Exhibit 10.

EXECUTION COPY

DEBTOR-IN-POSSESSION FINANCING AGREEMENT

dated as of December 11, 2006

among

GRANITE BROADCASTING CORPORATION,

KBWB LICENSE, INC.,
KBWB, INC.,
WEEK-TV LICENSE, INC.,
WXON LICENSE, INC.,
WXON, INC.,
as Borrowers

VARIOUS LENDERS,

and

SILVER POINT FINANCE, LLC,

as Administrative Agent and Collateral Agent

________________________________________________________

Senior Secured Super-Priority Debtor-in-Possession Facility

________________________________________________________

TABLE OF CONTENTS

SECTION 1. DEFINITIONS AND INTERPRETATION 1

1.1 Definitions 1
1.2 Accounting Terms 33
1.3 Interpretation, etc 34

SECTION 2. LOANS 34
2.1 Loans 34
2.2 [Reserved] 35
2.3 [Reserved] 35
2.4 Pro Rata Shares; Availability of Funds 36
2.5 Use of Proceeds 36
2.6 Evidence of Debt; Register; Lenders’ Books and Records; Notes 37
2.7 Interest on Loans 37
2.8 Interest Election Requests 38
2.9 Default Interest 38
2.1 Fees 39
0
 2.1 Repayment of Loans 39
1
2.1 Voluntary Prepayment of Loans/Commitment Reductions 39
2
2.1 Mandatory Prepayments 40
3
2.1 Application of Prepayments 41
4
2.1 General Provisions Regarding Payments 42
5
2.1 Ratable Sharing 43
6
2.1 Making or Maintaining LIBOR Rate Loans 43
7
2.1 Increased Costs; Capital Adequacy; Reserves on LIBOR Rate Loans 45
8
2.1 Taxes; Withholding, etc. 46
9
2.2 Obligation to Mitigate 49
0
2.2 Defaulting Lenders 49
1
2.2 Removal or Replacement of a Lender 50
2
2.2 Notices 51
3
2.2 Joint and Several Liability of the Borrowers 51
4
2.2 Agent Right to Charge Loan Account. 52
5
2.2 No Discharge; Survival of Claims. 52
6

SECTION 3. CONDITIONS PRECEDENT 52

3.1 Conditions to Interim Facility 52
3.2 Conditions to Final Facility Effectiveness 56
3.3 Conditions to All Loans 56

SECTION 4. REPRESENTATIONS AND WARRANTIES 57

4.1 Organization; Requisite Power and Authority; Qualification 57
4.2 Capital Stock and Ownership 57
4.3 Due Authorization 58
4.4 No Conflict 58

4.5 Governmental Consents 58

4.6 Binding Obligation 58
4.7 Historical Financial Statements 58
4.8 [Reserved] 59
4.9 No Material Adverse Change 59
 4.1 No Restricted Junior Payments 59
0
4.1 Adverse Proceedings, etc 59
1
4.1 Payment of Taxes 59
2
4.1 Properties 60
3
4.1 Environmental Matters 60
4
4.1 No Defaults 61
5
4.1 Material Contracts 61
6
4.1 Governmental Regulation 61
7
4.1 Margin Stock 61
8
4.1 Employee Matters 62
9
4.2 Employee Benefit Plans 62
0
4.2 Certain Fees 62
1
4.2 Administrative Priority; Lien Priority 62
2
4.2 Appointment of Trustee or Examiner; Liquidation 63
3
4.2 Compliance with Statutes, etc 63
4
4.2 Disclosure 63
5
4.2 Terrorism Laws 64
6
4.2 Insurance 64
7
4.2 Common Enterprise 64
8
4.2 [Reserved]. 64
9
4.3 Affiliate Transactions 64
0
4.3 Intellectual Property 65
1
4.3 Permits, Etc 65
2
4.3 [Reserved]. 65
3
4.3 Budget and Financial Plan 65
4
4.3 Prepetition Obligations. 65
5
4.3 FCC Licenses and Approvals. 66
6

SECTION AFFIRMATIVE COVENANTS 67

 5.
5.1 Financial Statements and Other Reports 67
5.2 Existence 72
5.3 Payment of Taxes and Claims 72
5.4 Maintenance of Properties 72
5.5 Insurance 72
5.6 Books and Records; Inspections 73
5.7 [Reserved] 73
5.8 Compliance with Laws 73
5.9 Environmental 74
5.1 Subsidiaries 75
0
5.1 Additional Material Real Estate Assets 76
1
5.1 Additional Borrowers. 77
2

ii

5.1 Cash Management System 77

3
5.1 Further Assurances 78
4
5.1 Miscellaneous Business Covenants 78
5
5.1 Use of Proceeds 78
6
5.1 Retention of Advisors 78
7
5.1 Filings 79
8

SECTION 6. NEGATIVE COVENANTS 79

6.1 Indebtedness 79
6.2 Liens 80
6.3 No Further Negative Pledges 80
6.4 Restricted Junior Payments 80
6.5 Restrictions on Subsidiary Distributions 80
6.6 Investments 81
6.7 Financial Covenants 81
6.8 Fundamental Changes; Disposition of Assets; Acquisitions 82
6.9 Disposal of Subsidiary Interests 82
6.1 Sales and Lease Backs 83
0
6.1 Transactions with Shareholders and Affiliates 83
1
6.1 Conduct of Business 83
2
6.1 Excess Cash 83
3
6.1 Amendments or Waivers of Certain Related Agreements 84
 4
6.1 Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims 84
5
6.1 Fiscal Year 85
6
6.1 Deposit Accounts 85
7
6.1 Amendments to Certain Agreements 85
8
6.1 Prepayments of Certain Indebtedness 85
9
6.2 Issuance of Capital Stock 85
0
6.2 Compromise of Accounts Receivable 85
1
6.2 Intercompany Transfers of Loan Proceeds 86
2

SECTION [RESERVED] 86
7.

SECTION 8. EVENTS OF DEFAULT 86

SECTION 9. AGENTS 91
9.1 Appointment of Agents 91
9.2 Powers and Duties 91
9.3 General Immunity 91
9.4 Agents Entitled to Act as Lender 93
9.5 Lenders’ Representations, Warranties and Acknowledgment 93
9.6 Right to Indemnity 93
9.7 Successor Administrative Agent 94
9.8 Collateral Documents and Guaranty 95
9.9 Posting of Approved Electronic Communications 96

iii

SECTION SECURITY AND ADMINISTRATIVE PRIORITY 97

10.
10. Prepetition Obligations 97
1
10. Acknowledgment of Security Interests 98
2
10. Binding Effect of Documents 98
3
10. Collateral; Grant of Lien and Security Interest 98
4
10. Administrative Priority 100
5
10. Grants, Rights and Remedies 100
6
 10. No Filings Required 100
7
10. Survival 100
8

SECTION MANAGEMENT, COLLECTION AND STATUS OF ACCOUNTS RECEIVABLE 101

11. AND OTHER COLLATERAL
11. Collection of Accounts Receivable; Management of Collateral 101
1
11. Accounts Receivable Documentation 102
2
11. Status of Accounts Receivable and Other Collateral 102
3
11. Collateral Custodian 103
4

SECTION MISCELLANEOUS 103

12.
12. Notices 103
1
12. Expenses 103
2
12. Indemnity 104
3
12. Set Off 105
4
12. Amendments and Waivers 105
5
12. Successors and Assigns; Participations 106
6
12. Special Purpose Funding Vehicles 109
7
12. Independence of Covenants 110
8
12. Survival of Representations, Warranties and Agreements 110
9
12. No Waiver; Remedies Cumulative 110
10
12. Marshalling; Payments Set Aside 110
11
12. Severability 111
12
12. Obligations Several; Independent Nature of Lenders’ Rights 111
13
12. Headings 111
14
12. APPLICABLE LAW 111
15
12. CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE. 111
16
12. WAIVER OF JURY TRIAL 112
17
12. Confidentiality 112
18
12. Usury Savings Clause 113
19
 12. Counterparts 114
20
12. Effectiveness 114
21
12. Patriot Act 114
22
12. Disclosure 114
23
12. Company as Agent for Borrowers 114
24
12. Appointment for Perfection 115
25
12. Advertising and Publicity 115
26

iv

APPENDICES A Loan Commitments

:
B Notice Addresses

SCHEDULES 1.1(a) Budget

:
1.1(b) Financial Plan
1.1(c) Network Affiliation Agreements
1.1(d) Disclosure of Certain Events
3.1(p) Litigation
4.1 Jurisdictions of Organization and Qualification
4.2 Capital Stock and Ownership
4.11 Adverse Proceedings
4.13 Real Estate Assets
4.16 Material Contracts
4.21 Certain Fees
4.27 Insurance
4.30 Affiliate Transactions
4.31 Intellectual Property
4.35 Prepetition Obligations
4.36 FCC Licenses and Approvals
5.18 Certain Post Closing Matters
6.1 Certain Indebtedness
6.2 Certain Liens
6.6 Certain Investments
6.21 Compromise Accounts Receivable
6.11 Certain Affiliate Transactions
6.21 Payments
11.1 Lockboxes

EXHIBITS: A-1 Funding Notice

A-2 Interest Election Request
B Form of Note
 C Compliance Certificate
D [Reserved]
E Assignment Agreement
F Certificate Regarding Non bank Status
G Form of Assumption Agreement
H [Reserved]
I Interim Bankruptcy Court Order

DEBTOR-IN-POSSESSION FINANCING AGREEMENT

This DEBTOR-IN-POSSESSION FINANCING AGREEMENT, dated as of December 11,

2006, is entered into by and among GRANITE BROADCASTING CORPORATION, a Delaware corporation, as
debtor and debtor-in-possession (the “Company”), KBWB LICENSE, INC., KBWB, INC., WEEK-TV
LICENSE, INC., WXON LICENSE, INC., and WXON, INC., each as debtor and debtor-in-possession (together
with the Company, and as further defined herein, each a ”Borrower” and collectively, the “Borrowers”), the
Lenders party hereto from time to time, and SILVER POINT FINANCE, LLC (“Silver Point”), as administrative
agent (in such capacity, “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral
Agent”).

RECITALS:

WHEREAS, capitalized terms used in these Recitals shall have the respective meanings set forth
for such terms in Section 1.1 hereof;

WHEREAS, the Borrowers have commenced voluntary cases (the “Chapter 11 Cases”) under
Chapter 11 of the Bankruptcy Code (as hereinafter defined) in the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”), and the Borrowers continue to operate their businesses and
manage their properties as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code; and

WHEREAS, the Borrowers have asked the Lenders to make post-petition loans and advances to
the Borrowers consisting of a revolving credit facility in an aggregate principal amount not to exceed $25,000,000 at
any time outstanding, provided that until the Final Bankruptcy Court Order (as hereinafter defined) shall have been
entered by the Bankruptcy Court, no loans or advances under the revolving credit facility shall be made, other than
revolving credit loans in an aggregate principal amount not to exceed $5,000,000. The Lenders have severally, and
not jointly, agreed to extend such credit to the Borrowers subject to the terms and conditions hereinafter set forth.

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

SECTION 1. DEFINITIONS AND

INTERPRETATION

1.1 Definitions. The following terms used herein, including in the preamble, recitals, exhibits and
schedules hereto, shall have the following meanings:

“Account Debtor” means each debtor, customer or obligor in any way obligated on or in
connection with any Account Receivable.

“Account Receivable” means, with respect to any Person, any and all rights of such Person to
payment for goods sold and/or services rendered, including accounts, general intangibles and any and all such rights
evidenced by chattel paper, instruments or documents, whether due or to become due and whether or not earned by
performance, and whether now or hereafter acquired or arising in the future, and any support obligations in respect
of the foregoing and any proceeds arising from or relating to the foregoing.

“Adjusted LIBOR Rate” means, for any Interest Rate Determination Date with respect to an
Interest Period for a LIBOR Rate Loan, the rate per annum obtained by dividing (and rounding upward to the next
whole multiple of one-sixteenth of one percent (1/16 of 1%)) (i) (a) the rate per annum (rounded to the nearest one-
hundredth of one percent (1/100 of 1%)) equal to the rate determined by Administrative Agent to be the offered rate
which appears on the page of the Telerate Screen which displays an average British Bankers Association Interest
Settlement Rate (such page currently being page number 3740 or 3750, as applicable) for deposits (for delivery on
the first day of such period) with a term equivalent to such period in Dollars, determined as of approximately 11:00
a.m. (London, England time) on such Interest Rate Determination Date, or (b) in the event the rate referenced in the
preceding clause (a) does not appear on such page or service or if such page or service shall cease to be available,
the rate per annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the rate determined
by Administrative Agent to be the offered rate on such other page or other service which displays an average British
Bankers Association Interest Settlement Rate for deposits (for delivery on the first day of such period) with a term
equivalent to such period in Dollars, determined as of approximately 11:00 a.m. (London, England time) on such
Interest Rate Determination Date, or (c) in the event the rates referenced in the preceding clauses (a) and (b) are not
available, the rate per annum (rounded to the nearest one-hundredth of one percent (1/100 of 1%)) equal to the
offered quotation rate to first class banks in the London interbank market for deposits (for delivery on the first day
of the relevant period) in Dollars of amounts in same day funds comparable to the principal amount of the applicable
Loan, for which the Adjusted LIBOR Rate is then being determined with maturities comparable to such period as of
approximately 11:00 a.m. (London, England time) on such Interest Rate Determination Date as determined by
Administrative Agent in accordance with its customary practices, by (ii) an amount equal to (a) one, minus (b) the
Applicable Reserve Requirement.

“Administrative Agent” as defined in the preamble hereto.

“Administrative Agent’s Account” means an account at a bank designated by Administrative

Agent from time to time as the account into which Credit Parties shall make all payments to Administrative Agent
for the benefit of Agent and Lenders under this Agreement and the other Credit Documents.

“Administrative Borrower” has the meaning specified therefor in Section 12.24.

“Adverse Proceeding” means any action, suit, proceeding (whether administrative, judicial or
otherwise), governmental investigation or arbitration (whether or not purportedly on behalf of Company or any of its
Subsidiaries) at law or in equity, or before or by any Governmental Authority, domestic or foreign (including any
Environmental Claims) or other regulatory body or any arbitrator whether pending or, to the best knowledge of
Company or any of its Subsidiaries, threatened in writing against or affecting Company or any of its Subsidiaries or
any property of Company or any of its Subsidiaries.

“Affected Lender” as defined in Section 2.17(b).

“Affected Loans” as defined in Section 2.17(b).

“Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling,
controlled by, or under common control with, that Person. For the purposes of this definition, “control” (including,
with correlative meanings, the terms “controlling, “ “controlled by” and “under common control with”), as applied
to any Person, means the possession, directly or indirectly, of the power (i) to vote five percent (5%) or more of the
Securities having ordinary voting power for the election of directors of such Person, or (ii) to direct or cause the
direction of the management and policies of that Person, whether through the ownership of voting securities or by
contract or otherwise. Notwithstanding anything to the contrary herein, in no event shall any Agent or Lender be
considered an “Affiliate” of the Company or any of its Subsidiaries.

“Agent” means each of the Administrative Agent and the Collateral Agent.

“Agreed Administrative Expense Priorities” means that administrative expenses with respect to
the Borrowers and, with respect to sub-clause (ii) of clause ”first”, an official unsecured creditors committee (if any)
appointed by the Bankruptcy Court, shall have the following order of priority:

first, (i) amounts payable pursuant to 28 U.S.C. § 1930(a)(6) and (ii) amounts in respect of Carve-
Out Expenses, provided that the amount entitled to priority under this sub-clause (ii) of this clause first
(“Priority Professional Expenses”) shall not exceed (a) prior to a Carve-Out Expense Reduction Period, the
aggregate amount set forth in the Budget for such Carve-Out Expenses for the applicable Budget Period
(taking into account any Permitted Deviation therefrom) and (b) during a Carve-Out Expense Reduction
Period, the sum of (1) the aggregate amount of Carve-Out Expenses (so long as not incurred in connection
with any action or claim against the Prepetition Agents, the Prepetition Indebtedness Holders, the Agents or
the Lenders, including, without limitation, any claim challenging the amount, validity, priority or
enforceability of the Prepetition Obligations or the Obligations) accrued and not paid immediately prior to
the commencement of a Carve-Out Expense Reduction Period and (2) $2,000,000 (as to the period in
clause (b), the “Professional Expense Cap”); provided, that the portion of the Professional Expense Cap
attributable to any professionals retained pursuant to an Order of the Bankruptcy Court by an official
unsecured creditors committee (“Committee”) shall not exceed $450,000 (the “Committee Expense Cap”),
which Committee Expense Cap shall be reduced dollar-for-dollar by the amount of fees and expenses
actually paid to such professionals retained by the Committee during the period of the first 100 days
following the Committee’s appointment (if any); provided, further, however, that (A) during any Carve-Out
Expense Reduction Period, any payments actually made in respect of Carve-Out Expenses shall reduce the
Professional Expense Cap on a dollar-for-dollar basis and (B) for the avoidance of doubt, so long as no
Carve-Out Expense Reduction Period shall be continuing, the payment of Carve-Out Expenses shall not
reduce the Professional Expense Cap,

second, all Obligations then due and payable, and

third, all other allowed administrative expenses (other than expenses of any Committee in excess
of the Committee Expense Cap) to the extent then due and payable and not otherwise paid.

“Aggregate Amounts Due” as defined in Section 2.16.

“Agreement” means this Debtor-in-Possession Financing Agreement, dated as of December 11,

2006, as it may be amended, supplemented or otherwise modified from time to time and any annexes, exhibits,
schedules to any of the foregoing.

“Applicable Margin” means (i) with respect to LIBOR Rate Loans, a percentage, per annum,
equal to 2.75% and (ii) with respect to Base Rate Loans, a percentage , per annum equal to 1.75%.

“Applicable Reserve Requirement” means, at any time, for any LIBOR Rate Loan, the
maximum rate, expressed as a decimal, at which reserves (including any basic marginal, special, supplemental,
emergency or other reserves) are required to be maintained with respect thereto against “Eurocurrency Liabilities”
(as such term is defined in Regulation D) under regulations issued from time to time by the Board of Governors of
the Federal Reserve System or other applicable banking regulator. Without limiting the effect of the foregoing, the
Applicable Reserve Requirement shall reflect any other reserves required to be maintained by such member banks
with respect to (i) any category of liabilities which includes deposits by reference to which the applicable Adjusted
LIBOR Rate or any other interest rate of a Loan is to be determined, or (ii) any category of extensions of credit or
other assets which include LIBOR Rate Loans. A LIBOR Rate Loan shall be deemed to constitute Eurocurrency
liabilities and as such shall be deemed subject to reserve requirements without benefits of credit for proration,
exceptions or offsets that may be available from time to time to the applicable Lender. The rate of interest on
LIBOR Rate Loans shall be adjusted automatically on and as of the effective date of any change in the Applicable
Reserve Requirement.

“Asset Sale” means a sale, lease or sub lease (as lessor or sublessor), sale and leaseback,
assignment, conveyance, transfer or other disposition to, or any exchange of property with, any Person, in one
transaction or a series of transactions, of all or any part of Company’s or any of its Subsidiaries businesses, assets or
properties of any kind, whether real, personal, or mixed and whether tangible or intangible, whether now owned or
hereafter acquired, including the Capital Stock of any of Company’s Subsidiaries, other than inventory sold or
leased in the ordinary course of business.

“Assignment Agreement” means an Assignment and Assumption Agreement substantially in the

form of Exhibit E, with such amendments or modifications as may be approved by Administrative Agent.

“Attributable Debt” means as of the date of determination thereof, without duplication, (i) in
connection with a sale and leaseback transaction, the net present value (discounted according to GAAP at the cost of
debt implied in the lease) of the obligations of the

lessee for rental payments during the then-remaining term of any applicable lease, and (ii) the principal balance
outstanding under any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance
sheet financing product to which such Person is a party, where such transaction is considered borrowed money
indebtedness for tax purposes but is classified as an operating lease in accordance with GAAP.

“Authorized Officer” means, as applied to any Person, any individual holding the position of
chairman of the board (if an officer), chief executive officer, president, chief financial officer, treasurer or controller,
in each case, whose signatures and incumbency have been certified to Administrative Agent.

“Availability” means, (i) during the Interim Period, the difference between (A) $25,000,000 and
(B) the aggregate outstanding principal amount of all Loans and (ii) during the Final Period, the difference between
(A) the total Commitment and (B) the sum of (1) the aggregate outstanding principal amount of all Loans and (2) the
aggregate amount of all reserves established by the Administrative Agent pursuant to the terms of this Agreement
and the other Credit Documents, including, without limitation, an initial reserve in the amount of $10,000,000;
provided that so long as no Default or Event of Default has occurred and is continuing reserves established by the
Administrative Agent shall not exceed $10,000,000.

“Avoidance Actions” means all causes of action arising under Sections 542, 544, 545, 547, 548,
550, 551, 553(b) or 724(a) of the Bankruptcy Code and any proceeds therefrom.

“Bankruptcy Code” means Title 11 of the United States Code entitled “Bankruptcy,” as now and
hereafter in effect, or any successor statute.

“Bankruptcy Court” has the meaning specified therefor in the recitals hereto.
 “Bankruptcy Court Order” means the Interim Bankruptcy Court Order and the Final
Bankruptcy Court Order.

“Base Rate” means, for any day, a rate per annum equal to the greater of (i) the Prime Rate in
effect on such day, and (ii) the Federal Funds Effective Rate in effect on such day plus 2.00%. Any change in the
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective on the effective
day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“Base Rate Loan” means a Loan bearing interest at a rate determined by reference to the Base
Rate.

“Borrower” means each of the initial Persons identified as a “Borrower” on the signature pages
hereto and each other Person that becomes a Borrower hereunder in accordance with Section 5.12 hereof.

“Broadcast Cash Flow” means, for any period, operating income or loss plus depreciation and
amortization, restructuring and litigation expenses, corporate expense, non-cash compensation and program
amortization, less program payments, all as determined on a

consolidated basis for the Company and its Subsidiaries in accordance with GAAP; provided that (A) there shall be
excluded (i) the Broadcast Cash Flow of any Person (other than a Credit Party) in which any other Person (other
than a Credit Party) has a joint interest, except to the extent of the amount of dividends or other distributions actually
paid in cash to a Credit Party by such Person during such period, (ii) the Broadcast Cash Flow of any Person accrued
prior to the date it becomes a Subsidiary of the Company or is merged into or consolidated with a Subsidiary of the
Company or that Person’s assets are acquired by the Company or a Subsidiary of the Company, (iii) any after-tax
gains or losses attributable to asset sales or returned surplus assets of any Pension Plan, and (iv) (to the extent not
included in clauses (i) through (iii) above) any net extraordinary gains or net non-cash extraordinary losses and (B)
the WB Stations will be treated as if such assets were not held for sale for GAAP purposes until such time as such
assets have been disposed. Broadcast Cash Flow of the Malara Entities will be included in the calculation of
Broadcast Cash Flow of the Company and its Subsidiaries.

“Budget” means the monthly cash receipts and disbursements and Loan projections (including
projected drawings and outstanding Loan balances) of the Company and its Subsidiaries attached hereto as Schedule
1.1(a).

“Budget Period” means each monthly period set forth in the Budget commencing with the
calendar month ending December 31, 2006.

“Business Day” means (i) any day excluding Saturday, Sunday and any day which is a legal
holiday under the laws of the State of New York or is a day on which banking institutions located in such state are
authorized or required by law or other governmental action to close, and (ii) with respect to all notices,
determinations, fundings and payments in connection with the Adjusted LIBOR Rate or any LIBOR Rate Loans, the
term “Business Day” shall mean any day which is a Business Day described in clause (i) and which is also a day for
trading by and between banks in Dollar deposits in the London interbank market.

“Capital Lease” means, as applied to any Person, any lease of (or other arrangement conveying
the right to use) any property (whether real, personal or mixed) by that Person as lessee (or the equivalent) that, in
conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

“Capital Stock” means any and all shares, interests, participations or other equivalents (however
designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a
corporation), including partnership interests and membership interests, and any and all warrants, rights or options to
purchase or other arrangements or rights to acquire any of the foregoing.

“Carve-Out Expense Reduction Period” means any period during which an Event of Default
under this Agreement or a default by any Credit Party in any of its obligations under any of the Bankruptcy Court
Orders, in either such case, shall have occurred and be continuing, and as to which the Collateral Agent has provided
written notice of the commencement of the Carve-Out Expense Reduction Period to the Administrative Borrower (it
being understood and agreed that a Carve-Out Expense Reduction Period shall commence on the date such notice is
given).

“Carve-Out Expenses” means any fees, costs, disbursements and expenses of attorneys,
accountants and other professionals retained in the Chapter 11 Cases pursuant to Sections 327, 328, 330, 331 and
1103 of the Bankruptcy Code; provided, that such fees, costs, disbursements and expenses are in an amount equal to
or less than the applicable amount set forth in the Budget and are ultimately approved by the Bankruptcy Court.

“Cash” means money, currency or a credit balance in any demand or Deposit Account.

“Cash Equivalents” means, as at any date of determination, (i) marketable securities (a) issued or
directly and unconditionally guaranteed as to interest and principal by the United States Government, or (b) issued
by any agency of the United States the obligations of which are backed by the full faith and credit of the United
States, in each case maturing within one year after such date; (ii) marketable direct obligations issued by any state of
the United States of America or any political subdivision of any such state or any public instrumentality thereof, in
each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at
least A-1 from S&P or at least P-1 from Moody’s; (iii) commercial paper maturing no more than one year from the
date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from S&P or at
least P-1 from Moody’s; (iv) certificates of deposit or bankers’ acceptances maturing within one year after such date
and issued or accepted by any Lender or by any commercial bank organized under the laws of the United States of
America or any state thereof or the District of Columbia that (a) is at least “adequately capitalized” (as defined in the
regulations of its primary Federal banking regulator), and (b) has Tier 1 capital (as defined in such regulations) of
not less than $250,000,000; and (v) shares of any money market mutual fund that (a) has at least ninety five percent
(95%) of its assets invested continuously in the types of investments referred to in clauses (i) and (ii) above, (b) has
net assets of not less than $500,000,000, and (c) has the highest rating obtainable from either S&P or Moody’s.

“Certificate Regarding Non-Bank Status” means a certificate substantially in the form of

Exhibit F.

“Change of Control” means the occurrence of one or more of the following events:

(a) any sale, lease, exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Company to any “person” or “group” of related
“persons” as defined in Rules 13d-3 and 13d-5 under the Exchange Act (whether or not otherwise in
compliance with the provisions of this Agreement);

(b) the approval by the holders of Capital Stock of the Company of any plan or proposal for
the liquidation or dissolution of the Company (whether or not otherwise in compliance with the provisions
of this Agreement);

7
 (c) after the date hereof, any “person” or “group” of related “persons” as defined in Rules
13d-3 and 13d-5 under the Exchange Act shall become the owner, directly or indirectly, beneficially or of
record, of shares representing more than 35% of the aggregate ordinary voting power represented by the
issued and outstanding Capital Stock of the Company;

(d) the replacement or resignation of a majority of the board of directors of the Company
who constituted the board of directors of the Company on the date hereof, provided that any director that
becomes a director after the date hereof that is “independent” as defined under the rules and regulations of
the New York Stock Exchange and approved by Administrative Agent (which approval shall not be
unreasonably withheld or delayed in light of the circumstances surrounding the appointment of such
director) shall be deemed to be a director as of the date hereof;

(e) the Company or any of its Subsidiaries consolidates with, or merges with or into, any
Person (other than a Credit Party), or any Person consolidates with, or merges with or into, the Company or
any of its Subsidiaries, in any such event pursuant to a transaction in which any of the outstanding Voting
Stock of the Company or such Subsidiary or such other Person is converted into or exchanged for cash,
securities or other property;

(f) the Company shall cease to have beneficial ownership (as defined in Rule 13d-3 under
the Exchange Act) of 100% of the aggregate voting power of the Capital Stock (other than directors’
qualifying shares) of each of its Subsidiaries, free and clear of all Liens (other than Permitted Liens); or

(g) any event, the occurrence of which constitutes a change of control of the Company for
purposes of any Prepetition Obligations.

“Chapter 11 Cases” has the meaning specified therefor in the recitals hereto.

“Closing Date” means the date on which all of the conditions in Section 3.1 have been satisfied or
waived.

“Collateral” has the meaning specified therefor in Section 10.4(a).

“Collateral Agent” as defined in the preamble hereto.

“Collateral Documents” means this Agreement, any Guaranty, any Security Agreement, any
Pledge Agreement, any Mortgage, and any other agreement, instrument, certificate, report and other document
executed and delivered pursuant hereto or thereto in connection with any Lien on the Collateral to secure the
Obligations.

“Commitment” means the commitment of a Lender to make or otherwise fund any Loan and
“Commitments” means such commitments of all Lenders in the aggregate. The amount of each Lender’s
Commitment, if any, is set forth on Appendix A or in the applicable Assignment Agreement, subject to any
adjustment or reduction pursuant to the terms and conditions hereof. The aggregate amount of the Commitments as
of the Closing Date is $25,000,000.

“Commitment Period” means the period from the Closing Date to but excluding the Final
Maturity Date.
 “Communications” has the meaning specified therefor in Section 9.9(a).

“Company” as defined in the preamble hereto.

“Company Account” has the meaning specified therefor in Section 5.13(b).

“Compliance Certificate” means a Compliance Certificate substantially in the form of Exhibit C.

“Consolidated Capital Expenditures” means, for any period, the aggregate of all expenditures of
Company and its Subsidiaries during such period determined on a consolidated basis that, in accordance with
GAAP, are or should be included in “purchase of property and equipment (including the portion of liabilities under
any Capital Lease that is or should be capitalized in accordance with GAAP) or which should otherwise be
capitalized” or similar items reflected in the consolidated statement of cash flows of Company and its Subsidiaries.

“Contractual Obligation” means, as applied to any Person, any provision of any Security issued
by that Person or of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or to which it or any of its properties is
subject.

“Corporate Expenses” means those expenses properly included in the line item “Corporate
Expenses” on the Company’s financial statements in accordance with GAAP and as allocated by the Company
consistent with past practice. Corporate Expenses of the Malara Entities will be included in the calculation of
Corporate Expenses of the Company and its Subsidiaries.

“Credit Date” means the date of a Loan Extension.

“Credit Document” means any of this Agreement, the Notes, if any, the Collateral Documents,
the Fee Letter, the Interim Bankruptcy Court Order, the Final Bankruptcy Court Order and any other agreement,
instrument, certificate, report and other document executed and delivered pursuant hereto or thereto or otherwise
evidencing or securing any Loan, or any other Obligation.

“Credit Party” means each Person (other than any Agent or any Lender, Lender Counterparty or
any representative thereof) from time to time party to a Credit Document. For the avoidance of doubt, no Person
that is a Non-Debtor Subsidiary shall be a Credit Party hereunder.

“Credit Party Account” has the meaning specified therefor in Section 5.13(a).

“Credit Party Documentation” has the meaning specified therefor in Section 5.13(a).

“Default” means a condition or event that, after notice or lapse of time or both, would constitute
an Event of Default.

“Default Excess” means, with respect to any Defaulting Lender, the excess, if any, of such
Defaulting Lender’s Pro Rata Share of the aggregate outstanding principal amount of Loans of all Lenders
(calculated as if all Defaulting Lenders (other than such Defaulting Lender) had funded all of their respective
Defaulted Loans) over the aggregate outstanding principal amount of all Loans of such Defaulting Lender.

“Default Period” means, with respect to any Defaulting Lender, the period commencing on the
date of the applicable Funding Default and ending on the earliest of the following dates: (i) the date on which all
Commitments are cancelled or terminated and/or the Obligations are declared or become immediately due and
payable, (ii) the date on which (a) the Default Excess with respect to such Defaulting Lender shall have been
reduced to zero (whether by the funding by such Defaulting Lender of any Defaulted Loans of such Defaulting
Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Loans in accordance
with the terms of Section 2.12 or Section 2.13 or by a combination thereof), and (b) such Defaulting Lender shall
have delivered to Administrative Borrower and Administrative Agent a written reaffirmation of its intention to
honor its obligations hereunder with respect to its Commitments, and (iii) the date on which Administrative
Borrower, Administrative Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender in
writing.

“Default Rate” means any interest payable pursuant to Section 2.9.

“Defaulted Loan” as defined in Section 2.21.

“Defaulting Lender” as defined in Section 2.21.

“Deposit Account” means a demand, time, savings, passbook or like account with a bank, savings
and loan association, credit union or like organization, other than (i) an account evidenced by a negotiable certificate
of deposit, or (ii) any zero balance disbursement account.

“Disclosure Filings” means the following filings made by the Administrative Borrower with the
Securities and Exchange Commission: (i) the Administrative Borrower’s Form 10-K filing for the year ended
December 31, 2005, (ii) each of the Administrative Borrower’s Form 10-Q filings for the quarters ending March 31,
2006, June 30, 2006 and September 30, 2006, respectively and (iii) each of the Form 8-K filings made by the
Administrative Borrower since January 1, 2006.

“Dollars” and the sign “$” mean the lawful money of the United States of America.

“Domestic Subsidiary” means any Subsidiary organized under the laws of the United States of
America, any State thereof or the District of Columbia.

10

“Duluth Advertising Representation Agreement” means that certain Advertising

Representation Agreement, dated as of March 8, 2005 by and between KDLH(TV), Duluth Service Provider and
the Company in the form delivered to Administrative Agent and Lenders prior to their execution of this Agreement
(including all amendments through the date hereof) and as such agreement may be amended, restated, modified or
otherwise supplemented from time to time thereafter to the extent permitted hereunder.

“Duluth Management Services Agreement” means that certain Management Services

Agreement, dated as of March 8, 2005, by and between TCM Media Associates LLC and KDLH(TV), in the form
delivered to Administrative Agent and Lenders prior to their execution of this Agreement (including all amendments
through the date hereof) and as such agreement may be amended, restated, modified or otherwise supplemented
from time to time thereafter to the extent expressly permitted hereunder.

“Duluth Option Agreement” means that certain Put and Call Option Agreement, dated as of
March 8, 2005, by and among Malara Broadcast Group Inc., KDLH(TV), Duluth Licensee and the Company, in the
form delivered to Administrative Agent and Lenders prior to their execution of this Agreement (including all
amendments through the date hereof) and as such agreement may be amended, restated, modified or otherwise
supplemented from time to time thereafter to the extent expressly permitted hereunder.
 “Duluth Service Provider” means KBJR, Inc., a Delaware corporation, and a wholly-owned
Subsidiary of the Company.

“Duluth Shared Services Agreement” means that certain Shared Service Agreement, dated as of
March 8, 2005, by and between KDLH(TV), Duluth Service Provider and Granite in the form delivered to
Administrative Agent and Lenders prior to their execution of this Agreement (including all amendments through the
date hereof) and as such agreement may be amended, restated, modified or otherwise supplemented from time to
time thereafter to the extent expressly permitted hereunder.

“Eligible Assignee” means any of (a) any Lender, any Affiliate of any Lender and any Related
Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof), (b) any
commercial bank, insurance company, investment or mutual fund or other entity that is an “accredited investor” (as
defined in Regulation D under the Securities Act) and which extends credit or buys loans as one of its businesses, or
(c) any other Person (other than a natural Person) approved by Administrative Borrower (so long as no Default or
Event of Default has occurred and is continuing) and Administrative Agent.

“Employee Benefit Plan” means any “employee benefit plan” as defined in Section 3(3) of
ERISA which is or was sponsored, maintained or contributed to by, or required to be contributed by, Company, any
of its Subsidiaries or any of their respective ERISA Affiliates.

“Environmental Claim” means any investigation, notice, notice of violation, claim, action, suit,
proceeding, demand, abatement order or other order or directive (conditional or otherwise), by any Governmental
Authority or any other Person, arising (i) pursuant to or in connection with any actual or alleged violation of any
Environmental Law; (ii) in connection with any Hazardous Material or any actual or alleged Hazardous Materials
Activity; or (iii) in connection

11

with any actual or alleged damage, injury, threat or harm to health, safety, natural resources or the environment.

“Environmental Laws” means any and all current or future foreign or domestic, federal or state
(or any subdivision of either of them), statutes, ordinances, orders, rules, regulations, judgments, Governmental
Authorizations, or any other requirements of Governmental Authorities relating to (i) public health and safety,
protection of the environment or other environmental matters, including those relating to any Hazardous Materials
Activity; (ii) the generation, use, storage, transportation or disposal of Hazardous Materials; or (iii) occupational
safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time, and any successor thereto, in each case together with the regulations thereunder.

