EXHIBIT 10.59 CREDIT AGREEMENT

EXHIBIT 10.59
2

EXHIBIT 10.59

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CREDIT AGREEMENT

among

XXXXXX COMMUNICATIONS CORPORATION

The Several Lenders
from Time to Time Parties Hereto

and

UNION BANK,
as the Agent

Dated as of December 19, 1995

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TABLE OF CONTENTS

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SECTION 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

1.1 Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

2.1 Revolving Credit Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.2 Procedure for Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.3 Commitment Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
2.4 Repayment of Loans; Evidence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.5 Optional Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
2.6 Termination or Reduction of Commitments and Mandatory Prepayments . . . . . . . . . . . . . . . . . . . 25
2.7 Conversion and Continuation Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
2.8 Minimum Amounts and Maximum Number of Tranches . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.9 Interest Rates and Payment Dates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.10 Computation of Interest and Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
2.11 Inability to Determine Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.12 Pro Rata Treatment and Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
2.13 Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.14 Requirements of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
2.15 Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
2.16 Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
2.17 Change of Lending Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
2.18 Further Assurances Regarding Security; Additional Security . . . . . . . . . . . . . . . . . . . . . . 33

SECTION 3. REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

3.1 Organization, Powers, Good Standing and Business . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
3.2 Authorization of Borrowing, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
3.3 Financial Condition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.4 No Material Adverse Change; No Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.5 Title To Properties; Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.6 Litigation; Adverse Facts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
3.7 Payment of Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.8 Performance of Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.9 Governmental Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.10 Securities Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.11 Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
3.12 Certain Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
3.13 Environmental . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
3.14 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
3.15 Related Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

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3.16 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
3.17 Intellectual Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
3.18 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
3.19 Security Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
3.20 Purposes of Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

SECTION 4. CONDITIONS PRECEDENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

4.1 Conditions to Initial Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
4.2 Conditions to Each Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

SECTION 5. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

5.1 Financial Statements and Systems . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
5.2 Maintenance of Existence, etc.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5.3 Payment of Taxes and Claims; Tax Consolidation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5.4 Maintenance of Properties; Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5.5 Inspection; Lender Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
5.6 Compliance with Laws, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
5.7 Compliance with Related Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
5.8 Environmental Disclosure and Inspection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
5.9 Hazardous Materials; the Borrower's Remedial Action. . . . . . . . . . . . . . . . . . . . . . . . . . 54
5.10 FCC Licenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
5.11 Additional Loan Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
5.13 Corporate Separateness; Tax Sharing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

SECTION 6. NEGATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56

6.1 Financial Condition Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
6.2 Limitation on Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
6.3 Liens and Related Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
6.4 Investments; Joint Ventures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
6.5 Contingent Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
6.6 Restricted Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
6.7 Restriction on Fundamental Changes; Asset Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
6.8 Consolidated Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
6.9 Sales and Lease-Backs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
6.10 Sale or Discount of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
6.11 Transactions with Shareholders and Affiliates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
6.12 Disposal of Subsidiary Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
6.13 Conduct of Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
6.14 Amendments or Waivers of Related Documents and Charter
Documents; Limitation on Optional Payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
6.15 Fiscal Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

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SECTION 7. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

SECTION 8. THE AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

8.1 Appointment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
8.2 Delegation of Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
8.3 Exculpatory Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
8.4 Reliance by the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
8.5 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
8.6 Non-Reliance on the Agent and Other Lenders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
8.7 Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
8.8 The Agent in Its Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
8.9 Successor the Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

SECTION 9. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

9.1 Amendments and Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
9.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
9.3 No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.4 Survival of Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.5 Payment of Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
9.6 Successors and Assigns; Participations and Assignments . . . . . . . . . . . . . . . . . . . . . . . . 74
9.7 Adjustments; Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.9 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
9.10 Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
9.11 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
9.12 Submission To Jurisdiction; Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
9.13 Acknowledgements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
9.14 WAIVERS OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
9.15 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78

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SCHEDULES

1.1A Lenders, Commitments and Addresses
1.1B Pricing Grid
1.1C INTV Properties
1.1D License Companies and Partners
1.1E Non-INTV Properties
1.1F Preapproved Acquisitions
1.1G Discontinued Operations
1.1H Preapproved Capital Expenditures
3.1(d) Ownership of Subsidiaries
3.1(e) FCC Licenses and LMA Agreements, Radio and Television Stations
3.1(f) Real Property
3.4 Material Adverse Change; Restricted Payments
3.6 Litigation
3.13 Environmental
3.16 Insurance
3.17(b) Intellectual Property
3.19(b) UCC Filing Offices
6.2(e) Indebtedness
6.4 Time Brokerage Agreements

EXHIBITS

A Form of Note
B Form of the Borrower Pledge Agreement
C Form of the Borrower Security Agreement
D Form of Subsidiaries Guarantee
E Form of Subsidiaries Pledge Agreement
F Form of Subsidiaries Security Agreement
G Form of Borrowing Certificate
H Form of Assignment and Acceptance

CREDIT AGREEMENT, dated as of December 19, 1995, among XXXXXX
COMMUNICATIONS CORPORATION, a Delaware corporation (the "Borrower"), the
several banks and other financial institutions from time to time parties to
this Agreement (the "Lenders") and UNION BANK, a California banking
corporation, as Agent for the Lenders hereunder.

WHEREAS, the Borrower has requested the Lenders to make
available a $100,000,000 revolving credit facility to be used by the Borrower
to make Preapproved Acquisitions (each term and each other capitalized term
used but not defined in this introductory statement shall have the meaning
assigned to such term in subsection 1.1) and Permitted Purchases, and up to
$10,000,000 of the Loans at any time outstanding to be used for working capital
(excluding Acquisition Capital Expenditures) and other general corporate
purposes, including the payment of fees and expenses incurred in connection
with the execution and delivery of this Agreement.

NOW THEREFORE, the parties hereto hereby agree as follows:

SECTION 1. DEFINITIONS

1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

"Acquisition Capital Expenditures": collectively, (i)
Preapproved Capital Expenditures and (ii) expenditures to improve or
upgrade the assets acquired pursuant to any Preapproved Acquisition or
Permitted Purchase and approved by the Lenders or the Required
Lenders, respectively, in connection with the approval of any
Preapproved Acquisition or Permitted Purchase.

"Adjusted Consolidated Operating Cash Flow": (a) at any date
on or prior to December 31, 1996, the sum of (i) the Consolidated
Operating Cash Flow of the Non-INTV Properties for the twelve most
recently ended calendar months for which the Lenders shall have
received financial statements pursuant to subsection 5.1(b)(i), plus
(ii) the product of (x) four times (y) the Consolidated Operating Cash
Flow of the INTV Properties for the three most recently ended fiscal
calendar months for which the Lenders shall have received financial
statements pursuant to subsection 5.1(b)(i); and (b) at any date after
December 31, 1996, the sum of (i) Consolidated Operating Cash Flow of
the Non-INTV Properties and the INTV Properties for the most recently
ended period of twelve consecutive calendar months for which the
Lenders shall have received financial statements pursuant to
subsection 5.1(b)(i) less (ii) Consolidated Corporate Overhead of the
Borrower and

its Subsidiaries for such period. To the extent the Consolidated
Corporate Overhead for the period from the Closing Date to any date on
or prior to December 31, 1996 exceeds $5,000,000, any such excess
amount shall be deducted in any calculation of Adjusted Consolidated
Operating Cash Flow at such date.

"Adjustment Date": with respect to the effectiveness of any
change in the Applicable Margin:

(a) the Closing Date; and

(b) each subsequent date upon which the Agent
receives (i) the financial statements required to be delivered
pursuant to subsection 5.1(b)(ii) or (iii), as the case may
be, for the most recently completed fiscal period and (ii) the
compliance certificate required pursuant to subsection
5.1(b)(iv) with respect to such financial statements (or, if
such compliance certificate and financial statements shall not
have been delivered in a timely manner, each of (x) the date
upon which the compliance certificate required to be delivered
pursuant to subsection 5.1(b)(iv) for the most recently
completed fiscal period was due and (y) the date thereafter on
which such financial statements and compliance certificate
actually are delivered).

"Affiliate": as to any Person, any other Person (other than a
Subsidiary) which, directly or indirectly, is in control of, is
controlled by, or is under common control with, such Person. For
purposes of this definition, "control" of a Person means the power,
directly or indirectly, either to (a) vote 10% or more of the
securities having ordinary voting power for the election of directors
of such Person or (b) direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.

"Agent": Union Bank, together with its affiliates, as the
arranger of the Commitments and as the agent for the Lenders under
this Agreement and the other Loan Documents.

"Agreement": this Credit Agreement, as amended, supplemented
or otherwise modified from time to time.

"Applicable Margin": for the period commencing with any
Adjustment Date and ending on the day immediately preceding the next
succeeding Adjustment Date, the Applicable Margin shall be the rate
per annum set forth on Schedule 1.1B

opposite the Leverage Ratio determined on such Adjustment Date;
provided, that (a) from the Closing Date until the receipt of the
first financial statements and certificate referred to in clause (b)
of the definition of "Adjustment Date," the Leverage Ratio shall be
deemed for purposes of this definition to be 6.75 to 1.00; and (b) in
the event that the financial statements required to be delivered
pursuant to subsection 5.1(b)(ii) and (iii) are not delivered when
due, then during the period from the date upon which such financial
statements were required to be delivered until the date upon which
they actually are delivered, the Leverage Ratio shall be deemed for
purposes of this definition to be 6.75 to 1.00.

"Asset Sale": any sale, transfer or other disposition by the
Borrower or any of its Subsidiaries of their respective assets
(including any sale and leaseback of assets and any mortgage of real
property) other than the sale or other disposition of property or
assets replaced with substantially similar assets, in each case, in
the ordinary course of business.

"Assignee": as defined in subsection 9.6(c).

"Available Commitment": as to any Lender at any time, an
amount equal to the excess, if any, of (a) the amount of such Lender's
Commitment over (b) the aggregate principal amount of all Loans made
by such Lender then outstanding.

"Barter Transaction": any sale of radio or television
advertising time (other than in the ordinary course of business) by
the Borrower to any Person, other than an Affiliate of any Loan Party,
which is paid for by such Person other than in Cash or Cash
Equivalents.

"Base Rate": with respect to each day, the greater on such
day of (a) the per annum rate most recently determined by the Agent at
its U.S. lending office from time to time as its base rate and (b)
1/2% per annum plus the Federal Funds Rate. Each change in the Base
Rate shall take effect simultaneously with the corresponding change or
changes in such base rate or the Federal Funds Rate, as the case may
be. The Base Rate is not intended to be necessarily the lowest rate
of interest charged by the Agent in connection with extensions of
credit to debtors.

"Base Rate Loans": Loans the rate of interest applicable to
which is based upon the Base Rate.

"Board": the Board of Governors of the Federal Reserve
System.

"Borrower Pledge Agreement": the Pledge Agreement to be
executed and delivered by the Borrower, substantially in the form of
Exhibit B, as the same may be amended, supplemented or otherwise
modified from time to time.

"Borrower Security Agreement": the Security Agreement to be
executed and delivered by the Borrower, substantially in the form of
Exhibit C, as the same may be amended, supplemented or otherwise
modified from time to time.

"Borrowing Date": any Business Day specified in a notice
pursuant to subsection 2.2 as a date on which the Borrower requests
the Lenders to make Loans hereunder.

"Broadcast Station": any of the Owned Radio Stations, Owned
Television Stations, LMA Radio Stations and LMA Television Stations,
and "Broadcast Stations" means all such entities collectively.

"Business Day": a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or
required by law to close.

"Capital Lease": any lease of property, real or personal, the
obligations of the lessee in respect of which are required in
accordance with GAAP to be capitalized on a balance sheet of the
lessee.

"Capital Stock": any and all shares, interests,
participations or other equivalents (however designated) of capital
stock of a corporation, any and all equivalent ownership interests in
a Person (other than a corporation) and any and all warrants or
options to purchase any of the foregoing.

"Cash": money, currency or a credit balance in a Deposit
Account.

"Cash Equivalents": (i) direct obligations of the United
States or any agency thereof, or obligations guaranteed or insured by
the United States, provided that in each case such obligations mature
within one year from the date of acquisition thereof, (ii)
certificates of deposit maturing within one year from the date of
creation thereof issued by any United States national or state banking
institution having

capital, surplus and undivided profits aggregating at least
$250,000,000 and rated at least A-1 by Standard & Poor's Corporation
and P-1 by Xxxxx'x Investors Service, Inc., (iii) commercial paper
with a maturity of 180 days or less issued by a corporation (except an
Affiliate of the Borrower) organized under the laws of any state of
the United States or the District of Columbia and rated at least A-1
by Standard & Poor's Corporation or at least P-1 by Xxxxx'x Investors
Service, Inc. and (iv) repurchase agreements and reverse repurchase
agreements relating to marketable direct obligations issued or
unconditionally guaranteed by the United States or issued by an agency
thereof and backed by the full faith and credit of the United States,
in each case maturing within one year from the date of acquisition;
provided that the terms of such agreements comply with the guidelines
set forth in the Federal Financial Agreements of Depository
Institutions with Securities Dealers and Others, as adopted by the
Comptroller of the Currency and (v) tax-exempt auction rate securities
and municipal preferred stock, in each case, subject to reset no more
than 35 days after the date of acquisition and having a rating of at
least AA by Standard & Poor's Corporation or AA by Xxxxx'x Investors
Service, Inc.

"Certificate of Designations": (i) the Amended and Restated
Certificate of Designations of 15% Cumulative Compounding Redeemable
Preferred Stock of Xxxxxx Communications Corporation dated as of June
23, 1995, (ii) the Certificate of Amendment to Amend in its entirety
the 15% Cumulative Compounding Redeemable Preferred Stock of Xxxxxx
Communications Corporation dated as of June 23, 1995, and (iii) the
Certificate of Designations of Junior Cumulative Compounding
Redeemable Preferred Stock of Xxxxxx Communications Corporation dated
as of December 22, 1994.

"Closing Date": the date on which the conditions precedent
set forth in subsection 4.1 shall be satisfied.

"Code": the Internal Revenue Code of 1986, as amended from
time to time.

"Collateral": all assets of the Loan Parties, now owned or
hereinafter acquired, upon which a Lien is purported to be created by
any Security Document.

"Commitment": as to any Lender, the obligation of such Lender
to make Loans to the Borrower hereunder in an aggregate principal
amount at any one time outstanding not to exceed the amount set forth
opposite such Lender's name on Schedule 1.1A,

as such amount may be reduced from time to time in accordance with the
provisions of this Agreement.

"Commitment Percentage": as to any Lender at any time, the
percentage which such Lender's Commitment then constitutes of the
aggregate Commitments (or, at any time after the Commitments shall
have expired or terminated, the percentage which the aggregate
principal amount of such Lender's Loans then outstanding constitutes
of the aggregate principal amount of the Loans then outstanding).

"Commitment Period": the period from and including the date
hereof to but not including the Termination Date or such earlier date
on which the Commitments shall terminate as provided herein.

"Commonly Controlled Entity": an entity, whether or not
incorporated, which is under common control with the Borrower within
the meaning of Section 4001 of ERISA or is part of a group which
includes the Borrower and which is treated as a single employer under
Section 414 of the Code.

"Communications Act": the Communications Act of 1934, as
amended (including, without limitation, the Cable Communications
Policy Act of 1984 and the Cable Television Consumer Protection and
Competition Act of 1992) and all rules and regulations of the Federal
Communications Commission, in each case as from time to time in
effect.

"Compliance Certificate": as defined in subsection
5.1(b)(iv).

"Consolidated Capital Expenditures": for any period, the
aggregate of all expenditures (whether paid in cash or accrued as a
liability and including that portion of Capital Leases which is
capitalized on the consolidated balance sheet of the Borrower) by the
Borrower and its Subsidiaries during such period that, in conformity
with GAAP, are included in "additions to property, plant or equipment"
or comparable items reflected in the consolidated statement of changes
in financial position of the Borrower and its Subsidiaries which, in
any event, shall not include Acquisition Capital Expenditures or
Permitted Purchases.

"Consolidated Cash Interest Expense": for any period,
Consolidated Interest Expense of the Borrower and its Subsidiaries,
but excluding, however, amortization of

discount, deferred financing costs and other items included in
interest expense not payable in cash during such period.

"Consolidated Corporate Overhead": for any period, the
aggregate amount expended in cash by the Borrower and Xxxxxx
Communications Management Company ("Xxxxxx Management") on account of
services rendered by them on behalf of Subsidiaries of the Borrower
(other than Xxxxxx Management) and for goods consumed by the Borrower
and Xxxxxx Management in rendering such services (other than for the
national sales personnel associated with the INTV Properties).

"Consolidated Debt Service": for any period, the amount of
all principal of and interest and fees on any Indebtedness paid in
cash by the Borrower and its Subsidiaries during such period (other
than with the proceeds of any other Indebtedness permitted hereunder),
including with respect to the Loans and the Senior Subordinated Notes
and any obligations paid with respect to Capital Leases provided that
with respect to the principal amount of the Loans, the amount of
Consolidated Debt Service for any period shall equal the difference
between (A) the aggregate principal amount of the Loans at the
beginning of such period minus (B) the aggregate Commitments at the
end of such period.

"Consolidated Fixed Charges": for any period, the sum of (i)
Consolidated Debt Service, (ii) Consolidated Capital Expenditures to
the extent actually made and (iii), without duplication of (ii),
income tax expense to the extent actually paid in cash during such
period (other than, to the extent otherwise included therein, current
income tax expenses attributable to gains on Asset Sales).

"Consolidated Interest Expense": for any period, the total
interest expense (including that portion attributable to Capital
Leases in accordance with GAAP and capitalized interest and the net
cash costs associated with Interest Rate Agreements) of the Borrower
and its Subsidiaries on a consolidated basis with respect to all
outstanding Indebtedness of the Borrower and its Subsidiaries,
including, without limitation, (i) all amounts payable to the Agent
and the Lenders pursuant to subsection 2.9 and all commissions,
discounts and other fees and charges owed with respect to letters of
credit and bankers' acceptance financing and (ii) time brokerage fees
payable by the Borrower and its Subsidiaries relating to a LMA Radio
Station or LMA Television Station expensed during such period prior to
the date such Station is acquired by the Borrower. In determining

Consolidated Interest Expense for any period, there shall be (i)
included all interest expense attributable to Indebtedness incurred or
assumed by the Borrower or any of their Subsidiaries during the period
in connection with any Preapproved Acquisition or Permitted
Acquisition as if such Indebtedness was incurred or assumed on the day
before the first day of such period and bore interest from the first
day of such period until the date of such incurrence or assumption at
a rate per annum equal to the weighted average rate of interest on the
other Indebtedness outstanding during such period and (ii) excluded
Consolidated Interest Expense attributable to that portion of the
principal amount of the Loans prepaid during such period pursuant to
subsection 2.6 as if such portion of the principal amount of the Loans
was prepaid on the day before the first day of such period.

"Consolidated Net Income": for any period, the consolidated
net income (or loss) of the Borrower and its Subsidiaries, determined
on a consolidated basis in accordance with GAAP; provided that there
shall be excluded (a) the income (or deficit) of any Person accrued
prior to the date it becomes a Subsidiary of the Borrower or is merged
into or consolidated with the Borrower or any of its Subsidiaries, (b)
the income (or deficit) of any Person (other than a Subsidiary of the
Borrower) in which the Borrower or any of its Subsidiaries has an
ownership interest, except to the extent that any such income is
actually received by the Borrower or such Subsidiary in the form of
dividends or similar distributions, (c) the undistributed earnings of
any Subsidiary of the Borrower to the extent that the declaration or
payment of dividends or similar distributions by such Subsidiary is
not at the time permitted by the terms of any Contractual Obligation
(other than under any Loan Document) or Requirement of Law applicable
to such Subsidiary, (d) any after-tax gains or losses attributable to
Asset Sales or returned surplus assets of any Pension Plan, and (e)
(to the extent not included in clauses (a) through (d) above) any net
extraordinary, unusual or non-recurring gains or net non-cash
extraordinary, unusual or non-recurring losses.

"Consolidated Operating Cash Flow": for any period, the sum
(without duplication) of the amounts for such period of (a)
Consolidated Net Income, (b) Consolidated Interest Expense, (c)
provisions for taxes based on income, (d) actual taxes paid by the
Borrower on a consolidated basis resulting from gains on asset sales,
(e) total depreciation expense, (f) total amortization expense
including, without limitation, Programming Amortization Expense, and
(g) other non-cash items

reducing Consolidated Net Income, less the amounts for such period of
(i) Programming Rights Payments and (ii) non-cash items increasing
Consolidated Net Income, all of the foregoing as determined on a
consolidated basis for the Borrower and its Subsidiaries in conformity
with GAAP. For the purposes of calculating Consolidated Operating
Cash Flow for any period (other than in determining Excess Cash Flow),
any acquisition by the Borrower or any Subsidiary permitted pursuant
to the terms hereof shall be deemed to have occurred on the first day
of such period, any Asset Sale by the Borrower or any Subsidiary shall
be deemed to have occurred as of the day before the first day of such
period, and Consolidated Operating Cash Flow shall be adjusted to give
effect to such acquisition or Asset Sale in accordance with the
foregoing.

"Consolidated Total Debt": as at any date of determination,
without duplication, the aggregate stated balance sheet amount of all
Indebtedness (including, without limitation, the Loans) other than
preferred capital stock and the aggregate amount of all Contingent
Obligations (other than any guaranty of the Obligations by any
Subsidiary of the Borrower) of the Borrower and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP.

"Contingent Obligation": as applied to any Person, any direct
or indirect liability, contingent or otherwise, of that Person (a)
with respect to any indebtedness, lease, dividend or other obligation
of another if the primary purpose or intent thereof by the Person
incurring the Contingent Obligation is to provide assurance to the
obligee of such obligation of another that such obligation of another
will be paid or discharged, or that any agreements relating thereto
will be complied with, or that the holders of such obligation will be
protected (in whole or in part) against loss in respect thereof, (b)
with respect to any letter of credit issued for the account of that
Person or as to which that Person is otherwise liable for
reimbursement of drawings, or (c) under Interest Rate Agreements.
Contingent Obligations shall include, without limitation, (i) the
direct or indirect guaranty, endorsement (otherwise than for
collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the
obligation of another, (ii) the obligation to make take-or-pay or
similar payments if required regardless of non-performance by any
other party or parties to an agreement, and (iii) any liability of
such Person for the obligations of another through any agreement
(contingent or otherwise) (x) to purchase, repurchase or otherwise
acquire such obligation or

any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances,
stock purchases, capital contributions or otherwise), or (y) to
maintain the solvency or any balance sheet item, level of income or
financial condition of another, if in the case of any agreement
described under subclauses (x) or (y) of this sentence, the primary
purpose or intent thereof is as described in the preceding sentence.
The amount of any Contingent Obligation (other than Interest Rate
Agreements) as of any date shall be equal to the amount of the
obligation as of any date so guaranteed or otherwise supported. The
amount of any Interest Rate Agreement as of any date shall be equal to
the aggregate amount that would be payable by such Person if such
Interest Rate Agreement were terminated on such date as a result of a
default thereunder by such Person.

"Contractual Obligation": as to any Person, any provision of
any security issued by such Person or of any agreement (credit or
otherwise), instrument or other undertaking to which such Person is a
party or by which it or any of its property is bound.

"Cumulative Preferred Stock": collectively, the preferred
stock of the Borrower designated (i) the 15% Cumulative Compounding
Redeemable Preferred Stock, (ii) the Series B 15% Cumulative
Compounding Redeemable Preferred Stock and (iii) the Junior Cumulative
Compounding Redeemable Preferred Stock, in each case issued by the
Borrower pursuant to, and with such rights, restrictions, privileges
and preferences as set forth in, their respective Certificate of
Designations.

