower shall, at its sole cost and
expense, following and during the continuance of an Event of Default at the
request of the Administrative Agent, or upon receipt of any notification or
otherwise obtaining knowledge of any Release or other event that has any
reasonable likelihood of the Borrower and its Subsidiaries incurring
Environmental Liabilities and Costs in excess of $1,000,000, (i) conduct or pay
for consultants to conduct, tests or assessments of environmental conditions at
such operations or properties, including the investigation and testing of
subsurface conditions and (ii) take such Remedial Action, investigational or
other action as required by Environmental Laws or as any Governmental Authority
requires or as is appropriate and consistent with good business practice to
address the Release or event.

                  (b) Following and during the continuance of an Event of
Default, or if the Borrower fails to comply with CLAUSE (a) above within 60 days
after receipt of notice or

                                       77

<Page>

knowledge of such Release or other event, the Administrative Agent may, but is
under no obligation to, carry out such actions, and such Borrower shall grant
and hereby grants to the Administrative Agent and its agents access to such real
property and specifically grants to the Administrative Agent an irrevocable
non-exclusive license, subject to the rights of tenants, to undertake such
actions, all at the Borrower's sole cost and expense.

                  SECTION 7.13 CONTROL ACCOUNTS; BLOCKED ACCOUNTS.

                  (a) The Loan Parties will (i) deposit in a Blocked Account all
cash and all Proceeds received by such Loan Party, (ii) not establish or
maintain any Securities Account that is not a Control Account and (iii) not
establish or maintain any account with any financial or other institution in
which Proceeds are deposited other than with a Blocked Account Bank; PROVIDED,
HOWEVER, that the Borrower may maintain payroll, withholding tax and other
fiduciary accounts.

                  (b) The Borrower and each of its Subsidiaries shall instruct
each Account Debtor or other Person obligated to make a payment to the Borrower
or any of its Subsidiaries to make payment, or to continue to make payment, as
the case may be, to, in the case of a Tranche A Loan Party, a Blocked Account of
such Tranche A Loan Party and, in the case of a Tranche B Loan Party, a Blocked
Account of such Tranche B Loan Party, and will deposit in such Blocked Account
all Proceeds received by such Borrower and each of its Subsidiaries from any
other Person immediately upon receipt; provided that any deposit account
permitted to be maintained by the Borrower pursuant to SECTION 7.13(d) shall be
deemed to constitute a Blocked Account for purposes of this SECTION 7.13(b).

                  (c) In the event (i) such Borrower or any of its Subsidiaries
or any Approved Securities Intermediary or Blocked Account Bank shall, after the
date hereof, terminate an agreement with respect to the maintenance of a Control
Account or Blocked Account for any reason, (ii) the Collateral Agent shall
demand such termination as a result of the failure of an Approved Securities
Intermediary or Blocked Account Bank to comply with the terms of the applicable
Control Account Letter or Blocked Account Letter, or (iii) the Collateral Agent
determines in its sole discretion that the financial condition of an Approved
Securities Intermediary or Blocked Account Bank, as the case may be, has
materially deteriorated, the Borrower or its applicable Subsidiaries shall
notify all of its obligors that were making payments to such terminated Control
Account or Blocked Account, as the case may be, to make all future payments to
another Control Account or Blocked Account, as the case may be.

                  (d) Notwithstanding the foregoing, each deposit account, other
than the Concentration Account, maintained by a Loan Party that is not subject
to a Blocked Account Letter on the Effective Date may be maintained by such Loan
Party; PROVIDED, HOWEVER, that (i) such Loan Party is making good faith efforts
to obtain a Blocked Account Letter with respect to such account and shall have
obtained a Blocked Account Letter within 90 days after the Effective Date, (ii)
at no time shall any Loan Party deposit any direct or indirect proceeds of the
Loans into a deposit account that is not subject to an effective Blocked Account
Letter; and (iii) on each Business Day, all funds in any such account not
subject to a Blocked Account Letter shall be transferred to the Concentration
Account.

                                       78

<Page>

                  SECTION 7.14 ADDITIONAL COLLATERAL AND GUARANTIES.

                  (a) At least 15 Business Days prior to (i) entering into any
Lease (other than a renewal of an existing Lease or a Non-Material Leasehold)
for the principal place of business and chief executive office of the Borrower
or any of its Subsidiaries or any other Lease (including any renewal) in which
the annual rental payments are anticipated to equal or exceed $100,000 or (ii)
acquiring of any material owned real property, the Borrower shall, and shall
cause each such Subsidiary to, provide the Administrative Agent written notice
thereof. Upon written request of the Administrative Agent or the Collateral
Agent, the Borrower shall, and shall cause each such Subsidiary to, execute and
deliver to the Collateral Agent, for the benefit of the Secured Parties,
immediately upon the acquisition of any such Lease or owned real property a
mortgage, deed of trust, assignment or other appropriate instrument evidencing a
Lien upon any such Lease or real property, together with such title policies,
certified surveys, and local counsel opinions with respect thereto and such
other agreements, documents and instruments which the Administrative Agent or
the Collateral Agent deems necessary or desirable, the same to be in form and
substance satisfactory to the Administrative Agent and the Collateral Agent and
to be subject only to (i) Liens permitted under SECTION 8.2 and (ii) such other
Liens as the Administrative Agent may reasonably approve.

                  (b) To the extent not delivered to the Administrative Agent on
or before the Effective Date, the Borrower shall, and shall cause each of its
Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent
and the Collateral Agent such amendments to the Collateral Documents as the
Administrative Agent or the Collateral Agent deems necessary or advisable in
order to grant to the Collateral Agent, for the benefit of the Secured Parties,
a perfected first priority security interest in the Stock and Stock Equivalents
and other debt Securities of any Subsidiary of the Borrower owned by the
Borrower or any of its Subsidiaries (subject to Customary Permitted Liens) and
requested to be pledged by the Administrative Agent or the Collateral Agent;
(ii) deliver to the Collateral Agent the certificates (if any) representing such
Stock and Stock Equivalents and other debt Securities, together with (A) in the
case of such certificated Stock and Stock Equivalents, undated stock powers
endorsed in blank, and (B) in the case of such certificated debt Securities,
endorsed in blank, in each case executed and delivered by a Responsible Officer
of the Borrower or such Subsidiary, as the case may be, (iii) cause such new
Subsidiary (A) to become a party to the Guaranty and the applicable Collateral
Documents and (B) to take such actions necessary or advisable to grant to the
Collateral Agent for the benefit of the Secured Parties a perfected security
interest in the Collateral described in the Collateral Documents with respect to
such new Subsidiary, including the filing of UCC financing statements in such
jurisdictions as may be required by the Collateral Documents or by law or as may
be reasonably requested by the Administrative Agent and (iv) if requested by the
Administrative Agent or the Collateral Agent, deliver to the Administrative
Agent and the Collateral Agent legal opinions relating to the matters described
above, which opinions shall be in form and substance, and from counsel,
reasonably satisfactory to the Administrative Agent and the Collateral Agent.

                  SECTION 7.15 POST CLOSING MATTERS. The Borrower shall, and
shall cause each of the Loan Parties to, satisfy the requirements set forth on
SCHEDULE 7.15 on or before the date set forth opposite such requirement or such
later date to be determined by the Administrative Agent.

                                       79

<Page>


                  SECTION 7.16 DTV BUILD-OUT. The Borrower and its Subsidiaries
shall (a) take any and all steps necessary and appropriate to complete
construction and commence operation of all digital television facilities
authorized by the FCC in a timely manner and in compliance with all applicable
FCC rules and procedures; (b) timely file with the FCC an appropriate
application for license to cover the construction permit of each such digital
television facility; and (c) no later than 30 days prior to the expiration of
the construction permit (as extended from time to time) for each such digital
television facility, provide the Administrative Agent with an certificate of a
Responsible Officer of the Borrower stating that construction has been completed
as authorized by the construction permit within the timeframe set forth in such
construction permit, such station is operating in compliance with all FCC rules
and procedures, and that the appropriate application for license has been filed
with the FCC in a timely manner; PROVIDED, HOWEVER, that, with respect to
digital television facilities for which requests for extension of the initial
deadline for completing construction are currently pending, the time for
providing such certificate shall be 30 days prior to the new deadline for
construction established by the FCC.

                                  ARTICLE VIII
                               NEGATIVE COVENANTS

                  As long as any of the Obligations or the Commitments remain
outstanding, without the written consent of the Requisite Lenders and the
Administrative Agent, the Borrower, for itself and each of its Subsidiaries,
agrees with the Lenders and the Administrative Agent that:

                  SECTION 8.1 INDEBTEDNESS. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly create, incur, assume
or otherwise become or remain directly or indirectly liable with respect to any
Indebtedness except:

                  (a) the Secured Obligations;

                  (b) Indebtedness existing on the date of this Agreement (other
than the Existing Subordinated Notes), as disclosed on SCHEDULE 8.1;

                  (c) the Existing Subordinated Notes and any refinancings
thereof; PROVIDED that (i) no Default or Event of Default shall have occurred
and be continuing or result from the incurrence of such refinancing
Indebtedness, (ii) the principal amount of such refinancing Indebtedness does
not exceed the principal amount of, premium, if any, and accrued interest on,
the Existing Subordinated Notes being refinanced immediately prior to such
refinancing except to the extent, and only to the extent, that any excess amount
is used to repay the Obligations, (iii) such refinancing Indebtedness has a
maturity date not earlier than the maturity date of the Existing Subordinated
Notes being refinanced, (iv) no regularly scheduled principal payments shall be
due with respect to such refinancing Indebtedness prior to its stated maturity,
(v) the interest rate on such refinancing Indebtedness is no greater than, and
scheduled interest payments are no more frequent than, on the Existing
Subordinated Notes being refinanced, (vi) the provisions of the documents
evidencing such refinancing Indebtedness shall not (x) contain covenants which
are more restrictive to the Loan Parties than those contained in the Existing
Subordinated Notes or (y) provide for any mandatory prepayments or redemptions
of such refinancing Indebtedness at any time or upon the occurrence of any event
not provided for in the

                                       80

<Page>

Existing Subordinated Notes and (vii) the documents evidencing such refinancing
Indebtedness (including without limitation covenants, defaults, remedies,
subordination provisions, and other material terms) shall be in form and
substance reasonably satisfactory to the Administrative Agent;

                  (d) Guaranty Obligations incurred by the Borrower or any of
its Subsidiaries in respect of Indebtedness of the Borrower or any of its
Subsidiaries otherwise permitted by this SECTION 8.1;

                  (e) Capital Lease Obligations and purchase money Indebtedness
incurred by the Borrower or any of its Subsidiaries to finance the acquisition
of property, plant, equipment and motor vehicles in an aggregate outstanding
principal amount for the Borrower and its Subsidiaries not to exceed $3,000,000
at any time; PROVIDED, HOWEVER, that the Capital Expenditure related thereto is
otherwise permitted by SECTION 5.5;

                  (f) Renewals, extensions, refinancings and refundings of
Indebtedness permitted by clause (b) or (e) of this SECTION 8.1; PROVIDED,
HOWEVER, that any such renewal extension, refinancing or refunding is in an
aggregate principal amount not greater than the principal amount of, and is on
terms no less favorable to the Borrower or such Subsidiary, including as to
weighted average maturity, than the Indebtedness being renewed, extended,
refinanced or refunded;

                  (g) Indebtedness arising from intercompany loans from any Loan
Party to any other Loan Party; PROVIDED, HOWEVER, that the Investment in the
intercompany loan to such Loan Party is permitted under SECTION 8.3;

                  (h) Indebtedness arising under any performance, appeal or
surety bonds, worker's compensation claims and payment obligations in connection
with self insurance or similar obligations entered into in the ordinary course
of business;

                  (i) Programming Obligations in the ordinary course of
business; and

                  (j) unsecured Indebtedness not otherwise permitted under this
SECTION 8.1 in an aggregate outstanding principal amount not to exceed $500,000
(exclusive of Programming Obligations) at any time.

                  SECTION 8.2 LIENS, ETC. The Borrower will not, and will not
permit any of its Subsidiaries to, create or suffer to exist, any Lien upon or
with respect to any of its properties or assets, whether now owned or hereafter
acquired, or assign any right to receive income, except for:

                  (a) Liens created pursuant to the Loan Documents;

                  (b) Liens existing on the date of this Agreement (other than
Liens securing the Obligations under this Agreement) and disclosed on SCHEDULE
8.2 and on the Target (as defined in the definition of "INTERNATIONAL FALLS
ACQUISITION") of the International Falls Acquisition;

                  (c) Customary Permitted Liens of the Borrower and its
Subsidiaries;


                                       81

<Page>

                  (d) purchase money Liens granted by the Borrower or any of its
Subsidiaries and the interest of a lessor under a Capital Lease and Liens to
which any property is subject at the time of the Borrower's or such Subsidiary's
acquisition thereof, in each case securing Indebtedness permitted under SECTION
8.1(e) and limited in each case to the property purchased with the proceeds of
such purchase money Indebtedness or subject to such Capital Lease;

                  (e) any Lien securing the renewal, extension, refinancing or
refunding of any Indebtedness secured by any Lien permitted by CLAUSES (b) or
(d) of this SECTION 8.2 without any change in the assets subject to such Lien;

                  (f) Liens in favor of lessors securing operating leases in the
premises (including personal property placed on such premises) or equipment
subject thereto;

                  (g) Liens securing the fees owed by the Borrower to the
trustee pursuant to the terms of the Existing Subordinated Note Documents;
PROVIDED, HOWEVER, that the obligation of the Borrower to pay such fees is
subordinate in right, time and payment to the payment in full of the
Obligations;

                  (h) Liens securing one or more undischarged, unvacated,
unbonded or unstayed judgments or orders (or other similar process) rendered
against one or more of the Borrower and its Subsidiaries to the extent the
existence of such judgment or judgments does cause an Event of Default pursuant
to SECTION 9.1(i); and

                  (i) Liens not otherwise permitted by the foregoing clauses of
this SECTION 8.2 securing obligations or other liabilities (other than
Indebtedness) of the Borrower or any of its Subsidiaries; PROVIDED, HOWEVER,
that the aggregate outstanding amount of such obligations and liabilities
secured by such Liens shall not exceed $100,000 at any time.

