EXHIBIT 10.2(2) CREDIT AGREEMENT

EXHIBIT 10.2(2)

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CREDIT AGREEMENT

dated as of
January 31, 1997

among

A. H. BELO CORPORATION
as Borrower,

The Lenders Party Hereto,

TEXAS COMMERCE BANK NATIONAL ASSOCIATION
as Administrative Agent,

THE CHASE MANHATTAN BANK,
as Competitive Advance Facility Agent

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
BANK OF TOKYO-MITSUBISHI, LTD.
as Co-Syndication Agents

NATIONSBANK
as Documentation Agent

FIVE YEAR
$1,500,000,000 REVOLVING CREDIT AND COMPETITIVE ADVANCE FACILITY

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TABLE OF CONTENTS

Page
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ARTICLE I

Definitions
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SECTION 1.01. Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Classification of Loans and Borrowings . . . . . . . . . . . . . . 14
SECTION 1.03. Terms Generally . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE II

The Credits
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SECTION 2.01. Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 2.02. Loans and Borrowings . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.03. Requests for Revolving Borrowings . . . . . . . . . . . . . . . . . 16
SECTION 2.04. Competitive Bid Procedure . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.05. Funding of Borrowings . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.06. Interest Elections . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.07. Termination and Reduction of Commitments . . . . . . . . . . . . . 21
SECTION 2.08. Repayment of Loans; Evidence of Debt . . . . . . . . . . . . . . . 22
SECTION 2.09. Prepayment of Loans . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 2.10. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 2.11. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 2.12. Alternate Rate of Interest . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.13. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 2.14. Break Funding Payments . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.15. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs . . . . 28
SECTION 2.17. Mitigation Obligations; Replacement of Lenders . . . . . . . . . . 29
SECTION 2.18 Extension of Maturity Date . . . . . . . . . . . . . . . . . . . . 30

ARTICLE III

Representations and Warranties
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SECTION 3.01. Organization; Powers . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 3.02. Authorization; Enforceability . . . . . . . . . . . . . . . . . . . 31
SECTION 3.03. Governmental Approvals; No Conflicts . . . . . . . . . . . . . . . 31
SECTION 3.04. Financial Condition; No Material Adverse Change . . . . . . . . . 32
SECTION 3.05. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 3.06. Litigation and Environmental Matters . . . . . . . . . . . . . . . 32
SECTION 3.07. Compliance with Laws and Agreements . . . . . . . . . . . . . . . . 33
SECTION 3.08. Certain Legal Matters . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.09. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 3.10. ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33

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SECTION 3.11. Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 3.12. Acquisition of The Providence Journal Company . . . . . . . . . . . 34

ARTICLE IV

Conditions
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SECTION 4.01. Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 4.02. Each Credit Event . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE V

Affirmative Covenants
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SECTION 5.01. Financial Statements and Other Information . . . . . . . . . . . . 36
SECTION 5.02. Notices of Material Events . . . . . . . . . . . . . . . . . . . . 37
SECTION 5.03. Existence; Conduct of Business . . . . . . . . . . . . . . . . . . 38
SECTION 5.04 Payment of Obligations . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.05. Maintenance of Properties; Insurance . . . . . . . . . . . . . . . 38
SECTION 5.06. Books and Records; Inspection Rights . . . . . . . . . . . . . . . 38
SECTION 5.07. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.08. Use of Proceeds . . . . . . . . . . . . . . . 39

ARTICLE VI

Negative Covenants
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SECTION 6.01. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 6.02. Fundamental Changes . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 6.03. Transactions with Affiliates . . . . . . . . . . . . . . . . . . . 39
SECTION 6.04. Restrictive Agreements . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.05. Leverage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 6.06. Interest Coverage . . . . . . . . . . . . . . . . . . . . . . . . . 40

ARTICLE VII

Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . 40
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ARTICLE VIII

The Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
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ARTICLE IX

Miscellaneous
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SECTION 9.01 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 9.02 Waivers, Amendments . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 9.03 Expenses; Indemnity; Damage Waiver . . . . . . . . . . . . . . . . 46
SECTION 9.04 Successors & Assigns . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 9.05 Survival . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 9.06 Counterparts; Integration; Effectiveness . . . . . . . . . . . . . 50
SECTION 9.07 Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 9.08 Right of Setoff . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 9.09 Governing Law; Jurisdiction; Consent to
Service of Process . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 9.10 Waiver of Jury Trial . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 9.11 Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 9.12 Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 9.13 Interest Rate Limitations . . . . . . . . . . . . . . . . . . . . . 52

Exhibits and Schedules
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Exhibit A Form of Assignment and Acceptance
Exhibit B-1 Form of Opinion of Counsel -- General Counsel of A. H. Belo Corporation
Exhibit B-2 Form of Opinion of Counsel -- Xxxxx Xxxxxxx Rain Xxxxxxx
Exhibit B-3 Form of Opinion of Counsel -- Wiley, Rein & Fielding
Schedule 2.01 Commitments
Schedule 3.06 Litigation, Labor and Environmental Matters
Schedule 6.01 Liens
Schedule 6.05 Subordinated Debt

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CREDIT AGREEMENT dated as of January 31, 1997,
among A. H. BELO CORPORATION, the LENDERS party
hereto, THE CHASE MANHATTAN BANK, a New York banking
corporation ("Chase"), as Competitive Advance
Facility Agent (in such capacity, the "CAF Agent"),
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION and BANK OF TOKYO-MITSUBISHI, LTD., as
Co-Syndication Agents, NATIONSBANK OF TEXAS, N.A., as
Documentation Agent, and TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, as Administrative Agent (in such
capacity, the "Administrative Agent"; and, together
with the CAF Agent, the "Agents").

The Borrower (such term and each other capitalized term used but not
otherwise defined herein having the meaning assigned to it in Article I) has
requested the Lenders to extend credit in order to enable it to borrow on a
revolving credit basis on and after the date hereof and at any time and from
time to time prior to the Maturity Date a principal amount not to exceed
$1,500,000,000. The proceeds of such borrowings are to be used to finance a
portion of the cost of acquiring The Providence Journal Company (including
related refinancing of indebtedness and transaction costs) and for general
corporate purposes, including working capital, acquisitions, stock repurchases
and, if the Borrower shall so determine, commercial paper backup. Up to
$100,000,000 of the proceeds of such borrowings and the borrowings under the
364-day revolving credit and competitive advance facility established pursuant
to the credit agreement dated the date hereof among the Borrower, the Lenders
and the Agents may be used to fund the operations of AHN and TVFN. The
Borrower has also requested the Lenders to provide a procedure pursuant to
which the Lenders may be invited to bid on an uncommitted basis on short-term
borrowings by the Borrower. The Lenders are willing to extend such credit to
the Borrower on the terms and subject to the conditions herein set forth.

The parties hereto agree as follows:

ARTICLE I

Definitions

SECTION 1.01. Defined Terms. As used in this Agreement, the
following terms have the meanings specified below:

"ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

"Adjusted CD Rate" means, with respect to any CD Borrowing for any
Interest Period, an interest rate per annum (rounded upwards, if necessary, to
the next 1/100 of 1%) equal to the sum of (a) the Fixed CD Rate for such
Interest Period multiplied by the Statutory Reserve Rate, plus (b) the
Assessment Rate.

"Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded
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upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for
such Interest Period multiplied by (b) the Statutory Reserve Rate.

"Administrative Agent" means Texas Commerce Bank National Association,
as administrative agent for the Lenders hereunder.

"Administrative Questionnaire" means an Administrative Questionnaire
in a form supplied by the Administrative Agent.

"Affiliate" means, when used with respect to a specified Person,
another Person that directly, or indirectly through one or more intermediaries,
Controls or is Controlled by or is under common Control with the Person
specified.

"AHN" means America's Health Network, a subsidiary of The Providence
Journal Company.

"Alternate Base Rate" means, for any day, a rate per annum equal to
the greatest of (a) the Prime Rate in effect on such day, (b) the Base CD Rate
in effect on such day plus 1% and (c) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%. Any change in the Alternate Base Rate due
to a change in the Prime Rate, the Base CD Rate or the Federal Funds Effective
Rate shall be effective from and including the effective date of such change in
the Prime Rate, the Base CD Rate or the Federal Funds Effective Rate,
respectively.

"Applicable Percentage" means, with respect to any Eurodollar Loan
(other than any Eurodollar Competitive Loan) or CD Loan or with respect to the
facility fees referred to in Section 2.10(a), as the case may be, the
applicable percentage set forth in the table below under the caption
"Eurodollar Spread", "CD Spread" or "Facility Fee Percentage", as the case may
be, based upon the ratio of Funded Debt to Pro Forma Operating Cash Flow as of
the end of and for the most recent period of four consecutive fiscal quarters
for which financial statements of the Borrower are required to have been
delivered under Section 5.01(a) or (b), whether or not financial statements in
respect of any subsequent period shall have been delivered:

Facility Fee Eurodollar Spread CD Spread
------------ ----------------- ---------
Ratio Percentage
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Category 1 Below 3.0 to 1.0 0.0700% 0.1550% 0.2800%
Category 2 At least 3.0 to 1.0 but below
3.5 to 1.0 0.080% 0.1700% 0.2950%
Category 3 At least 3.5 to 1.0 but below
4.0 to 1.0 0.1000% 0.2250% 0.3500%
Category 4 At least 4.0 to 1.0 but below
4.5 to 1.0 0.1250% 0.2750% 0.4000%
Category 5 At least 4.5 to 1.0 but below
5.0 to 1.0 0.1500% 0.3500% 0.4750%
Category 6 Greater than or equal to 5.0 to
1.0 0.1875% 0.4375% 0.5625%

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At any time when financial statements required to have been delivered under
Section 5.01 (a) or (b) have not been delivered, the Applicable Percentage
shall be determined by reference to Category 6.

"Assessment Rate" means, for any day, the annual assessment rate in
effect on such day that is payable by a member of the Bank Insurance Fund
classified as "well-capitalized" and within supervisory subgroup "B" (or a
comparable successor risk classification) within the meaning of 12 C.F.R. Part
327 (or any successor provision) to the Federal Deposit Insurance Corporation
for insurance by such Corporation of time deposits made in dollars at the
offices of such member in the United States; provided that if, as a result of
any change in any law, rule or regulation, it is no longer possible to
determine the Assessment Rate as aforesaid, then the Assessment Rate shall be
such annual rate as shall be determined by the Administrative Agent to be
representative of the cost to the Lenders of such insurance.

"Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent
is required by Section 9.04), and accepted by the Administrative Agent, in the
form of Exhibit A or another form approved by the Administrative Agent.

"Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Maturity Date and the date
of termination of the Commitments.

"Base CD Rate" means the sum of (a) the Three-Month Secondary CD Rate
multiplied by the Statutory Reserve Rate plus (b) the Assessment Rate.

"Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

"Borrower" means A. H. Belo Corporation, a Delaware corporation.

"Borrowing" means (a) a group of Revolving Loans of the same Type and,
in the case of CD Loans or Eurodollar Loans, as to which a single Interest
Period is in effect, (b) a Competitive Loan or group of Competitive Loans of
the same Type made on the same date and as to which a single Interest Period is
in effect.

"Borrowing Request" means a request by the Borrower for a Revolving
Borrowing in accordance with Section 2.03.

"Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required by
law to remain closed; provided that, when used in connection with a Eurodollar
Loan, the term "Business Day" shall also exclude any day on which banks are not
open for dealings in dollar deposits in the London interbank market.

"CAF Agent" means The Chase Manhattan Bank as competitive advance
facility agent for the Lenders hereunder.
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"Capital Lease Obligations" of any Person means the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

"CD", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Adjusted CD Rate.

A "Change in Control" shall be deemed to have occurred if (a) any
person or group (within the meaning of Rule 13d-5 of the Securities Exchange
Act of 1934 as in effect on the date hereof) other than officers of the
Borrower and Continuing Directors shall own, directly or indirectly,
beneficially or of record, shares representing more than 50% of the aggregate
ordinary voting power represented by the issued and outstanding capital stock
of the Borrower; or (b) a majority of the seats (other than vacant seats) on
the board of directors of the Borrower shall at any time be occupied by persons
who are not Continuing Directors.

"Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender (or, for
purposes of Section 2.13, by any lending office of such Lender or by such
Lender's holding company, if any) with any law, rule or regulation, or any
guideline or directive (whether or not having the force of law) of any
Governmental Authority, or any request of any Governmental Authority with which
such Lender believes in good faith that it would be disadvantageous not to
comply, in each case made or issued after the date of this Agreement.

"Class", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans
or Competitive Loans.

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

"Commitment" means, with respect to each Lender, the commitment of
such Lender to make Revolving Loans hereunder, expressed as an amount
representing the maximum aggregate amount of such Lender's Revolving Credit
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.09 and (b) reduced or increased from time to time
pursuant to assignments by or to such Lender pursuant to Section 9.04. The
initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in
the Assignment and Acceptance pursuant to which such Lender shall have assumed
its Commitment, as applicable.
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"Competitive Bid" means an offer by a Lender to make a Competitive
Loan in accordance with Section 2.04.

"Competitive Bid Rate" means, with respect to any Competitive Bid, the
Margin or the Fixed Rate, as applicable, offered by the Lender making such
Competitive Bid.

"Competitive Bid Request" means a request by the Borrower for
Competitive Bids in accordance with Section 2.04.

"Competitive Loan" means a Loan made pursuant to Section 2.04.

"Continuing Directors" means (i) the members of the Board of Directors
of the Borrower on the date hereof and (ii) future members of such Board of
Directors who were nominated or appointed by a majority of the Continuing
Directors at the date of their nomination or appointment.

"Control" means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative thereto.

"Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

"Disclosed Matters" means the actions, suits and proceedings, labor
controversies and the environmental matters disclosed in Schedule 3.06. The
disclosure of information in Schedule 3.06 or in any other schedule or exhibit
to this Agreement shall not constitute an admission by the Borrower that such
information is material for any purpose, including applicable securities laws,
other than this Agreement and the transactions provided for herein.

"dollars" or "$" refers to lawful money of the United States of
America.

"Effective Date" means the date on which the conditions specified in
Section 4.01 are satisfied (or waived in accordance with Section 9.02).

"Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material or to health and safety matters.

"Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation,
fines, penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon
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(a) violation of any Environmental Law, (b) the generation, use, handling,
transportation, storage, treatment or disposal of any Hazardous Materials, (c)
exposure to any Hazardous Materials, (d) the release or threatened release of
any Hazardous Materials into the environment or (e) any contract, agreement or
other consensual arrangement pursuant to which liability is assumed or imposed
with respect to any of the foregoing.

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

"ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

"ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder, with respect to a Plan; (b)
the existence with respect to any Plan of an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan; (d) the incurrence of any liability under Title IV of
ERISA with respect to the termination of any Plan or the withdrawal or partial
withdrawal of the Borrower or any of its ERISA Affiliates from any Plan or
Multiemployer Plan; (e) the receipt by the Borrower or any ERISA Affiliate from
the PBGC or a plan administrator of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; or
(f) the receipt by the Borrower or any ERISA Affiliate of any notice concerning
the imposition of Withdrawal Liability or a determination that a Multiemployer
Plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA.

"Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate (or, in
the case of a Competitive Loan, the LIBO Rate).

"Event of Default" has the meaning assigned to such term in Article
VII.

"Excluded Taxes" means, with respect to the Administrative Agent, any
Lender or any other recipient of any payment to be made by or on account of any
obligation of the Borrower hereunder, (a) income or franchise taxes imposed on
(or measured by) its net income by the jurisdiction under the laws of which it
is organized, or the jurisdiction in which its principal office is located or,
in the case of any Lender, in which its applicable lending office is located,
(b) any branch profits taxes imposed by the United States of America or any
similar tax imposed by any other jurisdiction in which the Borrower is located
and (c) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 2.17(b)), any U.S. Federal withholding
tax imposed on amounts payable
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to such Foreign Lender under this Agreement because of its failure or inability
to comply with Section 2.15(e) or for any other reason, unless (and to the
extent that) (i) such withholding tax liability arises or is increased by
reason of a Change in Law occurring after such Foreign Lender becomes a Lender
under this Agreement or (ii) such Foreign Lender's assignor (if any) was
entitled, at the time of assignment, to receive additional amounts from the
Borrower with respect to such withholding tax liability pursuant to Section
2.15(a).

"FCC" means the Federal Communications Commission and any successors
thereto.

"Federal Funds Effective Rate" means, for any day, the weighted
average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates
on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers, as published on the next succeeding
Business Day by the Federal Reserve Bank of New York, or, if such rate is not
so published for any day that is a Business Day, the average (rounded upwards,
if necessary, to the next 1/100 of 1%) of the quotations for the day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

"Film Contracts" mean contracts or agreements with suppliers which
provide the right to broadcast certain specified film or video tape motion
pictures.

"Financial Officer" means the chief financial officer, vice president
of finance, principal accounting officer, treasurer or controller of the
Borrower.

"Fixed CD Rate" means, with respect to any CD Borrowing for any
Interest Period, the arithmetic average (rounded upwards, if necessary, to the
next 1/100 of 1%) of the prevailing rates per annum bid at or about 10:00 a.m.,
New York City time, to the Administrative Agent on the first Business Day of
such Interest Period by three negotiable certificate of deposit dealers of
recognized standing selected by the Administrative Agent for the purchase at
face value of negotiable certificates of deposit of major United States money
center banks in a principal amount of $5,000,000 and with a maturity comparable
to such Interest Period.