"Default": any of the events specified in Section 7, whether
or not any requirement for the giving of notice, the lapse of time, or
both, or any other condition, has been satisfied.

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

"Discontinued Operations": the entities and businesses
specified on Schedule 1.1G.

"Dollars" and "$": dollars in lawful currency of the United
States of America.

"Employee Benefit Plan": any employee benefit plan within the
meaning of Section 3(3) of ERISA which is maintained for employees of
the Borrower or any ERISA Affiliates.

"Environmental Claim": any accusation, allegation, notice of
violation, claim, demand, abatement order or other order or direction
(conditional or otherwise) by any governmental authority or any Person
for any damage, including, without limitation, personal injury
(including sickness, disease or death), tangible or intangible
property damage, contribution, indemnity, indirect or consequential
damages, damage to the environment, nuisance, pollution, contamination
or other adverse effects on the environment, or for fines, penalties
or restrictions, resulting from or based upon (i) the existence of a
Release (whether sudden or non-sudden or accidental or
non-accidental), of, or exposure to, any Hazardous Material, in, into
or onto the environment, (ii) the use, handling, transportation,
storage, treatment or disposal of Hazardous Materials, or (iii) the
violation, or alleged violation, of any Environmental Laws.

"Environmental Laws": any and all foreign, Federal, state,
local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees, requirements of any Governmental Authority
or other Requirements of Law (including common law) regulating,
relating to or imposing liability or standards of conduct concerning
protection of human health or the environment, as now or may at any
time hereafter be in effect.

"ERISA": the Employee Retirement Income Security Act of 1974,
as amended from time to time.

"ERISA Affiliate": the Borrower and (a) any corporation which
is a member of a controlled group of corporations within the meaning
of Section 414(b) of the Code of which the Borrower is a member; (b)
any trade or business (whether or not incorporated) which is a member
of a group of trades or businesses under common control within the
meaning of Section 414(c) of the Code of which the Borrower is a
member; and (c) any member of an affiliated service group within the
meaning of Section 414(m) or (o) of the Code of which the Borrower,
any corporation described in clause (i) above or any trade or business
described in clause (ii) above is a member.

"ERISA Event": (a) the occurrence of a reportable event
within the meaning of Section 4043 of ERISA with respect to

any Pension Plan, (b) a failure to meet the minimum funding standard
of Section 412 of the Code or of Section 302 of ERISA, including,
without limitation, the failure to make on or before its due date a
required installment under Section 412(m) of the Code or Section
302(e) of ERISA, (regardless of the issuance of any waivers in
accordance with Section 412(d) of the Code) and any request for a
waiver under Section 412(d) of the Code in connection with any Pension
Plan; (c) the provision of the administrator of any Pension Plan of a
notice pursuant to Section 4041(a)(2) of ERISA to terminate such plan
pursuant to Section 4041(c) of ERISA; (d) the withdrawal by the
Borrower or any ERISA Affiliate from a Pension Plan during a plan year
for which it was a "substantial employer" within the meaning of
Section 4001(a)(2) of ERISA; (e) the institution by the PBGC of
proceedings to terminate a Pension Plan pursuant to Section 4042 of
ERISA, or the occurrence of any event or condition which the Borrower
or any ERISA Affiliate reasonably anticipates would constitute grounds
under Section 4042 of ERISA for the termination of, or the appointment
of a trustee to administer, a Pension Plan; (f) the withdrawal by the
Borrower or any ERISA Affiliate in a complete or partial withdrawal
(within the meaning of Section 4203 or 4205 of ERISA) from a
Multiemployer Plan, or the receipt by the Borrower or any ERISA
Affiliate of notice from a Multiemployer Plan that it is in
reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA
or that it intends to terminate or has terminated under Section 4041A
of ERISA; (g) the imposition on the Borrower or any ERISA Affiliate of
fines, penalties, taxes or related charges under Chapter 43 of the
Code or under Sections 502(c), (i) or (l) or 4071 of ERISA; (h) the
assertion of a material claim (other than routine claims for benefits)
against any Employee Benefit Plan or the assets thereof, or against
the Borrower or any ERISA Affiliate in connection with any such plan;
or (i) receipt from the Service of notice of the failure of any
Pension Plan to qualify under Section 401(a) of the Code, or the
failure of any trust forming part of a Pension Plan to fail to qualify
for exemption from taxation under Section 501(a) of the Code.

"Eurocurrency Reserve Requirements": for any day as applied
to a Eurodollar Loan, the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of reserve requirements in effect on
such day (including, without limitation, basic, supplemental, marginal
and emergency reserves under any regulations of the Board or other
Governmental Authority having jurisdiction with respect thereto)
dealing with reserve requirements prescribed for

eurocurrency funding (currently referred to as "Eurocurrency
Liabilities" in Regulation D of the Board) maintained by a member bank
of the Federal Reserve System.

"Eurodollar Base Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, the rate per annum
determined by the Agent to be equal to the arithmetic mean of the
rates per annum offered by leading banks in the London interbank
market at approximately 11:00 a.m. (London time) two Working Days
prior to the beginning of such Interest Period, as quoted on Telerate
Page 3750 or, in the event that Telerate Page 3750 shall at such time
quote such rates for fewer than two leading banks, the rate at which
the Agent is offered Dollar deposits at or about 11:00 A.M. (London
time), two Working Days prior to the beginning of such Interest Period
in the London interbank market for delivery on the first day of such
Interest Period for the number of days comprised therein and in an
amount comparable to the amount of the Agent's Eurodollar Loan to be
outstanding during such Interest Period.

"Eurodollar Loans": Loans the rate of interest applicable to
which is based upon the Eurodollar Rate.

"Eurodollar Rate": with respect to each day during each
Interest Period pertaining to a Eurodollar Loan, a rate per annum
determined for such day in accordance with the following formula
(rounded upward to the nearest 1/16th of 1%):

Eurodollar Base Rate
1.00 - Eurocurrency Reserve Requirements

"Event of Default": any of the events specified in Section 7,
provided that any requirement for the giving of notice, the lapse of
time, or both, or any other condition, has been satisfied.

"Excess Cash Flow": for any period, the Consolidated Operating
Cash Flow of the Borrower and its Subsidiaries for such period minus
for such period, the sum of (a) Consolidated Debt Service, (b)
Consolidated Capital Expenditures and (c) the actual taxes paid by the
Borrower and its Subsidiaries in cash.

"Facilities": any and all real property (including, without
limitation, all buildings, fixtures or other improvements located
thereon) now, or hereafter, owned,

leased, operated or used by the Borrower or any of its Subsidiaries or
any of their respective predecessors.

"FCC": 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 License": any of the licenses, permits or other
authorizations issued by the FCC relating to or necessary for the
operation of the Broadcast Stations, the loss of which could
reasonably be expected to have a Material Adverse Effect, including,
without limitation, those listed on Schedule 3.1(e) hereto.

"Federal Funds Rate": with respect to each day, the rate per
annum (rounded upward, if necessary, to the nearest 1/16 of 1%)
offered in the interbank market to the Agent as the overnight "federal
funds rate" at or about 10:00 A.M., Los Angeles time, on such day (or,
if such day is not a Business Day, for the next preceding Business
Day).

"Financial Statements": the audited consolidated balance
sheet, statement of operations, cash flows and shareholders' equity
for the Borrower and its consolidated Subsidiaries for the fiscal
years ended December 31, 1993 and 1994 and the unaudited interim
consolidated balance sheet, statement of operations, cash flows and
shareholders' equity for the Borrower and its consolidated
Subsidiaries for the nine months ended September 30, 1994 and 1995.

"GAAP": generally accepted accounting principles in the
United States of America consistent with those utilized in preparing
the audited financial statements referred to in subsection 3.3.

"Governmental Authority": 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.

"Hazardous Materials": (a) any chemical, material or
substance defined as or included in the definition of "hazardous
substances", "hazardous wastes", "hazardous materials", "extremely
hazardous waste", "restricted hazardous waste", or "toxic substances"
or words of similar import under any applicable Environmental Laws,
(b) any oil, petroleum or petroleum derived substance, any drilling
fluids, produced

waters and other wastes associated with the exploration, development
or production of crude oil, any flammable substances or explosives,
any radioactive materials, any hazardous wastes or substances, any
toxic wastes or substances or any other materials or pollutants which
(i) pose a material hazard to any property of the Borrower or any of
its Subsidiaries or to Persons on or about such property or (ii) cause
such property to be in violation of any Environmental Laws, (c)
asbestos in any form which is or could become friable, urea
formaldehyde foam insulation, polychlorinated biphenyls, and (d) any
other chemical, material or substance, exposure to which is
prohibited, limited or regulated by any governmental authority or may
or could pose a hazard to the health and safety of the owners,
occupants or any Persons surrounding the Facilities.

"Indebtedness": of any Person at any date, (a) all
indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services (other than current trade
liabilities incurred in the ordinary course of business and payable in
accordance with customary practices), (b) any other indebtedness of
such Person which is evidenced by a note, bond, debenture or similar
instrument, (c) all obligations of such Person under Capital Leases,
(d) all obligations of such Person in respect of acceptances issued or
created for the account of such Person, (e) all liabilities secured by
any Lien on any property owned by such Person even though such Person
has not assumed or otherwise become liable for the payment thereof and
(f) the liquidation value of any preferred capital stock of such
Person its Subsidiaries held by any Person other than such Person and
its wholly owned Subsidiaries.

"Indenture": the Indenture dated as of September 28, 1995
pursuant to which the Borrower issued the Senior Subordinated Notes,
as the same may be amended, supplemented or otherwise modified from
time to time.

"Intellectual Property": all patents, trademarks, trade
names, copyrights, technology, know-how and processes used in or
necessary for the conduct of business of the Borrower and its
Subsidiaries as currently conducted that are material to the condition
(financial or other), business, or operations of the Borrower and its
Subsidiaries taken as a whole.

"Interest Payment Date": (a) as to any Base Rate Loan, the
last day of each March, June, September and December and the date on
which such Loan is paid or converted into a Loan

of another Type, (b) as to any Eurodollar Loan having an Interest
Period of three months or less, the last day of such Interest Period,
and (c) as to any Eurodollar Loan having an Interest Period longer
than three months, each day which is three months or a whole multiple
thereof, after the first day of such Interest Period and the last day
of such Interest Period.

"Interest Period": with respect to any Eurodollar Loan:

(a) initially, the period commencing on the
borrowing or conversion date, as the case may be, with respect
to such Eurodollar Loan and ending one, two, three, six or
twelve months thereafter, as selected by the Borrower in its
notice of borrowing or notice of conversion, as the case may
be, given with respect thereto; and

(b) thereafter, each period commencing on the
last day of the next preceding Interest Period applicable to
such Eurodollar Loan and ending one, two, three, six or twelve
months thereafter, as selected by the Borrower by irrevocable
notice to the Agent not less than three Working Days prior to
the last day of the then current Interest Period with respect
thereto;

provided that if the Borrower at any time selects an Interest Period
with respect to any Eurodollar Loan of twelve months, such selection
is subject to the availability of Eurodollar Loans having an Interest
Period of twelve months on the part of all of the Lenders; provided,
further, all of the foregoing provisions relating to Interest Periods
are subject to the following:

(1) if any Interest Period pertaining to a
Eurodollar Loan would otherwise end on a day that is not a
Working Day, such Interest Period shall be extended to the
next succeeding Working Day unless the result of such
extension would be to carry such Interest Period into another
calendar month in which event such Interest Period shall end
on the immediately preceding Working Day;

(2) any Interest Period pertaining to a Eurodollar
Loan that begins on the last Working 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 Working Day of a
calendar month; and

(3) the Borrower shall select Interest Periods with
respect to any Eurodollar Loan so as not to require a payment
or prepayment of any such Eurodollar Loan during an Interest
Period for such Loan.

"Interest Rate Agreement": any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other
similar agreement or arrangement designed to protect the Borrower or
any of its Subsidiaries against fluctuations in interest rates.

"INTV Properties": the properties, assets and entities listed
on Schedule 1.1C.

"Investment": (a) any direct or indirect purchase or other
acquisition by the Borrower or any of its Subsidiaries of, or a
beneficial interest in, stock or other Securities of any other Person,
or (b) any direct or indirect loan, advance (other than advances to
employees for moving, entertainment and travel expenses, drawing
accounts and similar expenditures in the ordinary course of business)
or capital contribution by the Borrower or any of its Subsidiaries to
any other Person, including all indebtedness and accounts receivable
from that other Person that are not current assets or did not arise
from sales to that other Person in the ordinary course of business.
The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any
adjustments for increases or decreases in value, or write-ups,
write-downs or write-offs with respect to such investment.
Investments shall not include any purchase of Program Rights in the
ordinary course of business.

"Joint Venture": a joint venture, partnership or other
similar arrangement, whether in corporate, partnership or other legal
form.

"Leverage Ratio": at any date of determination, the ratio of
(a) Consolidated Total Debt of the Borrower and its Subsidiaries on
such date to (b) Adjusted Consolidated Operating Cash Flow as of the
last day of the month for which the Borrower shall have most recently
delivered financial statements pursuant to subsection 5.1(b)(i).

"License Subsidiary": each Subsidiary of the Borrower which
holds any FCC License relating to a Broadcast Station as

specified on Schedule 1.1D; and "License Subsidiaries" means all such
Persons collectively.

"Lien": any mortgage, pledge, hypothecation, assignment,
deposit arrangement, encumbrance, lien (statutory or other), charge or
other security interest or any preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever
(including, without limitation, any conditional sale or other title
retention agreement and any Capital Lease having substantially the
same economic effect as any of the foregoing).

"LMA Agreements": (i) each of the agreements (including those
identified on Schedule 3.1(e) annexed hereto) pursuant to which
certain of the Loan Parties identified in Schedule 3.1(e) operate an
LMA Radio Station or LMA Television Station, together with any
amendments, supplements or modifications thereto, as the same may be
amended, restated, supplemented or otherwise modified from time to
time in accordance with the terms hereof and thereof, and (ii) any
other local marketing agreements, local management agreements, local
sales agreements, time brokerage agreements or similar arrangements
entered into by the Borrower or any of its Subsidiaries to the extent
permitted hereby.

"LMA Radio Station": each of the radio stations (including,
without limitation, those identified on Schedule 3.1(e) hereto)
operated by the Borrower or its Subsidiaries pursuant to an LMA
Agreement.

"LMA Television Station": each of the television stations
(including, without limitation, those identified on Schedule 3.1(e)
hereto) operated by the Borrower or its Subsidiaries pursuant to an
LMA Agreement.

"Loan Documents": this Agreement, any Notes and the Security
Documents.

"Loan Parties": the Borrower and each Subsidiary of the
Borrower which is a party to a Loan Document.

"Loans": as defined in subsection 2.1.

"Majority Lenders": at any time, Lenders the Commitment
Percentages of which aggregate more than 50%.

"Margin Stock": has the meaning assigned to that term in
Regulation U of the Board as in effect from time to time.

"Material Adverse Effect": a material adverse effect on (a)
the business, operations, property, condition (financial or otherwise)
or prospects of the Borrower and its Subsidiaries taken as a whole or
(b) the validity or enforceability of this or any of the other Loan
Documents or the rights or remedies of the Agent or the Lenders
hereunder or thereunder.

"Multiemployer Plan": a "multiemployer plan" within the
meaning of Section 4001(a)(3) of ERISA to which the Borrower or any
ERISA Affiliate has an obligation to contribute or in respect of which
the Borrower or any ERISA Affiliate has any outstanding liability,
contingent or otherwise.

"Net Cash Proceeds": in connection with:

(a) any Asset Sale, the proceeds thereof in the form of Cash
and Cash Equivalents (including any such proceeds received by way of
deferred payment of principal pursuant to a note or installment
receivable or purchase price adjustment receivable or otherwise, but
only as and when received), net of attorneys' fees, accountants' fees,
investment banking fees, amounts required to be applied to the
repayment of Indebtedness secured by a Lien expressly permitted
hereunder on any asset which is the subject of such Asset Sale (other
than any Lien in favor of the Agent for the benefit of the Lenders)
and other customary fees and expenses actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable
as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements); and

(b) any issuance or sale of equity securities or debt
securities or instruments or the incurrence of loans, the Cash
proceeds received from such issuance or incurrence, net of attorneys'
fees, investment banking fees, accountants' fees, underwriting
discounts and commissions and other customary fees and expenses
actually incurred in connection therewith.

"Non-Excluded Taxes": as defined in subsection 2.15.

"Non-INTV Properties": the properties, assets and entities
listed on Schedule 1.1E.

"Note": as defined in subsection 2.4(e).

"Obligations": the unpaid principal of and interest on
(including, without limitation, interest accruing after the

maturity of the Loans and interest accruing after the filing of any
petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Borrower, whether
or not a claim for post-filing or post-petition interest is allowed in
such proceeding) the Notes and all other obligations and liabilities
of the Borrower to the Agent or to any Lender, whether direct or
indirect, absolute or contingent, due or to become due, or now
existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any other Loan Document, any Interest
Rate Agreement entered into with any Lender, whether on account of
principal, interest, fees, indemnities, costs, expenses (including,
without limitation, all fees, charges and disbursements of counsel to
the Agent or to any Lender that are required to be paid by the
Borrower pursuant hereto) or otherwise.

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

"Owned Radio Station": each of the radio stations (including,
without limitation, those identified on Schedule 3.1(f) hereto) owned
by the Borrower and such other radio stations acquired pursuant to a
Permitted Purchase.

"Owned Television Station": each of the television stations
(including, without limitation, those identified on Schedule 3.1(f)
hereto) owned by the Borrower and such other television stations
acquired pursuant to a Permitted Purchase.

"Ownership Report": the Ownership Report of each Loan Party
most recently filed with the FCC.

"Participant": as defined in subsection 9.6(b).

"Xxxxxx": Xxxxxx X. Xxxxxx, residing on the date hereof at
000 Xxxxx Xxxxx Xxxxxxxxx, Xxxx Xxxxx, Xxxxxxx 00000.

"PBGC": the Pension Benefit Guaranty Corporation established
pursuant to Subtitle A of Title IV of ERISA.

"Pension Plan": any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to the provisions of Title IV of
ERISA.

"Permitted Acquisition": has the meaning assigned to that
term in subsection 6.4(j).

"Permitted Encumbrances": the following types of Liens
(provided that enforcement of the same will not have a Material
Adverse Effect except with respect to clauses (i) and (v) hereof):

(i) Liens for taxes, assessments or governmental
charges or claims the payment of which is not, at the time, required
by subsection 5.3;

(ii) Liens of carriers, warehousemen and other liens
imposed by law incurred in the ordinary course of business for sums
not yet delinquent or being contested in good faith, if such reserve
or other appropriate provision, if any, as shall be required by GAAP
shall have been made therefor;

(iii) Liens of mechanics and materialmen for sums not yet
due or the validity of which are being contested in good faith;

(iv) Liens (other than any Lien imposed pursuant to
Section 401(a)(29) or Section 412(n) of the Code or under ERISA or any
Environmental Law) incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment
insurance and other types of social security, or to secure the
performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, trade contracts,
performance and return-of-money bonds and other similar obligations
(exclusive of obligations for the payment of borrowed money);

(v) any attachment or judgment Lien not constituting an
Event of Default under subsection 7(j);

(vi) leases or subleases granted to others not
interfering in any material respect with the business of the Borrower
or any of its Subsidiaries;

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

(vii) Liens arising from filing UCC financing statements
relating solely to leases permitted by this Agreement.

"Permitted Purchase": any of (i) a Permitted Acquisition or
(ii) any other acquisition of a radio or televisions broadcast station
permitted hereunder or otherwise consented to by the Required Lenders
from time to time in accordance with the terms hereof.

"Person": an individual, partnership, corporation, business
trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.

"Plan": at a particular time, any employee benefit plan which
is covered by ERISA and in respect of which the Borrower or a Commonly
Controlled Entity is (or, if such plan were terminated at such time,
would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

"Pledge Agreements": the collective reference to the Borrower
Pledge Agreement and the Subsidiaries Pledge Agreement.

"Preapproved Acquisition": means any of the acquisitions
listed on Schedule 1.1F, provided that such acquisition (a) is
effected pursuant to the Purchase Agreement relating to such
acquisition and (b) is consummated within nine months of the Closing
Date.

"Preapproved Capital Expenditures": expenditures to improve
or upgrade certain Broadcast Stations owned or operated as of the
Closing Date as specified on Schedule 1.1H.

"Program": any television series or other program produced or
distributed for television release (including any syndicated series or
other program regardless of its medium of initial exploitation), in
each case whether recorded on film, videotape, audiotape, cassette,
cartridge, disc or by any other means, method, process or device,
whether now known or hereafter developed.

"Program Contracts": all contracts for television broadcast
rights of Programs, including, but not limited to, film, music and
related audio rights and syndicated series exhibition rights acquired
under license agreements.

"Program Rights": any right, whether arising under Program
Contracts or otherwise, to broadcast, sell,

distribute, subdistribute, exhibit, lease, sublease, license,
sublicense or otherwise exploit Programs.

"Program Rights Costs": the maximum amount which the Borrower
and/or any of its Subsidiaries or its or their co-venturers have
furnished or have contractually committed to furnish (to the extent
such commitments shall be reflected as an asset or liability on the
consolidated balance sheet and the notes thereto of the Borrower)
toward the production or acquisition by the Borrower and/or any of its
Subsidiaries or its or their co-venturers of any Program Rights with
respect to any Program.

"Programming Amortization Expense": for any period, total
amortization expense of the Borrower and/or any of its Subsidiaries
for such period which is directly attributable to Programs, Program
Rights or Program Contracts, determined on a consolidated basis in
conformity with GAAP.

"Programming Obligations": at any date of determination, all
direct or indirect liabilities, contingent or otherwise, with respect
to Program Contracts, Programs or Program Rights (including, without
limitation, all Program Rights Costs) of the Borrower and its
Subsidiaries, to the extent reflected on the consolidated balance
sheet and the notes thereto of the Borrower and its Subsidiaries
prepared in conformity with GAAP.

"Programming Rights Payments": for any period, the aggregate
cash payments scheduled to be made by the Borrower and/or any of its
Subsidiaries for such period in respect of Programming Obligations,
determined on a consolidated basis in conformity with GAAP.

"Purchase Agreements": the agreements, contracts and other
documents pursuant to which the Borrower or its Subsidiaries will
consummate a Preapproved Acquisition or Permitted Purchase, in form
and substance satisfactory to the Lenders or the Required Lenders,
respectively.

"Register": as defined in subsection 9.6(d).

"Related Documents": (a) the Purchase Agreements and (b) the
LMA Agreements.

"Release": any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal,
leaching, or migration into the indoor

or outdoor environment (including, without limitation, the abandonment
or disposal of any barrels, containers or other closed receptacles
containing any Hazardous Materials), or into or out of any Facility,
including the movement of any Hazardous Material through the air,
soil, surface water, groundwater or property.

"Required Lenders": at a particular time, the holders of at
least 66-2/3% of the aggregate unpaid principal amount of the Loans,
or, if no Loans are outstanding, Lenders the Commitment Percentages of
which aggregate at least 66-2/3%.

"Requirement of Law": as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing
documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other Governmental
Authority, in each case applicable to or binding upon such Person or
any of its property or to which such Person or any of its property is
subject.

"Restricted Payment": means (i) any dividend or other
distribution, direct or indirect, on account of any equity interests
(including preferred capital stock) of the Borrower or any of its
Subsidiaries now or hereafter outstanding, (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any equity interests
(including preferred capital stock) of the Borrower or any of its
Subsidiaries now or hereafter outstanding, (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants,
options or other rights to acquire any equity interests (including
preferred capital stock) of the Borrower or any of its Subsidiaries
now or hereafter outstanding and (iv) any direct or indirect payment,
loan, contribution or other transfer of funds or other property to any
equity holder of the Borrower or any of its Subsidiaries.