“ERISA Affiliate” means, as applied to any Person, (i) any corporation which is a member of a
controlled group of corporations within the meaning of Section 414(b) of the Internal Revenue Code of which that
Person is a member; (ii) any trade or business (whether or not incorporated) which is a member of a group of trades
or businesses under common control within the meaning of Section 414(c) of the Internal Revenue Code of which
that Person is a member; and (iii) any member of an affiliated service group within the meaning of Section 414(m)
or (o) of the Internal Revenue Code of which that Person, any corporation described in clause (i) above or any trade
or business described in clause (ii) above is a member. Any former ERISA Affiliate of Company or any of its
Subsidiaries shall continue to be considered an ERISA Affiliate of Company or any such Subsidiary within the
meaning of this definition with respect to the period such entity was an ERISA Affiliate of Company or such
Subsidiary and with respect to liabilities arising after such period for which Company or such Subsidiary could be
liable under the Internal Revenue Code or ERISA.
 “ERISA Event” means (i) a “reportable event” within the meaning of Section 4043 of ERISA and
the regulations issued thereunder with respect to any Pension Plan (excluding those for which the provision for 30-
day notice to the PBGC has been waived by regulation); (ii) the failure to meet the minimum funding standard of
Section 412 of the Internal Revenue Code with respect to any Pension Plan (whether or not waived in accordance
with Section 412(d) of the Internal Revenue Code) or the failure to make by its due date a required installment under
Section 412(m) of the Internal Revenue Code with respect to any Pension Plan or the failure to make any required
contribution to a Multiemployer Plan; (iii) notice of intent to terminate a Pension Plan in a distress termination
described in Section 4041(c) of ERISA; (iv) the withdrawal by Company, any of its Subsidiaries or any of their
respective ERISA Affiliates from any Pension Plan with two or more non-related contributing sponsors or the
termination of any such Pension Plan resulting in liability to Company, any of its Subsidiaries or any of their
respective ERISA Affiliates pursuant to Section 4063 or 4064 of ERISA; (v) the institution by the PBGC of
proceedings to terminate any Pension Plan, or the occurrence of any event or condition which might reasonably
constitute grounds under ERISA for the termination

12

of, or the appointment of a trustee to administer, any Pension Plan; (vi) the imposition of liability on Company, any
of its Subsidiaries or any of their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA or by
reason of the application of Section 4212(c) of ERISA; (vii) the withdrawal of Company, any of its Subsidiaries or
any of their respective ERISA Affiliates in a complete or partial withdrawal (within the meaning of Sections 4203
and 4205 of ERISA) from any Multiemployer Plan if there is any liability or potential liability therefor, or the
receipt by Company, any of its Subsidiaries or any of their respective ERISA Affiliates of notice from any
Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA, or that it
intends to terminate or has terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act or
omission which could give rise to the imposition on Company, any of its Subsidiaries or any of their respective
ERISA Affiliates of fines, penalties, taxes or related charges under Chapter 43 of the Internal Revenue Code or
under Section 409, Section 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (ix)
the assertion of a material claim (other than routine claims for benefits) against any Employee Benefit Plan or the
assets thereof, or against Company, any of its Subsidiaries or any of their respective ERISA Affiliates in connection
with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of notice of the failure of any
Pension Plan (or any other Employee Benefit Plan intended to be qualified under Section 401(a) of the Internal
Revenue Code) to qualify under Section 401(a) of the Internal Revenue Code, or the failure of any trust forming part
of any Pension Plan to qualify for exemption from taxation under Section 501(a) of the Internal Revenue Code; or
(xi) the imposition of a Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or pursuant to
ERISA with respect to any Pension Plan.

“Event of Default” means each of the conditions or events set forth in Section 8.1.

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and
any successor statute.

“Excluded Tax” means a “Tax on the overall net income” of a Person as defined in the definition
of “Tax”.

“Existing Malara Facility” means the Credit Agreement dated as of March 8, 2005, as amended
through the date hereof and, after the date hereof, to the extent permitted by the terms of this Agreement, between
Malara Broadcast Group Inc., as parent guarantor, Malara Broadcast Group of Fort Wayne LLC, Malara Broadcast
Group of Fort Wayne Licensee LLC, Malara Broadcast Group of Duluth LLC and Malara Broadcast Group of
Duluth Licensee LLC, as borrowers, D.B. Zwirn Special Opportunities Fund, L.P., as administrative agent, and the
lenders party thereto.

“Extraordinary Receipts” means any cash received by or paid to or for the account of Company
or any of it Subsidiaries not in the ordinary course of business, including any foreign, United States, state or local
tax refunds, pension plan reversions, judgments, proceeds of settlements or other consideration of any kind in
connection with any cause of action, condemnation awards (and payments in lieu thereof), indemnity payments and
any purchase price adjustment received in connection with any purchase agreement and proceeds of insurance
(excluding, however, any Net Insurance/Condemnation Proceeds which are subject to Section 2.13(b)).

13

“Facility” means any real property (including all buildings, fixtures or other improvements
located thereon) now, hereafter or heretofore owned, leased, operated or used by Company or any of its Subsidiaries
or any of their respective predecessors or Affiliates.

“FCC” means the Federal Communications Commission or any successor federal governmental
agency performing functions similar to those performed on the date hereof by the Federal Communications
Commission.

“FCC Licenses” means all licenses, authorizations, waivers and permits relating to the stations
required under the Communications Act or from any Communications Regulatory Authority or otherwise used in the
operation of the stations.

“FCC Rules” means the rules, regulations, policies and practices of the FCC, as in effect from
time to time.

“Federal Funds Effective Rate” means for any day, the rate per annum (expressed, as a decimal,
rounded upwards, if necessary, to the next higher one-hundredth of one percent (1/100 of 1%)) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided, (i) if such day is not a Business Day, the Federal Funds Rate for such day shall
be such rate on such transactions on the next preceding Business Day as so published on the next succeeding
Business Day, and (ii) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate
for such day shall be the average of the quotations for the day of such transactions received by Administrative Agent
from three federal funds brokers of recognized standing selected by it.

“Fee Letter” means the letter agreement dated December 11, 2006 between Company and
Administrative Agent.

“Filing Date” means December 11, 2006.

“Final Bankruptcy Court Order” means the final order of the Bankruptcy Court with respect to
the Credit Parties, in form and substance satisfactory to the Administrative Agent in its sole discretion, as the same
may be amended, modified or supplemented from time to time with the express written joinder or consent of the
Administrative Agent.

“Final Bankruptcy Court Order Entry Date” means the date on which the Final Bankruptcy
Court Order shall have been entered on the docket of the Bankruptcy Court.

“Final Facility Effective Date” has the meaning specified therefor in Section 3.2.

“Final Maturity Date” means the date which is the earliest of (i) the date which is 45 days
following the date of entry of the Interim Bankruptcy Court Order, if the Final Bankruptcy Court Order has not been
entered by the Bankruptcy Court on or prior to such date,
 14

(ii) September 1, 2007, (iii) the earlier of the effective date and the date of the substantial consummation (as defined
in Section 1101(2) of the Bankruptcy Code), in each case, of a plan of reorganization in any of the Chapter 11 Cases
that has been confirmed by an order of the Bankruptcy Court, and (iv) such earlier date on which all Loans and other
Obligations for the payment of money shall become due and payable in accordance with the terms of this Agreement
and the other Credit Documents.

“Final Period” means the period commencing on the Final Facility Effective Date and ending on
the Final Maturity Date.

“Financial Officer Certification” means, with respect to the financial statements for which such
certification is required, the certification of the chief financial officer of Company that such financial statements
fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the periods indicated, in each case in conformity
with GAAP applied on a consistent basis, subject, in the case of interim financial statements, to the absence of
footnotes and changes resulting from normal audit and year-end adjustments.

“Financial Plan” means, the monthly consolidated plan and financial forecast for each fiscal
month through the month ending July, 2007 attached as Schedule 1.1(b) hereto, including forecasted consolidated
statements of income of the Company and its Subsidiaries (which for purposes of this definition shall include the
Malara Entities), and forecasted statements for the Company on a consolidated basis of revenues and expenses
through, and including, adjusted Broadcast Cash Flow for each month of such period (which for the purposes of this
definition shall include the Malara Entities).

“First Priority” means, with respect to any Lien purported to be created in any Collateral, that
such Lien is the only Lien to which such Collateral is subject, other than any Permitted Lien.

“Fiscal Quarter” means a fiscal quarter of any Fiscal Year.

“Fiscal Year” means the fiscal year of Company and its Subsidiaries ending on December 31 of
each calendar year.

“Flood Hazard Property” means any Real Estate Asset subject to a mortgage in favor of
Collateral Agent, for the benefit of the Secured Parties, and located in an area designated by the Federal Emergency
Management Agency as having special flood or mud slide hazards.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“Fort Wayne Advertising Representation Agreement” means that certain Advertising

Representation Agreement, dated as of March 8, 2005, by and between WPTA(TV), Fort Wayne Service Provider
and the Company, in the form delivered to Administrative Agent and Lenders prior to their execution of this
Agreement (including all amendments through the date hereof) and as such agreement may be amended, restated,
modified or otherwise supplemented from time to time thereafter to the extent expressly permitted hereunder.

15

“Fort Wayne Management Services Agreement” means that certain Management Services
Agreement, dated as of March 8, 2005, by and between TCM and WPTA(TV), in the form delivered to
Administrative Agent and Lenders prior to their execution of this Agreement (including all amendments through the
date hereof) and as such agreement may be amended, restated, modified or otherwise supplemented from time to
time thereafter to the extent expressly permitted hereunder.

“Fort Wayne Option Agreement” means that certain Put and Call Option Agreement, dated as of
March 8, 2005, by and among Malara Broadcast Group Inc., WPTA(TV), Fort Wayne Licensee and the Company,
in the form delivered to Administrative Agent and Lenders prior to their execution of this Agreement (including all
amendments through the date hereof) and as such agreement may be amended, restated, modified or otherwise
supplemented from time to time thereafter to the extent expressly permitted hereunder.

“Fort Wayne Service Provider” means WISE-TV, Inc. (as successor to NVG-Fort Wayne, Inc.),
a Delaware corporation, and a wholly-owned Subsidiary of the Company.

“Fort Wayne Shared Services Agreement” means that certain Shared Services Agreement, dated
as of March 8, 2005, by and between WPTA(TV), Fort Wayne Service Provider and the Company, in the form
delivered to Administrative Agent and Lenders prior to their execution of this Agreement (including all amendments
through the date hereof) and as such agreement may be amended, restated, modified or otherwise supplemented
from time to time thereafter to the extent expressly permitted hereunder.

“Funding Default” as defined in Section 2.21.

“Funding Notice” means a notice substantially in the form of Exhibit A-1.

“GAAP” means, subject to the limitations on the application thereof set forth in Section 1.2,
United States generally accepted accounting principles in effect as of the date of determination thereof.

“Governmental Acts” means any act or omission, whether rightful or wrongful, of any present or
future de jure or de facto government or Governmental Authority.

“Governmental Authority” means any federal, state, municipal, national or other government,
governmental department, commission, board, bureau, court, agency or instrumentality or political subdivision
thereof or any entity or officer exercising executive, legislative, judicial, regulatory or administrative functions of or
pertaining to any government or any court, in each case whether associated with a state of the United States, the
United States, or a foreign entity or government.

“Governmental Authorization” means any permit, license, authorization, plan, directive, consent
order or consent decree of or from any Governmental Authority.

“Granting Lender” as defined in Section 12.7.

16

“Guarantee” means, with respect to any Person, any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other
Person in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or
indirect, that is (a) an obligation of such Person the primary purpose or intent of which is to provide assurance to an
obligee that the obligation of the obligor thereof will be paid or discharged, or any agreement relating thereto will be
complied with, or the holders thereof will be protected (in whole or in part) against loss in respect thereof; or (b) a
liability of such Person for an obligation of another through any agreement (contingent or otherwise) (i) to purchase,
repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or
otherwise) or (ii) to maintain the solvency or any balance sheet item, level of income or financial condition of
another if, in the case of any agreement described under subclauses (i) or (ii) of this clause (b), the primary purpose
or intent thereof is as described in clause (a) above.

“Guarantor” means each Person which guarantees, pursuant to Section 5.10 or otherwise, all or
any part of the Obligations.

“Guaranty” means each guaranty, in form and substance satisfactory to the Administrative Agent,
made by any Guarantor in favor of the Collateral Agent for the benefit of the Secured Parties pursuant to Section
5.10 or otherwise.

“Guaranty Fee Agreement” means that certain Guarantee Fee Agreement, dated as of March 8,
2005, by and among Malara Broadcast Group Inc., KDLH(TV), WPTA(TV) and the Company, in the form
delivered to Administrative Agent and Lenders prior to their execution of this Agreement and as such agreement
may be amended from time to time thereafter to the extent expressly permitted hereunder.

“Hazardous Materials” means any chemical, material or substance, exposure to which is

prohibited, limited or regulated by any Environmental Law or Governmental Authority or which may or could pose
a hazard to the health and safety of the owners, occupants or any Persons in the vicinity of any Facility or to the
indoor or outdoor environment.

“Hazardous Materials Activity” means any past, current, proposed or threatened activity, event
or occurrence involving any Hazardous Materials, including the use, manufacture, possession, storage, holding,
presence, existence, location, Release, threatened Release, discharge, placement, generation, transportation,
processing, construction, treatment, abatement, removal, remediation, disposal, disposition or handling of any
Hazardous Materials, and any corrective action or response action with respect to any of the foregoing.

“Highest Lawful Rate” means the maximum lawful interest rate, if any, that at any time or from
time to time may be contracted for, charged, or received under the laws applicable to any Lender which are presently
in effect or, to the extent allowed by law, under such applicable laws which may hereafter be in effect and which
allow a higher maximum nonusurious interest rate than applicable laws now allow.

17

“Historical Financial Statements” means as of the Closing Date, (i) the audited financial
statements of Company and its Subsidiaries, for the Fiscal Year ended December 31, 2005, consisting of balance
sheets and the related consolidated statements of income, stockholders’ equity and cash flows for such Fiscal Year,
and (ii) the financial statements of Company and its Subsidiaries, for the Fiscal Quarter ended September 30, 2006,
consisting of balance sheets and the related consolidated statements of income, stockholders’ equity and cash flows
for such Fiscal Quarter, in the case of clauses (i) and (ii), certified by the chief financial officer of Company that
they fairly present, in all material respects, the financial condition of Company and its Subsidiaries as at the dates
indicated and the results of their operations and their cash flows for the periods indicated, subject, if applicable, to
changes resulting from audit and normal year end adjustments.

“Increased Cost Lender” as defined in Section 2.22.

“Indebtedness”, as applied to any Person, means, without duplication, (i) all indebtedness for
borrowed money; (ii) that portion of obligations with respect to Capital Leases that is properly classified as a
liability on a balance sheet in conformity with GAAP; (iii) all obligations of such Person evidenced by notes, bonds
or similar instruments or upon which interest payments are customarily paid and all obligations in respect of drafts
accepted representing extensions of credit whether or not representing obligations for borrowed money; (iv) any
obligation owed for all or any part of the deferred purchase price of property or services (excluding trade payables
incurred in the ordinary course of business having a term of less than six (6) months that are to the extent that
enforcement thereof is not stayed by virtue of the filing of the Chapter 11 Cases not overdue by more than seventy-
five (75) days) which purchase price is (a) due more than six (6) months from the date of incurrence of the
obligation in respect thereof or (b) evidenced by a note or similar written instrument; (v) all obligations created or
arising under any conditional sale or other title retention agreement with respect to property acquired by such
person, (vi) all indebtedness secured by any Lien on any property or asset owned or held by that Person regardless of
whether the indebtedness secured thereby shall have been assumed by that Person or is nonrecourse to the credit of
that Person; (vii) the face amount of any letter of credit or letter of guaranty issued, bankers’ acceptances facilities,
surety bond and similar credit transactions for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings or drafts; (viii) the direct or indirect guaranty, endorsement (otherwise than for
collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse
by such Person of the obligation of another; (ix) any obligation of such Person the primary purpose or intent of
which is to provide assurance to an obligee that the obligation of the obligor thereof will be paid or discharged, or
any agreement relating thereto will be complied with, or the holders thereof will be protected (in whole or in part)
against loss in respect thereof; (x) any liability of such Person for an obligation of another through any agreement
(contingent or otherwise) (a) to purchase, repurchase or otherwise acquire such obligation or any security therefor,
or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise) or (b) to maintain the solvency or any balance sheet item, level of
income or financial condition of another if, in the case of any agreement described under subclauses (a) or (b) of this
clause (x), the primary purpose or intent thereof is as described in clause (ix) above; (xi) all obligations of such
Person in respect of any exchange traded or over

18

the counter derivative transaction, including any interest rate or currency agreement or any other rate management
transaction, whether entered into for hedging or speculative purposes; (xii) all obligations of such Person, contingent
or otherwise, to purchase, redeem, retire or otherwise acquire for value any Capital Stock of such Person; (xii) all
Attributable Debt of such Person; and (xiii) any obligations of such Person or its Subsidiaries that would constitute
“indebtedness” for the purpose of any other agreement to which such Person is a party. The Indebtedness of any
Person shall include the Indebtedness of any partnership or Joint Venture in which such Person is a general partner
or joint venturer, unless such Indebtedness is expressly non-recourse to such Person.

“Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages
(including natural resource damages), penalties, claims (including Environmental Claims), costs (including the costs
of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action
necessary to remove, remediate, clean up or abate any Hazardous Materials Activity), expenses and disbursements
of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for Indemnitees in
connection with any investigative, administrative or judicial proceeding commenced or threatened by any Person,
whether or not any such Indemnitee shall be designated as a party or a potential party thereto, and any fees or
expenses incurred by Indemnitees in enforcing this indemnity), whether direct, indirect or consequential and
whether based on any federal, state or foreign laws, statutes, rules or regulations (including securities and
commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on
contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner
relating to or arising out of (i) this Agreement or the other Credit Documents or the transactions contemplated
hereby or thereby (including the Lenders’ agreement to make Loan Extensions or the use or intended use of the
proceeds thereof, or any enforcement of any of the Credit Documents (including any sale of, collection from, or
other realization upon any of the Collateral or the enforcement of the Guaranty)); or (ii) any Environmental Claim
against or any Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present
activity, operation, land ownership, or practice of Company or any of its Subsidiaries.

“Indemnitee” as defined in Section 12.3(a).

“Indemnitee Agent Party” as defined in Section 9.6.

“Insolvency Event” with respect to any Subsidiary of the Company that is not a Credit Party,
means: (i) a court of competent jurisdiction shall enter a decree or order for relief in respect of such Subsidiary in an
involuntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law
now or hereafter in effect, which decree or order is not stayed; or any other similar relief shall be granted under any
applicable federal or state law; or (ii) an involuntary case shall be commenced against such Subsidiary under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now or hereafter in effect; or
a decree or order of a court having jurisdiction in the premises for the appointment of a receiver, liquidator,
sequestrator, trustee, custodian or other officer having similar powers over such Subsidiary, or over all or a
substantial part of its property, shall have

19

been entered; or there shall have occurred the involuntary appointment of an interim receiver, trustee or other
custodian of such Subsidiary for all or a substantial part of its property; or a warrant of attachment, execution or
similar process shall have been issued against any substantial part of the property of such Subsidiary, and any such
event described in this clause (ii) shall continue for thirty (30) days without having been dismissed, bonded or
discharged; or (iii) such Subsidiary shall have an order for relief entered with respect to it or shall commence a
voluntary case under the Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar law now
or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of
an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking
possession by a receiver, trustee or other custodian for all or a substantial part of its property; or such Subsidiary
shall make any assignment for the benefit of creditors; or (iv) such Subsidiary shall be unable, or shall fail generally,
or shall admit in writing its inability, to pay its debts as such debts become due; or the board of directors (or similar
governing body) of such Subsidiary (or any committee thereof) shall adopt any resolution or otherwise authorize any
action to approve any of the actions referred to in this definition.

“Interest Election Request” means a Interest Election Request substantially in the form of
Exhibit A-2.

“Interest Payment Date” means with respect to (i) any Base Rate Loan, (a) the last day of each
month, commencing on the first such date to occur after the Closing Date, and (b) the final maturity date of such
Loan; and (ii) any LIBOR Rate Loan, (a) the last day of each month commencing on the first such date to occur after
the Closing Date, and (b) the last day of each Interest Period applicable to such Loan.

“Interest Period” means, in connection with a LIBOR Rate Loan, an interest period of one, two,
or three months, as selected by the Administrative Borrower in the applicable Funding Notice or Interest Election
Request, (i) initially, commencing on the Credit Date or Interest Period Election Date thereof, as the case may be;
and (ii) thereafter, commencing on the day on which the immediately preceding Interest Period expires; provided,
(a) if an Interest Period would otherwise expire on a day that is not a Business Day, such Interest Period shall expire
on the next succeeding Business Day unless no further Business Day occurs in such month, in which case such
Interest Period shall expire on the immediately preceding Business Day; (b) any Interest Period that begins on the
last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the
calendar month at the end of such Interest Period) shall, subject to clauses (c) of this definition, end on the last
Business Day of a calendar month; and (c) no Interest Period with respect to any portion of any Loans shall extend
beyond the Final Maturity Date.

“Interest Rate Determination Date” means, with respect to any Interest Period, the date that is
two Business Days prior to the first day of such Interest Period.

“Interim Bankruptcy Court Order” means the order of the Bankruptcy Court with respect to the
Credit Parties, in the form of Exhibit I hereto, as the same may be amended, modified or supplemented from time to
time with the express written joinder or consent of the Administrative Agent.
 20

“Interim Bankruptcy Court Order Entry Date” means the date on which the Interim
Bankruptcy Court Order shall have been entered on the docket of the Bankruptcy Court.

“Interim Facility Effective Date” means the date, on or before December 14, 2006, on which all
of the conditions precedent set forth in Section 3.1 are satisfied or waived.

“Interim Period” means the period commencing on the Interim Facility Effective Date and
ending on the earlier to occur of (i) the Final Facility Effective Date and (ii) the Final Maturity Date.

“Internal Control Event” means a material weakness in, or fraud that involves management of
the Company, which fraud has a material effect on the Company’s internal controls over public reporting, in each
case as described in the Securities Laws.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended to the date
hereof and from time to time hereafter, and any successor statute.

“Investment” means (i) any direct or indirect purchase or other acquisition by Company or any of
its Subsidiaries of, or of a beneficial interest in, any of the Securities of any other Person; (ii) any direct or indirect
redemption, retirement, purchase or other acquisition for value, by the Company or any of its Subsidiaries from any
Person, of any Capital Stock of such Person; (iii) any direct or indirect loan, advance or capital contributions by
Company or any of its Subsidiaries to any other Person, including all indebtedness and accounts receivable from that
other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of
business; and (iv) any direct or indirect Guarantee of any obligations of any other Person other than endorsements
for collection or deposit in the ordinary course of business. The amount of any Investment shall be the original cost
of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value,
or write-ups, write-downs or write-offs with respect to such Investment.

“Joint Venture” means a joint venture, partnership or other similar arrangement, whether in
corporate, partnership or other legal form; provided, in no event shall any corporate Subsidiary of any Person be
considered to be a Joint Venture to which such Person is a party.

“Landlord Collateral Access Agreement” means a Landlord Waiver and Consent Agreement
substantially in a form approved by the Agents.

“Landlord Consent and Estoppel” means, with respect to any Leasehold Property, a letter,
certificate or other instrument in writing from the lessor under the related lease, pursuant to which, among other
things, the landlord consents to the granting of a Mortgage on such Leasehold Property by the Credit Party tenant,
such Landlord Consent and Estoppel to be in form and substance acceptable to Administrative Agent in its
reasonable discretion, but in any event sufficient for Collateral Agent to obtain a Title Policy with respect to such
Mortgage.

“Leasehold Property” means any leasehold interest of any Credit Party as lessee under any lease
of real property, other than any such leasehold interest designated from time to time by Administrative Agent in its
sole discretion as not being required to be included in the Collateral.

21

“Lender” means each financial institution listed on the signature pages hereto as a Lender, and
any other Person that becomes a party hereto pursuant to an Assignment Agreement other than any such Person that
ceases to be a party hereto pursuant to an Assignment Agreement.

“LIBOR Rate Loan” means a Loan bearing interest at a rate determined by reference to the
Adjusted LIBOR Rate.

“Lien” means (i) any lien, mortgage, pledge, assignment, security interest, charge or encumbrance
of any kind (including any agreement to give any of the foregoing, any conditional sale or other title retention
agreement, and any lease in the nature thereof) and any option, trust or other preferential arrangement having the
practical effect of any of the foregoing, and (ii) in the case of Securities, any purchase option, call or similar right of
a third party with respect to such Securities.

“Loan” means a Loan made by a Lender to the Borrowers pursuant to Section 2.1(a).

“Loan Account” means an account maintained hereunder by the Administrative Agent on its
books of account at its Principal Office, and with respect to the Borrowers, in which the Borrowers will be charged
with all Loans made to, and all other Obligations incurred by, the Borrowers.

“Loan Exposure” means, with respect to any Lender at any time, the sum of the outstanding
principal amount of such Lender’s Loans at such time.

“Loan Extension” means the making of a Loan.

“Malara Entities” means each of Malara Broadcast Group Inc., Malara Broadcast Group of Fort
Wayne LLC, Malara Broadcast Group of Fort Wayne Licensee LLC, Malara Broadcast Group of Duluth LLC and
Malara Broadcast Group of Duluth Licensee LLC.

“Malara Guaranty Agreement” means that certain Guaranty, dated as of March 8, 2005, by the
Company in favor of D.B. Zwirn Special Opportunities Fund, L.P. as agent for the lender parties to the Existing
Malara Facility, in the form delivered to Administrative Agent and Lenders prior to their execution of this
Agreement and as such agreement may be amended from time to time thereafter to the extent expressly permitted
hereunder.

“Malara Waiver Documents” means (i) the Limited Waiver and Second Amendment dated as of
December 8, 2006 among the Malara Entities, the lenders listed on the signature pages thereof, and D.B. Zwirn
Special Opportunities Fund, L.P., as administrative agent for such lenders and (ii) the letter agreement dated as of
December 8, 2006 among the Malara Entities and Granite regarding the Limited Waiver and Second Amendment.

22

“Margin Stock” as defined in Regulation U of the Board of Governors of the Federal Reserve
System as in effect from time to time.

“Material Adverse Deviation” means, as of any date of determination, an adverse deviation of

more than the Permitted Deviation from the aggregate amount set forth in the applicable Budget Period for any line
item of the Budget for such Budget Period, provided that (i) with respect to the “Automation Capital Expenditures”
and “Other Capital Expenditures” line items of the Budget, “Material Adverse Deviation”, as of any date of
determination, shall mean that the aggregate amount Capital Expenditures of such category made during the period
from the first Budget Period to the most recently concluded Budget Period exceeds by more than the Permitted
Deviation the aggregate amount of projected Capital Expenditures of such category set forth in the applicable line
item of the Budget, (ii) with respect to the “Restructuring and Bankruptcy-Related Costs (Debtor)”, “Restructuring
and Bankruptcy-Related Costs (Pre-Petition Lender)” and “Restructuring and Bankruptcy-Related Costs (Creditors
Committee)” line items of the Budget, “Material Adverse Deviation”, as of any date of determination, shall mean
that the aggregate amount of restructuring and bankruptcy-related costs of such category made during the period
from the first Budget Period to the most recently concluded Budget Period exceeds by more than the Permitted
Deviation the aggregate amount of projected restructuring and bankruptcy-related costs of such category set forth in
the applicable line item of the Budget, and (iii) with respect to the “State Taxes Payable” and “Other Expenses
(franchise taxes, et. al.)” line items of the Budget, “Material Adverse Deviation”, as of any date of determination,
shall mean that the aggregate amount of costs of such category made during the period from the first Budget Period
to the most recently concluded Budget Period exceeds by more than the Permitted Deviation the aggregate amount
of projected costs of such category set forth in the applicable line item of the Budget.

“Material Adverse Effect” means a material adverse effect on and/or material adverse
developments with respect to (i) the business operations, properties, assets, condition (financial or otherwise) or
prospects of Company and its Subsidiaries taken as a whole, except for the commencement of the Chapter 11 Cases
and the effects that customarily result from the commencement of chapter 11 cases; (ii) the ability of any Credit
Party to fully and timely perform its Obligations; (iii) the legality, validity, binding effect, or enforceability against a
Credit Party of a Credit Document to which it is a party; (iv) the validity, perfection or priority of a Lien in favor of
the Collateral Agent for the benefit of the Agents and the Lenders on any of the Collateral with an aggregate value in
excess of $1,500,000 since the date hereof; or (v) the rights, remedies and benefits available to, or conferred upon,
any Agent and any Lender under any Credit Document; provided that events, developments and circumstances
disclosed in the Disclosure Filings or in Schedule 1.1(d) shall not be considered to have such a Material Adverse
Effect under clause (i) of this definition, although subsequent events, developments and circumstances relating to
such disclosed matters may result in a Material Adverse Effect.

“Material Contract” means, collectively (other than the Credit Documents or the Prepetition
Credit Documents), (i) any contract or other arrangement to which Company or any

23

of its Subsidiaries is a party for which breach, nonperformance, cancellation or failure to renew could reasonably be
expected to have a Material Adverse Effect (which shall include a contract for which total payments to be made by
or to the Company and/or any Subsidiary of the Company exceed $250,000 per Fiscal Year) and (ii) any agreement
or instrument of the Company or any of its Subsidiaries evidencing or governing Indebtedness with an aggregate
outstanding principal amount in excess of $750,000.

“Material Real Estate Asset” means (i)(a) any fee-owned Real Estate Asset having a fair market
value in excess of $500,000 as of any date of determination, and (b) all Leasehold Properties other than those with
respect to which the aggregate payments under the term of the lease are less than $250,000 per annum, or (ii) any
Real Estate Asset that the Requisite Lenders have determined is material to the business, operations, properties,
assets, condition (financial or otherwise) or prospects of Company or any Subsidiary thereof.

“Moody’s” means Moody’s Investor Services, Inc.

“Monthly Excess Receipts” means, for any Budget Period, the excess if any of the actual receipts
for such Budget Period over the forecasted receipts for such Budget Period.

“Monthly Excess Disbursements” means, for any Budget Period, the excess if any of the actual
disbursements for such Budget Period over the forecasted disbursements for such Budget Period.

“Mortgage” means each Mortgage substantially in the form of Exhibit H to the Senior Secured
Notes Indenture, as it may be further amended, supplemented or otherwise modified from time to time.

“Multiemployer Plan” means any Employee Benefit Plan which is a “multiemployer plan” as
defined in Section 3(37) of ERISA.

“NAIC” means The National Association of Insurance Commissioners, and any successor thereto.

“Narrative Report” means, with respect to the financial statements for which such narrative
report is required, a narrative report describing the operations of Company and its Subsidiaries in the form prepared
for presentation to senior management thereof for the applicable month, Fiscal Quarter or Fiscal Year and for the
period from the beginning of the then current Fiscal Year to the end of such period to which such financial
statements relate with comparison to and variances from the immediately preceding period and budget.

“Net Asset Sale Proceeds” means, with respect to any Asset Sale, an amount equal to: (i) the sum
of Cash payments and Cash Equivalents received by Company or any of its Subsidiaries from such Asset Sale
(including any Cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a
note receivable or otherwise, but only as and when so received), other than those pursuant to Section 6.8(b) minus
(ii) any bona fide direct costs incurred in connection with such Asset Sale, including (a) income or gains taxes paid
or payable by the seller as a result of any gain recognized in connection with such Asset Sale during

24

the tax period the sale occurs (after taking into account any available tax credits or deductions and any tax-sharing
arrangements), (b) payment of the outstanding principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or assets in question and that is required to
be repaid under the terms thereof as a result of such Asset Sale, (c) attorneys’ fees, accountants’ fees, investment
banking fees, survey costs, title insurance premiums, and related search and recording charges, and (d) a reasonable
reserve for any indemnification payments (fixed or contingent) attributable to seller’s indemnities and
representations and warranties to purchaser in respect of such Asset Sale undertaken by Company or any of its
Subsidiaries in connection with such Asset Sale; provided that upon release of any such reserve, the amount released
shall be considered Net Asset Sale Proceeds).

“Net Insurance/Condemnation Proceeds” means an amount equal to: (i) any Cash payments or
proceeds received by Company or any of its Subsidiaries (a) under any casualty, business interruption or “key man”
insurance policies in respect of any covered loss thereunder, or (b) as a result of the taking of any assets of Company
or any of its Subsidiaries by any Person pursuant to the power of eminent domain, condemnation or otherwise, or
pursuant to a sale of any such assets to a purchaser with such power under threat of such a taking, minus (ii) (a) any
actual and reasonable costs incurred by Company or any of its Subsidiaries in connection with the adjustment or
settlement of any claims of Company or such Subsidiary in respect thereof, and (b) any bona fide direct costs
incurred in connection with any sale of such assets as referred to in clause (i)(b) of this definition, including income
taxes paid or payable as a result of any gain recognized in connection therewith (after taking into account any
available tax credits or deductions and any tax-sharing arrangements).

“Network Affiliation Agreement” means, collectively, the affiliation agreements between the
Company or any Subsidiary of the Company and any of the Networks, as the case may be, listed in Schedule 1.1(c)
as any such agreement may be amended, supplemented or otherwise modified as permitted by the terms of this
Agreement and including any replacement agreement.

“Networks” means one or more of National Broadcasting Company, American Broadcasting

Company, CBS, Inc., Fox Broadcasting Company, My Network, or an Affiliate thereof, as the context requires.

“Non-Debtor Subsidiary” means a Subsidiary of the Company that is not, and is not required by
the Credit Documents to be, a Borrower or a Guarantor under this Agreement.
 “Non-U.S. Lender” as defined in Section 2.19(e).

“Note” means a promissory note in the form of Exhibit B, as it may be amended, supplemented or
otherwise modified from time to time.

“Notice” means a Funding Notice or a Interest Election Request.

25

“Obligations” means all liabilities and obligations of every nature of each Credit Party from time
to time owed to the Agents (including former Agents), the Lenders or any of them under any Credit Document,
whether for principal, interest, fees, expenses, indemnification or otherwise and whether primary, secondary, direct,
indirect, contingent, fixed or otherwise (including obligations of performance).

“Organizational Documents” means (i) with respect to any corporation, its certificate or articles
of incorporation or organization, as amended, and its by laws, as amended, (ii) with respect to any limited
partnership, its certificate of limited partnership, as amended, and its partnership agreement, as amended, (iii) with
respect to any general partnership, its partnership agreement, as amended, and (iv) with respect to any limited
liability company, its articles of organization, as amended, and its operating agreement, as amended. In the event
any term or condition of this Agreement or any other Credit Document requires any Organizational Document to be
certified by a secretary of state or similar governmental official, the reference to any such “Organizational
Document” shall only be to a document of a type customarily certified by such governmental official.

“Other Taxes” means any and all present or future stamp, registration, recording, filing, transfer,
documentary, excise or property Taxes, charges or similar levies arising from any payment made hereunder or from
the execution, delivery or enforcement of, or otherwise with respect to or in connection with, any Credit Document.

“Ownership Reports” means, with respect to any broadcast television station owned by the
Credit Parties, the reports and certifications filed with the FCC pursuant to 47 C.F.R. § 73.3615, or any comparable
reports filed pursuant to any successor regulation thereto.

“Patriot Act” means the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001).

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Pension Plan” means any Employee Benefit Plan, other than a Multiemployer Plan, which is
subject to Section 412 of the Internal Revenue Code or Section 302 of ERISA.

“Permitted Deviation” means 15%.

“Permitted Liens” means each of the following Liens:

(i) Liens securing the Prepetition Obligations;

(ii) Liens for taxes, assessments or governmental charges or claims the payment of which is
not required under Section 5.3;

(iii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, suppliers,
materialmen, repairmen and other Liens imposed by law incurred in the ordinary course of business for
sums not yet delinquent or being contested in good
 26

faith, or, with respect to the Credit Parties, as to which payment and enforcement is stayed under the
Bankruptcy Code or pursuant to orders of the Bankruptcy Court, if such reserve or other appropriate
provision, if any, as shall be required by GAAP shall have been made in respect thereof;

(iv) Liens incurred or deposits made in the ordinary course of business in connection with
workers’ compensation, unemployment insurance and other types of social security, including any Lien
securing letters of credit issued in the ordinary course of business consistent with past practice in
connection therewith, or to secure the performance of tenders, statutory obligations, surety and appeal
bonds, bids, leases, government contracts, performance and return-of-money bonds and other similar
obligations (exclusive of obligations for the payment of borrowed money) in the ordinary course of
business;

(v) judgment Liens not giving rise to an Event of Default so long as such Lien is adequately
bonded and any appropriate legal proceedings which may have been duly initiated for the review of such
judgment shall not have been finally terminated or the period within which such proceedings may be
initiated shall not have expired;

(vi) easements, rights-of-way, zoning restrictions, minor defects and irregularities in title and
other similar charges or encumbrances in respect of real property that do not, individually or in the
aggregate, have a material adverse effect on the value of the real property encumbered thereby and do not
interfere in any material respect with the ordinary conduct of the business of the Company or any of its
Subsidiaries;

(vii) [Reserved];

(viii) Liens upon specific items of inventory or other goods and proceeds thereof of any
Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the
account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods in
the ordinary course of business;

(ix) [Reserved];

(x) Liens encumbering deposits made to secure ordinary course business obligations arising
from statutory, regulatory or contractual (other than with respect to Indebtedness) requirements of the
Company or any of its Subsidiaries, including rights of offset and set-off;

(xi) leases or subleases granted to others not interfering in any material respect with the
business of the Company or any of the Company’s Subsidiaries and any interest or title of a lessor under
any lease permitted by this Agreement;

(xii) Liens on any interest or title of a lessor under any real property leased by the Company
or any of the Company’s Subsidiaries;

27

(xiii) the Lien created pursuant to Section 12.9 of the Senior Secured Notes Indenture in
connection with the initial deposit by the Company of $1.0 million in the Trustee Reserve Fund;
 (xiv) Liens existing on the Filing Date, as described on Schedule 6.2 (other than the Liens
described in clause (i) above); provided, that (i) no such Lien shall at any time be extended to cover any
additional property not subject thereto on the Filing Date and (ii) the principal amount of the Indebtedness
secured by such Liens shall not be extended, renewed, refunded or refinanced;

(xv) replacement Liens on the Collateral granted to secure the Prepetition Obligations to the
extent provided in the Bankruptcy Court Orders.