                  SECTION 8.3 INVESTMENTS. The Borrower will not, and will not
permit any of its Subsidiaries to, directly or indirectly make or maintain any
Investment except:

                  (a) Investments existing on the date of this Agreement and
disclosed on SCHEDULE 8.3 and the International Falls Acquisition;

                  (b) Investments in Cash Equivalents held in a Control Account
(as defined in the Pledge and Security Agreements) with respect to which the
Collateral Agent, for the benefit of the Secured Parties, has a first priority
perfected Lien;

                  (c) Investments in accounts, contract rights and chattel paper
(each as defined in the UCC), notes receivable and similar items arising or
acquired in the ordinary course of business consistent with the past practice of
the Borrower and its Subsidiaries;

                  (d) Investments received in settlement of amounts due to the
Borrower or any of its Subsidiaries effected in the ordinary course of business
or owing to the Borrower or any of its Subsidiaries as a result of bankruptcy or
insolvency proceedings or upon the foreclosure or enforcement of any lien or
other encumbrance, mortgage, pledge, charge, restriction or other security
interest in favor of the Borrower or any Subsidiary;


                                       82

<Page>

                  (e) Loans and advances by any Loan Party to another Loan
Party; PROVIDED, HOWEVER, that any such Indebtedness in excess of $1,000,000
outstanding at any one time incurred pursuant to a loan or advance made by a
Loan Party shall evidenced by a promissory note in favor of the Loan Party which
makes such loan or advance, in form and substance satisfactory to the
Administrative Agent and pledged to the Collateral Agent pursuant to the
applicable Pledge and Security Agreement and for the benefit of the Secured
Parties; PROVIDED FURTHER, HOWEVER, loans and advances made to the Inactive
Subsidiary shall be limited to, in the aggregate, an amount equal to any Taxes
or judgment orders required to be paid by the Inactive Subsidiary;

                  (f) Investments constituting Restricted Payments permitted
pursuant to SECTION 8.5;

                  (g) Investments not otherwise permitted hereby in an aggregate
outstanding amount not to exceed $500,000 at any time; and

                  (h) Investments consisting of loans and advances to employees
of the Borrower and its Subsidiaries for reasonable travel, relocation and
business expenses in the ordinary course of business not exceeding $350,000 at
any time outstanding.

                  SECTION 8.4 SALE OF ASSETS. The Borrower will not, and will
not permit any of its Subsidiaries to, sell, convey, transfer, lease or
otherwise dispose of, any of its assets (including FCC Licenses) or any interest
therein (including the sale or factoring at maturity or collection of any
accounts) to any Person, or permit or suffer any other Person to acquire any
interest in any of its assets or, in the case of any Subsidiary, issue or sell
any shares of such Subsidiary's Stock or Stock Equivalent (other than directors'
qualifying shares, if required by applicable law) (any such disposition being an
"ASSET SALE"), except:

                  (a) the sale or disposition of advertising time, programs or
movies in the ordinary course of business;

                  (b) the sale or disposition of equipment which have become
obsolete, are no longer used or are useful in the Borrower's or Subsidiary's
business or are replaced in the ordinary course of business; PROVIDED, HOWEVER,
that the aggregate Fair Market Value of all such equipment disposed of in any
Fiscal Year shall not exceed $1,000,000;

                  (c) the lease or sublease of real property not constituting a
sale and leaseback, to the extent not otherwise prohibited by this Agreement,
PROVIDED that the relevant Loan Party's interest in any such lease or sublease
is pledged to the Collateral Agent to the extent required under SECTION 7.14;

                  (d) assignments and licenses of intellectual property of the
Borrower and its Subsidiaries in the ordinary course of business;

                  (e) any Asset Sale not otherwise permitted hereunder if
consented to in writing by, in the case of Tranche A Collateral, the Requisite
Tranche A Lenders and, in the case of Tranche B Collateral, the Requisite
Tranche B Lenders;

                                       83

<Page>


                  (f) Cash and Cash Equivalents if otherwise permitted elsewhere
in this Agreement; and

                  (g) any sale, conveyance, transfer, lease or other disposition
of equipment from any Tranche A Loan Party to another Tranche A Loan Party and
any sale of equipment from any Tranche B Loan Party to another Tranche B Loan
Party.

                  SECTION 8.5 RESTRICTED PAYMENTS. The Borrower will not, and
will not permit any of its Subsidiaries to, directly or indirectly, declare,
order, pay, make or set apart any sum for any Restricted Payment, other than (a)
any regularly scheduled payments of interest on the Existing Subordinated Notes
subject to the subordination provisions thereof and (b) to the extent no Default
or Event of Default has occurred and is continuing hereunder and to the extent
otherwise permitted by the terms of any other Indebtedness of the Borrower, the
Borrower may redeem or repurchase the Existing Subordinated Notes and the
Borrower's 12-3/4% Cumulative Exchangeable Preferred Stock and the Borrower's
common stock in an amount not to exceed $75,000,000.

                  SECTION 8.6 RESTRICTION ON FUNDAMENTAL CHANGES; INTERNATIONAL
FALLS ACQUISITION. Except in connection with the International Falls
Acquisition, the Borrower will not, and will not permit any of its Subsidiaries
to, (a) merge with any Person (other than the merger of any Subsidiary not
incorporated in Delaware on the Effective Date with a wholly owned Subsidiary of
the Borrower for the purposes of reincorporating the former Subsidiary in
Delaware; provided such merger is consummated in accordance with the provisions
of SECTION 7.1. and 7.14), (b) consolidate with any Person, (c) acquire all or
substantially all of the Stock or Stock Equivalents of any Person, (d) acquire
all or substantially all of the assets of any Person or all or substantially all
of the assets constituting the business of a division, branch or other unit
operation of any Person, (e) enter into any joint venture or partnership with
any Person or (f) acquire or create any Subsidiary unless, after giving effect
thereto, the Borrower is in compliance with SECTION 7.14 or (g) enter into any
Contractual Obligation relating to the foregoing; PROVIDED, HOWEVER,
notwithstanding the provisions in this SECTION 8.6 or elsewhere in this
Agreement, no Tranche A Loan Party may enter into any of the foregoing
transactions with a Tranche B Loan Party.

                  SECTION 8.7 CHANGE IN NATURE OF BUSINESS. The Borrower shall
not, and shall not permit any of its Subsidiaries to, engage in any business
other than, primarily, the business of owning and operating television stations
or FCC Licenses, and, as an auxiliary business activity, the sale of advertising
on related internet sites and the ancillary or supplementary utilization of
their FCC Licenses; and the Borrower shall not, and shall not permit any of its
Subsidiaries to, make any material change in the nature or conduct of its
business as carried on at the date hereof.

                  SECTION 8.8 LICENSE CO.

                  (a) 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
4.22 annexed hereto, no Subsidiary, other than a License Co., shall own any FCC
License;


                                       84

<Page>

                  (b) Notwithstanding any provisions elsewhere in this
Agreement, (i) no License Co. will directly or indirectly create, incur, assume
or otherwise become or remain directly or indirectly liable with respect to any
Indebtedness or other material liabilities, or create or suffer to exist, any
Lien upon or with respect to any of its properties or assets, whether now owned
or hereafter acquired and (ii) neither the Borrower nor any of its Subsidiaries
shall create or suffer to exist, any Lien on the Stock of any License Co., in
each case, other than with respect to the Obligations.

                  SECTION 8.9 TRANSACTIONS WITH AFFILIATES. The Borrower will
not, and will not permit any of its Subsidiaries to, except as otherwise
expressly permitted herein, do any of the following: (a) make any Investment in
an Affiliate of the Borrower which is not a Subsidiary of the Borrower; (b)
transfer, sell, lease, assign or otherwise dispose of any asset to any Affiliate
of the Borrower which is not a Subsidiary of the Borrower; (c) merge into or
consolidate with or purchase or acquire assets from any Affiliate of the
Borrower which is not a Subsidiary of the Borrower; (d) repay any Indebtedness
to any Affiliate of the Borrower which is not a Subsidiary of the Borrower; or
(e) enter into any other transaction directly or indirectly with or for the
benefit of any Affiliate of the Borrower which is not a Subsidiary of the
Borrower (including guaranties and assumptions of obligations of any such
Affiliate), except in each instance for (i) transactions in the ordinary course
of business on a basis no less favorable to the Borrower or such Subsidiary
thereof as would be obtained in a comparable arm's length transaction with a
Person not an Affiliate and (ii) salaries, expense reimbursements and other
employee compensation to officers or directors of such the Borrower or any of
its Subsidiaries.

                  SECTION 8.10 RESTRICTIONS ON SUBSIDIARY DISTRIBUTIONS; NO NEW
NEGATIVE PLEDGE. Other than pursuant to the Loan Documents, the Existing
Subordinated Note Documents, the Existing Subordinated Indentures and any
agreements governing any purchase money Indebtedness or Capital Lease
Obligations permitted by clause (c), (e), or (f) of SECTION 8.1 (in which latter
case, any prohibition or limitation shall only be effective against the assets
financed thereby), the Borrower will not, and will not permit any of its
Subsidiaries to, (a) agree to enter into or suffer to exist or become effective
any consensual encumbrance or restriction of any kind on the ability of such
Subsidiary to pay dividends or make any other distribution or transfer of funds
or assets or make loans or advances to or other Investments in, or pay any
Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower or
(b) enter into or suffer to exist or become effective any agreement which
prohibits or limits the ability of the Borrower or such Subsidiary to create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, to secure the Obligations,
including any agreement which requires other Indebtedness or Contractual
Obligation to be equally and ratably secured with the Obligations.

                  SECTION 8.11 MODIFICATION OF CONSTITUENT DOCUMENTS/EQUITY
ISSUANCES.

                  (a) The Borrower will not, and will not permit any of its
Subsidiaries to, change its capital structure (including in the terms of its
outstanding Stock) or otherwise amend its Constituent Documents, except for
changes and amendments which do not materially affect the rights and privileges
of the Borrower or any of its Subsidiaries, or the interests of the Secured
Parties under the Loan Documents or in the Collateral.


                                       85

<Page>

                  (b) The Borrower shall not sell and shall not permit any of
its Subsidiaries to sell (other than as permitted elsewhere in this Agreement)
any of the Stock of the Borrower's Subsidiaries and the Borrower shall not
permit any of its Subsidiaries to issue any of its Stock, in each case without
the prior written consent of, in the case of the Stock of a Tranche A Loan
Party, the Requisite Tranche A Lenders, with respect to the Stock of the Tranche
B Loan Parties, the Requisite Tranche B Lenders.

                  (c) The Borrower shall not issue any Stock which, by its terms
(or by the terms of any security into which it is convertible or for which it is
exchangeable), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is
exchangeable for Indebtedness of such Person, or is redeemable at the option of
the holder thereof, in whole or in part, prior to twelve months after the
Maturity Date, without the prior written consent of the Requisite Lenders.

                  SECTION 8.12 MODIFICATION OF NETWORK AFFILIATION AGREEMENTS;
MATERIAL CONTRACTS. The Borrower will not, and will not permit any of its
Subsidiaries to (a) other than in connection with transactions permitted under
this Agreement, enter into any asset purchase, agreements with respect to making
any material Investment, stock purchase, local management agreements, local
marketing agreements, joint sales agreements, time brokerage agreements or any
like agreements (excluding lease or license agreements relating to tower sites
or sub-carrier agreements, as long as none of such agreements adversely effect
the FCC Authorizations), except those agreements listed on SCHEDULE 8.12 or to
the extent such agreement specifically provides that any consent required under
this Agreement is a condition precedent to the transactions contemplated by such
agreement, (b) alter, rescind, terminate, amend, supplement, waive or otherwise
modify any provision of a Material Contract if the effect of such alteration,
rescission, termination, amendment, supplement, waiver or other modification is
to materially increase the financial burden to any Loan Party under such
agreement, shorten the term of such agreement, accelerate the payment of any
material obligations by any Loan Party under such agreement or extend the time
for payment of any material obligations owed to the Loan Parties under such
agreement; or (c) permit any breach or default to exist under any Network
Affiliation Agreement or a Material Contract or take or fail to take any action
thereunder, if to do so would have a Material Adverse Effect.