"Securities": any stock, shares, voting trust certificates,
bonds, debentures, options, warrants, notes, or other evidences of
indebtedness, secured or unsecured, convertible, subordinated or
otherwise, or in general any instruments commonly known as
"securities" or any certificates of interest, shares or participations
in temporary or interim certificates for the purchase or acquisition
of, or any right to subscribe to, purchase or acquire, any of the
foregoing.

"Security Agreements": the collective reference to the
Borrower Security Agreement and the Subsidiaries Security Agreement.

"Security Documents": the collective reference to the Pledge
Agreements, the Subsidiaries Guarantee, the Security Agreements and
all other security documents hereafter delivered to the Agent granting
a Lien on any asset or assets of any Person to secure the obligations
and liabilities of the Borrower hereunder and under any of the other
Loan Documents or to secure any guarantee of any such obligations and
liabilities.

"Senior Subordinated Notes": as defined in subsection 4.1(i).

"Shop at Home": Shop at Home, Inc., a Tennessee corporation.

"Solvent": with respect to any Person, that as of the date of
determination, both (A) (i) the then fair saleable value of the
property of such Person is (y) greater than the total amount of
liabilities (including Contingent Obligations) of such Person and (z)
greater than the amount that will be required to pay the probable
liabilities of such Person's then existing debts as they become
absolute and matured considering all financing alternatives, sharing
and allocation arrangements and potential asset sales reasonably
available to such Person; (ii) such Person's capital is not
unreasonably small in relation to its business or any contemplated or
undertaken transaction; and (iii) such Person does not intend to
incur, or believe or reasonably should believe that it will incur,
debts beyond its ability to pay such debts as they become due and (B)
such Person is solvent within the meaning given that term and similar
terms under applicable laws relating to fraudulent transfers.

"Stockholders' Agreement": the Amended and Restated
Stockholders' Agreement of the Borrower dated as of December 22, 1994,
as the same may be amended, supplemented or otherwise modified from
time to time (including as amended pursuant to the Consent effective
as of September 20, 1995).

"Subsidiaries Guarantee": the Guarantee to be executed and
delivered by each Subsidiary, substantially in the form of Exhibit D,
as the same may be amended, supplemented or otherwise modified from
time to time.

"Subsidiaries Pledge Agreement": the Subsidiaries Pledge
Agreement to be executed and delivered by each Subsidiary in favor of
the Agent, substantially in the form of Exhibit E, as the same may be
amended, supplemented or otherwise modified from time to time.

"Subsidiaries Security Agreement": the Subsidiaries Security
Agreement to be executed and delivered by each Subsidiary in favor of
the Agent, substantially in the form of Exhibit F, as the same may be
amended, supplemented or otherwise modified from time to time.

"Subsidiaries Security Documents": the collective reference
to the Subsidiaries Pledge Agreement and the Subsidiaries Security
Agreement.

"Subsidiary": as to any Person, a corporation, partnership or
other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership
interests having such power only by reason of the happening of a
contingency) to elect a majority of the board of directors or other
managers of such corporation, partnership or other entity are at the
time owned, or the management of which is otherwise controlled,
directly or indirectly through one or more intermediaries, or both, by
such Person. Unless otherwise qualified, all references to a
"Subsidiary" or to "Subsidiaries" in this Agreement shall refer to a
Subsidiary or Subsidiaries of the Borrower. All references in this
Agreement to a "Subsidiary" or "Subsidiaries" of the Borrower shall
not include (a) any Unrestricted Subsidiary of the Borrower or (b) any
Discontinued Operation.

"Subsidiary Guarantor": any Subsidiary of the Borrower that
is a party to the Subsidiaries Guarantor.

"Termination Date": June 30, 2002.

"Tranche": the collective reference to Eurodollar Loans the
then current Interest Periods with respect to all of which begin on
the same date and end on the same later date (whether or not such
Loans shall originally have been made on the same day).

"Transferee": as defined in subsection 9.6(f).

"Type": as to any Loan, its nature as a Base Rate Loan or a
Eurodollar Loan.

"Unrestricted Subsidiary": (a) Shop at Home and (b) any
corporation, partnership or other entity which, but for the operation
of this definition, would be a Subsidiary of the Borrower (i) created,
invested in or acquired by the Borrower or any Subsidiary of the
Borrower after the Closing Date, other than pursuant to a Preapproved
Acquisition, (ii) designated by a resolution of the Board of Directors
of the Borrower as an Unrestricted Subsidiary and such designation and
the basis for such designation are provided in writing to the Agent,
and (iii)(A) into which the Borrower or any Subsidiary has made any
Investment with the proceeds of any issuance or sale of any class of
equity Securities of the Borrower or any Subsidiary or (B) acquired in
exchange, in whole or in part, for equity Securities of the Borrower
or any Subsidiary; provided that if such Subsidiary is a partnership,
such Subsidiary may be an Unrestricted Subsidiary only if neither the
Borrower nor a Subsidiary of the Borrower is a general partner of such
Subsidiary.

"Warrants": each of the warrants to purchase shares of common
stock or preferred capital stock of the Borrower.

"Working Day": shall mean any Business Day on which dealings
in foreign currencies and exchange between banks may be carried on in
London, England.

1.2 Other Definitional Provisions. (a) Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any Notes or any certificate or other document made or
delivered pursuant hereto.

(b) As used herein and in any Notes, and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
the Borrower and its Subsidiaries not defined in subsection 1.1 and accounting
terms partly defined in subsection 1.1, to the extent not defined, shall have
the respective meanings given to them under GAAP.

(c) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Section,
subsection, Schedule and Exhibit references are to this Agreement unless
otherwise specified.

(d) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS

2.1 Revolving Credit Commitments. (a) Subject to the terms
and conditions hereof, each Lender severally agrees to make revolving credit
loans ("Loans") to the Borrower from time to time during the Commitment Period
in an aggregate principal amount at any one time outstanding not to exceed the
amount of such Lender's Commitment. During the Commitment Period the Borrower
may use the Commitments by borrowing, prepaying the Loans in whole or in part,
and reborrowing, all in accordance with the terms and conditions hereof.

2.2 Procedure for Borrowing. (a) The Loans may from time to
time be (i) Eurodollar Loans or (ii) Base Rate Loans or (iii) a combination
thereof, as determined by the Borrower and notified to the Agent in accordance
with subsections 2.2(b) and 2.7, provided that no Loan shall be made as a
Eurodollar Loan after the day that is one month prior to the Termination Date.

(b) The Borrower may borrow under the Commitments during the
Commitment Period on any Working Day, if all or any part of such Loans are to
be initially Eurodollar Loans, or on a Business Day, if all of such Loans are
to be initially Base Rate Loans, provided that the Borrower shall give the
Agent irrevocable notice (which notice must be received by the Agent prior to
10:00 A.M., Los Angeles time, (a) three Business Days prior to the requested
Borrowing Date, if all or any part of the requested Loans are to be initially
Eurodollar Loans or (b) one Business Day prior to the requested Borrowing Date,
otherwise), specifying (i) the amount to be borrowed, (ii) the requested
Borrowing Date, (iii) whether the borrowing is to be Eurodollar Loans, Base
Rate Loans, or a combination thereof and (iv) if the borrowing is to be
entirely or partly of Eurodollar Loans, the respective amounts of each such
Type of Loan and the respective lengths of the initial Interest Periods
therefor. Each borrowing under the Commitments shall be in an amount equal to
(x) in the case of Base Rate Loans, $500,000 or a whole multiple of $100,000 in
excess thereof (or, if the then aggregate Available Commitments are less than
$100,000, such lesser amount) and (y) in the case of Eurodollar Loans,
$3,000,000 or a whole multiple of $1,000,000 in excess thereof. Upon receipt
of any such notice from the Borrower, the Agent shall promptly notify each
Lender thereof. Each Lender will make the amount of its pro rata share of each
borrowing available to the Agent for the account of the Borrower at the office
of the Agent specified in subsection 9.2 prior to 11:00 A.M., New York City
time, on the Borrowing Date requested by the Borrower in funds immediately
available to the Agent. Such borrowing will then be made available to the
Borrower by the Agent crediting the account of the Borrower on the books of

such office with the aggregate of the amounts made available to the Agent by
the Lenders and in like funds as received by the Agent.

2.3 Commitment Fee. The Borrower agrees to pay to the Agent
for the account of each Lender a commitment fee for the duration of the
Commitment Period from and including the first day of the Commitment Period,
computed at the rate of 1/2 of 1% per annum on the average daily amount of the
Available Commitment of such Lender during the period for which payment is
made, payable quarterly in arrears on the last day of each March, June,
September and December and on the Termination Date or such earlier date as the
Commitments shall terminate as provided herein, commencing on the first of such
dates to occur after the date hereof.

2.4 Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay to the Agent for the account of each
Lender the then unpaid principal amount of each Loan of such Lender on the
Termination Date (or such earlier date on which the Loans become due and
payable pursuant to Section 7). The Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Loans from time to time
outstanding from the date hereof until payment in full thereof at the rates per
annum, and on the dates, set forth in subsection 2.9.

(b) 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.

(c) The Agent shall maintain the Register pursuant to
subsection 9.6(d), and a subaccount therein for each Lender, in which shall be
recorded (i) the amount of each Loan made hereunder, the Type thereof and each
Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) both the amount of any sum received by the Agent
hereunder from the Borrower and each Lender's share thereof.

(d) The entries made in the Register and the accounts of each
Lender maintained pursuant to subsection 2.4(b) shall, to the extent permitted
by applicable law, be prima facie evidence of the existence and amounts of the
obligations of the Borrower therein recorded; provided, however, that the
failure of any Lender or the Agent to maintain the Register or any such
account, or any error therein, shall not in any manner affect the obligation of
the Borrower to repay (with applicable interest) the Loans made to the

Borrower by such Lender in accordance with the terms of this Agreement.

(e) The Borrower agrees that, upon the request to the Agent
by any Lender, the Borrower will execute and deliver to such Lender a
promissory note of the Borrower evidencing the Loans of such Lender,
substantially in the form of Exhibit A with appropriate insertions as to date
and principal amount (a "Note").

2.5 Optional Prepayments. The Borrower may, at any time and
from time to time, prepay the Loans, in whole or in part, without premium or
penalty, upon at least three Business Days' irrevocable notice to the Agent in
the case of Eurodollar Loans, and upon at least one Business Days' irrevocable
notice to the Agent in the case of Base Rate Loans, specifying the date and
amount of prepayment and whether the prepayment is of Eurodollar Loans, Base
Rate Loans or a combination thereof, and, if of a combination thereof, the
amount allocable to each. Upon receipt of any such notice the Agent shall
promptly notify each Lender thereof. If any such notice is given, the amount
specified in such notice shall be due and payable on the date specified
therein, together with any amounts payable pursuant to subsection 2.16.
Partial prepayments shall be in an aggregate principal amount of $250,000 or a
whole multiple of $50,000 in excess thereof.

2.6 Termination or Reduction of Commitments and Mandatory
Prepayments.

(a) The Borrower shall have the right, upon not less than
three Business Days' notice to the Agent, to terminate the Commitments or, from
time to time, to reduce the amount of the Commitments. Any such reduction
shall be in an amount equal to $500,000 or a whole multiple of $500,000 in
excess thereof and shall reduce permanently the Commitments then in effect.
Termination of the Commitments shall also terminate the obligation of the
Lenders to make Loans.

(b) On each March 31, June 30, September 30 and December 31
during the period from and including December 31, 1997 to the Termination Date,
the Commitment shall be reduced by the amount set forth below opposite the
period in which such date occurs:

Quarterly
Date or Period Commitment Reduction
--------------------------------- --------------------

December 31, 1997 $10,000,000

January 1, 1998-December 31, 1998 $ 3,750,000

January 1, 1999-December 31, 1999 $ 5,000,000

January 1, 2000-December 31, 2000 $ 5,000,000

January 1, 2001-December 31, 2001 $ 5,000,000

January 1, 2002-June 30, 2002 $ 7,500,000

(c) If any class of debt Securities or instruments of the
Borrower or any of its Subsidiaries shall be issued or sold or the Borrower or
its Subsidiaries shall incur any Indebtedness (other than any debt Securities
or instruments issued or Indebtedness incurred as permitted by subsection 6.2)
an amount equal to 100% of the Net Cash Proceeds from such issuance, sale or
incurrence shall be applied on the date of such issuance, sale or incurrence
toward the reduction of the Commitments in accordance with the provisions of
paragraph (g) of this subsection 2.6.

(d) If any class of common equity Securities of the Borrower
or any of its Subsidiaries shall be issued or sold, an amount of Net Cash
Proceeds received by the Borrower or its Subsidiaries (other than the first
$10,000,000 of such Net Cash Proceeds received by the Borrower from the
issuance or sale by the Borrower subsequent to the Closing Date of such
Securities pursuant to the exercise of stock options issued in favor of members
of management) shall be applied on the date of such issuance or sale toward the
prepayment of the Loans to such extent that, after giving effect thereto, the
Leverage Ratio is equal to or less than 6.25 to 1.00.

(e) The Commitments shall be reduced in accordance with the
provisions of paragraph (g) of this subsection 2.6 by an amount equal to the
aggregate amount of Net Cash Proceeds received by the Borrower and its
Subsidiaries from Asset Sales, except that the first $10,000,000 of such Net
Cash Proceeds received by the

Borrower and its Subsidiaries during the Commitment Period need not be so
applied to reduce the Commitments to the extent the Borrower or any of its
Subsidiaries invests such Net Cash Proceeds in assets of the same type and
utility as the assets sold within twelve months of such Asset Sale (provided
that, as at the time of such investment and after giving effect thereto no
Default or Event of Default shall have occurred and be continuing or would
result therefrom).

(f) If, for the 1996 fiscal year of the Borrower and any
subsequent fiscal year of the Borrower, there shall be Excess Cash Flow, on the
relevant Excess Cash Flow Application Date (as defined below) there shall be
applied toward the reduction of the Commitment in accordance with the
provisions of paragraph (g) of this subsection 2.6, an amount equal to 50% of
such Excess Cash Flow. Each such Commitment reduction shall be made on the
date (an "Excess Cash Flow Application Date") that is five days after the
earlier of (i) the date on which the financial statements of the Borrower
referred to in subsection 5.1(b)(iii), for the fiscal year with respect to
which such prepayment is made, are required to be delivered to the Lenders and
(ii) the date such financial statements are actually delivered.

(g) Reductions of the Commitments pursuant to this subsection
2.6 shall be applied to the permanent reduction of the Commitments to the then
remaining scheduled Commitment reductions pro rata according to the respective
amounts thereof. Any reduction of the Commitments pursuant to this subsection
2.6 shall be accompanied by the prepayment of the Loans (including accrued
interest and any amounts due pursuant to subsection 2.16) to the extent, if
any, that the aggregate then outstanding principal amount of the Loans exceeds
the amount of the Commitments as so reduced.

2.7 Conversion and Continuation Options. (a) The Borrower
may elect from time to time to convert Eurodollar Loans to Base Rate Loans, by
giving the Agent at least two Business Days' prior irrevocable notice of such
election, provided that any such conversion of Eurodollar Loans may only be
made on the last day of an Interest Period with respect thereto. The Borrower
may elect from time to time to convert Base Rate Loans to Eurodollar Loans by
giving the Agent at least three Working Days' prior irrevocable notice of such
election. Any such notice of conversion to Eurodollar Loans shall specify the
length of the initial Interest Period or Interest Periods therefor. Upon
receipt of any such notice the Agent shall promptly notify each Lender thereof.
All or any part of outstanding Eurodollar Loans and Base Rate Loans may be
converted as provided herein, provided that (i) no Loan may be converted into a
Eurodollar Loan when any Event of Default has occurred and is continuing and
the Agent has or the Required Lenders have determined that such a conversion is
not appropriate and (ii) no Loan may be converted into a Eurodollar Loan after
the date that is one month prior to the Termination Date.

(b) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Agent, in accordance with the applicable
provisions of the term "Interest Period" set forth in subsection 1.1, of the
length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan may be continued as such (i) when any Event of Default
has occurred and is continuing and the Agent has or the Required Lenders have
determined that such a continuation is not appropriate or (ii) after the date
that is one month prior to the Termination Date and provided, further, that if
the Borrower shall fail to give such notice or if such continuation is not
permitted such Loans shall be automatically converted to Base Rate Loans on the
last day of such then expiring Interest Period.

2.8 Minimum Amounts and Maximum Number of Tranches. All
borrowings, conversions and continuations of Loans hereunder and all selections
of Interest Periods hereunder shall be in such amounts and be made pursuant to
such elections so that, after giving effect thereto, the aggregate principal
amount of the Loans comprising each Eurodollar Tranche shall be equal to
$3,000,000 or a whole multiple of $1,000,000 in excess thereof. In no event
shall there be more than 8 Eurodollar Tranches outstanding at any time.

2.9 Interest Rates and Payment Dates. (a) Each Eurodollar
Loan shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined with
respect to such Loan for such day plus the Applicable Margin.

(b) Each Base Rate Loan shall bear interest at a rate per
annum equal to the Base Rate plus the Applicable Margin.

(c) If all or a portion of (i) any principal of any Loan,
(ii) any interest payable thereon, (iii) any commitment fee or (iv) any other
amount payable hereunder shall not be paid when due (whether at the stated
maturity, by acceleration or otherwise), the principal of such overdue Loans
and any such overdue interest, commitment fee or other amount shall bear
interest at a rate per annum which is (x) in the case of principal, the rate
that would otherwise be applicable thereto pursuant to the foregoing provisions
of this subsection plus 2% or (y) in the case of any such overdue interest,
commitment fee or other amount, the rate described in paragraph (b) of this
subsection plus 2%, in each case from the date of such non-payment until such
overdue principal, interest, commitment fee or other amount is paid in full (as
well after as before judgment).

(d) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
subsection shall be payable from time to time on demand.

2.10 Computation of Interest and Fees. (a) Interest on Base
Rate Loans and commitment fees shall be calculated on the basis of a 365- (or
366-, as the case may be) day year for the actual days elapsed. Interest on
Eurodollar Loans shall be calculated on the basis of a 360-day year for the
actual days elapsed. The Agent shall as soon as practicable notify the
Borrower and the Lenders of each determination of a Eurodollar Rate. Any
change in the interest rate on a Loan resulting from a change in the Base Rate
or the Eurocurrency Reserve Requirements shall become effective as of the
opening of business on the day on which such change becomes effective. The
Agent shall as soon as practicable notify the Borrower and the Lenders of the
effective date and the amount of each such change in interest rate.

(b) Each determination of an interest rate by the Agent
pursuant to any provision of this Agreement shall be conclusive and binding on
the Borrower and the Lenders in the absence of manifest error. The Agent
shall, at the request of the Borrower, deliver to the Borrower a statement
showing the quotations used by the Agent in determining any interest rate
pursuant to subsection 2.9(a) or (b).

2.11 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

(a) the Agent shall have determined (which determination
shall be conclusive and binding upon the Borrower) that, by reason of
circumstances affecting the relevant market, adequate and reasonable
means do not exist for ascertaining the Eurodollar Rate for such
Interest Period, or

(b) the Agent shall have received notice from the Majority
Lenders that the Eurodollar Rate determined or to be determined for
such Interest Period will not adequately and fairly reflect the cost
to such Lenders (as conclusively certified by such Lenders) of making
or maintaining their affected Loans during such Interest Period,

the Agent shall give telecopy or telephonic notice thereof to the Borrower and
the Lenders as soon as practicable thereafter. If such notice is given (x) any
Eurodollar Loans requested to be made on the first day of such Interest Period
shall be made as Base Rate Loans, (y) any Loans that were to have been
converted on the first day of such Interest Period to Eurodollar Loans shall be
continued as Base Rate Loans and (z) any affected outstanding Eurodollar Loans
shall be converted, on the first day of such Interest Period, to Base Rate
Loans. Until such notice has been withdrawn by the Agent, no further
Eurodollar Loans shall be made or continued as such, nor shall the Borrower
have the right to convert Loans to Eurodollar Loans.

2.12 Pro Rata Treatment and Payments. (a) Each borrowing by
the Borrower from the Lenders hereunder, each payment by the Borrower on
account of any commitment fee hereunder and any reduction of the Commitments of
the Lenders shall be made pro rata

according to the respective Commitment Percentages of the Lenders. Each
payment (including each prepayment) by the Borrower on account of principal of
and interest on the Loans shall be made pro rata according to the respective
outstanding principal amounts of the Loans then held by the Lenders. All
payments (including prepayments) to be made by the Borrower hereunder, whether
on account of principal, interest, fees or otherwise, shall be made without set
off or counterclaim and shall be made prior to 11:00 A.M. Los Angeles time, on
the due date thereof to the Agent, for the account of the Lenders, at the
Agent's office specified in subsection 9.2, in Dollars and in immediately
available funds. The Agent shall distribute such payments to the Lenders
promptly upon receipt in like funds as received. If any payment hereunder
becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day, and, with respect to payments
of principal, interest thereon shall be payable at the then applicable rate
during such extension.

(b) Unless the Agent shall have been notified in writing by
any Lender prior to a borrowing that such Lender will not make the amount that
would constitute its Commitment Percentage of such borrowing available to the
Agent, the Agent may assume that such Lender is making such amount available to
the Agent, and the Agent may, in reliance upon such assumption, make available
to the Borrower a corresponding amount. If such amount is not made available
to the Agent by the required time on the Borrowing Date therefor, such Lender
shall pay to the Agent, on demand, such amount with interest thereon at a rate
equal to the daily average Federal Funds Rate for the period until such Lender
makes such amount immediately available to the Agent. A certificate of the
Agent submitted to any Lender with respect to any amounts owing under this
subsection shall be conclusive in the absence of manifest error. If such
Lender's Commitment Percentage of such borrowing is not made available to the
Agent by such Lender within three Business Days of such Borrowing Date, the
Agent shall also be entitled to recover such amount with interest thereon,
without duplication of any amounts received by the Agent from such Lender, at
the rate per annum applicable to Base Rate Loans hereunder, on demand, from the
Borrower.

2.13 Illegality. Notwithstanding any other provision herein,
if the adoption of or any change in any Requirement of Law or in the
interpretation or application thereof shall make it unlawful for any Lender to
make or maintain Eurodollar Loans as contemplated by this Agreement, (a) the
commitment of such Lender hereunder to make Eurodollar Loans, continue
Eurodollar Loans as such and convert Base Rate Loans to Eurodollar Loans shall
forthwith be cancelled and (b) such Lender's Loans then outstanding as
Eurodollar Loans, if any, shall be converted automatically to Base Rate Loans
on the respective last days of the then current Interest Periods with respect
to such Loans or within such earlier period as required by law. If any such
conversion of a Eurodollar Loan occurs on a day which is not the last day of
the then current Interest Period with respect thereto, other than as a result
of the gross negligence or willful act of such Lender, the Borrower shall

pay to such Lender such amounts, if any, as may be required pursuant to
subsection 2.16.

2.14 Requirements of Law. (a) If the adoption of or any
change in any Requirement of Law or in the interpretation or application
thereof or compliance by any Lender with any request or directive (whether or
not having the force of law) from any central bank or other Governmental
Authority made subsequent to the date hereof:

(i) shall subject any Lender to any tax of any kind
whatsoever with respect to this Agreement, any Note or any Eurodollar
Loan made by it, or change the basis of taxation of payments to such
Lender in respect thereof (except for Non-Excluded Taxes covered by
subsection 2.15 and changes in the rate of tax on the overall net
income of such Lender);

(ii) shall impose, modify or hold applicable any
reserve, special deposit, compulsory loan or similar requirement
against assets held by, deposits or other liabilities in or for the
account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of such Lender which is not
otherwise included in the determination of the Eurodollar Rate
thereunder; or

(iii) shall impose on such Lender any other condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting
into, continuing or maintaining Eurodollar Loans or to reduce any amount
receivable hereunder in respect thereof, then, in any such case, such Lender
shall notify the Borrower of such increased cost or reduced amount receivable
and describe in reasonable detail the basis for such notification, and the
Borrower shall promptly pay such Lender such additional amount or amounts as
will compensate such Lender for such increased cost or reduced amount
receivable.

