AMENDED AND RESTATED CREDIT AGREEMENT

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JOURNAL COMMUNICATIONS, INC. | U.S. BANK NATIONAL ASSOCIATION

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Title: AMENDED AND RESTATED CREDIT AGREEMENT
Governing Law: Wisconsin Date: 12/8/2005
Industry: Printing and Publishing Law Firm: Quarles & Brady LLP Sector: Services

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 2, 2005

among

JOURNAL COMMUNICATIONS, INC.
as Borrower,

CERTAIN SUBSIDIARIES FROM TIME TO TIME
PARTIES HERETO,
as Guarantors,

THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO,

U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent and Joint Lead Arranger,

SUNTRUST BANK,
as Syndication Agent,

BANK OF AMERICA, N.A.,
as Co-Documentation Agent,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent,

and

SUNTRUST ROBINSON HUMPHREY,
a division of SUNTRUST CAPITAL MARKETS, INC.,
as Joint Lead Arranger and Sole Book Runner

		Page
ARTICLE I	DEFINITIONS	1
1.1	DEFINITIONS	1
1.2	OTHER DEFINITIONAL PROVISIONS	20
1.3	ACCOUNTING TERMS AND DETERMINATIONS	21
ARTICLE 2	CREDIT FACILITIES	21
2.1	REVOLVING LOANS	21
2.2	SWING LINE LOANS	23
2.3	INCREASE OF COMMITMENTS; ADDITIONAL LENDERS	24
ARTICLE 3	OTHER PROVISIONS RELATING TO CREDIT FACILITIES	26
3.1	DEFAULT RATE	26
3.2	EXTENSION AND CONVERSION	26
3.3	REDUCTIONS IN COMMITMENTS AND PREPAYMENTS	26
3.4	FEES	27
3.5	CAPITAL ADEQUACY	28
3.6	INABILITY TO DETERMINE INTEREST RATE	28
3.7	ILLEGALITY	28
3.8	REQUIREMENTS OF LAW	29
3.9	TAXES	30
3.10	INDEMNITY	31
3.11	PRO RATA TREATMENT	32
3.12	SHARING OF PAYMENTS	32
3.13	PLACE AND MANNER OF PAYMENTS	33
3.14	[RESERVED]	34
3.15	TRANSFERS AT BORROWER'S REQUEST	34
3.16	EFFECT OF AMENDMENT AND RESTATEMENT	34
ARTICLE 4	GUARANTY	35
4.1	THE GUARANTY	35
4.2	OBLIGATIONS UNCONDITIONAL	35
4.3	REINSTATEMENT	36
4.4	CERTAIN ADDITIONAL WAIVERS	36
4.5	REMEDIES	37
4.6	CONTINUING GUARANTEE	37
ARTICLE 5	CONDITIONS	37
5.1	CONDITIONS TO CLOSING DATE	37
5.2	CONDITIONS TO ALL LOANS	40
ARTICLE 6	REPRESENTATIONS AND WARRANTIES	40
6.1	FINANCIAL STATEMENTS	40
6.2	OWNERSHIP OF PROPERTIES; LIENS AND ENCUMBRANCES	41
6.3	CORPORATE EXISTENCE; COMPLIANCE WITH LAW	41
6.4	CORPORATE POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS	41
6.5	NO LEGAL BAR; NO DEFAULT	42
6.6	NO MATERIAL LITIGATION	42
6.7	INVESTMENT COMPANY ACT	42
6.8	FEDERAL REGULATIONS	42
6.9	ERISA	42

TABLE OF CONTENTS
(continued)