“Permitted Priority Liens” means Liens permitted under clauses (iv), (vi), (x), (xi), and (xii) of
the definition of the term “Permitted Lien”; provided, that the aggregate amount of Indebtedness for borrowed
money secured by such Liens shall not exceed $750,000.

“Person” means and includes natural persons, corporations, limited partnerships, general
partnerships, limited liability companies, limited liability partnerships, joint stock companies, Joint Ventures,
associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or
not legal entities, and Governmental Authorities.

“Platform” as defined in Section 9.9(b).

“Pledge Agreement” means any pledge agreement or similar agreement or instrument made by a
Credit Party in favor of the Collateral Agent for the benefit of the Agents and the Lenders, in each case, in
substantially the same form and substance as the pledge agreements or similar agreements or instruments that secure
the Prepetition Obligations and otherwise in form and substance satisfactory to the Collateral Agent.

“Preferred Stock” means the Company’s 12.75% cumulative exchangeable preferred stock.

“Prepetition Agents” means The Bank of New York, as collateral agent for the Prepetition
Indebtedness Holders, The Bank of New York, as trustee for the holders of the Senior Secured Notes, and Silver
Point, as administrative agent for the Prepetition Lenders.

“Prepetition Collateral” means all collateral purported to be granted pursuant to the Prepetition
Credit Documents.

“Prepetition Credit Agreement” means that certain Financing Agreement, dated as of July 5,
2006, by and among the Company, the Guarantors party thereto, the Prepetition Agents and the Prepetition Lenders,
as amended, restated, supplemented or otherwise modified from time to time prior to the date hereof.

28

“Prepetition Credit Documents” means the Prepetition Credit Agreement, the Senior Secured
Notes Indenture and all instruments and documents executed at any time in connection with either thereof.

“Prepetition Indebtedness Holders” means, collectively, the Prepetition Lenders and the holders
of the Senior Secured Notes.

“Prepetition Lenders” means the lenders party to the Prepetition Credit Agreement, from time to
time, under and as defined in the Prepetition Credit Agreement.

“Prepetition Obligations” means all indebtedness, obligations and liabilities of the Company and
its Subsidiaries to the Prepetition Agents and the Prepetition Indebtedness Holders incurred prior to the Filing Date
arising from or related to the Prepetition Credit Agreement, the Senior Secured Notes Indenture and the other
agreements, instruments and other documents related thereto including fees, premiums (including repayment
premiums, if any, owing under the Senior Secured Notes), expenses, indemnities and reimbursement obligations due
thereunder and interest thereon accruing both before and after the Filing Date, whether such indebtedness,
obligations or liabilities are direct or indirect, joint or several, absolute or contingent, due or to become due, whether
for payment or performance, now existing or hereafter arising.

“Pre-Petition Payment” shall mean a payment (by way of adequate protection or otherwise) of
principal and interest or otherwise on account of any pre-petition Indebtedness or trade payables or other pre-
petition claims against the Borrowers.

“Prime Rate” means the rate of interest quoted in The Wall Street Journal, Money Rates Section
as the Prime Rate (currently defined as the base rate on corporate loans posted by at least seventy five percent (75%)
of the nation’s thirty (30) largest banks), as in effect from time to time. The Prime Rate is a reference rate and does
not necessarily represent the lowest or best rate actually charged to any customer. Any Agent or any other Lender
may make commercial loans or other loans at rates of interest at, above or below the Prime Rate.

“Principal Office” means, for Administrative Agent, such Person’s “Principal Office” as set forth
on Appendix B, or such other office as such Person may from time to time designate in writing to Administrative
Borrower and each Lender.

“Pro Rata Share” means the percentage obtained by dividing (a) the Loan Exposure of that
Lender, by (b) the aggregate Loan Exposure of all Lenders.

“Real Estate Asset” means, at any time of determination, any Leasehold Property or fee-owned
real property then owned by any Credit Party in any real property.

“Record Document” means, with respect to any Leasehold Property, (i) the lease evidencing such
Leasehold Property or a memorandum thereof, executed and acknowledged by the owner of the affected real
property, as lessor, or (ii) if such Leasehold Property was acquired or subleased from the holder of a Recorded
Leasehold Interest, the applicable assignment or sublease document, executed and acknowledged by such holder, in
each case in form sufficient to give such constructive notice upon recordation and otherwise in form reasonably
satisfactory to the Agents.

29

“Recorded Leasehold Interest” means a Leasehold Property with respect to which a Record
Document has been recorded in all places necessary or desirable, in Administrative Agent’s reasonable judgment, to
give constructive notice of such Leasehold Property to third-party purchasers and encumbrancers of the affected real
property.

“Register” as defined in Section 2.6(b).

“Regulation D” means Regulation D of the Board of Governors of the Federal Reserve System, as
in effect from time to time.

“Reimbursement Date” as defined in Section 2.3(d).

“Reimbursement and Refinancing Agreement” means that certain Reimbursement and

Refinancing Agreement, dated as of March 8, 2005, as amended through the date hereof and, after the date hereof, to
the extent permitted by the terms of this Agreement, by and between the Malara Entities and the Company.

“Related Agreements” means, collectively, the Prepetition Credit Agreement, the Senior Secured
Notes Indenture, the Station Agreements, the Malara Guaranty Agreement, each Network Affiliation Agreement, the
Reimbursement and Refinancing Agreement and the Malara Waiver Documents.

“Related Fund” means, with respect to any Lender that is an investment fund, any other
investment fund that invests in commercial loans and that is managed or advised by the same investment advisor as
such Lender or by an Affiliate of such investment advisor. With respect to Silver Point, Related Fund shall also
include any swap, special purpose vehicles purchasing or acquiring security interests in collateralized loan
obligations or any other vehicle through which Silver Point may leverage its investments from time to time.

“Release” means any release, spill, emission, leaking, pumping, pouring, injection, escaping,
deposit, disposal, discharge, dispersal, dumping, leaching or migration of any Hazardous Material into the indoor or
outdoor environment (including the abandonment or disposal of any barrels, containers or other closed receptacles
containing any Hazardous Material), including the movement of any Hazardous Material through the air, soil,
surface water or groundwater.

“Reorganization Plan” means the plan of reorganization filed on the first day of the Chapter 11
Cases, as such plan may be amended with the prior written consent of the Requisite Lenders.

“Replacement Lender” as defined in Section 2.22.

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“Requisite Lenders” means, at any time, Lenders having Loan Exposures and unused
Commitments representing more than 50% of the sum of the total Loan Exposures and unused Commitments at such
time.

“Restricted Junior Payment” means (i) any dividend or other distribution, direct or indirect, on
account of any shares of any class of stock of Company now or hereafter outstanding, except a dividend payable
solely in shares of Qualified Capital Stock of the Company to holders of such Capital Stock; (ii) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any shares
of any class of stock of Company now or hereafter outstanding; (iii) any payment made to retire, or to obtain the
surrender of, any outstanding warrants, options or other rights to acquire shares of any class of stock of Company
now or hereafter outstanding; and (iv) any payment or prepayment of principal of, premium, if any, or interest on, or
redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar
payment with respect to, any subordinated Indebtedness.

“Restructuring Support Agreement” means the Restructuring Support Agreement dated as of

December 11, 2006 among the Company and the Subsidiaries of the Company named therein, Silver Point Finance,
LLC and its affiliated investment funds that are signatories thereto and the Other Secured Claimholders identified on
the signature pages thereof, as amended, restated, supplemented or otherwise modified from time to time in
accordance with the terms thereof.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc.

“Secured Parties” means the Lenders and the Agents.

“Securities” means any stock, shares, partnership interests, voting trust certificates, certificates of
interest or participation in any profit-sharing agreement or arrangement, options, warrants, bonds, debentures, notes,
or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as “securities” or any certificates of interest, shares or participations in temporary or
interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing.
 “Securities Act” means the Securities Act of 1933, as amended from time to time, and any
successor statute.

“Securities Laws” means the Securities Act, the Exchange Act, Sarbanes-Oxley Act of 2002 and
the applicable accounting and auditing principles, rules, standards and practices promulgated, approved or
incorporated by the Securities and Exchange Commission or the Public Company Accounting Oversight Board, as
each of the foregoing may be amended and in effect on any applicable date hereunder.

“Security Agreement” means any security agreement or similar agreement or instrument

(including this Agreement) made by a Credit Party in favor of the Collateral Agent

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for the benefit of the Secured Parties, in each case, in substantially the same form and substance as the security
agreement or similar agreement or instrument that secures the Prepetition Obligations and otherwise in form and
substance satisfactory to the Collateral Agent.

“Senior Secured Notes” means the Company’s 9¾% Senior Secured Notes due 2010.

“Senior Secured Notes Documents” means the Senior Secured Notes Indenture.

“Senior Secured Notes Indenture” means the Company’s 9¾% Senior Secured Notes Indenture
dated as of December 22, 2003 among the Company, as issuer, certain Subsidiaries of the Company, as guarantors,
and The Bank of New York, as trustee, as amended through the date hereof.

“Silver Point” as defined in the preamble hereto.

“SPC” as defined in Section 12.7.

“Station Agreements” means, collectively, the Duluth Option Agreement, the Fort Wayne Option
Agreement, the Duluth Shared Services Agreement, the Fort Wayne Shared Services Agreement, the Duluth
Advertising Representation Agreement, the Fort Wayne Advertising Representation Agreement, the Duluth
Management Services Agreement, the Fort Wayne Management Services Agreement and the Guaranty Fee
Agreement.

“Subject Transaction” as defined in Section 6.7(i).

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability
company, association, joint venture or other business entity of which more than fifty percent (50%) of the total
voting power of shares of stock or other ownership interests entitled (without regard to the occurrence of any
contingency) to vote in the election of the Person or Persons (whether directors, managers, trustees or other Persons
performing similar functions) having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person or a combination thereof; provided, in determining the percentage of ownership interests
of any Person controlled by another Person, no ownership interest in the nature of a “qualifying share” of the former
Person shall be deemed to be outstanding.

“Tax” means any present or future tax, levy, impost, duty, assessment, charge, fee, deduction or
withholding of any nature and whatever called, by whomsoever, on whomsoever and wherever imposed, levied,
collected, withheld or assessed; provided, “Tax on the overall net income” of a Person shall be construed as a
reference to a tax imposed by the jurisdiction in which that Person is organized or in which that Person’s applicable
principal office (and/or, in the case of a Lender, its lending office) is located or in which that Person (and/or, in the
case of a Lender, its lending office) is deemed to be doing business (other than a jurisdiction in which such Person is
treated as doing business as a result of its entering into any Credit Document or its participation in the transactions
governed thereby) on all or part of the net

32

income, profits or gains (whether worldwide, or only insofar as such income, profits or gains are considered to arise
in or to relate to a particular jurisdiction, or otherwise) of that Person (and/or, in the case of a Lender, its applicable
lending office).

“Tax-Related Person” means by Person (including a beneficial owner of an interest in a pass-

through entity) whose income is realized through or determined by reference to an Agent, a Lender or Participant or
any Tax Related Person of any of the foregoing.

“Terminated Lender” as defined in Section 2.22.

“Terrorism Laws” means any of the following (a) Executive Order 13224 issued by the President
of the United States, (b) the Terrorism Sanctions Regulations (Title 31 Part 595 of the U.S. Code of Federal
Regulations), (c) the Terrorism List Governments Sanctions Regulations (Title 31 Part 596 of the U.S. Code of
Federal Regulations), (d) the Foreign Terrorist Organizations Sanctions Regulations (Title 31 Part 597 of the U.S.
Code of Federal Regulations), (e) the Patriot Act (as it may be subsequently codified), (f) all other present and future
legal requirements of any Governmental Authority addressing, relating to, or attempting to eliminate, terrorist acts
and acts of war and (g) any regulations promulgated pursuant thereto or pursuant to any legal requirements of any
Governmental Authority governing terrorist acts or acts of war.

“Trustee Reserve Fund” means the account designated by the Trustee pursuant to Section 12.9 of
the Indenture.

“Type of Loan” means a Base Rate Loan or a LIBOR Rate Loan.

“UCC” means the Uniform Commercial Code (or any similar or equivalent legislation) as in effect
in any applicable jurisdiction.

“Unadjusted LIBOR Rate Component” means that component of the interest costs to the
Borrowers in respect of a LIBOR Rate Loan that is based upon the rate obtained pursuant to clause (B)(i) of the
definition of Adjusted LIBOR Rate.

“Unused Line Fee” has the meaning specified therefor in Section 2.10(b).

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the
time entitled to vote in the election of the board of directors of such Person.

1.2 Accounting Terms. Except as otherwise expressly provided herein, all accounting terms not
otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements
and other information required to be delivered by Company to Lenders pursuant to Section 5.1(a), 5.1(b) and 5.1(c)
shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with
the reconciliation statements provided for in Section 5.1(e), if applicable). Subject to the foregoing, calculations in
connection with the definitions, covenants and other provisions hereof shall utilize accounting principles and
policies in conformity with those used to prepare the Historical Financial Statements.

33
 1.3 Interpretation, etc. Any of the terms defined herein may, unless the context otherwise requires,
be used in the singular or the plural, depending on the reference. References herein to any Section, Appendix,
Schedule or Exhibit shall be to a Section, an Appendix, a Schedule or an Exhibit, as the case may be, hereof unless
otherwise specifically provided. The use herein of the word “include” or “including,” when following any general
statement, term or matter, shall not be construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or matters, whether or not no limiting
language (such as “without limitation” or “but not limited to” or words of similar import) is used with reference
thereto, but rather shall be deemed to refer to all other items or matters that fall within the broadest possible scope of
such general statement, term or matter.

SECTION 2. LOANS

2.1 Loans.

(a) Commitment. During the Commitment Period, subject to the terms and conditions
hereof, each Lender severally agrees to make Loans to the Borrowers in an aggregate amount up to but not
exceeding such Lender’s Commitment. Amounts borrowed pursuant to this Section 2.1(a) may be repaid and
reborrowed during the Commitment Period. Each Lender’s Commitment shall expire on the Final Maturity Date
and all Loans and all other amounts owed hereunder with respect to the Loans and the Commitments shall be
paid in full no later than such date.

(b) Notwithstanding the foregoing:

(i) The aggregate principal amount of Loans which may be drawn during any
Budget Period shall not exceed the maximum aggregate principal amount of Loans projected to be drawn
during such Budget Period as set forth in the Budget (after giving effect to the Permitted Deviation
therefrom); provided, that the limitations of this clause (i) shall at no time prevent the Borrowers from
drawing any amount that would, after giving effect to such draw, not result in there being more than $5
million of Loans outstanding and the payment of principal, interest and fees with respect to any portion of
such $5 million so drawn shall not violate the limitations with respect to Budget payments set forth in this
Agreement.

(ii) During the Interim Period, the aggregate principal amount of Loans outstanding
at any time shall not exceed $5,000,000.

(iii) Within the foregoing limits, the Borrowers may borrow, repay and reborrow
Loans, on or after the Interim Facility Effective Date and prior to the Final Maturity Date, subject to the
terms, provisions and limitations set forth herein.

(c) Borrowing Mechanics for Loans.

(i) Loans shall be made in an aggregate minimum amount of $500,000 and integral
multiples of $250,000 in excess of that amount.

34

(ii) Whenever a Borrower desires that Lenders make Loans, the Administrative
Borrower shall deliver to Administrative Agent a fully executed Funding Notice no later than 10:00 a.m.
(New York City time) at least three Business Days in advance of the proposed Credit Date in the case of a
 LIBOR Rate Loan, and, at least one Business Day in advance of the proposed Credit Date in the case of a
Loan that is a Base Rate Loan and such Funding Notice shall include a certification by an Authorized
Officer of the Administrative Borrower that the aggregate principal amount of Loans drawn during the
current Budget Period (after giving effect to the proposed borrowing) shall not exceed the maximum
aggregate principal amount of Loans projected to be drawn during such Budget Period as set forth in the
Budget (subject to the Permitted Deviation therefrom and except as otherwise provided in Section
2.1(b)(i)). Except as otherwise provided herein, a Funding Notice for a Loan shall be irrevocable when
given, and the Borrowers shall be bound to make a borrowing in accordance therewith. Administrative
Agent and Lenders may act without liability upon the basis of written, telecopied or telephonic notice
believed by Administrative Agent in good faith to be from the Administrative Borrower (or from any
Authorized Officer thereof designated in writing purportedly from the Administrative Borrower to
Administrative Agent). Administrative Agent and each Lender shall be entitled to rely conclusively on any
Authorized Officer’s authority to request a Loan on behalf of any Borrower until Administrative Agent
receives written notice to the contrary. Administrative Agent and Lenders shall have no duty to verify the
authenticity of the signature appearing on any written Funding Notice.

(iii) Notice of receipt of each Funding Notice in respect of Loans, together with the
amount of each Lender’s Pro Rata Share thereof, if any, together with the applicable interest rate, shall be
provided by Administrative Agent to each applicable Lender by telefacsimile with reasonable promptness,
but (provided Administrative Agent shall have received such notice by 10:00 a.m. (New York City time))
not later than 2:00 p.m. (New York City time) on the same day as Administrative Agent’s receipt of such
Notice from the Borrower.

(iv) Each Lender shall make the amount of its Loan available to Administrative
Agent not later than 12:00 p.m. (New York City time) on the applicable Credit Date by wire transfer of
same day funds in Dollars, to Administrative Agent’s Account. Except as provided herein, upon
satisfaction or waiver of the conditions precedent specified herein, Administrative Agent shall make the
proceeds of such Loans available to the applicable Borrower on the applicable Credit Date by causing an
amount of same day funds in Dollars equal to the proceeds of all such Loans received by Administrative
Agent from Lenders to be credited to the account of the applicable Borrower set forth on Schedule 2.2
hereto or such other account as may be designated in writing to Administrative Agent by the
Administrative Borrower.

2.2 [Reserved].

2.3 [Reserved].

35

2.4 Pro Rata Shares; Availability of Funds.

(a) Pro Rata Shares. All Loans shall be made, and all participations purchased, by Lenders
simultaneously and proportionately to their respective Pro Rata Shares, it being understood that no Lender shall
be responsible for any default by any other Lender in such other Lender’s obligation to make a Loan requested
hereunder or purchase a participation required hereby nor shall any Loan Commitment of any Lender be
increased or decreased as a result of a default by any other Lender in such other Lender’s obligation to make a
Loan requested hereunder or purchase a participation required hereby.

(b) Availability of Funds. Unless Administrative Agent shall have been notified by any
Lender prior to the applicable Credit Date that such Lender does not intend to make available to Administrative
Agent the amount of such Lender’s Loan requested on such Credit Date, Administrative Agent may assume that
such Lender has made such amount available to Administrative Agent on such Credit Date and Administrative
Agent may, in its sole discretion, but shall not be obligated to, make available to the Borrowers a corresponding
 amount on such Credit Date. If such corresponding amount is not in fact made available to Administrative Agent
by such Lender, Administrative Agent shall be entitled to recover such corresponding amount on demand from
such Lender together with interest thereon, for each day from such Credit Date until the date such amount is paid
to Administrative Agent, at the customary rate set by Administrative Agent for the correction of errors among
banks for three (3) Business Days and thereafter at the Base Rate. If such Lender does not pay such
corresponding amount forthwith upon Administrative Agent’s demand therefor, Administrative Agent shall
promptly notify the Administrative Borrower and the Borrowers shall immediately pay such corresponding
amount to Administrative Agent together with interest thereon, for each day from such Credit Date until the date
such amount is paid to Administrative Agent, at the rate payable hereunder for Base Rate Loans for such Class of
Loans. Nothing in this Section 2.4(b) shall be deemed to relieve any Lender from its obligation to fulfill its Loan
Commitments hereunder or to prejudice any rights that a Borrower may have against any Lender as a result of
any default by such Lender hereunder.

2.5 Use of Proceeds. The proceeds of the Loans shall be used (A) to pay for the fees, costs and
expenses owing to the Agents, the Lenders, the Prepetition Agents and the Prepetition Indebtedness Holders in
accordance with the Credit Documents, (B) to fund ongoing working capital requirements of the Company and its
Subsidiaries including, without limitation, payments of the administrative expenses of the kind specified in Section
503(b) of the Bankruptcy Code incurred in the ordinary course of business of the Borrowers or otherwise approved
by the Bankruptcy Court (and not otherwise prohibited under this Agreement), (C) to pay for fees, costs and
expenses, including, without limitation, Carve-Out Expenses, (D) to pay amounts owing on the Obligations as
provided herein and (E) for general corporate purposes. No portion of the proceeds of any Loan Extension shall be
used in any manner that causes or might cause such Loan Extension or the application of such proceeds to violate
Regulation T, Regulation U or Regulation X of the Board of Governors of the Federal Reserve System or any other
regulation thereof or to violate the Exchange Act.

36

2.6 Evidence of Debt; Register; Lenders’ Books and Records; Notes.

(a) Lenders’ Evidence of Debt. Each Lender shall maintain on its internal records an
account or accounts evidencing the Obligations of the Credit Parties to such Lender, including the amounts of the
Loans made by it and each repayment and prepayment in respect thereof. Any such recordation shall be
conclusive and binding on the Credit Parties, absent manifest error; provided, that the failure to make any such
recordation, or any error in such recordation, shall not affect the Credit Parties’ Obligations in respect of any
applicable Loans; and provided further, in the event of any inconsistency between the Register and any Lender’s
records, the recordations in the Register shall govern.

(b) Register. Administrative Agent shall maintain at its Principal Office a register for the
recordation of the names and addresses of Lenders and Loans of each Lender from time to time (the
“Register”). The Register shall be available for inspection by any Credit Party or any Lender at any reasonable
time and from time to time upon reasonable prior notice. Administrative Agent shall record in the Register the
Loans, and each repayment or prepayment in respect of the principal amount of the Loans, and any such
recordation shall be conclusive and binding on the Credit Parties and each Lender, absent manifest error;
provided, failure to make any such recordation, or any error in such recordation, shall not affect the Credit
Parties’ Obligations in respect of any Loan. Each Credit Party hereby designates the entity serving as
Administrative Agent to serve as such Credit Party’s agent solely for purposes of maintaining the Register as
provided in this Section 2.6, and each Credit Party hereby agrees that, to the extent such entity serves in such
capacity, the entity serving as Administrative Agent and its officers, directors, employees, agents and affiliates
shall constitute “Indemnitees.”

(c) Notes. If so requested by any Lender by written notice to the Administrative Borrower
(with a copy to Administrative Agent) at least two (2) Business Days prior to the Closing Date, or at any time
thereafter, the Borrowers shall execute and deliver to such Lender (and/or, if applicable and if so specified in
 such notice, to any Person who is an assignee of such Lender pursuant to Section 12.6) on the Closing Date (or, if
such notice is delivered after the Closing Date, promptly after receipt of such notice) a Note or Notes to evidence
such Lender’s Loan.

2.7 Interest on Loans.

(a) Except as otherwise set forth herein, each Loan shall be a LIBOR Rate Loan and shall
bear interest on the unpaid principal amount thereof from the date made through repayment (whether by
acceleration or otherwise) thereof at the Adjusted LIBOR Rate plus the Applicable Margin. Except as otherwise
provided herein, each Base Rate Loan shall bear interest on the unpaid principal amount thereof at the Base Rate
plus the Applicable Margin.

(b) The Interest Period shall be selected by the Administrative Borrower and notified to
Administrative Agent and Lenders pursuant to the applicable Funding Notice or Interest Election Request, as the
case may be.

37

(c) There shall be no more than four (4) Interest Periods outstanding at any time. In the
event the Administrative Borrower fails to specify an Interest Period in the applicable Funding Notice or Interest
Election Request, the Borrower shall be deemed to have selected an Interest Period of one month. As soon as
practicable after 10:00 a.m. (New York City time) on each Interest Rate Determination Date, Administrative
Agent shall determine (which determination shall, absent manifest error, be final, conclusive and binding upon all
parties) the interest rate that shall apply to the LIBOR Rate Loans for which an interest rate is then being
determined for the applicable Interest Period and shall promptly give notice thereof (in writing or by telephone
confirmed in writing) to Administrative Borrower and each Lender.

(d) Interest payable on LIBOR Rate Loans shall be computed on the basis of a 360-day year
for the actual number of days elapsed in the period during which it accrues. Interest payable on Base Rate Loans
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. In computing interest on any Loan, the date of the making of such
Loan shall be included, and the date of payment of such Loan or the expiration date of an Interest Period
applicable to such Loan shall be excluded; provided, if a Loan is repaid on the same day on which it is made, one
day’s interest shall be paid on that Loan.

(e) Except as otherwise set forth herein, interest on each Loan shall be payable in arrears on
and to (i) each Interest Payment Date applicable to that Loan; (ii) upon any prepayment of that Loan, whether
voluntary or mandatory, to the extent accrued on the amount being prepaid; and (iii) at maturity, including final
maturity.

2.8 Interest Election Requests. The Administrative Borrower may elect the Interest Period for any
Loan as provided in this Section 2.8. Each telephonic and written Interest Election Request shall be irrevocable and
be delivered to the Administrative Agent no later than three (3) Business Days prior to the end of the preceding
Interest Period and shall specify the following information in compliance with Section 2.1:

(i) the Loans to which such Interest Election Request applies;

(ii) the effective date of the election made pursuant to such Interest Election Request, which
shall be a Business Day; and

(iii) the Interest Period therefor after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period” and permitted under Section 2.7(c).
 2.9 Default Interest. Upon the occurrence and during the continuance of an Event of Default, the
principal amount of all Loans outstanding and, to the extent permitted by applicable law, any interest payments on
the Loans or any fees or other amounts owed hereunder, shall thereafter bear interest (including post petition interest
in any proceeding under the Bankruptcy Code or other applicable bankruptcy laws) payable on demand at a rate that
is two percent (2%) per annum in excess of the interest rate otherwise payable hereunder with respect to the
applicable Loans (or, in the case of any such fees and other amounts, at a rate which is two

38

percent (2%) per annum in excess of the interest rate otherwise payable hereunder for Base Rate Loans); provided,
in the case of LIBOR Rate Loans, upon the expiration of the Interest Period in effect at the time any such increase in
interest rate is effective such LIBOR Rate Loans shall thereupon become Base Rate Loans and shall thereafter bear
interest payable upon demand at a rate which is two percent (2%) per annum in excess of the interest rate otherwise
payable hereunder for Base Rate Loans. Payment or acceptance of the increased rates of interest provided for in this
Section 2.9 is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default
or otherwise prejudice or limit any rights or remedies of Administrative Agent or any Lender.

2.10 Fees.

(a) Agents Fees. The Borrowers agree to pay to Agents all fees specified in the Fee Letter
in the amounts and at the times specified therein and to Agents such other fees in the amounts and at the times
separately agreed upon.

(b) Unused Line Fee. From and after the Interim Facility Effective Date and until the Final
Maturity Date, the Borrowers shall pay to the Administrative Agent for the account of the Lenders, in accordance
with their Pro Rata Shares, an unused line fee (the “Unused Line Fee”), which shall accrue at the rate per annum
of 0.50% of the total Commitment amount over the average daily outstanding principal amount of all Loans
during the calculation period and shall be payable monthly in arrears on the last Business Day of each calendar
month commencing December 2006.

2.11 Repayment of Loans. The Borrowers hereby, jointly and severally as provided in Section 2.24,
unconditionally promise to pay to the Administrative Agent for account of the Lenders the outstanding principal
amount of the Loans on the Final Maturity Date.

2.12 Voluntary Prepayment of Loans/Commitment Reductions.

(a) Voluntary Prepayments of Loans. Subject to Section 2.17(c), the Borrowers may, upon
no fewer than one Business Days’ prior written or telephonic notice confirmed in writing to Administrative
Agent, prepay the principal of any Loan, in whole or in part, in an aggregate principal amount of not less than
$500,000 (or, if less, the remaining principal balance outstanding of the Loans) and integral multiples of
$250,000 in excess thereof; provided that except as provided in clause (b) of this Section 2.12, no such
prepayment shall reduce the Commitments hereunder.

(b) Voluntary Commitment Reductions. The Borrowers may, upon not less than one
Business Days’ prior written or telephonic notice confirmed in writing to Administrative Agent (which original
written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each
applicable Lender), at any time and from time to time permanently reduce the Commitments to an amount not
less than $15 million.

(ii) Administrative Borrower’s notice to Administrative Agent shall designate the

date (which shall be a Business Day) of such reduction and the amount thereof, and such reduction of the
Commitments shall be effective on the date specified in such notice and shall reduce the Commitment of
 each Lender proportionately to its Pro Rata Share thereof.

39

2.13 Mandatory Prepayments.

(a) Asset Sales. No later than the first Business Day following the date of receipt by
Company or any of its Subsidiaries of any Net Asset Sale Proceeds, Borrowers shall prepay the Loans in the full
amount of such Net Asset Sale Proceeds; provided, (i) so long as no Default or Event of Default shall have
occurred and be continuing, and (ii) to the extent that aggregate Net Asset Sale Proceeds from the Filing Date
through the applicable date of determination do not exceed $250,000, Company shall have the option, directly or
through one or more of its Subsidiaries to invest such Net Asset Sale Proceeds within one hundred eighty (180)
days of receipt thereof in long term productive assets of the general type used in the business of Company and its
Subsidiaries, which investment may include the repair, restoration or replacement of the applicable assets thereof.

(b) Insurance/Condemnation Proceeds. No later than the first Business Day following the
date of receipt by Company or any of its Subsidiaries, or Administrative Agent as loss payee, of any Net
Insurance/Condemnation Proceeds, the Borrowers shall prepay outstanding Loans in an aggregate amount equal
to such Net Insurance/Condemnation Proceeds; provided, (i) so long as no Default or Event of Default shall have
occurred and be continuing, and (ii) to the extent that aggregate Net Insurance/Condemnation Proceeds from the
Closing Date through the applicable date of determination do not exceed $250,000, Company shall have the
option, directly or through one or more of its Subsidiaries to invest such Net Insurance/Condemnation Proceeds
within one hundred eighty (180) days of receipt thereof in long term productive assets of the general type used in
the business of Company and its Subsidiaries, which investment may include the repair, restoration or
replacement of the applicable assets thereof.

(c) Issuance of Capital Stock. On the date of receipt by Company or any of its Subsidiaries
of cash proceeds from a capital contribution to, or the issuance of any Capital Stock of, Company or any of its
Subsidiaries (other than issuances of Capital Stock by a Subsidiary to the Company and capital contributions by
the Company to a Subsidiary), the Borrowers shall prepay the Loans in an aggregate amount equal to one
hundred percent (100%) of such proceeds, net of underwriting discounts and commissions and other reasonable
costs and expenses associated therewith, including reasonable legal fees and expenses; provided that any Lender,
at its option, may elect not to receive its share of any such payment pursuant to this clause (c) and such amounts
shall be otherwise available to the Company in accordance with the terms hereof.

(d) Excess Borrowings. The Borrowers will immediately prepay the Loans on any date that
the aggregate principal amount of all Loans exceeds the lesser of (A) the difference between (x) the total
Commitment and (y) the aggregate amount of all reserves established by the Administrative Agent prior to such
date in accordance with the definition of the term “Availability” and (B) the maximum aggregate principal
amount of Loans projected

40

to be outstanding during the then current Budget Period as set forth in the Budget (subject to the Permitted
Deviation therefrom and except as otherwise permitted in Section 2.1(b)(i)), to the full extent of any such
excess. On each day that any Loans are outstanding, the Borrowers shall hereby be deemed to represent and
warrant to the Agents and the Lenders that (1) the difference between (x) the total Commitment and (y) the
aggregate amount of all reserves established by the Administrative Agent prior to such day in accordance with
the definition of the term “Availability” equals or exceeds the aggregate principal amount of all Loans
outstanding on such day and (2) the aggregate principal amount of all Loans outstanding on such day does not
 exceed the maximum aggregate principal amount of Loans projected to be outstanding during the then current
Budget Period as set forth in the Budget (subject to the Permitted Deviation therefrom and except as otherwise
permitted in Section 2.1(b)(i)).

(e) Extraordinary Receipts. No later than the first Business Day following the date of
receipt by Company or any of its Subsidiaries of any Extraordinary Receipts, the Borrowers shall prepay the
Loans in an aggregate amount equal to such Extraordinary Receipts.

(f) Monthly Excess Receipts. With respect to any Budget Period, the Borrowers shall
prepay the Loans in an aggregate amount equal to the positive amount (if any) for such Budget Period of Monthly
Excess Receipts less Monthly Excess Disbursements, for such Budget Period. Any prepayment required by this
clause (f) shall be payable on the tenth day following the end of the applicable Budget Period.

(g) Prepayment Certificate. Concurrently with any prepayment of the Loans pursuant to
Sections 2.13(a)-(f), Administrative Borrower shall deliver to Administrative Agent a certificate of an Authorized
Officer demonstrating the calculation of the amount of the applicable net proceeds, or other applicable amounts
giving rise to the prepayment, as the case may be. In the event that Administrative Borrower shall subsequently
determine that the actual amount received exceeded the amount set forth in such certificate, the Borrowers shall
promptly make an additional prepayment of the Loans in an amount equal to such excess, and Administrative
Borrower shall concurrently therewith deliver to Administrative Agent a certificate of an Authorized Officer
demonstrating the derivation of such excess.

2.14 Application of Prepayments. Any prepayment of the Loans pursuant to Section 2.12 or 2.13
shall be applied as follows:

first, to the payment of all expenses and fees to the full extent thereof;

second, to the payment of any accrued interest at the Default Rate, if any;

third, to the payment of any accrued interest (other than Default Rate interest);

fourth, with respect to payments pursuant to Section 2.12, to prepay the Loans until repaid in full
(but without corresponding reduction of the Commitments); and

41

fifth, except with respect to payments pursuant to Section 2.12, to prepay the outstanding Loans
until repaid in full and to permanently reduce any remaining Commitments to the full extent thereof;
provided, however that mandatory prepayments arising under clauses (e) and (f) of Section 2.13 shall not
result in the Commitments being permanently reduced below $10 million and provided, further, that the
Administrative Agent, with the consent of the Required Lenders, may elect to waive any permanent
reduction of the Commitments under this paragraph fifth.

2.15 General Provisions Regarding Payments.

(a) All payments by the Borrowers of principal, interest, fees and other Obligations shall be
made in Dollars in same day funds, without, recoupment, setoff, counterclaim or other defense free of any
restriction or condition, and delivered to Administrative Agent not later than 12:00 p.m. (New York City time) on
the date due to Administrative Agent’s Account for the account of Lenders; funds received by Administrative
Agent after that time on such due date shall be deemed to have been paid by Borrowers on the next Business Day.

(b) All payments in respect of the principal amount of any Loan shall be accompanied by
 payment of accrued interest on the principal amount being repaid or prepaid.

(c) Administrative Agent shall promptly distribute to each Lender at such address as such
Lender shall indicate in writing, such Lender’s applicable Pro Rata Share of all payments and prepayments of
principal and interest due hereunder, together with all other amounts due thereto, including all fees payable with
respect thereto, to the extent received by Administrative Agent.

(d) Subject to the provisos set forth in the definition of “Interest Period, “ whenever any
payment to be made hereunder shall be stated to be due on a day that is not a Business Day, such payment shall
be made on the next succeeding Business Day and such extension of time shall be included in the computation of
the payment of interest hereunder or of the commitment fees hereunder.

(e) Administrative Agent shall deem any payment by or on behalf of Borrowers hereunder
that is not made in same day funds prior to 12:00 p.m. (New York City time) to be a non-conforming
payment. Any such payment shall not be deemed to have been received by Administrative Agent until the later
of (i) the time such funds become available funds, and (ii) the applicable next Business Day. Interest shall
continue to accrue on any principal as to which a non-conforming payment is made until such funds become
available funds (but in no event less than the period from the date of such payment to the next succeeding
applicable Business Day) at the Default Rate determined pursuant to Section 2.9 from the date such amount was
due and payable until the date such amount is paid in full.

(f) If an Event of Default shall have occurred and not otherwise been waived, and the
maturity of the Obligations shall have been accelerated pursuant to Section 8.1, all payments or proceeds received
by Agents hereunder in respect of any of the Obligations shall be applied in accordance with Section 2.14 hereof.

42

2.16 Ratable Sharing. Lenders hereby agree among themselves that, except as otherwise provided in
the Collateral Documents with respect to amounts realized from the exercise of rights with respect to Liens on the
Collateral, if any of them shall, whether by voluntary payment (other than a voluntary prepayment of Loans made
and applied in accordance with the terms hereof), through the exercise of any right of set off or banker’s lien, by
counterclaim or cross action or by the enforcement of any right under the Credit Documents or otherwise, or as
adequate protection of a deposit treated as cash collateral under the Bankruptcy Code, receive payment or reduction
of a proportion of the aggregate amount of principal, interest, fees and other amounts then due and owing to such
Lender hereunder or under the other Credit Documents (collectively, the “Aggregate Amounts Due” to such
Lender) which is greater than the proportion received by any other Lender in respect of the Aggregate Amounts Due
to such other Lender, then the Lender receiving such proportionately greater payment shall (a) notify Administrative
Agent and each other Lender of the receipt of such payment and (b) apply a portion of such payment to purchase
participations (which it shall be deemed to have purchased from each seller of a participation simultaneously upon
the receipt by such seller of its portion of such payment) in the Aggregate Amounts Due to the other Lenders so that
all such recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion to the Aggregate
Amounts Due to them; provided, if all or part of such proportionately greater payment received by such purchasing
Lender is thereafter recovered from such Lender, those purchases to that extent shall be rescinded and the purchase
prices paid for such participations shall be returned to such purchasing Lender ratably to the extent of such recovery,
but without interest. Borrowers expressly consent to the foregoing arrangement and agree that any holder of a
participation so purchased may exercise any and all rights of banker’s lien, set off or counterclaim with respect to
any and all monies owing by Borrowers to that holder with respect thereto as fully as if that holder were owed the
amount of the participation held by that holder.