"Fixed Rate" means, with respect to any Competitive Loan bearing
interest at a fixed rate, the fixed rate of interest per annum specified by the
Lender making such Competitive Loan in its related Competitive Bid.

"Fixed Rate Loan" means a Competitive Loan bearing interest at a Fixed
Rate.

"Foreign Lender" means any Lender that is organized under the laws of
a jurisdiction other than that in which the Borrower is located. For purposes
hereof, the United States of America and each State thereof shall be
considered to constitute a single jurisdiction.

"Funded Debt" means without duplication, all Indebtedness, other than
short-term obligations under Film Contracts.
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"GAAP" means generally accepted accounting principles in the United
States of America consistently applied.

"Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

"Guarantee" means any agreement by which the Borrower or any
Subsidiary assumes, guarantees, endorses, contingently agrees to purchase or
provide funds for the payment of, or otherwise becomes liable upon, the
obligation of another Person, or agrees to maintain the net worth or working
capital or other financial condition of any other Person or otherwise assure
any creditor of such other Person against loss, but shall not include typical
and customary indemnifications, representations and warranties made in
connection with purchases and sales of property or issuances of securities.

"Hedging Agreement" means any interest rate protection agreement,
foreign currency exchange agreement, commodity price protection agreement or
other interest or currency exchange rate or commodity price hedging
arrangement.

"Hazardous Materials" means all explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law.

"Indebtedness" means, without duplication, the Borrower's and each
Subsidiary's (a) obligations for borrowed money, (b) obligations representing
the deferred purchase price of property (including, without limitation, under
Film Contracts) other than accounts payable arising in connection with the
purchase of inventory in the ordinary course of business, (c) obligations,
whether or not assumed, secured by Liens on or payable out of the proceeds or
production from property now or hereafter owned or acquired by the Borrower or
any Subsidiary, (d) obligations created under any conditional purchase or other
title retention agreements, (e) Capital Lease Obligations, letters of credit,
bonds or similar instruments, bankers' acceptances, (f) obligations under
Guarantees; provided, however, that Indebtedness shall not include obligations
of the Borrower or any Subsidiary incurred in connection with the
self-insurance program or employee benefit plans and programs of the Borrower
or the Subsidiaries, and (g) obligations to make payments that would be
required to be made in the event of an early termination, on the date
Indebtedness of the Borrower or any Subsidiary is being determined, in respect
of outstanding Hedging Agreements.

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Interest Coverage Ratio" means the ratio of Pro Forma Operating Cash
Flow to Interest Expense.
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"Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing in accordance with Section 2.06.

"Interest Expense" means, with respect to the Borrower and the
Subsidiaries for any period, the interest expense of the Borrower and the
Subsidiaries determined on a consolidated basis in accordance with GAAP,
including, without limitation, (a) the amortization of debt discounts, (b) the
amortization of all fees (including, without limitation, fees with respect to
interest rate protection agreements) payable in connection with the incurrence
of Indebtedness and (c) the portion of any Capital Lease Obligation allocable
to interest expense.

"Interest Payment Date" means (a) with respect to any ABR Loan, the
last day of each March, June, September and December, (b) with respect to any
CD or Eurodollar Loan, the last day of the Interest Period applicable to the
Borrowing of which such Loan is a part and, in the case of a Eurodollar
Borrowing with an Interest Period of more than three months' duration or a CD
Borrowing with an Interest Period of more than 90 days' duration, each day
prior to the last day of such Interest Period that occurs at intervals of three
months' duration or 90 days' duration, as the case may be, after the first day
of such Interest Period, (c) with respect to any Fixed Rate Loan, the last day
of the Interest Period applicable to the Borrowing of which such Loan is a part
and, in the case of a Fixed Rate Borrowing with an Interest Period of more than
90 days' duration (unless otherwise specified in the applicable Competitive Bid
Request), each day prior to the last day of such Interest Period that occurs at
intervals of 90 days' duration after the first day of such Interest Period, and
any other dates that are specified in the applicable Competitive Bid Request as
Interest Payment Dates with respect to such Borrowing.

"Interest Period" means (a) with respect to any Eurodollar Borrowing,
the period commencing on the date of such Borrowing and ending on the
numerically corresponding day in the calendar month that is one, two, three or
six months thereafter, as the Borrower may elect, (b) with respect to any CD
Borrowing, the period commencing on the date of such Borrowing and ending 30,
60, 90, 180, 270 or 360 days thereafter, as the Borrower may elect, and (c)
with respect to any Fixed Rate Borrowing, the period (which shall not be less
than 1 day or more than 360 days) commencing on the date of such Borrowing and
ending on the date specified in the applicable Competitive Bid Request;
provided, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurodollar Borrowing that commences on the last
Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the last calendar month of such Interest Period) shall end
on the last Business Day of the last calendar month of such Interest Period.
For purposes hereof, the date of a Borrowing initially shall be the date on
which such Borrowing is made and, in the case of a Revolving Borrowing,
thereafter shall be
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the effective date of the most recent conversion or continuation of such
Borrowing.

"Lenders" means the Persons listed on Schedule 2.01 and any other
Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto
pursuant to an Assignment and Acceptance.

"LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is
not available at such time for any reason, then the "LIBO Rate" with respect to
such Eurodollar Borrowing for such Interest Period shall be the rate at which
dollar deposits of $5,000,000 and for a maturity comparable to such Interest
Period are offered to the principal London office of the Administrative Agent
or any Affiliate designated by the Administrative Agent in immediately
available funds in the London interbank market at approximately 11:00 a.m.,
London time, two Business Days prior to the commencement of such Interest
Period.

"Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

"Loans" means the loans made by the Lenders to the Borrower pursuant
to this Agreement.

"Margin" means, with respect to any Competitive Loan bearing interest
at a rate based on the LIBO Rate, the marginal rate of interest, if any, to be
added to or subtracted from the LIBO Rate to determine the rate of interest
applicable to such Loan, as specified by the Lender making such Loan in its
related Competitive Bid.

"Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations or condition, financial or otherwise, of the
Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower
to perform any of its obligations under this Agreement or (c) the rights of or
benefits available to the Lenders under this Agreement.

"Material Indebtedness" means Indebtedness (other than the Loans), of
any one or more of the Borrower and the Subsidiaries in a
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principal amount for any such Indebtedness in excess of $20,000,000 or in an
aggregate principal amount for all such Indebtedness in excess of $35,000,000.

"Maturity Date" means January 31, 2002, or any later date to which the
Maturity Date has been extended pursuant to Section 2.18.

"Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

"Operating Cash Flow" means, for the Borrower and its Subsidiaries for
any relevant period, on a consolidated basis, the sum of (i) earnings before
income taxes for such period (without taking into account extraordinary or
nonrecurring items), plus (ii) depreciation and amortization expense during
such period, plus (iii) Interest Expense actually incurred or accrued during
such period determined in accordance with GAAP; provided, however, that
Operating Cash Flow shall not include (i) any income or loss attributable to
any investment accounted for on the "equity" method of accounting or (ii) any
operating cash flow (positive or negative) attributable to AHN or TVFN.

"Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution or delivery of, or
otherwise with respect to, this Agreement.

"Participation Percentage" means, with respect to any Lender, the
percentage of the total Commitments represented by such Lender's Commitment.
If the Commitments have terminated or expired, the Participation Percentages
shall be determined based upon the Commitments most recently in effect, giving
effect to any assignments.

"Permitted Liens" means (a) Liens for Taxes not yet due and payable,
mechanic's Liens and materialman's, shipper's or warehouseman's Liens for
services or materials and landlord's Liens for rental amounts for which payment
is not yet due or which are being contested in good faith by appropriate
proceedings, (b) Liens securing any purchase money Indebtedness (including
Capital Lease Obligations relating to assets acquired after the date hereof) if
such Liens do not encumber any property other than the property for the
purchase of which such purchase money Indebtedness was incurred, (c) the
currently existing Liens described in Schedule 6.01 hereto, if any, and
renewals thereof, (d) pledges or deposits made to secure payment of worker's
compensation, unemployment insurance, pensions, or other social security
programs, (e) good-faith pledges or deposits made to secure performance of
bids, tenders, contracts (other than for the repayment of borrowed money), or
leases, or to secure statutory obligations, surety or appeal bonds, or
indemnity, performance, or other similar bonds in the ordinary course of
business, (f) encumbrances consisting of zoning restrictions, easements,
utility district assessments or other restrictions on the use of property, none
of which materially impairs the operation by the Borrower and the Subsidiaries
(taken as a
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whole) of their business, and none of which is violated by existing or proposed
structures or land use where such violation would materially impair the
operation by the Borrower and the Subsidiaries (taken as a whole) of their
business, (g) the following, if the validity or amount thereof is being
contested in good faith and by appropriate and lawful proceedings and so long
as levy and execution thereon have been stayed and continue to be stayed, or
they do not in the aggregate materially detract from the value of any material
assets or the operations of the Borrower and the Subsidiaries taken as a whole:
claims and Liens for Taxes due and payable; claims and Liens upon, and defects
of title to, property, including any attachment of property or other legal
process prior to adjudication of a dispute on the merits; and claims and Liens
of mechanics, materialmen, warehousemen, carriers, landlords, or other Liens;
judgment Liens; and (h) any Lien existing on any property or asset prior to
the acquisition thereof by the Borrower or any Subsidiary or existing on any
property or asset of any Person that becomes a Subsidiary after the date hereof
prior to the time the Person becomes a Subsidiary; provided that (i) such Lien
is not created in contemplation or connection with such acquisition or such
Person becoming a Subsidiary, as the case may be, (ii) such Lien shall not
apply to any other property or assets of the Borrower or any Subsidiary and
(iii) such Lien shall secure only those obligations which it secures on the
date of such acquisition or the date such Person becomes a Subsidiary, as the
case may be.

"PBGC" means the Pension Benefit Guarantee Corporation referred to and
Defined in ERISA.

"Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

"Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower
or any ERISA Affiliate is (or, if such plan were terminated, would under
Section 4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5)
of ERISA.

"Prime Rate" means the rate of interest per annum publicly announced
from time to time by Texas Commerce Bank National Association as its prime rate
in effect at its principal office in Dallas; each change in the Prime Rate
shall be effective from and including the date such change is publicly
announced as being effective.

"Prior Agreement" means the Borrower's credit agreement dated as of
July 31, 1996.

"Pro Forma Operating Cash Flow" means, for any relevant period,
Operating Cash Flow of the Borrower and its Subsidiaries on a consolidated
basis adjusted to include the Operating Cash Flow of any operating units or
entities acquired during such relevant period and to exclude the Operating Cash
Flow of any operating units or entities divested or sold during such relevant
period (in each case, as if the acquisition or divestiture had occurred at the
beginning of such relevant period).

"Register" has the meaning set forth in Section 9.04.
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"Required Lenders" means, at any time, Lenders having Revolving Credit
Exposures and unused Commitments representing more than 51% of the sum of the
total Revolving Credit Exposures and unused Commitments at such time; provided
that, for purposes of declaring the Loans to be due and payable pursuant to
Article VII, and for all purposes after the Loans become due and payable
pursuant to Article VII or the Commitments expire or terminate, the outstanding
Competitive Loans of the Lenders shall be included in their respective
Revolving Credit Exposures in determining the Required Lenders.

"Reportable Event" means any reportable event as defined by Section
4043 of ERISA and the regulations issued under such Section with respect to a
Plan (other than a Multiemployer Plan), excluding, however, such events as to
which the PBGC by regulation or by technical update waived the requirement of
Section 4043(a) of ERISA that it be notified within 30 days of the occurrence
of such event; provided that a failure to meet the minimum funding standard of
Section 412 of the Code and Section 302 of ERISA shall be a reportable event
regardless of the issuance of any waiver in accordance with Section 412(d) of
the Code.

"Revolving Credit Exposure" means, with respect to any Lender at any
time, the sum of the outstanding principal amounts of such Lender's Revolving
Loans at such time.

"Revolving Loan" means a Loan made pursuant to Section 2.03.

"Statutory Reserve Rate" means a fraction (expressed as a decimal),
the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including
any marginal, special, emergency or supplemental reserves) expressed as a
decimal established by the Board to which the Administrative Agent is subject
(a) with respect to the Adjusted CD Rate or the Base CD Rate, for new
negotiable nonpersonal time deposits in dollars of over $100,000 with
maturities approximately equal to (i) the applicable Interest Period, in the
case of the Adjusted CD Rate, and (ii) three months, in the case of the Base CD
Rate, and (b) with respect to the Adjusted LIBO Rate, for eurocurrency funding
(currently referred to as "Eurocurrency Liabilities" in Regulation D of the
Board). Such reserve percentages shall include those imposed pursuant to such
Regulation D. Eurodollar Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation D or any comparable regulation. The
Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage.

"Subordinated Debt" means Indebtedness of the Borrower for borrowed
money that satisfies the requirements set forth in Schedule 6.05 hereto.

"subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would
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be consolidated with those of the parent in the parent's consolidated financial
statements if such financial statements were prepared in accordance with GAAP
as of such date, as well as any other corporation, limited liability company,
partnership, association or other entity (a) of which securities or other
ownership interests representing more than 50% of the equity or more than 50%
of the ordinary voting power or, in the case of a partnership, more than 50% of
the general partnership interests are, as of such date, owned, controlled or
held, or (b) that is, as of such date, otherwise Controlled, by the parent or
one or more subsidiaries of the parent or by the parent and one or more
subsidiaries of the parent.

"Subsidiary" means any subsidiary of the Borrower.

"Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

"Three-Month Secondary CD Rate" means, for any day, the secondary
market rate for three-month certificates of deposit reported as being in effect
on such day (or, if such day is not a Business Day, the next preceding Business
Day) by the Board through the public information telephone line of the Federal
Reserve Bank of New York (which rate will, under the current practices of the
Board, be published in Federal Reserve Statistical Release H.15(519) during the
week following such day), or, if such rate is not so reported on such day or
such next preceding Business Day, the average of the secondary market
quotations for three-month certificates of deposit of major money center banks
in New York City received at approximately 10:00 a.m., New York City time, on
such day (or, if such day is not a Business Day, on the next preceding Business
Day) by the Administrative Agent from three negotiable certificate of deposit
dealers of recognized standing selected by it.

"Transactions" means the execution, delivery and performance by the
Borrower of this Agreement and the borrowing of the Loans hereunder.

"TVFN" means Television Food Network, a subsidiary of The Providence
Journal Company.

"Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to the Adjusted LIBO Rate, the Adjusted
CD Rate, the Alternate Base Rate or, in the case of a Competitive Loan or
Borrowing, the LIBO Rate or a Fixed Rate.

"Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Classification of Loans and Borrowings. For purposes
of this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan").
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Borrowings also may be classified and referred to by Class (e.g., a "Revolving
Borrowing") or by Type (e.g., a "Eurodollar Borrowing") or by Class and Type
(e.g., a "Eurodollar Revolving Borrowing").

SECTION 1.03. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including"
shall be deemed to be followed by the phrase "without limitation". The word
"will" shall be construed to have the same meaning and effect as the word
"shall". Unless the context requires otherwise (a) any definition of or
reference to any agreement, instrument or other document herein shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth
herein), (b) any reference herein to any Person shall be construed to include
such Person's successors and assigns, (c) the words "herein", "hereof" and
"hereunder", and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) the words "asset" and "property" shall be construed to
have the same meaning and effect and to refer to any and all tangible and
intangible assets and properties, including cash, securities, accounts and
contract rights. Except as otherwise expressly provided herein, all terms of
an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if
the Administrative Agent notifies the Borrower that the Required Lenders
request an amendment to any provision hereof for such purpose), regardless of
whether any such notice is given before or after such change in GAAP or in the
application thereof, then such provision shall be interpreted on the basis of
GAAP as in effect and applied immediately before such change shall have become
effective until such notice shall have been withdrawn or such provision amended
in accordance herewith.

ARTICLE II

The Credits

SECTION 2.01. Commitments. Subject to the terms and conditions set
forth herein, each Lender agrees to make Revolving Loans to the Borrower from
time to time during the Availability Period in an aggregate principal amount
that will not result in (a) such Lender's Revolving Credit Exposure exceeding
such Lender's Commitment or (b) the sum of the total Revolving Credit Exposures
plus the aggregate principal amount of outstanding Competitive Loans exceeding
the total Commitments. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.
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SECTION 2.02. Loans and Borrowings. (a) Each Revolving Loan shall
be made as part of a Borrowing consisting of Revolving Loans made by the
Lenders ratably in accordance with their respective Participation Percentages.
Each Competitive Loan shall be made in accordance with the procedures set forth
in Section 2.04. The failure of any Lender to make any Loan required to be
made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments and Competitive Bids of the Lenders are several
and no Lender shall be responsible for any other Lender's failure to make Loans
as required.

(b) Subject to Section 2.12, (i) each Revolving Borrowing shall be
comprised entirely of ABR Loans, CD Loans or Eurodollar Loans as the Borrower
may request in accordance herewith, and (ii) each Competitive Borrowing shall
be comprised entirely of Eurodollar Loans or Fixed Rate Loans as the Borrower
may request in accordance herewith. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement; provided further, that if the designation of any such
foreign branch or Affiliate shall result in any costs, reductions or Taxes
which would not otherwise have been applicable and for which such Lender would,
but for this proviso, be entitled to request compensation under Section 2.13 or
2.15, such Lender shall not be entitled to request such compensation unless it
shall in good faith have determined such designation to be necessary or
advisable to avoid any material disadvantage to it.