		Page
6.10	ENVIRONMENTAL MATTERS	43
6.11	USE OF PROCEEDS	44
6.12	SUBSIDIARIES	44
6.13	TAXES	44
6.14	SOLVENCY	44
6.15	ACCURACY OF INFORMATION	44
6.16	AMENDMENTS TO SCHEDULE 6.12 AND SCHEDULE 6.17	44
6.17	STATION LICENSES	45
6.18	FCC RULES AND REGULATIONS	45
6.19	OFAC	45
6.20	USA PATRIOT ACT	46
ARTICLE 7	AFFIRMATIVE COVENANTS	46
7.1	ANNUAL FINANCIAL STATEMENT	46
7.2	INTERIM FINANCIAL STATEMENTS	46
7.3	PAYMENT OF OBLIGATIONS	47
7.4	CONDUCT OF BUSINESS AND MAINTENANCE OF EXISTENCE	47
7.5	MAINTENANCE OF PROPERTY; INSURANCE	48
7.6	INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS	48
7.7	NOTICES	48
7.8	ENVIRONMENTAL LAWS	49
7.9	FINANCIAL COVENANTS	49
7.10	ADDITIONAL SUBSIDIARY GUARANTORS	50
7.11	STATION LICENSES	50
7.12	FCC FILINGS	50
ARTICLE 8	NEGATIVE COVENANTS	51
8.1	INDEBTEDNESS	51
8.2	LIENS	51
8.3	NATURE OF BUSINESS	51
8.4	CONSOLIDATION, MERGER, SALE OR PURCHASE OF ASSETS, ETC	51
8.5	HEDGING TRANSACTIONS	52
8.6	GUARANTEE OBLIGATIONS	52
8.7	TRANSACTIONS WITH AFFILIATES	52
8.8	OWNERSHIP OF SUBSIDIARIES	53
8.9	FISCAL YEAR	53
8.10	DIVIDENDS	53
8.11	CHANGES RELATING TO MATERIAL CONTRACTS	53
ARTICLE 9	EVENTS OF DEFAULT	53
ARTICLE 10	AGENCY PROVISIONS	56
10.1	APPOINTMENT	56
10.2	DELEGATION OF DUTIES	56
10.3	EXCULPATORY PROVISIONS	57
10.4	RELIANCE ON COMMUNICATIONS	57
10.5	NOTICE OF DEFAULT	57
10.6	NON-RELIANCE ON AGENT AND OTHER LENDERS	58
10.7	INDEMNIFICATION	58
10.8	AGENT IN ITS INDIVIDUAL CAPACITY	59
10.9	SUCCESSOR AGENT	59
10.10	JOINT LEAD ARRANGERS, SYNDICATION AGENT, DOCUMENTATION AGENT, AND SOLE BOOK RUNNER	59

TABLE OF CONTENTS
(continued)

		Page
ARTICLE 11	MISCELLANEOUS	59
11.1	AMENDMENTS, WAIVERS	59
11.2	NOTICES	60
11.3	NO WAIVER; CUMULATIVE REMEDIES	61
11.4	SURVIVAL OF REPRESENTATIONS AND WARRANTIES	62
11.5	PAYMENT OF EXPENSES AND TAXES	62
11.6	SUCCESSORS AND ASSIGNS; PARTICIPATIONS; PURCHASING LENDERS	63
11.7	SET-OFF	65
11.8	CONFIDENTIALITY	66
11.9	TABLE OF CONTENTS AND SECTION HEADINGS	66
11.10	COUNTERPARTS	67
11.11	SEVERABILITY	67
11.12	INTEGRATION	67
11.13	GOVERNING LAW	67
11.14	GOVERNMENT APPROVAL	67
11.15	CONSENT TO JURISDICTION AND VENUE	68
11.16	ACKNOWLEDGEMENTS	68
11.17	WAIVERS OF JURY TRIAL	68
11.18	LIMITATION OF LIABILITY	68

iii

Schedules

Schedule 2.1(a)	Commitments
Schedule 2.1(d)	Applicable Percentages
Schedule 6.1	Fiscal Quarters
Schedule 6.10	Environmental Matters
Schedule 6.12	Subsidiaries
Schedule 6.17	Station Licenses
Schedule 8.2	Permitted Liens
Schedule 11.2	Schedule of Lenders