(b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any Governmental
Authority made subsequent to the date hereof shall have the effect of reducing
the rate of return on such Lender's or such corporation'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 or
compliance (taking into consideration such Lender's or such corporation's
policies with respect to capital adequacy) by an amount deemed by such Lender
to be material, then from time to time, the Borrower shall promptly pay to such
Lender such additional amount or amounts as will compensate such Lender for
such reduction.

(c) If any Lender becomes entitled to claim any additional
amounts pursuant to this subsection, it shall promptly notify the Borrower
(with a copy to the Agent) of the event by reason of which it has become so
entitled. A certificate as to any additional amounts payable pursuant to this
subsection submitted by such Lender to the Borrower (with a copy to the Agent)
shall be conclusive in the absence of manifest error. The agreements in this
subsection shall survive the termination of this Agreement and the payment of
the Loans and all other amounts payable hereunder.

(d) In the event any Lender delivers a certificate requesting
compensation pursuant to this subsection 2.14, the Borrower may, at its sole
expense and effort, upon notice to such Lender and the Agent, require such
Lender to transfer and assign, without recourse (in accordance with and subject
to the restrictions contained in subsection 9.6), all of its interests, rights
and obligations under this Agreement to an assignee which shall assume such
assigned obligations (which assignee may be another Lender, if a Lender accepts
such assignment); provided, however, that (x) such assignment shall not
conflict with any law, rule or regulation or order of any court or other
Governmental Authority having jurisdiction, (y) the Borrower shall have
received the prior written consent to such assignment of the Agent, which
consent shall not unreasonably be withheld, and (z) the Borrower or such
assignee shall have paid to the affected Lender in immediately available funds
an amount equal to the sum of the principal of the outstanding Loans of such
Lender plus all interest, fees and other amounts accrued and unpaid for the
account of such Lender hereunder (including any amounts under this subsection
2.14); provided, further, that if prior to any such transfer and assignment the
circumstances or event that resulted in such Lender's claim for compensation
under this subsection 2.14 cease to cause such Lender to suffer increased costs
or reductions in amounts received or receivable or reduction in return on
capital (including as a result of any action taken by such Lender pursuant to
subsection 2.17), or if, within twenty days after the Borrower shall have
notified such Lender of its election to exercise its rights pursuant to this
subsection, such Lender shall waive its right to claim further compensation
under this subsection 2.14 in respect of such circumstances or event, then such
Lender shall not thereafter be required to make any such transfer and
assignment hereunder.

2.15 Taxes. (a) All payments made by the Borrower under
this Agreement and any Notes shall be made free and clear of, and without
deduction or withholding for or on account of, any present or future income,
stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed
by any Governmental Authority, excluding net income taxes and franchise taxes
(imposed in lieu of net income taxes) imposed on the Agent or any Lender as a
result of a present or former connection between the Agent or such Lender and
the jurisdiction of the Governmental Authority imposing such tax or any
political subdivision or taxing authority thereof or therein (other than any
such connection arising solely from the Agent or such Lender having executed,

delivered or performed its obligations or received a payment under, or
enforced, this Agreement or any Note). If any such non-excluded taxes, levies,
imposts, duties, charges, fees deductions or withholdings ("Non-Excluded
Taxes") are required to be withheld from any amounts payable to the Agent or
any Lender hereunder or under any Note, the amounts so payable to the Agent or
such Lender shall be increased to the extent necessary to yield to the Agent or
such Lender (after payment of all Non-Excluded Taxes) interest or any such
other amounts payable hereunder at the rates or in the amounts specified in
this Agreement, provided, however, that the Borrower shall not be required to
increase any such amounts payable to any Lender that is not organized under the
laws of the United States of America or a state thereof if such Lender fails to
comply with the requirements of paragraph (b) of this subsection. Whenever any
Non-Excluded Taxes are payable by the Borrower, as promptly as possible
thereafter the Borrower shall send to the Agent for its own account or for the
account of such Lender, as the case may be, a certified copy of an original
official receipt received by the Borrower showing payment thereof. If the
Borrower fails to pay any Non-Excluded Taxes when due to the appropriate taxing
authority or fails to remit to the Agent the required receipts or other
required documentary evidence, the Borrower shall indemnify the Agent and the
Lenders for any incremental taxes, interest or penalties that may become
payable by the Agent or any Lender as a result of any such failure. The
agreements in this subsection shall survive the termination of this Agreement
and the payment of the Loans and all other amounts payable hereunder.

(b) Each Lender that is not incorporated under the laws of
the United States of America or a state thereof shall:

(i) deliver to the Borrower and the Agent (A) two duly
completed copies of United States Internal Revenue Service Form 1001
or 4224, or successor applicable form, as the case may be, and (B) an
Internal Revenue Service Form W-8 or W-9, or successor applicable
form, as the case may be;

(ii) deliver to the Borrower and the Agent two further
copies of any such form or certification on or before the date that
any such form or certification expires or becomes obsolete and after
the occurrence of any event requiring a change in the most recent form
previously delivered by it to the Borrower; and

(iii) obtain such extensions of time for filing and
complete such forms or certifications as may reasonably be requested
by the Borrower or the Agent;

unless in any such case an event (including, without limitation, any change in
treaty, law or regulation) has occurred prior to the date on which any such
delivery would otherwise be required which renders all such forms inapplicable
or which would prevent such Lender from duly completing and delivering any such
form with respect to it and such Lender so advises the Borrower and the Agent.
Such Lender shall certify (i) in the case of a Form 1001 or

4224, that it is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes and (ii) in
the case of a Form W-8 or W-9, that it is entitled to an exemption from United
States backup withholding tax. Each Person that shall become a Lender or a
Participant pursuant to subsection 9.6 shall, upon the effectiveness of the
related transfer, be required to provide all of the forms and statements
required pursuant to this subsection, provided that in the case of a
Participant such Participant shall furnish all such required forms and
statements to the Lender from which the related participation shall have been
purchased.

2.16 Indemnity. The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss or expense which such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a
borrowing of, conversion into or continuation of Eurodollar Loans after the
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any
prepayment after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (c) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto. Such indemnification may include an amount equal to the excess, if
any, of (i) the amount of interest which would have accrued on the amount so
prepaid, or not so borrowed, converted or continued, for the period from the
date of such prepayment or of such failure to borrow, convert or continue to
the last day of such Interest Period (or, in the case of a failure to borrow,
convert or continue, the Interest Period that would have commenced on the date
of such failure) in each case at the applicable rate of interest for such Loans
provided for herein (excluding, however, the Applicable Margin included
therein, if any) over (ii) the amount of interest (as reasonably determined by
such Lender) which would have accrued to such Lender on such amount by placing
such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market. This covenant shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder.

2.17 Change of Lending Office. Each Lender agrees that if it
makes any demand for payment under subsection 2.14 or 2.15(a), or if any
adoption or change of the type described in subsection 2.13 shall occur with
respect to it, it will use reasonable efforts (consistent with its internal
policy and legal and regulatory restrictions and so long as such efforts would
not be disadvantageous to it, as determined in its sole discretion) to
designate a different lending office if the making of such a designation would
reduce or obviate the need for the Borrower to make payments under subsection
2.14 or 2.15(a), or would eliminate or reduce the effect of any adoption or
change described in subsection 2.13.

2.18 Further Assurances Regarding Security; Additional
Security. (a) The Borrower shall, and shall cause each of its

Subsidiaries to, from time to time, execute and deliver to the Agent on behalf
of the Lenders, such additional Security Documents, statements, documents,
agreements and reports as it may from time to time reasonably request to
evidence, perfect or otherwise implement or assure the security for repayment
of the Obligations. With respect to the Lenders' insurance policies, upon the
Agent's reasonable request, the Borrower shall arrange for co-insurance and/or
reinsurance, with companies and in amounts satisfactory to the Agent. All
reinsurance policies shall include direct access agreements acceptable to the
Agent.

(b) Notwithstanding anything herein to the contrary, to the
extent this Agreement or any other Loan Document purports to require any Loan
Party to grant to the Agent, on behalf of Lenders, a security interest in the
FCC Licenses of any Loan Party now owned or hereafter acquired, as the case may
be, the Agent, on behalf of Lenders, shall only have a security interest in
such FCC Licenses at such times and to the extent that a security interest in
such licenses is permitted under applicable law. Notwithstanding anything to
the contrary set forth herein, the Agent, on behalf of Lenders, agrees that to
the extent prior FCC approval is required pursuant to the Communications Act
for (a) the operation and effectiveness of any grant, right or remedy hereunder
or under the Security Agreements or (b) taking any action that may be taken by
the Agent hereunder or under the Security Agreements, such grant, right, remedy
or actions will be subject to such prior FCC approval having been obtained by
or in favor of the Agent, on behalf of Lenders. The Borrower agrees that, upon
an Event of Default and at the Agent's request, the Borrower will, and will
cause its Subsidiaries to, immediately file, or cause to be filed, such
applications for approval and shall take all other and further actions
reasonably required by the Agent, on behalf of Lenders, to obtain such FCC
approvals or consents as are necessary to transfer ownership and control to the
Agent, on behalf of Lenders, or their successors, assigns or designees of the
FCC Licenses held by the Borrower, its License Subsidiaries or any of its other
Subsidiaries. To enforce the provisions of this subsection, the Agent is
empowered to request the appointment of a receiver from any court of competent
jurisdiction. Such receiver shall be instructed to seek from the FCC an
involuntary transfer of control of any such FCC License for the purpose of
seeking a bona fide purchaser to whom control will ultimately be transferred.
The Borrower hereby agrees to authorize, and to cause each of its Subsidiaries
to authorize, such an involuntary transfer of control upon the request of the
receiver so appointed, and, if the Borrower shall refuse to authorize or cause
any of its Subsidiaries to so authorize the transfer, its approval may be
required by the court. Upon the occurrence and continuance of an Event of
Default, and the request of the Agent, the Borrower shall further use its best
efforts to assist in obtaining approval of the FCC, if required, for any action
or transactions contemplated by this Agreement or the other Loan Documents,
including, without limitation, the preparation, execution and filing with the
FCC of the assignor's or transferor's portion of any application or
applications for consent to the assignment of any FCC License or transfer of
control

necessary or appropriate under the FCC's rules and regulations for approval of
the transfer or assignment of any portion of the Collateral, together with any
FCC License or other authorization.

(c) The Borrower acknowledges that the assignment or transfer of such
FCC Licenses is integral to the Lenders' realization of the value of the
Collateral, that there is no adequate remedy at law for failure by the Borrower
to comply with the provisions of this subsection and that such failure would
not be adequately compensable in damages, and therefore agrees that the
agreements contained in this subsection may be specifically enforced.

(d) Notwithstanding anything to the contrary contained in this
Agreement or any other Loan Document, neither the Agent nor any Lender shall,
without first obtaining the approval of the FCC, take any action pursuant to
this Agreement or any other Loan Document which would constitute or result in
any assignment of an FCC License or any change of control of the Borrower or
any of its Subsidiaries if such assignment or change in control would require,
under then existing law (including the written rules and regulations
promulgated by the FCC), the prior approval of the FCC.

(e) At any time or from time to time upon the reasonable request of
the Agent, the Borrower shall, and shall cause each of its Subsidiaries to,
execute and deliver such further documents (including without limitation such
financing statements, continuation statements or amendments thereto and such
other documents and certificates as the Agent may reasonably request to perfect
and preserve the security interests granted or purported to be granted under
any of the Security Documents) and do such other acts and things as the Agent
may reasonably request to effect fully the purposes of this Agreement and the
other Loan Documents and to provide for payment of the Obligations in
accordance with the terms of this Agreement and the other Loan Documents.
Without limiting any of the foregoing, in the event a Person becomes a
Subsidiary of the Borrower after the Closing Date, the Borrower shall cause
such Subsidiary to execute and deliver such guarantees, Security Documents and
such other agreements, pledges, assignments, documents and certificates
(including, without limitation, any amendments to the Loan Documents) as the
Agent may reasonably request and do such other acts and things as the Agent may
reasonably request to have such Subsidiary guaranty the Obligations, grant,
subject to the limitation set forth in subsection 2.18(b), to the Agent on
behalf of Lenders, a duly perfected first priority Lien (subject to Liens
permitted hereunder) on all real, personal and mixed property (in each case, if
so requested by the Agent) of such Subsidiary, and effect fully the purposes of
this Agreement and the other Loan Documents and to provide for payment of the
Obligations in accordance with the terms of this Agreement and the other Loan
Documents. Without limiting the generality of the foregoing, in the event the
Borrower forms or otherwise acquires a Subsidiary after the Closing Date, the
Borrower shall (i) execute and deliver to the Agent a pledge agreement
substantially in the form attached hereto as Exhibit B and (ii) cause such
Subsidiary to execute and deliver a guarantee

substantially in the form attached hereto as Exhibit E, a pledge agreement
substantially in the form attached hereto as Exhibit E and a security agreement
in the form of Exhibit F.

SECTION 3. REPRESENTATIONS AND WARRANTIES

To induce the Agent and the Lenders to enter into this
Agreement and to make the Loans, the Borrower hereby represents and warrants to
the Agent and each Lender that:

3.1 Organization, Powers, Good Standing and Business

(a) Organization and Powers. Each Loan Party is a
corporation or limited partnership, as the case may be, duly formed and validly
existing under the laws of the jurisdiction of its organization. Each Loan
Party has all requisite corporate or partnership, as the case may be, power and
authority to own and operate its properties, to carry on its business as now
conducted and proposed to be conducted, and each Loan Party has all requisite
corporate or partnership, as the case may be, power and authority to enter into
the Related Documents and the Loan Documents, to carry out the transactions
contemplated thereby and to issue the Notes, in each case to the extent it is a
party thereto.

(b) Good Standing. Each Loan Party is in good standing in
every jurisdiction where its assets are located and wherever necessary to carry
out its present business and operations, except where the failure to be so
qualified has not had and could not reasonably be expected to have a Material
Adverse Effect.

(c) Conduct of Business. The Loan Parties are engaged only
in the businesses permitted to be engaged in under subsection 6.13 and are
conducting their businesses in accordance with the provisions of subsection
6.13. Each Loan Party holds all licenses, permits, franchises, leases,
certificates of authority, or any waivers of the foregoing that are necessary
to permit each of them to conduct their respective businesses as now conducted
and to hold and operate their respective properties, except where the failure
to have such licenses, permits, franchises, leases and certificates of
authority, or waivers of any of the foregoing, could not reasonably be expected
to have a Material Adverse Effect. All such licenses, permits, franchises,
leases, certificates of authority and waivers are valid and in full force and
effect, except where the failure to be in full force and effect of such
licenses, permits, franchises, leases, certificates of authority and waivers
could not reasonably be expected to have a Material Adverse Effect.

(d) Ownership and Subsidiaries. All of the issued and
outstanding capital stock of each of the other Loan Parties is held directly or
indirectly by the Borrower. The ownership of each of the Loan Parties and each
of the Subsidiaries of each of the Loan Parties is specified correctly and
completely on Schedule 3.1(d) annexed hereto. None of the capital stock or
partnership or other

equity interests of the Persons identified on Schedule 3.1(d) annexed hereto is
Margin Stock, except as specified on such Schedule. Each of the Subsidiaries
of the Loan Parties identified on Schedule 3.1(d) annexed hereto is validly
existing and in good standing under the laws of its respective jurisdiction of
incorporation or organization, as the case may be, and has full corporate or
partnership, as the case may be, power and authority to own its assets and
properties and to operate its business as presently owned and conducted except
where failure to be in good standing or a lack of corporate or partnership, as
the case may be, power and authority, has not had and could not reasonably be
expected to have a Material Adverse Effect.

(e) FCC Matters.

(i) Schedule 3.1(e) correctly sets forth all of the FCC
Licenses (other than auxiliary service licenses and receive only earth
stations) owned or held by any Subsidiary of the Borrower or their
respective Affiliates as of the Closing Date or, upon consummation of
any Preapproved Acquisition or Permitted Purchase, to be held by each
Loan Party and correctly sets forth the termination date, if any, of
each such FCC License. Each FCC License was duly and validly issued
by the FCC pursuant to procedures which comply with all requirements
of applicable law, and neither the Borrower nor any other Loan Party
has any knowledge of the occurrence of any event or the existence of
any circumstance which, in the reasonable judgment of the Borrower or
any other Loan Party, is likely to lead to the revocation or
suspension of any FCC License. The Loan Parties have the right to use
all FCC Licenses required in the ordinary course of business for the
operation of the Broadcast Stations. Each such FCC License is in full
force and effect, and each holder thereof is in substantial compliance
therewith with no known conflict with the valid rights of others which
could reasonably be expected to have a Material Adverse Effect. No
event has occurred which permits, or after notice or lapse of time or
both would permit, the revocation, termination, modification or
restriction of any such FCC License or other right which could
reasonably be expected to have a Material Adverse Effect. The
Borrower does not directly own or hold any FCC License.

(ii) The Loan Parties have duly filed in a timely manner
all material filings which are required to be filed by the Loan
Parties under the Communications Act and are in all material respects
in substantial compliance with the Communications Act, including,
without limitation, the rules and regulations of the FCC relating to
the broadcast of radio and television signals or the operation of the
Broadcast Stations.

(iii) None of the Facilities (including without
limitation, the transmitter and tower sites owned or used by the
Borrower or any of its Subsidiaries) violate 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 (except as set forth in Schedule
3.1(f)) special use permits materially affecting any of the Facilities
or the uses thereof.

(iv) The Ownership Report filed by the Borrower is true,
correct and complete in all material respects, and there has been no
change in control of the ownership of the Loan Parties or the FCC
Licenses of the Loan Parties since the most recently filed Ownership
Report for any of the Loan Parties other than as disclosed in writing
to the Agent and the Lenders.

(f) Real Property. Schedule 3.1(f) accurately states all
material real property interests held by the Loan Parties.

3.2 Authorization of Borrowing, etc.

(a) Authorization of Borrowing. The execution, delivery and
performance of the Loan Documents and the Related Documents and the issuance,
delivery and payment of the Notes have been duly authorized by all necessary
corporate or partnership, as the case may be, action by each Loan Party a party
thereto except, in the case of any Related Document, the failure of which could
not result in a Material Adverse Effect.

(b) No Conflict. The execution, delivery and performance by
each Loan Party of the Loan Documents and the Related Documents, the issuance,
delivery and performance of the Notes and any other transaction contemplated by
the Loan Documents or the Related Documents do not and will not (i) violate any
provision of law applicable to any Loan Party, the Certificate of
Incorporation, Bylaws, Partnership Agreement or other organizational documents
of any Loan Party or any order, judgment or decree of any court or other agency
of government binding on any 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
material Contractual Obligation of any Loan Party, (iii) result in or require
the creation or imposition of any material Lien upon any of the properties or
assets of any Loan Party (other than Liens hereunder in favor of the Agent on
behalf of the Lenders) or (iv) require any approval of stockholders or other
equity holders or any approval or consent of any Person under any Contractual
Obligation of any Loan Party, except for such approval or consents which have
been obtained by the Borrower or its Subsidiaries.

(c) Governmental Consents. The execution, delivery and
performance by each Loan Party of the Loan Documents and the Related Documents
to which it is a party, the issuance, delivery and performance of the Notes and
any other transactions contemplated by the Loan Documents or the Related
Documents, do not

and will not require any registration with, consent or approval of, or notice
to, or other action to, with or by, any federal, state or other governmental
authority or regulatory body including, without limitation, the FCC and any
issuer of any permit or grant of authority relating to the Broadcast Stations,
except for filings required in connection with the perfection of the security
interests granted pursuant to the Loan Documents, the consent, if any, required
from the FCC in connection with the consummation or enforcement of the Loan
Documents and the Related Documents in each case to the extent such
consummation or enforcement involves the assignment of any FCC License or may
be deemed a "change of control" under the Communications Act, filings required
with the FCC in connection with any License Subsidiary transfer and the filing
with the FCC, for notice purposes only, of this Agreement and any of the other
Loan Documents and the Related Documents required to be filed, filings pursuant
to the Xxxx-Xxxxx-Xxxxxx Act in connection with any Preapproved Acquisition or
Permitted Purchase and, with respect to Related Documents, any registration
with, consent or approval of, or notice to, or other action to, the failure of
which to make or obtain could not reasonably be expected to have a Material
Adverse effect.

(d) Binding Obligation. Each of the Loan Documents and the
Related Documents has been duly executed and delivered by each Loan Party which
is a party thereto, and is the legally valid and binding obligation of such
Loan Party, enforceable against such Loan Party 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 and subject to the availability of equitable remedies.

3.3 Financial Condition. The Borrower has heretofore
delivered to the Lenders, at the Lenders' request, the Financial Statements.
All such statements were prepared in conformity with GAAP and, together with
the accompanying notes thereto, if any, fairly present the financial position
(where applicable on a consolidated basis) of the entities described in such
financial statements as at the respective dates thereof and the results of
operations and changes in financial position (where applicable on a
consolidated basis) of the entities described therein for each of the periods
then ended (subject to, in the case of unaudited financial statements, normal
year-end adjustments). The Borrower has no (and will not following the funding
of the Loans have) material Contingent Obligation, contingent liability or
liability for taxes, long-term lease or unusual forward or long-term commitment
that is not (or will not be, upon the delivery thereof) reflected in the
foregoing financial statements or the notes thereto or in the annual financial
statements required to be delivered pursuant to subsection 5.1(b)(iii).

3.4 No Material Adverse Change; No Restricted Payments.
Since December 31, 1994, no event or change has occurred that has caused or
evidences, either individually or in the aggregate, a Material Adverse Effect
other than as set forth in Schedule 3.4 annexed hereto. Since December 31,
1994, the Borrower has not

directly or indirectly declared, ordered, paid or made or set apart any sum or
property for any Restricted Payment or agreed so to do, except as permitted by
subsection 6.6 or as set forth in Schedule 3.4 annexed hereto.

3.5 Title To Properties; Liens. Each Loan Party holds (i)
good, marketable and insurable fee simple title, subject to Liens permitted by
subsection 6.3, to all its real property, (ii) good, sufficient, insurable and
valid leasehold title, subject to Liens permitted by subsection 6.3, to its
respective leased real property and (iii) good, sufficient and legal title,
subject to Liens permitted by subsection 6.3, to all of its material properties
and assets (other than as described in clauses (i) and (ii) of this sentence)
reflected in the balance sheet included with the Financial Statements referred
to in subsection 3.3 or in the most recent financial statements delivered
pursuant to subsection 5.1(b) of this Agreement, except for assets acquired or
disposed of since the date of such financial statements. Except as permitted
by subsection 6.3, all such properties and assets are free and clear of Liens.