2.17 Making or Maintaining LIBOR Rate Loans.

(a) Inability to Determine Applicable Interest Rate. In the event that Administrative Agent
shall have reasonably determined (which determination absent manifest error shall be final and conclusive and
binding upon all parties hereto), on any Interest Rate Determination Date with respect to any LIBOR Rate Loans,
that by reason of circumstances affecting the London interbank market adequate and fair means do not exist for
ascertaining the interest rate applicable to such LIBOR Rate Loans on the basis provided for in the definition of
Adjusted LIBOR Rate, Administrative Agent shall on such date give notice (by telefacsimile or by telephone
confirmed in writing) to Administrative Borrower and each Lender of such determination, whereupon (i) no
Loans may be made as LIBOR Rate Loans until such time as Administrative Agent notifies Administrative
Borrower and Lenders that the circumstances giving rise to such notice no longer exist, and (ii) any Funding
Notice or Interest Election Request given by Administrative Borrower with respect to the Loans in respect of
which such determination was made shall be deemed to be rescinded by the Administrative Borrower.

43

(b) Illegality or Impracticability of LIBOR Rate Loans. In the event that on any date any
Lender shall have reasonably determined (which determination absent manifest error shall be final and conclusive
and binding upon all parties hereto but shall be made only after consultation with Administrative Borrower and
Administrative Agent) that the making, maintaining or continuation of its LIBOR Rate Loans (i) has become
unlawful as a result of compliance by such Lender in good faith with any law, treaty, governmental rule,
regulation, guideline or order (or would conflict with any such treaty, governmental rule, regulation, guideline or
order not having the force of law even though the failure to comply therewith would not be unlawful), or (ii) has
become impracticable, as a result of contingencies occurring after the date hereof which materially and adversely
affect the London interbank market or the position of such Lender in that market, then, and in any such event,
such Lender shall be an “Affected Lender” and it shall on that day give notice (by telefacsimile or by telephone
confirmed in writing) to Administrative Borrower and Administrative Agent of such determination (which notice
Administrative Agent shall promptly transmit to each other Lender). Thereafter (1) the obligation of the Affected
Lender to make Loans as LIBOR Rate Loans shall be suspended until such notice shall be withdrawn by the
Affected Lender, (2) to the extent such determination by the Affected Lender relates to a LIBOR Rate Loan then
being requested by the Borrowers pursuant to a Funding Notice or a Interest Election Request, the Affected
Lender shall make or convert such Loan to a Base Rate Loan, (3) the Affected Lender’s obligation to maintain its
outstanding LIBOR Rate Loans (the “Affected Loans”) shall be terminated at the earlier to occur of the
expiration of the Interest Period then in effect with respect to the Affected Loans or when required by law, and
(4) the Affected Loans shall automatically convert into Base Rate Loans on the date of such termination. The
Borrowers shall pay accrued interest on the amount so converted and all amounts due under Section 2.17(c) in
accordance with the terms thereof due to such conversion. Notwithstanding the foregoing, to the extent a
determination by an Affected Lender as described above relates to a LIBOR Rate Loan then being requested by
the Borrowers pursuant to a Funding Notice or a Interest Election Request, the Administrative Borrower shall
have the option, subject to the provisions of Section 2.17(c), to rescind such Funding Notice or Interest Election
Request as to all Lenders by giving notice (by telefacsimile or by telephone confirmed in writing) to
Administrative Agent of such rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission Administrative Agent shall promptly transmit to
each other Lender). Except as provided in the immediately preceding sentence, nothing in this Section 2.17(b)
shall affect the obligation of any Lender other than an Affected Lender to make or maintain Loans as LIBOR
Rate Loans in accordance with the terms hereof.

(c) Compensation for Breakage or Non-Commencement of Interest Periods. The Borrowers

shall compensate each Lender, upon written request by such Lender (which request shall set forth the basis for
requesting such amounts), for all reasonable losses, expenses and liabilities (including any interest paid or
calculated to be due and payable by such Lender to Lenders of funds borrowed by it to make or carry its LIBOR
Rate Loans and any loss, expense or liability sustained by such Lender in connection with the liquidation or re
employment of such funds but excluding loss of anticipated profits) which such Lender actually sustains: (i) if
for any reason (other than a default by such Lender) a borrowing of any Loan (or commencement of any Interest
Period) does not occur on a date specified
 44

therefor in a Funding Notice or Interest Election Request, as the case may be; (ii) if any prepayment or other
principal payment of its LIBOR Rate Loans occurs on any day other than the last day of an Interest Period
applicable to that Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or
(iii) if any prepayment of any of its LIBOR Rate Loans is not made on any date specified in a notice of
prepayment given by Administrative Borrower.

(d) Booking of LIBOR Rate Loans. Any Lender may make, carry or transfer LIBOR Rate
Loans at, to, or for the account of any of its branch offices or the office of an Affiliate of such Lender.

(e) Assumptions Concerning Funding of LIBOR Rate Loans. Calculation of all amounts
payable to a Lender under this Section 2.17 and under Section 2.18 shall be made as though such Lender had
actually funded each of its relevant LIBOR Rate Loans through the purchase of a LIBOR deposit bearing interest
at the rate obtained pursuant to clause (i) of the definition of Adjusted LIBOR Rate in an amount equal to the
amount of such LIBOR Rate Loan and having a maturity comparable to the relevant Interest Period and through
the transfer of such LIBOR deposit from an offshore office of such Lender to a domestic office of such Lender in
the United States of America; provided, however, each Lender may fund each of its LIBOR Rate Loans in any
manner it sees fit and the foregoing assumptions shall be utilized only for the purposes of calculating amounts
payable under this Section 2.17 and under Section 2.18.

2.18 Increased Costs; Capital Adequacy; Reserves on LIBOR Rate Loans.

(a) Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19
(which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall
determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties
hereto) that any law, treaty or governmental rule, regulation or order, or any change therein or in the
interpretation, administration or application thereof (including the introduction of any new law, treaty or
governmental rule, regulation or order), or any determination of a court or governmental authority, in each case
that becomes effective after the date hereof, or compliance by such Lender with any guideline, request or
directive issued or made after the date hereof by any central bank or other governmental or quasi governmental
authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to
any additional Tax (other than any Tax on the overall net income of such Lender) with respect to this Agreement
or any of the other Credit Documents or any of its obligations hereunder or thereunder or any payments to such
Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii)
imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or
other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or
deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any
other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with
respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate); or (iii) imposes any
other condition (other than with respect to a Tax

45

matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London
interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to
make, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or
its applicable lending office) with respect thereto; then, in any such case, Borrowers shall promptly pay to such
Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the
form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole
discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or
reduction in amounts received or receivable hereunder. Such Lender shall deliver to Administrative Borrower
(with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for
calculating the additional amounts owed to such Lender under this Section 2.18(a), which statement shall be
conclusive and binding upon all parties hereto absent manifest error.

(b) Capital Adequacy Adjustment. In the event that any Lender shall have reasonably
determined that the adoption, effectiveness, phase in or applicability after the Closing Date of any law, rule or
regulation (or any provision thereof) regarding capital adequacy, or any change therein or in the interpretation or
administration thereof by any Governmental Authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender (or its applicable lending office) with any
guideline, request or directive regarding capital adequacy (whether or not having the force of law) of any such
Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of
return on the capital of such Lender or any corporation controlling such Lender as a consequence of, or with
reference to, such Lender’s Loans, or participations therein or other obligations hereunder with respect to the
Loans to a level below that which such Lender or such controlling corporation could have achieved but for such
adoption, effectiveness, phase in, applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy), then from time to time, within five
Business Days after receipt by Administrative Borrower from such Lender of the statement referred to in the next
sentence, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender
or such controlling corporation on an after tax basis for such reduction. Such Lender shall deliver to
Administrative Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable
detail the basis for calculating the additional amounts owed to Lender under this Section 2.18(b), which statement
shall be conclusive and binding upon all parties hereto absent manifest error.

2.19 Taxes; Withholding, etc.

(a) Payments to Be Free and Clear. All sums payable by any Credit Party hereunder and
under the other Credit Documents shall (except to the extent required by law) be paid free and clear of, and
without any deduction or withholding on account of, any Tax (other than an Excluded Tax) imposed, levied,
collected, withheld or assessed by or within the United States of America or any political subdivision in or of the
United States of America or any other jurisdiction from or to which a payment is made by or on behalf of any
Credit Party or by any federation or organization of which the United States of America or any such jurisdiction
is a member at the time of payment.

46

(b) Withholding of Taxes. If any Credit Party or any other Person is required by law to
make any deduction or withholding on account of any Tax (other than an Excluded Tax) from any sum paid or
payable under any of the Credit Documents: (i) Administrative Borrower shall notify Administrative Agent of
any such requirement or any change in any such requirement as soon as any Borrower become aware of it; (ii)
Borrowers shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if
the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on
Administrative Agent or such Lender, as the case may be) on behalf of and in the name of Administrative Agent
or such Lender; (iii) the sum payable by such Credit Party in respect of which the relevant deduction, withholding
or payment, is required shall be increased to the extent necessary to ensure that, after the making of that
deduction, withholding or payment of all Taxes, Administrative Agent or such Lender, as the case may be, and
each of their Tax Related Persons receives on the due date and retains a net sum equal to what it would have
received and retained had no such deduction, withholding or payment been required or made; and (iv) within
thirty (30) days after making any such deduction or withholding, and within thirty (30) days after the due date of
payment of any Tax which it is required by clause (ii) above to pay, Administrative Borrower shall deliver to
Administrative Agent evidence satisfactory to the other affected parties of such deduction, withholding and
payment and of the remittance thereof to the relevant taxing or other authority; provided, no such additional
amount shall be required to be paid to any Lender under clause (iii) above except to the extent that any change in
law, treaty or governmental rule, regulation or order after the date hereof (in the case of each Lender listed on the
signature pages hereof on the Closing Date) or after the effective date of the Assignment Agreement pursuant to
which such Lender became a Lender (in the case of each other Lender) shall result in an increase in the rate of
such deduction, withholding or payment from that in effect at the date hereof or at the date of such Assignment
Agreement in respect of payments to such Lender.

(c) Other Taxes. In addition, the Credit Parties shall pay all Other Taxes to the relevant
Governmental Authorities in accordance with applicable law. The Credit Parties shall deliver to Administrative
Agent official receipts or other evidence of such payment reasonably satisfactory to Administrative Agent in
respect of any Taxes or Other Taxes payable hereunder promptly after payment of such Taxes or Other Taxes.

(d) Indemnification. The Credit Parties shall indemnify each Agent and each Lender, within
ten (10) days after written demand therefor, for the full amount of any Taxes (other than Excluded Taxes) paid or
incurred by such Agent or such Lender or their respective Tax Related Persons, as the case may be, relating to,
arising out of, or in connection with any Credit Document or any payment or transaction contemplated hereby or
thereby, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental
Authority; provided, however, that the Credit Parties shall not be required to indemnify the Agents, Lenders and
Participants for any Taxes that would be excluded from a gross-up under Section 2.19(b) or to the extent such
Taxes are covered by Sections 2.19(b) or (c). Such indemnification shall be made on an after-Tax basis, such that
after all required

47

deductions and payments of all Taxes (other than Excluded Taxes) (including income Taxes and deductions
applicable to amounts payable under this Section 2.19(d)) and payment of all reasonable expenses, the Agents,
the Lenders and each of their respective Tax Related Persons receives and retains an amount equal to the sum it
would have received and retained had it not paid or incurred or been subject to such Taxes. A certificate from the
relevant Lender or Agent, setting forth in reasonable detail the basis and calculation of such Taxes shall be
conclusive, absent manifest error.

(e) Evidence of Exemption From U.S. Withholding Tax. Each Lender that is not a United
States Person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code) for U.S. federal
income tax purposes (a “Non-U.S. Lender”) shall deliver to the Administrative Borrower with a copy to the
Administrative Agent, on or prior to the Closing Date (in the case of each Lender listed on the signature pages
hereof on the Closing Date) or on or prior to the date of the Assignment Agreement pursuant to which it becomes
a Lender (in the case of each other Lender), and at such other times as may be necessary in the determination of
Administrative Borrower or Administrative Agent (each in the reasonable exercise of its discretion), (i) two
original copies of Internal Revenue Service Form W-8BEN, W-8IMY or W-8ECI (or any successor forms),
properly completed and duly executed by such Lender, and such other documentation required under the Internal
Revenue Code and reasonably requested by Administrative Borrower to establish that such Lender is not subject
to deduction or withholding of United States federal income tax with respect to any payments to such Lender of
principal, interest, fees or other amounts payable under any of the Credit Documents or is subject to deduction or
withholding at a reduced rate, or (ii) if such Lender is not a “bank” or other Person described in Section 881(c)(3)
of the Internal Revenue Code and cannot deliver Internal Revenue Service Form W 8ECI pursuant to clause (i)
above, a Certificate Regarding Non Bank Status together with two original copies of Internal Revenue Service
Form W-8BEN (or any successor form), properly completed and duly executed by such Lender, and such other
documentation required under the Internal Revenue Code and reasonably requested by Administrative Borrower
to establish that such Lender is not subject to deduction or withholding of United States federal income tax with
respect to any payments to such Lender of interest payable under any of the Credit Documents. Each Lender
required to deliver any forms, certificates or other evidence with respect to United States federal income tax
withholding matters pursuant to this Section 2.19(e) hereby agrees, from time to time after the initial delivery by
such Lender of such forms, certificates or other evidence, whenever a lapse in time or change in circumstances
renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, that such Lender
 shall promptly deliver to Administrative Agent for transmission to Administrative Borrower two new original
copies of Internal Revenue Service Form W-8BEN, W-8IMY or W-8ECI, or a Certificate Regarding Non Bank
Status and two original copies of Internal Revenue Service Form W-8BEN (or any successor form), as the case
may be, properly completed and duly executed by such Lender, and such other documentation required under the
Internal Revenue Code and reasonably requested by Administrative Borrower to confirm or establish that such
Lender is not subject to deduction or withholding of United States federal income tax with respect to payments to
such Lender under the Credit Documents or is subject to deduction or withholding at a reduced rate, or notify
Administrative Agent and Administrative Borrower of its inability to deliver any such forms, certificates or other
evidence. Borrowers shall not be

48

required to pay any additional amount to any Non-U.S. Lender under Section 2.19(b)(iii) if such Lender shall
have failed to deliver the forms, certificates or other evidence referred to in this Section 2.19(e) that it is legally
entitled to deliver; provided, if such Lender shall have satisfied the requirements of the first sentence of this
Section 2.19(e) on the Closing Date or on the date of the Assignment Agreement pursuant to which it became a
Lender, as applicable, nothing in this last sentence of Section 2.19(e) shall relieve Borrowers of their obligation
to pay any additional amounts pursuant this Section 2.19 in the event that, as a result of any change in any
applicable law, treaty or governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly entitled to deliver forms, certificates or
other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as
described herein. Nothing in this Section 2.19 shall be construed to require a Lender, Agent or Participant to
provide any forms or documentation that it is not legally entitled to provide.

2.20 Obligation to Mitigate. Each Lender agrees that, as promptly as practicable after the officer of
such Lender responsible for administering its Loans becomes aware of the occurrence of an event or the existence of
a condition that would cause such Lender to become an Affected Lender or that would entitle such Lender to receive
payments under Section 2.17, 2.18 or 2.19, it will, to the extent not inconsistent with the internal policies of such
Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (a) make, issue, fund or maintain
its Loan Extensions, including any Affected Loans, through another office of such Lender, or (b) take such other
measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause such
Lender to be an Affected Lender would cease to exist or the additional amounts which would otherwise be required
to be paid to such Lender pursuant to Section 2.17, 2.18 or 2.19 would be materially reduced and if, as determined
by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other
office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such
Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office
pursuant to this Section 2.20 unless Borrowers agree to pay all costs and expenses incurred by such Lender as a
result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable
by Borrowers pursuant to this Section 2.20 (setting forth in reasonable detail the basis for requesting such amount)
submitted by such Lender to Administrative Borrower (with a copy to Administrative Agent) shall be conclusive
absent manifest error.

2.21 Defaulting Lenders. Anything contained herein to the contrary notwithstanding, in the event that
any Lender, other than at the direction or request of any regulatory agency or authority, defaults (a “Defaulting
Lender”) in its obligation to fund (a “Funding Default”) any Loan or its portion of any unreimbursed payment
under Section 2.3(e) (in each case, a “Defaulted Loan”), then (a) during any Default Period with respect to such
Defaulting Lender, such Defaulting Lender shall be deemed not to be a “Lender” for purposes of voting on any
matters (including the granting of any consents or waivers) with respect to any of the Credit Documents; and (b) to
the extent permitted by applicable law, until such time as the Default Excess with respect to such Defaulting Lender
shall have been reduced to zero, (i) any voluntary prepayment of Loans shall, if Administrative Agent so directs at
the time of making such voluntary prepayment, be applied to Loans of other Lenders as if such Defaulting Lender
had no
 49

Loans outstanding and the outstanding Loans of such Defaulting Lender were zero, and (ii) any mandatory
prepayment of the Loans shall, if Administrative Agent so directs at the time of making such mandatory
prepayment, be applied to the Loans of other Lenders (but not to the Loans of such Defaulting Lender) as if such
Defaulting Lender had funded all Defaulted Loans of such Defaulting Lender. No Commitment of any Lender shall
be increased or otherwise affected, and, except as otherwise expressly provided in this Section 2.21, performance by
Borrowers of their obligations hereunder and the other Credit Documents shall not be excused or otherwise modified
as a result of any Funding Default or the operation of this Section 2.21. The rights and remedies against a
Defaulting Lender under this Section 2.21 are in addition to other rights and remedies which the Borrowers may
have against such Defaulting Lender with respect to any Funding Default and which Administrative Agent or any
Lender may have against such Defaulting Lender with respect to any Funding Default.

2.22 Removal or Replacement of a Lender. Anything contained herein to the contrary

notwithstanding, in the event that: (a) (i) any Lender (an “Increased Cost Lender”) shall give notice to
Administrative Borrower that such Lender is an Affected Lender or that such Lender is entitled to receive payments
under Section 2.18, 2.19 or 2.20, (ii) the circumstances which have caused such Lender to be an Affected Lender or
which entitle such Lender to receive such payments shall remain in effect, and (iii) such Lender shall fail to
withdraw such notice within five Business Days after Administrative Borrower’s request for such withdrawal; or (b)
(i) any Lender shall become a Defaulting Lender, (ii) the Default Period for such Defaulting Lender shall remain in
effect, and (iii) such Defaulting Lender shall fail to cure the default as a result of which it has become a Defaulting
Lender within five Business Days after Administrative Borrower’s request that it cure such default; or (c) in
connection with any proposed amendment, modification, termination, waiver or consent with respect to any of the
provisions hereof as contemplated by Section 12.5(b), the consent of Administrative Agent and Requisite Lenders
shall have been obtained but the consent of one or more of such other Lenders (each, a “Non-Consenting Lender”)
whose consent is required shall not have been obtained; then, with respect to each such Increased Cost Lender,
Defaulting Lender or Non-Consenting Lender (the “Terminated Lender”), Administrative Agent may (which, in
the case of an Increased-Cost Lender, only after receiving written request from Administrative Borrower to remove
such Increased-Cost Lender), by giving written notice to Administrative Borrower and any Terminated Lender of its
election to do so, elect to cause such Terminated Lender (and such Terminated Lender hereby irrevocably agrees) to
assign its outstanding Loans, in full to one or more Eligible Assignees (each, a “Replacement Lender”) in
accordance with the provisions of Section 12.6 and Terminated Lender shall pay any fees payable thereunder in
connection with such assignment; provided, (1) on the date of such assignment, the Replacement Lender shall pay to
Terminated Lender an amount equal to the sum of (A) an amount equal to the principal of, and all accrued interest
on, all outstanding Loans of the Terminated Lender, (B) an amount equal to all unreimbursed drawings that have
been funded by such Terminated Lender, together with all then unpaid interest with respect thereto at such time and
(C) an amount equal to all accrued, but theretofore unpaid fees owing to such Terminated Lender pursuant to
Section 2.10; (2) on the date of such assignment, Borrowers shall pay any amounts payable to such Terminated
Lender pursuant to Section 2.18 or 2.19; and (3) in the event such Terminated Lender is a Non-Consenting Lender,
each Replacement Lender shall consent, at the time of such assignment, to each matter in respect of which such
Terminated Lender was a Non Consenting Lender. Upon

50

the prepayment of all amounts owing to any Terminated Lender, such Terminated Lender shall no longer constitute
a “Lender” for purposes hereof; provided, any rights of such Terminated Lender to indemnification hereunder shall
survive as to such Terminated Lender.

2.23 Notices. Any Notice shall be executed by an Authorized Officer in a writing delivered to
Administrative Agent. In lieu of delivering a Notice, Administrative Borrower may give Administrative Agent
telephonic notice by the required time of any proposed borrowing or Interest Election Request as the case may be;
provided each such notice shall be promptly confirmed in writing by delivery of the applicable Notice to
Administrative Agent on or before the applicable date of borrowing, continuation/conversion or issuance. Neither
Administrative Agent nor any Lender shall incur any liability to the Company or any of its Subsidiaries in acting
upon any telephonic notice referred to above that Administrative Agent believes in good faith to have been given by
a duly authorized officer or other person authorized on behalf of Borrowers or for otherwise acting in good faith.

2.24 Joint and Several Liability of the Borrowers

(a) Notwithstanding anything in this Agreement or any other Credit Document to the
contrary, each of the Borrowers hereby accepts joint and several liability hereunder and under the other
Credit Documents in consideration of the financial accommodations to be provided by the Agents and the
Lenders under this Agreement and the other Credit Documents, for the mutual benefit, directly and
indirectly, of each of the Borrowers and in consideration of the undertakings of the other Borrowers to
accept joint and several liability for the Obligations. Each of the Borrowers, jointly and severally, hereby
irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several
liability with the other Borrowers, with respect to the payment and performance of all of the Obligations
(including, without limitation, any Obligations arising under this Section 2.24), it being the intention of the
parties hereto that all of the Obligations shall be the joint and several obligations of each of the Borrowers
without preferences or distinction among them. If and to the extent that any of the Borrowers shall fail to
make any payment with respect to any of the Obligations as and when due or to perform any of the
Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make
such payment with respect to, or perform, such Obligation. Subject to the terms and conditions hereof, the
Obligations of each of the Borrowers under the provisions of this Section 2.24 constitute the absolute and
unconditional, full recourse Obligations of each of the Borrowers, enforceable against each such Person to
the full extent of its properties and assets, irrespective of the validity, binding effect or enforceability of
this Agreement, the other Credit Documents or any other circumstances whatsoever.

(b) The provisions of this Section 2.24 are made for the benefit of the Agents, the Lenders
and their successors and assigns, and may be enforced by them from time to time against any or all of the
Borrowers as often as occasion therefor may arise and without requirement on the part of the Agents, the
Lenders or such successors or assigns first to marshal any of its or their claims or to exercise any of its or
their rights against any of the other Borrowers or to exhaust any remedies available to it or them against
any of the other Borrowers or to resort to any other source or means of obtaining payment of any of the
Obligations hereunder or to elect any other remedy. The provisions of this Section 2.24 shall be in effect
until all of the Obligations shall have been paid in full or otherwise fully satisfied.

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(c) Each of the Borrowers hereby agrees that it will not enforce any of its rights of
contribution or subrogation against the other Borrowers with respect to any liability incurred by it
hereunder or under any of the other Credit Documents, or any payments made by it to the Agents or the
Lenders with respect to any of the Obligations or any Collateral, until such time as all of the Obligations
have been paid in full in cash. Any claim which any Borrower may have against any other Borrower with
respect to any payments to the Agents or the Lenders hereunder or under any other Credit Documents are
hereby expressly made subordinate and junior in right of payment, without limitation as to any increases
in the Obligations arising hereunder or thereunder, to the prior payment in full in cash of the Obligations.

2.25 Agent Right to Charge Loan Account. The Lenders and the Borrowers hereby authorize the
Administrative Agent to, and the Administrative Agent shall, at its option, from time to time, charge the Loan
Account of the Borrowers with any amount due and payable by the Credit Parties under any Credit Document. Each
of the Lenders and the Borrowers agrees that the Administrative Agent shall have the right to make such charges
whether or not any Default or Event of Default shall have occurred and be continuing or whether any of the
conditions precedent in Section 3 have been satisfied. Any amount charged to the Loan Account of the Borrowers
shall be deemed a Loan hereunder made by the Lenders to the Borrowers. The Lenders and the Borrowers confirm
that any charges which the Administrative Agent may so make to the Loan Account of the Borrowers as herein
provided will be made as an accommodation to the Borrowers and solely at the Administrative Agent’s discretion.

2.26 No Discharge; Survival of Claims. Until the Obligations are indefeasibly satisfied in cash and in
full, and all the Commitments have been terminated, each of the Borrowers agree that (i) its obligations hereunder
shall not be discharged by the entry of an order confirming a plan of reorganization (and each of the Borrowers,
pursuant to section 1141(d)(4) of the Bankruptcy Code, hereby waives any such discharge) and (ii) the super-priority
claim granted to the Agent and the Lenders pursuant to the Bankruptcy Court Orders and described in Section 10.5
and the Liens granted to the Agents pursuant to the Bankruptcy Court Orders and described in Section 10.4 shall not
be affected in any manner by the entry of an order confirming any plan of reorganization.

SECTION 3. CONDITIONS PRECEDENT

3.1 Conditions to Interim Facility. This Agreement shall become effective as of the Business Day
(the “Interim Facility Effective Date”) of, and subject to, the satisfaction, or waiver in accordance with Section
12.5, of the following conditions:

(a) Credit Documents. Administrative Agent shall have received sufficient copies of each
Credit Document (other than the Final Bankruptcy Court Order) executed and delivered by each applicable Credit
Party for each Lender.

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(b) Cash Management. The Agents shall be satisfied with the cash management system of
the Company and each of its Subsidiaries.

(c) Organizational Documents; Incumbency; Acknowledgments. Administrative Agent

shall have received (i) sufficient copies of each Organizational Document of the Company and each of its
Subsidiaries, as applicable, and, to the extent applicable, certified as of a recent date by the appropriate
governmental official, for each Lender, each dated the Closing Date or a recent date prior thereto; (ii) signature
and incumbency certificates of the officers of such Person executing the Credit Documents to which it is a party;
(iii) resolutions of the board of directors or similar governing body of each Credit Party approving and
authorizing the execution, delivery and performance of this Agreement and the other Credit Documents to which
it is a party or by which it or its assets may be bound as of the Closing Date, certified as of the Closing Date by
its secretary or an assistant secretary as being in full force and effect without modification or amendment; (iv) a
good standing certificate from the applicable Governmental Authority of each Credit Party’s jurisdiction of
incorporation, organization or formation and in each jurisdiction in which it is qualified as a foreign corporation
or other entity to do business (except in jurisdictions where the failure to be so qualified or in good standing has
not had, and could not be reasonably expected to have, a Material Adverse Effect), each dated a recent date prior
to the Closing Date; (v) a written acknowledgement, in form and substance satisfactory to the Administrative
Agent, from each Non-Debtor Subsidiary confirming that such Subsidiary has received a copy of this Agreement
and the other Credit Documents and is aware of the representations, warranties, covenants and other agreements
contained herein with respect to the Company and its Subsidiaries and agrees to comply with the terms hereof
applicable to it and (vi) such other documents as Administrative Agent may reasonably request.

(d) Organizational and Capital Structure. The organizational structure and capital structure
of Company and its Subsidiaries shall be as set forth on Schedule 4.1.

(e) Existing Indebtedness. Administrative Borrower shall have delivered to Administrative

Agent and Lenders copies of all material documents related to all Prepetition Obligations.
 (f) Governmental Authorizations and Consents. Subject to entry of the Interim Bankruptcy
Court Order, each Credit Party shall have obtained all Governmental Authorizations (including from the FCC)
and all consents of other Persons, in each case that are necessary or advisable in connection with the transactions
contemplated by the Credit Documents and each of the foregoing shall be in full force and effect and in form and
substance reasonably satisfactory to Administrative Agent. All applicable waiting periods shall have expired
without any action being taken or threatened by any competent authority which would restrain, prevent or
otherwise impose adverse conditions on the transactions contemplated by the Credit Documents and no action,
request for stay, petition for review or rehearing, reconsideration, or appeal with respect to any of the foregoing
shall be pending, and the time for any applicable agency to take action to set aside its consent on its own motion
shall have expired without the imposition of conditions not acceptable to the Administrative Agent.

53

(g) [Reserved].

(h) Interim Bankruptcy Court Order. The Interim Bankruptcy Court Order shall have been
entered by the Bankruptcy Court and the Agents shall have received a true and complete copy of such order, and
such order shall be in full force and effect and shall not have been reversed, modified, amended, stayed or
vacated absent prior written consent of the Agents and the Requisite Lenders.

(i) Financial Statements. Lenders shall have received from Borrowers (i) the Historical
Financial Statements and (ii) pro forma consolidated balance sheet of Company and its Subsidiaries as of
December 31, 2006, which financial statements shall be in form and substance satisfactory to Administrative
Agent.

(j) Evidence of Insurance. Administrative Agent shall have received a certificate from the
insurance broker evidencing for the Company and its Subsidiaries that all insurance required to be maintained
pursuant to Section 5.5 is in full force and effect, together with endorsements naming the Collateral Agent, for
the benefit of Secured Parties, as additional insured and loss payee thereunder to the extent required under
Section 5.5.

(k) [Reserved].

(l) Fees and Expenses. Borrowers shall have paid to the Administrative Agent and Lenders,
the fees and expenses payable on the Closing Date referred to in the Fee Letter and herein and all fees and
expenses payable to the Prepetition Agents and Prepetition Indebtedness Holders on the Closing Date in
accordance with the Bankruptcy Court Orders.

(m) Budget. The Agents shall have received and be satisfied with (A) the Budget, (B) the
Historical Financial Statements and (C) the Financial Plan, certified as of the Interim Facility Effective Date by
an Authorized Officer of the Borrowers as complying with the representations and warranties set forth in Section
4.

(n) Representations and Warranties. As of such Credit Date, the representations and
warranties contained herein and in the other Credit Documents shall be true and correct in all material respects on
and as of that Credit Date to the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all material respects on and as of such earlier date.

(o) No Default. As of such Credit Date, no event shall have occurred and be continuing or
would result from the consummation of the applicable Loan Extension that would constitute an Event of Default
or a Default.
 (p) No Litigation. Except for claims, actions, suits, investigations, litigation or proceedings
stayed by 11 U.S.C. § 362 and set forth on Schedule 3.1(p), there shall not exist any action, suit, investigation,
litigation or proceeding or other legal or regulatory developments, pending in any court or before any arbitrator or
Governmental Authority that, in the reasonable opinion of Administrative Agent, singly or in the aggregate,
could have a

54

Material Adverse Effect and there shall not exist any action, suit, investigation, litigation or proceeding or other
legal or regulatory developments, pending or threatened in any court or before any arbitrator or Governmental
Authority that, in the reasonable opinion of Administrative Agent, singly or in the aggregate, which relates to the
transactions contemplated by the Credit Documents.

(q) Due Diligence. Other than changes occurring in the ordinary course of business, no
information or materials are or should have been available to Company and its Subsidiaries as of the Closing
Date that are materially inconsistent with the material previously provided to Administrative Agent for its due
diligence review of Company and its Subsidiaries.

(r) No Material Adverse Change. Since December 31, 2005, and other than the filing of the
Chapter 11 Cases, no event, circumstance or change shall have occurred that has caused or evidences, either in
any case or in the aggregate, a Material Adverse Effect.

(s) Prepetition Obligations. The Prepetition Indebtedness Holders shall have received
adequate protection in respect of the Liens securing the Prepetition Obligations in the form set forth in the Interim
Bankruptcy Court Order.

(t) First Day Filings. The Agents shall have received and be satisfied with the motions,
Reorganization Plan and disclosure statement with respect to the Reorganization Plan which shall all be filed by
the Borrowers with the Bankruptcy Court in the Chapter 11 Cases on the first day of such Chapter 11 Cases.

(u) Commencement of Chapter 11 Cases. The Borrowers shall have commenced the
Chapter 11 Cases and (i) no trustee, examiner or receiver shall have been appointed or designated with respect to
the Borrowers or their business, properties or assets and no motion shall be pending seeking any such relief, and
(ii) no motion shall be pending seeking any other relief in the Bankruptcy Court to exercise control over
Collateral with an aggregate fair market value in excess of $1,500,000 with respect to all such motions; provided
that this clause (ii) shall not apply to any motion that is being contested in good faith by the Borrowers and which
contest the Borrowers reasonably believe will be successful.

(v) Officer’s Certificate. The Administrative Agent shall have received a certificate signed
by the President, a Vice President or a Financial Officer of Company, dated such Credit Date, confirming
compliance with the conditions set forth in clauses (n), (o), (p), (q) and (r) above.

Any Agent or Requisite Lenders shall be entitled, but not obligated to, request and receive, prior to
the making of any Loan Extension, additional information reasonably satisfactory to the requesting party confirming
the satisfaction of any of the foregoing if, in the good faith judgment of such Agent or Requisite Lender such request
is warranted under the circumstances.

Each Lender, by delivering its signature page to this Agreement and funding a Loan on the
Closing Date, shall be deemed to have acknowledged receipt of, and consented to and approved, each Credit
Document and each other document required to be approved by any Agent, Requisite Lenders or Lenders, as
applicable on the Closing Date.
 55

3.2 Conditions to Final Facility Effectiveness. The obligation of each Lender to make any Loan
Extension during the Final Period shall commence as of the Business Day (the “Final Facility Effective Date”) of,
and subject to, the satisfaction, or waiver in accordance with Section 12.5, of the following conditions:

(a) Final Bankruptcy Court Order, Etc. The Final Bankruptcy Court Order shall have been
signed and entered by the Bankruptcy Court within a date which is 45 days following the date of the entry of the
Interim Facility Bankruptcy Court Order, and the Collateral Agent shall have received a true and complete copy
of such order, and such order shall be in full force and effect and shall not have been reversed, modified,
amended, stayed or vacated absent the prior written consent of the Agents and the Requisite Lenders.

(b) Payment of Fees, Etc. The Borrowers shall have paid to the Agents and Lenders the fees
and expenses then due and payable under the Credit Documents and all fees and expenses then due and payable
to the Prepetition Agents and Prepetition Indebtedness Holders in accordance with the Bankruptcy Court Orders.

(c) Legality. The making of the Loans on the Final Facility Effective Date shall not
contravene any law, rule or regulation applicable to any Agent or any Lender.

(d) Material Adverse Effect. Since December 31, 2005, and other than the filing of the
Chapter 11 Cases, no event, circumstance or change shall have occurred that has caused or evidences, either in
any case or in the aggregate, a Material Adverse Effect.

3.3 Conditions to All Loans. The obligation of each Lender to make any Loan Extension on any
Credit Date, including the Closing Date, are also subject to the satisfaction, or waiver in accordance with Section
12.5, of the following further conditions precedent:

(a) Notice. Administrative Agent shall have received before that Credit Date, in accordance
with the provisions of Section 2.1(b)(ii), a duly executed Funding Notice in each case signed by a duly authorized
Officer of the applicable Borrower.

(b) Representations and Warranties; No Event of Default. The following statements shall be
true and correct: (i) the representations and warranties contained in Section 4 and in each other Credit Document,
certificate or other writing delivered to the Agents or the Lenders pursuant hereto or thereto on or prior to that
Credit Date are true and correct in all material respects (unless otherwise qualified by materiality in which case
such representations and warranties shall be true and correct in all respects) on and as of that Credit Date as
though made on and as of such date, except to the extent that any such representation or warranty expressly
relates solely to an earlier date (in which case such representation or warranty shall be true and correct in all
material respects (unless otherwise qualified by materiality in which case such representations and warranties
shall be true and correct in all respects) on and as of such earlier date) and (ii) no Default or Event of Default
shall have occurred and be continuing on that Credit Date or would result from the making of such Loan
Extension on such date.

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(c) No Order or Judgment. No order, judgment or decree of any arbitrator or Government

Authority shall purport to enjoin or restrain such Lender from making the Loan Extension to be made by it on that
Credit Date.

SECTION 4. REPRESENTATIONS AND

 WARRANTIES

In order to induce Lenders to enter into this Agreement and to make each Loan Extension to be
made thereby, each Credit Party represents and warrants to each Lender, on the Closing Date and on each Credit
Date, that the following statements are true and correct:

4.1 Organization; Requisite Power and Authority; Qualification. Each of Company and its
Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of its jurisdiction of
organization as identified in Schedule 4.1, (b) subject to the entry and the terms of the Bankruptcy Court Orders in
the case of the Credit Parties, has all requisite power and authority to own and operate its properties, to carry on its
business as now conducted and as proposed to be conducted, to enter into the Credit Documents to which it is a
party and to carry out the transactions contemplated thereby and, in the case of the Borrowers, to make the
borrowings hereunder, and (c) is qualified to do business and in good standing in every jurisdiction where its assets
are located and wherever necessary to carry out its business and operations, except in jurisdictions where the failure
to be so qualified or in good standing has not had, and could not be reasonably expected to have, a Material Adverse
Effect.