(c) At the commencement of each Interest Period for any CD Revolving
Borrowing or Eurodollar Revolving Borrowing, such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000. At the time that each ABR Revolving Borrowing is made, such
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000; provided that an ABR Revolving
Borrowing may be in an aggregate amount that is equal to the entire unused
balance of the total Commitments. Each Competitive Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000. Borrowings of more than one Type and Class may be outstanding at
the same time; provided that there shall not at any time be more than a total
of 15 CD and Eurodollar Revolving Borrowings outstanding.

(d) Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request, or elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Maturity Date.

SECTION 2.03. Requests for Revolving Borrowings. In order to request
a Revolving Borrowing, the Borrower shall notify the Administrative Agent of
such request by telephone (a) in the case of a Eurodollar Borrowing, not later
than 11:00 a.m., Dallas time, three Business Days before the date of the
proposed Borrowing, (b) in the case of a CD Borrowing, not later than 11:00
a.m., Dallas time, two Business Days before the date of the proposed Borrowing
or (c) in the case of an ABR Borrowing, not later than 10:00 a.m., Dallas time,
on
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the date of the proposed Borrowing. Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in a form
approved by the Administrative Agent and signed by the Borrower. Each such
telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be an ABR Borrowing, a CD Borrowing
or a Eurodollar Borrowing;

(iv) in the case of a CD Borrowing or a Eurodollar Borrowing, the
initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term "Interest Period"; and

(v) the location and number of the Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section
2.05.

If no election as to the Type of Revolving Borrowing is specified, then the
requested Revolving Borrowing shall be an ABR Borrowing. If no Interest Period
is specified with respect to any requested CD or Eurodollar Revolving
Borrowing, then the Borrower shall be deemed to have selected an Interest
Period of 30 days' duration, in the case of a CD Borrowing, or one month's
duration, in the case of a Eurodollar Borrowing. Promptly following receipt of
a Borrowing Request in accordance with this Section, the Administrative Agent
shall advise each Lender of the details thereof and of the amount of such
Lender's Loan to be made as part of the requested Borrowing.

SECTION 2.04. Competitive Bid Procedure. (a) Subject to the terms
and conditions set forth herein, from time to time during the Availability
Period the Borrower may request Competitive Bids and may (but shall not have
any obligation to) accept Competitive Bids and borrow Competitive Loans;
provided that the sum of the total Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans at any time shall
not exceed the total Commitments. In order to request Competitive Bids, the
Borrower shall notify the CAF Agent of such request by telephone, in the case
of a Eurodollar Borrowing, not later than 11:00 a.m., Dallas time, four
Business Days before the date of the proposed Borrowing and, in the case of a
Fixed Rate Borrowing, not later than 10:00 a.m., Dallas time, one Business Day
before the date of the proposed Borrowing; provided that a Competitive Bid
Request shall not be made within five Business Days after the date of any
previous Competitive Bid Request, unless any and all such previous Competitive
Bid Requests shall have been withdrawn or all Competitive Bids received in
response thereto rejected. Each such telephonic Competitive Bid Request shall
be confirmed promptly by hand delivery or telecopy to the CAF Agent of a
written Competitive Bid Request in a form approved by the CAF Agent and signed
by the Borrower. Each such telephonic and written Competitive Bid Request
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shall specify the following information in compliance with Section 2.02:

(i) the aggregate amount of the requested Borrowing;

(ii) the date of such Borrowing, which shall be a Business Day;

(iii) whether such Borrowing is to be a Eurodollar Borrowing or a
Fixed Rate Borrowing;

(iv) the Interest Period to be applicable to such Borrowing, which
shall be a period contemplated by the definition of the term "Interest
Period"; and

(v) the location and number of the Borrower's account to which funds
are to be disbursed, which shall comply with the requirements of Section
2.05.

Promptly following receipt of a Competitive Bid Request in accordance with this
Section, the CAF Agent shall notify the Lenders of the details thereof by
telecopy, inviting the Lenders to submit Competitive Bids.

(b) Each Lender may (but shall not have any obligation to) make one
or more Competitive Bids to the Borrower in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by the
CAF Agent and must be received by the Administrative Agent by telecopy, in the
case of a Eurodollar Competitive Borrowing, not later than 9:30 a.m., Dallas
time, three Business Days before the proposed date of such Competitive
Borrowing, and in the case of a Fixed Rate Borrowing, not later than 9:30 a.m.,
Dallas time, on the proposed date of such Competitive Borrowing. Competitive
Bids that do not conform substantially to the form approved by the CAF Agent
may be rejected by the CAF Agent, and the CAF Agent shall notify the applicable
Lender as promptly as practicable. Each Competitive Bid shall specify (i) the
principal amount (which shall be a minimum of $5,000,000 and an integral
multiple of $1,000,000 and which may equal the entire principal amount of the
Competitive Borrowing requested by the Borrower) of the Competitive Loan or
Loans that the Lender is willing to make, (ii) the Competitive Bid Rate or
Rates at which the Lender is prepared to make such Loan or Loans (expressed as
a percentage rate per annum in the form of a decimal to no more than four
decimal places) and (iii) the Interest Period applicable to each such Loan and
the last day thereof.

(c) The CAF Agent shall promptly notify the Borrower by telecopy of
the Competitive Bid Rate and the principal amount specified in each Competitive
Bid and the identity of the Lender that shall have made such Competitive Bid.

(d) Subject only to the provisions of this paragraph (d), the
Borrower may accept or reject any Competitive Bid. The Borrower shall notify
the CAF Agent by telephone, confirmed by telecopy in a form approved by the CAF
Agent, whether and to what extent it has decided to accept or reject each
Competitive Bid, in the case of a Eurodollar Competitive Borrowing, not later
than 10:30 a.m., Dallas
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time, three Business Days before the date of the proposed Competitive
Borrowing, and in the case of a Fixed Rate Borrowing, not later than 10:30
a.m., Dallas time, on the proposed date of the Competitive Borrowing; provided,
that (i) the failure of the Borrower to give such notice shall be deemed to be
a rejection of each Competitive Bid, (ii) the Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if the Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in
the related Competitive Bid Request, (iv) to the extent necessary to comply
with clause (iii) above, the Borrower may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of $5,000,000 and an integral multiple of $1,000,000; provided further that if
a Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of
$1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner determined by the
Borrower. A notice given by the Borrower pursuant to this paragraph (d) shall
be irrevocable.

(e) The CAF Agent shall promptly notify each bidding Lender by
telecopy whether or not its Competitive Bid has been accepted (and, if so, the
amount and Competitive Bid Rate so accepted), and each successful bidder will
thereupon become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been accepted.

(f) If any Lender that is an Affiliate of the CAF Agent shall elect
to submit a Competitive Bid in its capacity as a Lender, it shall submit such
Competitive Bid directly to the Borrower at least one quarter of an hour
earlier than the time by which the other Lenders are required to submit their
Competitive Bids to the CAF Agent pursuant to paragraph (b) of this Section.

SECTION 2.05. Funding of Borrowings. (a) Each Lender shall make
each Loan to be made by it hereunder on the proposed date thereof by wire
transfer of immediately available funds by 12:00 noon, Dallas time, to the
account of the Administrative Agent most recently designated by it for such
purpose by notice to the Lenders. The Administrative Agent will make such
Loans available to the Borrower by promptly crediting the amounts so received,
in like funds, to an account of the Borrower maintained with the Administrative
Agent in Dallas and designated by the Borrower in the applicable Borrowing
Request or Competitive Bid Request.

(b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such
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Lender's share of such Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with paragraph
(a) of this Section and may, in reliance upon such assumption, make available
to the Borrower a corresponding amount. In such event, if a Lender has not in
fact made its share of the applicable Borrowing available to the Administrative
Agent, then the applicable Lender and the Borrower severally agree to pay to
the Administrative Agent forthwith on demand such corresponding amount with
interest thereon, for each day from and including the date such amount is made
available to the Borrower to but excluding the date of payment to the
Administrative Agent, at (i) in the case of such Lender, the Federal Funds
Effective Rate or (ii) in the case of the Borrower, the interest rate borne by
the applicable Borrowing. If such Lender pays such amount to the
Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.

SECTION 2.06. Interest Elections. (a) Each Revolving Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a CD or Eurodollar Revolving Borrowing, shall have an
initial Interest Period as specified in such Borrowing Request. Thereafter,
the Borrower may elect to convert such Borrowing to a different Type or to
continue such Borrowing and, in the case of a CD or Eurodollar Revolving
Borrowing, may elect new Interest Periods therefor, all as provided in this
Section. The Borrower may elect different options with respect to different
portions of the affected Borrowing, in which case each such portion shall be
allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Competitive Borrowings,
which may not be converted or continued.

(b) In order to make an election pursuant to this Section, the
Borrower shall notify the Administrative Agent of such election by telephone by
the time that a Borrowing Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be
confirmed promptly by hand delivery or telecopy to the Administrative Agent of
a written Interest Election Request in a form approved by the Administrative
Agent and signed by the Borrower.

(c) Each telephonic and written Interest Election Request shall
specify the following information in compliance with Section 2.02:

(i) the Borrowing to which such Interest Election Request applies and,
if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing
(in which case the information to be specified pursuant to clauses (iii)
and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest
Election Request, which shall be a Business Day;
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(iii) whether the resulting Borrowing is to be an ABR Borrowing, a CD
Borrowing or a Eurodollar Borrowing; and

(iv) if the resulting Borrowing is a CD Borrowing or a Eurodollar
Borrowing, the Interest Period to be applicable thereto after giving effect
to such election, which shall be a period contemplated by the definition of
the term "Interest Period".

If any such Interest Election Request requests a CD Borrowing or Eurodollar
Borrowing but does not specify an Interest Period, then the Borrower shall be
deemed to have selected an Interest Period of 30 days' duration, in the case of
a CD Borrowing, or one month's duration, in the case of a Eurodollar Borrowing.

(d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each Lender of the details thereof and of
such Lender's portion of each resulting Borrowing.

(e) If the Borrower fails to deliver a timely Interest Election
Request with respect to a CD or Eurodollar Revolving Borrowing prior to the end
of the Interest Period applicable thereto, then, unless such Borrowing is
repaid as provided herein, at the end of such Interest Period such Borrowing
shall be converted to an ABR Borrowing. Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Revolving Borrowing may be converted to or continued as a CD or Eurodollar
Borrowing and (ii) unless repaid, each CD and Eurodollar Revolving Borrowing
shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto.

SECTION 2.07. Termination and Reduction of Commitments. (a) Unless
previously terminated, the Commitments shall terminate on the Maturity Date;
provided that the Commitments shall terminate at 3:00 p.m., Dallas time, on
March 31, 1997, if the Effective Date has not occurred prior to such time.

(b) Subject to Section 2.09(d), the Borrower may at any time
terminate, or from time to time reduce, the Commitments; provided that (i) each
reduction of the Commitments shall be in an amount that is an integral multiple
of $1,000,000 and not less than $5,000,000 and (ii) the Borrower shall not
terminate or reduce the Commitments if, after giving effect to any concurrent
prepayment of the Loans, the sum of the Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans would exceed the
total Commitments.

(c) The Borrower shall notify the Administrative Agent of any
election to terminate or reduce the Commitments under paragraph (b) of this
Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date
thereof. Promptly following receipt of any notice, the Administrative Agent
shall advise the Lenders of the contents thereof. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable; provided that a notice
of
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termination of the Commitments delivered by the Borrower may state that such
notice is conditioned upon the effectiveness of other credit facilities, in
which case such notice may be revoked by the Borrower (by notice to the
Administrative Agent on or prior to the specified effective date) if such
condition is not satisfied. Any termination or reduction of the Commitments
shall be permanent. Each reduction of the Commitments shall be made ratably
among the Lenders in accordance with their respective Commitments.

SECTION 2.08. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Revolving Loan
on the Maturity Date, (ii) to the Administrative Agent for the account of each
Lender the then unpaid principal amount of each Competitive Loan on the last
day of the Interest Period applicable to such Loan.

(b) Each Lender shall maintain in accordance with its usual practice
an account or accounts evidencing the indebtedness of the Borrower to such
Lender resulting from each Loan made by such Lender, including the amounts of
principal and interest payable and paid to such Lender from time to time
hereunder.

(c) The Administrative Agent shall maintain accounts in which it
shall record (i) the amount of each Loan made hereunder, the Class and Type
thereof and the 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) the amount of any sum received by
the Administrative Agent hereunder for the account of the Lenders and each
Lender's share thereof.

(d) The entries made in the accounts maintained pursuant to
paragraphs (b) and (c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

(e) Any Lender may request that Loans made by it be evidenced by a
promissory note. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns)
and in a form approved by the Administrative Agent.

SECTION 2.09. Prepayment of Loans. (a) Subject to Section 2.09(d),
the Borrower shall have the right at any time and from time to time to prepay
any Borrowing in whole or in part.

(b) In the event of any termination of the Commitments, the Borrower
shall prepay all outstanding Borrowings on the date of such termination. In
the event of any reduction of the Commitments, the Borrower shall prepay
outstanding Borrowings to the extent, if any, necessary so that, on the date of
and after giving effect to such reduction, the sum of the Revolving Credit
Exposures and the aggregate
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principal amount of the outstanding Competitive Loans does not exceed the total
Commitments.

(c) The Borrower shall notify the Administrative Agent by telephone
(confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Revolving Borrowing, not later than 11:00 a.m.,
Dallas time, three Business Days before the date of prepayment, (ii) in the
case of prepayment of a CD Borrowing, not later than 11:00 a.m., Dallas time,
two Business Days before the date of prepayment, (iii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Dallas
time, on the date of prepayment. Each such notice shall be irrevocable and
shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid; provided that, if a notice of prepayment is
given in connection with a conditional notice of termination of the Commitments
as contemplated by Section 2.07, then such notice of prepayment may be revoked
if such notice of termination is revoked in accordance with Section 2.07.
Promptly following receipt of any such notice relating to a Revolving
Borrowing, the Administrative Agent shall advise the Lenders of the contents
thereof. Each partial prepayment of any Revolving Borrowing shall be in an
amount that would be permitted in the case of an advance of a Revolving
Borrowing of the same Type as provided in Section 2.02. Each prepayment of a
Revolving Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.11.

(d) The Borrower shall not have the right to prepay any Competitive
Loan and shall not terminate or reduce the Commitments if such termination or
reduction would require prepayment of any Competitive Loan.

SECTION 2.10. Fees. (a) The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue at the Applicable Percentage per annum on the daily amount of the
Commitment of such Lender (whether used or unused) during the period from and
including the date hereof to but excluding the date on which such Commitment
terminates; provided that, if such Lender continues to have any Revolving
Credit Exposure after its Commitment terminates, then such facility fee shall
continue to accrue on the daily amount of such Lender's Revolving Credit
Exposure from and including the date on which its Commitment terminates to but
excluding the date on which such Lender ceases to have any Revolving Credit
Exposure. Accrued facility fees shall be payable in arrears on the last day of
March, June, September and December of each year and on the date on which the
Commitments terminate, commencing on the first such date to occur after the
date hereof; provided that any facility fees accruing after the date on which
the Commitments terminate shall be payable on demand. All facility fees shall
be computed on the basis of a year of 360 days and shall be payable for the
actual number of days elapsed (including the first day but excluding the last
day).

(b) The Borrower agrees to pay to the Administrative Agent for the
account of each Lender, ratably in accordance with its respective Commitment,
the upfront fee separately agreed upon between
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the Borrower and the Lenders. The upfront fee shall be payable on the
Effective Date.

(c) The Borrower agrees to pay to the Administrative Agent, for its
own account, fees payable in the amounts and at the times separately agreed
upon between the Borrower and the Administrative Agent.

(d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent for distribution, in
the case of facility fees, to the Lenders. Fees paid shall not be refundable
under any circumstances.

SECTION 2.11. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at a rate per annum equal to the Alternate Base Rate.

(b) The Loans comprising each CD Borrowing shall bear interest at a
rate per annum equal to the Adjusted CD Rate for the Interest Period in effect
for such Borrowing plus the Applicable Percentage from time to time in effect.

(c) The Loans comprising each Eurodollar Borrowing shall bear
interest at a rate per annum equal to the Adjusted LIBO Rate for the Interest
Period in effect for such Borrowing plus the Applicable Percentage from time to
time in effect (or, in the case of a Competitive Loan, the LIBO Rate for the
Interest Period in effect for such Borrowing plus the Margin offered by the
Lender making such loan and accepted by the Borrower pursuant to Section 2.04).

(d) Each Fixed Rate Loan shall bear interest at a rate per annum
equal to the Fixed Rate applicable to such Loan.

(e) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any Loan, the rate
otherwise applicable to such Loan as provided above plus 2% or (ii) in the case
of any other amount, the rate applicable to ABR Loans as provided above plus
2%.

(f) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan; provided that (i) interest accrued
pursuant to paragraph (e) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan (other than a prepayment
of an ABR Revolving Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date
of such repayment or prepayment, (iii) in the event of any conversion of any
Loan (other than an ABR Revolving Loan) prior to the end of the current
Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion and (d) in the event the Commitments are
terminated, all accrued and unpaid interest on the Loans shall be paid on the
date of such termination.
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(g) All interest hereunder shall be computed on the basis of a year
of 360 days, except that interest computed by reference to the Alternate Base
Rate at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and
in each case shall be payable for the actual number of days elapsed (including
the first day but excluding the last day). The applicable Alternate Base Rate,
Adjusted CD Rate, Adjusted LIBO Rate or LIBO Rate shall be determined by the
Administrative Agent, and such determination shall be conclusive absent
manifest error.

