Exhibit 4.1


MALARA BROADCAST GROUP INC.

FIRST AMENDMENT

TO CREDIT AGREEMENT


AND
CONSENT


This FIRST AMENDMENT TO CREDIT
AGREEMENT AND CONSENT (this “Amendment”) is
dated as of March 9, 2006 by and among MALARA
BROADCAST GROUP INC., a Delaware corporation (“Parent”),
MALARA BROADCAST GROUP OF DULUTH LLC, a
Delaware limited liability company (“KDLH(TV)”), MALARA BROADCAST GROUP OF DULUTH LICENSEE LLC, a Delaware
limited liability company (“Duluth Licensee”),
MALARA BROADCAST GROUP OF FORT WAYNE LLC,
a Delaware limited liability company (“WPTA(TV)”), MALARA BROADCAST GROUP OF FORT WAYNE LICENSEE LLC, a
Delaware limited liability company (“Fort Wayne Licensee”;
KDLH(TV), Duluth Licensee, WPTA(TV) and Fort Wayne Licensee each being referred
to herein as a “Borrower” and collectively as “Borrowers”), the financial institutions listed on the
signature pages hereof (collectively, the “Lenders”)
and D.B. ZWIRN SPECIAL OPPORTUNITIES FUND, L.P.,
as administrative agent for the Lenders (“Administrative Agent”),
and is made with reference to that certain Credit Agreement dated as of March 8,
2005 (the “Credit Agreement”), by and among
Parent, Borrowers, the financial institutions listed therein as Lenders, the
agents named therein and the Administrative Agent. Capitalized terms used
herein without definition shall have the same meanings herein as set forth in
the Credit Agreement.


RECITALS


WHEREAS, Borrowers, Administrative Agent and Lenders
desire to amend the Credit Agreement (i) to change the amount of permitted
Capital Expenditures for fiscal years 2005 and 2006; (ii) to change the
requirements for the Borrowers to maintain Capital Expenditure Reserves and (iii) to
make certain other amendments as provided herein;


WHEREAS, Administrative Agent and Lenders are willing
to consent to the execution of an Equipment Lease and Tower Site License
Agreement for the Duluth Borrower as provided herein;


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


Section 1.                                          AMENDMENTS
TO THE CREDIT AGREEMENT


1.1                               Amendments
to Section 1.1:  Certain Defined
Terms


The definition of Capital Expenditure Reserves
appearing in Section 1.1 is hereby amended by deleting the text of such
definition in its entirety and substituting the following therefor:









 



“Capital Expenditure Reserves”
means, for each month, cash reserved in such month for Consolidated Capital
Expenditures in an aggregate amount equal to the pro rata portion of the sum
of:  (i) the amount permitted for
Consolidated Capital Expenditures for the applicable Fiscal Year pursuant to
subsection 6.8 (without giving effect to any Carryover Amount permitted
thereunder) less (ii) Consolidated Capital Expenditures to date for
the applicable Fiscal Year (without giving effect to the expenditure of any
Carryover Amount permitted under subsection 6.8).”


1.2                               Amendments
to Section 2.5: Use of Proceeds


Subsection 2.5B of the
Credit Agreement is hereby amended by adding the following phrase to the end
thereof:  “, but only in each case to the
extent permitted under the Indenture”. 


1.3                               Amendments
to Section 5.12:  Capital
Expenditure Reserve


Subsection 5.12 of the Credit Agreement is hereby
amended by deleting the text thereof in its entirety and substituting the following
therefor:


“From and after
the Closing Date, Parent and its Subsidiaries shall establish in each calendar
month Capital Expenditure Reserves in accordance with the definition thereof,
and such Capital Expenditure Reserves shall be held or received and held by the
Borrowers pursuant to subsection 5.4(c)(ii)A at all times in Deposit Accounts
that are subject to Control Agreements in favor of Administrative Agent and
shall not be applied to any purpose other than expenditures that would be
included in conformity with GAAP as additions to property, plant or equipment
or comparable items in the financial statements of Parent and its Subsidiaries;
provided that Capital Expenditure Reserves established with respect to
any Fiscal Year remaining as of July 1 of the immediately following Fiscal
Year may, as of such July 1 date, at the election of Parent (i) be
released from the Capital Expenditure Reserves and constitute Consolidated
Excess Free Cash Flow for the month of July of such Fiscal Year for
purposes of determining the amount of Borrowers’ monthly installment pursuant
to subsection 2.4A(i), (ii) remain as Capital Expenditure Reserves and be
applied to the Capital Expenditure Reserves requirement for the Fiscal Year in
which such July 1 date occurs, reducing the amount of cash required to be
added to Capital Expenditure Reserves for such Fiscal Year beginning with the
month of July of such Fiscal Year, or (iii) be allocated between the
uses described in clauses (i) and (ii) of this proviso at the discretion
of Parent. All Consolidated Capital Expenditures permitted to be made pursuant
to the terms of this Agreement shall be paid first from accumulated Capital
Expenditure Reserves, to the full extent thereof, and then may be paid from
Cash of the Parent or its Subsidiaries.”


1.4                               Amendments
to Section 6.8:  Consolidated
Capital Expenditures


Subsection 6.8 of the
Credit Agreement is hereby amended by deleting the table appearing therein in
its entirety and substituting the following therefor:









 



 


	
   

  	
  “Fiscal Year

  	
   

  	
   

  	
   

  	
  Maximum Consolidated

  Capital Expenditures

  	
   

  	
   

  
	
  2005

  	
   

  	
  $1,700,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2006

  	
   

  	
  $  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2007

  	
   

  	
  $  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2008

  	
   

  	
  $  500,000

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  2009

  	
   

  	
  $  500,000

  	
  ”

  



 


Section 2.                                          CONSENT


At the request of Parent and Borrowers, the
undersigned Lenders, constituting all of the Lenders under the Credit
Agreement, hereby consent to and waive compliance with the provisions of
subsections 6.1 and 6.9 of the Credit Agreement to the extent, and only to the
extent, necessary to permit the Duluth Borrower to enter into and perform its
obligations under an Equipment Lease and Tower Site License Agreement (the “Equipment
Lease Agreement”) with KBJR, Inc., a Delaware corporation; provided
that (i) the Equipment Lease Agreement entered into by the Duluth Borrower
shall contain the terms and conditions set forth in, and shall be substantially
in the form of, the Equipment Lease Agreement presented to the Lenders on August 15,
2005, with only such changes thereto as are not material and are approved by
Administrative Agent and (ii) the transactions contemplated by the
Equipment Lease Agreement are permitted under the Indenture. Without limiting
the generality of the provisions of subsection 10.6 of the Credit Agreement,
the consent and waiver set forth herein shall be limited precisely as written
and relates solely to the noncompliance by Company with the provisions of
subsections 6.1 and 6.9 of the Credit Agreement in the manner and to the extent
described in this paragraph, and nothing herein shall be deemed to (a) constitute
a waiver of compliance by Parent or any Borrower with respect to (i) subsection
6.9 of the Credit Agreement in any other instance or (ii) any other term,
provision or condition of the Credit Agreement or any other instrument or
agreement referred to therein (whether in connection with the Equipment Lease
Agreement or otherwise) or (b) prejudice any right or remedy that
Administrative Agent or any Lender may now have or may have in the future under
or in connection with the Credit Agreement or any other instrument or agreement
referred to therein.


Section 3.                                          CONDITIONS
TO EFFECTIVENESS


Sections 1 and 2 of this Amendment shall become
effective only upon the satisfaction of all of the following conditions
precedent (the date of satisfaction of such conditions being referred to herein
as the “First Amendment Effective Date”):


A.    On or before the First
Amendment Effective Date, Borrowers shall deliver to Administrative Agent:









 



1.             copies of this
Amendment, executed by Parent and each Borrower; and


2.               signature and
incumbency certificates of the officers executing this Amendment.


B.    On or before the First
Amendment Effective Date, Administrative Agent and Requisite Lenders shall have
executed this Amendment.


C.    On or before the First
Amendment Effective Date, all corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby and all documents
incidental thereto not previously found acceptable by Administrative Agent,
acting on behalf of Lenders, and its counsel shall be satisfactory in form and
substance to Administrative Agent and such counsel, Administrative Agent and
such counsel shall have received all such counterpart originals or certified
copies of such documents as Administrative Agent may reasonably request, and
Administrative Agent shall have confirmed to Parent satisfaction of this Section 3.C.