                  SECTION 8.13 MODIFICATION OF EXISTING SUBORDINATED NOTE
DOCUMENTS. The Borrower will not, and will not permit any of its Subsidiaries
to, change or amend the terms of the Existing Subordinated Note Documents if the
effect of such amendment is to: (a) increase the interest rate on the Existing
Subordinated Notes; (b) change the dates upon which payments of principal or
interest are due on the Existing Subordinated Notes other than to extend such
dates; (c) change any default or event of default other than to delete or make
less restrictive any default provision therein, or add any covenant with respect
to Existing Subordinated Notes; (d) change the redemption or prepayment
provisions of the Existing Subordinated Notes other than to extend the dates
therefor or to reduce the premiums payable in connection therewith; or (e)
change or amend any other term if such change or amendment would materially
increase the obligations of the obligor or confer additional material rights to
the holder of the Existing Subordinated Notes in a manner adverse to the
Borrower, any of its Subsidiaries, the Administrative Agent or any Lender.


                                       86

<Page>

                  SECTION 8.14 ACCOUNTING CHANGES; FISCAL YEAR. The Borrower
will not, and will not permit any of its Subsidiaries to, change its (a)
accounting treatment and reporting practices or tax reporting treatment, except
as required by GAAP or any Requirement of Law and disclosed to the Lenders and
the Administrative Agent or (b) Fiscal Year.

                  SECTION 8.15 MARGIN REGULATIONS. The Borrower will not, and
will not permit any of its Subsidiaries to, use all or any portion of the
proceeds of any credit extended hereunder to purchase or carry Margin Stock.

                  SECTION 8.16 CANCELLATION OF INDEBTEDNESS OWED TO IT. The
Borrower will not, and will not permit any of its Subsidiaries to, cancel any
claim or Indebtedness owed to it except in the ordinary course of business
consistent with past practice, other than with respect to loans to employees or
in the context of any Indebtedness of directors, employees or agents of the
Borrower and/or its Subsidiaries.

                  SECTION 8.17 NO SPECULATIVE TRANSACTIONS. The Borrower will
not, and will not permit any of its Subsidiaries to, engage in any speculative
transaction or in any transaction involving Hedging Contracts, other than
Interest Rate Contracts designed to hedge against fluctuations in interest rates
in the normal course of business and consistent with industry practices and not
for speculative purposes.

                  SECTION 8.18 COMPLIANCE WITH ERISA.

                  (a) The Borrower will not, and will not permit any of its
Subsidiaries to, or cause or permit any ERISA Affiliate to, cause or permit to
occur (i) an event which could result in the imposition of a Lien under Section
412 of the Code or Section 302 or 4068 of ERISA or (ii) an ERISA Event that
would have a Material Adverse Effect.

                  (b) None of Borrower, its Subsidiaries, or its ERISA
Affiliates will establish a Title IV Plan or contribute to a Multiemployer Plan
without 30 days prior written notice to the Administrative Agent. No such plan
will be established or contributed to if such establishment or contribution, or
the liabilities of Borrower, its Subsidiaries, or its ERISA Affiliates which
could accrue under all such plans during the term of this Agreement, could
result in a Material Adverse Effect.

                  SECTION 8.19 ENVIRONMENTAL. The Borrower will not, and will
not permit any of its Subsidiaries to, allow a Release of any Contaminant in
violation of any Environmental Law; PROVIDED, HOWEVER, that the Borrower shall
not be deemed in violation of this SECTION 8.19 if, as the consequence of all
such Releases, the Borrower, together with its Subsidiaries, would not incur
Environmental Liabilities and Costs in excess of $1,000,000 in the aggregate.

                  SECTION 8.20 INACTIVE SUBSIDIARY. The Borrower will not permit
the Inactive Subsidiary to conduct any business or operations or acquire or hold
any assets with an aggregate Fair Market Value of $10,000 or more.


                                       87

<Page>

                                   ARTICLE IX
                                EVENTS OF DEFAULT

                  SECTION 9.1 EVENTS OF DEFAULT. Each of the following events
shall be an Event of Default:

                  (a) the Borrower shall fail to pay any principal of any Loan
when the same becomes due and payable; or

                  (b) the Borrower shall fail to pay any interest on any Loan,
any fee under any of the Loan Documents or any other Obligation (other than the
one referred to in clause (a) above) and such non-payment continues for a period
of three Business Days after the due date therefor; or

                  (c) any representation or warranty made or deemed made by any
Loan Party in any Loan Document or by any Loan Party (or any of its officers) in
connection with any Loan Document shall prove to have been incorrect in any
material respect when made or deemed made; or

                  (d) any Loan Party shall fail to perform or observe any term,
covenant or agreement contained in ARTICLE V, SECTION 6.2, 7.1, 7.7, 7.11,
7.13(a), 7.13(b), 7.14, or ARTICLE VIII (other than SECTION 8.20); or

                  (e) any Loan Party shall fail to perform or observe any term,
covenant or agreement contained in this Agreement or in any other Loan Document,
other than any term, covenant or agreement referred to in any other clause of
this SECTION 9.1, if such failure under this CLAUSE (e) shall remain unremedied
for 30 days (or, in the case of SECTION 6.1, 15 days) after the earlier of the
date on which (A) a Responsible Officer of the Borrower becomes aware of such
failure or (B) written notice thereof shall have been given to the Borrower by
the Administrative Agent or any Lender; or

                  (f) (i) the Borrower or any of its Subsidiaries shall fail to
make any payment on any Indebtedness (other than the Obligations) of the
Borrower or any of its Subsidiaries (or any Guaranty Obligation in respect of
Indebtedness of any other Person) having a principal amount of $1,000,000 or
more, when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise); or (ii) any other event
shall occur or condition shall exist under any agreement or instrument relating
to any such Indebtedness, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Indebtedness;
or (iii) any such Indebtedness shall become or be declared to be due and
payable, or required to be prepaid or repurchased (other than by a regularly
scheduled required prepayment), prior to the stated maturity thereof; or

                  (g) the Borrower or any of its Subsidiaries shall:

                      (i) fail to make a payment in excess of $3,000,000 under
           any Network Affiliation Agreement;


                                       88

<Page>


                      (ii) receive notice of termination of any Network
           Affiliation Agreement with respect to a station that constitutes
           Tranche A Collateral and no substitute Network Affiliation Agreement
           is entered into with respect to such station within 90 days of
           receipt of such notice; or

                      (iii) default under any Network Affiliation Agreement and
           which default, if not remedied within the applicable grace period
           under such Network Affiliation Agreement, would have a Material
           Adverse Effect; or

                  (h) the Borrower or any of its Subsidiaries shall generally
not pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make a general assignment for the
benefit of creditors, or any proceeding shall be instituted by or against the
Borrower or any of its Subsidiaries seeking to adjudicate it a bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a custodian,
receiver, trustee or other similar official for it or for any substantial part
of its property and, in the case of any such proceedings instituted against the
Borrower or any of its Subsidiaries (but not instituted by it), either such
proceedings shall remain undismissed or unstayed for a period of 30 days or any
of the actions sought in such proceedings shall occur; or the Borrower or any of
its Subsidiaries shall take any corporate action to authorize any of the actions
set forth above in this SUBSECTION (h); or

                  (i) one or more judgments or orders (or other similar process)
involving, in any single case or in the aggregate, an amount in excess of
$1,000,000 in the case of a money judgment, shall remain undischarged,
unvacated, unbonded or unstayed for a period of 30 days, to the extent not
covered by insurance, shall be rendered against one or more of the Borrower and
its Subsidiaries; or

                  (j) an ERISA Event shall occur and the amount of all
liabilities and deficiencies resulting therefrom, whether or not assessed,
exceeds $1,000,000 in the aggregate; or

                  (k) any material provision of any Loan Document shall for any
reason cease to be in force and effective (or any Loan Party shall challenge the
enforceability of any Loan Document or shall assert in writing, or engage in any
action or inaction based on any such assertion, that any provision of any of the
Loan Documents has ceased to be or otherwise is not valid, binding and
enforceable in accordance with its terms), or any security interest created
under any Loan Document shall cease to be a valid and perfected first priority
security interest Lien (except as otherwise permitted herein or therein) in any
of the Collateral purported to be covered thereby; or

                  (l) any Collateral Document shall for any reason cease to
create a valid Lien on any of the Collateral purported to be covered thereby or,
except as permitted by the Loan Documents, such Lien shall cease to be a
perfected and first priority Lien or any Loan Party shall so state in writing;
or


                                       89

<Page>

                  (m) there shall occur any Change of Control; or

                  (n) there shall occur a Material Adverse Change or any event
or circumstances which would have a Material Adverse Effect; or

                  (o) one or more of the Borrower and its Subsidiaries shall
have entered into one or more consent or settlement decrees or agreements or
similar arrangements with a Governmental Authority or one or more judgments,
orders, decrees or similar actions shall have been entered against one or more
of the Borrower and its Subsidiaries based on or arising from the violation of
or pursuant to any Environmental Law, or the generation, storage,
transportation, treatment, disposal or Release of any Contaminant and, in
connection with all the foregoing, the Borrower and its Subsidiaries are likely
to incur Environmental Liabilities and Costs in excess of $1,000,000 in the
aggregate; or

                  (p) either W. 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 as
executive officers of the Borrower, or, if such cessation shall occur as a
result of death or such disability, no successor satisfactory to the
Administrative Agent and the Requisite Lenders in their sole discretion shall
have become and shall have commenced to perform the duties of such executive
officer of the Borrower 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 W. Don
Cornwell or Stuart Beck, respectively, in this CLAUSE (p); or

                  (q) any FCC License owned or held by the Borrower 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 the Borrower 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 any of the foregoing 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; or


                                       90

<Page>

                  (r) any Loan Party, for any reason other than a natural
disaster or act of war, ceases to broadcast in the normal and usual manner at
its fully licensed parameters for any period of 72 consecutive hours or longer
or for 72 hours or more in any fifteen (15) day period; PROVIDED, HOWEVER, any
such failure to broadcast shall not constitute an Event of Default if any Loan
Party's business interruption insurance covers substantially all losses incurred
by the failure to broadcast; or

                  (s) any Lease, to which a Loan Party is party, which relates
to a site on which a broadcast tower is situated, lapses without renewal on
terms and conditions reasonably satisfactory to the Administrative Agent or any
such Lease is otherwise terminated for any reason and such lapse or termination
continues without a replacement reasonably acceptable to Administrative Agent
for a period of thirty (30) days.

                  SECTION 9.2 REMEDIES.

                  (a) During the continuance of any Event of Default, the
Administrative Agent may and shall, (i) in the case of the Tranche A Loans, at
the request of the Requisite Tranche A Lenders, (ii) in the case of the Tranche
B Loans, at the request of the Requisite Tranche B Lenders, and (iii) in the
case of the Tranche C Loans, at the request of the Requisite Tranche C Lenders,
by notice to the Borrower, declare such Loans, all interest thereon and all
other amounts and related Obligations payable under this Agreement to be
forthwith due and payable, whereupon such Loans, all such interest and all such
amounts and Obligations shall become and be forthwith due and payable, without
presentment, demand, protest or further notice of any kind, all of which are
hereby expressly waived by the Borrower; PROVIDED, HOWEVER, that upon the
occurrence of the Event of Default specified in SECTION 9.1(h), the Loans, all
such interest and all such amounts and Obligations shall automatically become
and be due and payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by the Borrower. In addition
to the remedies set forth above, subject to SECTION 11.3, the Collateral Agent
may exercise any remedies provided for by the Collateral Documents in accordance
with the terms thereof or any other remedies provided by applicable law.

                  SECTION 9.3 CO-OPERATION BY BORROWER.

                  (a) If an Event of Default shall have occurred and be
continuing, the Borrower shall, and shall cause each of its Subsidiaries to,
take any action which the Collateral Agent may request in the exercise of its
rights and remedies under any Loan Document in order to transfer or assign any
Collateral to the Collateral Agent for the benefit of the applicable Lenders or
to such one or more third parties as the Collateral Agent may designate, or to a
combination of the foregoing.

                  (b) To enforce the provisions of this SECTION 9.3, the
Collateral Agent is empowered to seek from the FCC and any other Communications
Regulatory Authority, to the extent required, consent to or approval of any
involuntary transfer of control of any entity whose Collateral is subject to any
Loan Document for the purpose of seeking a BONA FIDE purchaser to whom control
ultimately will be transferred. The Borrower agrees to, and agrees to cause each
of its Subsidiaries to agree to, cooperate with any such purchaser and with the
Collateral Agent in the preparation, execution and filing of any forms and
providing any information that may be


                                       91

<Page>

necessary or helpful in obtaining the consent of the FCC or any other
Communications Regulatory Authority to the assignment to such purchaser of the
Collateral. The Borrower hereby agrees to, and agrees to cause each of its
Subsidiaries to, consent to any such voluntary or involuntary transfer after and
during the continuation of an Event of Default and, without limiting any rights
of the Collateral Agent under any Loan Document, to authorize the Collateral
Agent to nominate a trustee or receiver to assume control of the Collateral,
subject only to required judicial, FCC or other consents required by any
Governmental Authority or Communications Regulatory Authority, in order to
effectuate the transactions contemplated by this SECTION 9.3. Such trustee or
receiver shall have all the rights and powers as provided to it by law or court
order, or to the Collateral Agent under any Loan Document. The Borrower shall,
and shall cause each of its Subsidiaries to, cooperate fully in obtaining the
consent of the FCC and the approval or consent of each other Governmental
Authority or Communications Regulatory Authority required to effectuate the
foregoing. The Borrower shall, and shall cause each of its Subsidiaries to take
all actions reasonably necessary to obtain the Required Authorizations to
transfer ownership and control of the FCC Licenses and other Regulatory
Authorizations to any trustee, receiver or bona fide purchaser on behalf of the
Secured Parties, including (i) the immediate filing of all applications with the
FCC or any other applicable Communications Regulatory Authority and (ii) assist
in obtaining Required Authorizations for the transactions contemplated by the
Loan Documents.