4.2 Capital Stock and Ownership. The Capital Stock of each of Company and its Subsidiaries has
been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as
of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which
Company or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of
Company or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by
Company or any of its Subsidiaries of any additional membership interests or other Capital Stock of Company or
any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for
or purchase, a membership interest or other Capital Stock of Company or any of its Subsidiaries. Schedule 4.2 sets
forth a true, complete and correct list as of the Closing Date, both before and after giving effect to the Transactions,
of the name of Company and each of its Subsidiaries and indicates for each such Person its ownership (by holder
and percentage interest) and the type of entity of each of them, and the number and class of authorized and issued
Capital Stock of such Subsidiary. Schedule 4.2 sets forth a true, complete and correct list as of the Closing Date,
both before and after giving effect to the Transactions, of the name of Company and each of its Subsidiaries and
indicates for each such Person its ownership (by holder and percentage interest) and the type of entity of each of
them, and the number and class of authorized and issued Capital Stock of such Subsidiary. Except as set forth on
Schedule 4.2, as of the Closing Date, neither Company nor any of its Subsidiaries has any equity investments in any
other corporation or entity.

57

4.3 Due Authorization. The execution, delivery and performance of the Credit Documents, subject
to the entry and terms of the Bankruptcy Court Orders, have been duly authorized by all necessary action on the part
of each Credit Party that is a party thereto.

4.4 No Conflict. Subject to the entry and terms of the Bankruptcy Court Orders, the execution,
delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation
of the transactions contemplated by the Credit Documents do not and will not, in each case other than conflicts,
breaches and defaults the enforcement of which will be stayed by virtue of the filing of the Chapter 11 Cases, (a)
violate any provision of any law or any governmental rule or regulation applicable to Company or any of its
Subsidiaries, any of the Organizational Documents of Company or any of its Subsidiaries, or any order, judgment or
decree of any court or other agency of government binding on Company or any of its Subsidiaries; (b) except with
respect to the Prepetition Obligations and except, as to Non-Debtor Subsidiaries only, conflicts that would not have
a material adverse effect on such Non-Debtor Subsidiary, conflict with, result in a breach of or constitute (with due
notice or lapse of time or both) a default under any Contractual Obligation of Company or any of its Subsidiaries;
(c) result in or require the creation or imposition of any Lien upon any of the properties or assets of Company or any
of its Subsidiaries (other than any Liens created under any of the Credit Documents in favor of Collateral Agent, on
behalf of Secured Parties); (d) result in any default, noncompliance, suspension, revocation, impairment, forfeiture
or nonrenewal of any permit, license, authorization or approval applicable to the Company’s or its Subsidiaries’
operations or any of their respective properties or (e) require any approval of stockholders, members or partners or
any approval or consent of any Person under any Contractual Obligation of Company or any of its Subsidiaries,
except for such approvals or consents which will be obtained on or before the Closing Date and disclosed in writing
to Lenders and except for any such approvals or consents the failure of which to obtain will not have a Material
Adverse Effect.

4.5 Governmental Consents. Subject to the entry and terms of the Bankruptcy Court Orders, the
execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and will not require any registration
with, consent or approval of, or notice to, or other action to, with or by, any Governmental Authority (including,
without limitation, any order entered in the Chapter 11 Cases) except for (i) filings and recordings with respect to
the Collateral to be made, or otherwise delivered to Collateral Agent for filing and/or recordation, as of the Closing
Date and (ii) as set forth on Schedule 5.18 hereto.

4.6 Binding Obligation. Each Credit Document has been duly executed and delivered by each Credit
Party that is a party thereto, and subject to the entry of the Bankruptcy Court Orders, and is the legally valid and
binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective
terms.

4.7 Historical Financial Statements. The Historical Financial Statements were prepared in
conformity with GAAP and fairly present, in all material respects, the financial

58

position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates
thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for
each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting
from audit and normal year end adjustments. As of the Closing Date, neither Company nor any of its Subsidiaries
has any contingent liability or liability for taxes, long term lease or unusual forward or long term commitment that is
not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in
relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company
and any of its Subsidiaries taken as a whole. Since the date of the audited Historical Financial Statements, no
Internal Control Event has occurred.

4.8 [Reserved].

4.9 No Material Adverse Change. Except as disclosed on Schedule 3.1(t), since December 31,
2005, no event, circumstance or change has occurred that has caused or evidences, either in any case or in the
aggregate, a Material Adverse Effect.

4.10 No Restricted Junior Payments. Since December 31, 2005, neither Company nor any of its
Subsidiaries has directly or indirectly declared, ordered, paid or made, or set apart any sum or property for, any
Restricted Junior Payment or agreed to do so.

4.11 Adverse Proceedings, etc. Except for the pre-petition litigation that is stayed by 11 U.S.C. § 362
and as disclosed on Schedule 4.11, there are no Adverse Proceedings, individually or in the aggregate, that (a) relate
to any Credit Document or any Related Agreement or the transactions contemplated hereby or thereby or (b) could
reasonably be expected to have a Material Adverse Effect (other than (1) any action, suit or proceeding by any
Person during the Interim Period objecting to the entry by the Bankruptcy Court of the Final Bankruptcy Court
Order or seeking modification thereto from the terms contemplated in the Interim Bankruptcy Court Order and (2)
any action, suit or proceeding by any Person objecting to any waiver or amendment of, or consent to the departure
from, the terms of this Agreement, in each case, to the extent that such action, suit or proceedings does not result in
the reversal, modification, amendment, stay or vacation of the Bankruptcy Court Orders without the prior written
consent of the Agent). Neither Company nor any of its Subsidiaries (a) is in violation of any applicable laws
(including Environmental Laws) that, individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect, or (b) is subject to or in default with respect to any final judgments, writs, injunctions,
decrees, rules or regulations of any court or any federal, state, municipal or other governmental department,
commission, board, bureau, agency or instrumentality, domestic or foreign, that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

4.12 Payment of Taxes. Except as otherwise permitted under Section 5.3, all tax returns and reports
of Company and its Subsidiaries required to be filed by any of them have been timely filed, and all taxes shown on
such tax returns to be due and payable and all assessments, fees and other governmental charges upon Company and
its Subsidiaries and upon their respective properties, assets, income, businesses and franchises which are due and
payable have been paid when due and payable. Borrowers know of no proposed tax assessment against Company or
any of its Subsidiaries which is not being actively contested by Company or such Subsidiary in good faith and by
appropriate proceedings; provided, such reserves or other appropriate provisions, if any, as shall be required in
conformity with GAAP shall have been made or provided therefor.

59

4.13 Properties.

(a) Title. Each of Company and its Subsidiaries has (i) good, sufficient and legal title to (in
the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real
or personal property), and (iii) good title to (in the case of all other personal property), all of their respective
properties and assets reflected in their respective Historical Financial Statements referred to in Section 4.7 and in
the most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of
since the date of such financial statements in the ordinary course of business or as otherwise permitted under
Section 6.8. All such properties and assets are in working order and condition, ordinary wear and tear excepted,
and except as permitted by this Agreement, all such properties and assets are free and clear of Liens (other than
Permitted Liens).

(b) Real Estate. As of the Closing Date, Schedule 4.13 contains a true, accurate and
complete list of all Real Estate Assets, including a description of all Leasehold Properties (together with all
amendments of any thereof), regardless of whether the Company or its Subsidiary (as applicable) is the landlord
or tenant (whether directly or as an assignee or successor in interest) with respect to such Leasehold
Property. Each lease described on Schedule 4.13 is in full force and effect and no default (except any such
default the enforcement of which is stayed by virtue of the filing of the Chapter 11 Cases) has occurred and is
continuing thereunder. Each such lease constitutes the legally valid and binding obligation of the Company or its
Subsidiary (as applicable), enforceable against such Person in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting
creditors’ rights generally or by equitable principles. To the best knowledge of each Credit Party, without
investigation, no other party to any such lease is in default of its obligations thereunder, and neither the Company
nor any of its Subsidiaries (or any other party to any such lease) has at any time delivered or received any notice
of default which remains uncured under any such Lease and, as of the Closing Date, no event has occurred which,
with the giving of notice or the passage of time or both, would constitute a default under any such lease, except in
each case, any such default the enforcement of which is stayed by virtue of the filing of the Chapter 11 Cases.

4.14 Environmental Matters. Neither Company nor any of its Subsidiaries nor any of their respective
Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any
Person relating to any Environmental Law, any Environmental Claim, or any Hazardous Materials Activity that,
individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Company
nor any of its Subsidiaries has received any letter or request for information under Section 104 of the
Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. § 9604) or any comparable
state law. There are and, to each of Company’ and its Subsidiaries’ knowledge, have been, no conditions,
occurrences, or Hazardous Materials Activities which

60

could reasonably be expected to form the basis of an Environmental Claim against Company or any of its
Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse
Effect. Neither Company nor any of its Subsidiaries nor, to any Credit Party’s knowledge, any predecessor of
Company or any of its Subsidiaries has filed any notice under any Environmental Law indicating past or present
treatment of Hazardous Materials at any Facility, and none of Company’ or any of its Subsidiaries’ operations
involves the generation, transportation, treatment, storage or disposal of hazardous waste, as defined under 40
C.F.R. Parts 260 270 or any state equivalent. Compliance with all current or reasonably foreseeable future
requirements pursuant to or under Environmental Laws could not be reasonably expected to have, individually or in
the aggregate, a Material Adverse Effect. No event or condition has occurred or is occurring with respect to
Company or any of its Subsidiaries relating to any Environmental Law, any Release of Hazardous Materials, or any
Hazardous Materials Activity which individually or in the aggregate has had, or could reasonably be expected to
have, a Material Adverse Effect.

4.15 No Defaults. Other than violations occurring as a result of the filing of the Chapter 11 Cases the
enforcement of which are stayed by virtue of the filing of the Chapter 11 Cases and except under the Prepetition
Obligations, neither Company nor any of its Subsidiaries is in default in the performance, observance or fulfillment
of any of the obligations, covenants or conditions contained in any of its Contractual Obligations or Related
Agreements, and no condition exists which, with the giving of notice or the lapse of time or both, could constitute
such a default, except where the consequences, direct or indirect, of such default or defaults, if any, could not
reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.

4.16 Material Contracts. Schedule 4.16 contains a true, correct and complete list of all the Material
Contracts in effect on the Closing Date. All such Material Contracts, together with any updates provided pursuant to
Section 5.1(1), and the Related Agreements are in full force and effect and no defaults currently exist thereunder
(other than defaults occurring as a result of the filing of the Chapter 11 Cases and other than as described in
Schedule 4.16 or in such updates).

4.17 Governmental Regulation. Neither Company nor any of its Subsidiaries is subject to the Federal
Power Act or the Investment Company Act of 1940 or under any other federal or state statute or regulation which
may limit its ability to incur Indebtedness or which may otherwise render all or any portion of the Obligations
unenforceable. Neither Company nor any of its Subsidiaries is a “registered investment company” or a company
“controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment
company” as such terms are defined in the Investment Company Act of 1940.

4.18 Margin Stock. Neither Company nor any of its Subsidiaries is engaged in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock. No part of the proceeds of the Loan
Extensions made to such Credit Party will be used to purchase or carry any such Margin Stock or to extend credit to
others for the purpose of purchasing or carrying any such Margin Stock or for any purpose that violates, or is
inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

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4.19 Employee Matters. Company and each of its Subsidiaries have good labor relations. Company,
its Subsidiaries, and their respective employees, agents and representatives have not committed any material unfair
labor practice as defined in the National Labor Relations Act. Neither Company nor any of its Subsidiaries has been
or is engaged in any unfair labor practice that could reasonably be expected to have a Material Adverse
Effect. There has been and is (a) no unfair labor practice charge or complaint pending against Company or any of
its Subsidiaries, or to the best knowledge of Borrowers, threatened against any of them before the National Labor
Relations Board or any other Governmental Authority and no grievance or arbitration proceeding arising out of or
under any collective bargaining agreement or similar agreement that is so pending against Company or any of its
Subsidiaries or to the best knowledge of Borrowers, threatened against any of them, (b) no labor dispute, strike,
lockout, slowdown or work stoppage in existence or threatened against, involving or affecting Company or any of its
Subsidiaries that could reasonably be expected to have a Material Adverse Effect, (c) no labor union, labor
organization, trade union, works council, or group of employees of Company or any of its Subsidiaries has made a
pending demand for recognition or certification, and there are no representation or certification proceedings or
petitions seeking a representation proceeding presently pending or threatened to be brought or filed with the
National Labor Relations Board or any other Governmental Authority, and (d) to the best knowledge of Borrowers,
no union representation question existing with respect to any of the employees of Company or any of its
Subsidiaries and, to the best knowledge of Borrowers, no labor union organizing activity with respect to any
employees of Company or any of its Subsidiaries that is taking place, except (with respect to any matter specified in
clause (a), (b), (c), or (d) above, either individually or in the aggregate) such as is not reasonably likely to have a
Material Adverse Effect.

4.20 Employee Benefit Plans. Company, each of its Subsidiaries and each of their respective ERISA
Affiliates are in compliance with all applicable provisions and requirements of ERISA and the Internal Revenue
Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and
have performed all their obligations under each Employee Benefit Plan except for instances of non-compliance that
could reasonably be expected to have a Material Adverse Effect. No ERISA Event has occurred or is reasonably
expected to occur that could reasonably be expected to have a Material Adverse Effect. Neither the Company nor
any ERISA Affiliate maintains, sponsors or has any actual or contingent liability with respect to any Pension Plan or
has any obligation to contribute to a Multiemployer Plan.

4.21 Certain Fees. No broker’s or finder’s fee or commission will be payable with respect hereto or
any of the transactions contemplated hereby.

4.22 Administrative Priority; Lien Priority.

(a) After the Interim Bankruptcy Court Order Entry Date or the Final Bankruptcy Court
Order Entry Date, as the case may be, the Obligations of the Borrowers will constitute allowed administrative
expenses in the Chapter 11 Cases, having priority in payment over all other administrative expenses and
unsecured claims against the Borrowers now existing or hereafter arising, of any kind or nature whatsoever,
including, without limitation, all administrative expenses of the kind specified in, or arising or ordered under,
Sections 105, 326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726 and 1114 of the Bankruptcy Code,
subject only to the prior payment of Carve-Out Expenses to the extent set forth in clause ”first” of the definition
of the term “Agreed Administrative Expense Priorities”.

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(b) Upon entry of the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order,
as the case may be, the Liens and security interests of the Collateral Agent on the Collateral shall be valid and
perfected first priority Liens (subject to Permitted Priority Liens and any action required under foreign law with
respect to the Capital Stock of Foreign Subsidiaries solely to the extent that such foreign law is applicable).

(c) On or after the Interim Bankruptcy Court Order Entry Date and prior to the Final
Bankruptcy Court Order Entry Date, the Interim Bankruptcy Court Order is in full force and effect, and has not
been reversed, modified, amended, stayed or vacated absent the written consent of the Agents and the Requisite
 Lenders, and after the Final Bankruptcy Court Order Entry Date, the Final Bankruptcy Court Order is in full force
and effect, and has not been reversed, modified, amended, stayed or vacated absent the written consent of the
Agents and the Requisite Lenders.

4.23 Appointment of Trustee or Examiner; Liquidation. No order has been entered in any Chapter
11 Case (i) for the appointment of a Chapter 11 trustee, (ii) for the appointment of an examiner with enlarged
powers (beyond those set forth in Sections 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of the
Bankruptcy Code or (iii) to convert any Chapter 11 Case to a Chapter 7 case or to dismiss any Chapter 11 Case.

4.24 Compliance with Statutes, etc. Each of Company and its Subsidiaries is in compliance with its
organizational documents and all applicable statutes, regulations and orders of, and all applicable restrictions
imposed by, all Governmental Authorities (including the FCC), in respect of the conduct of its business and the
ownership of its property (including compliance with all applicable Environmental Laws with respect to any Real
Estate Asset or governing its business and the requirements of any permits issued under such Environmental Laws
with respect to any such Real Estate Asset or the operations of Company or any of its Subsidiaries), except such non
compliance that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

4.25 Disclosure. No representation or warranty of any Credit Party contained in any Credit Document
and none of the reports, financial statements or other documents, certificates or written statements furnished to
Lenders by or on behalf of Company or any of its Subsidiaries for use in connection with the transactions
contemplated hereby contains any untrue statement of a material fact or omits to state a material fact (known to the
Credit Parties, in the case of any document not furnished by them) necessary in order to make the statements
contained herein or therein not misleading in light of the circumstances in which the same were made. Any
projections and pro forma financial information contained in such materials are based upon good faith estimates and
assumptions believed by the Credit Parties to be reasonable at the time made. There are no agreements, instruments
and corporate or other restrictions to which any Credit Party is subject and there are no facts known (or which
should upon the reasonable exercise of diligence be known) to the Credit Parties (other than matters of a general
economic nature) that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse
Effect and that have not been disclosed herein or in such other documents, certificates and statements furnished to
Lenders for use in connection with the transactions contemplated hereby.

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4.26 Terrorism Laws. The Company and each of its Subsidiaries is in compliance, in all material
respects, with the Terrorism Laws. No part of the proceeds of the Loan Extensions will be used, directly or
indirectly, for any payments to any governmental official or employee, political party, official of a political party,
candidate for political office, or anyone else acting in an official capacity in violation of the United States Foreign
Corrupt Practices Act of 1977, as amended.

4.27 Insurance. The properties of Company and each of its Subsidiaries are adequately insured with
financially sound and reputable insurers and in such amounts, with such deductibles and covering such risks and
otherwise on terms and conditions as are customarily carried or maintained by Persons of established reputation of
similar size and engaged in similar businesses and such insurance complies with the requirements of Section
5.5. Schedule 4.27 sets forth a list of all insurance maintained by or on behalf of the Company and each of its
Subsidiaries as of the Closing Date and, as of the Closing Date, all premiums in respect of such insurance have been
paid or have not yet been invoiced.

4.28 Common Enterprise. The successful operation and condition of the Borrowers is dependent on
the continued successful performance of the functions of the group of the Borrowers as a whole and the successful
operation of each of the Borrowers is dependent on the successful performance and operation of each other
Borrower. Each other Borrower expects to derive benefit (and its board of directors or other governing body has
determined that it may reasonably be expected to derive benefit), directly and indirectly, from (i) successful
operations of each of the other Borrowers and (ii) the credit extended by the Lenders to the Borrowers hereunder,
both in their separate capacities and as members of the group of companies. Each Borrower has determined that
execution, delivery, and performance of this Agreement and any other Credit Documents to be executed by such
Borrower is within its purpose, will be of direct and indirect benefit to such Borrower, and is in its best interest.

4.29 [Reserved].

4.30 Affiliate Transactions. Except as set forth on Schedule 4.30, as of the date of this Agreement,
there are no existing or proposed agreements, arrangements, understandings, or transactions between (i) the
Company or any of its Subsidiaries and (ii) any of the officers, members, managers, directors, stockholders, parents,
other interest holders, employees, or Affiliates (other than Subsidiaries) of the Company or any of its Subsidiaries or
any members of their respective immediate families, and none of the foregoing Persons are directly or indirectly
indebted to or have any direct or indirect ownership, partnership, or voting interest in any Affiliate of the Company
or any of its Subsidiaries or any Person with which the Company or any of its Subsidiaries has a business
relationship or which competes with the Company or any of its Subsidiaries.

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4.31 Intellectual Property. The Company and its Subsidiaries each owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property necessary to its business as currently
conducted, a correct and complete list of which, as of the date of this Agreement, is set forth on Schedule 4.31, and
the use thereof by the Company and/or its Subsidiaries does not infringe in any material respect upon the rights of
any other Person, and the rights of the Company and/or its Subsidiaries thereto are not subject to any licensing
agreement or similar arrangement. Each of the Company and its Subsidiaries has taken reasonable measures to
protect the secrecy, confidentiality and value of all trade secrets used in its business (collectively, the “Business
Trade Secrets”). To the best knowledge of each Credit Party, none of the Business Trade Secrets have been
disclosed to any Person other than employees or contractors of the Company and its Subsidiaries who had a need to
know and use such Business Trade Secrets in the ordinary course of employment or contract performance and who
executed appropriate confidentiality agreements prohibiting the unauthorized use or disclosure of such Business
Trade Secrets and containing other terms reasonably necessary or appropriate for the protection and maintenance of
such Business Trade Secrets. To the best knowledge of each Credit Party, no unauthorized disclosure of any
Business Trade Secrets has been made.

4.32 Permits, Etc. Each of the Company and its Subsidiaries has, and is in compliance with, all
permits, licenses, authorizations, approvals, entitlements and accreditations required for such Person lawfully to
own, lease, manage or operate, or to acquire, each business currently owned, leased, managed or operated, or to be
acquired, by such Person, which, if not obtained, could not reasonably be expected to have a Material Adverse
Effect. No condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or
both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any such permit, license,
authorization, approval, entitlement or accreditation, and there is no claim that any thereof is not in full force and
effect, except, to the extent any such condition, event or claim could not be reasonably be expected to have a
Material Adverse Effect.

4.33 [Reserved].

4.34 Budget and Financial Plan.

The Budget and Financial Plan were prepared in good faith by the management of the Borrowers, based on
assumptions believed by the management of the Borrowers to be reasonable at the time made and upon information
believed by the management of the Borrowers to have been accurate based upon the information available to the
management of Borrower at the time such Budget and Financial Plan were furnished.
 4.35 Prepetition Obligations. Except for the Prepetition Obligations and as disclosed on Schedule
4.35, the Company and its Subsidiaries do not have any other Indebtedness for borrowed money outstanding on the
date hereof.

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4.36 FCC Licenses and Approvals.

(a) Schedule 4.36 annexed hereto correctly describes each of the television stations and
television translators owned, or to be owned, by the Company or any of its Subsidiaries as of the date hereof.

(b) Schedule 4.36 correctly sets forth all of the FCC Licenses held by the Company or any of
its Subsidiaries, and correctly sets forth the termination date, if any, of each such FCC License. Other than the
FCC Licenses, none of Company, its Subsidiaries or their Affiliates hold any attributable or other interests in
licenses, authorizations or permits issued by the FCC or any Communications Regulatory Authority. Except as
set forth on Schedule 4.36, each FCC License which is a main station license or a television translator station
license was duly and validly issued by the FCC pursuant to procedures which comply with all requirements of
applicable law and the Company and its Subsidiaries do not have any knowledge of the occurrence of any event
or the existence of any circumstance which, in the reasonable judgment of the Borrowers, is likely to lead to the
revocation of any FCC License. Except as set forth on Schedule 4.36, the Company and its Subsidiaries each
have the right to use all FCC Licenses required for the operation of their respective stations as presently
conducted and as proposed to be conducted immediately following the date hereof. Except as set forth on
Schedule 4.36, each such FCC License is in full force and effect and does not, to the knowledge of the Company
and its Subsidiaries, conflict with the valid rights of others.

(c) Except as set forth on Schedule 4.36 the Borrowers have no knowledge of any
investigation, notice of apparent liability, violation, forfeiture or other order or complaint issued by or before any
court or regulatory body, including the FCC, or of any other proceedings (other than proceedings relating to the
radio or television industries generally) which could in any manner threaten or adversely affect the validity or
continued effectiveness of any FCC License of the Company or any of its Subsidiaries or give rise to any order of
forfeiture. Except as set forth on Schedule 4.36, the Borrowers have no reason to believe that the FCC Licenses
listed and described on Schedule 4.36, will not be renewed in the ordinary course except to the extent that
licenses for television stations may be affected by the conversion to digital television pursuant to the FCC
Rules. Except as set forth on Schedule 4.36, the Company and its Subsidiaries have filed in a timely manner all
material reports, applications, documents, instruments and information required to be filed by it pursuant to
applicable rules and regulations or requests of every regulatory body having jurisdiction over any of its FCC
Licenses.

(d) None of the Facilities used in connection with the television broadcasting operations of the
Company and its Subsidiaries (including without limitation, the transmitter and tower sites owned or used by the
Company and its Subsidiaries) violates in any material respect the provisions of any applicable building codes,
fire regulations, building restrictions or other governmental ordinances, orders, or regulations and each such
Facility is zoned so as to permit the commercial uses intended by the owner or occupier thereof and there are no
outstanding variances or special use permits materially affecting any of the facilities or the uses thereof.

(e) Each Ownership Report, if any, filed by the Company or any of its Subsidiaries with the
FCC was true, correct and complete in all material respects as of the date on which it was filed and the Company
and its Subsidiaries have filed all Ownership Reports which such Person is required to have filed in accordance
with the FCC Rules within the time for filing specified thereunder.

66
 SECTION 5. AFFIRMATIVE COVENANTS

Each Credit Party covenants and agrees that so long as any Commitment is in effect and until
payment in full of all Obligations, each Credit Party shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 5.

5.1 Financial Statements and Other Reports.

Unless otherwise provided below, Borrowers will deliver to Administrative Agent and Lenders:

(a) Monthly Reports. As soon as available, and in any event within thirty (30) days after the
end of each month commencing with the first fiscal month of the Company and its Subsidiaries ending after the
Interim Facility Effective Date, (i) the consolidated and consolidating balance sheet of Company and its
Subsidiaries as at the end of such month and the related consolidated (and with respect to statements of income,
consolidating) statements of income of Company and its Subsidiaries for such month and for the period from the
beginning of the then current Fiscal Year to the end of such month, setting forth in each case in comparative form
the corresponding figures for the corresponding periods of the previous Fiscal Year and the corresponding figures
from the Financial Plan for the current Fiscal Year, all in reasonable detail, and (ii) a statement showing the
components (with reasonable detail) of Broadcast Cash Flow and information on program payments and capital
expenditures of Company and its Subsidiaries for such month;

(b) Quarterly Financial Statements. As soon as available, and in any event within forty-five
(45) days after the end of each Fiscal Quarter of each Fiscal Year (including the fourth Fiscal Quarter), the
consolidated and consolidating balance sheets of Company and its Subsidiaries as at the end of such Fiscal
Quarter and the related consolidated (and with respect to statements of income, consolidating) statements of
income, stockholders’ equity and cash flows of Company and its Subsidiaries for such Fiscal Quarter and for the
period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, setting forth in each
case in comparative form the corresponding figures for the corresponding periods of the previous Fiscal Year and
the corresponding figures from the Financial Plan for the current Fiscal Year, all in reasonable detail, together
with a Financial Officer Certification and a Narrative Report with respect thereto (it being understood that the
delivery by the Company of Quarterly Reports on Form 10-Q of the Company and its consolidated Subsidiaries
shall satisfy the requirements of this Section 5.1(b));

(c) Annual Financial Statements. As soon as available, and in any event within ninety (90)
days after the end of each Fiscal Year, (i) the consolidated and consolidating balance sheets of Company and its
Subsidiaries as at the end of such Fiscal Year and the related consolidated (and with respect to statements of
income, consolidating) statements of income, stockholders’ equity and cash flows of Company and its
Subsidiaries for

67

such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal
Year and the corresponding figures from the Financial Plan for the Fiscal Year covered by such financial
statements, in reasonable detail, together with a Financial Officer Certification and a Narrative Report with
respect thereto; and (ii) with respect to such financial statements a report thereon of Ernst & Young LLP or other
independent certified public accountants of recognized national standing selected by Administrative Borrower,
and reasonably satisfactory to Administrative Agent (which report shall be without qualification or exception as
to the scope of such audit), and shall state that such consolidated financial statements fairly present, in all
material respects, the consolidated financial position of Company and its Subsidiaries as at the dates indicated
and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied
on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the
examination by such accountants in connection with such consolidated financial statements has been made in
accordance with generally accepted auditing standards) (it being understood that the delivery by the Company of
Annual Reports on Form 10-K of the Company and its consolidated Subsidiaries shall satisfy the requirements of
this Section 5.1(c);

(d) Compliance Certificate. Together with each delivery of financial statements of

Company and its Subsidiaries pursuant to Sections 5.1(a), 5.1(b) and 5.1(c), a duly executed and completed
Compliance Certificate;

(e) Statements of Reconciliation after Change in Accounting Principles. If, as a result of

any change in accounting principles and policies (or the application thereof) from those used in the preparation of
the Historical Financial Statements, the consolidated financial statements of Company and its Subsidiaries
delivered pursuant to Section 5.1(b) or 5.1(c) will differ in any material respect from the consolidated financial
statements that would have been delivered pursuant to such subdivisions had no such change in accounting
principles and policies been made, then, together with the first delivery of such financial statements after such
change, one or more statements of reconciliation for all such prior financial statements in form and substance
satisfactory to Administrative Agent;

(f) Notice of Default. Prompt written notice (i) of any condition or event that constitutes a
Default or an Event of Default or that notice has been given to the Company or any of its Subsidiaries with
respect thereto; (ii) that any Person has given any notice to Company or any of its Subsidiaries or taken any other
action with respect to any event or condition set forth in Section 8.1(b); or (iii) of the occurrence of any event or
change that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect, or (iv) the
occurrence of any Internal Control Event which is required to be publicly disclosed of which any officer of a
Borrower has knowledge which notice shall be accompanied by a certificate of its Authorized Officers specifying
the nature and period of existence of such condition, event or change, or specifying the notice given and action
taken by any such Person and the nature of such claimed Event of Default, Default, default, event or condition,
and what action Borrowers has taken, is taking and proposes to take with respect thereto;

68

(g) Notice of Litigation. Prompt written notice of (i) the institution of, or threat of, any
Adverse Proceeding not previously disclosed in writing by the Borrowers to Lenders, or (ii) any material
development in any Adverse Proceeding including any development that could be reasonably expected to have a
Material Adverse Effect, or seeks to enjoin or otherwise prevent the consummation of, or to recover any damages
or obtain relief as a result of, the transactions contemplated hereby, or which arises in respect of any material
Indebtedness of Company or its Subsidiaries or alleges any criminal misconduct by the Company or any of its
Subsidiaries together in each case with such other information as may be reasonably available to Administrative
Borrower to enable Lenders and their counsel to evaluate such matters;

(h) ERISA. (i) Prompt written notice of the occurrence of or forthcoming occurrence of any
ERISA Event which could reasonably be expected to result in a material liability, specifying the nature thereof,
what action Company, any of its Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or
proposes to take with respect thereto and, when known, any action taken or threatened by the Internal Revenue
Service, the Department of Labor or the PBGC with respect thereto; and (ii) with reasonable promptness, copies
of (1) each Schedule B (Actuarial Information) to the annual report (Form 5500 Series) filed by Company, any of
its Subsidiaries or any of their respective ERISA Affiliates with the Internal Revenue Service with respect to each
Pension Plan; and (2) all notices received by Company, any of its Subsidiaries or any of their respective ERISA
Affiliates from a Multiemployer Plan sponsor concerning an ERISA Event;
 (i) Preferred Stock. At least 30 days’ prior written notice of any election by Company to
exchange any Preferred Stock in accordance with the terms thereof; provided that this clause (i) shall not be
construed as a consent by Requisite Lenders to permit any such election not otherwise permitted hereby.

(j) Insurance Report. As soon as practicable and in any event by the last day of each Fiscal
Year, a report in form and substance satisfactory to Administrative Agent outlining all material insurance
coverage maintained as of the date of such report by Company and its Subsidiaries and all material insurance
coverage planned to be maintained by Company and its Subsidiaries in the immediately succeeding Fiscal Year;

(k) Notice of Change in Board of Directors. With reasonable promptness, written notice of
any change in the board of directors (or similar governing body) of Company or any of its Subsidiaries;

(l) Notice Regarding Material Contracts. Promptly, and in any event within five Business
Days after any Material Contract of Company or any of its Subsidiaries is terminated or materially impaired;

(m) Environmental Reports and Audits. As soon as practicable following receipt thereof,
copies of all environmental audits and reports with respect to environmental matters at any Facility or which
relate to any environmental liabilities of Company or its Subsidiaries which, in any such case, individually or in
the aggregate, could reasonably be expected to result in a Material Adverse Effect;

69

(n) Information Regarding Collateral. Administrative Borrower will furnish to each of the
Collateral Agent and the Administrative Agent prompt written notice, and in any event within thirty (30) days of
such occurrence, of any change (i) in any Credit Party’s corporate name, (ii) in any Credit Party’s identity or
corporate structure, or (iii) in any Credit Party’s Federal Taxpayer Identification Number. Borrowers agree not to
effect or permit any change referred to in the preceding sentence unless all filings have been made under the
Uniform Commercial Code or otherwise that are required in order for Collateral Agent to continue at all times
following such change to have a valid, legal and perfected security interest in all the Collateral and for the
Collateral at all times following such change to have a valid, legal and perfected security interest as contemplated
in the Collateral Documents. Company will furnish to Administrative Agent prompt (but not more than three
Business Days after the occurrence thereof) written notice of any Lien (other than Permitted Liens) or claims
made or asserted against any Collateral or interest therein. Company also agrees promptly to notify Collateral
Agent and the Administrative Agent in writing if any material portion of the Collateral is lost, damaged or
destroyed;

(o) Tax Returns. As soon as practicable and in any event within fifteen (15) days following
the filing thereof, copies of each federal income tax return filed by or on behalf of the Company or any of its
Subsidiaries;

(p) Violations of Terrorism Laws. Promptly (i) if any Credit Party obtains knowledge that
the Company or any of its Subsidiaries or any Person which owns, directly or indirectly, any Capital Securities of
the Company or any of its Subsidiaries, or any other holder at any time of any direct or indirect equitable, legal or
beneficial interest therein is the subject of any of the Terrorism Laws, such Credit Party will notify
Administrative Agent and (ii) upon the request of any Lender, such Credit Party will provide any information
such Lender believes is reasonably necessary to be delivered to comply with the Patriot Act;

(q) Other Information. (A) Promptly upon their becoming available, copies of (i) all
financial statements, reports, notices and proxy statements sent or made available generally by Company to its
security holders acting in such capacity or by any Subsidiary of Company to its security holders other than
Company or another Subsidiary of Company, (ii) all regular and periodic reports and all registration statements
and prospectuses, if any, filed by Company or any of its Subsidiaries with any securities exchange or with the
Securities and Exchange Commission or any governmental or private regulatory authority, (iii) all press releases
and other statements made available generally by Company or any of its Subsidiaries to the public concerning
material developments in the business of Company or any of its Subsidiaries, (B) promptly after submission to
any Governmental Authority, all documents and information furnished to such Governmental Authority in
connection with any investigation of the Company or any of its Subsidiaries (other than any routine inquiry), (C)
promptly upon receipt thereof, copies of all financial reports submitted to the Company or any of its Subsidiaries
by its auditors in connection with any audit of the books thereof and

70

(D) such other information and data with respect to Company or any of its Subsidiaries as from time to time may
be reasonably requested by Administrative Agent;

(r) Budget Reconciliation. Promptly, but in no event later than the 10 th day following the
last day of each Budget Period, commencing with the calendar month ending December 31, 2006, a
reconciliation, in form and substance satisfactory to the Administrative Agent, of the actual total payments and
cash generation/use of the Company and its Subsidiaries and the actual maximum aggregate principal amount of
Loans for such Budget Period to the budgeted line item amounts set forth in the Budget for such Budget Period,
including the percentage deviation of actual to budgeted amounts for each line item and for the aggregate
principal amount of Loans drawn during and outstanding for such Budget Period as well as a listing of all
intercompany loans among the Company and its Subsidiaries outstanding as of the last day of such Budget Period
and the net increase or decrease in the principal amount of each such loan since the last budget reconciliation was
delivered;

(s) Filings. Promptly after the filing thereof, copies of all pleadings, motions, applications,
financial information and other papers and documents filed by any Credit Party in the Chapter 11 Cases, which
papers and documents shall also be given or served on each Agent’s counsel;

(t) Creditors’ Committee Reports. Promptly after the sending thereof, copies of all written
reports given by any Credit Party to any official or unofficial creditors’ committee in the Chapter 11 Cases
related to the operations, business, assets, properties or financial condition of the Company or any of its
Subsidiaries (including, without limitation, audits, appraisals, valuations, projections and other financial reports)
other than any written reports subject to privilege, provided that such Person may redact any confidential
information contained in any such written report if it provides a summary of the nature of the information
redacted to each Agent; and

(u) FCC Licenses, etc. Promptly upon receipt of notice of (a) any forfeiture, non-renewal,
cancellation, termination, revocation, suspension, impairment or material modification of any FCC License which
is a main station license or otherwise material to the lawful ownership, lease, control, use, operation, management
or maintenance of any broadcast station or other broadcasting property held by the Company or any of its
Subsidiaries, or any notice of default or forfeiture with respect to any such FCC License, (b) any refusal by any
governmental agency or authority (including, without limitation, the FCC) to renew or extend any such FCC
License, an officer’s certificate specifying the nature of such event, the period of existence thereof, and what
action the Borrowers are taking or propose to take with respect thereto or (c) any other development that could
reasonably be expected to have a material adverse effect on any FCC License which is a main station license or a
license which is otherwise material to the lawful ownership, lease, control, use, operation, management or
maintenance of any broadcast station or other broadcasting property held by the Company or any of its
Subsidiaries.