Section 4.                                          REPRESENTATIONS
AND WARRANTIES OF PARENT AND BORROWERS


In order to induce Lenders to enter into this
Amendment and to amend the Credit Agreement in the manner provided herein, each
of Parent and each Borrower represents and warrants to each Lender that the
following statements are true, correct and complete:


A.    Corporate Power and Authority.
Each of Parent and each Borrower have all requisite power and authority to
enter into this Amendment and to carry out the transactions contemplated by,
and perform its respective obligations under, the Credit Agreement as amended
by this Amendment (the “Amended Agreement”).


B.    Authorization of Agreements.
The execution and delivery of this Amendment and the performance of the Amended
Agreement have been duly authorized by all necessary corporate or limited
liability company action on the part of Parent and each Borrower.


C.    No Conflict. The execution
and delivery by each Loan Party of this Amendment and the performance by each
Loan Party of the Amended Agreement do not and will not (i) violate any
provision of any law or any governmental rule or regulation applicable to
such Loan Party, the Organizational Documents of such Loan Party or any order,
judgment or decree of any court or other agency of government binding on such
Loan Party, (ii) conflict with, result in a breach of or constitute (with
due notice or lapse of time or both) a default under any Contractual Obligation
of such Loan Party, (iii) result in or require the creation or imposition
of any Lien upon any of the properties or assets of such Loan Party, except
pursuant to the Loan Documents, or (iv) require any approval of
stockholders or any approval or consent of any Person under any Contractual
Obligation of such Loan Party.


D.    Governmental Consents. The
execution and delivery by Parent and each Borrower of this Amendment and the
performance by Parent and each Borrower of the Amended Agreement do not and
will not require any Governmental Authorization.









 



E.     Binding Obligation. This
Amendment has been duly executed and delivered by Parent and each Borrower and
this Amendment and the Amended Agreement are the legally valid and binding
obligations of Parent and each Borrower, enforceable against Parent and each
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.


F.     Incorporation of Representations and
Warranties From Credit Agreement. The representations and
warranties contained in Section 4 of the Credit Agreement are and will be
true, correct and complete in all material respects on and as of the First
Amendment Effective Date to the same extent as though made on and as of that
date, except to the extent such representations and warranties specifically
relate to an earlier date, in which case they were true, correct and complete
in all material respects on and as of such earlier date.


G.    Absence of Default. No
event has occurred and is continuing or will result from the consummation of
the transactions contemplated by this Amendment that would constitute an Event
of Default or a Potential Event of Default.


Section 5.                                          ACKNOWLEDGEMENT
AND CONSENT


Each Borrower is a party to certain Collateral
Documents pursuant to which such Borrower has created Liens in favor of
Administrative Agent on certain Collateral to secure the Obligations. Parent is
party to the Credit Agreement and certain Collateral Documents pursuant to
which, among other things, Parent has (i) guarantied the Obligations and (ii) created
Liens in favor of Administrative Agent on certain Collateral to secure the obligations
under the Credit Agreement. The Credit Agreement and Collateral Documents
referred to above are collectively referred to herein as the “Credit Support Documents”.


Each of Parent and each Borrower hereby acknowledges
that it has reviewed the terms and provisions of the Credit Agreement and this
Amendment and consents to the amendment of the Credit Agreement effected
pursuant to this Amendment. Each of Parent and each Borrower hereby confirms
that each Credit Support Document to which it is a party or otherwise bound and
all Collateral encumbered thereby will continue to guaranty or secure, as the
case may be, to the fullest extent possible the payment and performance of all “Obligations,”
“Guaranteed Obligations” and “Secured Obligations,” or other similar terms, as
the case may be (in each case as such terms are defined in the applicable
Credit Support Document), including, without limitation, the payment and
performance of all such “Obligations,” “Guaranteed Obligations” or “Secured
Obligations,” or similar terms, as the case may be, in respect of the
Obligations of each Borrower now or hereafter existing under or in respect of
the Amended Agreement and the Notes.