                  (c) Without limiting the obligations of the Borrower hereunder
in any respect, the Borrower further agrees that if it, or any of its
Subsidiaries, upon or after the occurrence of an Event of Default, should fail
or refuse for any reason whatsoever, without limitation, including any refusal
to execute any application necessary or appropriate to obtain any governmental
consent necessary or appropriate for the exercise of any right of the Collateral
Agent hereunder, the Borrower agrees that such application may be executed on
such Loan Party's behalf by the clerk of any court of competent jurisdiction
without notice to such Loan Party pursuant to court order.

                  (d) In connection with this SECTION 9.3, the Collateral Agent
shall be entitled to rely in good faith upon an opinion of outside FCC counsel
of the Collateral Agent's choice with respect to any such assignment or
transfer, whether or not such advice rendered is ultimately determined to have
been accurate.

                                   ARTICLE X
                                   THE AGENTS

                  SECTION 10.1 AUTHORIZATION AND ACTION.

                  (a) Each Lender hereby appoints GSCP as the Administrative
Agent hereunder and each Lender authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers under this Agreement
and the other Loan Documents as are delegated to the Administrative Agent under
such agreements and to exercise such powers as are reasonably incidental
thereto. Without limitation of the foregoing, each Lender hereby authorizes the
Administrative Agent to execute and deliver, and to perform its obligations
under, each of the Loan Documents to which the Administrative Agent is a party
and to exercise all


                                       92

<Page>

rights, powers and remedies that the Administrative Agent may have under such
Loan Documents.

                  (b) Each Lender hereby appoints GSCP as the Collateral Agent
hereunder and each Lender authorizes the Collateral Agent to take such action as
agent on its behalf and to exercise such powers under this Agreement and the
other Loan Documents as are delegated to the Collateral Agent under such
agreements and to exercise such powers as are reasonably incidental thereto.
Without limitation of the foregoing, each Lender hereby authorizes the
Collateral Agent to execute and deliver, and to perform its obligations under,
each of the Loan Documents to which the Collateral Agent is a party and to
exercise all rights, powers and remedies that the Collateral Agent may have
under such Loan Documents and agrees that under the Collateral Documents the
Collateral Agent is acting as collateral agent for the Lenders and the other
Secured Parties.

                  (c) As to any matters not expressly provided for by this
Agreement and the other Loan Documents (including enforcement or collection),
the Agents shall not be required to exercise any discretion or take any action,
but shall be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the instructions of, the
Requisite Tranche A Lenders, the Requisite Tranche B Lenders or the Requisite
Tranche C Lenders, as applicable, and such instructions shall be binding upon
all Lenders; PROVIDED, HOWEVER, that no Agent shall be required to take any
action which (i) such Agent in good faith believes exposes it to personal
liability unless such Agent receives an indemnification satisfactory to it from
the Lenders with respect to such action or (ii) is contrary to this Agreement or
applicable law. Each Agent agrees to give to each Lender prompt notice of each
notice given to it by any Loan Party pursuant to the terms of this Agreement or
the other Loan Documents.

                  (d) In performing its functions and duties hereunder and under
the other Loan Documents, each Agent is acting solely on behalf of the Lenders
and its duties are entirely administrative in nature. No Agent assumes and shall
not be deemed to have assumed any obligation other than as expressly set forth
herein and in the other Loan Documents or any other relationship as the agent,
fiduciary or trustee of or for any Lender or holder of any other Obligation. Any
Agent may perform any of its duties under any of the Loan Documents by or
through its agents or employees.

                  SECTION 10.2 AGENT'S RELIANCE, ETC. Neither the Agents nor any
of their respective Affiliates or any of the respective directors, partners,
officers, agents or employees of any Agent or any such Affiliate shall be liable
for any action taken or omitted to be taken by it, him, her or them under or in
connection with this Agreement or the other Loan Documents, except for its, his,
her or their own gross negligence or willful misconduct. Without limiting the
foregoing, each Agent, as is applicable, (a) may treat the payee of any Note as
its holder until such Note has been assigned in accordance with SECTION 11.2;
(b) may rely on the Register to the extent set forth in SECTION 11.2(c); (c) may
consult with legal counsel (including counsel to the Borrower), independent
public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with
the advice of such counsel, accountants or experts; (d) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations made by or on behalf of the Borrower
or any of its Subsidiaries in or in connection with this Agreement or


                                       93

<Page>

any of the other Loan Documents; (e) shall not have any duty to ascertain or to
inquire either as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or any of the other Loan Documents or
the financial condition of any Loan Party, or the existence or possible
existence of any Default or Event of Default; (f) shall not be responsible to
any Lender for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the attachment, perfection or priority
of any Lien created or purported to be created under or in connection with, this
Agreement or any of the other Loan Documents or any other instrument or document
furnished pursuant hereto or thereto; and (g) shall incur no liability under or
in respect of this Agreement or any of the other Loan Documents by acting upon
any notice, consent, certificate or other instrument or writing (which may be by
telecopy) or any telephone message believed by it to be genuine and signed or
sent by the proper party or parties.

                  SECTION 10.3 THE AGENTS INDIVIDUALLY. With respect to its
Ratable Portion, GSCP shall have and may exercise the same rights and powers
hereunder and is subject to the same obligations and liabilities as and to the
extent set forth herein for any other Lender. The terms "LENDERS" or "REQUISITE
LENDERS" or any similar terms shall, unless the context clearly otherwise
indicates, include each Agent in its individual capacity as a Lender or as one
of the Requisite Lenders. GSCP and its may accept deposits from, lend money to,
and generally engage in any kind of banking, trust or other business with any
Loan Party as if it were not acting as an Agent.

                  SECTION 10.4 LENDER CREDIT DECISION. Each Lender acknowledges
that it shall, independently and without reliance upon the Arranger, the
Administrative Agent or any other Lender conduct its own independent
investigation of the financial condition and affairs of the Borrower and each
other Loan Party in connection with the making and continuance of the Loans.
Each Lender also acknowledges that it will, independently and without reliance
upon the Arranger, the Administrative Agent or any other Lender and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement and other Loan Documents.

                  SECTION 10.5 INDEMNIFICATION. Each Lender agrees to indemnify
each Agent and each of its Affiliates, and each of their respective directors,
partners, officers, employees, agents and advisors (to the extent not reimbursed
by the Borrower), from and against such Lender's aggregate Ratable Portion of
any and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses and disbursements (including fees and
disbursements of legal counsel or other advisors) of any kind or nature
whatsoever which may be imposed on, incurred by, or asserted against, such Agent
or any of its Affiliates, directors, partners, officers, employees, agents and
advisors in any way relating to or arising out of this Agreement or the other
Loan Documents or any action taken or omitted by such Agent under this Agreement
or the other Loan Documents; PROVIDED, HOWEVER, 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 such
Agent's or such Affiliate's gross negligence or willful misconduct. Without
limiting the foregoing, each Lender agrees to reimburse each Agent promptly upon
demand for its ratable share of any out-of-pocket expenses (including fees and
disbursements of legal counsel or other advisors) incurred by such Agent in
connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in


                                       94

<Page>

respect of its rights or responsibilities under, this Agreement or the other
Loan Documents, to the extent that such Agent is not reimbursed for such
expenses by the Borrower or another Loan Party.

                  SECTION 10.6 SUCCESSOR AGENTS. Any Agent may resign at any
time by giving written notice thereof to the Lenders and the Borrower. Upon any
such resignation, the Requisite Lenders, shall have the right to appoint a
successor Agent which, so long as no Default or Event of Default has occurred
and is continuing, shall be reasonably acceptable to the Borrower. If no
successor Agent shall have been so appointed by the Requisite Lenders, and shall
have accepted such appointment, within 30 days after the retiring Agent's giving
of notice of resignation, then the retiring Agent may, on behalf of the Lenders,
appoint a successor Agent, selected from among the Lenders then entitled to
instruct such Agent. Upon the acceptance of any appointment as Administrative
Agent or Collateral Agent, as the case may be, by a successor Agent, such
successor Agent shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under this Agreement and the other
Loan Documents. Prior to any retiring Agent's resignation hereunder as
Administrative Agent or Collateral Agent, as the case may be, the retiring Agent
shall take such action as may be reasonably necessary to assign to the successor
Agent its rights as Administrative Agent or Collateral Agent, as the case may
be, under the Loan Documents. After such resignation, the retiring Agent shall
continue to have the benefit of this ARTICLE X as to any actions taken or
omitted to be taken by it while it was Administrative Agent or Collateral Agent,
as the case may be, under this Agreement and the other Loan Documents.

                  SECTION 10.7 CONCERNING THE COLLATERAL, THE COLLATERAL
DOCUMENTS AND THE GUARANTY.

                  (a) TRANCHE A COLLATERAL. (i) Each Lender agrees that any
           action taken by the Collateral Agent or the Requisite Tranche A
           Lenders (or, where required by the express terms of this
           Agreement, a greater proportion of the Lenders) with respect to
           the Tranche A Collateral in accordance with the provisions of this
           Agreement or of the other Loan Documents, and the exercise by the
           Collateral Agent or the Requisite Tranche A Lenders (or, where so
           required, such greater proportion) of the powers set forth herein
           or therein, together with such other powers as are reasonably
           incidental thereto, shall be authorized and binding upon all of
           the Lenders and other Secured Parties. Without limiting the
           generality of the foregoing, the Collateral Agent shall have the
           sole and exclusive right and authority to (A) act as the
           disbursing and collecting agent for the Lenders with respect to
           all payments and collections arising in connection herewith and
           with the Tranche A Collateral Documents in connection with the
           Tranche A Collateral; (B) execute and deliver each Tranche A
           Collateral Document and accept delivery of each such agreement
           delivered by the Borrower or any of its Subsidiaries; (C) act as
           collateral agent for the Lenders and the other Secured Parties for
           purposes of the perfection of all security interests and Liens
           created by such agreements and all other purposes stated therein;
           PROVIDED, HOWEVER, that the Collateral Agent hereby appoints,
           authorizes and directs each Lender to act as collateral sub-agent
           for the Collateral Agent and the Lenders for purposes of the
           perfection of all security interests and Liens with respect to the
           Borrower's and its Subsidiaries' respective deposit accounts
           maintained with, and cash and Cash Equivalents held by, such
           Lender; (D) manage, supervise and otherwise deal with the Tranche
           A Collateral; (E) take such

                                       95

<Page>

           action as is necessary or desirable to maintain the perfection and
           priority of the security interests and Liens created or purported
           to be created by the Tranche A Collateral Documents; and (F) except
           as may be otherwise specifically restricted by the terms hereof or
           of any other Loan Document, exercise all remedies given to the
           Collateral Agent, the Lenders and the other Secured Parties with
           respect to the Tranche A Collateral under the Loan Documents
           relating thereto, applicable law or otherwise.

                      (ii) Each of the Lenders hereby directs, in accordance
           with the terms hereof, the Collateral Agent to release (or, in the
           case of clause (b) below, release or subordinate) any Lien held by
           the Collateral Agent for the benefit of the Lenders:

                                 (A) against all of the Tranche A Collateral,
                      upon payment and satisfaction in full of all Loans and
                      related Obligations which have matured and which the
                      Administrative Agent has been notified in writing are then
                      due and payable;

                                 (B) against any assets that are subject to a
                      Lien permitted by SECTION 8.2(d) or (e); and

                                 (C) against any part of the Tranche A
                      Collateral sold or disposed of by a Loan Party if such
                      sale or disposition is permitted by this Agreement (or
                      permitted pursuant to a waiver or consent of a transaction
                      otherwise prohibited by this Agreement), against the
                      Inactive Subsidiary upon dissolution thereof, or, if not
                      pursuant to such sale or disposition, against Tranche A
                      Collateral with a Fair Market Value of up to $500,000, if
                      such release is consented to by the Requisite Tranche A
                      Lenders, or any part of the Tranche A Collateral in excess
                      of such amount, if such release is consented to by the
                      Lenders.

                      (iii) Each of the Lenders hereby directs the Collateral
           Agent to execute and deliver or file such termination and partial
           release statements and do such other things as are necessary to
           release Liens to be released pursuant to this SECTION 10.7 promptly
           upon the effectiveness of any such release.

                      (iv) Following satisfaction in full of all Tranche A Loans
           and all related Obligations which have matured, the Lenders hereby
           agree that (i) the Tranche A Lenders shall have no further rights
           under this SECTION 10.7(a), (ii) all rights in favor of the Tranche A
           Lenders provided for hereunder shall be assigned to, and assumed by,
           the Tranche B Lenders and (iii) all references in this SECTION
           10.7(a) to "TRANCHE A LENDERS" shall be deemed to be to "TRANCHE B
           LENDERS".