3.6 Litigation; Adverse Facts. Except as set forth on
Schedule 3.6, there is no action, suit, proceeding, governmental arbitration or
governmental investigation (whether or not purportedly on behalf of any Loan
Party) at law or in equity or before or by any federal, state, municipal or
other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign, including, without limitation, the FCC,
pending or, to the knowledge of the Borrower, threatened against or affecting
any Loan Party or any property of any Loan Party (but, in any event, excluding
suits or proceedings affecting the broadcasting industry generally) that has
had, or could reasonably be expected to result in any Material Adverse Effect.
Neither the Borrower nor any of its Subsidiaries has received any notice of
termination of any material contract, lease or other agreement, or suffered any
material damage, destruction or loss, (whether or not covered by insurance) or
had any employee strike, work-stoppage, slow-down or lock-out or any
substantial threat directed to it of any imminent strike, work-stoppage,
slow-down or lock-out, any of which remain pending and are material to the
conduct of the Borrower or its Subsidiaries' business as presently conducted
that could reasonably be expected to result in a Material Adverse Effect.

3.7 Payment of Taxes. Except to the extent permitted by
subsection 5.3, all tax returns and reports of the Borrower and its
Subsidiaries required to be filed by it or on its behalf have been timely
filed, and all taxes, assessments, fees and other governmental charges upon
such Persons and upon their respective properties, assets, income and
franchises which are due and payable have been paid when due and payable. The
Borrower does not know of any proposed tax assessment against any such Person
which is not being actively contested by such Person, in good faith and by
appropriate proceedings; provided that such reserves or other

appropriate provisions, if any, as shall be required in conformity with GAAP
shall have been made or provided therefor.

3.8 Performance of Agreements. (a) No Loan Party is in
default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any of its Contractual
Obligations, and no condition exists that, with the giving of notice or the
lapse of time or both, would constitute such a default, except, in each case,
where the consequences, direct or indirect, of such default or defaults, if
any, could not have a Material Adverse Effect.

(b) No Loan Party is a party or subject to any agreement or
instrument which has or could reasonably be expected to have, individually or
the aggregate, a Material Adverse Effect.

3.9 Governmental Regulation. No Loan Party is subject to
regulation under the Public Utility Company Act of 1935, the Federal Power Act
or the Investment Company Act of 1940 or to any federal or state statute or
regulation limiting its ability to incur Indebtedness.

3.10 Securities Activities. Neither any Loan Party nor any
of their respective Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.

3.11 Employee Benefit Plans. (a) The Borrower and each
ERISA Affiliate is in substantial compliance with all provisions and
requirements of ERISA with respect to each Employee Benefit Plan, and have
substantially performed all their obligations under each Employee Benefit Plan.
There are no actions, suits or claims (other than routine claims for benefits)
pending or threatened against any Employee Benefit Plan or its assets, and, to
the best knowledge of the Borrower, no facts exist which could give rise to any
such actions, suits or claims.

(b) Within the period of five years ending on the Closing
Date, no ERISA Event has occurred, and there is no unpaid liability of the
Borrower or any ERISA Affiliate that arose in connection with any ERISA Event
that occurred prior to that five-year period. As of the Closing Date, no ERISA
Event is reasonably expected to occur with respect to any Employee Benefit
Plan.

(c) Except to the extent required under Section 4980B of the
Code, no Employee Benefit Plan provides health or welfare benefits (through the
purchase of insurance or otherwise) for any retired or former employees of the
Borrower or any ERISA Affiliate.

(d) As of the most recent valuation date for any Pension
Plan, the excess of the actuarial present value (determined on the basis of
reasonable assumptions employed by the independent actuary for such Pension
Plan) of the benefit liabilities (as defined in Section 4001(a)(16) of ERISA),
whether or not vested, over the fair

market value of the assets of such Pension Plan, individually or in the
aggregate for all Pension Plans (excluding for purposes of such computation any
Pension Plans with respect to which there is no such excess), does not exceed
$500,000.

3.12 Certain Fees. No broker's or finder's fee or commission
will be payable by the Borrower or any of its Subsidiaries (or to the best
knowledge of the Borrower, by any other Person), other than to Communication
Equity Associates, Inc., with respect to the making of the Loans, or any of the
other transactions contemplated hereby (except that with respect to any
Preapproved Acquisition or Permitted Purchase the Borrower has or will inform
the Lenders of any such fees or commissions), and the Borrower hereby
indemnifies the Lenders against and agree that they will hold the Lenders
harmless from any claim, demand or liability for broker's or finder's fees
(other than any broker's or finder's fee of any broker or finder retained by
the Agent or the Lenders) alleged to have been incurred in connection with any
such offer, issuance and sale, or any of the other transactions contemplated
hereby or by the Related Documents and any expenses, including legal fees,
arising in connection with any such claim, demand or liability.

3.13 Environmental. Except as set forth in Schedule 3.13:

(i) the operations of the Borrower and its Subsidiaries
(including, without limitation, all operations and conditions at or in
the Facilities) comply, and for the period within any applicable
statute of limitations have complied, in all material respects with
all Environmental Laws;

(ii) the Borrower and each of its Subsidiaries has
obtained all permits under Environmental Laws necessary to their
respective operations, and all such permits are in good standing, and
the Borrower and each of its Subsidiaries is in compliance with all
material terms and conditions of such permits;

(iii) neither the Borrower nor any of its Subsidiaries
has received (a) any notice or claim to the effect that it is or may
be liable to any Person as a result of the Release or threatened
Release of any Hazardous Materials or (b) any letter or request for
information under Section 104 of the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or
comparable state laws, and to the best of the Borrower's knowledge,
none of the operations of the Borrower or any of its Subsidiaries is
the subject of any federal or state investigation evaluating whether
any further investigation or remedial action is needed to respond to a
Release or threatened Release of any Hazardous Material at any
Facility or at any other location;

(iv) none of the operations of the Borrower or any of
its Subsidiaries is subject to any judicial, administrative, or
arbitral proceeding alleging the violation of or liability under any
Environmental Laws which if adversely determined could reasonably be
expected to have a Material Adverse Effect;

(v) the Borrower and each of its Subsidiaries and all
of their Facilities or operations are not subject to any outstanding
written order or agreement with any governmental authority or private
party relating to (a) any Environmental Laws or (b) any Environmental
Claims that in each case could reasonably be expected to have a
Material Adverse Effect;

(vi) to the best knowledge of each Loan Party, neither
the Borrower nor any of its Subsidiaries has any contingent liability
in connection with any Release of any Hazardous Materials by the
Borrower or any Subsidiaries of the Borrower that could reasonably be
expected to have a Material Adverse Effect;

(vii) neither the Borrower nor any of its Subsidiaries
or, to the best of the Borrower's knowledge, any predecessor of the
Borrower or any Subsidiaries of the Borrower has filed any notice
under any Environmental Law indicating past or present treatment or
disposal of Hazardous Materials at any Facility, and none of the
Borrower's or any of its Subsidiary's operations involves the
generation, transportation, treatment, storage or disposal of
hazardous waste, as defined under 40 C.F.R. Parts 260-270 or any state
equivalent in material violation of any such law;

(viii) to the best knowledge of each Loan Party, no
Hazardous Material exists on, under or about any Facility in a manner
that could give rise to an Environmental Claim having a Material
Adverse Effect, and neither the Borrower nor any Subsidiary of the
Borrower has filed any notice or report of a Release of any Hazardous
Materials that could reasonably be expected to give rise to an
Environmental Claim having a Material Adverse Effect;

(ix) to the best knowledge of each Loan Party, neither
the Borrower nor any Subsidiary of the Borrower (or any of their
predecessors) has disposed of any Hazardous Materials in a manner that
could reasonably be expected to give rise to an Environmental Claim
having a Material Adverse Effect;

(x) no underground storage tanks or surface
impoundments are on or at the Facilities, other than those that could
not reasonably be expected to give rise to an Environmental Claim
having a Material Adverse Effect;

(xi) no Lien in favor of any Person for (a) any
liability under Environmental Laws, or (b) damages arising

from or costs incurred by such Person in response to a Release has
been filed or has been attached to the Facilities;

(xii) there is no radio frequency radiation,
electromagnetic field or similar condition of or about any property
owned, operated, or otherwise used by any Loan Party that could
reasonably be expected to give rise to a Material Adverse Effect; and

(xiii) none of the matters referred to on Schedule 3.13,
individually or in the aggregate, is reasonably expected to give rise
to a Material Adverse Effect.

3.14 Solvency. Each Loan Party is, and on and after the
consummation of the transactions contemplated hereby will be, Solvent.

3.15 Related Documents. As of the Closing Date and with
respect to any Related Documents executed and delivered on any Borrowing Date,
as of such Borrowing Date, the Related Documents have been duly authorized,
executed and delivered by each Loan Party and their respective Subsidiaries, to
the extent each is a party thereto, and are in full force and effect and no
material term or condition thereof has been amended or modified in any respect
that could reasonably be expected to have a Material Adverse Effect, without
the consent of the Agent and the Required Lenders. The Borrower has delivered
or offered to deliver to the Lenders complete and correct copies of the Related
Documents and of all exhibits and schedules delivered to or by any Loan Party
or their respective Subsidiaries in connection with Related Documents.

3.16 Insurance. The Borrower and its Subsidiaries maintain,
with financially sound and reputable insurers, insurance with respect to its
properties and business and the properties and business of its Subsidiaries,
against loss or damage of the kinds customarily insured against by entities of
established reputation engaged in the same or similar business of such types
and in such amounts as are customarily carried under similar circumstances by
such other entities. Schedule 3.16 is a complete and accurate description of
all policies of insurance that will be in effect as of the Closing Date for the
Borrower and its Subsidiaries.

3.17 Intellectual Property. (a) The Borrower and its
Subsidiaries own, or are licensed to use, the Intellectual Property and all
such Intellectual Property is, in all material respects, fully protected and
duly and properly registered, filed or issued in the appropriate office and
jurisdictions for such registrations, filing or issuances.

(b) Except as disclosed on Schedule 3.17(b), (i) no material
claim has been asserted by any Person with respect to the use of any such
Intellectual Property, or challenging or questioning the validity or
effectiveness of any such Intellectual Property; (ii) to the best of the
Borrower's knowledge, the use of such Intellectual Property by the Borrower or
any of its

Subsidiaries does not infringe on the rights of any Person, subject to such
claims and infringements as do not, in the aggregate, give rise to any
liabilities on the part of the Borrower or any of its Subsidiaries that are
material to the Borrower or any of its Subsidiaries; and (iii) the consummation
of the transactions contemplated by this Agreement will not in any material
manner or to any material extent impair the ownership of (or the license to
use, as the case may be) any of such Intellectual Property by the Borrower or
any of its Subsidiaries.

3.18 Disclosure. No representation or warranty of any Loan
Party contained in any Loan Document or Related Document or any other document,
certificate or written statement furnished to the Lenders by or on behalf of
any Loan Party for use in connection with the transactions contemplated by this
Agreement (including any Preapproved Acquisition or Permitted Purchase)
contains any untrue statement of a material fact or omits to state a material
fact (known to the Borrower in the case of any document not furnished by it)
necessary in order to make the statements contained herein or therein not
misleading in light of the circumstances in which the same were made. The
projections and pro forma financial information contained in such materials are
based upon good faith estimates and assumptions believed by the Borrower to be
reasonable at the time made, it being recognized by the Lenders that such
projections as to future events are not to be viewed as facts and that actual
results during the period or periods covered by any such projections may differ
from the projected results. There is no fact known (or which should upon the
reasonable exercise of diligence be known) to the Borrower (other than matters
of a general economic nature or relating to the broadcasting industry
generally) that has had or could reasonably be expected to have a Material
Adverse Effect and that has not been disclosed herein or in such other
documents, certificates and statements furnished to the Lenders for use in
connection with the transactions contemplated hereby.

3.19 Security Documents. (a) Each of the Pledge Agreements
is effective to create in favor of the Agent, for the benefit of the Lenders, a
legal, valid and enforceable security interest in the Pledged Securities
described therein and proceeds thereof and, when the Pledged Notes described
therein and stock certificates representing the Pledged Stock described therein
are delivered to the Agent, each such Pledge Agreement shall constitute a fully
perfected first priority Lien on, and security interest in, all right, title
and interest of the relevant Loan Party in such Pledged Securities and the
proceeds thereof, as security for the Obligations (as defined in the relevant
Pledge Agreement), in each case prior and superior in right to any other
Person.

(b) Each of the Security Agreements is effective to create in
favor of the Agent, for the benefit of the Lenders, a legal, valid and
enforceable security interest in the Collateral described therein and proceeds
thereof, and when financing statements in appropriate form are filed in the
offices specified on Schedule 3.19(b), each such Security Agreement shall
constitute

a fully perfected Lien on, and security interest in, all right, title and
interest of the Loan Parties in such Collateral and the proceeds thereof, to
the extent permitted under the Communications Act, as security for the
Obligations (as defined in the relevant Security Agreement), in each case prior
and superior in right to any other Person, other than with respect to Liens
expressly permitted by subsection 6.3.

3.20 Purposes of Loans. The proceeds of the Loans may be
used by the Borrower to make Preapproved Acquisitions and Permitted Purchases,
and not more than $10,000,000 of the Loans at any time outstanding may be used
for working capital (excluding Acquisition Capital Expenditures) and other
general corporate purposes, including the payment of fees and expenses incurred
in connection with the execution and delivery of this Agreement.

SECTION 4. CONDITIONS PRECEDENT

4.1 Conditions to Initial Loans. The agreement of each
Lender to make the initial Loan requested to be made by it is subject to the
satisfaction, immediately prior to or concurrently with the Closing Date (and,
in any event, on or prior to December 28, 1995), of the following conditions
precedent:

(a) Loan Documents. The Agent shall have received (i) this
Agreement, executed and delivered by a duly authorized officer of the
Borrower, with a counterpart for each Lender, (ii) each of the Pledge
Agreements, each executed and delivered by a duly authorized officer
of the parties thereto, with a counterpart or a conformed copy for
each Lender, (iii) the Subsidiaries Guarantee, executed and delivered
by a duly authorized officer of the parties thereto, with a
counterpart or a conformed copy for each Lender, (iv) the Security
Agreements, executed and delivered by a duly authorized officer of the
parties thereto, with a counterpart or a conformed copy for each
Lender and (v) for the account of each relevant Lender, Notes
conforming to the requirements hereof and executed and delivered by a
duly authorized officer of the Borrower.

(b) Related Agreements. The Agent shall have received, with
a copy for each Lender, true and correct copies, certified as to
authenticity by the Borrower, of the LMA Agreements, the Purchase
Agreements (to the extent requested by the Agent), the Indenture for
the Senior Subordinated Notes and such other documents or instruments
as may be reasonably requested by the Agent, including, without
limitation, a copy of any debt instrument, security agreement or other
material contract to which the Borrower or its Subsidiaries may be a
party.

(c) Borrowing Certificate. The Agent shall have received,
with a counterpart for each Lender, a certificate of each Loan Party,
dated the Closing Date, substantially in the

form of Exhibit G, with appropriate insertions and attachments,
satisfactory in form and substance to the Agent, executed by the
President or any Vice President and the Secretary or any Assistant
Secretary of the Borrower.

(d) Corporate Proceedings of the Borrower. The Agent shall
have received, with a counterpart for each Lender, a copy of the
resolutions, in form and substance satisfactory to the Agent, of the
Board of Directors of the Borrower authorizing (i) the execution,
delivery and performance of this Agreement and the other Loan
Documents to which it is a party, (ii) the borrowings contemplated
hereunder and (iii) the granting by it of the Liens created pursuant
to the Borrower Security Documents, certified by the Secretary or an
Assistant Secretary of the Borrower as of the Closing Date, which
certificate shall be in form and substance satisfactory to the Agent
and its counsel and shall state that the resolutions thereby certified
have not been amended, modified, revoked or rescinded.

(e) Borrower Incumbency Certificate. The Agent shall have
received, with a counterpart for each Lender, a Certificate of the
Borrower, dated the Closing Date, as to the incumbency and signature
of the officers of the Borrower executing any Loan Document
satisfactory in form and substance to the Agent, executed by the
President or any Vice President and the Secretary or any Assistant
Secretary of the Borrower.

(f) Organizational Proceedings of Subsidiaries. The Agent
shall have received, with a counterpart for each Lender, a copy of the
resolutions, in form and substance satisfactory to the Agent, of the
Board of Directors of each Subsidiary (and its general partner, if
applicable) which is a party to a Loan Document authorizing (i) the
execution, delivery and performance of the Loan Documents to which it
is a party and (ii) the granting by it of the Liens created pursuant
to the Subsidiaries Security Documents to which it is a party,
certified by the Secretary or an Assistant Secretary of each such
Subsidiary (and its general partner, if applicable) as of the Closing
Date, which certificate shall be in form and substance satisfactory to
the Agent and shall state that the resolutions thereby certified have
not been amended, modified, revoked or rescinded.

(g) Subsidiary Incumbency Certificates. The Agent shall have
received, with a counterpart for each Lender, a certificate of each
Subsidiary of the Borrower which is a Loan Party, dated the Closing
Date, as to the incumbency and signature of the officers of such
Subsidiaries (and its general partner, if applicable) executing any
Loan Document, satisfactory in form and substance to the Agent,
executed by the President or any Vice President and the Secretary or
any Assistant Secretary of each such Subsidiary (and its general
partner, if applicable).

(h) Organizational Documents. The Agent shall have received,
with a counterpart for each Lender, true and complete copies of the
certificate of incorporation and by-laws or other organizational
documents of each Loan Party, certified as of the Closing Date as
complete and correct copies thereof by the Secretary or an Assistant
Secretary of the such Loan Party.

(i) Senior Subordinated Notes. The Senior Subordinated Notes
due October 1, 2002 (the "Senior Subordinated Notes") of the Borrower
in the aggregate principal amount of $230,000,000 have been issued on
the terms and conditions set forth in the offering memorandum dated
September 21, 1995 with respect thereto.

(j) Corporate Overhead Account. The Agent shall have
deposited approximately $5,000,000 into a separate account maintained
by the Borrower with Union Bank (the amounts on deposit in which will
be invested by Union Bank in Cash Equivalents in accordance with the
directions of the Borrower), which account shall fund the Consolidated
Corporate Overhead to be paid by the Borrower and its Subsidiaries
from the Closing Date through December 31, 1996.

(k) Fees. The Agent shall have received the fees and
expenses to be received on the Closing Date.

(l) Legal Opinions. The Agent shall have received, with a
counterpart for each Lender, the following executed legal opinions:

(i) the executed legal opinion of Holland &
Knight, counsel to the Borrower and the other Loan Parties, in
form and substance satisfactory to the Agent and the Lenders;

(ii) the executed legal opinion of Dow Xxxxxx &
Xxxxxxxxx, special FCC counsel to the Borrower and the other
Loan Parties, in form and substance satisfactory to the Agent
and the Lenders; and

(iii) the executed legal opinion of Xxxxxxx X.
Xxxxxxxx, General Counsel to the Borrower, in form and
substance satisfactory to the Agent and the Lenders.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Agent may
reasonably require.

(m) Pledged Stock; Stock Powers; Pledged Notes. The Agent
shall have received the certificates representing the shares pledged
pursuant to each of the Pledge Agreements, together with an undated
stock power for each such certificate executed in blank by a duly
authorized officer of the pledgor thereof, and the notes pledged
pursuant to each of the Pledge

Agreements, each endorsed in blank by a duly authorized officer of the
pledgor thereof.

(n) Actions to Perfect Liens. The Agent shall have received
evidence in form and substance satisfactory to it that all filings,
recordings, registrations and other actions, including, without
limitation, the filing of duly executed financing statements on form
UCC-1, necessary or, in the opinion of the Agent, desirable to perfect
the Liens created by the Security Documents shall have been completed.

(o) Lien Searches. The Agent shall have received the results
of a recent search by a Person satisfactory to the Agent, of the
Uniform Commercial Code, judgement and tax lien filings which may have
been filed with respect to personal property of the Borrower, and the
results of such search shall be satisfactory to the Agent.

(p) Insurance. The Agent shall have received evidence in
form and substance satisfactory to it that all of the requirements of
subsection 5.4.

4.2 Conditions to Each Loan. The agreement of each Lender to
make any Loan requested to be made by it on any date (including, without
limitation, its initial Loan) is subject to the satisfaction of the following
conditions precedent:

(a) Representations and Warranties. Each of the
representations and warranties made by the Borrower and its
Subsidiaries in or pursuant to the Loan Documents shall be true and
correct in all material respects on and as of such date as if made on
and as of such date except for any representation and warranty which
is expressly made as of an earlier date, which representation and
warranty shall have been true and correct in all material respects as
of such earlier date.

(b) No Default. No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the
Loans requested to be made on such date.

(c) Acquisition Compliance Certificate. With respect to any
borrowing of Loans the proceeds of which shall be used by the Borrower
or any of its Subsidiaries to make a Preapproved Acquisition or
Permitted Purchase, the Agent shall have received a certificate which
sets forth in reasonable detail a calculation of the Leverage Ratio of
the Borrower and its Subsidiaries as at the date of such Loan.

(d) Indebtedness Incurrence Certificate. The Agent shall
have received a certificate indicating compliance with Section 4.06
(Limitation on Additional Indebtedness) of the Indenture after giving
effect to the Loans requested to be made on such date.

(e) Additional Matters. All corporate and other proceedings,
and all documents, instruments and other legal matters in connection
with the transactions contemplated by this Agreement, the other Loan
Documents shall be reasonably satisfactory in form and substance to
the Agent, and the Agent shall have received such other documents and
legal opinions in respect of any aspect or consequence of the
transactions contemplated hereby or thereby as it shall reasonably
request.

Each borrowing by the Borrower hereunder shall constitute a representation and
warranty by the Borrower as of the date thereof that the conditions contained
in this subsection have been satisfied.

SECTION 5. AFFIRMATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments
remain in effect or any amount is owing to any Lender or the Agent hereunder or
under any other Loan Document, the Borrower shall and (except in the case of
delivery of financial information, reports and notices) shall cause each of its
Subsidiaries to:

5.1 Financial Statements and Systems.

(a) Accounting System: Maintain a system of accounting
established and administered in accordance with sound business practices to
permit preparation of financial statements in conformity with GAAP.