SECTION 2.12 Alternate Rate of Interest. If prior to the
commencement of any Interest Period for a CD Borrowing or Eurodollar Borrowing:

(a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted CD Rate, the Adjusted LIBO Rate or the
LIBO Rate, as applicable, for such Interest Period or, in the case of a
Eurodollar Borrowing, that a Change in Law makes it unlawful for any one or
more of the Lenders to make a Eurodollar Loan; or

(b) the Administrative Agent is advised by the Required Lenders that,
as a result of a Change in Law or other unusual events or conditions
affecting the markets in which such Lenders conduct their funding
operations, the Adjusted CD Rate, the Adjusted LIBO Rate or the LIBO Rate,
as applicable, for such Interest Period will be lower than the actual cost
to such Lenders of obtaining the funds necessary to make or maintain their
Loans comprising such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a CD Borrowing or Eurodollar
Borrowing shall be ineffective, (ii) if any Borrowing Request requests a CD or
Eurodollar Revolving Borrowing, such Borrowing shall be made as an ABR
Borrowing and (iii) any request by the Borrower for a Eurodollar Competitive
Borrowing shall be ineffective; provided that (A) if the circumstances giving
rise to such notice do not affect all the Lenders, then requests by the
Borrower for Eurodollar Competitive Borrowings may be made to Lenders that are
not affected thereby and (B) if the circumstances giving rise to such notice
affect only one Type of Borrowings, then the other Type of Borrowings shall be
permitted.

SECTION 2.13. Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or
similar requirement against assets of, deposits with or for the account of,
or credit extended by, any Lender (except
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any such reserve requirement reflected in the Adjusted CD Rate or the
Adjusted LIBO Rate); or

(ii) impose on any Lender or the London interbank market any other
condition affecting this Agreement, CD Loans or Eurodollar Loans or Fixed
Rate Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such
Lender of making or maintaining any CD Loan, Eurodollar Loan or Fixed Rate Loan
or to increase the cost to such Lender or to reduce the amount of any sum
received or receivable by such Lender hereunder (whether of principal, interest
or otherwise) by an amount deemed by such Lender to be material, then the
Borrower will pay to such Lender such additional amount or amounts as will
compensate such Lender for such additional costs incurred or reduction
suffered.

(b) If any Lender determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on
such Lender's capital or on the capital of such Lender's holding company, if
any, as a consequence of this Agreement or the Loans made by such Lender to a
level below that which such Lender or such Lender's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's
policies and the policies of such Lender's holding company with respect to
capital adequacy) by an amount deemed by such Lender to be material, then from
time to time the Borrower will pay to such Lender, as the case may be, such
additional amount or amounts as will compensate such Lender or such Lender's
holding company for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender or its holding company, as the case may be,
as specified in paragraph (a) or (b) of this Section, and setting forth in
reasonable detail the manner in which such amount or amounts shall have been
determined, shall be delivered to the Borrower and shall, if submitted in good
faith, be conclusive absent manifest error. The Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt
thereof.

(d) Failure or delay on the part of any Lender to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's right
to demand such compensation; provided that the Borrower shall not be required
to compensate a Lender pursuant to this Section for any increased costs or
reductions incurred more than six months prior to the date that such Lender
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's intention to claim compensation therefor;
provided further that, if the Change in Law giving rise to such increased costs
or reductions is retroactive, then the six-month period referred to above shall
be extended to include the period of retroactive effect thereof.

(e) Notwithstanding the foregoing provisions of this Section, a
Lender shall not be entitled to compensation pursuant to this Section in
respect of any Competitive Loan if the Change in Law that would otherwise
entitle it to such compensation shall have been
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publicly announced prior to submission of the Competitive Bid pursuant to which
such Loan was made.

SECTION 2.14. Break Funding Payments. In the event of (a) the
payment of any principal of any CD Loan, Eurodollar Loan or Fixed Rate Loan
other than on the last day of an Interest Period applicable thereto, (b) the
conversion of any CD Loan or Eurodollar Loan other than on the last day of the
Interest Period applicable thereto, (c) the failure to borrow, convert, prepay
or continue any Revolving Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice is permitted to be revocable
and is revoked in accordance herewith), (d) the failure to borrow any
Competitive Loan after accepting the Competitive Bid to make such Loan, or (e)
the assignment of any CD Loan, Eurodollar Loan or Fixed Rate Loan other than on
the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.17, then, in any such event, the Borrower
shall compensate each Lender for the loss, cost and expense attributable to
such event by payment to such Lender of an amount determined by such Lender to
be equal to the excess, if any, of (i) the amount of interest that such Lender
would pay for a deposit equal to the principal amount of the applicable Loan
for the period from the date of such payment, conversion, failure or assignment
to the last day of the then current Interest Period for such Loan (or, in the
case of a failure to borrow, convert, prepay or continue, the duration of the
Interest Period that would have resulted from such borrowing, conversion or
continuation) if the interest rate payable on such deposit were equal to the
Adjusted LIBO Rate, the Adjusted CD Rate or the Fixed Rate, as the case may be,
in effect (or that would have been in effect) for such Interest Period, over
(ii) the amount of interest that such Lender would earn on such principal
amount for such period if such Lender were to invest such principal amount for
such period at the interest rate that would be bid by such Lender (or an
affiliate of such Lender) for dollar deposits at other banks in the London
interbank market at the commencement of such period. A certificate of any
Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section, and setting forth in reasonable detail the
manner in which such amount or amounts shall have been determined, shall be
delivered to the Borrower and shall, if submitted in good faith, be conclusive
absent manifest error. The Borrower shall pay such Lender the amount shown as
due on any such certificate within 10 days after receipt thereof.

SECTION 2.15. Taxes. (a) Any and all payments by or on account of
any obligation of the Borrower hereunder shall be made free and clear of and
without deduction for any Indemnified Taxes or Other Taxes; provided that if
the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) each of the Agents or Lender (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.
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(b) In addition, the Borrower shall pay any Other Taxes to the
relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Agents and each Lender within 10
days after written demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) paid by the
Agents or such Lender, as the case may be, and any liability (including
penalties, interest and reasonable expenses) arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender, by the Administrative Agent on its own behalf or on
behalf of a Lender, or by the CAF Agent, and setting forth in reasonable detail
the manner in which such amount shall have been determined, shall, if submitted
in good faith, be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy
of the return reporting such payment or other evidence of such payment
reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), at the time or times prescribed by
applicable law, properly completed and executed forms prescribed by applicable
law (together with such other documentation or certification as the Borrower
may reasonably request) that will permit the Borrower to make such payments
without withholding or at a reduced rate.

SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder (whether of principal, interest, fees or otherwise) prior to 12:00
noon, Dallas time, on the date when due, in immediately available funds, to the
Administrative Agent at its offices at Dallas, Texas, without set-off or
counterclaim. Any amounts received after such time on any date may, in the
discretion of the Administrative Agent, be deemed to have been received on the
next succeeding Business Day for purposes of calculating interest thereon. The
Administrative Agent shall distribute any such payments received for the
account of any other Person to the appropriate recipient in the amount owed to
it promptly following receipt thereof. If any payment hereunder shall be due
on a day that is not a Business Day, the date for payment shall be extended to
the next succeeding Business Day and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension.
All payments hereunder shall be made in dollars.
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(b) If at any time insufficient funds are received by and available
to the Administrative Agent to fully pay all amounts then due hereunder, such
funds shall be applied to the amounts then due hereunder in such order and
priority as the Administrative Agent may elect; provided that any funds that
the Administrative Agent elects to apply to principal, interest or fees then
due shall be applied ratably to all amounts of principal, interest or fees (as
the case may be) then due.

(c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Revolving Loans resulting in such Lender receiving
payment of a greater proportion of the aggregate amount of its Revolving Loans
and accrued interest thereon than the proportion received by any other Lender,
then the Lender receiving such greater proportion shall purchase (for cash at
face value) participation in the Revolving Loans of other Lenders to the extent
necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Revolving Loans; provided that (i) if any
such participations are purchased and all or any portion of the payments giving
rise thereto is recovered, such participations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest, and
(ii) the provisions of this paragraph shall not be construed to apply to any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or any payment obtained by a Lender as consideration
for the assignment of or sale of a participation in any of its Loans to any
assignee or participant other than the Borrower or any Subsidiary or Affiliate
thereof. The Borrower consents to the foregoing and agrees, to the extent it
may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

SECTION 2.17. Mitigation Obligations; Replacement of Lenders. (a)
If any Lender requests compensation under Section 2.13, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.15, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the good
faith judgment of such Lender, such designation or assignment (i) would
eliminate or reduce amounts payable pursuant to Section 2.13 or 2.15, as the
case may be, in the future and (ii) would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender in such Lender's good faith judgment. The Borrower hereby agrees to pay
all reasonable costs and expenses incurred by any Lender in connection with any
such designation or assignment.

(b) If any Lender requests compensation under Section 2.13, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of
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any Lender pursuant to Section 2.15, or if any Lender defaults in its
obligation to fund Loans hereunder, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in Section 9.04), all its interests,
rights and obligations under this Agreement (other than any outstanding
Competitive Loans held by it) to an assignee that shall assume such obligations
(which assignee may be another Lender, if a Lender accepts such assignment);
provided that (i) the Borrower shall have received the prior written consent of
the Administrative Agent, which consent shall not unreasonably be withheld,
(ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans (other than Competitive Loans, as to which
such Lender will continue to have all of its rights hereunder), accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation
under Section 2.13 or payments required to be made pursuant to Section 2.15,
such assignment will result in a reduction in such compensation or payments. A
Lender shall not be required to make any such assignment and delegation if,
prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply.

SECTION 2.18 Extension of Maturity Date (a) The Borrower may, by
notice to the Administrative Agent (which shall promptly deliver a copy to each
of the Lenders) given not more than 60 days prior to any anniversary of the
Closing Date while the Commitments remain in effect, request that the Lenders
extend the Maturity Date for an additional one year period (but in no event
beyond the seventh anniversary of the Closing Date) from the Maturity Date then
in effect (the "Existing Maturity Date"). Each Lender shall, by notice to the
Borrower and the Administrative Agent given not later than the 10th Business
Day after the date of the Borrower's notice, advise the Borrower whether or not
such Lender agrees to such extension (and any Lender that does not so advise
the Borrower on or before such day shall be deemed to have advised the Borrower
that it will not agree to such extension).

(b) If (and only if) Lenders holding Commitments that represent at
least 51% of the total Commitments on the 60th day prior to the applicable
anniversary of the Closing Date shall have agreed to extend the Existing
Maturity Date (such Lenders being called the "Continuing Lenders"), then (i)
the Maturity Date shall be extended to the first anniversary of the Existing
Maturity Date (provided, that if such date is not a Business Day, then the
Maturity Date as so extended shall be the next following Business Day), and
(ii) the Commitment of each Lender that is not a Continuing Lender shall
terminate (with the result that the total Commitments will decrease by the
amount of such Commitment), and all Loans of each such Lender shall become due
and payable, together with all interest accrued thereon and all other amounts
owed to such Lender hereunder, on the Existing Maturity Date.

Notwithstanding the foregoing, no extension of the Maturity Date shall
be effective with respect to any Lender unless, on
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and as of the Existing Maturity Date, the conditions set forth in paragraphs
(b) and (c) of Section 4.02 shall be satisfied (with all references to a
Borrowing being deemed to be references to such extension) and the
Administrative Agent shall have received a certificate to that effect dated the
Existing Maturity Date and executed by a Financial Officer of the Borrower.

ARTICLE III

Representations and Warranties

The Borrower represents and warrants to the Lenders that:

SECTION 3.01. Organization; Powers. Each of the Borrower and its
Subsidiaries is (i) duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business
in, and is in good standing in, every jurisdiction where such qualification is
required and, (ii) possesses all requisite authority and power and material
licenses, permits, franchises (including, without limitation licenses, permits
and franchises issued by the FCC), and valid and subsisting network affiliation
agreements in the case of each Subsidiary that operates a network affiliated
television broadcasting enterprise, to conduct its business as presently
conducted.

SECTION 3.02. Authorization; Enforceability. The Transactions are
within the Borrower's corporate powers and have been duly authorized by all
necessary corporate and, if required, stockholder action. This Agreement has
been duly executed and delivered by the Borrower and constitutes a legal, valid
and binding obligation of the Borrower, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in
equity or at law.

SECTION 3.03. Governmental Approvals; No Conflicts. The Transactions
(a) do not require any consent or approval of, registration or filing with, or
any other action by, any Governmental Authority, except (i) such as have been
obtained or made and are in full force and effect, and (ii) routine filings
after the Effective Date with Securities and Exchange Commission and the FCC
made pursuant to the requirements of 47 CFR 73.3613, (b) will not violate any
applicable law or regulation or the charter, by-laws or other organizational
documents of the Borrower or any Subsidiary or any order of any Governmental
Authority, (c) will not violate or result in a default under any indenture, or
other material agreement or instrument binding upon the Borrower or any
Subsidiary or its assets, or give rise to a right thereunder to require any
material payment to be made by the Borrower or any Subsidiary, and (d) will not
result in the creation or imposition of any Lien other than a Permitted Lien on
any asset of the Borrower or any Subsidiary.
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SECTION 3.04. Financial Condition; No Material Adverse Change. (a)
The Borrower has heretofore furnished to the Lenders its consolidated balance
sheet and statements of earnings, shareholders equity and cash flows (i) as of
and for the fiscal year ended December 31, 1995, reported on by Ernst & Young
LLP, independent auditors, and (ii) as of and for the fiscal quarter ended
September 30, 1996, certified by its chief financial officer. Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii) above.

(b) Since September 30, 1996, there has been no material adverse
change in the business, assets, operations or condition, financial or
otherwise, of the Borrower and its Subsidiaries, taken as a whole.

SECTION 3.05. Properties. (a) Each of the Borrower and its
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business, except for minor defects in
title or interest that do not interfere with its ability to conduct its
business as currently conducted or to utilize such properties for their
intended purposes.

(b) Each of the Borrower and the Subsidiaries owns, or is licensed to
use, all trademarks, tradenames, copyrights, patents and other intellectual
property material to its business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

SECTION 3.06. Litigation, Labor and Environmental Matters. (a) There
are not any actions, suits or proceedings by or before any arbitrator or
Governmental Authority now pending against or, to the knowledge of the
Borrower, threatened against or affecting the Borrower or any Subsidiary (i) as
to which there is a reasonable possibility of an adverse determination and
that, if adversely determined, could reasonably be expected, individually or in
the aggregate, to result in a Material Adverse Effect (other than the Disclosed
Matters) or (ii) that involve this Agreement or the Transactions.

(b) Except for the Disclosed Matters, there are no actual or, to the
knowledge of the Borrower, threatened labor controversies, including strikes,
work stoppages, work slow downs or National Labor Relations Board proceedings
affecting the Borrower or its Subsidiaries, that could, individually or in the
aggregate, reasonably be expected to result in a Material Adverse Effect.

(c) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect, neither the Borrower nor any
Subsidiary (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under
any Environmental
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Law, (ii) has become subject to any Environmental Liability, (iii) has received
notice of any claim with respect to any Environmental Liability or (iv) knows
of any basis for any Environmental Liability.

(d) There has been no change in the status of the Disclosed Matters
that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.

SECTION 3.07. Compliance with Laws and Agreements. Each of the
Borrower and its Subsidiaries is in compliance with all laws, regulations and
orders of any Governmental Authority applicable to it or its property and all
indentures, agreements and other instruments binding upon it or its property,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect. No Default has
occurred and is continuing.

SECTION 3.08. Certain Legal Matters. (a) Neither the Borrower nor
any Subsidiary is (i) an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (ii) a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.

(b) Neither the Borrower nor any Subsidiary is engaged principally,
or as one of its important activities, in the business of extending credit for
the purpose of buying or carrying margin stock, within the meaning of
Regulation U of the Board. Margin stock will at all times constitute less than
25% of the assets of the Borrower individually and the Borrower and the
Subsidiaries on a consolidated basis that are subject to the restrictions of
Section 6.01 and 6.02.

SECTION 3.09. Taxes. Each of the Borrower and its Subsidiaries has
filed or caused to be filed all tax returns and reports required to have been
filed and paid or caused to be paid all Taxes required to have been paid by it,
except (a) Taxes that are being contested in good faith by appropriate
proceedings and for which the Borrower or such Subsidiary, as applicable, shall
have set aside on its books adequate reserves or (b) to the extent that the
failure to do so could not reasonably be expected to have a Material Adverse
Effect.

SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events,
could reasonably be expected to result in a Material Adverse Effect. As of the
date hereof, the present value of all accrued benefit liabilities under each
Plan (based on the assumptions used for purposes of Statement of Financial
Accounting Standards No. 87), determined at the most recent annual valuation
date for such Plan, does not exceed by more than $10,000,000 the fair market
value of the assets of such Plan, and the present value of all accrued benefit
liabilities of all underfunded Plans (based on the assumptions used for
purposes of Statement of Financial Accounting Standards No. 87), determined at
the most recent annual valuation dates for such Plans, does not exceed by more
than $10,000,000 the fair market value of the assets of all such underfunded
Plans.
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SECTION 3.11. Disclosure. There are no agreements, instruments or
corporate restrictions to which the Borrower or any of its Subsidiaries is
subject, and no other matters known to the Borrower, that, individually or in
the aggregate, could reasonably be expected to have a Material Adverse Effect.
None of the reports, financial statements, certificates or other information
furnished by or on behalf of the Borrower to the Administrative Agent or any
Lender in connection with the negotiation of this Agreement or delivered
hereunder (as modified or supplemented by other information so furnished)
contains any material misstatement of fact or omits to state any material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading; provided that, with respect to
projected and pro forma financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions
believed to be reasonable at the time.