                  (b) TRANCHE B COLLATERAL. (i) Each Lender agrees that any
           action taken by the Collateral Agent or the Requisite Tranche B
           Lenders (or, where required by the express terms of this
           Agreement, a greater proportion of the Lenders) with respect to
           the Tranche B Collateral in accordance with the provisions of this
           Agreement or of the other Loan Documents, and the exercise by the
           Collateral Agent or the Requisite Tranche B Lenders (or, where so
           required, such greater proportion) of the powers set forth herein
           or therein, together with such other powers as

                                       96

<Page>

           are reasonably incidental thereto, shall be authorized and binding
           upon all of the Lenders and other Secured Parties. Without
           limiting the generality of the foregoing, the Collateral Agent
           shall have the sole and exclusive right and authority to (A) act
           as the disbursing and collecting agent for the Lenders with
           respect to all payments and collections arising in connection
           herewith and with the Tranche B Collateral Documents in connection
           with the Tranche B Collateral; (B) execute and deliver each
           Tranche B Collateral Document and accept delivery of each such
           agreement delivered by the Borrower or any of its Subsidiaries;
           (C) act as collateral agent for the Lenders and the other Secured
           Parties for purposes of the perfection of all security interests
           and Liens created by such agreements and all other purposes stated
           therein; PROVIDED, HOWEVER, that the Collateral Agent hereby
           appoints, authorizes and directs each Lender to act as collateral
           sub-agent for the Collateral Agent and the Lenders for purposes of
           the perfection of all security interests and Liens with respect to
           the Borrower's and its Subsidiaries' respective deposit accounts
           maintained with, and cash and Cash Equivalents held by, such
           Lender; (D) manage, supervise and otherwise deal with the Tranche
           B Collateral; (E) take such action as is necessary or desirable to
           maintain the perfection and priority of the security interests and
           Liens created or purported to be created by the Tranche B
           Collateral Documents; and (F) except as may be otherwise
           specifically restricted by the terms hereof or of any other Loan
           Document, exercise all remedies given to the Collateral Agent, the
           Lenders and the other Secured Parties with respect to the Tranche
           B Collateral under the Loan Documents relating thereto, applicable
           law or otherwise.

                      (ii) Each of the Lenders hereby directs, in accordance
           with the terms hereof, the Collateral Agent to release (or, in the
           case of clause (b) below, release or subordinate) any Lien held by
           the Collateral Agent for the benefit of the Lenders:

                                 (A) against all of the Tranche B Collateral,
                      upon payment and satisfaction in full of all Loans and all
                      Obligations which have matured and which the
                      Administrative Agent has been notified in writing are then
                      due and payable;

                                 (B) against any assets that are subject to a
                      Lien permitted by SECTION 8.2(d) or (e); and

                                 (C) against any part of the Tranche B
                      Collateral sold or disposed of by a Loan Party if such
                      sale or disposition is permitted by this Agreement (or
                      permitted pursuant to a waiver or consent of a transaction
                      otherwise prohibited by this Agreement), against the
                      Inactive Subsidiary upon dissolution thereof, or, if not
                      pursuant to such sale or disposition, against Tranche B
                      Collateral with a Fair Market Value of up to $500,000, if
                      such release is consented to by the Requisite Tranche B
                      Lenders, or any part of the Tranche B Collateral in excess
                      of such amount, if such release is consented to by the
                      Lenders.

                      (iii) Each of the Lenders hereby directs the Collateral
           Agent to execute and deliver or file such termination and partial
           release statements and do such other things as are necessary to
           release Liens to be released pursuant to this SECTION 10.7 promptly
           upon the effectiveness of any such release.


                                       97

<Page>

                      (iv) Following satisfaction in full of all Tranche B Loans
           and all related Obligations which have matured, the Lenders hereby
           agree that (i) the Tranche B Lenders shall have no further rights
           under this SECTION 10.7(b), (ii) all rights in favor of the Tranche B
           Lenders provided for hereunder shall be assigned to, and assumed by,
           the Tranche A Lenders and (iii) all references in this SECTION
           10.7(b) to "TRANCHE B LENDERS" shall be deemed to be to "TRANCHE A
           LENDERS".

                  (c) TRANCHE C COLLATERAL. The Lenders further agree that
following satisfaction in full of all Tranche A Loans and all Tranche B Loans
and all related Obligations which have matured, (i) the Tranche A Lenders and
the Tranche B Lenders shall have no further rights under SECTION 10.7(a) and
(b), (ii) all rights in favor of the Tranche A Lenders and the Tranche B Lenders
provided for in SECTION 10.7(a) and (b) shall be assigned to, and assumed by,
the Tranche C Lenders and (iii) all references in SECTIONS 10.7(a) and (b) to
"TRANCHE A LENDERS" or "TRANCHE B LENDERS" shall be deemed to be to "TRANCHE C
LENDERS".

                  (d) APPLICATION OF PROCEEDS OF COLLATERAL. Upon receipt of any
proceeds of Collateral, the Collateral Agent shall promptly pay such proceeds
over to the Administrative Agent for application as set forth in SECTION 2.10.

                  (e) RELEASE OF LOAN Parties. Each of the Lenders hereby
directs, in accordance with the terms hereof, the Administrative Agent to
release any Loan Party from the Guaranty upon a sale of such Loan Party
permitted under this Agreement (or permitted pursuant to a waiver or consent of
any prohibition of such transaction under this Agreement).

                  SECTION 10.8 COLLATERAL MATTERS RELATING TO RELATED
OBLIGATIONS. The benefit of the Loan Documents and of the provisions of this
Agreement relating to the Collateral shall extend to and be available in respect
of any Secured Obligation which arises under any Hedging Contract, cash
management agreement entered into by a Loan Party and a Lender in connection
with this Agreement, or which is otherwise owed to an Affiliate of a Lender
(collectively, "RELATED OBLIGATIONS") solely on the condition and understanding,
as among the Agents and all Secured Parties, that (i) the Related Obligations
shall be entitled to the benefit of the Loan Documents and the Collateral to the
extent expressly set forth in this Agreement and the other Loan Documents and to
such extent the Agent party to the applicable Loan Document shall hold, and have
the right and power to act with respect to, the Guaranty and the Collateral on
behalf of and as agent for the holders of the Related Obligations, but the
applicable Agent is otherwise acting solely as agent for the Lenders and shall
have no fiduciary duty, duty of loyalty, duty of care, duty of disclosure or
other obligation whatsoever to any holder of Related Obligations; (ii) all
matters, acts and omissions relating in any manner to the Guaranty, the
Collateral, or the omission, creation, perfection, priority, abandonment or
release of any Lien, shall be governed solely by the provisions of this
Agreement and the other Loan Documents and no separate Lien, right, power or
remedy shall arise or exist in favor of any Secured Party under any separate
instrument or agreement or in respect of any Related Obligation; and (iii) each
Secured Party shall be bound by all actions taken or omitted, in accordance with
the provisions of this Agreement and the other Loan Documents, by the applicable
Agent and the Requisite Lenders, the Requisite Tranche A Lenders, the Requisite
Tranche B Lenders or the Requisite Tranche C Lenders, as the case may be, each
of whom shall be entitled to act at its sole discretion and exclusively in its
own interest given its own interest in the Loans and other Obligations to it


                                       98

<Page>

arising under this Agreement or the other Loan Documents, without any duty or
liability to any other Secured Party or as to any Related Obligation and without
regard to whether any Related Obligation remains outstanding or is deprived of
the benefit of the Collateral or becomes unsecured or is otherwise affected or
put in jeopardy thereby; and (iv) no holder of Related Obligations and no other
Secured Party (except the Agents and the Lenders, to the extent set forth in
this Agreement) shall have any right to be notified of, or to direct, require or
be heard with respect to, any action taken or omitted in respect of the
Collateral or under this Agreement or the Loan Documents; and (v) no holder of
any Related Obligation shall exercise any right of setoff, banker's lien or
similar right except as expressly provided in SECTION 11.7.

                                   ARTICLE XI
                                  MISCELLANEOUS

                  SECTION 11.1 AMENDMENTS, WAIVERS, ETC.

                  (a) CONSENT OF REQUISITE LENDERS. Subject to the specific
voting provisions set forth in CLAUSE (b) below, no amendment or waiver of any
provision of (v) this Agreement or any other Loan Document (other than the
Tranche A Loan Documents or the Tranche B Loan Documents) nor consent to any
departure by any Loan Party therefrom shall in any event be effective unless the
same shall be signed by the Administrative Agent and by the Requisite Lenders,
(w) the Tranche A Loan Documents or the Tranche B Loan Documents nor consent to
any departure by any Loan Party therefrom shall in any event be effective unless
the same shall be signed by the Administrative Agent and by the Requisite
Tranche A Lenders or the Requisite Tranche B Lenders, respectively, (x) SECTION
2.10(a) shall in any event be effective unless the same shall be signed by the
Requisite Tranche A Lenders, (y) SECTION 2.10(b) shall in any event be effective
unless the same shall be signed by the Requisite Tranche B Lenders or (z)
SECTION 2.10(c) shall in any event be effective unless the same shall be signed
by the Requisite Tranche C Lenders;

                  (b) CONSENT OF ALL AFFECTED LENDERS. Prior to the
effectiveness thereof, each Lender affected thereby shall have signed any
amendment or waiver of any provision of this Agreement or any other Loan
Document or consent to any departure by any Loan Party therefrom that:

                      (i) waives any of the conditions specified in SECTION 3.1
           OR 3.2, as applicable, except with respect to a condition based upon
           another provision hereof, the waiver of which requires only the
           concurrence of the Requisite Lenders, the Requisite Tranche A
           Lenders, the Requisite Tranche B Lenders or the Requisite Tranche C
           Lenders, as the case may be;

                      (ii) increases the Commitments of such Lender; PROVIDED,
           HOWEVER, that any such increase resulting in the increase in the
           aggregate amount of Tranche A Loans or Tranche A Commitments shall
           also require the consent of all Lenders, any such increase resulting
           in the increase in the aggregate amount of Tranche B Loans or Tranche
           B Commitments shall also require the consent of the Requisite Tranche
           B Lenders and any such increase resulting in the increase in the
           aggregate amount of Tranche C Loans


                                       99

<Page>

           or Tranche C Commitments shall also require the consent of the
           Requisite Tranche C Lenders;

                      (iii) extends the scheduled final maturity of any Loan, or
           waives, reduces or postpones any scheduled date fixed for the payment
           or reduction of principal (it being understood that SECTION 2.6 does
           not provide for scheduled dates fixed for payment) or of the
           Commitments;

                      (iv) reduces the principal amount of any Loan (other than
           by the payment or prepayment thereof);

                      (v) reduces the rate of interest on any Loan or any fee
           payable hereunder;

                      (vi) postpones any scheduled date fixed for payment of
           interest or fees;

                      (vii) (A) change in any manner the definition of "RATABLE
           PORTION" (except for any changes resulting solely from an additional
           Commitment approved by Requisite Lenders); (B) change the definition
           of "REQUISITE TRANCHE A LENDERS" without the consent of all Tranche A
           Lenders; (C) change the definition of "REQUISITE TRANCHE B LENDERS"
           without the consent of all Tranche B Lenders; (D) change the
           definition of "REQUISITE TRANCHE C LENDERS" without the consent of
           all Tranche C Lenders; or (E) change the definition of "REQUISITE
           LENDERS" without the consent of all Lenders (except for any changes
           resulting solely from an additional Commitment approved by Requisite
           Lenders);

                      (viii) release Collateral except as provided in SECTION
           10.7(a)(ii), (b)(ii) or 10.7(c) or release any Subsidiary Guarantor
           from its obligations under the Guaranty (other than the Inactive
           Subsidiary upon the dissolution thereof which shall not require the
           consent of any Lender) or the Borrower from its obligations hereunder
           except in connection with sale or other disposition of such Loan
           Party permitted by this Agreement (or permitted pursuant to a waiver
           or consent of a transaction otherwise prohibited by this Agreement);
           or

                      (ix) (A) amends SECTION 10.7(a)(ii) without the consent of
           all the Tranche A Lenders, (B) amends SECTION 10.7(b)(ii) without the
           consent of all the Tranche B Lenders or (C) amends SECTION 10.7(c)
           without the consent of all the Tranche C Lenders; and

PROVIDED FURTHER, HOWEVER, that no amendment, waiver or consent shall, unless in
writing and signed by the applicable Agent in addition to the Lenders required
above to take such action, affect the rights or duties of the Administrative
Agent, the Arranger or the Collateral Agent under this Agreement or the other
Loan Documents.

                  (c) The Administrative Agent may, but shall have no obligation
to, with the written 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 the Borrower in any


                                      100

<Page>

case shall entitle the Borrower to any other or further notice or demand in
similar or other circumstances.

                  (d) No amendment or waiver of any provision of this Agreement
or any other Loan Document nor consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be in writing.

                  (e) In connection with any proposed amendment, modification,
waiver or termination (a "PROPOSED CHANGE") requiring the consent of all
affected Lenders, the consent of Requisite Lenders (or, as applicable, the
Requisite Tranche A Lenders, the Requisite Tranche B Lenders or the Requisite
Tranche C Lenders) is obtained, but the consent of other Lenders whose consent
is required is not obtained (any such Lender whose consent is not obtained as
described in this SECTION 11.1 being referred to as a "NON-CONSENTING LENDER"),
then, so long as the Lender that is acting as the Administrative Agent is not a
Non-Consenting Lender, the Administrative Agent or an Eligible Assignee that is
acceptable to the Administrative Agent shall have the right with the
Administrative Agent's consent and in the Administrative Agent's sole discretion
(but shall have no obligation) to purchase from such Non-Consenting Lender, and
such Non-Consenting Lender agrees that it shall, upon the Administrative Agent's
request, sell and assign to the Lender that is acting as the Administrative
Agent or such Eligible Assignee, all of the Loans of such Non-Consenting Lender
for an amount equal to the principal balance of all Loans held by the
Non-Consenting Lender and all accrued interest and fees with respect thereto
through the date of sale, such purchase and sale to be consummated pursuant to
an executed Assignment and Acceptance.