Exhibits

Exhibit 2.1(b)(i)	Form of Notice of Borrowing
Exhibit 2.1(e)	Form of Revolving Note
Exhibit 3.2	Form of Notice of Extension/Conversion
Exhibit 5.1(c)	Form of Certificate of Financial Condition
Exhibit 5.1(f)	Form of Certificate of Secretary of the Borrower
Exhibit 5.1(i)	Form of Closing Certificate
Exhibit 5.1(p)	Form of Authorization Letter
Exhibit 7.10	Form of Joinder Agreement
Exhibit 11.6(c)	Form of Commitment Transfer Supplement

AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 2, 2005 (the “ Credit Agreement ”), is by and among JOURNAL COMMUNICATIONS, INC. (“ Borrower ”), those Subsidiaries identified as a “Guarantor” on the signature pages hereto and such other Subsidiaries as may from time to time become a party hereto (each a “ Guarantor ” and collectively, the “ Guarantors ”), the several lenders identified as “Lenders” on the signature pages hereto and such other lenders as may from time to time become party hereto as a “Lender” (each a “ Lender ” and collectively, the “ Lenders ”), U.S. BANK NATIONAL ASSOCIATION as the administrative agent for the Lenders (in such capacity, the “ Agent ”), SUNTRUST BANK, as a Lender and as Syndication Agent, BANK OF AMERICA, N.A., as a Lender and as Co-Documentation Agent and WACHOVIA BANK, NATIONAL ASSOCIATION, as a Lender and as Co-Documentation Agent.

W I T N E S S E T H

WHEREAS, the Borrower, the Guarantors, Agent and certain Lenders are parties to that certain Credit Agreement dated as of September 5, 2003 (as amended, the “ Existing Credit Agreement ”), pursuant to which such Lenders have made certain financial accommodations to Borrower;

WHEREAS, the Borrower has requested that the Lenders amend and restate the Existing Credit Agreement to, among other things, increase the Revolving Committed Amount to $475,000,000 for the purposes hereinafter set forth; and

WHEREAS, the Lenders have agreed to amend and restate the Existing Credit Agreement on the terms and conditions hereinafter set forth.

NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree that the Existing Credit Agreement is hereby amended and restated as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions . As used in this Credit Agreement, the following terms shall have the meanings specified below unless the context otherwise requires:

“ Acquisition Station Licenses ” shall mean all licenses, permits and other authorizations issued by the FCC to the licensee of any AM or FM radio station or television broadcast station being acquired by Borrower or any of its Subsidiaries in any pending acquisition, including without limitation, the Emmis Acquisition.

“ Additional Commitment Amount ” is defined in Section 2.3(a).

“ Additional Credit Party ” means each Guarantor as of the Closing Date and each Person that becomes a Guarantor after the Closing Date by execution of a Joinder Agreement in accordance with Section 7.10.

“ Additional Lender ” is defined in Section 2.3(b).

“ Affiliate ” means, with respect to any Person, any other Person (i) directly or indirectly controlling or controlled by or under direct or indirect common control with such Person or (ii) directly or indirectly owning or holding ten percent (10%) or more of the equity interest in such Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agent ” means U.S. Bank National Association as administrative agent in such capacity hereunder, and any successors and assigns in such capacity.

“ Aggregate Revolving Committed Amount ” means the aggregate amount of all of the Revolving Commitments in effect from time to time.