SECTION 3.12. Acquisition of The Providence Journal Company. The
purchase price for the acquisition of The Providence Journal Company payable by
the Borrower or any of its Affiliates shall not exceed $600,000,000 exclusive
of (i) any consideration payable in capital stock of the Borrower, (ii)
Indebtedness of The Providence Journal Company assumed by the Borrower or any
of its Affiliates (other than any Indebtedness created in contemplation of such
acquisition), (iii) transaction costs related to the acquisition (including
those items set forth in footnote 1 on page 139 of the Borrower's Proxy
Statement dated January 8, 1997) and (iv) cash paid in lieu of fractional
shares.

ARTICLE IV

Conditions

SECTION 4.01. Effective Date. The obligations of the Lenders to make
Loans hereunder shall not become effective until the date on which each of the
following conditions is satisfied (or waived in accordance with Section 9.02):

(a) The Administrative Agent (or its counsel) shall have received
from each party hereto either (i) a counterpart of this Agreement signed on
behalf of such party or (ii) written evidence satisfactory to the
Administrative Agent (which may include telecopy transmission of a signed
signature page of this Agreement) that such party has signed a counterpart
of this Agreement.

(b) The Administrative Agent shall have received favorable written
opinions of Xxxxxxx X. XxXxxxxx, the General Counsel of the Borrower,
Xxxxx Xxxxxxx Rain Xxxxxxx, counsel for the Borrower, and Wiley, Rein &
Fielding, special regulatory counsel to the Borrower, substantially in the
forms of Exhibits X-0, X-0 and B-3 hereto and covering such other matters
relating to this Agreement and the Transactions as the Required Lenders
shall reasonably request. Each of such opinions shall be addressed to the
Administrative Agent and the Lenders and shall
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be dated the Effective Date. The Borrower hereby requests such counsel to
deliver such opinions.

(c) The Administrative Agent shall have received such documents and
certificates as the Administrative Agent or its counsel may reasonably
request relating to the organization, existence and good standing of the
Borrower, the authorization of the Transactions and any other legal matters
relating to this Agreement or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.

(d) The Administrative Agent shall have received a certificate, dated
the Effective Date and signed by the President, a Vice President or a
Financial Officer of the Borrower, confirming compliance with the
conditions set forth in paragraphs (b) and (c) of Section 4.02.

(e) The Administrative Agent shall have received all fees and other
amounts due and payable on or prior to the Effective Date, including, to
the extent invoiced, reimbursement or payment of all out-of-pocket expenses
required to be reimbursed or paid by the Borrower hereunder.

(f) The Prior Agreement shall have been terminated and the
obligations of the Borrower and the Subsidiaries thereunder paid in full.

Notwithstanding the foregoing, the obligations of the Lenders to make Loans
hereunder shall not become effective unless each of the foregoing conditions is
satisfied (or waived) on or prior to March 31, 1997. The Administrative Agent
shall notify the Borrower and the Lenders of the Effective Date, and such
notice shall be conclusive and binding.

SECTION 4.02. Each Credit Event. The obligation of each Lender to
make a Loan on the occasion of any Borrowing (but not on the occasion of any
interest election pursuant to Section 2.06 that does not increase the
outstanding principal amount of the Loans of any Lender), is subject to the
satisfaction of the following conditions:

(a) In the case of a Borrowing of Revolving Loans, the Administrative
Agent shall have received a Borrowing Request for such Borrowing in
accordance with Section 2.03; or, in the case of a Borrowing of Competitive
Loans, Borrower shall have accepted the Competitive Bid or Bids in respect
of such Loans in accordance with Section 2.04.

(b) The representations and warranties of the Borrower set forth in
this Agreement shall be true and correct on and as of the date of such
Borrowing.

(c) At the time of and immediately after giving effect to such
Borrowing, no Default shall have occurred and be continuing.
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Each Borrowing shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to matters specified in paragraphs (b) and
(c) of this Section.

ARTICLE V

Affirmative Covenants

Until the Commitments have expired or been terminated and the
principal of and interest on each Loan and all fees payable hereunder shall
have been paid in full the Borrower covenants and agrees with the Lenders that:

SECTION 5.01. Financial Statements and Other Information. The
Borrower will furnish to the Administrative Agent and each Lender:

(a) within 90 days after the end of each fiscal year of the Borrower,
its audited consolidated balance sheet and related statements of earnings,
stockholders' equity and cash flows as of the end of and for such year, all
reported on by Ernst & Young LLP or other independent public accountants of
recognized national standing (without a "going concern" or like emphasis
paragraph and without any qualification or exception as to the scope of
such audit) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP;

(b) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of the Borrower, its condensed consolidated
balance sheet and related statements of earnings and cash flows as of the
end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, all certified by one of its Financial Officers as presenting
fairly in all material respects the financial condition and results of
operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP for interim financial
information and with the instructions to Form 10Q and Article 10 of
Regulation S-X (and accordingly, such statements will not include all of
the information and footnotes required by GAAP for complete financial
statements);

(c) concurrently with each delivery of financial statements under
clause (a) or (b) above, a certificate of a Financial Officer of the
Borrower (i) certifying as to whether a Default has occurred and, if a
Default has occurred, specifying the details thereof and any action taken
or proposed to be taken with respect thereto, (ii) setting forth reasonably
detailed calculations demonstrating compliance with Sections 6.05 and 6.06
and (iii) stating whether any change in GAAP or in the application thereof
has occurred since the date of the most recent audited financial statements
referred to in Section 3.04 or delivered pursuant to this Section 5.01 and,
if any such change has occurred, specifying the effect of such change on
the financial statements accompanying such certificate;
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(d) concurrently with any delivery of financial statements under
clause (a) above, a certificate of the accounting firm that reported on
such financial statements stating whether, in connection with their audit,
anything came to their attention that caused them to believe that the
Borrower had failed to comply with the terms, covenants, provisions or
conditions of Sections 6.05 and 6.06;

(e) promptly after the same become publicly available, copies of all
annual and quarterly reports to shareholders, reports to the Securities and
Exchange Commission on Form 10-K, Form 10-Q, Form 8-K or any successor
form, proxy statements and registration statements (other than those
relating only to employee benefit plans) filed or distributed by the
Borrower or any Subsidiary; and

(f) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of the
Borrower or any Subsidiary, or compliance with the terms of this Agreement,
as the Administrative Agent or any Lender may reasonably request.

SECTION 5.02. Notices of Material Events. The Borrower will furnish
to the Administrative Agent prompt written notice of the following:

(a) the occurrence of any Default;

(b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting the
Borrower or any Affiliate thereof that, if adversely determined, could
reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to
result in liability of the Borrower and its Subsidiaries in an aggregate
amount exceeding $15,000,000;

(d) the receipt of any notice from the FCC or any other Governmental
Authority of the expiration without renewal, termination or suspension of,
or the institution of any proceedings to terminate or suspend, any main
transmitter license granted by the FCC or any other material license now or
hereafter held by the Borrower or any Subsidiary which is required to
operate any television broadcasting station in compliance with all
applicable laws; and,

(e) any other development that has resulted in, or could reasonably be
expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a statement of
a Financial Officer or other executive officer of the Borrower setting forth
the details of the event or development requiring such notice and any action
taken or proposed to be taken with respect thereto.
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SECTION 5.03. Existence; Conduct of Business. The Borrower will, and
will cause each Subsidiary to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
the business of the Borrower and its Subsidiaries taken as a whole; provided
that the foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section 6.02.

SECTION 5.04. Payment of Obligations. The Borrower will, and will
cause each Subsidiary to, pay its Indebtedness and other obligations, including
tax liabilities, before the same shall become delinquent or in default, except
where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on
its books adequate reserves with respect thereto in accordance with GAAP and
(c) the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Effect.

SECTION 5.05. Maintenance of Properties; Insurance. The Borrower
will, and will cause each Subsidiary to, (a) keep and maintain all property
material to the conduct of the business of the Borrower and its Subsidiaries
taken as a whole in good working order and condition, ordinary wear and tear
and obsolescence excepted, (b) keep and maintain all licenses, permits,
franchises and major network affiliation agreements (including those with
American Broadcasting Companies, Inc. ("ABC"), National Broadcasting Companies
("NBC"), the Columbia Broadcasting System, Inc. ("CBS"), or Fox Broadcasting
Company ("FOX") necessary for their business except as the loss of the same
could not individually or in the aggregate reasonably be expected to cause a
Material Adverse Effect, it being understood and agreed that a change from one
such major network to another shall not be considered to have such an effect;
and (b) maintain, with financially sound and reputable insurance companies,
insurance in such amounts and against such risks as are customarily maintained
by companies engaged in the same or similar businesses operating in the same or
similar locations.

SECTION 5.06. Books and Records; Inspection Rights. The Borrower
will, and will cause each Subsidiary to, keep proper books of record and
account in which full, true and correct entries are made of all dealings and
transactions in relation to its business and activities. The Borrower will,
and will cause each Subsidiary to, permit any representatives designated by the
Administrative Agent or any Lender, upon reasonable prior notice, to visit and
inspect its properties, to examine and make extracts from its books and
records, and to discuss its affairs, finances and condition with its officers
and independent accountants, all at reasonable times and as often as shall be
reasonably requested.

SECTION 5.07. Compliance with Laws. The Borrower will, and will
cause each Subsidiary to, comply with all laws (including Environmental Laws),
regulations and orders of any Governmental Authority applicable to it or its
property, except to the extent that failures to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.
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SECTION 5.08. Use of Proceeds. The Borrower will cause the proceeds
of the Loans to be used only for the purposes referred to in the preamble to
this Agreement. No part of the proceeds of any Loan will be used, whether
directly or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations G, U and X.

ARTICLE VI

Negative Covenants

Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in
full, the Borrower covenants and agrees with the Lenders that:

SECTION 6.01. Liens. The Borrower will not, and will not permit any
Subsidiary to, create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof, except that the Borrower and the Subsidiaries may assign or sell
delinquent receivables and rights in respect thereof and may create, incur,
assume or permit to exist (a) Permitted Liens and (b) other Liens securing
obligations in an aggregate amount at any time not greater than $40,000,000.

SECTION 6.02. Fundamental Changes. (a) The Borrower will not merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of
its assets (whether now owned or hereafter acquired), or liquidate or dissolve,
except that any Subsidiary or other Person may merge into the Borrower if the
Borrower is the surviving corporation and at the time thereof and immediately
after giving effect thereto no Default shall have occurred and be continuing
and the Borrower shall be in compliance with the financial covenants contained
in this Article VI on a pro forma basis with such merger being deemed to have
occurred at the beginning of each relevant period.

(b) The Borrower will not, and will not permit any Subsidiary to,
engage to an extent material to the Borrower and the Subsidiaries on a
consolidated basis in any business other than businesses of the type conducted
by the Borrower and its Subsidiaries on the date hereof and businesses
reasonably related thereto.

SECTION 6.03. Transactions with Affiliates. The Borrower will not,
and will not permit any Subsidiary to, enter into any transaction (including,
without limitation, the purchase or sale of any property or service) with, or
make any payment or transfer to, any of its Affiliates (other than the Borrower
or any Subsidiary) except in the ordinary course of business and upon terms no
less favorable to the Borrower or such Subsidiary than the Borrower or such
Subsidiary could obtain in a comparable arms-length transaction.
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SECTION 6.04. Restrictive Agreements. The Borrower will not, and
will not permit any Subsidiary to, directly or indirectly, enter into, incur or
permit to exist any agreement or other arrangement that prohibits, restricts or
imposes any condition upon the ability of any Subsidiary to pay dividends or
other distributions with respect to any shares of its capital stock or to make
or repay loans or advances to the Borrower or any other Subsidiary or to
Guarantee Indebtedness of the Borrower or any other Subsidiary, other than (i)
such restrictions in the partnership agreements for TVFN and AHN in effect on
the date hereof and (ii) such restrictions on Subsidiaries (other than TVFN and
AHN) that are partnerships, joint ventures, limited liability companies or
other similar entities, and in which the aggregate equity investment of the
Borrower does not exceed $20,000,000.

SECTION 6.05. Leverage. The Borrower will not permit (a) the ratio of
Funded Debt to Pro Forma Operating Cash Flow as of the end of and for any
period of four consecutive fiscal quarters ending after the Effective Date to
be greater than 5.5 to 1.0, (b) the ratio of Funded Debt (excluding
Subordinated Debt) to Pro Forma Operating Cash Flow as of the end of and for
any period of four consecutive fiscal quarters ending after the Effective Date
to be greater than 5.0 to 1.0 or (c) Funded Debt of Subsidiaries (other than
Funded Debt owed to the Borrower or any other Subsidiary) to constitute more
than 10% of the Funded Debt that would at any time be permitted to exist under
clause (a) of this Section 6.05.

SECTION 6.06. Interest Coverage. The Borrower will not permit the
ratio of Pro Forma Operating Cash Flow to Interest Expense for any period of
four consecutive fiscal quarters ending after the Effective Date to be less
than 2.5 to 1.0.

SECTION 6.07. Investments in AHN and TVFN. The Borrower will not,
and will not permit any Subsidiary to, directly or indirectly, make any loans
or advances to, or make any other investment in AHN or TVFN during the term of
the Facility in excess of $100,000,000.

ARTICLE VII

Events of Default

If any of the following events ("Events of Default") shall occur:

(a) any representation or warranty made or deemed made by or on behalf
of the Borrower or any Subsidiary in or in connection with this Agreement,
or in any report, certificate, financial statement or other document
furnished pursuant to or in connection with this Agreement, shall prove to
have been incorrect in any material respect when so made or deemed made;

(b) the Borrower shall fail to pay any principal of any Loan when and
as the same shall become due and payable, whether at the due date thereof
or at a date fixed for prepayment thereof or otherwise;

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(c) the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in clause (b) above)
payable under this Agreement, when and as the same shall become due and
payable, and such failure shall continue unremedied for a period of three
Business Days;

(d) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02(a), (b) or (e), Section
5.03 (with respect to the Borrower's existence) or in Article VI;

(e) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in Section 5.02(c) or (d), and such
failure shall continue unremedied for a period of five Business Days;

(f) the Borrower shall fail to observe or perform any covenant,
condition or agreement contained in this Agreement (other than those
specified in clause (b), (c), (d) or (e) above) and such failure shall
continue unremedied for a period of 30 days after notice thereof from the
Administrative Agent or any Lender to the Borrower;

(g) the Borrower or any Subsidiary shall fail to make any payment of
principal, regardless of amount, in respect of any Material Indebtedness,
when and as the same shall become due and payable;

(h) any event or condition occurs that results in any Material
Indebtedness becoming due prior to its scheduled maturity;

(i) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other
relief in respect of the Borrower or any Subsidiary or its debts, or of a
substantial part of the property or assets of the Borrower or a Subsidiary,
under Title 11 of the United States Code, as now constituted or hereafter
amended, or any other Federal, state or foreign bankruptcy, insolvency,
receivership or similar law or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for the Borrower or
any Subsidiary or for a substantial part of the property or assets of the
Borrower or any Subsidiary; and such proceeding or petition shall continue
undismissed for 60 days or an order or decree approving or ordering any of
the foregoing shall be entered;

(j) the Borrower or any Subsidiary shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or
other relief under Title 11 of the United States Code, as now constituted
or hereafter amended, or any other Federal, state or foreign bankruptcy,
insolvency, receivership or similar law, (ii) consent to the institution
of, or fail to contest in a timely and appropriate manner, any
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proceeding or petition described in clause (i) above, (iii) apply for or
consent to the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Borrower or any Subsidiary or for a
substantial part of the property or assets of the Borrower or any
Subsidiary, (iv) file an answer admitting the material allegations of a
petition filed against it in any such proceeding, (v) make a general
assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

(k) one or more judgments for the payment of money in an amount in
excess of $20,000,000 individually or $35,000,000 (in each case net of
insurance coverage) in the aggregate shall be rendered against the
Borrower, any Subsidiary or any combination thereof (it being understood
that the outstanding adverse declaratory judgment in the Cable L.P. I, Inc.
litigation disclosed in The Providence Journal Company's SEC filings shall
not constitute an Event of Default and that any amount payable in respect
thereof shall not be included in the individual or aggregate limit) and the
same shall remain undischarged for a period of 30 consecutive days during
which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any property or
assets of the Borrower or any Subsidiary to enforce any such judgment;

(l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could reasonably be expected to result in a Material Adverse
Effect;

(m) any main transmitter license, permit or authorization issued to
the Borrower or any Subsidiary by the FCC shall be forfeited, revoked or
not renewed, or any proceeding with respect to any such forfeiture or
revocation shall be instituted by the FCC, where such forfeiture,
revocation or non-renewal or such proceeding, as the case may be, shall be
reasonably likely to result in a Material Adverse Effect;

(n) a Change in Control shall occur;

then, and in every such event (other than an event with respect to the Borrower
described in clause (i) or (j) above), and at any time thereafter during the
continuance of such event, the Administrative Agent, at the request of the
Required Lenders shall, by notice to the Borrower, take either or both of the
following actions, at the same or different times: (i) terminate the
Commitments, and thereupon the Commitments shall terminate immediately, and
(ii) declare the Loans then outstanding to be due and payable in whole (or in
part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other liabilities of the Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower;
and in any event with respect to the Borrower described in clause (i) or (j)
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above, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other liabilities of the Borrower accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower.