                  SECTION 11.2 ASSIGNMENTS AND PARTICIPATIONS.

                  (a) Each Lender may sell, transfer, negotiate or assign to one
or more Eligible Assignees all or a portion of its rights and obligations
hereunder (including all of its rights and obligations with respect to the
Tranche A Loans, the Tranche B Loans and the Tranche C Loans); PROVIDED,
HOWEVER, that (i) the aggregate amount being assigned pursuant to each such
assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event (if less than the Assignor's
entire interest) be less than $1,000,000 or an integral multiple of $1,000,000
in excess thereof, except, in either case, (A) with the consent of the
Administrative Agent or (B) if such assignment is being made to a Lender or an
Affiliate or Approved Fund of such Lender, and (ii) if such Eligible Assignee is
not, prior to the date of such assignment, a Lender or an Affiliate or Approved
Fund of a Lender, such assignment shall be subject to the prior consent of the
Administrative Agent.

                  (b) The parties to each assignment shall execute and deliver
to the Administrative Agent, for its consent, acceptance and recording, an
Assignment and Acceptance, together with any Note (if the assigning Lender's
Loans are evidenced by a Note) subject to such assignment. Upon such execution,
delivery, consent, acceptance and recording from and after the effective date
specified in such Assignment and Acceptance, (i) the assignee thereunder shall
become a party hereto and, to the extent that rights and obligations under the
Loan Documents have been assigned to such assignee pursuant to such Assignment
and Acceptance, have the rights and obligations of a Lender, and (ii) the
assignor thereunder shall, to the extent that rights and obligations under this
Agreement have been assigned by it pursuant to such Assignment and


                                      101

<Page>

Acceptance, relinquish its rights (except those which survive the payment in
full of the Obligations) and be released from its obligations under the Loan
Documents, other than those relating to events or circumstances occurring prior
to such assignment (and, in the case of an Assignment and Acceptance covering
all or the remaining portion of an assigning Lender's rights and obligations
under the Loan Documents, such Lender shall cease to be a party hereto).

                  (c) The Administrative Agent shall maintain at its address
referred to in SECTION 11.9 a copy of each Assignment and Acceptance delivered
to and accepted by it and a register for the recording of the names and
addresses of the Lenders and principal amount of the Loans owing to each Lender
from time to time (the "REGISTER"). The entries in the Register shall be
conclusive and binding for all purposes, absent manifest error, and the Loan
Parties, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register as a Lender for all purposes of this Agreement.
Solely for the purposes of maintaining the Register, the Administrative Agent
shall be deemed to be the Borrower's agent, in addition to agent for the
Lenders.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an assignee, the Administrative Agent shall, if such
Assignment and Acceptance has been completed and consented to, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the Borrower. Within five
Business Days after its receipt of such notice, the Borrower, at its own
expense, shall, if requested by such assignee, execute and deliver to the
Administrative Agent, new Notes to the order of such assignee in an amount equal
to the Loans assumed by it pursuant to such Assignment and Acceptance and, if
the assigning Lender has surrendered any Note for exchange in connection with
the assignment and has retained Loans hereunder, new Notes to the order of the
assigning Lender in an amount equal to the Loans retained by it hereunder. Such
new Notes shall be dated the same date as the surrendered Notes and be in
substantially the form of EXHIBIT B hereto.

                  (e) In addition to the other assignment rights provided in
this SECTION 11.2, each Lender may pledge or assign a security interest in any
of its rights under this Agreement (including rights to payments of principal or
interest on the Loans) to secure obligations to (i) any Federal Reserve Bank
pursuant to Regulation A of the Federal Reserve Board and (ii) in the case of
any Lender that is a Fund, any holders of obligations owed or Securities issued
by such Lender as security for such obligations or Securities, or any trustee
for, or any other representative of, such holders, and this Section shall not
apply to any such pledge or assignment of a security interest; PROVIDED,
HOWEVER, that no such assignment shall release the assigning Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

                  (f) Each Lender may sell participations to one or more Persons
in or to all or a portion of its rights and obligations under the Loan Documents
(including all its rights and obligations with respect to the Loans). The terms
of such participation shall not, in any event, require the participant's consent
to any amendments, waivers or other modifications of any provision of any Loan
Documents, the consent to any departure by any Loan Party therefrom, or to the
exercising or refraining from exercising any powers or rights which such Lender
may have under or in respect of the Loan Documents (including the right to
enforce the obligations of the


                                      102

<Page>

Loan Parties), except if any such amendment, waiver or other modification or
consent would (i) reduce the amount, or postpone any date fixed for, any amount
(whether of principal, interest or fees) payable to such participant under the
Loan Documents, to which such participant would otherwise be entitled under such
participation or (ii) result in the release of all or substantially all of the
Collateral other than in accordance with SECTION 10.7(a), (b) or (c), as
applicable. In the event of the sale of any participation by any Lender, (A)
such Lender's obligations under the Loan Documents shall remain unchanged, (B)
such Lender shall remain solely responsible to the other parties for the
performance of such obligations, (C) such Lender shall remain the holder of such
Obligations for all purposes of this Agreement, and (D) the Borrower, the
Administrative Agent and the other Lenders shall continue to deal solely and
directly with such Lender in connection with such Lender's rights and
obligations under this Agreement. Each participant shall be entitled to the
benefits of SECTIONS 2.13, 2.14 and 2.15 as if it were a Lender; PROVIDED,
HOWEVER, that anything herein to the contrary notwithstanding, the Borrower
shall not, at any time, be obligated to pay to any participant of any interest
of any Lender, under SECTION 2.13, 2.14 or 2.15, any sum in excess of the sum
which the Borrower would have been obligated to pay to such Lender in respect of
such interest had such participation not been sold.

                  SECTION 11.3 ASSIGNMENT OF TRANCHE A LOANS.

                  (a) If the Requisite Tranche A Lenders give notice to the
Administrative Agent that such Lenders wish to accelerate payment of the Tranche
A Loans, or seek any other remedies in respect of an Event of Default, pursuant
to SECTION 9.2, then the Tranche B Lenders shall have the option, in their sole
discretion, to purchase the Tranche A Loans from the Tranche A Lenders pursuant
to the provisions set forth in SECTION 11.2.

                  (b) Within 3 Business Days of the receipt by the
Administrative Agent of the notice referred to in CLAUSE (a) above, the
Administrative Agent shall give written notice thereof to each of the Lenders.

                  (c) Within 7 Business Days of receipt of notice from the
Administrative Agent pursuant to CLAUSE (b) above, the Tranche B Lenders shall
give notice to each other Lender and the Administrative Agent, of the amount of
the Tranche A Loans, if any, for which it is willing to accept an assignment,
pursuant to the provisions of SECTION 11.2(a) (each such Tranche B Lender, a
"TRANCHE B PURCHASING LENDER") at a purchase price equal to the principal
balance of such Tranche A Loan and all accrued interest and fees with respect
thereto through the date of assignment.

                  (d) If the aggregate amount of the Tranche A Loans that the
Tranche B Purchasing Lenders are willing to take an assignment of is less than
the aggregate outstanding amount of the Tranche A Loans, there shall be no
assignment of any Tranche A Loans to any Tranche B Lender pursuant to this
SECTION 11.3 and the Administrative Agent shall proceed promptly to advise each
Lender and the Borrower that the Tranche A Lenders are accelerating the Loans
and seeking certain remedies, as the case may be.

                  (e) If the Tranche B Purchasing Lenders notify the
Administrative Agent that they are willing to accept assignments of Tranche A
Loans in an aggregate amount that is equal to or exceeds the aggregate
outstanding amount of the Tranche A Loans at the price set forth in


                                      103

<Page>

(c) above, within 5 Business Days thereof, (i) the Tranche A Lenders shall
assign their Tranche A Loans, and the Tranche B Purchasing Lenders shall assume
the Tranche A Loans, each in accordance with SECTION 11.2 above and CLAUSE (ii)
below at such price and (ii) the Tranche A Loans shall be allocated among the
Tranche B Purchasing Lenders on a PRO RATA basis in accordance with the amount
of Tranche A Loans such Tranche B Purchasing Lender is willing to take an
assignment of.

                  (f) Upon the effectiveness of each of the assignments provided
for above, each Tranche B Purchasing Lender shall be a "TRANCHE A LENDER" for
all purposes of this Agreement and each other Loan Document.

                  (g) During the period commencing on the date of the delivery
of the notice referred to in CLAUSE (a) above and ending on the tenth Business
Day thereafter, the Tranche A Lenders agree to forebear from exercising any
remedies under the Credit Agreement other than as necessary to preserve their
position hereunder, as long as the Tranche B Lenders do not accelerate any
Obligations hereunder or commence exercising any remedies under the Loan
Documents.

                  SECTION 11.4 COSTS AND EXPENSES.

                  (a) The Borrower agrees upon demand to pay, or reimburse each
Agent all of such Agent's reasonable internal and external audit, legal,
appraisal, valuation, filing, document duplication and reproduction and
investigation expenses and for all other reasonable out-of-pocket costs and
expenses of every type and nature (including, without limitation, the reasonable
fees, expenses and disbursements of the Administrative Agent's and the
Arranger's counsel, O'Melveny & Myers LLP, local legal counsel, auditors,
accountants, appraisers, printers, insurance and environmental advisers, and
other consultants and agents) incurred by such party in connection with (i) such
Agent's audit and investigation of the Borrower and its Subsidiaries in
connection with the preparation, negotiation and execution of the Loan Documents
and the Administrative Agent's periodic audits of the Borrower and its
Subsidiaries, as the case may be; (ii) the preparation, negotiation, execution
and interpretation of this Agreement (including, without limitation, the
satisfaction or attempted satisfaction of any of the conditions set forth in
SECTION 3.1 and SECTION 3.2), the Loan Documents and any proposal letter or
commitment letter issued in connection therewith and the making of the Loans
hereunder; (iii) the creation, perfection or protection of the Liens under the
Loan Documents (including, without limitation, any reasonable fees and expenses
for local counsel in various jurisdictions); (iv) the ongoing administration of
this Agreement and the Loans, including consultation with attorneys in
connection therewith and with respect to each Agent's rights and
responsibilities hereunder and under the other Loan Documents; (v) the
protection, collection or enforcement of any of the Obligations or the
enforcement of any of the Loan Documents; (vi) the commencement, defense or
intervention in any court proceeding relating in any way to the Obligations, any
Loan Party, any of the Borrower's Subsidiaries, the Network Affiliation
Agreements, the Cable Carriage Agreements, this Agreement or any of the other
Loan Documents; (vii) the response to, and preparation for, any subpoena or
request for document production with which each Agent is served or deposition or
other proceeding in which the Agent is called to testify, in each case, relating
in any way to the Obligations, any Loan Party the Network Affiliation
Agreements, this Agreement or any of the other Loan Documents and Network
Affiliation Agreements; and


                                      104

<Page>

(viii) any amendments, consents, waivers, assignments, restatements, or
supplements to any of the Loan Documents and the preparation, negotiation, and
execution of the same.

                  (b) The Borrower further agrees to pay or reimburse each Agent
and each of the Lenders upon demand for all out-of-pocket costs and expenses,
including, without limitation, reasonable attorneys' fees (including allocated
costs of internal counsel and costs of settlement) and fees of other advisors,
incurred by such Agent or such Lenders (i) in enforcing any Loan Document or
Obligation or any security therefor or exercising or enforcing any other right
or remedy available by reason of an Event of Default; (ii) in connection with
any refinancing or restructuring of the credit arrangements provided hereunder
in the nature of a "WORK-OUT" or in any insolvency or bankruptcy proceeding;
(iii) in commencing, defending or intervening in any litigation or in filing a
petition, complaint, answer, motion or other pleadings in any legal proceeding
relating to the Obligations, any Loan Party, and related to or arising out of
the transactions contemplated hereby or by any of the other Loan Documents; and
(iv) in taking any other action in or with respect to any suit or proceeding
(bankruptcy or otherwise) described in CLAUSES (i) through (iii) above.

                  SECTION 11.5 INDEMNITIES.