(b) Financial Statements and Other Reports: Deliver to
the Lenders:

(i) Monthly Financials: as soon as practicable and in
any event within 30 days after the end of each fiscal month of the
Borrower, copies of the monthly sales pacing reports and operating
cash flow statements for each operating property for such month, and
copies of the consolidated and consolidating income statement,
operating cash flow statement and performance to budget analysis for
the Borrower and its Subsidiaries for and as of the end of such fiscal
month;

(ii) Quarterly Financials: as soon as practicable and in
any event within 45 days after the end of each fiscal quarter of the
Borrower ending after the Closing Date, a consolidated balance sheet
of the Borrower and its consolidated Subsidiaries as at the end of
such period, and the related unaudited consolidated statements of
income and of cash flows, as contained in the Form 10-Q for such
fiscal quarter provided by the Borrower to the Securities and Exchange
Commission (or any successor or analogous Governmental Authority), and
if such Form 10-Q is no longer required to be so provided by the
Borrower, then the Borrower shall provide the Lenders with comparable
financial statements, certified by the chief

financial officer of the Borrower that they fairly present the
financial condition and results of operations of the Borrower and its
Subsidiaries, as appropriate, as at the end of such periods and for
such periods, subject to changes resulting from audit and normal
year-end adjustments;

(iii) Year-End Financials: as soon as practicable and in
any event within 90 days after the end of each fiscal year of the
Borrower, the audited consolidated balance sheet of the Borrower and
its consolidated Subsidiaries, as at the end of such year, and the
related consolidated statements of income, shareholders' equity and
cash flows of the Borrower and its Subsidiaries for such fiscal year,
(a) accompanied by a report thereon of independent certified public
accountants of recognized national standing selected by the Borrower
and reasonably satisfactory to Agent and the Required Lenders, which
report shall contain no qualifications with respect to the continuance
of the Borrower and its consolidated Subsidiaries as going concerns
and shall state that such financial statements present fairly the
financial position of the Borrower and its consolidated Subsidiaries
as at the dates indicated and the statements of income and cash flows
for the periods indicated in conformity with GAAP applied on a basis
consistent with prior years (except as otherwise stated therein) and
that the examination by such accountants in connection with such
financial statements has been made in accordance with generally
accepted auditing standards without any limitations being imposed on
the scope of such examination and (b) certified by the chief financial
officer of the Borrower that they fairly present the financial
condition and results of operations of the Borrower and its
Subsidiaries, as at the dates and for the periods indicated, as
appropriate;

(iv) Officers' and Compliance Certificates: together
with each delivery of financial statements of the Borrower and its
Subsidiaries pursuant to subdivisions (ii) and (iii) above, (a) an
Officer's Certificate of the Borrower stating that the signers have
reviewed the terms of this Agreement and the Notes and have made, or
caused to be made under their supervision, a review in reasonable
detail of the transactions and condition of the Borrower and its
Subsidiaries during the accounting period covered by such financial
statements and that such review has not disclosed the existence during
or at the end of such accounting period, and that the signers do not
have knowledge of the existence as at the date of such Officers'
Certificate, of any condition or event which constitutes an Event of
Default or Default, or, if any such condition or event existed or
exists, specifying the nature and period of existence thereof and what
action the Borrower has taken, is taking and proposes to take with
respect thereto; and (b) a certificate (a "Compliance Certificate") in
a form satisfactory to the Agent demonstrating in reasonable detail
compliance during and at the end of the applicable accounting periods
with the provisions of subsection 2.6 and Section 6;

(v) Reconciliation Statement: if, as a result of any
change in accounting principles and policies from those used in the
preparation of the Financial Statements, the financial statements of
the Borrower and its consolidated Subsidiaries delivered pursuant to
subsections (ii), (iii) or (xii) of this subsection 5.1(b) will differ
in any material respect from the financial statements that would have
been delivered pursuant to such subsections had no such change in
accounting principles and policies been made, then, together with the
first delivery of financial statements pursuant to subsection (ii),
(iii) or (xii) following such change, financial statements of the
Borrower and its consolidated Subsidiaries prepared on a pro forma
basis, for (y) the current year to the effective date of such change
and (z) the one full fiscal year immediately preceding the fiscal year
in which such change is made, as if such change had been in effect
during such period;

(vi) Accountants' Certification: together with each
delivery of consolidated financial statements of the Borrower and its
Subsidiaries pursuant to subdivision (iii) above, to the extent
available, a written statement by the independent public accountants
giving the report thereon (a) stating that their audit examination has
included a review of the terms of this Agreement and the Notes as they
relate to accounting matters, (b) stating whether, in connection with
their audit examination, any condition or event that constitutes an
Event of Default or Default has come to their attention and, if such a
condition or event has come to their attention, specifying the nature
and period of existence thereof; provided that such accountants
shall not be liable by reason of any failure to obtain knowledge of any
such Event of Default or Default with respect to accounting matters
that would not be disclosed in the course of their audit examination
and (c) stating that, based on their audit examinations nothing has
come to their attention that causes them to believe that the
information contained in the Compliance Certificate delivered therewith
pursuant to clause (b) of subdivision (iv) above for the applicable
fiscal year are not stated in accordance with the terms of this
Agreement;

(vii) Accountants' Reports: promptly upon receipt
thereof (unless restricted by applicable professional standards),
copies of all significant reports submitted to the Borrower by
independent public accountants in connection with each annual, interim
or special audit of the financial statements of the Borrower made by
such accountants, including, without limitation, the comment letter
submitted by such accountants to management in connection with their
annual audit;

(viii) Reports and Filings: within five days after the
same are sent, copies of all financial statements and reports which
the Borrower sends to its stockholders, and within five days after the
same are filed, copies of all financial

statements and reports which the Borrower may make to, or file with,
the Securities and Exchange Commission or any successor or analogous
Governmental Authority;

(ix) Events of Default etc.: promptly upon, but in any
event no later than two Business Days after, any officer of the
Borrower obtaining knowledge (a) of any condition or event that
constitutes an Event of Default or Default, or becoming aware that any
Lender or the Agent has given any notice or taken any other action
with respect to a claimed Event of Default or Default under this
Agreement, (b) that any Person has given any notice to the Borrower or
any of its Subsidiaries or taken any other action with respect to a
claimed default or event or condition of the type referred to in
Section 7(b) and (e), (c) of any condition or event that would be
required to be disclosed in a current report filed by the Borrower
with the Securities and Exchange Commission on Form 8-K (Items 1, 2, 4
and 5 of such Form as in effect on the date hereof) or (d) of any
condition or event which has had or could reasonably be expected to
have a Material Adverse Effect (which, for such purposes, shall be
determined with respect to the Borrower individually), an Officer's
Certificate specifying the nature and period of existence of such
condition or event, or specifying the notice given or action taken by
such holder or Person and the nature of such claimed default, Event of
Default, Default, event or condition, and what action the Borrower has
taken, is taking and proposes to take with respect thereto;

(x) Litigation: promptly upon any officer of the
Borrower obtaining knowledge of (a) the institution of any action,
suit, proceeding, governmental investigation or arbitration against or
affecting any Loan Party or any property of any Loan Party not
previously disclosed by the Borrower or the other Loan Parties to the
Lenders or (b) any material adverse development in any such action,
suit, proceeding, governmental investigation or arbitration that, in
any case:

(y) involves claims in excess of $1,000,000 in
the aggregate; or

(z) would reasonably be expected to cause a
Material Adverse Effect;

the Borrower shall promptly give notice thereof to the Lenders and
provide such other information as may be reasonably available to them
to enable the Lenders and their counsel to evaluate such matters;

(xi) ERISA Events: promptly upon becoming aware of the
occurrence of or forthcoming occurrence of any ERISA Event in
connection with any Employee Benefit Plan or any trust created
thereunder, with a written notice specifying the nature thereof, what
action the Borrower or ERISA Affiliate has

taken, is taking or proposes to take with respect thereto and, when
known, any action taken or threatened by the Internal Revenue Service,
the Department of Labor or the PBGC with respect thereto;

(xii) ERISA Notices: with reasonable promptness, copies
of (a) all notices received by the Borrower or any of its ERISA
Affiliates from the PBGC relating to an ERISA Event, (b) each Schedule
B (Actuarial Information) to the annual report (Form 5500 Series)
filed by the Borrower or any of its ERISA Affiliates with the Internal
Revenue Service with respect to each Pension Plan, if any, and (c) all
notices received by the Borrower or any of its ERISA Affiliates from a
Multiemployer Plan sponsor concerning an ERISA Event;

(xiii) Corporate Overhead Statement: as soon as
practicable and in any event within 45 days after the end of each
fiscal quarter of the Borrower ending after the Closing Date, a
statement in a form reasonably satisfactory to the Agent specifying
the Consolidated Corporate Overhead of the Borrower and its
Subsidiaries for such fiscal quarter and reconciling such amount to
the amount previously proposed pursuant to this subsection, and the
proposed Consolidated Corporate Overhead of the Borrower and its
Subsidiaries for the succeeding two fiscal quarters of the Borrower
and its Subsidiaries;

(xiv) Financial Plans: as soon as practicable and in any
event no later than the 30 days after the end of any fiscal year of
the Borrower, a budget and financial forecast for the Borrower and its
Subsidiaries including, (a) a forecasted operating cash flows
statement of the Borrower and its Subsidiaries for the next succeeding
fiscal year, (b) forecasted operating cash flows statement of the
Borrower and its Subsidiaries for each fiscal quarter of the next
succeeding fiscal year and (c) such other information and projections
as any Lender may reasonably request, in each case, in a format
satisfactory to the Agent; and

(xv) Other Information: with reasonable promptness,
such other information and data with respect to the Borrower or any of
its Subsidiaries or Affiliates as from time to time may be reasonably
requested by any Lender.

5.2 Maintenance of Existence, etc.. Except as permitted by
subsection 6.7, preserve and keep in full force and effect its corporate or
partnership existence, as the case may be, and rights and franchises material
to its business.

5.3 Payment of Taxes and Claims; Tax Consolidation. Pay all
taxes, assessments and other governmental charges imposed upon it or any of its
properties or assets or in respect of any of its franchises, business, income
or property, non-payment of which would cause a Material Adverse Effect, before
any penalty accrues thereon, and all claims (including, without limitation,
claims for

labor, services, materials and supplies) for sums that have become due and
payable and that by law have or may become a material Lien upon any of its
properties or assets, prior to the time when any penalty or fine shall be
incurred with respect thereto; provided that no such tax, assessment, charge or
claim need be paid if being contested in good faith by appropriate proceedings
promptly instituted and diligently conducted and if such reserve or other
appropriate provision, if any, as shall be required in conformity with GAAP
shall have been made therefor. Neither the Borrower nor any of its
Subsidiaries will file or consent to the filing of any consolidated income tax
return with any Person (other than the Borrower or its Subsidiaries).

5.4 Maintenance of Properties; Insurance. Maintain in good
repair, working order and condition all material properties used or useful in
the business of the Borrower and its Subsidiaries (including, without
limitation, Intellectual Property) and from time to time will make or cause to
be made all appropriate (as reasonably determined by the Borrower) repairs,
renewals and replacements thereof. The Borrower will maintain or cause to be
maintained, with financially sound and reputable insurers, insurance with
respect to its properties and business and the properties and business of its
Subsidiaries (including without limitation, business interruption insurance and
insurance on plant, property and equipment) against loss or damage of the kinds
customarily carried or maintained under similar circumstances by entities of
established reputation engaged in similar businesses and shall maintain key man
life insurance in a benefit amount payable to the Company of not less than
$5,000,000 for Xxxxxx. On or before the end of the second fiscal quarter of
each fiscal year, the Borrower shall submit to the Agent an Officers'
Certificate updating the information contained in Schedule 3.16 as of such
date. Each such policy of insurance (other than business interruption
insurance) shall name the Agent as the loss payee or as additional insured, as
the Agent may require, for the benefit of the Lenders thereunder and provide
for at least thirty (30) days prior written notice (or such other period as is
customary in the industry) to the Agent of any material modification or any
cancellation of such policies.

5.5 Inspection; Lender Meeting. Subject to subsection 9.15,
permit any authorized representatives designated by the Agent to visit and
inspect any of the properties of the Borrower, any of its Subsidiaries or any
Broadcast Station, including its and their financial and accounting records,
and to make copies and take extracts therefrom, and to discuss its and their
affairs, finances and accounts with its and their officers and independent
public accountants, all upon reasonable notice and at such reasonable times
during normal business hours and as often as may be reasonably requested.
Without in any way limiting the foregoing, the Borrower will, upon the request
of the Required Lenders, participate in a meeting with the Agent and the
Lenders once during each fiscal year to be held at the Borrower's corporate
offices at such time as may be agreed to by the Borrower and the Required
Lenders.

5.6 Compliance with Laws, etc. (a)(i) Comply with the
requirements of all applicable laws, rules, regulations and orders of any
Governmental Authority, including, without limitation, the Communications Act,
noncompliance with which could reasonably be expected to cause a Material
Adverse Effect and (ii) comply in all material respects at all times with all
provisions of all FCC Licenses, certifications and permits, franchises or other
permits and authorizations relating to the operation of the Broadcast Stations
and all other material agreements, licenses and leases to which it is a party
or of which it is a beneficiary and suffer no loss or forfeiture thereof or
thereunder except for any non-compliance or a loss or forfeiture which does not
have and could not reasonably be expected to have a Material Adverse Effect;
and

(b) Not engage in any transaction or permit the occurrence of
any act or omission, and shall cause each ERISA Affiliate not to engage in any
transaction or to permit the occurrence of any act or omission, which would
constitute, or would give rise to, an ERISA Event which would cause a Material
Adverse Effect.

5.7 Compliance with Related Documents. Comply at all times
with the covenants under the Related Documents except for any failure to comply
which could not reasonably be expected to result in a Material Adverse Effect
or an Event of Default or Default, or otherwise adversely affect the interests
of the Lenders under this Agreement or any of the other Loan Documents. The
Borrower and its Subsidiaries shall deliver to the Agent copies of all reports,
notices and other information received or required to be delivered by the
Borrower and its Subsidiaries with respect to the Related Documents, if so
requested by any Lender or if such information relates to any matter or matters
which, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

5.8 Environmental Disclosure and Inspection. (a) Comply,
and undertake all reasonable efforts to ensure that all tenants under any lease
or occupancy agreement affecting any portion of the Facilities and all other
Persons on or occupying such property comply, in all materials respects with
all Environmental Laws, provided that upon learning of any noncompliance with
Environmental Laws by the Borrower or any of its Subsidiaries, shall promptly
undertake all reasonable efforts to remedy such non-compliance.

(b) Agree that the Agent is entitled (but has no obligation),
from time to time (upon the Agent's determination in its reasonable discretion
that any of the following is advisable), upon notice to the Borrower and as
often as may reasonably be requested, retain, at the Borrower's expense, an
independent professional consultant to review any report relating to Hazardous
Materials prepared by or for the Borrower and to conduct its own investigation
of any Facility. The Borrower hereby grants to the Agent, its agents,
employees, consultants and contractors the right to enter into or on to the
Facilities upon reasonable notice and at

such times during normal business hours and as often as may reasonably be
requested to perform such tests on such property as are reasonably necessary to
conduct such a review and/or investigation. The Borrower may receive copies of
any reports prepared by independent experts, but the Lenders shall have no duty
to disclose or discuss any information produced by such reviews or
investigations with the Borrower or any of its Subsidiaries.

(c) Promptly advise the Lenders in writing and in reasonable
detail of (i) any Release of any Hazardous Material (of which the Borrower is
aware) required to be reported to any federal, state or local governmental or
regulatory agency under any applicable Environmental Laws, (ii) any and all
written communications with respect to Environmental Claims or any Release of
Hazardous Material required to be reported to any federal, state or local
governmental or regulatory agency, (iii) any remedial action taken by the
Borrower or any other Person in response to (a) any Hazardous Material on,
under or about any Facility, the existence of which could reasonably be
expected to result in an Environmental Claim having a Material Adverse Effect
or (b) any Environmental Claim that could reasonably be expected to have a
Material Adverse Effect, (iv) the Borrower's discovery of any occurrence or
condition on any real property adjoining or in the vicinity of any Facility
that could cause such Facility or any part thereof to be classified as a
"border-zone property" or to be otherwise subject to any restrictions on the
ownership, occupancy, transferability or use thereof under any Environmental
Laws that could reasonably be expected to have a Material Adverse Effect, and
(v) any request for information from any governmental agency that indicates
such agency is investigating whether the Borrower or any of its Subsidiaries
may be potentially responsible for a Release of Hazardous Materials.

(d) Promptly notify the Lenders of any proposed acquisition
or disposition of stock, assets, or property by any Loan Party, that could
reasonably be expected to expose the Borrower or any of its Subsidiaries to, or
result in, Environmental Claims that could have a Material Adverse Effect and
of any proposed action to be taken by the Borrower or any of its Subsidiaries
to commence or cease manufacturing, industrial or other operations that could
reasonably be expected to subject the Borrower or any of its Subsidiaries to
additional laws, rules or regulations, including, without limitation, laws,
rules and regulations requiring additional environmental permits or licenses.

(e) At their own expense, provide copies of such documents or
information as the Agent may reasonably request in relation to any matters
disclosed pursuant to this subsection.

5.9 Hazardous Materials; the Borrower's Remedial Action.
Take promptly any and all necessary remedial action required by all applicable
Environmental Laws and perform such remedial action in compliance with all
applicable Environmental Laws and orders and directives of all federal, state
and local governmental authorities except when and only to the extent that the
Borrower's or such

Subsidiary's liability for the presence, storage, use, disposal, transportation
or discharge of any Hazardous Material is being contested in good faith by the
Borrower or such Subsidiary by appropriate proceedings, and the pendency of
such proceedings is not reasonably likely to give rise to a Material Adverse
Effect.

5.10 FCC Licenses. (a) Use their best efforts to keep in
full force and effect all of the FCC Licenses of the Borrower, if any, and its
Subsidiaries. The Loan Parties shall provide a copy of any (or, in the event
of any notice based on knowledge of such Loan Party, a brief description of
such default and the basis of such knowledge) notice from the FCC of any
violation with respect to any FCC License received by it or any of its
respective Subsidiaries (or with respect to which any of such Loan Parties may
have any knowledge).

(b) The Borrower shall establish and maintain wholly-owned
License Subsidiaries for the purpose of holding the FCC Licenses related to the
Broadcast Stations owned by them on and after the Closing Date and shall cause
the License Subsidiaries not to own any material assets other than the FCC
Licenses or to have any material liabilities (other than pursuant to the
Subsidiary Guarantee or the guarantees with respect to the Senior Subordinated
Notes). At all times on and after the Closing Date, the Borrower shall, and
shall cause its Subsidiaries to, cause each new FCC License issued by the FCC
to be issued to, and held by, a License Subsidiary.

5.11 Additional Loan Parties. In the event that (i) any
Preapproved Acquisition or Permitted Purchase is to be made by any Subsidiary
or Affiliate of the Borrower and such Subsidiary or Affiliate is not a Loan
Party hereunder or under any of the other Loan Documents immediately prior to
the consummation of any such transaction, or (ii) the Borrower proposes for any
other reason to add any Subsidiary or Affiliate thereof as a Loan Party
hereunder and such proposal is approved in writing by the Required Lenders
(each such Subsidiary or Affiliate in any case referred to herein as an
"Additional Loan Party" and collectively as the "Additional Loan Parties"),
then, on or before the consummation of any such transaction or addition as a
Loan Party hereunder, such Additional Loan Party shall deliver appropriate
counterparts and assumptions of each Loan Document to which it is to be a party
and all such documents, opinions of counsel, certificate and instruments as
such Additional Loan Party would have been required to deliver pursuant to
subsection 4.1 had such Additional Loan Party been a Loan Party hereunder on
the Closing Date and such other documents, certificates, instruments and
assurances as are consistent with the provisions of subsection 2.18 and Section
4 in relation to such Additional Loan Party's proposed status hereunder and
under the other Loan Documents (including, without limitation, taking into
consideration whether the obligations of such Additional Loan Party are to be
of a limited recourse nature or otherwise), all as shall be determined at the
time such Additional Loan Party is approved by the Agent. Upon satisfaction of
the foregoing conditions, such

Additional Loan Party shall be a Loan Party for all purposes hereunder and
under the other Loan Documents.

5.12 Schedule Supplements. Each of the Schedules referred to
in subsection 3.1 shall be automatically amended from time to time upon written
notice by the Borrower to the Agent and the Lenders to reflect additional
information described in such notice under this Agreement including, without
limitation, the addition (or deletion) of any Subsidiaries, Broadcast Stations,
FCC Licenses or LMA Agreements resulting from a Permitted Purchase or any other
transaction permitted hereunder, and any modifications resulting from the
renewal or additional grant of any FCC Licenses or LMA Agreements. Without
limiting the foregoing, on the request of the Agent or any Lender (in the event
that such information is not otherwise delivered by the Borrower to the Agent
or the Lenders pursuant to this Agreement), the Borrower will supplement each
Schedule hereto, or representation herein or in any other Loan Document with
respect to any matter hereafter arising which, if existing or occurring at the
date of this Agreement, would have been required to be set forth or described
in such Schedule or as an exception to such representation or which is
necessary to correct any information in such Schedule or representation which
has been rendered inaccurate thereby; provided, that such supplement to such
Schedule or representation shall not be deemed an amendment thereof if such
amendment would require the consent of the Required Lenders under the terms of
this Agreement, unless expressly consented to in writing by the Required
Lenders, and no such amendments, except as the same may be consented to in a
writing which expressly includes a waiver, shall be or be deemed a waiver by
the Lenders of any Event of Default or Default disclosed therein.

5.13 Corporate Separateness; Tax Sharing Agreement. (a)
Cause the management, business and affairs of each Unrestricted Subsidiary to
be conducted in such a manner so that such Unrestricted Subsidiary will be
perceived as a legal entity separate and distinct from the Borrower and its
Subsidiaries.

(b) Enter in a tax sharing agreement on terms and conditions
customary and reasonably satisfactory to the Agent if the Agent shall
reasonably determine that such an agreement is necessary to provide for the
fair and reasonable allocation of federal, state and local tax liabilities and
benefits between and among (i) the Borrower and its Subsidiaries and (ii) any
Unrestricted Subsidiaries.

SECTION 6. NEGATIVE COVENANTS

The Borrower hereby agrees that, so long as the Commitments
remain in effect or any amount is owing to any Lender or the Agent hereunder or
under any other Loan Document, the Borrower shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly:

6.1 Financial Condition Covenants. (a) Leverage Ratio.
Permit the Leverage Ratio as of the last day of each calendar quarter occurring
during any of the periods set forth below to be greater than the correlative
ratio indicated:

Total Debt
Period Ended to Cash Flow Ratio
------------------------------------ ------------------

Closing Date - September 30, 1996 6.75:1.00

October 1, 1996 - September 30, 1997 5.75:1.00

October 1, 1997 - September 30, 1998 5.25:1.00

October 1, 1998 - September 30, 1999 4.50:1.00

October 1, 1999 and thereafter 4.00:1.00

provided that if the Borrower shall sell or issue any equity Securities during
the period from the Closing Date to September 30, 1996, thereafter for the
remainder of such period the Leverage Ratio shall be no greater than 6.25:1.00.

(b) Cash Interest Coverage. Permit the ratio of (y) Adjusted
Consolidated Operating Cash Flow to (z) Consolidated Cash Interest Expense of
the Borrower and its Subsidiaries for the four quarter period ending on the
last day of each calendar quarter occurring during the periods specified below
to be less than the correlative ratio indicated:

Cash Interest
Period Coverage Ratio
----------------------------------- --------------

Closing Date -
December 31, 1996 1.50:1.00

January 1, 1997 - December 31, 1997 1.75:1.00

Thereafter 2.00:1.00

(c) Fixed Charge Coverage. Permit the ratio of (y) Adjusted
Consolidated Operating Cash Flow to (z) Consolidated Fixed Charges of the
Borrower and its Subsidiaries for the twelve consecutive month period ending as
of the last day of any calendar quarter to be less than 1.15:1.00.

(d) Consolidated Corporate Overhead. Permit the Consolidated
Corporate Overhead for the Borrower and its

Subsidiaries for the period from the Closing Date to December 31, 1996 to
exceed $6,500,000, except to the extent such excess is funded with the the
portion of the Net Cash Proceeds of the sale or issuance of any class of equity
Securities of the Borrower or its Subsidiaries which is not required to be used
to make a prepayment pursuant to subsection 2.6(d) and the Agent is promptly
notified of such funding.

6.2 Limitation on Indebtedness. Create, incur, assume,
guaranty, or otherwise become or remain directly or indirectly liable with
respect to, any Indebtedness, except:

(a) Indebtedness under the Loan Documents;

(b) Contingent Obligations permitted by subsection 6.5 and,
upon any obligations actually arising pursuant thereto, the
Indebtedness corresponding to the Contingent Obligations so
extinguished;

(c) purchase money Indebtedness incurred in the ordinary
course of business not in excess of $10,000,000 in the aggregate
outstanding at any time;

(d) Indebtedness in respect of Capital Leases not in excess
of $5,000,000 in the aggregate outstanding at any time;

(e) Indebtedness existing as of the Closing Date as set forth
in Schedule 6.2(e) hereto, and renewals, refinancings, extensions and
modifications thereof which do not increase the principal amount
thereof;

(f) Indebtedness of the Borrower or any Subsidiary to any
Subsidiary and of any Subsidiary to the Borrower or any Subsidiary;
and

(g) additional unsecured Indebtedness of the Borrower not
exceeding $5,000,000 in the aggregate principal amount at any one time
outstanding.