71
 (v) August 2007 Budget. Not later than March 31, 2007, an addition to the Budget to
include the August 2007 Budget Period in form and substance reasonably satisfactory to the Administrative
Agent.

5.2 Existence. Except as otherwise permitted under Section 6.8, each Credit Party will, and will
cause each of its Subsidiaries to, at all times preserve and keep in full force and effect its existence and all rights and
governmental authorizations, qualifications, franchises, licenses and permits material to its business and to conduct
its business in each jurisdiction in which its business is conducted.

5.3 Payment of Taxes and Claims. Each Credit Party will, and will cause each of its Subsidiaries to,
pay all Taxes imposed upon it or any of its properties or assets or in respect of any of its income, businesses or
franchises before any penalty or fine accrues thereon, and all claims (including claims for labor, services, materials
and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of
its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, (a)
no such Tax or claim need to be paid with respect to periods prior to the Filing Date for which payment cannot be
made as a result of such Credit Party’s status as a debtor and debtor-in-possession under Chapter 11 of the
Bankruptcy Code, and (b) no such Tax or claim need be paid if it is being contested in good faith by appropriate
proceedings promptly instituted and diligently conducted, so long as (i) adequate reserve or other appropriate
provision, as shall be required in conformity with GAAP shall have been made therefor, and (ii) in the case of a Tax
or claim which has or may become a Lien against any asset of the Company or any of its Subsidiaries, such contest
proceedings conclusively operate to stay the sale of any portion of such asset to satisfy such Tax or claim. No
Credit Party will, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income
tax return with any Person (other than Company or any of its Subsidiaries).

5.4 Maintenance of Properties. Each Credit Party will, and will cause each of its Subsidiaries to, (a)
maintain or cause to be maintained in good repair, working order and condition, ordinary wear and tear excepted, all
material properties used or useful in the business of Company and its Subsidiaries and from time to time will make
or cause to be made all appropriate repairs, renewals and replacements thereof and (b) comply at all times with the
provisions of all material leases to which it is a party as lessee or under which it occupies property, so as to prevent
any loss or forfeiture thereof or thereunder, except in the case of the Credit Parties, any non-compliance resulting in
a default, the enforcement of which is stayed by the Chapter 11 Cases.

5.5 Insurance. The Company and its Subsidiaries will maintain or cause to be maintained, with
financially sound and reputable insurers, (i) business interruption insurance reasonably satisfactory to
Administrative Agent, and (ii) casualty insurance, such public liability insurance, third party property damage
insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of Company
and its Subsidiaries as are customarily carried or maintained under similar circumstances by Persons of established
reputation of similar size and engaged in similar businesses, in each case in such amounts (giving effect to self
insurance which comports with the requirements of this Section and provided that

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adequate reserves therefor are maintained in accordance with GAAP), with such deductibles, covering such risks
and otherwise on such terms and conditions as shall be customary for such Persons. Without limiting the generality
of the foregoing, the Company and its Subsidiaries will maintain or cause to be maintained (a) flood insurance with
respect to each Flood Hazard Property that is located in a community that participates in the National Flood
Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the
Federal Reserve System, and (b) replacement value casualty insurance on its assets under such policies of insurance,
with such insurance companies, in such amounts, with such deductibles, and covering such risks as are at all times
carried or maintained under similar circumstances by Persons of established reputation of similar size and engaged
in similar businesses. Each such policy of insurance shall (i) name Collateral Agent, on behalf of the Secured
Parties as an additional insured thereunder as its interests may appear, and (ii) in the case of each casualty insurance
policy, contain a loss payable clause or endorsement, satisfactory in form and substance to Collateral Agent, that
names Collateral Agent, on behalf of Secured Parties, as the loss payee thereunder and provides for at least thirty
(30) days’ prior written notice to Collateral Agent of any modification or cancellation of such policy and that no act
or default of the Company or any of its Subsidiaries or any other Person shall affect the right of the Collateral Agent
to recover under such policy or policies in case of loss or damage.

5.6 Books and Records; Inspections. Each Credit Party will, and will cause each of its Subsidiaries
to, (a) keep adequate 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 and (b) permit any representatives designated by Administrative
Agent or any Lender (including employees of Administrative Agent, any Lender or any consultants, accountants,
lawyers and appraisers retained by Administrative Agent) to visit and inspect any of the properties of any Credit
Party and any of its respective Subsidiaries, to inspect, copy and take extracts from its and their financial and
accounting records, and to discuss its and their affairs, finances and accounts with its and their officers and
independent accountants, all upon reasonable notice and at such reasonable times during normal business hours (so
long as no Default or Event of Default has occurred and is continuing) and as often as may reasonably be requested
and by this provision the Credit Parties authorize such accountants to discuss with Administrative Agent and Lender
and such representatives the affairs, finances and accounts of Company and its Subsidiaries. The Credit Parties
acknowledge that Administrative Agent, after exercising its rights of inspection, may prepare and distribute to the
Lenders certain reports pertaining to the assets of the Company and its Subsidiaries for internal use by
Administrative Agent and the Lenders. After the occurrence and during the continuance of any Event of Default,
each Credit Party shall, and shall cause its Subsidiaries to, provide Administrative Agent and each Lender with
access to its customers and suppliers.

5.7 [Reserved].

5.8 Compliance with Laws. Each Credit Party will comply, and shall cause each of its Subsidiaries,
to comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority
(including all Environmental Laws and FCC Rules), except where noncompliance could not reasonably be expected
to have, individually or in the aggregate, a Material Adverse Effect. Each Credit Party shall take all reasonable and
necessary actions to ensure that no portion of the Loans will be used, disbursed or distributed for any purpose, or to
any Person, directly or indirectly, in violation of any of the Terrorism Laws and shall take all reasonable and
necessary action to comply in all material respects with all Terrorism Laws with respect thereto.

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5.9 Environmental

(a) Environmental Disclosure. The Borrowers will deliver to Administrative Agent and
Lenders:

(i) as soon as practicable following receipt thereof, copies of all environmental audits,
investigations, analyses and reports of any kind or character, whether prepared by personnel of Company or
any of its Subsidiaries or by independent consultants, governmental authorities or any other Persons, with
respect to significant environmental matters at any Facility or with respect to any Environmental Claims;

(ii) promptly upon the occurrence thereof, written notice describing in reasonable detail (1)
any Release required to be reported to any federal, state or local governmental or regulatory agency under
any applicable Environmental Laws, (2) any remedial action taken by Borrowers or any other Person in
response to (A) any Hazardous Materials Activities the existence of which has a reasonable possibility of
resulting in one or more Environmental Claims having, individually or in the aggregate, a Material Adverse
Effect, or (B) any Environmental Claims that, individually or in the aggregate, have a reasonable possibility
of resulting in a Material Adverse Effect, and (3) Borrowers’ discovery of any occurrence or condition on
any real property adjoining or in the vicinity of any Facility that could cause such Facility or any part
 thereof to be subject to any material restrictions on the ownership, occupancy, transferability or use thereof
under any Environmental Laws;

(iii) as soon as practicable following the sending or receipt thereof by Company or any of
its Subsidiaries, a copy of any and all written communications with respect to (1) any Environmental
Claims that, individually or in the aggregate, have a reasonable possibility of giving rise to a Material
Adverse Effect, (2) any Release required to be reported to any federal, state or local governmental or
regulatory agency, and (3) any request for information from any governmental agency that suggests such
agency is investigating whether Company or any of its Subsidiaries may be potentially responsible for any
Hazardous Materials Activity;

(iv) prompt written notice describing in reasonable detail (1) any proposed acquisition of
stock, assets, or property by Company or any of its Subsidiaries that could reasonably be expected to (A)
expose Company or any of its Subsidiaries to, or result in, Environmental Claims that could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect or (B) affect the ability of
Company or any of its Subsidiaries to maintain in full force and effect all material Governmental
Authorizations required under any Environmental Laws for their respective operations and (2) any
proposed action to be taken by Company or any of its Subsidiaries to modify current operations in a
manner that could reasonably be expected to subject Company or any of its Subsidiaries to any additional
material obligations or requirements under any Environmental Laws; and

74

(v) with reasonable promptness, such other documents and information as from time to
time may be reasonably requested by Administrative Agent in relation to any matters disclosed pursuant to
this Section 5.9(a).

(b) Hazardous Materials Activities, Etc. Each Credit Party shall promptly take, and shall
cause each of its Subsidiaries promptly to take, any and all actions necessary to (i) cure any violation of
applicable Environmental Laws by such Credit Party or its Subsidiaries that could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, and (ii) make an appropriate response to any
Environmental Claim against such Credit Party or any of its Subsidiaries and discharge any obligations it may
have to any Person thereunder where failure to do so could reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.

(c) If counsel to Company or any of its Subsidiaries reasonably determines (1) that
provision to Administrative Agent of a document otherwise required to be provided pursuant to this Section 5.9
(or any other provision of this Agreement or any other Credit Document relating to environmental matters) would
jeopardize an applicable attorney-client or work product privilege pertaining to such document, then Company or
its Subsidiary shall not be obligated to deliver such document to Administrative Agent but shall provide
Administrative Agent with a notice identifying the author and recipient of such document and generally
describing the contents of the document. Upon request of Administrative Agent, Company and its Subsidiaries
shall take all reasonable steps necessary to provide Administrative Agent with the factual information contained
in any such privileged document.

5.10 Subsidiaries. Each Credit Party shall promptly cause:

(a) each Domestic Subsidiary of such Credit Party not in existence on the Interim Facility
Effective Date and not a Subsidiary of a Non-Debtor Subsidiary, to execute and deliver to the Collateral Agent
promptly and in any event within 5 Business Days (or, in the case of clause (D) below, 10 Business Days) after the
formation, acquisition or change in status thereof (A) a Guaranty guaranteeing the Obligations, (B) a Security
Agreement, (C) if such Subsidiary has any Subsidiaries, a Pledge Agreement, together with (x) certificates, if any,
evidencing all (or, in the case of a first-tier Foreign Subsidiary of such Subsidiary, 65%) (or such greater percentage
that, due to a change in applicable law after the Interim Facility Effective Date, (1) could not reasonably be expected
to cause the undistributed earnings of such Foreign Subsidiary as determined for United States federal income tax
purposes to be treated as a deemed dividend to such Foreign Subsidiary’s United States parent or (2) could not
reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Capital Stock
entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) and 100% of the issued and outstanding
Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956 2(c)(2)) of the Capital Stock of
any Person owned by such Subsidiary, (y) undated stock powers executed in blank with signature guaranteed, and
(z) such opinion of counsel and

75

such approving certificate of such Subsidiary as the Collateral Agent may reasonably request in respect of
complying with any legend on any such certificate or any other matter relating to such shares, (D) one or more
Mortgages creating on any real property of such Subsidiary with a fair market value in excess of $250,000 (which,
in the case of a leasehold interest in real property, shall be on a commercially reasonable efforts basis), a perfected,
first priority Lien on such real property, a Title Insurance Policy covering such real property, a current ALTA survey
thereof and a surveyor’s certificate, each in form and substance satisfactory to the Collateral Agent, together with
such other agreements, instruments and documents as the Collateral Agent may reasonably require, and (E) such
other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the Collateral
Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered
by any such Security Agreement, Pledge Agreement or Mortgage or otherwise to effect the intent that such
Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Credit Documents
and that substantially all property and assets of such Subsidiary shall become Collateral for the Obligations; and

(b) each owner of the Capital Stock of any such Domestic Subsidiary to execute and deliver
promptly and in any event within 5 Business Days after the formation or acquisition of such Subsidiary a Pledge
Agreement, together with (A) certificates evidencing all of the Capital Stock of such Subsidiary, (B) undated stock
powers or other appropriate instruments of assignment executed in blank with signature guaranteed, (C) such
opinion of counsel and such approving certificate of such Subsidiary as the Collateral Agent may reasonably request
in respect of complying with any legend on any such certificate or any other matter relating to such shares and (D)
such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by the
Collateral Agent relating to such shares.

5.11 Additional Material Real Estate Assets. In the event that any Credit Party acquires a Material
Real Estate Asset after the Closing Date or a Real Estate Asset owned or leased on the Closing Date becomes a
Material Real Estate Asset after the Closing Date and such interest has not otherwise been made subject to the Lien
of the Collateral Documents in favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party,
contemporaneously with acquiring such Material Real Estate Asset, or promptly after a Real Estate Asset owned or
leased on the Closing Date becomes a Material Real Estate Asset, shall take all such actions and execute and deliver,
or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and
certificates that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of
Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security
interest in such Material Real Estate Assets. Notwithstanding the foregoing, with respect to any Leased Property
which is or becomes a Material Real Estate Asset, the applicable Credit Party’s obligation with respect thereto shall
be limited to using commercially reasonable efforts to cause the landlord of such Leased Property to consent and
execute and deliver such mortgages, documents, instruments, agreements, opinions and certificates that Collateral
Agent shall reasonably request (including, if requested, a Landlord Collateral Access Agreement and a Landlord
Consent and Estoppel). In no event shall this provision be deemed to require any Credit Party to take any action
which would cause a breach of the lease pertaining to any such Leased Property. In addition to the foregoing,
Administrative Borrower shall, at the request of Requisite Lenders, deliver, from time to time, to Administrative
Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which Collateral
Agent has been granted a Lien.
 76

5.12 Additional Borrowers. The Credit Parties shall (i) cause each Subsidiary of the Company which,
after the date hereof, becomes subject to an Insolvency Event to become a “Borrower” hereunder by execution of an
Assumption Agreement substantially in the form of Exhibit G hereof and otherwise in form and substance
satisfactory to the Administrative Agent, (ii) promptly obtain an order of the Bankruptcy Court, in form and
substance satisfactory to the Administrative Agent, authorizing and approving the assumption by such Subsidiary of
the Obligations hereunder and confirming that such Subsidiary is jointly and severally liable for the Obligations
hereunder with the other Borrowers pursuant to Section 2.24 hereof in the same manner and to the same extent as if
it had initially been a Credit Party under this Agreement on the date hereof, (iii) promptly amend the Reorganization
Plan in a manner satisfactory to the Administrative Agent to include such Subsidiary and promptly obtain an Order
of the Bankruptcy Court approving such amendment and otherwise in form and substance satisfactory to the
Administrative Agent and (iv) cause such Subsidiary to perform all obligations required to be performed by a Credit
Party under the Credit Documents and to take such other actions as are reasonably requested by the Administrative
Agent to cause such compliance.

5.13 Cash Management System

(a) Following an Event of Default, each Credit Party shall have no right to issue withdrawal,
payment, transfer or other fund disposition or other instructions which it otherwise would be entitled to give
under the deposit account agreement or any other documentation in effect from time to time with respect to
any of its Deposit Accounts or services provided in connection with such Deposit Accounts (the “Credit Party
Documentation”) without the express written consent of the Collateral Agent.

(b) The Credit Parties shall and each of their Subsidiaries shall cause all available funds
held in their respective Deposit Accounts to be transferred on each Business Day (in excess of checks
outstanding against such accounts and amounts necessary to meet minimum balance requirements) to the
following account (the “Company Account”):

Account Name: Granite Broadcasting Corporation

Bank Name: Deutsche Bank Trust Company Americas
Bank ABA#: 021001033
Account#: 00-228-523

Any changes to the above instruction, and any other instructions with respect to each account referred to in this
Section 5.13(b), shall be honored by depositary only if given by the Collateral Agent.

(c) The Company shall use commercially reasonable efforts to deliver an account control
agreement, in form and substance satisfactory to the Collateral Agent, executed by the Company and the applicable
account bank (i) with respect to the Company Account, within 10 days of the date hereof and (ii) with respect to the
other Credit Party’ Accounts, within 30 days of the date hereof.

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(d) With respect to any account of the Company or its Subsidiaries not subject to this Section
5.13, the Company shall, and shall cause each of its Subsidiaries to, maintain funds in such accounts only to the
extent necessary to satisfy disbursements to be made from such accounts with respect to obligations then due and
payable or as otherwise necessary to meet minimum balance requirements.
 5.14 Further Assurances. At any time or from time to time upon the request of Administrative Agent,
each Credit Party will, at its expense, promptly execute, acknowledge and deliver such further documents and do
such other acts and things as Administrative Agent or Collateral Agent may reasonably request in order to effect
fully the purposes of the Credit Documents, including providing Lenders with any information reasonably requested
pursuant to Section 12.22. In furtherance and not in limitation of the foregoing, each Credit Party shall take such
actions as Administrative Agent or Collateral Agent may reasonably request from time to time to ensure that the
Obligations are guarantied by the Guarantors and are secured by substantially all of the assets of the Credit Parties
and all of the outstanding Capital Stock of the Credit Parties (other than the Company).

5.15 Miscellaneous Business Covenants. Unless otherwise consented to by Agents and Requisite
Lenders:

(a) Non-Consolidation. Company will and will cause each of its Subsidiaries to: (i)
maintain entity records and books of account separate from those of any other entity which is an Affiliate of such
entity; (ii) except with respect to routine cash management and concentration, not commingle its funds or assets
with those of any other entity which is an Affiliate of such entity; and (iii) generally maintain corporate
separateness.

(b) Cash Management Systems. Company and its Subsidiaries shall maintain cash
management systems reasonably acceptable to Administrative Agent and in accordance with applicable
Bankruptcy Court orders.

(c) Conduct of Business. Company and its Subsidiaries shall continue to engage in business
of the same general types as now conducted by them.

5.16 Use of Proceeds. The proceeds of the Loans will be used only for as set forth in Section 2.5. No
part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation
of any law, including Regulations T, U and X of the Board of Governors of the Federal Reserve System.

5.17 Retention of Advisors. Subject to Bankruptcy Court approval, Company shall continue at all
times the retention of Houlihan Lokey pursuant to the agreements between such financial advisors and the Company
entered into prior to the Filing Date (or other financial advisors reasonably acceptable to the Administrative Agent).

78

5.18 Filings. The Company shall, (x) not later than five (5) Business Days following the Filing Date
file a Form 15 with the Securities and Exchange Commission to effect the deregistration of its outstanding shares of
common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and will take all
other actions necessary to terminate at the earliest possible time following the Filing Date its reporting obligations
under the Exchange Act, provided that at such time the Company is permitted to file such Form 15 by virtue of
having less than three hundred shareholders, and (y) not take, or permit to be taken, any actions that would require it
to register any securities under Section 12(b) or 12(g) of the Exchange Act or file reports under Section 13 or 15 of
the Exchange Act.

SECTION 6. NEGATIVE COVENANTS

Each Credit Party covenants and agrees that, so long as any Commitment is in effect and until
payment in full of all Obligations, such Credit Party shall perform, and shall cause each of its Subsidiaries to
perform, all covenants in this Section 6.

6.1 Indebtedness. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or
indirectly, create, incur (including make any election to exchange any Preferred Stock for Indebtedness), assume or
guaranty, or otherwise become or remain directly or indirectly liable with respect to any Indebtedness, except:

(a) the Obligations;

(b) Indebtedness of (i) any Non-Debtor Subsidiary owed to a Credit Party or any Credit
Party owed to another Credit Party, in each case, incurred in accordance with Section 6.22 and (ii) a Credit Party
owed to a Non-Debtor Subsidiary; provided that all such Indebtedness under this clause (ii) shall be unsecured
and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the
applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably
satisfactory to Administrative Agent;

(c) [Reserved];

(d) [Reserved];

(e) Indebtedness which may be deemed to exist pursuant to any guaranties, performance,
surety, statutory, appeal or similar obligations incurred in the ordinary course of business;

(f) Indebtedness in respect of netting services, overdraft protections and otherwise in

connection with customary Deposit Accounts and payroll accounts maintained by the Company or its
Subsidiaries as part of its ordinary cash management program;

(g) Performance guaranties in the ordinary course of business and consistent with historic
practices of the obligations of suppliers, customers, franchisees and licensees of Company and its Subsidiaries;

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(h) Indebtedness in respect of the Existing Malara Facility; and

(i) Prepetition Obligations and any other Indebtedness described in Schedule 6.1, but not
any extensions, renewals or replacements of such Prepetition Obligations or other Indebtedness.

6.2 Liens. Except for Permitted Liens, no Credit Party shall, nor shall it permit any of its Subsidiaries
to, directly or indirectly, create, incur, assume or permit to exist any Lien on or with respect to any property or asset
of any kind (including any document or instrument in respect of goods or accounts receivable and any Security) of
Company or any of its Subsidiaries, whether now owned or hereafter acquired, or any income or profits therefrom,
or file or permit the filing of, or permit to remain in effect, any financing statement or other similar notice of any
Lien with respect to any such property, asset, income or profits under the UCC of any State or under any similar
recording or notice statute.

6.3 No Further Negative Pledges. No Credit Party shall, nor shall it permit any of its Subsidiaries
to, enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets,
whether now owned or hereafter acquired. For the avoidance of doubt, the prohibitions contained in the Prepetition
Credit Documents existing on the date hereof shall not violate this Section 6.3.

6.4 Restricted Junior Payments. No Credit Party shall, nor shall it permit any of its Subsidiaries or
Affiliates through any manner or means or through any other Person to, directly or indirectly, declare, order, pay,
make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted Junior Payment.

6.5 Restrictions on Subsidiary Distributions. Except as provided herein, no Credit Party shall, nor
shall it permit any of its Subsidiaries to, create or otherwise cause or suffer to exist or become effective any
consensual encumbrance or restriction of any kind on the ability of any Subsidiary of Company to (a) pay dividends
or make any other distributions on any of such Subsidiary’s Capital Stock owned by Company or any other
Subsidiary of Company, (b) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other
Subsidiary of Company, (c) make loans or advances to Company or any other Subsidiary of Company, or (d)
transfer any of its property or assets to Company or any other Subsidiary of Company other than restrictions (i) by
reason of customary provisions restricting assignments, subletting or other transfers contained in leases, licenses,
joint venture agreements and similar agreements entered into in the ordinary course of business as of the date hereof,
(ii) contained in agreements governing Indebtedness permitted by Sections 6.1(h) or (i), (iii) customary non-
assignment provisions of any contract or any lease governing a leasehold interest of any Subsidiary of the Company;
(iv) contained in the Collateral Documents; (v) on the transfer of assets subject to any Lien permitted under this
Agreement imposed by the holder of such Lien; (vi) imposed by any agreement to sell assets or Capital Stock
permitted under this Agreement to any Person pending the closing of such sale; (vii) that restricts in a customary
manner the subletting, assignment or transfer of any property or asset that is subject to a lease, license or similar
contract, or the assignment or transfer of any such lease, license or other contract; or (viii) on cash or other deposits
or net worth imposed by customers under contracts entered into in the ordinary course

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of business and consistent with past practice; (ix) that are or were created by virtue of any transfer of, agreement to
transfer or option or right with respect to any property, assets or Capital Stock not otherwise prohibited under this
Agreement; or (x) that are or were created by virtue of any applicable law, rule or regulation or order of the
Bankruptcy Court. No Credit Party shall, nor shall it permit its Subsidiaries to, enter into any Contractual
Obligation which would prohibit a Subsidiary of Company from becoming a Credit Party.

6.6 Investments. No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or
indirectly, make or own any Investment in any Person, including without limitation any Joint Venture, except:

(a) Investments in Cash and Cash Equivalents;

(b) equity Investments owned as of the Closing Date in any Subsidiary and Investments
made after the Closing Date in any Credit Party;

(c) Investments (i) in any Securities received in satisfaction or partial satisfaction thereof
from financially troubled account debtors, and (ii) constituting deposits, prepayments and other credits to
suppliers made in the ordinary course of business consistent with the past practices of Company and its
Subsidiaries;

(d) intercompany loans to the extent permitted under Section 6.1(b);

(e) Consolidated Capital Expenditures made in accordance with the then applicable Budget
(taking into account any Permitted Deviation);

(f) Investments in any Credit Party by any Subsidiary of Company;

(g) Investments in prepaid expenses, negotiable instruments held for collection and lease,
utility, workers’ compensation and performance and other similar deposits and prepaid expenses made in the
ordinary course of business;

(h) Investments described in Schedule 6.6; and

(i) the deposit by the Company of $1.0 million in the Trustee Reserve Fund as
contemplated pursuant to Section 12.9 of the Senior Secured Notes Indenture.
Notwithstanding the foregoing, in no event shall any Credit Party make, or permit any of its Subsidiaries to make,
any Investment which results in or facilitates in any manner any Restricted Junior Payment not otherwise permitted
under the terms of Section 6.4. Notwithstanding the foregoing, no Investment otherwise permitted by clause (d)
shall be permitted if any Default or Event of Default has occurred and is continuing or would result therefrom.

6.7 Financial Covenants.

(a) Minimum Broadcast Cash Flow. Borrowers shall not permit the cumulative amount of
Broadcast Cash Flow from December 1, 2006 through the end of each fiscal month thereafter to be less than 85%
of the amount for such calendar month set forth in the Financial Plan.

81

(b) Maximum Corporate Expense. Borrowers shall not permit the cumulative amount of
Corporate Expenses from December 1, 2006 through the end of each fiscal month thereafter to exceed 115% of
the amount for such calendar month set forth in the Financial Plan.

6.8 Fundamental Changes; Disposition of Assets; Acquisitions. No Credit Party shall, nor shall it
permit any of its Subsidiaries to, enter into any transaction of merger or consolidation, or liquidate, wind up or
dissolve itself (or suffer any liquidation or dissolution), create or acquire any Subsidiary, or convey, sell, lease or
sub lease (as lessor or sublessor), exchange, transfer or otherwise dispose of, in one transaction or a series of
transactions, all or any part of its business, assets or property of any kind whatsoever, whether real, personal or
mixed and whether tangible or intangible, whether now owned or hereafter acquired, or acquire by purchase or
otherwise (other than purchases or other acquisitions of inventory, materials and equipment and Capital
Expenditures in the ordinary course of business) the business, property or fixed assets of, or stock or other evidence
of beneficial ownership of, any Person or any division or line of business or other business unit of any Person,
except:

(a) any Subsidiary of Company may be merged with or into Company or any other Credit
Party, or be liquidated, wound up or dissolved, or all or any part of its business, property or assets may be
conveyed, sold, leased, transferred or otherwise disposed of, in one transaction or a series of transactions, to
Company or any other Credit Party; provided, in the case of such a merger, Company or such Credit Party, as
applicable, shall be the continuing or surviving Person;

(b) sales or other dispositions of assets (i) that are sales or leases of inventory in the ordinary
course of business or (ii) made to Company or any Credit Party;

(c) disposals of obsolete or worn out property, the proceeds of which are less than $100,000
and when aggregated with all other dispositions made pursuant to this clause (d) from the Closing Date to the
date of determination are less than $250,000; provided that the consideration received for such assets shall be in
an amount at least equal to the fair market value thereof (determined in good faith by the board of directors of
Company (or similar governing body));

(d) sale or disposal of that certain real property located at 2633 West State Boulevard, Fort
Wayne, IN 46808, provided that the consideration received shall be in an amount at least equal to the fair market
value thereof; and

(e) Investments made in accordance with Section 6.6.

6.9 Disposal of Subsidiary Interests. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, (a) directly or indirectly sell, assign, pledge or otherwise encumber or dispose of any Capital Stock
of any of its Subsidiaries, except to qualify directors if required by applicable law; or (b) directly or indirectly to
sell, assign, pledge or otherwise encumber or dispose of any Capital Stock of any of its Subsidiaries, except to
another Credit Party (subject to the restrictions on such disposition otherwise imposed hereunder), or to qualify
directors if required by applicable law.

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6.10 Sales and Lease Backs. No Credit Party shall, nor shall it permit any of its Subsidiaries to,
directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of
any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party
(a) has sold or transferred or is to sell or to transfer to any other Person (other than Company or any other Credit
Party) or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold
or transferred by such Credit Party to any Person (other than Company or any other Credit Party) in connection with
such lease.

6.11 Transactions with Shareholders and Affiliates. No Credit Party shall, nor shall it permit any of
its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any holder of five percent (5%) or more of
any class of Capital Stock of Company or any of its Subsidiaries or with any Affiliate of Company or of any such
holder, in each case, without the prior written consent of the Administrative Agent; provided, the foregoing
restriction shall not apply to (a) any transaction between Company and any other Credit Party; (b) reasonable and
customary fees paid to members of the board of directors (or similar governing body) of Company and its
Subsidiaries; (c) compensation or other employment-related arrangements existing on the date hereof with officers
and other employees of Company and its Subsidiaries entered into in the ordinary course of business; (d)
transactions described in Schedule 6.11; (e) any transaction between any Credit Party and any Non-Debtor
Subsidiary provided that such transaction is on terms at least as favorable to such Credit Party as would be obtained
in a comparable arm’s-length transaction with a person that is not an Affiliate and if such transaction involves a
transfer from a Credit Party to a Non-Debtor Subsidiary, the aggregate fair market value of the assets or other
consideration being transferred does not exceed $1,000,000 for all such transactions; and (f) any transaction
permitted pursuant to Sections 6.1(b) and 6.6(d) hereof.

6.12 Conduct of Business. From and after the Closing Date, no Credit Party shall, nor shall it permit
any of its Subsidiaries to, (i) engage in any business other than the businesses engaged in by such Credit Party or
Subsidiary on the Closing Date and (ii) without the prior consent of the Administrative Agent (such consent not to
be unreasonably withheld and a response to be provided by the Administrative Agent no later than three Business
Days following receipt by the Administrative Agent of a copy of such Material Contract), enter into any Material
Contract.

6.13 Excess Cash. At any time that any Loans are outstanding, no Credit Party shall, nor shall it
permit any of its Subsidiaries to, accumulate or maintain cash in bank accounts (in excess of checks outstanding
against such accounts and amounts necessary to meet minimum balance requirements), cash equivalents or
Permitted Investments of the Borrowers and their Subsidiaries in an aggregate amount in excess of $500,000
(excluding fiduciary accounts of the Company or any of its Subsidiaries and deposit accounts exclusively used for
payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Borrowers or any of
their Subsidiaries’ salaried employees) for a period of more than three consecutive Business Days.

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6.14 Amendments or Waivers of Certain Related Agreements. No Credit Party shall, nor shall it
permit any of its Subsidiaries to, agree to any amendment, restatement, termination, supplement or other
modification to, or waiver of, any of its rights under any Related Agreement after the Closing Date, without
obtaining the prior written consent of Administrative Agent and Requisite Lenders. Notwithstanding the foregoing,
without obtaining the prior written consent of Administrative Agent or any Lender, the Credit Parties may enter into
any amendment or modification of a Related Agreement that is of a purely technical nature and not adverse to the
Company, its Subsidiaries or the Lenders. The Company shall not provide any consent to the Malara Entities with
respect to amendments to the Malara Waiver Documents without obtaining the prior written consent of
Administrative Agent.

6.15 Bankruptcy Court Orders; Administrative Priority; Lien Priority; Payment of Claims.

No Credit Party shall nor shall it permit any of its Subsidiaries to:

(a) at any time, seek, consent to or suffer to exist any reversal, modification, amendment,
stay or vacation of any of the Bankruptcy Court Orders, except for modifications and amendments agreed to by
the Agents and the Requisite Lenders;

(b) at any time, suffer to exist a priority for any administrative expense or unsecured claim
against any of the Borrowers (now existing or hereafter arising) of any kind or nature whatsoever, including
without limitation any administrative expenses of the kind specified in, or arising or ordered under, Sections 105,
326, 328, 330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726 and 1114 of the Bankruptcy Code equal or
superior to the priority of the Agent and the Lenders in respect of the Obligations, except as provided in Section
10.4 and for the Carve-Out Expenses having priority of payment over the Obligations to the extent set forth in
clause ”first” of the definition of the term “Agreed Administrative Expense Priorities”;

(c) at any time, suffer to exist any Lien on the Collateral having a priority equal or superior
to the Lien in favor of the Collateral Agent for the benefit of the Secured Parties in respect of the Collateral (other
than Permitted Priority Liens); and

(d) prior to the date on which the Obligations have been indefeasibly paid in full in cash, the
Borrowers shall not pay any administrative expense claims except (A) (1) the Priority Professional Expenses then
due and payable and (2) other payments then due and payable to the extent set forth in sub-clause (i) of
clause ”first” of the definition of the term “Agreed Administrative Expense Priorities”, (B) the Obligations then
due and payable hereunder, and (C) Carve-Out Expenses (other than Priority Professional Expenses) and other
administrative expense and professional claims then due and payable in the ordinary course of the business of the
Borrowers or their respective Chapter 11 Cases, in each case, to the extent and having the order of priority set
forth in the definition of the term “Agreed Administrative

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Expense Priorities” provided such expense and professional claims shall not include any claims for activities
incurred in connection with the activities described in paragraph 25(b) of the Interim Bankruptcy Court
Order. Notwithstanding the order of priority set forth in the definition of the term “Agreed Administrative
Expense Priorities”, the Borrowers may pay the administrative expense and professional claims described in
clauses (A) and (C) of this Section 6.15(d) in the ordinary course of the business of the Borrowers or their
respective Chapter 11 Cases so long as no Event of Default under this Agreement shall have occurred and be
continuing either before or after giving effect to such payment.

6.16 Fiscal Year. No Credit Party shall, nor shall it permit any of its Subsidiaries to change its Fiscal
Year end from December 31st.

6.17 Deposit Accounts. No Credit Party shall, nor shall it permit any of its Subsidiaries to, establish
or maintain a Deposit Account that is not in compliance with the requirements of Section 5.13 or deposit proceeds in
a Deposit Account which is not subject to the requirements of Section 5.13.
 6.18 Amendments to Certain Agreements. No Credit Party shall nor shall it permit any of its
Subsidiaries to, (a) amend or permit any amendments to any Person’s Organizational Documents; (b) amend or
permit any amendments to, or terminate or waive any provision of, any Material Contract if such amendment,
termination, or waiver would be adverse to the rights and remedies of the Administrative Agent or the Lenders under
the Credit Documents or would be materially adverse to the Company and its Subsidiaries taken as a whole; or (c)
amend or permit any amendments or modifications of any agreement or instrument evidencing or governing the
terms of the Preferred Stock.

6.19 Prepayments of Certain Indebtedness. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if
any, interest or other amount payable in respect of any Indebtedness incurred prior to the Filing Date other than
intercompany Indebtedness permitted by this Agreement or, in the case of the Credit Parties, the Prepetition
Obligations to the extent contemplated by the Bankruptcy Court Orders or any payments approved in the ‘first-day’
orders to the extent provided therein.

6.20 Issuance of Capital Stock. No Credit Party shall, nor shall it permit any of its Subsidiaries to,
issue or sell or enter into any agreement or arrangement for the issuance and sale of any shares of its Capital Stock,
any securities convertible into or exchangeable for its Capital Stock, or any warrants, options or other rights for the
purchase or acquisition of shares of its Capital Stock, except the issuance of any common stock by a Credit Party to
the Company.

6.21 Compromise of Accounts Receivable. No Credit Party shall, nor shall it permit any of its
Subsidiaries to, compromise or adjust any Account Receivable (or extend the time of payment thereof) or grant any
discounts, allowances or credits except in the ordinary course of business and consistent with past practice.

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6.22 Intercompany Transfers

No Credit Party shall transfer any amount to a Subsidiary of the Company unless such transfer is
evidenced by a demand promissory note issued by such Subsidiary in form and substance satisfactory to the
Administrative Agent and all such notes are subject to a First Priority Lien securing the Obligations. Each such
note shall provide that principal thereof is mandatorily prepayable on a daily basis from amounts transferred from
the accounts of the Subsidiary that is the obligor of such note to the Company Account pursuant to Section 5.13
hereof. The aggregate outstanding principal amount of notes issued by Non-Debtor Subsidiaries pursuant to this
Section 6.22 shall not at any time exceed $10,000,000 and the portion of such outstanding principal amount
attributable to transfers of proceeds of the Loans to Non-Debtor Subsidiaries shall not at any time exceed
$5,000,000.