                  (a) The Borrower agrees to indemnify and hold harmless the
Administrative Agent, the Arranger, the Collateral Agent, each Lender and each
of their respective affiliates and each of the respective partners, officers,
directors, employees, agents, advisors, attorneys and representatives of each
(each, an "INDEMNIFIED PARTY") from and against any and all claims, damages,
losses, liabilities and expenses (including, without limitation, reasonable fees
and disbursements of counsel), joint or several, that may be incurred by or
asserted or awarded against any Indemnified Party (including, without
limitation, in connection with or relating to any investigation, litigation or
proceeding or the preparation of any defense in connection therewith), in each
case arising out of or in connection with or by reason of any Loan Document, any
Obligation or any of the transactions contemplated thereby, or any actual or
proposed use of the proceeds of the Loans, except to the extent such claim,
damage, loss, liability or expense is found in a final non-appealable judgment
by a court of competent jurisdiction to have resulted from such Indemnified
Party's gross negligence or willful misconduct. In the case of an investigation,
litigation or other proceeding to which the indemnity in this paragraph applies,
such indemnity shall be effective whether or not such investigation, litigation
or proceeding is brought by a Borrower, any of its directors, securityholders or
creditors, an Indemnified Party or any other person, or an Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated. The Borrower further agrees that no Indemnified Party
shall have any liability (whether direct or indirect, in contract, tort or
otherwise) to any Loan Party or any of their respective securityholders or
creditors for or in connection with the transactions contemplated hereby, except
for direct damages (as opposed to special, indirect, consequential or punitive
damages (including, without limitation, any loss of profits, business or
anticipated savings)) determined in a final non-appealable judgment by a court
of competent jurisdiction to have resulted from such Indemnified Party's gross
negligence or willful misconduct. Without limiting the foregoing, Indemnified
Matters include (i) all Environmental Liabilities and Costs arising from or
connected with the past, present or future operations of the Borrower or any of
its Subsidiaries involving any property subject to a Collateral Document, or
damage to real or personal property or natural resources or harm or


                                      105

<Page>

injury alleged to have resulted from any Release of Contaminants on, upon or
into such property or any contiguous real estate; (ii) any costs or liabilities
incurred in connection with any Remedial Action concerning the Borrower or any
of its Subsidiaries; (iii) any costs or liabilities incurred in connection with
any Environmental Lien; (iv) any costs or liabilities incurred in connection
with any other matter under any Environmental Law, including CERCLA and
applicable state property transfer laws, whether, with respect to any of such
matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a
mortgagee in possession, the successor in interest to the Borrower or any of its
Subsidiaries, or the owner, lessee or operator of any property of the Borrower
or any of its Subsidiaries by virtue of foreclosure, except, with respect to
those matters referred to in CLAUSES (i), (ii), (iii) and (iv) above, to the
extent incurred following (A) foreclosure by the Collateral Agent or any Lender,
or the Collateral Agent or any Lender having become the successor in interest to
the Borrower or any of its Subsidiaries, and (B) attributable solely to acts of
the Collateral Agent, such Lender or any agent on behalf of the Administrative
Agent or such Lender.

                  (b) The Borrower shall indemnify each Agent, and the Lenders
for, and hold each Agent and the Lenders harmless from and against, any and all
claims for brokerage commissions, fees and other compensation made against any
Agent, the Lenders for any broker, finder or consultant with respect to any
agreement, arrangement or understanding made by or on behalf of any Loan Party
or any of its Subsidiaries in connection with the transactions contemplated by
this Agreement.

                  (c) The Borrower agrees that any indemnification or other
protection provided to any Indemnitee pursuant to this Agreement (including
pursuant to this SECTION 11.5) or any other Loan Document shall (i) survive
payment in full of the Obligations and (ii) inure to the benefit of any Person
who was at any time an Indemnitee under this Agreement or any other Loan
Document.

                  SECTION 11.6 LIMITATION OF LIABILITY. The Borrower agrees that
no Indemnitee shall have any liability (whether direct or indirect, in contract,
tort or otherwise) to any Loan Party or any of their respective Subsidiaries or
any of their equity holders or creditors for or in connection with the
transactions contemplated hereby and in the other Loan Documents, except to the
extent such liability is found in a final judgment by a court of competent
jurisdiction to have resulted from such Indemnified Party's gross negligence or
willful misconduct. In no event, however, shall any Indemnified Party be liable
on any theory of liability for any special, indirect, consequential or punitive
damages and the Borrower hereby waives, releases and agrees (for itself and on
behalf of its Subsidiaries) not to sue upon any such claim for any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.

                  SECTION 11.7 RIGHT OF SET-OFF. Upon the occurrence and during
the continuance of any Event of Default each Lender and each Affiliate of a
Lender is hereby authorized at any time and from time to time, to the fullest
extent permitted by law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by such Lender or its Affiliates to or for the
credit or the account of the Borrower against any and all of the Obligations now
or hereafter existing whether or not such Lender shall have made any demand
under this Agreement or any other Loan Document and although such Obligations
may be unmatured. Each Lender agrees promptly to notify the

                                      106

<Page>

Borrower after any such set-off and application made by such Lender or its
Affiliates; PROVIDED, HOWEVER, that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Lender
under this SECTION 11.7 are in addition to the other rights and remedies
(including other rights of set-off) which such Lender may have.

                  SECTION 11.8 SHARING OF PAYMENTS, ETC.

                  (a) If any Tranche A Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off or
otherwise) on account of the Tranche A Loans made by it and generated by a
Tranche A Loan Party or derived from Tranche A Collateral (other than pursuant
to SECTIONS 2.10, 2.11, 2.13 or 2.14) in excess of its Ratable Portion of
payments obtained by all the Tranche A Lenders on account of such Obligations,
such Tranche A Lender (each, a "PURCHASING LENDER") shall forthwith purchase
from the other Tranche A Lenders (each, a "SELLING LENDER") such participations
in their Loans or other Obligations as shall be necessary to cause such
Purchasing Lender to share the excess payment ratably with each of them.

                  (b) If any Tranche B Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off or
otherwise) on account of the Tranche B Loans made by it and generated by a
Tranche B Loan Party or derived from Tranche B Collateral (other than pursuant
to SECTIONS 2.12, 2.13 or 2.14) in excess of its Ratable Portion of payments
obtained by all the Tranche B Lenders on account of such Obligations, such
Tranche B Lender (each, a "PURCHASING LENDER") shall forthwith purchase from the
other Tranche B Lenders (each, a "SELLING LENDER") such participations in their
Loans or other Obligations as shall be necessary to cause such Purchasing Lender
to share the excess payment ratably with each of them.

                  (c) If any Tranche C Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off or
otherwise) on account of the Tranche C Loans made by it in excess of its Ratable
Portion of payments obtained by all the Tranche C Lenders on account of such
Obligations, such Tranche C Lender (each, a "PURCHASING LENDER") shall forthwith
purchase from the other Tranche C Lenders (each, a "SELLING LENDER") such
participations in their Loans or other Obligations as shall be necessary to
cause such Purchasing Lender to share the excess payment ratably with each of
them.

                  (d) If any Tranche A Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off or
otherwise) on account of the Tranche A Loans made by it and generated by a
Tranche B Loan Party or derived from Tranche B Collateral (other than pursuant
to SECTIONS 2.13, 2.14 or 2.15), or if any Tranche A Lender shall, after the
sharing of payments as set forth in CLAUSE (a) above, hold payments in excess of
its Loans, such Tranche A Lender shall pay such amounts to the Administrative
Agent for application pursuant to SECTION 2.10(b).

                  (e) If any Tranche B Lender shall obtain any payment (whether
voluntary, involuntary, through the exercise of any right of set-off or
otherwise) on account of the Tranche B Loans made by it and generated by a
Tranche A Loan Party or derived from Tranche A Collateral (other than pursuant
to SECTIONS 2.13, 2.14 or 2.15), or if any Tranche B Lender shall,


                                      107

<Page>

after the sharing of payments as set forth in CLAUSE (a) above, hold payments in
excess of its Loans, such Tranche B Lender shall pay such amounts to the
Administrative Agent for application pursuant to SECTION 2.10(a).

                  (f) If all or any portion of any payment received by a
Purchasing Lender is thereafter recovered from such Purchasing Lender, such
purchase from each applicable Selling Lender shall be rescinded and such Selling
Lender shall repay to such Purchasing Lender the purchase price to the extent of
such recovery together with an amount equal to such Selling Lender's ratable
share (according to the proportion of (i) the amount of such Selling Lender's
required repayment to (ii) the total amount so recovered from such Purchasing
Lender) of any interest or other amount paid or payable by the purchasing Lender
in respect of the total amount so recovered.

                  (g) The Borrower agrees that any Purchasing Lender so
purchasing a participation from a Selling Lender pursuant to this SECTION 11.8
may, to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Lender were the direct creditor of the Borrower in the amount of such
participation.

                  SECTION 11.9 NOTICES, ETC. All notices, demands, requests and
other communications provided for in this Agreement shall be given in writing,
or by any telecommunication device or electronic communications capable of
creating a written record, and addressed to the party to be notified as follows:

                  (a) if to the Borrower:

                  c/o Granite Broadcasting Corporation
                  767 Third Avenue - 34th Floor
                  New York, New York  10017
                  Attention:  Ellen McClain Haime
                  Telecopy no: (212) 826 2858
                  Email:  ellen@granitetv.com

                  with a copy to:

                  Akin, Gump, Strauss, Hauer & Feld, L.L.P.
                  1333 New Hampshire Avenue, N.W.
                  Suite 400
                  Washington, D.C.  20036
                  Attention:  Russell W. Parks, Jr.
                  Telecopy no:  (202) 887-4288
                  Email:  rparks@akingump.com

                  (b) if to any Lender, at its Domestic Lending Office specified
opposite its name on SCHEDULE II or on the signature page of any applicable
Assignment and Acceptance; and

                                      108

<Page>

                  if to the Administrative Agent or the Collateral Agent:

                  Goldman Sachs Credit Partners L.P.
                  85 Broad Street
                  New York, New York 10004
                  Attention: Alan Waxman
                  Telecopy no: (212) 902-3757
                  Email: alan.waxman@gs.com

                  and

                  Goldman Sachs Credit Partners L.P.
                  85 Broad Street
                  New York, New York 10004
                  Attention: Sandra Stulberger
                  Telecopy no: (212) 357-4597
                  Email: sandra.stulberger@gs.com


                  RTV Ventures LLC
                  600 E. Las Colinas Blvd.
                  Suite 1354
                  Irving, Texas  75039
                  Attention: Steven S. Pluss
                  Telecopy: (972) 401-1748
                  Email: spluss@rtvventures.com

                  and

                  O'Melveny & Myers LLP
                  275 Battery Street, 26th Floor
                  San Francisco, California 94111-3305
                  Attention:  Stephanie Splane, Esq.
                  Telecopy no:  (415) 984-8701
                  Email: ssplane@omm.com

or at such other address as shall be notified in writing (i) in the case of the
Borrower and the Administrative Agent, to the other parties and (ii) in the case
of all other parties, to the Borrower and the Administrative Agent. All such
notices and communications shall be effective upon personal delivery (if
delivered by hand, including any overnight courier service), when deposited in
the mails (if sent by mail), or when properly transmitted (if sent by a
telecommunications device or through the Internet); PROVIDED, HOWEVER, that
notices and communications to the Administrative Agent pursuant to Article II or
X shall not be effective until received by the Administrative Agent.

                  SECTION 11.10 NO WAIVER; REMEDIES. No failure on the part of
any Lender, or any Agent to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver


                                      109

<Page>

thereof; nor shall any single or partial exercise of any such right preclude any
other or further exercise thereof or the exercise of any other right. The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

                  SECTION 11.11 BINDING EFFECT. This Agreement shall become
effective when it shall have been executed by the Borrower and each Agent and
when the Administrative Agent shall have been notified by each Lender that such
Lender has executed it and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Agents and each Lender and their respective
successors and assigns, except that the Borrower shall not have the right to
assign its rights hereunder or any interest herein without the prior written
consent of the Lenders.

                  SECTION 11.12 GOVERNING LAW. This Agreement and the rights and
obligations of the parties hereto shall be governed by, and construed and
interpreted in accordance with, the law of the State of New York.

                  SECTION 11.13 SUBMISSION TO JURISDICTION; SERVICE OF PROCESS.

                  (a) Any legal action or proceeding with respect to this
Agreement or any other Loan Document may be brought in the courts of the State
of New York or of the United States of America for the Southern District of New
York, and, by execution and delivery of this Agreement, the Borrower hereby
accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. The parties hereto
hereby irrevocably waive any objection, including any objection to the laying of
venue or based on the grounds of FORUM NON CONVENIENS, which any of them may now
or hereafter have to the bringing of any such action or proceeding in such
respective jurisdictions.

                  (b) The Borrower hereby irrevocably consents to the service of
any and all legal process, summons, notices and documents in any suit, action or
proceeding brought in the United States of America arising out of or in
connection with this Agreement or any of the other Loan Documents by the mailing
(by registered or certified mail, postage prepaid) or delivering of a copy of
such process to the Borrower at its address specified in SECTION 11.9. The
Borrower agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law.

                  (c) Nothing contained in this SECTION 11.13 shall affect the
right of the Administrative Agent or any Lender to serve process in any other
manner permitted by law or commence legal proceedings or otherwise proceed
against the Borrower or any other Loan Party in any other jurisdiction.

                  SECTION 11.14 WAIVER OF JURY TRIAL. Each of the Arranger, the
Administrative Agent, the Collateral Agent, the Lenders and the Borrower
irrevocably waives trial by jury in any action or proceeding with respect to
this Agreement or any other Loan Document.

                  SECTION 11.15 MARSHALING; PAYMENTS SET ASIDE. None of the
Agents or any Lender shall be under any obligation to marshal any assets in
favor of the Borrower or any other party or against or in payment of any or all
of the Obligations. To the extent that the Borrower makes a payment or payments
to any Agent, the Lenders or any of such Persons receives payment from the
proceeds of the Collateral or exercise their rights of setoff, and such payment

                                      110

<Page>

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 or required to be repaid to a trustee, receiver or any other party, then
to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied, and all Liens, right and remedies therefor, shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

                  SECTION 11.16 SECTION TITLES. The Section titles contained in
this Agreement are and shall be without substantive meaning or content of any
kind whatsoever and are not a part of the agreement between the parties hereto.