6.3 Liens and Related Matters.

(a) Prohibitions on Liens. Create, incur, assume or permit
to exist any Lien on or with respect to any property or asset (including any
document or instrument in respect of goods or accounts receivable) of the
Borrower or any of its Subsidiaries, whether now owned or hereafter acquired,
or any income or profits therefrom, except:

(i) Permitted Encumbrances;

(ii) Liens securing purchase money Indebtedness
permitted pursuant to subsection 6.2(c); provided that such Liens
shall encumber only the assets purchased with the proceeds of such
Indebtedness;

(iii) Liens granted pursuant to the Loan Documents;

(iv) Liens securing Capital Leases permitted under
subsection 6.2(d); and

(v) Liens on assets listed on Schedule 6.2(e) securing
Indebtedness on Schedule 6.2(e), other than Liens in respect of the
Senior Notes and the Preferred Stock.

(b) Equitable Lien in Favor of the Lenders. Create or assume
any Lien upon any of its property or assets, whether now owned or hereafter
acquired, other than Liens excepted by the provisions of this subsection,
unless the Borrower and its Subsidiaries make or cause to be made effective
provision whereby the Obligations will be secured by such Lien equally and
ratably with any and all other Indebtedness thereby secured as long as any such
Indebtedness shall be secured; provided that, notwithstanding the foregoing,
this covenant shall not be construed as a consent by the Required Lenders to
any creation or assumption of any such Lien not permitted by the provisions of
this subsection.

(c) No Further Negative Pledges. Except with respect to
specific property encumbered to secure payment of particular Indebtedness
otherwise permitted pursuant to subsections 6.2 and 6.3 or to be sold pursuant
to an executed agreement with respect to an Asset Sale, enter into any
agreement prohibiting (i) the creation or assumption of any Lien upon its
properties or assets, whether now owned or hereafter acquired or (ii) any
incurrence of any Contingent Obligations.

(d) No Restrictions on Subsidiary Distributions to the
Borrower. Except as provided herein, create or otherwise cause or suffer to
exist or become effective any consensual encumbrance or restriction of any kind
on the ability of any Subsidiary to (a) pay dividends or make any other
distribution on any of such Subsidiary's capital stock, partnership interests
or other interests, as the case may be, owned by the Borrower or any Subsidiary
of the Borrower, (b) subject to subordination provisions any payments in
respect of any Indebtedness owed to the Borrower or any Subsidiary of the
Borrower, (c) make loans or advances to the Borrower or any Subsidiary of the
Borrower or (d) transfer any of its property or assets to the Borrower or any
Subsidiary of the Borrower.

6.4 Investments; Joint Ventures. Make or own any Investment,
directly or indirectly, in any Person including any Joint Venture, except:

(a) Investments in Cash and Cash Equivalents;

(b) Consolidated Capital Expenditures permitted by subsection
6.8;

Investments may be consummated (A) if (i) at such time of consummation
an Event of Default or Default shall have occurred and be continuing
or (ii) after giving effect to such Barter Transaction, the aggregate
value of advertising sold pursuant to all Barter Transactions for the
Borrower and its Subsidiaries during any calendar year would exceed
$5,000,000, and (B) unless all personal property received by the
Borrower pursuant to any one or more Barter Transactions (including,
without limitation, any notes, instruments, securities or other
evidence of equity interests or indebtedness) the value of which
exceeds $1,000,000 shall be pledged and, if required by the Security
Documents, delivered to the Agent, on behalf of the Lenders, unless
otherwise consented to in writing by the Agent, as "Collateral" under
the Borrower Pledge Agreement or the Borrower Security Agreement;

(d) the Preapproved Acquisitions in accordance with the terms
and conditions set forth in the respective Purchase Agreement;

(e) Investments made solely with (x) any proceeds of the sale
or issuance of equity Securities by the Borrower or any Subsidiary
which are not (i) required to be used to make a prepayment pursuant to
subsection 2.6(d), (ii) used prior to December 31, 1996 to fund
Consolidated Corporate Overhead or (iii) used to make an optional
payment or prepayment permitted by subsection 6.14(c) or (y) with
equity Securities of the Borrower;

(f) time brokerage agreements in effect on the Closing Date
as set forth on Schedule 6.4(f);

(g) Investments in Shop at Home the cash portion of which
shall be in an amount not to exceed $16,000,000;

(h) Investments consisting of promissory notes or other
securities issued by a purchaser to the extent the Borrower or any
Subsidiary receives less than 100% cash consideration in an Asset Sale
as permitted by subsection 6.7(b);

(i) LMA Agreements, options to acquire LMA Radio Stations and
LMA Television Stations (including the exercise thereof on terms and
conditions approved by all the Lenders), loans to, and guarantees of
loans by third parties to, owners or holders of options to acquire LMA
Radio Stations or LMA Television Stations, in each case (a) as in
effect on the Closing Date or (b) entered into in connection with the
consummation of any Preapproved Acquisition or Permitted Purchase and
disclosed to the Lenders in connection with their approval of such
Preapproved Acquisition or Permitted Purchase;

(j) any acquisition not otherwise permitted under this
subsection 6.4 (each such transaction referred to herein as a "
Permitted Acquisition" and collectively as the "Permitted

Acquisitions"), on the following terms and conditions: (i) such
Permitted Acquisition involves the acquisition of a radio or
television broadcast property in an "Area of Dominant Influence"
ranked numbers 1 to 75 and such radio or television broadcast property
is projected by the Borrower to have operating cash flow for the
period commencing on the date of such Permitted Acquisition through
the Termination Date in an amount reasonably satisfactory to the
Required Lenders; (ii) after giving effect to the borrowing of any
Loan to consummate such Permitted Acquisition, no Event of Default or
Default shall exist; (iii) such Permitted Acquisition shall be
consummated pursuant to documents containing terms and conditions
satisfying subsection 5.11 and otherwise in form and substance
satisfactory to the Required Lenders and (iv) the Required Lenders
shall have consented in writing to such proposed Permitted
Acquisition;

(k) Investments by the Borrower in its Subsidiaries and
Investments by Subsidiaries in the Borrower and in other Subsidiaries;
and

(l) additional Investments in any FCC-regulated Person in an
aggregate amount at any time not to exceed $10,000,000, so long as at
the time of such Investment no Default or Event of Default shall have
occurred and be continuing or would result therefrom.

6.5 Contingent Obligations. Create or become or be liable,
directly or indirectly, with respect to any Contingent Obligation except:

(a) Contingent Obligations incurred pursuant to the Loan
Documents;

(b) Contingent Obligations in respect of Interest Rate
Agreements in a notional amount not in excess of the aggregate
principal amount of the Indebtedness of the Borrower and its
Subsidiaries the interest rate on which is not fixed;

(c) Contingent Obligations resulting from the endorsement of
negotiable instruments for collection in the ordinary course of
business;

(d) Contingent Obligations in respect of Operating Leases;

(e) Contingent Obligations in respect of Indebtedness
permitted under subsection 6.2(e); and

(f) Contingent Obligations under indemnity agreements to
title insurers to cause such title insurers to issue to the Agent
mortgage title insurance policies, as provided in subsection 4.1(q).

6.6 Restricted Payments. Declare, order, pay, make or set
apart any sum, directly or indirectly for any Restricted Payment except, so
long as no Event of Default or Default has occurred and is continuing or would
result therefrom:

(a) so long as the Leverage Ratio of the Borrower and its
Subsidiaries as of the last day of the most recently ended calendar
quarter is less than 3.50:1.00, the Borrower may pay annual dividends
owed to the holders of the Cumulative Preferred Stock in accordance
with the terms and conditions of the Certificate of Designations in an
aggregate amount in any calendar year not exceeding 50% of any Excess
Cash Flow for the prior calendar year of the Borrower and its
Subsidiaries;

(b) Restricted Payments with any proceeds from the
issuance of equity Securities permitted by subsection 6.7(d);

(c) payments under time brokerage agreements with
Xxxxxxxxx Media Inc., entered into in connection with WTVX-TV, Fort
Xxxxxx, Florida; WOAC-TV, Canton, Ohio; and WMGM-TV, Athens, Georgia;
provided such payments are made in the ordinary course of
business and such time brokerage agreements are no less favorable to
the Borrower or any Subsidiary, as the case may be, than those that
would otherwise be obtained in an arms-length transaction; and

(d) any Subsidiary may make Restricted Payments to the
Borrower or any Subsidiary Guarantor.

6.7 Restriction on Fundamental Changes; Asset Sales. Alter
the corporate, partnership, capital or legal structure of the Borrower or any
of its Subsidiaries or enter into any transaction of merger, or consolidate, or
liquidate, wind-up or dissolve itself (or suffer any liquidation or
dissolution), or convey, sell, lease, sub-lease, transfer or otherwise dispose
of, in one transaction or a series of transactions, all or any part of its
business, property or assets (including, without limitation, any of the capital
stock or partnership interests held by such Person in any of its Subsidiaries),
whether now owned or hereafter acquired (other than in the ordinary course of
business), or acquire by purchase, lease or otherwise (in one transaction or a
series of related transactions) all or any part of the business, property or
fixed assets of, or stock or other evidence of beneficial ownership of, any
Person (other than purchases or other acquisitions of inventory, leases,
materials, property and equipment in the ordinary course of business) or agree
to do any of the foregoing at any future time, except:

(a) Consolidated Capital Expenditures permitted under
subsection 6.8;

(b) Asset Sales so long as (w) the consideration received
shall be an amount at least equal to the fair market value thereof;
(x) at least 85% of the consideration received shall be Cash; (y) the
proceeds of such Asset Sale are applied

as required by subsection 2.6(e); and (z) no Default or Event of
Default shall have occurred and be continuing or would result
therefrom;

(d) the issuance of equity Securities of the Borrower and its
Subsidiaries not otherwise prohibited by this Agreement, provided,
however, that the Net Cash Proceeds, if any, from the issuance of such
equity Securities shall be applied first to prepay the Loans as
provided in subsection 2.6(d).

6.8 Consolidated Capital Expenditures. Incur Consolidated
Capital Expenditures in any calendar year set forth below (excluding, for
purposes of this subsection, expenditures of proceeds of casualty insurance
policies reasonably and promptly applied to replace insured assets and
Acquisition Capital Expenditures) if, after giving effect to the incurrence
thereof, either the aggregate amount of Consolidated Capital Expenditures
actually made for such calendar year exceeds the sum of (i) (x) in the case of
Non-INTV Properties, the amount permitted for such year as set forth in the
table below with respect to Non-INTV Properties and (y) in the case of INTV
Properties, (A) the amount set forth below with respect to INTV Properties
times (B) the number of INTV Properties, plus, with respect to (x) and (y)
collectively, (ii) for any calendar year, the amount (the "Capex Carryforward
Amount"), which shall not exceed $1,000,000 for any calendar year, equal to the
excess, if any, of the amount of permitted Consolidated Capital Expenditures
for the previous calendar year (as adjusted for any Capex Carryforward Amount
for such previous calendar year) over the actual amount of Consolidated Capital
Expenditures incurred for such previous calendar year:

Non-INTV INTV
Properties Properties
Calendar Year Amount Amount
---------------------- --------------------- ----------------------

1996 $3,000,000 $150,000

1997 $3,150,000 $157,500
1998 $3,307,500 $165,375
1999 $3,472,875 $173,650
2000 $3,646,525 $182,330

2001 $3,828,850 $191,440
2002 $2,010,150 $100,510

6.9 Sales and Lease-Backs. Become or remain liable, directly
or indirectly, as lessee or as guarantor or other surety with respect to any
lease, whether an Operating Lease or a Capital Lease, of any property (whether
real or personal or mixed) whether now owned or hereafter acquired, (i) which
the Borrower or any of its Subsidiaries has sold or transferred or is to sell
or transfer to any other Person (other than the Borrower or any of its
Subsidiaries), or (ii) which the Borrower or any such Subsidiary of

the Borrower intends to use for substantially the same purpose as any other
property which has been or is to be sold or transferred by the Borrower or any
such Subsidiary of the Borrower to any Person (other than the Borrower or one
of its Subsidiaries) in connection with such lease.

6.10 Sale or Discount of Receivables. Sell, directly or
indirectly, any of their notes or accounts receivable other than in the
ordinary course of business.

6.11 Transactions with Shareholders and Affiliates. Enter
into or permit to exist any transaction (including, without limitation, the
purchase, sale, lease or exchange of any property or the rendering of any
service), directly or indirectly, with any holder (other than any Subsidiary
directly or indirectly wholly owned by the Borrower) of 5% or more of any class
of equity Securities or other interests of the Borrower or any of its
Subsidiaries or with any Affiliate of the Borrower or of any such holder, as
the case may be, on terms that are less favorable to the Borrower or any
Subsidiary, as the case may be, than those that might be obtained at the time
from Persons who are not such a holder or Affiliate.

6.12 Disposal of Subsidiary Stock. Except as permitted by
subsection 6.7:

(i) directly or indirectly sell, assign, pledge or
otherwise encumber or dispose of any shares of capital stock,
partnership interests, or other equity securities of (or warrants,
rights or options to acquire shares or other equity securities of) any
of its Subsidiaries, except to qualify directors if required by
applicable law; or

(ii) permit any of its Subsidiaries directly or
indirectly to sell, assign, pledge or otherwise encumber or dispose of
any shares of capital stock, partnership interests, or other
securities of (or warrants, rights or options to acquire shares or
other securities of) any of its Subsidiaries, except to the Borrower,
a Subsidiary of the Borrower, or to qualify directors if required by
applicable law.

6.13 Conduct of Business. Engage in any business other than
(i) the business engaged in by the Borrower and its Subsidiaries on the Closing
Date, and similar or related businesses, and (ii) such other lines of business
as may be consented to by the Agent and the Required Lenders; provided that
neither the Borrower nor any of its Subsidiaries (other than a License
Subsidiary) shall directly own or hold any FCC License applicable to its
business, it being understood that all such interests, if owned, shall be owned
and maintained by the License Subsidiaries. Notwithstanding anything to the
contrary in this Agreement, including, without limitation, any references to
"Subsidiaries", (A) neither the Borrower nor any of its Subsidiaries shall (i)
except as permitted by subsection

6.4, create or acquire any interest in a Subsidiary after the Closing Date
other than maintenance of their interests in their respective Subsidiaries as
of the Closing Date, or (ii) operate, or hold any interest in, any television
or radio broadcast station, cable, microwave or other television signal
transmission system other than the ownership and operation of Broadcast
Stations and (B) no License Subsidiary of the Borrower shall engage in any
business or incur any liabilities other than the ownership of its FCC Licenses
and the execution, delivery and performance of the Loan Documents and Related
Documents to which it is a party and activities necessary to the foregoing.

6.14 Amendments or Waivers of Related Documents and Charter
Documents; Limitation on Optional Payments.

(a) Agree to any amendment to, or waive any of its rights
under, any of the Related Documents (other than non-material amendments or
waivers which individually, or together with all other amendments, waivers or
changes made, would not be adverse to the Borrower or any of its Subsidiaries
or the Agent or any Lender), without obtaining the written consent, not to be
unreasonably withheld, of the Agent and the Required Lenders to such amendment
or waiver.

(b) Agree to any amendment to, or waive any of its rights
under, its articles of incorporation, by-laws, partnership agreement or other
documents relating to its capital stock or other equity interests of the
Borrower or its Subsidiaries (other than amendments or waivers which
individually, or together with all other amendments, waivers or changes made,
would not be adverse to the Borrower or any of its Subsidiaries or the Agent or
any Lender) without, in each case, obtaining the written consent of the Agent
and the Required Lenders to such amendment or waiver.

(c) Other than with the Net Cash Proceeds of the sale or
issuance of equity Securities which is not required to be used to make a
prepayment pursuant to subsection 2.6(d) or in connection with any refinancing
or Indebtedness permitted under subsection 6.2, make any optional payment or
prepayment on or redemption, defeasance or purchase of any Indebtedness
(including but not limited to the Senior Subordinated Notes); or amend, modify
or change, or consent or agree to any amendment, modification or change to any
of the terms relating to (i) any Indebtedness other than preferred stock (other
than any such amendment, modification or change which would extend the maturity
or reduce the amount of any payment of principal thereof or which would reduce
the rate or extend the date for payment of interest thereon), or (ii) the
subordination of the Senior Subordinated Notes.

6.15 Fiscal Year. Change its fiscal year-end from December
31 without the consent of the Required Lenders.

SECTION 7. EVENTS OF DEFAULT

If any of the following events shall occur and be continuing:

(a) Failure of any Loan Party to pay any installment of
principal of any Loan when due in accordance with the terms thereof or
hereof; or any Loan Party shall fail to pay any interest on any Loan
when due or any other amount due pursuant to the Loan Documents within
two Business Days after the date due in accordance with the terms
thereof or hereof; or

(b) Failure of any Loan Party or any of their respective
Subsidiaries or any Unrestricted Subsidiary, to pay when due (x) any
principal or interest on any Indebtedness (other than Indebtedness
referred to in paragraph (a) of this Section and intercompany debt) in
an individual principal amount of $2,500,000 or more or items of
Indebtedness with an aggregate principal amount of $2,500,000 or more
or (y) any Contingent Obligation in an individual principal amount of
$2,500,000 or more or Contingent Obligations with an aggregate
principal amount of $2,500,000 or more, in each case beyond the end of
any grace period provided therefor; or

(c) Breach or default of any Loan Party or any of their
respective Subsidiaries or any Unrestricted Subsidiary, with respect
to any other material term of (i) (x) any evidence of any Indebtedness
(other than intercompany debt) in an individual principal amount of
$2,500,000 or more or items of Indebtedness (other than intercompany
debt) with an aggregate principal amount of $2,500,000 or more or any
Contingent Obligation in an individual principal amount of $2,500,000
or more or Contingent Obligations with an aggregate principal amount
of $2,500,000 or more or (y) any loan agreement, mortgage, indenture
or other agreement relating thereto, if the effect of such failure,
default or breach is to cause, or to permit the holder or holders of
that Indebtedness or Contingent Obligation (or a trustee on behalf of
such holder or holders) then to cause, that Indebtedness or Contingent
Obligation to become or be declared due prior to its stated maturity
(or the stated maturity of any underlying obligation, as the case may
be) or (ii) the Related Documents; or

(d) Failure of the Borrower to perform or comply with any
term or condition contained in subsection 5.2 or Section 6; or

(e) Any representation, warranty, certification or other
statement made by any Loan Party in any Loan Document or in any
statement or certificate at any time given by any Loan Party in
writing pursuant hereto or in connection herewith or therewith, shall
be false in any material respect on the date as of which made; or

(f) Any Loan Party shall default in the performance of or
compliance with any term contained in this Agreement or the other Loan
Documents, applicable to that Loan Party, other than those referred to
elsewhere in this Section 7 and such default shall not have been
remedied or waived within 30 days after the earlier of (i) receipt by
the Borrower of notice from any Lender or the Agent of such default or
(ii) the Borrower's knowledge of such default; or

(g) (i) A court having jurisdiction in the premises shall
enter a decree or order for relief in respect of any Loan Party or any
of their respective Subsidiaries or any Unrestricted Subsidiary in an
involuntary case under the Bankruptcy Code or any applicable
bankruptcy, insolvency or other similar law now or hereafter in
effect, which decree or order is not stayed; or any other similar
relief shall be granted under any applicable federal or state law; or
(ii) an involuntary case is commenced against any Loan Party or any of
their respective Subsidiaries or any Unrestricted Subsidiary under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect; or a decree or order of a court having
jurisdiction in the premises for the appointment of a receiver,
liquidator, sequestrator, trustee, custodian or other officer having
similar powers over any Loan Party or any of their respective
Subsidiaries or any Unrestricted Subsidiary, or over all or a
substantial part of its property, shall have been entered; or the
involuntary appointment of an interim receiver, trustee or other
custodian of any Loan Party or any of their respective Subsidiaries or
any Unrestricted Subsidiary for all or a substantial part of its
property; or the issuance of a warrant of attachment, execution or
similar process against any substantial part of the property of any
Loan Party or any of their respective Subsidiaries or any Unrestricted
Subsidiary, and the continuance of any such event in clause (ii) for
60 days unless dismissed, bonded or discharged; or

(h) Any Loan Party or any of their respective Subsidiaries or
any Unrestricted Subsidiary shall have an order for relief entered
with respect to it or commence a voluntary case under the Bankruptcy
Code or any applicable bankruptcy, insolvency or other similar law now
or hereafter in effect, or shall consent to the entry of an order for
relief in an involuntary case, or to the conversion of an involuntary
case to a voluntary case, under any such law, or shall consent to the
appointment of or taking possession by a receiver, trustee or other
custodian for all or a substantial part of its property; the making by
any Loan Party or any of their respective Subsidiaries or any
Unrestricted Subsidiary of any assignment for the benefit of
creditors; or

(i) The inability or failure of any Loan Party or any of
their respective Subsidiaries or any Unrestricted Subsidiary, or the
admission by any Loan Party or any of their respective Subsidiaries or
any Unrestricted Subsidiary in writing of its

inability, to pay its debts as such debts become due; or the Board of
Directors (or any committee thereof) of any Loan Party or any of their
respective Subsidiaries or any Unrestricted Subsidiary adopts any
resolution or otherwise authorizes action to approve any of the
actions referred to in this clause (i); or

(j) Any money judgment, writ or warrant of attachment, or
similar process involving (i) in any individual case an amount in
excess of $2,500,000, or (ii) in the aggregate at any time an amount
in excess of $2,500,000, and in either case not adequately covered by
insurance as to which the insurance company has acknowledged coverage
shall be entered or filed against any Loan Party or any of their
respective Subsidiaries or any of their respective assets and shall
remain undischarged, unvacated, unbonded or unstayed for a period of
30 days or in any event later than five days prior to the date of any
proposed sale thereunder; or

(k) Any order, judgment or decree shall be entered against
any Loan Party or any of their respective Subsidiaries decreeing a
dissolution or split-up of any Loan Party or any of their respective
Subsidiaries, and such order shall remain undischarged or unstayed for
a period in excess of 30 days; or

(l) There occurs one or more ERISA Events which singly or in
the aggregate results in liability to the Borrower or any ERISA
Affiliate in excess of $500,000; or there exists, as of any valuation
date for a Pension Plan, an excess of the actuarial present value
(determined on the basis of reasonable assumptions employed by the
independent actuary for such Pension Plan) of the benefit liabilities
(as defined in Section 4001(a)(16) of ERISA), whether or not vested
over the fair market value of the assets of such Pension Plan,
individually or in the aggregate for all Pension Plans (excluding for
purposes of such computation any Pension Plans with respect to which
there is no such excess) which exceeds $500,000; or

(m) Any Guaranty for any reason, other than the satisfaction
in full of all Obligations, ceases to be in full force and effect
(other than in accordance with its terms) or is declared to be null
and void, or any Loan Party denies that it has any further liability,
including without limitation with respect to future advances by the
Lenders, under any Loan Document to which it is a party, or gives
notice to such effect; or

(n) Any Security Document shall, at any time, cease to be in
full force and effect (other than by reason of a release of Collateral
in accordance with the terms thereof) or shall be declared null and
void, or the validity or enforceability thereof shall be contested by
any Loan Party or the Agent shall not have or cease to have a valid
and perfected first priority security interest in the Collateral other
than the

failure of the Agent or any Lender to take any action within its
control; or

(o) Any FCC License shall be (i) canceled, terminated or
finally denied renewal for any reason; or (ii) renewed on terms which
materially adversely affect the economic or commercial value or
usefulness thereof; or

(p) Any event having a Material Adverse Effect shall occur
and such default shall not have been remedied or waived within 30 days
after receipt by the Borrower of notice from any Lender or the Agent
of such default; or

(q) The Borrower or any of its Subsidiaries shall fail to
comply with the requirements of any FCC consent obtained to consummate
any acquisition; or

(r) Any of the following shall occur: (i) any Subsidiary of
the Borrower shall issue or have outstanding any Capital Stock (or any
security convertible into any of its Capital Stock) which is not
pledged to the Agent for the benefit of the Lenders in a manner
reasonably satisfactory to the Required Lenders; (ii) the Borrower or
a Subsidiary of the Borrower shall fail to own and control, of record
and beneficially, 100% of the issued and outstanding Capital Stock of
each License Subsidiary free and clear of all Liens (except Liens
created pursuant to the Borrower Pledge Agreement or the Subsidiaries
Pledge Agreement); (iii) Xxxxxx (or, after his death, collectively,
his heirs or estate or both) shall cease to own and control, of record
and beneficially, Capital Stock of the Borrower possessing the voting
power under normal circumstances to cast 51% or more of the total
votes entitled to be cast for the election of directors of the
Borrower and (iv) Xxxxxx (or, after his death, collectively, his heirs
or estate or both) shall no longer have the voting power or the
contractual right to elect a majority of the Borrower's directors;

then, and in any such event, (A) if such event is an Event of Default specified
in paragraphs (g), (h) or (i) of this Section with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon) and all other amounts owing under
this Agreement shall immediately become due and payable, and (B) if such event
is any other Event of Default, either or both of the following actions may be
taken: (i) with the consent of the Required Lenders, the Agent may, or upon
the request of the Required Lenders, the Agent shall, by notice to the Borrower
declare the Commitments to be terminated forthwith, whereupon the Commitments
shall immediately terminate; and (ii) with the consent of the Required Lenders,
the Agent may, or upon the request of the Required Lenders, the Agent shall, by
notice to the Borrower, declare the Loans hereunder (with accrued interest
thereon) and all other amounts owing under this Agreement to be due and payable
forthwith, whereupon the same shall immediately become due and payable. Except
as expressly provided

above in this Section, presentment, demand, protest and all other notices of
any kind are hereby expressly waived.