SECTION 7. [RESERVED]

SECTION 8. EVENTS OF DEFAULT

If any one or more of the following conditions or events shall occur:

(a) Failure to Make Payments When Due. Any Credit Party shall fail to pay any principal of
or interest on any Loan, or any fee, indemnity or other amount payable under this Agreement or any other Credit
Document when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise);
or

(b) Breach of Certain Covenants. Failure of any Credit Party to perform or comply with any
term or condition contained in Section 5.1, Section 5.2, Section 5.10, Section 5.13 (and such default shall not
have been remedied or waived within two (2) Business Days), Section 5.16 or Section 6; or

(c) Breach of Representations, etc. Any representation, warranty, certification or other

statement made or deemed made by any Credit Party in any Credit Document or Related Agreement or in any
statement or certificate at any time given by any Credit Party or any of its Subsidiaries in writing pursuant hereto
or thereto or in connection herewith or therewith shall be false in any material respect as of the date made or
deemed made; or

(d) Default under or Amendment of Existing Malara Facility. Any of the following shall
have occurred: (i) an “Event of Default” under any of Sections 7.1, 7.3, 7.6, 7.7 or 7.9 of the Existing Malara
Facility (without giving effect to any waiver or consent by the lenders thereunder); (ii) the Indebtedness under the
Existing Malara Facility becomes due prior to its stated maturity date; (iii) any amendment or modification of the
Existing Malara Facility shall be made without the prior written consent of the Administrative Agent; or (iv) any
Malara Waiver Document is terminated or otherwise no longer in full force and effect; or

(e) Other Defaults Under Credit Documents. Any Credit Party shall default in the
performance of or compliance with any term contained herein or any of the other Credit Documents (including
the Bankruptcy Court Orders), other than any such term referred to in any other Section of this Section 8.1, and
such default shall not have been remedied or waived within ten (10) days; or

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(f) Judgments and Attachments. Except for matters subject to the automatic stay, one or
more money judgments, writs or warrants of attachment or similar process involving in the aggregate at any time
an amount in excess of $2,000,000 shall be entered or filed against the Company or any of its Subsidiaries or any
of their respective assets and either (i) enforcement proceedings shall have been commenced by any creditor upon
any such judgment, order, award or settlement, or (ii) there shall be a period of 20 consecutive days after entry
thereof during which a stay of enforcement of any such judgment, order, award or settlement, by reason of a
pending appeal or otherwise, shall not be in effect; or

(g) Budget. The making of any payment or disbursement that is not set forth as a category
of line item on the Budget; or

(h) Employee Benefit Plans. (i) There shall occur one or more ERISA Events which
individually or in the aggregate results in or might reasonably be expected to result in liability of Company, any
of its Subsidiaries or any of their respective ERISA Affiliates in excess of $2,000,000 during the term hereof; or
(ii) there exists any fact or circumstance that reasonably could be expected to result in the imposition of a Lien or
security interest under Section 401(a)(29) or 412(n) of the Internal Revenue Code or under ERISA; or

(i) Change of Control. A Change of Control shall occur or a material disruption or change
unacceptable to the Requisite Lenders shall have occurred in the senior management of the Company or any of its
Subsidiaries; or

(j) Guaranties, Collateral Documents and other Credit Documents. At any time after the
execution and delivery thereof, (i) any Guaranty for any reason, other than the satisfaction in full of all
Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared
to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any
Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in
accordance with the terms hereof or thereof or the satisfaction in full of the Obligations in accordance with the
terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid
and perfected first priority Lien in any Collateral purported to be covered by the Collateral Documents or any
Bankruptcy Court Order, or (iii) any Credit Party or any Subsidiary of a Credit Party shall contest the validity or
enforceability of any Credit Document or any Bankruptcy Court Order or deny in writing that it has any further
liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party
or any Bankruptcy Court Order; or

(k) Appointment of Trustee or Examiner. An order with respect to any of the Chapter 11
Cases shall be entered by the Bankruptcy Court appointing, or any Credit Party or any Subsidiary of a Credit
Party shall file an application for an order with respect to any Chapter 11 Case seeking the appointment of, (i) a
trustee under Section 1104, or (ii) an examiner with enlarged powers relating to the operation of the business
(powers beyond those set forth in Section 1106(a)(3) and (4) of the Bankruptcy Code) under Section 1106(b) of
the Bankruptcy Code; or

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(l) Conversion to Chapter 7. An order with respect to any of the Chapter 11 Cases shall be
entered by the Bankruptcy Court converting such Chapter 11 Case to a Chapter 7 case; or

(m) Plan. An application shall be made by any Credit Party or any Subsidiary of a Credit
Party for an order by the Bankruptcy Court, or an order shall be entered by the Bankruptcy Court, confirming a
plan of reorganization in any of the Chapter 11 Cases that is not satisfactory to the Administrative Agent in all
material respects; or

(n) Dismissal of Chapter 11. An order shall be entered by the Bankruptcy Court dismissing
any of the Chapter 11 Cases which does not contain a provision for termination of the total Commitment, and
payment in full in cash of all Obligations of the Borrowers hereunder and under the other Credit Documents upon
entry thereof; or

(o) Order with respect to Chapter 11. An order with respect to any of the Chapter 11 Cases
shall be entered by the Bankruptcy Court without the express prior written consent of the Agents and the
Requisite Lenders, (i) to revoke, reverse, stay, modify, supplement or amend any of the Bankruptcy Court Orders,
(ii) to permit any administrative expense or any claim (now existing or hereafter arising, of any kind or nature
whatsoever) to have administrative priority as to the Borrowers equal or superior to the priority of the Agents and
the Lenders in respect of the Obligations, except for allowed administrative expenses to the extent set forth in
clause ”first” of the definition of the term “Agreed Administrative Expense Priorities”, or (iii) to grant or permit
the grant of a Lien on the Collateral (other than Permitted Liens); or

(p) Application for Order. An application for any of the orders described in clauses (k)
through (o) above shall be made by a Person other than the Borrowers and such application is not contested by
the Borrowers in good faith or the relief requested is not withdrawn, dismissed or denied within 45 days after
filing or any Person obtains a final order under § 506(c) of the Bankruptcy Code against the Agents or obtains a
final order adverse to the Agents or the Lenders or any of their respective rights and remedies under the Credit
Documents or in the Collateral; or

(q) Relief from Automatic Stay. An order shall be entered by the Bankruptcy Court that is
not stayed granting relief from the automatic stay to one or more creditors of the Borrowers with respect to any
claim(s) in an amount equal to or exceeding $750,000 in the aggregate for all such claims since the date hereof;
or

(r) Material Adverse Effect. An event or development occurs which could reasonably be
expected to have a Material Adverse Effect; or

(s) Material Adverse Deviation. A Material Adverse Deviation shall have occurred; or
 88

(t) Liens. (i) The Company or any of its Subsidiaries shall attempt to invalidate, reduce or
otherwise impair the Liens or security interests of any Agent and/or the Lenders, claims or rights against such
Person or to subject any Collateral to assessment pursuant to Section 506(c) of the Bankruptcy Code, (ii) any
Lien or security interest created by this Agreement or the Bankruptcy Court Orders with respect to Collateral
having a fair market value in excess of $750,000 shall, for any reason, cease to be valid or (iii) any action is
commenced by the Company or any of its Subsidiaries which contests the validity, perfection or enforceability of
any of the Liens and security interests of any Agent and/or the Lenders created by any of the Bankruptcy Court
Orders, this Agreement, any Mortgage, any Security Agreement, and any Pledge Agreement or any other security
agreement; or

(u) Liquidation. The determination of the Company or any of its Subsidiaries, whether by
vote of such Person’s board of directors or otherwise, to suspend the operation of such Person’s business in the
ordinary course, liquidate all or substantially all of such Person’s assets, or to conduct any sales of all or
substantially all of such Person’s assets, or the filing of a motion or other application in the Chapter 11 Cases,
seeking authority to do any of the foregoing; or

(v) Licenses; Permits; FCC Licenses. (i) The loss, suspension or revocation of, or failure to
renew, any license or permit now held or hereafter acquired by the Company or any of its Subsidiaries, if such
loss, suspension, revocation or failure to renew could reasonably be expected to have a Material Adverse Effect,
or (ii) any FCC License owned or held by the Company or any of its Subsidiaries which is a main station license
or a license otherwise material to the lawful ownership, lease, control, use, operation, management or
maintenance of any broadcast station or other broadcasting property of the Company or any of its Subsidiaries
shall be cancelled, terminated, rescinded, revoked, suspended, impaired, otherwise finally denied renewal, or
otherwise modified in any material adverse respect, or shall be renewed on terms that materially and adversely
affect the economic or commercial value or usefulness thereof; or any such FCC License shall no longer be in
full force and effect; or the grant of any such FCC License shall have been stayed, vacated or reversed, or
modified in any material adverse respect, by judicial or administrative proceedings; or any administrative law
judge of the FCC shall have issued an initial decision in any non-comparative license renewal, license revocation
or any comparative (multiple applicant) proceeding to the effect that any such FCC License should be revoked or
not be renewed; or any other proceeding shall have been instituted by or shall have been commenced before any
court, the FCC or any other regulatory body that more likely than not will result in such cancellation, termination,
rescission, revocation, impairment or suspension of any such FCC License or result in any materially adverse
modification of any such FCC License; or the Company or any of its Subsidiaries shall no longer be the holder of
an FCC License constituting a television translator license material to the lawful ownership, lease, control, use,
operation, management or maintenance of any broadcast station or other broadcasting property of the Company
or any of its Subsidiaries or a main station license for the stations as a result of any decision issued by the FCC;
or

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(w) Final Bankruptcy Court Order. The entry of the Final Bankruptcy Court Order, in form
and substance satisfactory to the Administrative Agent, shall not have occurred by the date that is 45 days after
the date of entry of the Interim Bankruptcy Court Order; or

(x) Reorganization Plan. The withdrawal of the Reorganization Plan; or

(y) Disclosure Statement. The failure of the Credit Parties to obtain an order of the
Bankruptcy Court approving the disclosure statement with respect to the Reorganization Plan, within 45 days of
the filing of the Reorganization Plan; or
 (z) Order of the Bankruptcy Court. The failure of the Credit Parties to obtain an order of
the Bankruptcy Court confirming the Reorganization Plan under Section 1129 of the Bankruptcy Code, within 60
days of the approval of the disclosure statement; or

(aa) Substantial Consummation of Reorganization Plan. The failure of the effective date or
the substantial consummation of the Reorganization Plan to have occurred within 20 days of the date of the entry
of the confirmation order; provided that solely in the event such failure is caused by a delay in obtaining the
necessary approvals from the FCC, such 20-day period shall be extended to the earlier of (i) 10 Business Days
after receipt of the necessary approvals from the FCC and (ii) July 1, 2007; or

(bb) Network Affiliation Agreements. The termination, or material impairment of the rights
of the Company or any of its Subsidiaries under any Network Affiliation Agreement; or

(cc) Prepetition Payments. Except as permitted by the Bankruptcy Court Orders or as

otherwise agreed in writing by the Administrative Agent, the Company or any of its Subsidiaries shall make any
Prepetition Payment other than (i) Prepetition Payments authorized by the Bankruptcy Court in accordance with
‘first day’ orders and (ii) as expressly provided in Exhibit C to the Restructuring Support Agreement provided
that Silver Point Consent (as defined in the Restructuring Support Agreement) has been given in accordance with
the terms of the Restructuring Support Agreement; or

(dd) Committees. Unless none of the Credit Parties have prior notice of such appointment,
the failure of the Credit Parties to oppose the appointment of any official committee other than an official
unsecured creditors’ committee in the Chapter 11 Cases; provided that if none of the Credit Parties have prior
notice of such appointment, it shall be an Event of Default if the Credit Parties do not promptly file and diligently
pursue an objection to such appointment or motion for disbandment of such committee, in either case in form and
substance satisfactory to the Administrative Agent; or

(ee) Insolvency Event. An Insolvency Event shall occur with respect to any Non-Debtor
Subsidiary and such Subsidiary shall fail to become a Borrower hereunder and subject to the Reorganization
Plan, in each case, in accordance with Section 5.12 within 5 Business Days of such Insolvency Event;

90

THEN, and in any such event, the Collateral Agent may, and shall at the request of the Requisite Lenders, by notice
to the Administrative Borrower and subject to the terms of the Bankruptcy Court Orders, (i) terminate or reduce all
Commitments, whereupon all Commitments shall immediately be so terminated or reduced, (ii) declare all or any
portion of the Loans and Obligations then outstanding to be due and payable, whereupon all or such portion of the
aggregate principal of all Loans and Obligations, all accrued and unpaid interest thereon, all fees and all other
amounts payable under this Agreement and the other Credit Documents shall become due and payable immediately,
without further order of, or application to, the Bankruptcy Court (except as otherwise expressly provided in the
Bankruptcy Court Orders), presentment, demand, protest or further notice of any kind, all of which are hereby
expressly waived by each Credit Party and/or (iii) exercise any and all of its other rights and remedies under
applicable law (including, but not limited to, the Bankruptcy Code and the Uniform Commercial Code), hereunder
and under the other Credit Documents.

SECTION 9. AGENTS

9.1 Appointment of Agents. Silver Point is hereby appointed Administrative Agent and Collateral
Agent hereunder and under the other Credit Documents and each Lender hereby authorizes Silver Point, in such
capacity, to act as its agent in accordance with the terms hereof and the other Credit Documents. Each Agent hereby
agrees to act upon the express conditions contained herein and the other Credit Documents, as applicable. The
provisions of this Section 9 are solely for the benefit of Agents and Lenders and no Credit Party or any Subsidiary
thereof shall have any rights as a third party beneficiary of any of the provisions thereof. In performing its functions
and duties hereunder, each Agent shall act solely as an agent of Lenders and does not assume and shall not be
deemed to have assumed any obligation towards or relationship of agency or trust with or for the Company or any of
its Subsidiaries.

9.2 Powers and Duties. Each Lender irrevocably authorizes each Agent to take such action on such
Lender’s behalf and to exercise such powers, rights and remedies and perform such duties hereunder and under the
other Credit Documents as are specifically delegated or granted to such Agent by the terms hereof and thereof,
together with such actions, powers, rights and remedies as are reasonably incidental thereto. Each Agent shall have
only those duties and responsibilities that are expressly specified herein and the other Credit Documents. Each
Agent may exercise such powers, rights and remedies and perform such duties by or through its agents or
employees. No Agent shall have or be deemed to have, by reason hereof or any of the other Credit Documents, a
fiduciary relationship in respect of any Lender; and nothing herein or any of the other Credit Documents, expressed
or implied, is intended to or shall be so construed as to impose upon any Agent any obligations in respect hereof or
any of the other Credit Documents except as expressly set forth herein or therein.

9.3 General Immunity.

(a) No Responsibility for Certain Matters. No Agent shall be responsible to any Lender for
the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency hereof or any other
Credit Document or for any representations, warranties,

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recitals or statements made herein or therein or made in any written or oral statements or in any financial or other
statements, instruments, reports or certificates or any other documents furnished or made by any Agent to
Lenders or by or on behalf of any Credit Party to any Agent or any Lender in connection with the Credit
Documents and the transactions contemplated thereby or for the financial condition or business affairs of any
Credit Party or any other Person liable for the payment of any Obligations, nor shall any Agent be required to
ascertain or inquire as to the performance or observance of any of the terms, conditions, provisions, covenants or
agreements contained in any of the Credit Documents or as to the use of the proceeds of the Loans or as to the
existence or possible existence of any Event of Default or Default or to make any disclosures with respect to the
foregoing. Anything contained herein to the contrary notwithstanding, Administrative Agent shall not have any
liability arising from confirmations of the amount of outstanding Loans or the component amounts thereof.

(b) Exculpatory Provisions. No Agent nor any of its officers, partners, directors, employees
or agents shall be liable to Lenders for any action taken or omitted by any Agent under or in connection with any
of the Credit Documents except to the extent caused by such Agent’s gross negligence or willful misconduct as
determined by a court of competent jurisdiction in a final, nonappealable order. Each Agent shall be entitled to
refrain from any act or the taking of any action (including the failure to take an action) in connection herewith or
any of the other Credit Documents or from the exercise of any power, discretion or authority vested in it
hereunder or thereunder unless and until such Agent shall have received instructions in respect thereof from
Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 12.5) or, in
the case of the Collateral Agent, in accordance with the any applicable Collateral Document, and, upon receipt of
such instructions from Requisite Lenders (or such other Lenders, as the case may be), or in accordance with the
applicable Collateral Document, as the case may be, such Agent shall be entitled to act or (where so instructed)
refrain from acting, or to exercise such power, discretion or authority, in accordance with such
instructions. Without prejudice to the generality of the foregoing, (i) each Agent shall be entitled to rely, and
shall be fully protected in relying, upon any communication, instrument or document believed by it to be genuine
and correct and to have been signed or sent by the proper Person or Persons, and shall be entitled to rely and shall
be protected and free from liability in relying on opinions and judgments of attorneys (who may be attorneys for
the Credit Parties), accountants, experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever against any Agent as a result of such Agent acting or (where so instructed)
 refraining from acting hereunder or any of the other Credit Documents in accordance with the instructions of
Requisite Lenders (or such other Lenders as may be required to give such instructions under Section 12.5) or, in
the case of the Collateral Agent, in accordance with the applicable Collateral Document.

(c) Notice of Default. The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default, except with respect to Events of Default in the
payment of principal, interest and fees required to be paid to Administrative Agent for the account of the Lenders,
unless Administrative Agent shall have received written notice from a Lender or the Borrowers referring to this
Agreement, describing

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such Default or Event of Default and stating that such notice is a “notice of default.” The Administrative Agent
will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with
respect to any such Default or Event of Default as may be directed by the Requisite Lenders in accordance with
Section 8; provided, however, that unless and until Administrative Agent has received any such direction,
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

9.4 Agents Entitled to Act as Lender. The agency hereby created shall in no way impair or affect
any of the rights and powers of, or impose any duties or obligations upon, any Agent in its individual capacity as a
Lender hereunder. With respect to its participation in the Loans, each Agent shall have the same rights and powers
hereunder as any other Lender and may exercise the same as if it were not performing the duties and functions
delegated to it hereunder, and the term “Lender” shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. Any Agent and its Affiliates may accept deposits from, lend money to, own
securities of, and generally engage in any kind of banking, trust, financial advisory or other business with the
Borrowers or any of their Affiliates as if it were not performing the duties specified herein, and may accept fees and
other consideration from Borrowers for services in connection herewith and otherwise without having to account for
the same to Lenders.

9.5 Lenders’ Representations, Warranties and Acknowledgment.

(a) Each Lender represents and warrants that it has made its own independent investigation
of the financial condition and affairs of Company and its Subsidiaries, without reliance upon any Agent or any
other Lender and based on such documents and information as it has deemed appropriate, in connection with
Loan Extensions hereunder and that it has made and shall continue to make its own appraisal of the
creditworthiness of Company and its Subsidiaries. No Agent shall have any duty or responsibility, either initially
or on a continuing basis, to make any such investigation or any such appraisal on behalf of Lenders or to provide
any Lender with any credit or other information with respect thereto, whether coming into its possession before
the making of the Loans or at any time or times thereafter, and no Agent shall have any responsibility with
respect to the accuracy of or the completeness of any information provided to Lenders.

(b) Each Lender, by delivering its signature page to this Agreement shall be deemed to have
acknowledged receipt of, and consented to and approved, each Credit Document and each other document
required to be approved by any Agent, Requisite Lenders or Lenders, as applicable on the Closing Date.

9.6 Right to Indemnity. Each Lender, in proportion to its Pro Rata Share, severally agrees to
indemnify each Agent, their Affiliates and their respective officers, partners, directors, trustees, employees,
representatives and agents of each Agent (each, an “Indemnitee Agent Party”), to the extent that such Indemnitee
Agent Party shall not have been reimbursed by any Credit Party, for and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements) or
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disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against such
Indemnitee Agent Party in exercising its powers, rights and remedies or performing its duties hereunder or under the
other Credit Documents or otherwise in its capacity as such Indemnitee Agent Party in any way relating to or arising
out of this Agreement or the other Credit Documents, IN ALL CASES, WHETHER OR NOT CAUSED BY OR
ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE
NEGLIGENCE OF SUCH AGENT; provided, no Lender shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from
such Indemnitee Agent Party’s gross negligence or willful misconduct as determined by a court of competent
jurisdiction in a final, nonappealable order. If any indemnity furnished to any Indemnitee Agent Party for any
purpose shall, in the opinion of such Indemnitee Agent Party, be insufficient or become impaired, such Indemnitee
Agent Party may call for additional indemnity and cease, or not commence, to do the acts indemnified against until
such additional indemnity is furnished; provided, in no event shall this sentence require any Lender to indemnify
any Indemnitee Agent Party against any liability, obligation, loss, damage, penalty, action, judgment, suit, cost,
expense or disbursement in excess of such Lender’s Pro Rata Share thereof; and provided further, this sentence shall
not be deemed to require any Lender to indemnify any Indemnitee Agent Party against any liability, obligation, loss,
damage, penalty, action, judgment, suit, cost, expense or disbursement described in the proviso in the immediately
preceding sentence.

9.7 Successor Administrative Agent.

(a) Administrative Agent may resign at any time by giving thirty (30) days’ prior written
notice thereof to Lenders and Administrative Borrower. Upon any such notice of resignation, Requisite Lenders
shall have the right, upon five Business Days’ notice to Administrative Borrower, to appoint a successor
Administrative Agent. If no successor shall have been so appointed by the Requisite Lenders and shall have
accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent from among the Lenders. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative
Agent and the retiring Administrative Agent shall promptly (i) transfer to such successor Administrative Agent
all sums, Securities and other items of Collateral held by it, together with all records and other documents
necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent
under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such
amendments to financing statements, and take such other actions, as may be necessary or appropriate in
connection with the assignment to such successor Administrative Agent of the security interests created under the
Collateral Documents, whereupon such retiring Administrative Agent shall be discharged from its duties and
obligations hereunder. After any retiring Administrative Agent’s resignation hereunder as Administrative Agent,
the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent hereunder.

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(b) Notwithstanding anything herein to the contrary, Administrative Agent may assign its
rights and duties as Administrative Agent hereunder to an Affiliate of Silver Point without the prior written
consent of, or prior written notice to, Administrative Borrower or the Lenders; provided that Administrative
Borrower and the Lenders may deem and treat such assigning Administrative Agent as Administrative Agent for
all purposes hereof, unless and until such assigning Administrative Agent provides written notice to
Administrative Borrower and the Lenders of such assignment. Upon such assignment such Affiliate shall
succeed to and become vested with all rights, powers, privileges and duties as Administrative Agent hereunder
and under the other Credit Documents.

(c) Delegation of Duties. Administrative Agent may perform any and all of its duties and
exercise its rights and powers under this Agreement or under any other Credit Document by or through any one
or more sub-agents appointed by Administrative Agent. Administrative Agent and any such sub-agent may
perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The
exculpatory, indemnification and other provisions of this Section 9.3 and Section 9.6 shall apply to any the
Affiliates of Administrative Agent and shall apply to their respective activities in connection with the syndication
of the credit facilities provided for herein as well as activities as Administrative Agent. All of the rights, benefits
and privileges (including the exculpatory and indemnification provisions) of this Section 9.3 and of Section 9.6
shall apply to any such sub-agent and to the Affiliates of any such sub-agent, and shall apply to their respective
activities as sub-agent as if such sub-agent and Affiliates were named herein. Notwithstanding anything herein to
the contrary, with respect to each sub-agent appointed by Administrative Agent, (i) such sub-agent shall be a
third party beneficiary under this Agreement with respect to all such rights, benefits and privileges (including
exculpatory and rights to indemnification) and shall have all of the rights, benefits and privileges of a third party
beneficiary, including an independent right of action to enforce such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other Person,
against any or all of the Credit Parties and the Lenders, (ii) such rights, benefits and privileges (including
exculpatory rights and rights to indemnification) shall not be modified or amended without the consent of such
sub-agent, and (iii) such sub-agent shall only have obligations to Administrative Agent and not to any Credit
Party, Lender or any other Person and no Credit Party, Lender or any other Person shall have the rights, directly
or indirectly, as a third party beneficiary or otherwise, against such sub-agent.

9.8 Collateral Documents and Guaranty.

(a) Agents under Collateral Documents and Guaranty. Each Lender hereby further
irrevocably authorizes Administrative Agent or Collateral Agent, as applicable, on behalf of and for the benefit of
Lenders, to be the agent for and representative of Lenders with respect to any Guaranty, the Collateral and the
Collateral Documents. Subject to Section 12.5, without further written consent or authorization from Lenders,
Administrative Agent or Collateral Agent, as applicable, may execute any documents or instruments necessary to
(i) release any Lien encumbering any item of Collateral that is the subject of a sale or other disposition of assets
permitted hereby or to which Requisite Lenders (or such other Lenders as may be required to give such consent
under Section 12.5) have otherwise consented, or (ii) release any Guarantor from the Guaranty pursuant to
Section 5.10 or otherwise or with respect to which Requisite Lenders (or such other Lenders as may be required
to give such consent under Section 12.5) have otherwise consented.

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(b) Right to Realize on Collateral and Enforce any Guaranty. Anything contained in any of
the Credit Documents to the contrary notwithstanding, Borrowers, Administrative Agent, Collateral Agent and
each Lender hereby agree that (i) no Lender shall have any right individually to realize upon any of the Collateral
or to enforce any Guaranty, it being understood and agreed that all powers, rights and remedies hereunder may be
exercised solely by Administrative Agent, on behalf of Lenders in accordance with the terms hereof and all
powers, rights and remedies under the Collateral Documents may be exercised solely by Collateral Agent, and (ii)
in the event of a foreclosure by Collateral Agent on any of the Collateral pursuant to a public or private sale,
Collateral Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and
Collateral Agent, as agent for and representative of Secured Parties (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be entitled, for
the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the
Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the
purchase price for any collateral payable by Collateral Agent at such sale.
 9.9 Posting of Approved Electronic Communications.

(a) Delivery of Communications. Each Credit Party hereby agrees, unless directed
otherwise by Administrative Agent or unless the electronic mail address referred to below has not been provided
by Administrative Agent to such Credit Party that it will, or will cause its Subsidiaries to, provide to
Administrative Agent all information, documents and other materials that it is obligated to furnish to
Administrative Agent or to the Lenders pursuant to the Credit Documents, including all notices, requests,
financial statements, financial and other reports, certificates and other information materials, but excluding any
such communication that (i) is or relates to a Funding Notice or a Interest Election Request, (ii) relates to the
payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii)
provides notice of any Default under this Agreement or any other Credit Document or (iv) is required to be
delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any Loan or other
extension of credit hereunder (all such non-excluded communications being referred to herein, collectively, as
“Communications”), by transmitting the Communications in an electronic/soft medium that is properly
identified in a format acceptable to Administrative Agent to an electronic mail address as directed by
Administrative Agent. In addition, each Credit Party agrees, and agrees to cause its Subsidiaries, to continue to
provide the Communications to Administrative Agent or the Lenders, as the case may be, in the manner specified
in the Credit Documents but only to the extent requested by Administrative Agent.

(b) Platform. Each Credit Party further agrees that Administrative Agent may make the
Communications available to the Lenders by posting the Communications on Intralinks or a substantially similar
electronic transmission system (the “Platform”).

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(c) No Warranties as to Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE”. THE INDEMNITEES DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS IS MADE BY THE
INDEMNITEES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM. IN NO
EVENT SHALL THE INDEMNITEES HAVE ANY LIABILITY TO ANY LENDER OR ANY OTHER
PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND
INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF
ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET,
EXCEPT TO THE EXTENT THE LIABILITY OF ANY INDEMNITEES IS FOUND IN A FINAL,
NONAPPEALABLE ORDER BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
PRIMARILY FROM SUCH INDEMNITEE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

(d) Delivery Via Platform. Administrative Agent agrees that the receipt of the
Communications by Administrative Agent at its electronic mail address set forth above shall constitute effective
delivery of the Communications to Administrative Agent for purposes of the Credit Documents. Each Lender
agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been
posted to the Platform shall constitute effective delivery of the Communications to such Lender for purposes of
the Credit Documents. Each Lender agrees to notify Administrative Agent in writing (including by electronic
communication) from time to time of such Lender’s electronic mail address to which the foregoing notice may be
sent by electronic transmission and that the foregoing notice may be sent to such electronic mail address.

(e) No Prejudice to Notice Rights. Nothing herein shall prejudice the right of
Administrative Agent or any Lender to give any notice or other communication pursuant to any Credit Document
 in any other manner specified in such Credit Document.

SECTION 10. SECURITY AND

ADMINISTRATIVE PRIORITY

10.1 Prepetition Obligations. Each of the Credit Parties hereby acknowledges, confirms and agrees
that the Company and its Subsidiaries are indebted to the Prepetition Agents and the Prepetition Indebtedness
Holders for the Prepetition Obligations, as of the Filing Date, (a) in an aggregate principal amount of not less than
$70,000,000 plus accrued and unpaid interest of at least $273,287.67, plus fees, costs, and expenses incurred in
connection therewith, in respect of Prepetition Obligations under the Prepetition Credit Agreement and (b) in an
aggregate principal amount of not less than $405,000,000, plus accrued and unpaid interest of at least $20,899,582,
plus fees, costs, and expenses incurred in connection therewith (including

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attorneys’ fees), including the repayment premiums, if any, owing under the Senior Secured Notes, in respect of
Prepetition Obligations related to the Senior Secured Notes Indenture, in each case, indemnities, reimbursement
obligations and other charges now or hereafter owed by the Company and its Subsidiaries to the Prepetition Agents
and the Prepetition Indebtedness Holders pursuant to the terms of the Prepetition Credit Agreement and the Senior
Secured Notes Indenture, all of which are unconditionally owing by the Company and its Subsidiaries to the
Prepetition Agents and the Prepetition Indebtedness Holders, without offset, defense or counterclaim of any kind,
nature and description whatsoever.

10.2 Acknowledgment of Security Interests. As of the Filing Date, each of the Borrowers hereby
acknowledges, confirms and agrees (and hereby agrees that it will not dispute, challenge or otherwise contest) that
(a) the Prepetition Agents and the Prepetition Indebtedness Holders have valid, enforceable and perfected first
priority and senior liens (subject only to “Permitted Liens” (as defined in the Prepetition Credit Documents) upon
and security interests in all of the Collateral (as defined in the Prepetition Credit Documents) granted pursuant to the
Prepetition Credit Documents and the other “Collateral Documents” (as defined in the Prepetition Credit
Documents) as in effect on the Filing Date to secure all of the Prepetition Obligations and (b) such Liens are not
subject to avoidance, reduction, disallowance, impairment or subordination pursuant to the Bankruptcy Code or
applicable non-bankruptcy law.

10.3 Binding Effect of Documents. Each of the Borrowers hereby acknowledges, confirms and
agrees (and hereby agrees that it will not dispute, challenge or otherwise contest) that (a) each of the Prepetition
Credit Documents and the other “Collateral Documents” (as defined in the Prepetition Credit Documents) to which
it is a party is in full force and effect as of the date hereof, (b) the agreements and obligations of the Company and
each of its Subsidiaries contained in the Prepetition Credit Documents and the other “Collateral Documents” (as
defined in the Prepetition Credit Documents) constitute the legal, valid and binding obligations of each of the
Company and its Subsidiaries enforceable against each of them in accordance with their respective terms and neither
the Company nor any of its Subsidiaries has any valid defense, offset or counterclaim to the enforcement of such
obligations and (c) the Prepetition Agents and the Prepetition Indebtedness Holders are and shall be entitled to all of
the rights, remedies and benefits provided for in the Prepetition Credit Documents and the other “Collateral
Documents” (as defined in the Prepetition Credit Documents), except to the extent clauses (b) and (c) above are
subject to the automatic stay under the Bankruptcy Code upon commencement of the Chapter 11 Cases.

10.4 Collateral; Grant of Lien and Security Interest.

(a) Pursuant to the Bankruptcy Court Orders and in accordance with the terms thereof, as
security for the full and timely payment and performance of all of the Obligations, the Borrowers hereby, assign,
pledge and grant to the Collateral Agent, for the benefit of the Agents and the Lenders (the “Secured Parties”), a
security interest in and to and Lien on all of the property, assets or interests in property or assets of such Person,
of any kind or nature whatsoever, real or personal, tangible and intangible now existing or hereafter acquired or
 created, including, without limitation, all property of the “estate” (within the meaning of the Bankruptcy Code) of
the Borrowers, and all accounts, inventory, goods, contract rights,

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instruments, documents, chattel paper, patents, trademarks, copyrights and licenses therefor, general intangibles,
payment intangibles, letters of credit, letter-of-credit rights, supporting obligations, machinery and equipment,
real property (including all Facilities), fixtures, leases, all (or, in the case of a Foreign Subsidiary, 65%) of the
issued and outstanding Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2))
and all of the issued and outstanding Capital Stock not entitled to vote (within the meaning of Treas. Reg.
Section 1.956-2(c)(2)) of each Subsidiary of the Company, all of the Capital Stock of all other Persons that are
not Subsidiaries directly owned by the Company, money, investment property, deposit accounts, all commercial
tort claims and other causes of action (other than Avoidance Actions), the proceeds of all Avoidance Actions, all
Cash Collateral (as defined in the Interim Bankruptcy Court Order), and all cash and non-cash proceeds, rents,
products, substitutions, accessions and profits of any of collateral described above (all property of the Borrowers
subject to the security interest referred to in this 10.4(a) being hereinafter, collectively, referred to as the
“Collateral”).

(b) Upon entry of the Interim Bankruptcy Court Order or Final Bankruptcy Court Order and
subject to the terms thereof, as the case may be, the Liens and security interests in favor of the Collateral Agent
referred to in 10.4(a) hereof shall be valid and perfected Liens and security interests in the Collateral, prior to all
other Liens and security interests in the Collateral (subject to Permitted Priority Liens and any action required
under foreign law with respect to the Capital Stock of Foreign Subsidiaries solely to the extent that such foreign
law is applicable). Such Liens and security interests and their priority shall remain in effect until the total
Commitment shall have been terminated and all Obligations shall have been repaid in cash in full.

(c) Notwithstanding anything herein to the contrary (i) all proceeds received by the Agents
and the Lenders from the Collateral subject to the Liens granted in this 10.4 and in each other Credit Document
and by the Bankruptcy Court Orders shall be subject to the prior payment of Carve-Out Expenses to the extent set
forth in clause ”first” of the definition of the term “Agreed Administrative Expense Priorities”, and (ii) no Person
entitled to Carve-Out Expenses shall be entitled to sell or otherwise dispose, or seek or object to the sale or other
disposition, of any Collateral.

(d) Notwithstanding anything herein to the contrary, for the avoidance of doubt, the parties
hereby agree that the term “Collateral” shall not include any FCC License held by any Borrower to the extent that
any requirement of law applicable thereto prohibits the creation of a security interest therein but shall include: (i)
the right to receive any payment of money (including, without limitation, general intangibles for money due or to
become due); and (ii) any proceeds, products, offspring, accessions, rents, profits, income, benefits, substitutions
or replacements of any FCC License (unless such proceeds, products, offspring, accessions, rents, profits,
income, benefits, substitutions or replacements itself would constitute an FCC License to the extent that any
requirements of law applicable thereto prohibits the creation of a security interest therein).

99

10.5 Administrative Priority. Each Borrower agrees that its Obligations shall constitute allowed
administrative expenses in the Chapter 11 Cases, having priority over all administrative expenses of and unsecured
claims against such Person now existing or hereafter arising, of any kind or nature whatsoever, including, without
limitation, all administrative expenses of the kind specified in, or arising or ordered under, Sections 105, 326, 328,
330, 331, 503(b), 506(c), 507(a), 507(b), 546(c), 726 and 1114 of the Bankruptcy Code, subject only to the prior
payment of amounts to the extent set forth in clause ”first” of the definition of the term “Agreed Administrative
Expense Priorities”.

10.6 Grants, Rights and Remedies. The Liens and security interests granted pursuant to Section
10.4(a) hereof and the administrative priority granted pursuant to Section 10.5 hereof may be independently granted
by the Credit Documents and by other Credit Documents hereafter entered into. This Agreement, the Bankruptcy
Court Orders and such other Credit Documents supplement each other, and the grants, priorities, rights and remedies
of the Agents and the Lenders hereunder and thereunder are cumulative.

10.7 No Filings Required. The Liens and security interests referred to herein shall be deemed valid
and perfected by entry of the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case may
be, and entry of the Interim Bankruptcy Court Order shall have occurred on or before the date of any Loan prior to
the Final Period and entry of the Final Bankruptcy Court Order shall have occurred on or before the date of any
Loan during the Final Period. The Collateral Agent shall not be required to file any financing statements,
mortgages, notices of Lien or similar instruments in any jurisdiction or filing office, take possession or control of
any Collateral, or take any other action in order to validate or perfect the Lien and security interest granted by or
pursuant to this Agreement, the Interim Bankruptcy Court Order or the Final Bankruptcy Court Order, as the case
may be, or any other Credit Document.

10.8 Survival. The Liens, lien priority, administrative priorities and other rights and remedies granted
to the Agents and the Lenders pursuant to this Agreement, the Bankruptcy Court Orders and the other Credit
Documents (specifically including, but not limited to, the existence, perfection and priority of the Liens and security
interests provided herein and therein, and the administrative priority provided herein and therein) shall not be
modified, altered or impaired in any manner by any other financing or extension of credit or incurrence of
Indebtedness by the Borrowers (pursuant to Section 364 of the Bankruptcy Code or otherwise), or by any dismissal
or conversion of any of the Chapter 11 Cases, or by any other act or omission whatsoever. Without limitation,
notwithstanding any such order, financing, extension, incurrence, dismissal, conversion, act or omission:

(a) except to the extent set forth in clause ”first” of the definition of the term “Agreed
Administrative Expense Priorities” as set forth in Section 10.5, no costs or expenses of administration which have
been or may be incurred in the Chapter 11 Cases or any conversion of the same or in any other proceedings
related thereto, and no priority claims, are or will be prior to or on parity with any claim of the Agents and the
Lenders against the Borrowers in respect of any Obligation;

(b) the Liens in favor of the Agents and the Lenders set forth in Section 10.4(a) hereof shall
constitute valid and perfected first priority Liens and security

100

interests, and shall be prior to all other Liens and security interests, now existing or hereafter arising, in favor of
any other creditor or any other Person whatsoever (subject to Permitted Priority Liens and any action required
under foreign law with respect to the Capital Stock of Foreign Subsidiaries solely to the extent that such foreign
law is applicable); and

(c) the Liens in favor of the Agents and the Lenders set forth herein and in the other Credit
Documents shall continue to be valid and perfected without the necessity that the Collateral Agent file financing
statements or mortgages, take possession or control of any Collateral, or otherwise perfect its Lien under
applicable non-bankruptcy law.