ARTICLE VIII

The Agents

Each of the Lenders hereby irrevocably appoints the Agents as its
agents and authorizes the Agents to take such actions on its behalf and to
exercise such powers as are delegated to the Agents by the terms hereof,
together with such actions and powers as are reasonably incidental thereto.

The bank serving as the Administrative Agent hereunder shall have the
same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent, and such bank
and its Affiliates may accept deposits from, lend money to and generally engage
in any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if it were not the Administrative Agent hereunder.

The Agents shall not have any duties or obligations except those
expressly set forth herein. Without limiting the generality of the foregoing
(a) the Agents shall not be subject to any fiduciary or other implied duties,
regardless of whether a Default has occurred and is continuing, and (b) the
Agents shall not have any duty to take any discretionary action or exercise any
discretionary powers permitted hereunder unless requested to do so in writing
by the Required Lenders. No Agent shall be liable for any action taken or not
taken by it with the consent or at the request of the Required Lenders or in
the absence of its own gross negligence or wilful misconduct. In addition, the
Agents shall not be responsible for or have any duty to ascertain or inquire
into (i) any statement, warranty or representation made in or in connection
with this Agreement, (ii) the contents of any certificate, report or other
document delivered hereunder or in connection herewith, (iii) the performance
or observance of any of the covenants, agreements or other terms or conditions
set forth herein, (iv) the validity, enforceability, effectiveness or
genuineness of this Agreement or any other agreement, instrument or document,
or (v) the satisfaction of any condition set forth in Article IV or elsewhere
herein, other than to confirm receipt of items expressly required to be
delivered to the Agents.

The Agents shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing believed by it to be genuine
and to have been signed or sent by the proper Person. The Agents also may rely
upon any statement made to it orally or by telephone and believed by it to be
made by the proper Person, and shall not incur any liability for relying
thereon. Each of the Agents may consult with legal counsel (who may be counsel
for the Borrower), independent accountants and other experts selected by
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it, and shall not be liable for any action taken or not taken by it in
accordance with the advice of any such counsel, accountants or experts.

Each of the Agents may perform any and all its duties and exercise its
rights and powers by or through any one or more sub-agents appointed by such
Agent. The Administrative Agent, the CAF Agent and any such sub-agent may
perform any and all its duties and exercise its rights and powers through
Affiliates or its or its Affiliates' employees. The exculpatory provisions of
the preceding paragraphs shall apply to any such sub-agent, to the Affiliates
of the Administrative Agent, the CAF Agent and any such sub-agent and to the
directors, officers, employees, agents and advisors of the Administrative
Agent, the CAF Agent, any such sub-agent and their respective Affiliates.

Subject to the appointment and acceptance of a successor Agent as
provided below, either Agent may resign at any time by notifying the Lenders
and the Borrower. Upon any such resignation, the Required Lenders, with the
consent of the Borrower (which shall not be unreasonably withheld) shall have
the right to appoint a successor Agent. If no successor shall have been so
appointed by the Required Lenders and shall have accepted such appointment
within 30 days after the retiring Agent gives notice of its resignation, then
the retiring Agent may, with the consent of the Borrower (which shall not be
unreasonably withheld), on behalf of the Lenders, appoint a successor Agent
which shall be a bank with an office in Dallas or The City of New York, having
a combined capital and surplus of at least $500,000,000 or an Affiliate of any
such bank. Upon the acceptance of its appointment as Agent hereunder by a
successor, such successor shall succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent, and the retiring
Agent shall be discharged from its duties and obligations hereunder. After the
Agent's resignation hereunder, the provisions of this Article and Section 9.03
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as Agent.

Each Lender agrees (a) to reimburse the Agents, on demand, in the
amount of its pro rata share at the time reimbursement is sought (based on its
Commitment hereunder or, if the Commitments shall have expired or terminated,
based on its portion of the total Revolving Credit Exposures and outstanding
Competitive Loans) of any expenses incurred for the benefit of the Lenders by
the Agent, including counsel fees and compensation of agents and employees paid
for services rendered on behalf of the Lenders, that shall not have been
reimbursed by the Borrower and (b) to indemnify and hold harmless each of the
Agents and any of its directors, officers, employees or agents, on demand, in
the amount of such pro rata share, from and against any and all liabilities,
taxes, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever that may be
imposed on, incurred by or asserted against it in its capacity as Agent or any
of them in any way relating to or arising out of this Agreement or any action
taken or omitted by it or any of them under this Agreement, to the extent the
same shall not have been reimbursed by the Borrower, provided that no Lender
shall be liable to any Agent or any such other indemnified
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person for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements that are
determined by a court of competent jurisdiction by final and nonappealable
judgment to have resulted from the gross negligence or wilful misconduct of
such Agent or any of its directors, officers, employees or agents.

Each Lender acknowledges that it has, independently and without
reliance upon the Agents or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement. Each Lender also acknowledges that it
will, independently and without reliance upon the Agents or any other Lender
and based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any related agreement or any document
furnished hereunder or thereunder.

ARTICLE IX

Miscellaneous

SECTION 9.01. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

(a) if to the Borrower, to it at 000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, XX
00000, Attention of the Chief Financial Officer (Telecopy No.
214-977-8209) with a copy to the General Counsel;

(b) if to the Administrative Agent, to the attention of Loan
Syndication Services/Xxxx Xxxxxxx (Telecopy No. 713-750-3810), with a
copy to Texas Commerce Bank National Association, at Dallas, TX,
Attention of Xxxxx Xxxxx (Telecopy No. 214-965-2997);

(c) if to the CAF Agent, to it at Loan and Agency Service Group, at
One Chase Xxxxxxxxx Xxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention
of Xxxxx Xxxxxxxx (Telecopy No. 212-552-5658);

(d) if to a Lender, to it at its address (or telecopy number) set
forth in its Administrative Questionnaire.

Any party hereto may change its address or telecopy number for notices and
other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt if delivered by hand or overnight courier service or sent by
telecopy or on the date five Business Days after dispatch by certified or
registered mail if mailed, except that notices and communications to the Agents
pursuant
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to Article II shall be deemed to have been given only when received by the
Agents.

SECTION 9.02. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, the CAF Agent or any Lender in exercising any right or
power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or
discontinuance of steps to enforce such a right or power, preclude any other or
further exercise thereof or the exercise of any other right or power. The
rights and remedies of the Administrative Agent, the CAF Agent and the Lenders
hereunder are cumulative and are not exclusive of any rights or remedies that
they would otherwise have. No waiver of any provision of this Agreement or
consent to any departure by the Borrower therefrom shall in any event be
effective unless the same shall be permitted by paragraph (b) below, and then
such waiver or consent shall be effective only in the specific instance and for
the purpose for which given.

(b) Neither this Agreement nor any provision hereof may be waived,
amended or modified except pursuant to an agreement or agreements in writing
entered into by the Borrower and the Required Lenders or by the Borrower and
the Administrative Agent with the consent of the Required Lenders; provided
that no such agreement shall (i) increase or decrease the Commitment of any
Lender (except for a ratable decrease in the Commitments of all the Lenders),
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or reduce the rate of interest thereon, or reduce any fees payable
hereunder, without the written consent of each Lender affected thereby, (iii)
postpone the scheduled date of payment of the principal amount of any Loan, or
any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration
of any Commitment, without the written consent of each Lender affected thereby,
or (iv) change any of the provisions of this Section or the definition of
"Required Lenders" or any other provision hereof specifying the number or
percentage of Lenders required in order to waive, amend or modify any rights
hereunder or grant any consent hereunder, without the written consent of each
Lender; provided further that no such agreement shall amend, modify or
otherwise affect the rights or duties of the Administrative Agent, hereunder
without the prior written consent of the Administrative Agent.

SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower
agrees to pay (i) all reasonable out-of-pocket expenses incurred by any Agent
and its Affiliates, including the reasonable fees, charges and disbursements of
Cravath, Swaine & Xxxxx, counsel for the Agents, in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of this Agreement or any amendments, modifications or waivers of
the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Agents or any Lender, including the reasonable fees, charges
and disbursements of any counsel for the Agents or any Lender, in connection
with the enforcement or protection of its rights in connection with this
Agreement.
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(b) The Borrower agrees to indemnify each of the Agents and each
Lender, each Affiliate of any of them and each of the respective directors,
officers, employees, agents and advisors of the foregoing (each such Person
being called an "Indemnitee") against, and to hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses,
including the fees, charges and disbursements of any counsel for any
Indemnitee, incurred by or asserted against any Indemnitee arising out of, in
connection with, or as a result of (i) the execution or delivery of this
Agreement or any agreement or instrument contemplated hereby, the performance
by the parties hereto of their respective obligations hereunder or the
consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or the use of the proceeds thereof, (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or
(iv) any claim, litigation, investigation or proceeding relating to any of the
foregoing, whether or not any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee (BUT
SHALL BE AVAILABLE TO THE EXTENT THEY ARE DETERMINED TO HAVE RESULTED FROM, IN
WHOLE OR IN PART, THE SIMPLE NEGLIGENCE OF SUCH INDEMNITEE).

(c) To the extent permitted by applicable law, the Borrower agrees
not to assert, and hereby waives, any claim against any Indemnitee, on any
theory of liability, for special, indirect, consequential or punitive damages
(as opposed to direct or actual damages) arising out of, in connection with, or
as a result of, this Agreement or any agreement or instrument contemplated
hereby, the Transactions, any Loan or the use of the proceeds thereof.

(d) All amounts due under this Section shall be payable no later than
10 days after written demand therefor.

SECTION 9.04. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby, except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender (and any attempted
assignment or transfer by the Borrower without such consent shall be null and
void). Nothing in this Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto and their respective
successors and assigns permitted hereby) any legal or equitable right, remedy
or claim under or by reason of this Agreement.

(b) Any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitment and the Loans at the time owing to it); provided that (i)
except in the case of an assignment to a Lender or an Affiliate of a Lender,
each of the Borrower (and, except in the case of an assignment limited to
rights in respect of an outstanding Competitive Loan, the Administrative
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Agent) must give their prior written consent to such assignment (which consent
shall not be unreasonably withheld), (ii) except in the case of an assignment
to a Lender or an Affiliate of a Lender or an assignment of the entire
remaining amount of the assigning Lender's Commitment, the amount of the
Commitment of the assigning Lender subject to each such assignment (determined
as of the date the Assignment and Acceptance with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $20,000,000,
(iii) each partial assignment shall be made as an assignment of a proportionate
part of all the assigning Lender's rights and obligations under this Agreement,
except that this clause shall not apply to rights in respect of outstanding
Competitive Loans, (iv) the Lenders party to each such assignment shall execute
and deliver to the Administrative Agent an Assignment and Acceptance, together
with a processing and recordation fee of $3,500, and (v) the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire. Upon acceptance and recording pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance, which effective date shall be at least five
Business Days after the execution thereof, the assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 2.13, 2.14, 2.15 and 9.03).

(c) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in The City of New York a
copy of each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitment of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "Register"). The entries in the Register shall
be conclusive, and the Borrower, the Administrative Agent and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms
hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

(d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in paragraph (b)
above and any written consent to such assignment required by paragraph (b)
above, the Administrative Agent shall (i) accept such Assignment and
Acceptance, (ii) record the information contained therein in the Register and
(iii) give prompt notice thereof to the Lenders. No assignment shall be
effective unless it has been recorded in the Register as provided in this
paragraph (d).
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(e) Any Lender may, without the consent of the Borrower or the
Administrative Agent, sell participations to one or more banks or other
entities ("Participants") in all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the
Loans owing to it); provided that (i) such Lender's obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Agents, and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement. Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 9.02(b) that affects such
Participant. Subject to paragraph (f) below, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15
to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. In connection with any
sale of a participation pursuant to this paragraph, the selling Lender shall
obtain from the Participant an undertaking to be bound by the provisions of
Section 9.12. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with paragraph (b) above shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with this paragraph.

(f) A Participant shall not be entitled to receive any greater
payment under Section 2.13 or 2.15 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 2.15
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.15(e) as though it were a Lender.

(g) Any Lender may at any time assign all or any portion of its
rights under this Agreement to a Federal Reserve Bank to secure extensions of
credit by such Federal Reserve Bank to such Lender; provided that no such
assignment shall release a Lender from any of its obligations hereunder or
substitute any such Federal Reserve Bank for such Lender as a party hereto.

SECTION 9.05. Survival. All covenants, agreements, representations
and warranties made by the Borrower herein and in the certificates or other
instruments delivered in connection with or pursuant to this Agreement shall be
considered to have been relied upon by the Lenders and shall survive the
execution and delivery of this Agreement and the making of any Loans,
regardless of any investigation made by the Lenders or on their behalf and
notwithstanding that the Administrative Agent or any Lender may have
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had notice or knowledge of any Default or incorrect representation or warranty
at the time any credit is extended hereunder, and shall continue in full force
and effect as long as the principal of or any accrued interest on any Loan or
any fee or any other amount payable under this Agreement is outstanding and
unpaid and so long as the Commitments have not expired or terminated. The
provisions of Sections 2.13, 2.14, 2.15 and 9.03 shall survive and remain in
full force and effect regardless of the consummation of the transactions
contemplated hereby, the repayment of the Loans or the termination of the
Commitments, this Agreement or any provision hereof.

SECTION 9.06. Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract. This Agreement
and any separate letter agreements with respect to fees payable to the Agents
constitute the entire contract among the parties relating to the subject matter
hereof and supersede any and all previous agreements and understandings, oral
or written, relating to the subject matter hereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been
executed by the Agents and when the Agents shall have received counterparts
hereof which, when taken together, bear the signatures of each of the other
parties hereto, and thereafter shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns. Delivery of
an executed counterpart of a signature page of this Agreement by telecopy shall
be effective as delivery of a manually executed counterpart of this Agreement.

SECTION 9.07. Severability. Any provision of this Agreement held to
be invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

SECTION 9.08. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender is hereby authorized at any time and
from time to time, to the fullest extent permitted by law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final)
at any time held and other indebtedness at any time owing by such Lender to or
for the credit or the account of the Borrower against any of and all the
obligations of the Borrower now or hereafter existing under this Agreement held
by such Lender, irrespective of whether or not such Lender shall have made any
demand under this Agreement and although such obligations may be unmatured.
The rights of each Lender under this Section are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.

SECTION 9.09. Governing Law; Jurisdiction; Consent to Service of
Process. (a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
55
51

(b) The Borrower hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of the Supreme Court
of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court
from any thereof, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment, and each of
the parties hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal
court. Each of the parties hereto agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
Nothing in this Agreement shall affect any right that the Administrative Agent,
the CAF Agent or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against the Borrower or its properties in
the courts of any jurisdiction.

(c) The Borrower hereby irrevocably and unconditionally waives, to
the fullest extent it may legally and effectively do so, any objection which it
may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement in any court referred
to in paragraph (b) of this Section. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

(d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 9.01. Nothing in this
Agreement will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.

SECTION 9.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY
HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER
PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT,
IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

SECTION 9.11. Headings. Article and Section headings and the Table
of Contents used herein are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

SECTION 9.12. Confidentiality. Each of the Agents and the Lenders
agrees to maintain the confidentiality of the Information (as defined below),
except that Information may be disclosed (a) to its and its Affiliates'
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such
disclosure is made will be
56
52

informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this
Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Agreement or the enforcement of
rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the
Borrower or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent, or any Lender on a nonconfidential basis from a
source other than the Borrower. For the purposes of this Section,
"Information" means all information received from the Borrower relating to the
Borrower or its business including any potential acquisition or proposed
business transaction, other than any such information that is available to the
Agents or any Lender on a nonconfidential basis prior to disclosure by the
Borrower; provided that, in the case of information received from the Borrower
after the date hereof (other than information obtained by any Lender in the
course of examining the books or records of the Borrower or any Subsidiary as
permitted by Section 5.06) such information is clearly identified at the time
of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

SECTION 9.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any
Loan, together with all fees, charges and other amounts which are treated as
interest on such Loan under applicable law (collectively the "Charges"), shall
exceed the maximum lawful rate (the "Maximum Rate") which may be contracted
for, charged, taken, received or reserved by the Lender holding such Loan in
accordance with applicable law, the rate of interest payable in respect of such
Loan hereunder, together with all Charges payable in respect thereof, shall be
limited to the Maximum Rate and, to the extent lawful, the interest and Charges
that would have been payable in respect of such Loan but were not payable as a
result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be
increased (but not above the Maximum Rate therefor) until such cumulated
amount, together with
57
53

interest thereon at the Federal Funds Effective Rate to the date of repayment,
shall have been received by such Lender.