SECTION 8. THE AGENT

8.1 Appointment. Each Lender hereby irrevocably designates
and appoints the Agent as the agent of such Lender under this Agreement and the
other Loan Documents, and each such Lender irrevocably authorizes the Agent, in
such capacity, to take such action on its behalf under the provisions of this
Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Agent by the terms of this
Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, the Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the Agent.

8.2 Delegation of Duties. The Agent may execute any of its
duties under this Agreement and the other Loan Documents by or through agents
or attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. The Agent shall not be responsible for the
negligence or misconduct of any agents or attorneys in-fact selected by it with
reasonable care.

8.3 Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall
be (i) liable for any action lawfully taken or omitted to be taken by it or
such Person under or in connection with this Agreement or any other Loan
Document (except for its or such Person's own gross negligence or willful
misconduct) or (ii) responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower or any
officer thereof contained in this Agreement or any other Loan Document or in
any certificate, report, statement or other document referred to or provided
for in, or received by the Agent under or in connection with, this Agreement or
any other Loan Document or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other Loan Document or
for any failure of the Borrower to perform its obligations hereunder or
thereunder. The Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, this Agreement or any other Loan
Document, or to inspect the properties, books or records of the Borrower.

8.4 Reliance by the Agent. The Agent shall be entitled to
rely, and shall be fully protected in relying, upon any Note, writing,
resolution, notice, consent, certificate, affidavit,

letter, telecopy, telex or teletype message, statement, order or other document
or conversation believed by it to be genuine and correct and to have been
signed, sent or made by the proper Person or Persons and upon advice and
statements of legal counsel (including, without limitation, counsel to the
Borrower), independent accountants and other experts selected by the Agent.
The Agent may deem and treat the payee of any Note as the owner thereof for all
purposes unless a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Agent. The Agent shall be fully justified in
failing or refusing to take any action under this Agreement or any other Loan
Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate or it shall first be indemnified to
its satisfaction by the Lenders against any and all liability and expense which
may be incurred by it by reason of taking or continuing to take any such
action. The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement and the other Loan Documents in
accordance with a request of the Required Lenders, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and all future holders of the Loans.

8.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless the Agent has received notice from a Lender or the Borrower
referring to this Agreement, describing such Default or Event of Default and
stating that such notice is a "notice of default". In the event that the Agent
receives such a notice, the Agent shall give notice thereof to the Lenders.
The Agent shall take such action with respect to such Default or Event of
Default as shall be reasonably directed by the Required Lenders; provided that
unless and until the Agent shall have received such directions, the Agent may
(but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem
advisable in the best interests of the Lenders.

8.6 Non-Reliance on the Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereinafter
taken, including any review of the affairs of the Borrower, shall be deemed to
constitute any representation or warranty by the Agent to any Lender. Each
Lender represents to the Agent that it has, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, operations, property, financial and other condition and
creditworthiness of the Borrower and made its own decision to make its Loans
hereunder and enter into this Agreement. Each Lender also represents that it
will, independently and without reliance upon the 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 analysis, appraisals and decisions in
taking or not taking action

under this Agreement and the other Loan Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Borrower. Except for notices, reports and other documents expressly required
to be furnished to the Lenders by the Agent hereunder, the Agent shall not have
any duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, property, condition (financial
or otherwise), prospects or creditworthiness of the Borrower which may come
into the possession of the Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or Affiliates.

8.7 Indemnification. The Lenders agree to indemnify the
Agent in its capacity as such (to the extent not reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), ratably according to
their respective Commitment Percentages in effect on the date on which
indemnification is sought (or, if indemnification is sought after the date upon
which the Commitments shall have terminated and the Loans shall have been paid
in full, ratably in accordance with their Commitment Percentages immediately
prior to such date), from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind whatsoever which may at any time (including, without
limitation, at any time following the payment of the Loans) be imposed on,
incurred by or asserted against the Agent in any way relating to or arising out
of, the Commitments, this Agreement, any of the other Loan Documents or any
documents contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from the Agent's gross negligence or willful
misconduct. The agreements in this subsection shall survive the payment of the
Loans and all other amounts payable hereunder.

8.8 The Agent in Its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Borrower as though the Agent were not the Agent
hereunder and under the other Loan Documents. With respect to the Loans made
by it, the Agent shall have the same rights and powers under this Agreement and
the other Loan Documents as any Lender and may exercise the same as though it
were not the Agent, and the terms "Lender" and "Lenders" shall include the
Agent in its individual capacity.

8.9 Successor the Agent. The Agent may resign as the Agent
upon 10 days' notice to the Lenders and the Agent may be removed at any time
with or without cause by an instrument or concurrent instruments in writing
delivered to the Borrower and Agent and signed by Required Lenders. If the
Agent shall resign or be removed as the Agent under this Agreement and the
other Loan

Documents, then the Required Lenders shall appoint from among the Lenders a
successor agent for the Lenders, which successor agent shall be approved by the
Borrower, whereupon such successor agent shall succeed to the rights, powers
and duties of the Agent, and the term "the Agent" shall mean such successor
agent effective upon such appointment and approval, and the former the Agent's
rights, powers and duties as the Agent shall be terminated, without any other
or further act or deed on the part of such former the Agent or any of the
parties to this Agreement or any holders of the Loans. After any retiring the
Agent's resignation as the Agent, the provisions of this Section 8 shall inure
to its benefit as to any actions taken or omitted to be taken by it while it
was the Agent under this Agreement and the other Loan Documents.

SECTION 9. MISCELLANEOUS

9.1 Amendments and Waivers. Neither this Agreement nor any
other Loan Document, nor any terms hereof or thereof may be amended,
supplemented or modified except in accordance with the provisions of this
subsection. The Required Lenders may, or, with the written consent of the
Required Lenders, the Agent may, from time to time, (a) enter into with the
Borrower written amendments, supplements or modifications hereto and to the
other Loan Documents for the purpose of adding any provisions to this Agreement
or the other Loan Documents or changing in any manner the rights of the Lenders
or of the Borrower hereunder or thereunder or (b) waive, on such terms and
conditions as the Required Lenders or the Agent, as the case may be, may
specify in such instrument, any of the requirements of this Agreement or the
other Loan Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or
modification shall (i) reduce the amount or extend the scheduled date of
maturity of any scheduled payment of any Loan or of any scheduled installment
thereof, or reduce the stated rate of any interest or fee payable hereunder or
extend the scheduled date of any payment thereof or increase the aggregate
amount or extend the expiration date of any Lender's Commitments, in each case
without the consent of each Lender affected thereby, or (ii) amend, modify or
waive any provision of this subsection or reduce the percentage specified in
the definition of Required Lenders, or consent to the assignment or transfer by
the Borrower of any of its rights and obligations under this Agreement and the
other Loan Documents or release all or substantially all of the Collateral or
any material Subsidiary from the Subsidiaries Guarantee, in each case except in
connection with any Asset Sale permitted by subsection 6.7, and in each case
without the written consent of all the Lenders, or (iii) amend, modify or waive
any provision of Section 8 without the written consent of the then the Agent.
Any such waiver and any such amendment, supplement, modification or release
shall apply equally to each of the Lenders and shall be binding upon the
Borrower, the Lenders, the Agent and all future holders of the Loans. In the
case of any waiver, the Borrower, the Lenders and the Agent shall be restored
to their former positions and rights hereunder and under the other Loan
Documents, and any Default or

Event of Default waived shall be deemed to be cured and not continuing; no such
waiver shall extend to any subsequent or other Default or Event of Default or
impair any right consequent thereon.

9.2 Notices. All notices, requests and demands to or upon
the respective parties hereto to be effective shall be in writing (including by
facsimile transmission) and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made (a) in the case of delivery by hand,
when delivered, (b) in the case of delivery by mail, three days after being
deposited in the mails, postage prepaid, or (c) in the case of delivery by
facsimile transmission, when sent and receipt has been confirmed, addressed as
follows in the case of the Borrower and the Agent, and as set forth in Schedule
1.1A in the case of the other parties hereto, or to such other address as may
be hereafter notified by the respective parties hereto:

The Borrower: Xxxxxx Communications Corporation
000 Xxxxxxxxxx Xxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Attention: Xxxxxx Tek
Fax: 000-000-0000
with a copy to Xxxxxxx Xxxxxxxx at the foregoing
address

The Agent: Union Bank
000 Xxxxx Xxxxxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: Xxxxxxxxx X. Xxxx
Fax: 000-000-0000
with a copy to Xxxxxxx Xxxxx at the foregoing address

provided that any notice, request or demand to or upon the Agent or the Lenders
pursuant to subsection 2.2, 2.5, 2.6, 2.7, 2.12 or 9.6 shall not be effective
until received.

9.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Agent or any Lender, any right,
remedy, power or privilege hereunder or under the other Loan Documents shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege. The rights, remedies, powers and privileges herein provided are
cumulative and not exclusive of any rights, remedies, powers and privileges
provided by law.

9.4 Survival of Representations and Warranties. All
representations and warranties made hereunder, in the other Loan Documents and
in any document, certificate or statement delivered pursuant hereto or in
connection herewith shall survive the execution and delivery of this Agreement
and the making of the Loans hereunder.

9.5 Payment of Expenses and Taxes. The Borrower agrees (a)
to pay or reimburse the Agent for all its reasonable out-of-pocket costs and
expenses incurred in connection with the development, preparation and execution
of, and any amendment, supplement or modification to, this Agreement and the
other Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Agent, (b) to pay or reimburse each
Lender and the Agent for all its costs and expenses incurred in connection with
the enforcement or preservation of any rights under this Agreement, the other
Loan Documents and any such other documents, including, without limitation, the
fees and disbursements of counsel (including the allocated fees and expenses of
in-house counsel) to each Lender and of counsel to the Agent, (c) to pay,
indemnify, and hold each Lender and the Agent harmless from, any and all
recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise and other taxes (which are
Non-Excluded Taxes), if any, which may be payable or determined to be payable
in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Loan Documents and any such other documents, and (d)
to pay, indemnify, and hold each Lender and the Agent harmless from and against
any and all other liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever with respect to the execution, delivery, enforcement,
performance and administration of this Agreement, the other Loan Documents and
any such other documents, including, without limitation, any of the foregoing
relating to the violation of, noncompliance with or liability under, any
Environmental Law applicable to the operations of the Borrower, any of its
Subsidiaries or any of its properties or assets (all the foregoing in this
clause (d), collectively, the "indemnified liabilities"), provided, that the
Borrower shall have no obligation under this subsection 9.5 to the Agent or any
Lender with respect to indemnified liabilities arising from the gross
negligence or willful misconduct of the Agent or any such Lender. The
agreements in this subsection shall survive repayment of the Loans and all
other amounts payable hereunder.

9.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Agent and their respective successors and assigns,
except that the Borrower may not assign or transfer any of its rights or
obligations under this Agreement without the prior written consent of each
Lender.

(b) Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time sell to one
or more banks or other entities ("Participants") participating interests in any
Loan owing to such Lender, any Commitment of such Lender or any other interest
of such

Lender hereunder and under the other Loan Documents. In the event of any such
sale by a Lender of a participating interest to a Participant, such Lender's
obligations under this Agreement to the other parties to this Agreement shall
remain unchanged, such Lender shall remain solely responsible for the
performance thereof, such Lender shall remain the holder of any such Loan for
all purposes under this Agreement and the other Loan Documents, and the
Borrower and the Agent shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this
Agreement and the other Loan Documents. The Borrower agrees that if amounts
outstanding under this Agreement are due or unpaid, or shall have been declared
or shall have become due and payable upon the occurrence of an Event of
Default, each Participant shall, to the maximum extent permitted by applicable
law, be deemed to have the right of setoff in respect of its participating
interest in amounts owing under this Agreement to the same extent as if the
amount of its participating interest were owing directly to it as a Lender
under this Agreement, provided that, in purchasing such participating interest,
such Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in subsection 9.7(a) as fully as if it were a
Lender hereunder. The Borrower also agrees that each Participant shall be
entitled to the benefits of subsections 2.14, 2.15, 2.16 with respect to its
participation in the Commitments and the Loans outstanding from time to time as
if it was a Lender; provided that, in the case of subsection 2.15, such
Participant shall have complied with the requirements of said subsection and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such subsection than the transferor Lender would have
been entitled to receive in respect of the amount of the participation
transferred by such transferor Lender to such Participant had no such transfer
occurred.

(c) Any Lender may, in the ordinary course of its commercial
banking business and in accordance with applicable law, at any time and from
time to time assign to any Lender or any affiliate thereof or, with the consent
of the Borrower and the Agent (which in each case shall not be unreasonably
withheld), to an additional bank or financial institution ("an Assignee") all
or any part of its rights and obligations under this Agreement and the other
Loan Documents pursuant to an Assignment and Acceptance, substantially in the
form of Exhibit H, executed by such Assignee, such assigning Lender (and, in
the case of an Assignee that is not then a Lender or an affiliate thereof, by
the Borrower and the Agent) and delivered to the Agent for its acceptance and
recording in the Register provided that (i) no such assignment to an Assignee
(other than any Lender or any affiliate thereof) shall be in an aggregate
principal amount of less than $5,000,000 (other than in the case of an
assignment of all of a Lender's interests under this Agreement) and (ii) after
giving effect to any such assignment (other than an assignment of all of a
Lender's interests under this Agreement), the assigning Lender (together with
any Lender which is an affiliate of such assigning Lender) shall retain Loans
and/or Commitments aggregating not less than $5,000,000. Upon such execution,
delivery, acceptance and recording, from and after the

effective date determined pursuant to such Assignment and Acceptance, (x) the
Assignee thereunder shall be a party hereto and, to the extent provided in such
Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with a Commitment as set forth therein, and (y) the assigning Lender
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto). Notwithstanding any provision of this
paragraph (c) and paragraph (e) of this subsection, the consent of the Borrower
shall not be required, and, unless requested by the Assignee and/or the
assigning Lender, new Notes shall not be required to be executed and delivered
by the Borrower, for any assignment which occurs at any time when any of the
events described in paragraphs (g), (h) or (i) of Section 7 shall have occurred
and be continuing.

(d) The Agent, on behalf of the Borrower, shall maintain at
the address of the Agent referred to in subsection 9.2 a copy of each
Assignment and Acceptance delivered to it and a register (the "Register") for
the recordation of the names and addresses of the Lenders and the Commitments
of, and principal amounts of the Loans owing to, each Lender from time to time.
The entries in the Register shall be conclusive, in the absence of manifest
error, and the Borrower, the Agent and the Lenders may (and, in the case of any
Loan or other obligation hereunder not evidenced by a Note, shall) treat each
Person whose name is recorded in the Register as the owner of a Loan or other
obligation hereunder as the owner thereof for all purposes of this Agreement
and the other Loan Documents, notwithstanding any notice to the contrary. Any
assignment of any Loan or other obligation hereunder not evidenced by a Note
shall be effective only upon appropriate entries with respect thereto being
made in the Register. The Register shall be available for inspection by the
Borrower or any Lender at any reasonable time and from time to time upon
reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof, by the Borrower and the Agent)
together with payment by such Lender or Assignee to the Agent of a registration
and processing fee of $2,500 the Agent shall (i) promptly accept such
Assignment and Acceptance and (ii) on the effective date determined pursuant
thereto record the information contained therein in the Register and give
notice of such acceptance and recordation to the Lenders and the Borrower.

(f) The Borrower authorizes each Lender to disclose to any
Participant or Assignee that agrees to be bound by the terms and conditions of
subsection 9.15 (each, a "Transferee") and any prospective Transferee any and
all financial information in such Lender's possession concerning the Borrower
and its Affiliates which has been delivered to such Lender by or on behalf of
the Borrower pursuant to this Agreement or which has been delivered to

such Lender by or on behalf of the Borrower in connection with such Lender's
credit evaluation of the Borrower and its Affiliates prior to becoming a party
to this Agreement.

(g) For avoidance of doubt, the parties to this Agreement
acknowledge that the provisions of this subsection concerning assignments of
Loans and Notes relate only to absolute assignments and that such provisions do
not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by a Lender of any Loan or Note to any
Federal Reserve Bank in accordance with applicable law.

9.7 Adjustments; Set-off. (a) If any Lender (a "benefitted
Lender") shall at any time receive any payment of all or part of its Loans, or
interest thereon, or receive any collateral in respect thereof (whether
voluntarily or involuntarily, by set-off, pursuant to events or proceedings of
the nature referred to in paragraphs (g), (h) or (i) of Section 7, or
otherwise), in a greater proportion than any such payment to or collateral
received by any other Lender, if any, in respect of such other Lender's Loans,
or interest thereon, such benefitted Lender shall purchase for cash from the
other Lenders a participating interest in such portion of each such other
Lender's Loan, or shall provide such other Lenders with the benefits of any
such collateral, or the proceeds thereof, as shall be necessary to cause such
benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders; provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from
such benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest.

(b) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder (whether at the stated maturity, by acceleration or
otherwise) to set-off and appropriate and apply against such amount any and all
deposits (general or special, time or demand, provisional or final), in any
currency, and any other credits, indebtedness or claims, in any currency, in
each case whether direct or indirect, absolute or contingent, matured or
unmatured, at any time held or owing by such Lender or any branch or agency
thereof to or for the credit or the account of the Borrower. Each Lender
agrees promptly to notify the Borrower and the Agent after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.

9.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts
(including by facsimile transmission), and all of said counterparts taken
together shall be deemed to constitute one and

the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Agent.

9.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

9.10 Integration. This Agreement and the other Loan
Documents represent the agreement of the Borrower, the Agent and the Lenders
with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Agent or any Lender relative
to subject matter hereof not expressly set forth or referred to herein or in
the other Loan Documents.

9.11 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

9.12 Submission To Jurisdiction; Waivers. The Borrower
hereby irrevocably and unconditionally:

(a) submits for itself and its property in any legal action
or proceeding relating to this Agreement and the other Loan Documents
to which it is a party, or for recognition and enforcement of any
judgement in respect thereof, to the non-exclusive general
jurisdiction of the Courts of the State of New York, the courts of the
United States of America for the Southern District of New York, and
appellate courts from any thereof;

(b) consents that any such action or proceeding may be
brought in such courts and waives any objection that it may now or
hereafter have to the venue of any such action or proceeding in any
such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or
proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage
prepaid, to the Borrower at its address set forth in subsection 9.2 or
at such other address of which the Agent shall have been notified
pursuant thereto;

(d) agrees that nothing herein shall affect the right to
effect service of process in any other manner permitted by law or
shall limit the right to xxx in any other jurisdiction; and

(e) waives, to the maximum extent not prohibited by law, any
right it may have to claim or recover in any legal action

or proceeding referred to in this subsection any special, exemplary,
punitive or consequential damages.

9.13 Acknowledgements. The Borrower hereby acknowledges
that:

(a) it has been advised by counsel in the negotiation,
execution and delivery of this Agreement and the other Loan Documents;

(b) neither the Agent nor any Lender has any fiduciary
relationship with or duty to the Borrower arising out of or in
connection with this Agreement or any of the other Loan Documents, and
the relationship between the Agent and the Lenders, on one hand, and
the Borrower, on the other hand, in connection herewith or therewith
is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan
Documents or otherwise exists by virtue of the transactions
contemplated hereby among the Lenders or among the Borrower and the
Lenders.

9.14 WAIVERS OF JURY TRIAL. THE BORROWER, THE AGENT AND THE
LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN ANY LEGAL
ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND
FOR ANY COUNTERCLAIM THEREIN.

9.15 Confidentiality. Each Lender agrees to keep
confidential all non-public information provided to it by the Borrower pursuant
to this Agreement that is designated by the Borrower in writing as
confidential; provided that nothing herein shall prevent any Lender from
disclosing any such information (i) to the Agent or any other Lender, (ii) to
any Transferee, (iii) to its employees, directors, agents, attorneys,
accountants and other professional advisors, (iv) upon the request or demand of
any Governmental Authority having jurisdiction over such Lender, (v) in
response to any order of any court or other Governmental Authority or as may
otherwise be required pursuant to any Requirement of Law, (vi) which has been
publicly disclosed other than in breach of this Agreement, or (vii) in
connection with the exercise of any remedy hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

XXXXXX COMMUNICATIONS CORPORATION

By:/s/ Xxxxxx Tek
------------------------------
Title: Treasurer

UNION BANK,
as the Agent and as a Lender

By:/s/ Xxxx Xxxxx
------------------------------
Title: Senior Vice President

THE BANK OF NEW YORK

By:/s/ Xxxxxx X. Xxxx Xx.
------------------------------
Title: Senior Vice President

CIBC, INC.

By:/s/ Xxxxxx X. Xxxxxxxx
------------------------------
Title: Director

THE FIRST NATIONAL BANK OF BOSTON

By:/s/ Xxxx X. Xxxxxxx
------------------------------
Title: Vice President

FIRST UNION NATIONAL BANK OF NORTH CAROLINA

By:/s/ Xxxxx X. Xxxxxx
------------------------------
Title: Senior Vice President

Schedule 1.1B

Applicable Margin
-----------------

Eurodollar Base Rate
---------- ---------

Closing Date -- Closing Date --
15 Month Anniversary of 15 Month Anniversary of
Leverage Ratio the Closing Date Thereafter the Closing Date Thereafter
-------------- ---------------- ---------- ---------------- ----------

>6.00x 3.25% 2.75% 2.00% 1.50%
-
>5.50x<6.00x 3.00% 2.50% 1.75% 1.25%
-
>5.00x<5.50x 2.50% 2.00% 1.25% 0.75%
-
>4.50x<5.00x 2.25% 1.75% 1.00% 0.50%
-
>4.00x<4.50x 2.00% 1.50% 0.75% 0.25%
-
<4.00x 1.75% 1.25% 0.50%

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Table of Contents

EXHIBIT 10.59 CREDIT AGREEMENT

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