SECTION 11. MANAGEMENT, COLLECTION

AND STATUS OF ACCOUNTS RECEIVABLE AND OTHER
 COLLATERAL

11.1 Collection of Accounts Receivable; Management of Collateral.

(a) After the occurrence and during the continuance of an Event of Default, the Collateral
Agent or its designee may, and at the request of the Requisite Lenders, the Collateral Agent shall, send a notice of
assignment and/or notice of the Collateral Agent’s security interest to any and all Account Debtors or third
parties holding or otherwise concerned with any of the Collateral, and thereafter the Collateral Agent or its
designee shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and
the books and records relating thereto.

(b) Subject to the entry and the terms of the Bankruptcy Court Orders, the Borrowers hereby
appoint the Collateral Agent or its designee on behalf of the Collateral Agent as the Borrowers’ attorney-in-fact
with power exercisable during the continuance of an Event of Default to endorse the Borrower’s name upon any
notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts
Receivable, to sign any Borrower’s name on any invoice or bill of lading relating to any of the Accounts
Receivable, drafts against Account Debtors with respect to Accounts Receivable, assignments and verifications
of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable, to send verification
of Accounts Receivable, and to notify the Postal Service authorities to change the address for delivery of mail
addressed to any Borrower to such address as the Collateral Agent or such designee may designate and to do all
other acts and things necessary to carry out this Agreement. All acts of said attorney or designee are hereby
ratified and approved, and said attorney or designee shall not be liable for any acts of omission or commission
(other than acts of omission or commission constituting gross negligence or willful misconduct as determined by
a final judgment of a court of competent jurisdiction), or for any error of judgment or mistake of fact or law not
constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent
jurisdiction; this power being coupled with an interest is irrevocable until all of the Loans and other Obligations
under the Credit Documents are paid in full and all of the Credit Documents are terminated.

(c) Nothing herein contained shall be construed to constitute any Agent as agent of any
Borrower for any purpose whatsoever, and the Agents shall not be responsible or liable for any shortage,
discrepancy, damage, loss or destruction of any part of

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the Collateral wherever the same may be located and regardless of the cause thereof (other than from acts of
omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of
a court of competent jurisdiction). The Agents shall not, under any circumstance or in any event whatsoever,
have any liability for any error or omission or delay of any kind occurring in the settlement, collection or
payment of any of the Accounts Receivable or any instrument received in payment thereof or for any damage
resulting therefrom (other than acts of omission or commission constituting gross negligence or willful
misconduct as determined by a final judgment of a court of competent jurisdiction). The Agents, by anything
herein or in any assignment or otherwise, do not assume any of the obligations under any contract or agreement
assigned to any Agent and shall not be responsible in any way for the performance by any Borrower of any of the
terms and conditions thereof.

(d) If any Account Receivable includes a charge for any tax payable to any Governmental
Authority, each Agent is hereby authorized (but in no event obligated) in its discretion to pay the amount thereof
to the proper taxing authority for the applicable Borrower’s account and to charge the Borrowers therefor. The
Borrowers shall notify the Agents if any Account Receivable includes any taxes due to any such Governmental
Authority and, in the absence of such notice, the Agents shall have the right to apply the full proceeds of such
Account Receivable and shall not be liable for any taxes that may be due by reason of the sale and delivery
creating such Account Receivable.
 (e) Notwithstanding any other terms set forth in the Credit Documents, the rights and
remedies of the Agents and the Lenders herein provided, and the obligations of the Borrowers set forth herein, are
cumulative of, may be exercised singly or concurrently with, and are not exclusive of, any other rights, remedies
or obligations set forth in any other Credit Document or as provided by law.

11.2 Accounts Receivable Documentation. The Borrowers will at such intervals as the Collateral
Agent may reasonably require, execute and deliver confirmatory written assignments of the Accounts Receivable to
the Agents and furnish such further schedules and/or information as any such Agent may reasonably require relating
to the Accounts Receivable. The items to be provided under this Section 11.2 are to be in form reasonably
satisfactory to the Collateral Agent and are to be executed and delivered to the Agents from time to time solely for
their convenience in maintaining records of the Collateral. A Borrower’s failure to give any of such items to the
Agents shall not affect, terminate, modify or otherwise limit the Collateral Agent’s Lien on the Collateral. If the
Borrowers become aware of anything materially detrimental to any Borrower’s material customers’ credit, the
Borrowers will promptly advise the Agents thereof.

11.3 Status of Accounts Receivable and Other Collateral. With respect to Collateral of the
Borrowers at the time the Collateral becomes subject to the Collateral Agent’s Lien, each Borrower covenants,
represents and warrants: (a) to the best knowledge of such Borrower, each Account Receivable shall be a good and
valid account representing a bona fide indebtedness incurred or an amount owed by the Account Debtor therein
named; (b) all agreements, instruments and other documents relating to any Account Receivable shall be true and
correct and in all material respects what they purport to be; and (c) such Borrower shall maintain books and records
pertaining to said Collateral in such detail, form and scope as the Agents shall reasonably require.

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11.4 Collateral Custodian. Upon the occurrence and during the continuance of any Default or Event
of Default, the Collateral Agent or its designee may at any time and from time to time employ and maintain on the
premises of the Borrowers a custodian selected by the Collateral Agent or its designee who shall have full authority
to do all acts necessary to protect the Agents’ and the Lenders’ interests in the Collateral. Each Borrower hereby
agrees to, and to cause its Subsidiaries to, cooperate with any such custodian and to do whatever the Collateral
Agent or its designee may reasonably request to preserve the Collateral. All costs and expenses incurred by the
Collateral Agent or its designee by reason of the employment of the custodian shall be the responsibility of the
Borrowers and charged to the Loan Account.

SECTION 12. MISCELLANEOUS

12.1 Notices. Unless otherwise specifically provided herein, any notice or other communication herein
required or permitted to be given to a Credit Party or an Agent, shall be sent to such Person’s address as set forth on
Appendix B or in the other relevant Credit Document, and in the case of any Lender, the address as indicated on
Appendix B or otherwise indicated to Administrative Agent in writing. Each notice hereunder shall be in writing
and may be personally served, telexed or sent by telefacsimile or United States mail or courier service and shall be
deemed to have been given when delivered in person or by courier service and signed for against receipt thereof,
upon receipt of telefacsimile or telex, or three Business Days after depositing it in the United States mail with
postage prepaid and properly addressed; provided, no notice to any Agent shall be effective until received by such
Agent.

12.2 Expenses. Whether or not the transactions contemplated hereby shall be consummated,
Borrowers agrees to pay promptly, and in any event within five (5) days after written demand therefore, (a) all
reasonable and documented costs and expenses of preparation of the Credit Documents and any consents,
amendments, waivers or other modifications thereto; (b) all the costs of furnishing all opinions by counsel for
Company and the other Credit Parties; (c) the fees, expenses and disbursements of counsel to Agents in connection
with the negotiation, preparation, execution and administration of the Credit Documents and any consents,
amendments, waivers or other modifications thereto and any other documents or matters requested by
Administrative Borrower; (d) all the actual and documented costs and expenses of creating and perfecting Liens in
favor of Collateral Agent, for the benefit of Secured Parties pursuant hereto, including filing and recording fees,
expenses and amounts owed pursuant to Section 2.19(c) and (d), search fees, title insurance premiums and fees,
expenses and disbursements of counsel to each Agent and of counsel providing any opinions that any Agent or
Requisite Lenders may request in respect of the Collateral or the Liens created pursuant to the Collateral
Documents; (e) all reasonable and documented costs and fees, expenses and disbursements of any external auditors,
accountants, consultants or appraisers; (f) all reasonable and documented fees, costs and expenses of counsel
(excluding allocated costs of internal counsel) and of any appraisers, valuation experts, consultants, advisors and
agents employed or

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retained by any Agent and its counsels; (g) all reasonable and documented costs and expenses incurred by each
Agent in connection with the syndication of the Loans and Commitments and the negotiation, preparation and
execution of the Credit Documents and any consents, amendments, waivers or other modifications thereto and the
transactions contemplated thereby; and (h) after the occurrence of a Default or an Event of Default, all costs and
expenses, including attorneys’ fees (excluding allocated costs of internal counsel) and costs of settlement, incurred
by any Agent and Lenders in enforcing any Obligations of or in collecting any payments due from any Credit Party
hereunder or under the other Credit Documents by reason of such Default or Event of Default (including in
connection with the sale of, collection from, or other realization upon any of the Collateral or the enforcement of any
Guaranty) or, in connection with any refinancing or restructuring of the credit arrangements provided hereunder,
including without limitation the costs of any financial advisor, consultant or other outside experts retained by the
Administrative Agent or any Lender.

12.3 Indemnity.

(a) Except for Taxes, which shall be governed exclusively by Section 2.19, in addition to the
payment of expenses pursuant to Section 12.2, whether or not the transactions contemplated hereby shall be
consummated, each Credit Party agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay
and hold harmless, each Agent and Lender, their Affiliates and their respective officers, partners, directors,
trustees, employees, representatives and agents of each Agent and each Lender (each, an “Indemnitee”), from
and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR
ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE
NEGLIGENCE OF SUCH AGENT; provided, no Credit Party shall have any obligation to any Indemnitee
hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the
gross negligence or willful misconduct of that Indemnitee. To the extent that the undertakings to defend,
indemnify, pay and hold harmless set forth in this Section 12.3 may be unenforceable in whole or in part because
they are violative of any law or public policy, the applicable Credit Party shall contribute the maximum portion
that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified
Liabilities incurred by Indemnitees or any of them.

(b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit
Party hereby waives, any claim against Lenders, Agents and their respective Affiliates, directors, employees,
attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any
applicable legal requirement) arising out of, in connection with, as a result of, or in any way related to, this
Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred
to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof
or any act or omission or event occurring in connection therewith, and each Credit Party hereby waives, releases
and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not
known or suspected to exist in its favor.
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12.4 Set Off. In addition to any rights now or hereafter granted under applicable law and not by way
of limitation of any such rights, upon the occurrence of any Event of Default each Lender and its respective
Affiliates is hereby authorized by each Credit Party at any time or from time to time subject to the consent of
Administrative Agent (such consent not to be unreasonably withheld or delayed), without notice to any Credit Party
or to any other Person (other than Administrative Agent), any such notice being hereby expressly waived, to set off
and to appropriate and to apply any and all deposits (general or special, including Indebtedness evidenced by
certificates of deposit, whether matured or unmatured, but not including trust accounts (in whatever currency)) and
any other Indebtedness at any time held or owing by such Lender to or for the credit or the account of any Credit
Party (in whatever currency) against and on account of the obligations and liabilities of any Credit Party to such
Lender hereunder and under the other Credit Documents, including all claims of any nature or description arising
out of or connected hereto or with any other Credit Document, irrespective of whether or not (a) such Lender shall
have made any demand hereunder, (b) the principal of or the interest on the Loans or any other amounts due
hereunder shall have become due and payable pursuant to Section 2 and although such obligations and liabilities, or
any of them, may be contingent or unmatured or (c) such obligation or liability is owed to a branch or office of such
Lender different from the branch or office holding such deposit or obligation or such Indebtedness.

12.5 Amendments and Waivers.

(a) Requisite Lenders’ Consent. Subject to Sections 12.5(b) and 12.5(c), no amendment,
modification, termination or waiver of any provision of the Credit Documents, or consent to any departure by any
Credit Party therefrom, shall in any event be effective without the written concurrence of (i) in the case of this
Agreement, Administrative Agent and the Requisite Lenders or (ii) in the case of any other Credit Document,
Administrative Agent and, if party thereto, the Collateral Agent, with the consent of the Requisite Lenders.

(b) Affected Lenders’ Consent. Without the written consent of each Lender (other than a
Defaulting Lender) that would be affected thereby, no amendment, modification, termination, or consent shall be
effective if the effect thereof would:

(i) extend the scheduled final maturity of any Loan or Note of such Lender;

(ii) waive, reduce or postpone any scheduled repayment due such Lender
(but not prepayment);

(iii) reduce the rate of interest on any Loan of such Lender (other than any
amendment to the definition of “Default Rate” (which may be affected by consent of the Requisite
Lenders) and any waiver of any increase in the interest rate applicable to any Loan pursuant to Section 2.9)
or any fee payable hereunder;

(iv) extend the time for payment of any such interest or fees to such Lender;

(v) reduce the principal amount of any Loan;

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(vi) amend, modify, terminate or waive any provision of this Section 12.5(b) or
Section 12.5(c);

(vii) amend the definition of “Requisite Lenders” or “Pro Rata Share”;

 (viii) release all or substantially all of the Collateral or if more than one Guarantor at
such time, all or substantially all Guarantors from any Guaranty except as expressly provided in the Credit
Documents; or

(ix) consent to the assignment or transfer by any Credit Party of any of its rights
and obligations under any Credit Document;

provided, however, that the Fee Letter may be amended or modified, or the rights or privileges thereunder
waived, in a writing executed only by the parties thereto.

(c) Other Consents. No amendment, modification, termination or waiver of any provision

of the Credit Documents, or consent to any departure by any Credit Party therefrom, shall amend, modify,
terminate or waive any provision of Section 9 as the same applies to any Agent, or any other provision hereof as
the same applies to the rights or obligations of any Agent, in each case without the consent of such Agent.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, modification, waiver or consent hereunder, except that the Commitment of
such Lender may not be increased or extended without the consent of such Lender.

(d) Execution of Amendments, etc. Administrative Agent may, but shall have no obligation
to, with the concurrence of any Lender, execute amendments, modifications, waivers or consents on behalf of
such Lender. Any waiver or consent shall be effective only in the specific instance and for the specific purpose
for which it was given. No notice to or demand on any Credit Party in any case shall entitle any Credit Party to
any other or further notice or demand in similar or other circumstances. Any amendment, modification,
termination, waiver or consent effected in accordance with this Section 12.5 shall be binding upon each Lender at
the time outstanding, each future Lender and, if signed by a Credit Party, on such Credit Party.

12.6 Successors and Assigns; Participations.

(a) Generally. This Agreement shall be binding upon the parties hereto and their respective
successors and assigns and shall inure to the benefit of the parties hereto and the successors and assigns of
Lenders. No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated
by any Credit Party without the prior written consent of all Lenders (and any attempted assignment or transfer by
any Credit Party 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, their respective successors and
assigns permitted hereby and, to the extent expressly contemplated hereby, Affiliates of each of the Agents and
Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.

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(b) Register. The Borrowers, Administrative Agent and Lenders shall deem and treat the
Persons listed as Lenders in the Register as the holders and owners of the corresponding Commitments and Loans
listed therein for all purposes hereof, and no assignment or transfer of any such Commitment or Loan shall be
effective, in each case, unless and until an Assignment Agreement effecting the assignment or transfer thereof
shall have been delivered to and accepted by Administrative Agent and recorded in the Register as provided in
Section 12.6(e). Prior to such recordation, all amounts owed with respect to the applicable Commitment or Loan
shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent of
any Person who, at the time of making such request or giving such authority or consent, is listed in the Register
as a Lender shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans. Solely for the purposes of maintaining the Register and for tax purposes only
Administrative Agent shall be deemed to be acting on behalf of the Credit Parties.
 (c) Right to Assign. Each Lender shall have the right at any time to sell, assign or transfer
all or a portion of its rights and obligations under this Agreement, including all or a portion of its Commitment or
Loans owing to it or other Obligations (provided, however, that each such assignment shall be of a uniform, and
not varying, percentage of all rights and obligations under and in respect of any Loan and any related
Commitments) to any Person otherwise constituting an Eligible Assignee with the consent of Administrative
Agent; provided, each such assignment pursuant to this Section 12.6(c)(ii) shall be in an aggregate amount of not
less than $2,000,000 (or such lesser amount as may be agreed to by Administrative Agent or as shall constitute
the aggregate amount of the whole Commitment of the assigning Lender).

(d) Mechanics. The assigning Lender and the assignee thereof shall execute and deliver to
Administrative Agent an Assignment Agreement, together with such forms, certificates or other evidence, if any,
with respect to United States federal income tax withholding matters as the assignee under such Assignment
Agreement may be required to deliver to Administrative Agent pursuant to Section 2.19(e).

(e) Notice of Assignment. Upon its receipt and acceptance of a duly executed and
completed Assignment Agreement, any forms, certificates or other evidence required by this Agreement in
connection therewith, Administrative Agent shall record the information contained in such Assignment
Agreement in the Register, shall give prompt notice thereof to Administrative Borrower and shall maintain a
copy of such Assignment Agreement.

(f) Representations and Warranties of Assignee. Each Lender, upon execution and delivery
hereof or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants
as of the Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement)
that (i) it is an Eligible Assignee; (ii) it has experience and expertise in the making of or investing in
commitments or

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loans such as the applicable Commitments or Loans, as the case may be; and (iii) it will make or invest in, as the
case may be, its Commitments or Loans for its own account in the ordinary course of its business and without a
view to distribution of such Commitments or Loans within the meaning of the Securities Act or the Exchange Act
or other federal securities laws (it being understood that, subject to the provisions of this Section 12.6, the
disposition of such Loans or any interests therein shall at all times remain within its exclusive control).

(g) Effect of Assignment. Subject to the terms and conditions of this Section 12.6, as of the
“Effective Date” specified in the applicable Assignment Agreement: (i) the assignee thereunder shall have the
rights and obligations of a “Lender” hereunder to the extent such rights and obligations hereunder have been
assigned to it pursuant to such Assignment Agreement and shall thereafter be a party hereto and a “Lender” for
all purposes hereof; (ii) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder
have been assigned thereby pursuant to such Assignment Agreement, relinquish its rights (other than any rights
which survive the termination hereof under Section 12.8) and be released from its obligations hereunder (and, in
the case of an Assignment Agreement covering all or the remaining portion of an assigning Lender’s rights and
obligations hereunder, such Lender shall cease to be a party hereto; provided, anything contained in any of the
Credit Documents to the contrary notwithstanding, such assigning Lender shall continue to be entitled to the
benefit of all indemnities hereunder as specified herein with respect to matters arising out of the prior
involvement of such assigning Lender as a Lender hereunder); (iii) the Commitments shall be modified to reflect
the Commitment of such assignee and any Commitment of such assigning Lender, if any; and (iv) if any such
assignment occurs after the issuance of any Note hereunder, the assigning Lender shall, upon the effectiveness of
such assignment or as promptly thereafter as practicable, surrender its applicable Notes to Administrative Agent
for cancellation, and thereupon Borrowers shall issue and deliver new Notes, if so requested by the assignee
and/or assigning Lender, to such assignee and/or to such assigning Lender, with appropriate insertions, to reflect
the new Commitments and/or outstanding Loans of the assignee and/or the assigning Lender.
 (h) Participations. Each Lender shall have the right at any time to sell one or more
participations to any Person (other than Company, any of its Subsidiaries or any of its Affiliates) in all or any part
of its Commitments, Loans, Notes or in any other Lender Obligation. The holder of any such participation (a
“Participant”), other than an Affiliate of the Lender granting such participation, shall not be entitled to require
such Lender to take or omit to take any action hereunder except with respect to any amendment, modification or
waiver that would (i) extend the final scheduled maturity of any Loan or Note in which such Participant is
participating, or reduce the rate or extend the time of payment of interest or fees thereon (except any amendment
to the definition of “Default Rate” or in connection with a waiver of applicability of any post default increase in
interest rates) or reduce the principal amount thereof, or increase the amount of the Participant’s participation
over the amount thereof then in effect (it being understood that a waiver of any Default or Event of Default or of
a mandatory reduction in the Commitment shall not constitute a change in the terms of such participation, and
that an increase in any Commitment or Loan shall be permitted without the consent of any Participant if the
Participant’s participation is not increased as a result thereof), (ii) consent to the assignment or transfer by any
Credit Party of any of its rights and

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obligations under this Agreement, or (iii) release all or substantially all of the Collateral under the Collateral
Documents or all or substantially all of the Guarantors from the Guaranty (in each case, except as expressly
provided in the Credit Documents) supporting the Loans hereunder in which such Participant is
participating. Borrowers agree that each Participant shall be entitled, through the participating Lender, to the
benefits of Sections 2.17(c), 2.18 and 2.19 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to clause (c) of this Section; provided, (i) a Participant shall not be entitled to receive any
greater payment under Section 2.18 or 2.19 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 Borrowers’ prior written consent, and (ii) a Participant that would be a Non-U.S. Lender if it were a Lender
shall not be entitled to the benefits of Section 2.19 unless Administrative Borrower is notified of the participation
sold to such Participant and such Participant agrees, for the benefit of Borrowers, to comply with Section 2.19 as
though it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of
Section 12.4 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16 as though
it were a Lender.

(i) Certain Other Assignments. In addition to any other assignment permitted pursuant to
this Section 12.6, any Lender may assign, pledge and/or grant a security interest in, all or any portion of its
Loans, the other Obligations owed by or to such Lender, and its Notes, if any, to secure obligations of such
Lender including any Federal Reserve Bank as collateral security pursuant to Regulation A of the Board of
Governors of the Federal Reserve System and any operating circular issued by such Federal Reserve Bank;
provided, no Lender, as between Borrowers and such Lender, shall be relieved of any of its obligations hereunder
as a result of any such assignment and pledge, and provided further, in no event shall the applicable Federal
Reserve Bank, pledgee or trustee be considered to be a “Lender” or be entitled to require the assigning Lender to
take or omit to take any action hereunder.

12.7 Special Purpose Funding Vehicles. Notwithstanding anything to the contrary contained herein,
any Lender (“Granting Lender”) may grant to a special purpose funding vehicle (an SPC”), identified as such in
writing from time to time by the Granting Lender to Administrative Agent and the Borrowers, the option to provide
to the Borrowers all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the
Borrowers pursuant to this Agreement; provided that (x) nothing herein shall constitute a commitment by any SPC
to make any Loans and (y) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of
such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a
Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such
Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior indebtedness of any SPC, it will not institute against, or join any other
person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In addition,

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notwithstanding anything to the contrary contained in this clause, any SPC may (i) with notice to, but without the
prior written consent of, the Borrowers or Administrative Agent and without paying any processing fee therefor,
assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented
to by Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support
the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to
its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity
enhancement to such SPC. This Section may not be amended without the written consent of the SPC. Borrowers
acknowledge and agree, subject to the next sentence, that, to the fullest extent permitted under applicable law, each
SPC, for purposes of Sections 2.16, 2.17, 2.18, 2.19, 12.2, 12.3 and 12.4, shall be considered a Lender. Borrowers
shall not be required to pay any amount under Sections 2.16, 2.17, 2.18, 2.19, 12.2, 12.3 and 12.4 that is greater than
the amount which it would have been required to pay had no grant been made by a Granting Lender to a SPC.

12.8 Independence of Covenants. All covenants hereunder shall be given independent effect so that
if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an
exception to, or would otherwise be within the limitations of, another covenant shall not avoid the occurrence of a
Default or an Event of Default if such action is taken or condition exists.

12.9 Survival of Representations, Warranties and Agreements. All representations, warranties and
agreements made herein shall survive the execution and delivery hereof and the making of any Loan
Extension. Notwithstanding anything herein or implied by law to the contrary, the agreements of each Credit Party
set forth in Sections 2.17(c), 2.18, 2.19, 12.2, 12.3 and 12.4 and the agreements of Lenders set forth in Sections 2.16,
9.3(b) and 9.6 shall survive the payment of the Loans.

12.10 No Waiver; Remedies Cumulative. No failure or delay on the part of any Agent or any Lender
in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such
power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single
or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other
power, right or privilege. The rights, powers and remedies given to each Agent and each Lender hereby are
cumulative and shall be in addition to and independent of all rights, powers and remedies existing by virtue of any
statute or rule of law or in any of the other Credit Documents. Any forbearance or failure to exercise, and any delay
in exercising, any right, power or remedy hereunder shall not impair any such right, power or remedy or be
construed to be a waiver thereof, nor shall it preclude the further exercise of any such right, power or remedy.

12.11 Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any
obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or
all of the Obligations. To the extent that any Credit Party makes a payment or payments to Administrative Agent or
Lenders (or to Administrative Agent, on behalf of Lenders), or Administrative Agent, Collateral Agent or Lenders
enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of
such

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enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set
aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state
or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be
revived and continued in full force and effect as if such payment or payments had not been made or such
enforcement or setoff had not occurred.

12.12 Severability. In case any provision in or obligation hereunder or any Note or other Credit
Document shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the
remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way
be affected or impaired thereby.

12.13 Obligations Several; Independent Nature of Lenders’ Rights. The obligations of Lenders
hereunder are several and no Lender shall be responsible for the obligations or Commitment of any other Lender
hereunder. Nothing contained herein or in any other Credit Document, and no action taken by Lenders pursuant
hereto or thereto, shall be deemed to constitute Lenders as a partnership, an association, a joint venture or any other
kind of entity. The amounts payable at any time hereunder to each Lender shall be a separate and independent debt,
and each Lender shall be entitled to protect and enforce its rights arising out hereof and it shall not be necessary for
any other Lender to be joined as an additional party in any proceeding for such purpose.

12.14 Headings. Section headings herein are included herein for convenience of reference only and
shall not constitute a part hereof for any other purpose or be given any substantive effect.

12.15 APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK, EXCEPT TO THE
EXTENT NEW YORK LAW IS SUPERSEDED BY THE BANKRUPTCY CODE.

12.16 CONSENT TO JURISDICTION; SERVICE OF PROCESS AND VENUE.

ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT

OR ANY OTHER CREDIT DOCUMENT SHALL BE BROUGHT IN THE BANKRUPTCY COURT, AND,
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH CREDIT PARTY HEREBY
IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND
UNCONDITIONALLY, THE JURISDICTION OF THE BANKRUPTCY COURT. EACH CREDIT
PARTY HEREBY IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF THE
BANKRUPTCY COURT AND IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF
COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO THE
ADMINISTRATIVE BORROWER AT ITS ADDRESS

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FOR NOTICES AS SET FORTH IN SECTION 12.01. THE CREDIT PARTIES AGREE 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 HEREIN SHALL AFFECT THE RIGHT OF THE AGENTS
AND THE LENDERS TO SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST ANY CREDIT
PARTY IN ANY OTHER JURISDICTION. EACH CREDIT PARTY HEREBY EXPRESSLY AND
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER HAVE TO THE JURISDICTION OR LAYING OF VENUE OF
ANY SUCH LITIGATION BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH
LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY
CREDIT PARTY HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE)
WITH RESPECT TO ITSELF OR ITS PROPERTY, EACH CREDIT PARTY HEREBY IRREVOCABLY
WAIVES SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS AGREEMENT AND
THE OTHER CREDIT DOCUMENTS.

12.17 WAIVER OF JURY TRIAL

EACH CREDIT PARTY, EACH AGENT AND EACH LENDER HEREBY WAIVES ANY
RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
CONCERNING ANY RIGHTS UNDER THIS AGREEMENT OR THE OTHER CREDIT DOCUMENTS,
OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER
AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION
THEREWITH, OR ARISING FROM ANY FINANCING RELATIONSHIP EXISTING IN CONNECTION
WITH THIS AGREEMENT, AND AGREES THAT ANY SUCH ACTION, PROCEEDINGS OR
COUNTERCLAIM SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH
CREDIT PARTY CERTIFIES THAT NO OFFICER, REPRESENTATIVE, AGENT OR ATTORNEY OF
ANY AGENT OR ANY LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY
AGENT OR ANY LENDER WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR
COUNTERCLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS. EACH CREDIT PARTY
HEREBY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE
AGENTS AND THE LENDERS ENTERING INTO THIS AGREEMENT.

12.18 Confidentiality. Each Lender shall hold all non-public information regarding Company and its
Subsidiaries and their businesses clearly identified as such by Borrowers and obtained by such Lender pursuant to
the requirements hereof in accordance with such Lender’s customary procedures for handling confidential
information of such nature, it being understood and agreed by the Borrowers that, in any event, a Lender may make
(i) disclosures of such

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information to Affiliates of such Lender and to their directors, officers, employees, agents and advisors (and to other
persons authorized by a Lender or Agent to organize, present or disseminate such information in connection with
disclosures otherwise made in accordance with this Section 12.17), who shall be advised of the confidential nature
of the disclosures, (ii) disclosures of such information reasonably required by any bona fide or potential assignee,
transferee or participant in connection with the contemplated assignment, transfer or participation by such Lender of
any Loans or any participations therein, who shall be advised of the confidential nature of the disclosures, (iii)
disclosure to any rating agency when required by it, provided that, prior to any disclosure, such rating agency shall
undertake in writing to preserve the confidentiality of any confidential information relating to the Credit Parties
received by it from any of the Agents or any Lender, (iv) disclosures to any Lender’s financing sources, provided
that prior to any disclosure, such financing source is informed of the confidential nature of the information, (v)
disclosure of information which (A) becomes publicly available other than as a result of a breach of this Section
12.17 or (B) becomes available to Administrative Agent or any Lender on a non-confidential basis from a source
other than the Borrowers, and (vi) disclosures required or requested by any governmental agency or representative
thereof or by the NAIC or pursuant to legal or judicial process; provided, unless specifically prohibited by
applicable law or court order, each Lender shall make reasonable efforts to notify the Borrowers of any request by
any governmental agency or representative thereof (other than any such request in connection with any examination
of the financial condition or other routine examination of such Lender by such governmental agency) for disclosure
of any such non-public information prior to disclosure of such information. Notwithstanding the foregoing, on or
after the Closing Date, Administrative Agent may, at its own expense, issue news releases and publish “tombstone”
advertisements and other announcements relating to this transaction in newspapers, trade journals and other
appropriate media.
 12.19 Usury Savings Clause. Notwithstanding any other provision herein, the aggregate interest rate
charged or agreed to be paid with respect to any of the Obligations, including all charges or fees in connection
therewith deemed in the nature of interest under applicable law shall not exceed the Highest Lawful Rate. If the rate
of interest (determined without regard to the preceding sentence) under this Agreement at any time exceeds the
Highest Lawful Rate, the outstanding amount of the Loans made hereunder shall bear interest at the Highest Lawful
Rate until the total amount of interest due hereunder equals the amount of interest which would have been due
hereunder if the stated rates of interest set forth in this Agreement had at all times been in effect. In addition, if
when the Loans made hereunder are repaid in full the total interest due hereunder (taking into account the increase
provided for above) is less than the total amount of interest which would have been due hereunder if the stated rates
of interest set forth in this Agreement had at all times been in effect, then to the extent permitted by law, Borrowers
shall pay to Administrative Agent an amount equal to the difference between the amount of interest paid and the
amount of interest which would have been paid if the Highest Lawful Rate had at all times been in
effect. Notwithstanding the foregoing, it is the intention of Lenders and Borrowers to conform strictly to any
applicable usury laws. Accordingly, if any Lender contracts for, charges, or receives any consideration which
constitutes interest in excess of the Highest Lawful Rate, then any such excess shall be cancelled automatically and,
if previously paid, shall at such Lender’s option be applied to the outstanding amount of the Loans made hereunder
or be refunded to Borrowers. In determining whether the interest contracted for, charged, or received by
Administrative Agent or a Lender exceeds the Highest Lawful Rate, such Person may, to the extent permitted by
applicable law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or
unequal parts the total amount of interest, throughout the contemplated term of the Obligations hereunder.

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12.20 Counterparts. This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but
one and the same instrument.

12.21 Effectiveness. This Agreement shall become effective upon the execution of a counterpart hereof
by each of the parties hereto and receipt by Administrative Borrower and Administrative Agent of written or
telephonic notification of such execution and authorization of delivery thereof.

12.22 Patriot Act. Each Lender and Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies each Borrower that pursuant to the requirements of the Patriot Act, it is required to obtain, verify and
record information that identifies such Borrower, which information includes the name and address of such
Borrower and other information that will allow such Lender or Administrative Agent, as applicable, to identify such
Borrower in accordance with the Patriot Act.

12.23 Disclosure. Each Credit Party and each Lender hereby acknowledges and agrees that
Administrative Agent and/or its Affiliates and Related Funds from time to time may hold investments in, and make
other loans to, or have other relationships with any of the Credit Parties and their respective Affiliates. In addition,
each Credit Party and each Lender hereby acknowledges that that the Administrative Agent and/or affiliates of the
Administrative Agent and/or its Related Funds have also purchased certain equity interests in the Company.

12.24 Company as Agent for Borrowers. Each Borrower hereby irrevocably appoints the Company as
the borrowing agent and attorney-in-fact for the Borrowers (the “Administrative Borrower”) which appointment
shall remain in full force and effect unless and until the Agents shall have received prior written notice signed by all
of the Borrowers that such appointment has been revoked and that another Borrower has been appointed
Administrative Borrower. Each Borrower hereby irrevocably appoints and authorizes the Administrative Borrower
(i) to provide to the Agents and receive from the Agents all notices with respect to Loans obtained for the benefit of
any Borrower and all other notices and instructions under this Agreement and (ii) to take such action as the
Administrative Borrower deems appropriate on its behalf to obtain Loans and to exercise such other powers as are
reasonably incidental thereto to carry out the purposes of this Agreement. It is understood that the handling of the
Loan

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Accounts and Collateral of the Borrowers in a combined fashion, as more fully set forth herein, is done solely as an
accommodation to the Borrowers in order to utilize the collective borrowing powers of the Borrowers in the most
efficient and economical manner and at their request, and that neither the Agents nor the Lenders shall incur liability
to the Borrowers as a result hereof. Each of the Borrowers expects to derive benefit, directly or indirectly, from the
handling of the Loan Accounts and the Collateral in a combined fashion since the successful operation of each
Borrower is dependent on the continued successful performance of the integrated group. To induce the Agents and
the Lenders to do so, and in consideration thereof, each of the Borrowers hereby jointly and severally agrees to
indemnify the Indemnitees and hold the Indemnitees harmless against any and all liability, expense, loss or claim of
damage or injury, made against such Indemnitee by any of the Borrowers or by any third party whosoever, arising
from or incurred by reason of (a) the handling of the Loan Accounts and Collateral of the Borrowers as herein
provided, (b) the Agents and the Lenders relying on any instructions of the Administrative Borrower, or (c) any
other action taken by any Agent or any Lender hereunder or under the other Credit Documents. Notwithstanding the
foregoing, the Credit Parties shall not have any obligation to any Indemnitee under this Section 12.24 for any
liability, expense, loss or claim of damage or injury which is caused by the gross negligence or willful misconduct of
such Indemnitee, as determined by a final judgment of a court of competent jurisdiction.

12.25 Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the
purpose of perfecting Liens, for the benefit of Administrative Agent and the Lenders, in assets which, in accordance
with Article 9 of the UCC or any other applicable law can be perfected only by possession. Should any Lender
(other than Administrative Agent) obtain possession of any such Collateral, such Lender shall notify Administrative
Agent thereof, and, promptly upon Administrative Agent’s request therefore shall deliver such Collateral to
Administrative Agent or otherwise deal with such Collateral in accordance with Administrative Agent’s instructions.

12.26 Advertising and Publicity. No Credit Party shall, nor shall it permit any of its Subsidiaries to,
issue or disseminate to the public (by advertisement, including without limitation any “tombstone” advertisement,
press release or otherwise), submit for publication or otherwise cause or seek to publish any information describing
the credit or other financial accommodations made available by Lenders pursuant to this Agreement and the other
Credit Documents without the prior written consent of Administrative Agent. Nothing in the foregoing shall be
construed to prohibit any Credit Party from making any submission or filing which it is required to make by
applicable law or pursuant to judicial process; provided, that, (i) such filing or submission shall contain only such
information as is necessary to comply with applicable law or judicial process and (ii) unless specifically prohibited
by applicable law or court order, Administrative Borrower shall promptly notify Administrative Agent of the
requirement to make such submission or filing and provide Administrative Agent with a copy thereof.

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

BORROWERS

GRANITE BROADCASTING
CORPORATION
 By: /s/ Lawrence I. Wills
Name: Lawrence I. Wills
Title: Senior Vice President — Chief
Financial Officer

KBWB LICENSE, INC.

KBWB, INC.
WEEK-TV LICENSE, INC.,
WXON LICENSE, INC.
WXON, INC.

By: /s/ Lawrence I. Wills

Name: Lawrence I. Wills
Title: Vice President

Credit Agreement

SILVER POINT FINANCE, LLC,

as Administrative Agent

By: /s/ Richard Petrilli

Name: Richard Petrilli

Title: Authorized Signatory

Credit Agreement

SPCP GROUP III, LLC,

as Lender

By: /s/ Richard Petrilli

Name: Richard Petrilli

Title: Authorized Signatory

SPCP GROUP, LLC,

 as Lender

By: /s/ Richard Petrilli

Name: Richard Petrilli

Title: Authorized Signatory

Credit Agreement

APPENDIX A

TO CREDIT AGREEMENT

Loan Commitments

Lender Pro
Loan Commitment Rata Share
SPCP Group III, LLC 2,500,000 10%
SPCP Group, LLC 22,500,000 90%
Total $25,000,000.00 100%

Appendix A-1

APPENDIX B

TO CREDIT AGREEMENT

Notice Addresses

TO ANY CREDIT PARTY

767 Third Avenue, 34th Floor
New York, New York 10017
Attention: Lawrence I. Wills
Telecopier: (212) 826-2858

in each case, with a copy to:

Akin Gump Strauss Hauer & Feld LLP
1333 New Hampshire Avenue, N.W. Washington, DC 20036-1564
Attention: Russell Parks
Telecopier: (202) 887-4288
 Appendix B

SILVER POINT FINANCE, LLC

as Administrative Agent and Collateral Agent

Silver Point Finance, LLC,

as Administrative Agent and Collateral Agent
Two Greenwich Plaza, 1st Floor
Greenwich, CT 06830

Appendix B