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

A. H. BELO CORPORATION,

by /s/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President/Treasurer
58
54

TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, individually and as
Administrative Agent,

by /s/ J. XXXXX XXXXX
--------------------------------
Name: J. Xxxxx Xxxxx
Title: Senior Vice President
59
55

THE CHASE MANHATTAN BANK, as CAF
Agent,

by /s/ XXXXXXX XXXXX
-----------------------------
Name: Xxxxxxx Xxxxx
Title: Vice President
Attorney-in-fact
60
56

BANK OF AMERICA NT & SA,

by /s/ XXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
61
57

BANK OF TOKYO-MITSUBISHI, LTD.,

by /s/ X. XXXXXXXX
--------------------------------
Name: X. Xxxxxxxx
Title: Vice President
62
58

NATIONSBANK OF TEXAS, N.A.,

by /s/ XXXX XXXXXXX
-----------------------------
Name: Xxxx Xxxxxxx
Title: Senior Vice President
63
59

XXXXXX GUARANTY TRUST COMPANY,

by /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
64
60

SOCIETE GENERALE,

by /s/ XXXXXXXXXXX X. XXXXXX
------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Vice President
65
61

THE FIRST NATIONAL BANK OF BOSTON,

by /s/ XXXXXX X. XXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
66
62

FLEET BANK,

by /s/ XXXXXXXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxxxx
Title: Vice President
67
63

THE FUJI BANK, LIMITED,

by /s/ XXXXXXX X. XXXXXXXX, III
--------------------------------
Name: Xxxxxxx X. Xxxxxxxx, III
Title: Vice President &
Joint Manager
68
00

XXXXXX XXXXXXXXX XX XXXXX,
XXXXXXX AGENCY,

by /s/ XXXXX X. XXXXXX
--------------------------------
Name: Xxxxx X. Xxxxxx
Title: Vice President
69
65

CIBC INC.,

by /s/ XXXXXXX X. XXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
70
66

MELLON BANK, N.A.,

by /s/ XXXXXXX X. XXXXXX
--------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: First Vice President
71
67

THE SAKURA BANK LIMITED,
NEW YORK BRANCH,

by /s/ XXXXXXXX XXXXXXX
--------------------------------
Name: Xxxxxxxx Xxxxxxx
Title: Senior Vice President
72
68

THE TOKAI BANK, LIMITED,

by /s/ XXXXXX X. XXXXXXXX
--------------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Deputy General Manager
73
69

THE TOYO TRUST & BANKING CO LTD.,

by /s/ TAKAO SHIDA
--------------------------------
Name: Takao Shida
Title: Deputy General Manager
74
70

THE SANWA BANK LIMITED,
DALLAS AGENCY,

by /s/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
75
71

WACHOVIA BANK OF GEORGIA, N.A.,

by /s/ XXXX X. XXXX
--------------------------------
Name: Xxxx X. Xxxx
Title: Vice President
76
72

XXXXX FARGO BANK (TEXAS), N.A.,

by /s/ XXX XXXXXX
--------------------------------
Name: Xxx Xxxxxx
Title: Assistant Vice President
77
73

CREDIT LYONNAIS, NEW YORK BRANCH,

by /s/ XXXXXXX-XXXX XXXXXXX
--------------------------------
Name: Xxxxxxx-Xxxx Xxxxxxx
Title: Senior Vice President
78
74

THE DAI-ICHI KANGYO BANK, LTD.,

by /s/ X. XXXXXXX
--------------------------------
Name: X. Xxxxxxx
Title: Vice President
79
75

FIRST HAWAIIAN BANK,

by /s/ XXXXXX X. XXXXX
--------------------------------
Name: Xxxxxx X. Xxxxx
Title: Assistant Vice President
80
76

THE INDUSTRIAL BANK OF JAPAN,
LIMITED, NEW YORK BRANCH,

by /s/ XXXXXXXXX XXXXXXXX
--------------------------------
Name: Xxxxxxxxx Xxxxxxxx
Title: Executive Vice President,
Houston Office
81
77

THE LONG-TERM CREDIT BANK OF JAPAN,
LIMITED, NEW YORK BRANCH,

by /s/ XXXX X. XXXXXXXX
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Joint General Manager
82
78

MICHIGAN NATIONAL BANK,

by /s/ XXXXXXXXX X. XXXXX
-----------------------------
Name: Xxxxxxxxx X. Xxxxx
Title: Relationship Manager
83
79

THE NORTHERN TRUST COMPANY,

by /s/ XXXX X. XXXXX
------------------------------
Name: Xxxx X. Xxxxx
Title: Second Vice President
84
80

CRESTAR BANK,

by /s/ XXXXXX X. XXXXXX
-----------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
85
81

HIBERNIA NATIONAL BANK,

by /s/ XXXX X. XXXXXXXXXX
-----------------------------
Name: Xxxx X. Xxxxxxxxxx
Title: Vice President
86
82

THE MITSUBISHI TRUST AND BANKING
CORPORATION,

by /s/ XXXXXXX XXXXXX
--------------------------------
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President
87
83

SUNTRUST BANK, CENTRAL
FLORIDA, N.A.,

by /s/ XXXXX XXXXXXX
------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
88
84

TORONTO DOMINION (TEXAS) INC.,

by /s/ XXXX XXXXXXX
--------------------------------
Name: Xxxx Xxxxxxx
Title: Vice President
89
00

XXXXXXXXXXXX XXXXXXXXXX
XXXXXXXXXXXX, XXX XXXX BRANCH,

by /s/ XXXXX XXXXXXXX
------------------------------
Name: Xxxxx XxXxxxxx
Title: Vice President

by /s/ XXXXXXXXX XXXXXXXXXX
-----------------------------
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Vice President Credit
Department
90
00

XXXXX XXXXX XXXXXXXX XXXX XX
XXXXX XXXXXXXX,

by /s/ XXXXX X. LOFIRA
--------------------------------
Name: Xxxxx X. Lofira
Title: Senior Vice President
91
87

CREDIT AGRICOLE,

by /s/ XXXXX XXXXX
-----------------------------
Name: Xxxxx Xxxxx
Title: First Vice President
Head of Corporate
Banking Chicago
92
88

U.S. BANK OF WASHINGTON, N.A.,

by /s/ XXXX XXXXX
--------------------------------
Name: Xxxx Xxxxx
Title: Vice President
93
89

THE YASUDA TRUST & BANKING CO.,
LTD.,

by /s/ XXXXXX XXXXXX
--------------------------------
Name: Xxxxxx Xxxxxx
Title: Deputy General Manager
94
EXHIBIT A
[Form of]

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement dated as of January 31, 1997
(the "Credit Agreement"), among A. H. Belo Corporation, a Delaware corporation
(the "Borrower"), the lenders listed on Schedule 2.01 thereto (the "Lenders"),
Texas Commerce Bank National Association, as administrative agent for the
Lenders (in such capacity, the "Administrative Agent") and The Chase Manhattan
Bank, as Competitive Advance Facility Agent (the "CAF Agent"). Terms defined
in the Credit Agreement are used herein with the same meanings.

1. The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, without recourse, from
the Assignor, effective as of the Effective Date set forth below (but not prior
to the registration of the information contained herein in the Register
pursuant to Section 9.04(c) of the Credit Agreement), the interests set forth
below (the "Assigned Interest") in the Assignor's rights and obligations under
the Credit Agreement, including, without limitation, the amounts and
percentages set forth below of (i) the Commitment of the Assignor on the
Effective Date and (ii) the Loans owing to the Assignor which are outstanding
on the Effective Date. Each of the Assignor and the Assignee hereby makes and
agrees to be bound by all the representations, warranties and agreements set
forth in Section 9.04(b) of the Credit Agreement, a copy of which has been
received by each such party. From and after the Effective Date (i) the
Assignee shall be a party to and be bound by the provisions of the Credit
Agreement and, to the extent of the interests assigned by this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under
the Loan Documents and (ii) the Assignor shall, to the extent of the interests
assigned by this Assignment and Acceptance, relinquish its rights and be
released from its obligations under the Credit Agreement.

2. This Assignment and Acceptance is being delivered to the
Administrative Agent together with (i) if the Assignee is organized under the
laws of a jurisdiction outside the United States, the forms specified in
Section 2.15(e) of the Credit Agreement, duly completed and executed by such
Assignee, (ii) if the Assignee is not already a Lender under the Credit
Agreement, an Administrative Questionnaire in the form supplied by the
Administrative Agent and (iii) a processing and recordation fee of $3,500.

3. This Assignment and Acceptance shall be governed by and construed
in accordance with the laws of the State of New York.

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee's Address for Notices:

Effective date of Assignment
(may not be fewer than 5 Business
Days after the Date of Assignment):
95

Percentage Assigned of Applicable
Facility/Commitment (set forth, to
at least 8 decimals, as a
(Principal Amount Assigned and percentage of the Facility and the
Identifying Information as to aggregate Commitments of all
Facility/Commitment individual Competitive Loans Lenders thereunder)
------------------- ----------------------------- -----------------------------------
Revolving Credit $ %
Competitive Loans $ %

The terms set forth above are
hereby agreed to: Accepted */
-

___________________, as Assignor TEXAS COMMERCE BANK NATIONAL ASSOCIATION,
as Administrative Agent

by:__________________________ by:_______________________
Name: Name:
Title: Title:

___________________, as Assignee

by:__________________________
Name:
Title:
96
EXHIBIT B-1

[Letterhead of]

A. H. BELO CORPORATION

January [ ], 1997

Texas Commerce Bank National Association
as Administrative Agent
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000

Chase Securities Inc.,
as Arranger
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

The Lenders from time to time party to the Credit
Agreement referred to below (all of
the Addressees, collectively, the
"Creditors")

Dear Ladies and Gentlemen:

I have acted as General Counsel to A. H. Belo Corporation, a Delaware
corporation (the "Borrower"), in connection with the execution and delivery
today of, and the consummation of the transactions contemplated by, the Credit
Agreement dated as of January 31, 1997, (the "Credit Agreement"), among the
Borrower, the financial institutions party thereto as lenders (the "Lenders"),
Texas Commerce Bank National Association, as administrative agent (in such
capacity, the "Administrative Agent") and The Chase Manhattan Bank, as
Competitive Advance Facility Agent (the "CAF Agent"), Bank of America National
Trust and Savings Association and Bank of Tokyo-Mitsubishi, Ltd., as
Co-Syndication Agents, and NationsBank of Texas, N.A., as Documentation Agent
and any promissory notes ("Notes") delivered in connection with the Credit
Agreement. This opinion is delivered pursuant to Section 4.01(b)of the Credit
Agreement. Capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Credit Agreement.

In connection with this opinion, I have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Credit Agreement
and such other records, agreements, instruments and other documents, and have
made such other investigations, as I have deemed necessary for the purpose of
this opinion.

Based upon the foregoing, it is my opinion that:

1. The Borrower and each Subsidiary (a) is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has all requisite corporate power and
authority to own its property and assets and to carry on its business as now
conducted and as proposed to be conducted, (c) is qualified to do business and
is in good standing in each jurisdiction where such qualification is required,
except where the failure so to qualify could not reasonably be expected to
result in a Material Adverse Effect, and (d) in the case of the Borrower, has
the corporate power and
97

authority to execute, deliver and perform its obligations under the Credit
Agreement and to borrow thereunder.

2. The execution, delivery and performance of the Credit Agreement by
the Borrower and the borrowings thereunder (a) have been duly authorized by all
requisite corporate and, if necessary, stockholder action of the Borrower and
each Subsidiary and (b) will not (i) violate (A) any provision of the
certificate of incorporation or by laws of the Borrower or any Subsidiary, (B)
to my knowledge after reasonable inquiry any law, statute, rule or regulation
or any order of any Governmental Authority applicable to the Borrower or any
Subsidiary or their properties or (C) any provision of any indenture or other
material agreement or other material instrument to which the Borrower or any
Subsidiary is a party or by which any of them or any of their property is or
may be bound, (ii) be in conflict with, result in a breach of or constitute
(along or with notice or lapse of time or both) a default under, or give rise
to any right to accelerate or to require the prepayment, repurchase or
redemption of any obligation under any such indenture, agreement or other
instrument or (iii) result in the creating or imposition of any Lien upon or
with respect to any property or assets now owned or hereafter acquired by the
Borrower or any Subsidiary.

3. If, contrary to the intent of the parties, the Credit Agreement
were held to be governed by the laws of the State of Texas, the Credit
Agreement would nevertheless constitute a valid and binding agreement of the
Borrower, enforceable in accordance with its terms, except (a) enforcement of
the indemnification and exculpatory provisions of the Credit Agreement may be
limited by applicable securities laws and other laws and public policies, (b)
enforcement of the Credit Agreement may be limited by Debtor Relief Laws and is
subject to equitable principles, and (c) certain provisions of the Credit
Agreement may be limited by, modified or unenforceable under applicable state
and federal laws, regulations, rulings and decisions in addition to those
referenced herein, if any; however, such limitation, modification or
unenforceability should not in our opinion materially diminish or substantially
interfere with the practical realization of benefits intended to be afforded by
the Credit Agreement except for the economic consequences of any procedural
delay which may result therefrom.

4. No action, consent or approval of, registration or filing with or
any other action by any Governmental Authority is or will be required in
connection with the execution, delivery and performance of the Loan Documents
by the Borrower party thereto or the consummation of the transactions
contemplated thereby, other than routine filings with the SEC and FCC or
required of public companies and FCC licensees and such authorizations and
approvals as have already been obtained and are in full force and effect.

5. There are not any actions, suits or proceedings at law or in
equity or by or before any Governmental Authority now pending or, to our
knowledge, threatened against or affecting the Borrower or any Subsidiary or
any business, property or rights of any such person (i) that involve the Credit
Agreement or the transactions contemplated thereby or (ii) as to which there is
a reasonable possibility of an adverse determination and that, if adversely
determined, could
98

reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect.

6. All shares of capital stock of each Subsidiary have been duly and
validly authorized and issued, are fully paid and non-assessable and, except as
set forth on Schedule 6.01 to the Credit Agreement, are owned by the Borrower,
directly or indirectly, free and clear of all Liens. No authorized but
unissued or treasury shares of capital stock of any Subsidiary are subject to
any option, warrant, right to call or commitment of any kind. Other than the
ongoing stock repurchase program of the Borrower, neither the Borrower nor any
Subsidiary is subject to any obligation (contingent or otherwise) to repurchase
or otherwise acquire or retire any shares of its capital stock or any
securities convertible into or for shares of its capital stock. Neither the
Borrower nor any Subsidiary is a party to any agreement restricting the
transfer or voting of any shares of any capital stock of any Subsidiary.

7. Neither the Borrower nor any of the Subsidiaries is an "investment
company" or a company "controlled" by an "investment company", within the
meaning of the Investment Company Act of 1940.

8. Neither the Borrower nor any of the Subsidiaries is a "holding
company" or a "subsidiary company" of a "holding company", within the meaning
of the Public Utility Holding Company Act of 1935.

9. The making of the Loans to the Borrower and the application of the
proceeds thereof by the Borrower pursuant to the terms of the Credit Agreement
will not violate Regulation G, T, U or X of the Board of Governors of the
Federal Reserve System.

I am admitted to practice in the State of Texas. I express no opinion
as to matters under or involving the laws of any jurisdiction other than the
laws of the State of Texas, the General Corporation Law of the State of
Delaware and the Federal Laws of the United States.

This opinion may be relied upon by each of you, by any successors and
assigns of the Administrative Agent, and any participant, assignee or successor
to the interests of the Lenders under the Credit Agreement.

Very truly yours,
99
EXHIBIT B-2
[Letterhead of]

XXXXX XXXXXXX RAIN XXXXXXX

January 31, 1997

Texas Commerce Bank National Association
as Administrative Agent
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000

Chase Securities Inc.,
as Arranger
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

The Lenders from time to time party to the Credit
Agreement referred to below (all of
the Addressees, collectively, the
"Creditors")

Dear Ladies and Gentlemen:

This opinion is being delivered to you pursuant to Section 4.01(b) of
that certain $1,500,000,000 Credit Agreement dated as of January 31, 1997 (the
"Credit Agreement") among A. H. Belo Corporation, a Delaware corporation
("Borrower"), the financial institutions who are parties thereto as Lenders,
Texas Commerce Bank National Association ("TCB"), as Administrative Agent and
the Chase Manhattan Bank ("Chase"), as Competitive Advance Facility Agent, Bank
of America National Trust and Savings Association and Bank of Tokyo-Mitsubishi,
Ltd., as Co-Syndication Agents, and NationsBank of Texas, N.A. ("NationsBank"),
as Documentation Agent. Terms which are defined in the Credit Agreement and
which are used but not defined herein shall have the meanings given them in the
Credit Agreement. We have acted as counsel for Borrower in connection with the
transactions provided for in the Credit Agreement. Please be advised that we
are engaged by Borrower and/or its Subsidiaries from time to time to assist
with selected matters and do not serve as general counsel to any of such
entities. Also, please be advised that we are engaged by TCB, Chase,
NationsBank and certain other Lenders (or affiliates of TCB, Chase and such
other Lenders) from time to time to assist in selected matters unrelated to the
Credit Agreement.

For purposes of this opinion, we have examined originals or copies of
the Credit Agreement and the promissory notes evidencing the Loans (referred to
herein individually as a "Principal Loan Document" and collectively as the
"Principal Loan Documents") and such corporate records of Borrower and such
other documents and matters of law which we have considered necessary for such
purposes. In connection with our examination, we have assumed the genuineness
of all signatures and the authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to
us as copies, and the authenticity of the originals of such copies. As to
matters of fact material to this opinion, we have relied, without any
100

independent investigation or verification upon the accuracy of the
representations, warranties and other statements of fact made in or pursuant to
the Principal Loan Documents.