                  SECTION 11.17 DOCUMENTS EVIDENCE THE SAME INDEBTEDNESS. Upon
its effectiveness, this Agreement amends and restates in its entirety the
Existing Credit Agreement and the Notes issued under this Agreement, if any,
amend and restate the "NOTES" (as defined in the Existing Credit Agreement)
issued under the Existing Credit Agreement. This Agreement and the Notes, if
any, do not constitute and shall not be construed to evidence a novation of or a
payment and readvance of the loan principal, interest and other sums, if any,
heretofore outstanding under the Existing Credit Agreement, it being the
intention of the Borrowers, and by their signature hereto, the Administrative
Agent and Lenders, that this Agreement provide for the terms and conditions of,
and the Notes evidence, upon the effectiveness of this Agreement, the same
Indebtedness as was then outstanding under the Existing Credit Agreement. Each
Lender shall surrender the original "NOTES" (as defined in the Existing Credit
Agreement) outstanding on the Effective Date issued to it under the Existing
Credit Agreement.

                  SECTION 11.18 EXECUTION IN COUNTERPARTS. This Agreement may be
executed in any number of counterparts and by different parties in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are attached to the same
document.

                  SECTION 11.19 ENTIRE AGREEMENT. This Agreement, together with
all of the other Loan Documents and all certificates and documents delivered
hereunder or thereunder, embodies the entire agreement of the parties and
supersedes all prior agreements and understandings relating to the subject
matter hereof. Delivery of an executed signature page of this Agreement by
facsimile transmission shall be as effective as delivery of a manually executed
counterpart hereof. A set of the copies of this Agreement signed by all parties
shall be lodged with the Borrower and the Administrative Agent.

                  SECTION 11.20 CONFIDENTIALITY. Each Lender and each Agent
agree to keep non-public information obtained by it pursuant hereto and the
other Loan Documents confidential in accordance with such Lender's or such
Agent's, as the case may be, customary practices and agrees that it will only
use such information in connection with the transactions contemplated by this
Agreement and not disclose any of such information other than (a) to such
Lender's or such Agent's, as the case may be, employees, representatives and
agents who are or are expected to be involved in the evaluation of such
information in connection with the transactions contemplated by this Agreement
and who are advised of the confidential nature of such information, (b) to the


                                      111

<Page>

extent such information presently is or hereafter becomes available to such
Lender or such Agent, as the case may be, on a non-confidential basis from a
source other than the Borrower, (c) to the extent disclosure is required by law,
regulation or judicial order or requested or required by bank regulators or
auditors or (d) to assignees or participants or potential assignees or
participants who agree to be bound by the provisions of this SECTION 11.20.


                  [Remainder of Page Intentionally Left Blank]



                                      112

<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written.

                                         Granite Broadcasting Corporation,
                                         as Borrower



                                         By:
                                            ------------------------
                                            Title


                                         Goldman Sachs Credit Partners, L.P.,
                                         as Administrative Agent, Collateral
                                         Agent and as Arranger

                                         By:
                                            ------------------------
                                            Bradley Bennett
                                            Authorized Signatory

                                      S-1

<PAGE>

                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
                                                                                                               ----
<S>               <C>                                                                                          <C>
                                    ARTICLE I

                DEFINITIONS, INTERPRETATION AND ACCOUNTING TERMS

Section 1.1       Defined Terms..................................................................................2
Section 1.2       Computation of Time Periods...................................................................32
Section 1.3       Accounting Terms and Principles...............................................................32
Section 1.4       Certain Terms.................................................................................32

                                   ARTICLE II

                                 THE FACILITIES

Section 2.1       The Commitments...............................................................................33
Section 2.2       Borrowing Procedures..........................................................................34
Section 2.3       Repayment of Loans............................................................................35
Section 2.4       Evidence of Debt..............................................................................36
Section 2.5       Optional Prepayments..........................................................................36
Section 2.6       Mandatory Prepayments.........................................................................37
Section 2.7       Interest......................................................................................37
Section 2.8       Fees..........................................................................................38
Section 2.9       Payments and Computations.....................................................................38
Section 2.10      Application of Payments.......................................................................40
Section 2.11      Tranche B Interest Reserve Account; Tranche C Interest Reserve Account........................43
Section 2.12      Interest Periods Election Option..............................................................45
Section 2.13      Special Provisions Governing Eurodollar Rate Loans............................................45
Section 2.14      Capital Adequacy..............................................................................47
Section 2.15      Taxes.........................................................................................47
Section 2.16      Substitution of Lenders.......................................................................49

                                   ARTICLE III

                               CONDITIONS TO LOANS

Section 3.1       Conditions Precedent to Initial Loans.........................................................50
Section 3.2       Conditions Precedent to the Making All Loans..................................................55

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

Section 4.1       Corporate Existence; Compliance with Law......................................................56
Section 4.2       Corporate Power; Authorization; Enforceable Obligations.......................................56
Section 4.3       Ownership of the Borrower; Subsidiaries.......................................................57


                                                                -i-

<Page>

                                TABLE OF CONTENTS
                                   (continued)

Section 4.4       Financial Statements..........................................................................57
Section 4.5       Material Adverse Change.......................................................................58
Section 4.6       Solvency......................................................................................58
Section 4.7       Litigation....................................................................................58
Section 4.8       Taxes.........................................................................................59
Section 4.9       Full Disclosure...............................................................................59
Section 4.10      Margin Regulations............................................................................60
Section 4.11      No Burdensome Restrictions; No Defaults.......................................................60
Section 4.12      Investment Company Act; Public Utility Holding Company Act....................................60
Section 4.13      Use of Proceeds...............................................................................60
Section 4.14      Insurance.....................................................................................61
Section 4.15      Labor Matters.................................................................................61
Section 4.16      ERISA.........................................................................................61
Section 4.17      Environmental Matters.........................................................................62
Section 4.18      Intellectual Property Matters.................................................................63
Section 4.19      Title.........................................................................................63
Section 4.20      Issuance of Stock and Subordinated Indebtedness...............................................64
Section 4.21      Lenders.......................................................................................64
Section 4.22      FCC Licenses and Approvals....................................................................64
Section 4.23      Loans Permitted under Subordinated Debt Documents.............................................65
Section 4.24      Outstanding Loans.............................................................................65
Section 4.25      Network Affiliation Agreements................................................................66
Section 4.26      Inactive Subsidiary...........................................................................66

                                    ARTICLE V

                               FINANCIAL COVENANTS

Section 5.1       Minimum Net Revenue...........................................................................67
Section 5.2       Minimum Adjusted Broadcast Cash Flow..........................................................67
Section 5.3       Minimum EBITDA................................................................................68
Section 5.4       Minimum Working Capital.......................................................................68
Section 5.5       Maximum Capital Expenditures..................................................................69
Section 5.6       Minimum Cash Balance..........................................................................69
Section 5.7       Adjustment of Financial Covenants.............................................................69

                                   ARTICLE VI

                               REPORTING COVENANTS

Section 6.1       Financial Statements..........................................................................70
Section 6.2       Certain Notices...............................................................................71
Section 6.3       Litigation....................................................................................72
Section 6.4       Asset Sales...................................................................................72


                                      -ii-

<Page>

                                TABLE OF CONTENTS
                                   (continued)

Section 6.5       Notices under Network Affiliation Agreements and Cable Carriage Agreements....................72
Section 6.6       SEC Filings; Press Releases...................................................................72
Section 6.7       FCC Licenses, Etc.............................................................................72
Section 6.8       Labor Relations...............................................................................72
Section 6.9       Tax Returns...................................................................................73
Section 6.10      Insurance.....................................................................................73
Section 6.11      ERISA Matters.................................................................................73
Section 6.12      Environmental Matters.........................................................................73
Section 6.13      Broadcast Ratings.............................................................................74
Section 6.14      Board of Directors............................................................................74
Section 6.15      Programming Obligations.......................................................................74
Section 6.16      Changes in Name...............................................................................75
Section 6.17      Other Information.............................................................................75

                                   ARTICLE VII

                              AFFIRMATIVE COVENANTS

Section 7.1       Preservation of Corporate Existence, Etc......................................................75
Section 7.2       Compliance with Laws, Etc.....................................................................75
Section 7.3       Conduct of Business...........................................................................75
Section 7.4       Payment of Taxes, Etc.........................................................................76
Section 7.5       Maintenance of Insurance......................................................................76
Section 7.6       Reinvestment of Insurance Proceeds............................................................76
Section 7.7       Access........................................................................................76
Section 7.8       Keeping of Books..............................................................................77
Section 7.9       Maintenance of Properties, Etc................................................................77
Section 7.10      Real Estate Leases............................................................................77
Section 7.11      Application of Proceeds.......................................................................77
Section 7.12      Environmental.................................................................................77
Section 7.13      Control Accounts; Blocked Accounts............................................................78
Section 7.14      Additional Collateral and Guaranties..........................................................79
Section 7.15      Post Closing Matters..........................................................................79
Section 7.16      DTV Build-Out.................................................................................80

                                  ARTICLE VIII

                               NEGATIVE COVENANTS

Section 8.1       Indebtedness..................................................................................80
Section 8.2       Liens, Etc....................................................................................81
Section 8.3       Investments...................................................................................82
Section 8.4       Sale of Assets................................................................................83
Section 8.5       Restricted Payments...........................................................................84


                                     -iii-

<Page>

                                TABLE OF CONTENTS
                                   (continued)

Section 8.6       Restriction on Fundamental Changes; International Falls Acquisition...........................84
Section 8.7       Change in Nature of Business..................................................................84
Section 8.8       License Co....................................................................................84
Section 8.9       Transactions with Affiliates..................................................................85
Section 8.10      Restrictions on Subsidiary Distributions; No New Negative Pledge..............................85
Section 8.11      Modification of Constituent Documents/Equity Issuances........................................85
Section 8.12      Modification of Network Affiliation Agreements; Material Contracts............................86
Section 8.13      Modification of Existing Subordinated Note Documents..........................................86
Section 8.14      Accounting Changes; Fiscal Year...............................................................87
Section 8.15      Margin Regulations............................................................................87
Section 8.16      Cancellation of Indebtedness Owed to It.......................................................87
Section 8.17      No Speculative Transactions...................................................................87
Section 8.18      Compliance with ERISA.........................................................................87
Section 8.19      Environmental.................................................................................87
Section 8.20      Inactive Subsidiary...........................................................................87

                                   ARTICLE IX

                                EVENTS OF DEFAULT

Section 9.1       Events of Default.............................................................................88
Section 9.2       Remedies......................................................................................91
Section 9.3       Co-operation by Borrower......................................................................91

                                    ARTICLE X

                                   THE AGENTS

Section 10.1      Authorization and Action......................................................................92
Section 10.2      Agent's Reliance, Etc.........................................................................93
Section 10.3      The Agents Individually.......................................................................94
Section 10.4      Lender Credit Decision........................................................................94
Section 10.5      Indemnification...............................................................................94
Section 10.6      Successor Agents..............................................................................95
Section 10.7      Concerning the Collateral, the Collateral Documents and the Guaranty..........................95
Section 10.8      Collateral Matters Relating to Related Obligations............................................98

                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.1      Amendments, Waivers, Etc......................................................................99
Section 11.2      Assignments and Participations...............................................................101
Section 11.3      Assignment of Tranche A Loans................................................................103

                                      -iv-

<Page>

                                TABLE OF CONTENTS
                                   (continued)

Section 11.4      Costs and Expenses...........................................................................104
Section 11.5      Indemnities..................................................................................105
Section 11.6      Limitation of Liability......................................................................106
Section 11.7      Right of Set-off.............................................................................106
Section 11.8      Sharing of Payments, Etc.....................................................................107
Section 11.9      Notices, Etc.................................................................................108
Section 11.10     No Waiver; Remedies..........................................................................109
Section 11.11     Binding Effect...............................................................................110
Section 11.12     Governing Law................................................................................110
Section 11.13     Submission to Jurisdiction; Service of Process...............................................110
Section 11.14     Waiver of Jury Trial.........................................................................110
Section 11.15     Marshaling; Payments Set Aside...............................................................110
Section 11.16     Section Titles...............................................................................111
Section 11.17     Documents Evidence the Same Indebtedness.....................................................111
Section 11.18     Execution in Counterparts....................................................................111
Section 11.19     Entire Agreement.............................................................................111
Section 11.20     Confidentiality..............................................................................111
</Table>

<Table>
<S>               <C>      <C>
EXHIBITS

Exhibit A         -        Form of Assignment and Acceptance
Exhibit B         -        Form of Note
Exhibit C         -        Form of Notice of Borrowing
Exhibit D         -        Form of Notice of Interest Period Election
Exhibit E         -        Form of Opinion of Counsel for the Loan Parties
Exhibit F         -        Form of Guaranty
Exhibit G-1       -        Form of Tranche A Pledge and Security Agreement
Exhibit G-2       -        Form of Tranche A Pledge and Security Agreement
Exhibit H         -        Form of Blocked Account Letter
Exhibit I         -        Form of Control Account Letter
Exhibit J         -        Form of Tranche B-2 Supplement
Exhibit K         -        Form of Tranche C Supplement
</Table>


                                      -v-