Each of Parent and each Borrower acknowledges and
agrees that any of the Credit Support Documents to which it is a party or
otherwise bound shall continue in full force and effect and that all of its
obligations thereunder shall be valid and enforceable and shall not be impaired
or limited by the execution or effectiveness of this Amendment. Each of Parent
and each Borrower represents and warrants that all representations and
warranties contained in the Amended Agreement and the Credit Support Documents
to which it is a party or otherwise









 



bound are true, correct and complete in all material respects
on and as of the First Amendment Effective Date to the same extent as though
made on and as of that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which case they were
true, correct and complete in all material respects on and as of such earlier
date.


Section 6.                                          MISCELLANEOUS


A.    Reference
to and Effect on the Credit Agreement and the Other Loan Documents.


(i)            On and after the First Amendment
Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import referring to the Credit Agreement,
and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”,
“thereof” or words of like import referring to the Credit Agreement shall mean
and be a reference to the Amended Agreement.


(ii)           Except as specifically amended by
this Amendment, the Credit Agreement and the other Loan Documents shall remain
in full force and effect and are hereby ratified and confirmed.


(iii)          The execution, delivery and
performance of this Amendment shall not, except as expressly provided herein,
constitute a waiver of any provision of, or operate as a waiver of any right,
power or remedy of Administrative Agent or any Lender under, the Credit
Agreement or any of the other Loan Documents.


B.    Fees and Expenses. Borrowers
acknowledge that all costs, fees and expenses as described in subsection 10.2
of the Credit Agreement incurred by the Administrative Agent and its counsel
with respect to this Amendment and the documents and transactions contemplated
hereby shall be for the account of Borrowers.


C.    Headings. Section and
subsection headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this Amendment for any
other purpose or be given any substantive effect.


D.    Applicable Law. THIS AMENDMENT AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL
BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF
NEW YORK (INCLUDING WITHOUT LIMITATION SECTION 5-1401 OF THE GENERAL
OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES.


E. Counterparts; Effectiveness. This
Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which when so executed and
delivered shall be deemed an original, but all such counterparts together shall
constitute but one and the same instrument; signature pages may be
detached from multiple separate counterparts and attached to a single
counterpart so that all signature pages are physically attached to the
same document. This Amendment (other than the provisions of









 



Sections 1 and 2 hereof, the effectiveness of
which is governed by Section 3 hereof) shall become effective upon the
execution of a counterpart hereof by Parent, each Borrower, each Credit Support
Party, Administrative Agent and Lenders constituting Requisite Lenders and
receipt by Borrowers and Administrative Agent of written or telephonic
notification of such execution and authorization of delivery thereof.


[remainder of page intentionally left blank]
















IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed and delivered
by their respective officers thereunto duly authorized as of the date first
written above.


	
  

  	
   

  	
  PARENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MALARA BROADCAST GROUP INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BORROWERS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MALARA BROADCAST GROUP OF

  
	
   

  	
   

  	
  DULUTH LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MALARA BROADCAST GROUP OF

  
	
   

  	
   

  	
  DULUTH LICENSEE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MALARA BROADCAST GROUP OF FORT

  
	
   

  	
   

  	
  WAYNE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MALARA BROADCAST GROUP OF FORT

  
	
   

  	
   

  	
  WAYNE LICENSEE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Anthony C. Malara

  
	
   

  	
   

  	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  










 



 


	
  

  	
   

  	
  ADMINISTRATIVE AGENT:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  D.B. ZWIRN SPECIAL OPPORTUNITIES

  
	
   

  	
   

  	
  FUND, L.P.,

  
	
   

  	
   

  	
  as Administrative Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Perry A. Gruss

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Perry A. Gruss

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Authorized Signatory

  




 S-2
 






 



 


	
  

  	
   

  	
  LENDERS:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BERNARD NATIONAL LOAN

  
	
   

  	
   

  	
  INVESTORS, LTD.,

  
	
   

  	
   

  	
  a company organized under the laws

  
	
   

  	
   

  	
  of the Cayman Islands,

  
	
   

  	
   

  	
  as a Lender

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Perry A. Gruss

  
	
   

  	
   

  	
   

  	
   

  	
  Name: Perry A. Gruss

  
	
   

  	
   

  	
   

  	
   

  	
  Title: Authorized Signatory

  



 



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