In rendering the opinions expressed below, we have assumed the
accuracy and validity of the opinions of Borrower's General Counsel expressed
to you by letter of even date herewith, and to the extent relevant to our
opinions, have relied upon such opinions without independent investigation or
verification. Furthermore, we have assumed, with respect to the Credit
Agreement, that:

(i) such documents have been duly authorized by, have been duly
executed and delivered by, and constitute legal, valid, binding
and enforceable obligations of, all of the parties to such
documents (other than Borrower);

(ii) all signatories to such documents (other than on behalf of
Borrower) have been duly authorized;

(iii) all of the parties to such documents (other than Borrower) are
duly organized and validly existing and have the power and
authority (corporate or other) to execute, deliver and perform
such documents; and

(iv) no course of dealing, custom or practice between Borrower and
any Agent or Lender shall supersede any provision thereof.

The opinions expressed herein are limited to the laws of the State of
Texas and federal laws of the United States except that we express no opinion
with respect to, and have not taken into account the effect of, (i) the
Communications Act of 1934, as amended, the Telecommunications Act of 1996, as
amended, or the rules, regulations and policies of the FCC or (ii) applicable
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
transfer or other similar laws relating to or affecting the rights of creditors
or the obligations of debtors generally ("Debtor Relief Laws"). We call your
attention to the fact that each Principal Loan Document (to the extent provided
therein) provides that it is to be governed by and construed in accordance with
the laws of the State of New York, as to which we have made no independent
examination and express no opinion. With your permission we have assumed that
the laws of the State of New York relevant to the matters addressed in our
opinion are identical to the laws of the State of Texas.

Based upon the foregoing, having due regard for the legal
considerations we deem relevant and subject to the qualifications, assumptions
and exceptions herein set forth, we are of the opinion that the Principal Loan
Documents have been duly executed and delivered by the Borrower and constitute
legal, valid and binding obligations of the Borrower and are enforceable
against the Borrower in accordance with their terms, except (a) enforcement of
the indemnification and exculpatory provisions of the Principal Loan Documents
may be limited by applicable securities laws and other laws and public
policies, (b) enforcement of the Principal Loan Documents may be limited by
Debtor Relief Laws and is subject to equitable principles, and (c) certain
provisions of the Principal Loan Documents may be limited, modified or
101

unenforceable under applicable state and federal laws, regulations, rulings and
decisions in addition to those referenced herein, if any; however, such
limitation, modification or unenforceability should not in our opinion
materially diminish or substantially interfere with the practical realization
of benefits intended to be afforded by the Principal Loan Documents except for
the economic consequences of any procedural delay which may result therefrom.

In rendering the opinions expressed herein, we have assumed that (a)
every provision of the Principal Loan Documents limiting the rate and amount of
interest charged thereunder to the maximum amount permitted by applicable law
has been and will continue to be complied with and that each and every usury
savings clause contained in the Principal Loan Documents has been and will
continue to be complied with; (b) no other fees, sums, or benefits, whether
direct or indirect, have been charged, paid, or received or are, or may be
payable to or chargeable or receivable by any Agent or Lender except as
expressly mentioned in the Principal Loan Documents, the Commitment Letter and
the fee letter referred to therein; (c) any fees or charges which have been or
may be paid to any Agent or any Lender or to any other party are, or will be,
for services actually rendered, and that such fees and charges will not exceed
just and reasonable compensation for such services rendered; and (d) any fees
paid or to be paid by the Borrower to any Agent or any Lender and denominated
"commitment fees" or the like are in fact commitment fees and not sums paid for
the use, forbearance or detention of money.

The opinions herein expressed are solely for your benefit in
connection with the transactions contemplated by the Credit Agreement, and no
one else is entitled to rely hereon (other than permitted successors and
assigns) without our written consent. No person is entitled to rely hereon to
the extent such person or its counsel shall have any knowledge why any opinion
expressed herein is not accurate in any material respect. We hereby disclaim
any obligation to advise you of any changes in fact or law which might affect
the opinions expressed herein.

Sincerely,

XXXXX XXXXXXX RAIN XXXXXXX
(A Professional Corporation)

By: __________________________
Xxx Xxxx

102
EXHIBIT B-3
[Form of Opinion of Wiley, Rein & Fielding-
FCC Counsel for Borrower]

January [ ], 1997

Texas Commerce Bank National Association
as Administrative Agent
0000 Xxxx Xxxxxx
Xxxxxx, XX 00000

Chase Securities, Inc.
as Arranger
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000

The Lenders from time to time party to the
Credit Agreement referred to below
(all of the Addressees, collectively, the "Creditors")

Dear Ladies and Gentlemen:

We have acted as special communications counsel to A. H. Belo Corporation,
a Delaware Corporation (the "Borrower"), in connection with the execution and
delivery today of, and the consummation of the transactions contemplated by,
the Credit Agreement dated as of January 31, 1997, (the "Credit Agreement"),
among the Borrower, the financial institutions party thereto as lenders (the
"Lenders") and Texas Commerce Bank National Association, as administrative
agent (in such capacity, the "Administrative Agent"). This opinion is
delivered pursuant to Section 4.01(b) of the Credit Agreement. Capitalized
terms used but not defined herein shall have the meanings assigned to such
terms in the Credit Agreement.

In rendering this opinion, we have examined the Credit Agreement and such
other documents and instruments and such questions of law as we have deemed
necessary for the purpose of rendering the opinion set forth herein.
Additionally, we have relied upon the representations made by the Borrower in
the Credit Agreement, upon the statements of officers and representatives of
the Borrower, and upon records relating to the Borrower and the television
broadcast stations owned and operated by the Borrower and its several
Subsidiaries (the "Stations") that are routinely available for public
inspection at the Federal Communications Commission ("FCC"). We have assumed
the genuineness of all signatures on all original documents, the conformity to
original documents of all copies submitted to us, and the full authorization,
execution, and delivery of all documents by parties responsible therefor. We
also have assumed that the documents and instruments described or referred to
herein fully express the agreements of any party thereto. Finally, we have
assumed the completeness of the public files relating to the Borrower, its
Subsidiaries, and the Stations maintained by the FCC and the accuracy and
authenticity of all documents contained therein.

Whenever our opinion herein with respect to the existence (or absence) of
facts is qualified by the phrase "to the best of our knowledge," it is intended
to indicate that, during the course of our
103

representation of the Borrower, no information has come to our attention which
would give us actual knowledge of the existence (or absence) of such facts. We
have undertaken no on site inspection whatsoever of any of the Stations and,
except as otherwise specifically stated herein, we have not undertaken any
independent investigation to determine the existence or absence of such facts,
and no inference as to our knowledge of the existence (or absence) of such
facts should be drawn from the fact of our representation of the Borrower.

We are admitted to practice law in the District of Columbia. We address
herein only matters within the jurisdiction of the FCC under the Communications
Act of 1934, as amended, and the rules, regulations and published orders of the
FCC (Collectively, the "Communications Laws") applicable to the Stations. We
express no opinion as to matters arising under or involving any other laws.

Based upon the subject to the foregoing, it is our opinion that:

1. The Borrower or its Subsidiaries are the respective holders of the
licenses, permits, and authorizations issued by the FCC listed in Attachment A
hereto (the "FCC Licenses"). The FCC Licenses are in full force and effect for
the terms specified in Attachment A and, where applicable, timely renewal
applications have been filed with the FCC with respect to such FCC Licenses.
The FCC Licenses are not subject to any condition, restriction or limitation
materially adverse to the Borrower or the Stations except for conditions,
restrictions or limitations that appear on the faces of the FCC Licenses or
that are set forth in the rules, regulations or policies of the FCC that are
applicable generally to stations of the types, nature, classes, or locations of
the Stations.

2. To the best of our knowledge, no judgment, decree, order or notice has
been issued by the FCC which permits, or after notice or lapse of time or both,
would permit, revocation, nonrenewal, or termination of any of the FCC Licenses
prior to the respective expiration dates thereof, or which results or would
result in any other material impairment of any rights thereunder.

3. Neither the execution and delivery by the Borrower of the Credit
Agreement nor the fulfillment of or compliance with any of the provisions
thereof will (a) result in a violation of the Communications Laws, or (b)
require any authorization, consent, approval, exemption or other action by, or
any notice or filing with, the FCC pursuant to the Communications Laws (other
than routine filings after the date of this opinion with the FCC under Section
73.3613(b)(5) of the FCC's Rules and Regulations).

4. Other than as set forth in Attachment A and except as to any other
matters relating to the television broadcast industry in general, to the best
of our knowledge, no proceeding, claim, lawsuit, investigation or other action
is (a) currently pending before the FCC or (b) threatened in writing and
received by any Station operated by the Borrower or any Subsidiary and not
currently before the FCC, which has a substantial likelihood of resulting in a
Material Adverse Effect.

This opinion is being furnished to you subject to the qualifications and
limitations expressed herein, and has been prepared
104

solely for your information in connection with the transactions contemplated
under the Credit Agreement. This opinion may not be quoted in whole or in part
or otherwise referred to, or furnished to any governmental agency or other
entity or person, without our written consent. It may not be used or replied
upon by any other person or entity without our written consent, and may be
relied upon by you only with respect to the specific matters which are the
subject hereof. The opinions expressed herein are as of the date hereof, and
we specifically disclaim any obligation to advise you of any changes in the
matters addressed in the foregoing opinion occurring after such date.

Very truly yours,

WILEY, REIN & FIELDING
105
Schedule 2.01

NAME ADDRESS COMMITMENT
---- ------- ----------

Texas Commerce Bank National 0000 Xxxx Xxxxxx $112,500,000
Association 0xx Xxxxx
Xxxxxx, XX 00000

Attn: Xxxxx Xxxxx

Bank of America NT & SA 000 Xxxxx Xxxxxx Xxxxxx $105,000,000
Xxx Xxxxxxx, XX 00000

Attn: Xxxxxx Xxxxxx

Bank of Tokyo-Mitsubishi, Ltd. 0000 Xxxx Xxxxxx x000,000,000
Xxxxx 0000
Xxxxxx, XX 00000

Attn: Xxx Xxxxxxxx

NationsBank 000 Xxxx Xxxxxx $105,000,000
Xxxxxx, XX 00000

Attn: Xxxx Xxxxxxx

Xxxxx Xxxx Xxx Xxxxxxx Xxxxxx XX/XX/XX0X $73,125,000
Xxxxxx, XX 00000

Attn: Xx. Xxxxx Xxxx

Xxxxxx Guaranty Trust Company 00 Xxxx Xxxxxx $73,125,000
00xx Xxxxx
Xxx Xxxx, XX 00000

Attn: Xx. Xxxxxx Xxxxxxx

Societe Generale 0000 Xxxx Xxxxxx x00,000,000
Xxxxx 0000
Xxxxxx, XX 00000

Attn: Xxxxx Xxxxxx

The Fuji Bank, Limited One Houston Center $73,125,000
0000 XxXxxxxx
Xxxxx 0000
Xxxxxxx, XX 00000

Attn: Xxxxxxx Xxxxxxxx

Banque Nationale de Paris 000 Xxxxx Xxxxxxx Xxxxxx $37,500,000
Xxxxx 0000
Xxxxxx, XX 00000

Attn: Xxxx Xxxxxx

106

NAME ADDRESS COMMITMENT
---- ------- ----------

First National Bank of Boston 000 Xxxxxxx Xxxxxx $37,500,000
01-08-08
Xxxxxx, XX 00000

Attn: Xx. Xxxxxxx Xxxxxxx

First Union Bank of North One First Union Center $37,500,000
Carolina Xxxxxxxxx, XX 00000

Attn: Xxxxxxxx Xxxxxxx

Xxxxxx Bank, N.A. One Mellon Bank Center $37,500,000
Xxxxxxxxxx, XX 00000

Attn: Xxxx Xxxxxx

Mitsubishi Trust 000 Xxxxxxx Xxxxxx $37,500,000
Xxx Xxxx, XX 00000

Attn: Xx. Xxx Xxxxx Xx Xxxx

Suntrust Banks Inc. 000 Xxxxx Xxxxxx Xxxxxx $37,500,000
Tower 4
Xxxxxxx, XX 00000

Attn: Xx. Xxxxx Xxxxxxx

The Sakura Bank, Limited, 3940 Interfirst Plaza $37,500,000
Houston Agency. 0000 Xxxxxxxxx
Xxxxxxx, XX 00000

Attn: Xxxxxxxx Xxxxxx

The Sanwa Bank Limited, Dallas 4100W $37,500,000
Agency Texas Commerce Tower
0000 Xxxx Xxxxxx
Xxxxxx, XX 00000

Attn: Xxx Xxxxx

The Tokai Bank, Limited 00 Xxxx 00xx Xxxxxx $37,500,000
00xx Xxxxx
Xxx Xxxx, XX 00000

Attn: Xxxxxx Xxxxxxxx

The Toyo Trust & Banking Co. 000 Xxxxx Xxxxxx $37,500,000
00xx Xxxxx
Xxx Xxxx, XX 00000

Attn: Xxxxxx Xxxxxxx

107

NAME ADDRESS COMMITMENT
---- ------- ----------

Xxxxxxx-Xxxxxxxx 000 Xxxxx, Xxxxx 0000 $37,500,000
Xxxxxxx, XX 00000

Attn: Ms. Xxxxxxxx Burlesca

CIBC Inc. 000 Xxxxxxxxx Xxxxxx $26,250,000
Xxx Xxxx, XX 00000

Attn: Xx. Xxxxxxxx Xxxxxx

Credit Agricole 000 Xxxxxx Xxxxxx $26,250,000
Xxxxx 0000
Xxxxxxx, XX 00000

Attn: Xx. Xxx Xxxxxxx

Credit Lyonnais New York Branch 1301 Avenue of the Americas $26,250,000
Xxx Xxxx, XX 00000
Attn: Legal Dept.

w/copy to:
0000 Xxxx Xxxxxx
Xxxxxx, XX

Attn: Xxxxxx Xxxx

Xxx-Xxxx Xxxxxx 0000 Louisiana $26,250,000
Xxxxx 0000
Xxxxxxx, XX 00000

Attn: Xx. Xxxxxx Xxxxxxxxx

Hibernia National Bank 000 Xxxxxxxxxx Xxxxxx $26,250,000
Xxx Xxxxxxx, XX 00000

Attn: Xxxx Xxxxxxxxxx

Industrial Bank of Japan 3 Xxxxx Center $26,250,000
000 Xxxx Xxxxxx
Xxxxxxx, XX 00000

Attn: Mr. Xxxxx Xxx, II

Long-Term Credit Bank 0000 Xxxx Xxxxxx $26,250,000
of Japan Xxxxx 0000 Xxxx
Xxxxxx, XX 00000

Attn: Mr. Xxxxxx Xxxxxx

The Northern Trust Company 00 Xxxxx XxXxxxx Xxxxxx $26,250,000
Xxxxxxx, XX 00000

Attn: Xxxxxx Xxxxxx

108

NAME ADDRESS COMMITMENT
---- ------- ----------

Wachovia Bank of Georgia, N.A. 000 Xxxxxxxxx Xxxxxx, XX $26,250,000
Xxxxxxx, XX 00000

Attn: Xxxx Xxxx

Xxxxx Fargo Bank (Texas), N.A. 0000 Xxxx Xxxxxx x00,000,000
0xx Xxxxx
Xxxxxx, XX 00000

Attn: Xxx Xxxxxx

Westdeutsche Landesbank 1211 Avenue of the Americas $26,250,000
Xxx Xxxx, XX 00000

Attn: Mr. Xxxxxxx Xxxxxx

Crestar Bank 000 Xxxx Xxxx Xxxxxx $18,750,000
HDQ 1022
Xxxxxxxx, XX 00000-0000

Attn: Mr. Xxxxxx Xxxxxx

First Hawaiian Bank 0000 Xxxxxxxxx Xxxxx $18,750,000
Xxxxxx, XX 00000

Attn: Mr. Xxx Xxxxx

Michigan National 00000 Xxxxxxx Xxxx $15,000,000
Bank Xxxxxxxxxx Xxxxx, XX 00000-0000

Attn: Xx. Xxxxxxxxx Xxxxx

The Yasuda Trust & Banking Co., 000 Xxxxx Xxxxxxxx Xxxxxx $15,000,000
Inc. Suite 3990
Los Angeles, CA 90017

U.S. Bank of Washington, N.A. 0000 Xxxxx Xxxxxx, XXX000 $11,250,000
Xxxxxxx, XX 00000

109
Schedule 3.06
Litigation, Labor and Environmental Matters

None.
110
Schedule 6.01
Liens

The liens created in connection with the $6,400,000 City of Arlington
Industrial Development Corporation Industrial Development Revenue Bonds
(Dallas-Fort Worth Suburban Newspapers Inc. Project) Series 1985.
111
Schedule 3.06
Litigation, Labor and Environmental Matters

None.
112
Schedule 6.01
Liens

Subordinated Debt shall mean any debt for borrowed money of the Borrower or
its Subsidiaries expressly subordinate to the Indebtedness of the Borrower
under the Credit Agreement which satisfies the following criteria or other
criteria which may be acceptable to the Required Lenders: (i) such subordinated
debt will not amortize or be subject to any scheduled prepayment, redemption or
repurchase requirement (other than a repurchase requirement triggered by a
change in control or similar event) until after the Maturity Date; (ii) the
financial covenants taken as a whole under any such subordinated debt will not
be more restrictive of the Borrower than those contained in this Credit
Agreement; (iii) the terms of such subordinated debt will not permit payments
to subordinated debt holders when an Event of Default has occurred and is
continuing under this Credit Agreement; and (iv) the subordinated debt holders'
rights will be subordinate to those of the Agents and the Lenders under the
Credit Agreement in the event of bankruptcy and/or liquidation of the Borrower.

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Table of Contents

EXHIBIT 10.2(2) CREDIT AGREEMENT

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