“ Applicable Percentage ” means, for any day, the rate per annum set forth opposite the applicable pricing level then in effect as shown on Schedule 2.1(d) based on the Borrower’s Consolidated Funded Debt Ratio, it being understood that the Applicable Percentage for (i) Eurodollar Loans shall be the percentage set forth under the column “Applicable Percentage for Eurodollar Loans” and (ii) the Unused Facility Fee shall be the percentage set forth under the column “Applicable Percentage for Unused Facility Fee.” The applicable pricing level and Applicable Percentage shall, in each case, be determined and adjusted quarterly by the Agent on the fifth Business Day after delivery of the annual or quarterly financial information required by Section 7.1 or 7.2, as applicable (each an “ Interest Determination Date” ), based on the Borrower’s Consolidated Funded Debt Ratio, with the first such determination and adjustment hereunder to be made upon the Agent’s receipt of financial statements for the first fiscal quarter ended after the earlier of (i) the closing of the Emmis Acquisition or (ii) the termination of the Emmis Purchase Agreement; provided that if the Emmis Acquisition is not consummated on or prior to March 26, 2006, the Applicable Percentage shall be reset based upon Borrower’s financial statements for the fiscal quarter ending March 26, 2006. Such Applicable Percentage shall be effective from an Interest Determination Date until the next such Interest Determination Date. The Agent shall promptly notify the Borrower and the Lenders of any change in the applicable pricing level (but in any event within two Business Days after the relevant Interest Determination Date). Such determinations by the Agent shall be conclusive absent manifest error, and any change in the Applicable Percentage shall become effective five Business Days after the Agent’s receipt of such financial information. The initial Applicable Percentages shall be based on pricing level IV. If the Borrower fails to deliver timely the financial information required by Section 7.1 or 7.2, as applicable, then for the period commencing on the date such information was due through the date that is five days after the date on which such information is delivered, the Applicable Percentages shall be based on the next higher pricing level. The term “pricing level” shall be as referenced in Schedule 2.1(d) .

“ Audited Financial Statements ” means the audited consolidated financial statements of the Borrower referred to in Section 6.1(a).

“ Borrower ” means Journal Communications, Inc., a Wisconsin corporation.

“ Borrowing Date ” means in respect of any Loan, the date such Loan is made.

“ Business ” is defined in Section 6.10(b).

“ Business Day ” means a day other than a Saturday, Sunday or other day on which commercial banks in Wisconsin, Illinois, or New York are closed, except that, when used in connection with a rate determination, borrowing or payment in respect of a Eurodollar Loan, such day shall also be a day on which dealings between banks are carried on in U.S. dollar deposits in London, England and Nassau, Bahamas.

“ Calculation Date ” is defined in the definition of Interbank Offered Rate.

“ Capital Expenditures ” means, for any period, the sum of (a) the aggregate amount of all expenditures of the Borrower and its Subsidiaries for fixed or capital assets made during such period which, in accordance with GAAP, would be classified as capital expenditures, and (b) the aggregate amount of all Capital Lease Obligations incurred during such period.

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

“ Capital Lease Obligations ” means the capital lease obligations relating to a Capital Lease determined in accordance with GAAP.

“ Cash Equivalents ” means (a) securities issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof (provided that the full faith and credit of the United States of America is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition, (b) U.S. dollar denominated time deposits and certificates of deposit of (i) any Lender, (ii) any domestic commercial bank of recognized standing having capital and surplus in excess of $500,000,000 or (iii) any bank whose short-term commercial paper rating from S&P is at least A-1 (or the equivalent thereof) or from Moody’s is at least P-1 (or the equivalent thereof) (any such bank being an “ Approved Lender ”), in each case with maturities of not more than 364 days from the date of acquisition, (c) commercial paper and variable or fixed rate notes issued by any Approved Lender (or by the parent company thereof) or any variable or fixed rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof) or better by Moody’s and maturing within six months of the date of acquisition, (d) repurchase agreements with a bank or trust company (including any of the Lenders) or recognized securities dealer having capital and surplus in excess of $500,000,000 for direct obligations issued by or fully guaranteed by the United States of America in which the Borrower shall have a perfected first priority security interest (subject to no other Liens) and having, on the date of purchase thereof, a fair market value of at least 100% of the amount of the repurchase obligations, (e) obligations of any State of the United States or any political subdivision thereof, the interest with respect to which is exempt from federal income taxation under Section 103 of the Code, having a long term rating of at least Aa-3 by Moody’s (or the equivalent thereof) or AA by S&P (or the equivalent thereof), (f) investments in municipal auction preferred stock (i) rated AAA (or the equivalent thereof) or better by S&P or AAA (or the equivalent thereof) or better by Moody’s and (ii) with dividends that reset at least once every 365 days, (g) investments, classified in accordance with GAAP as current assets, in money market investment programs registered under the Investment Company Act of 1940, as amended, which are administered by reputable financial institutions having capital of at least $100,000,000 and the portfolios of which are limited to investments of the character described in the foregoing subdivisions (a) through (f), (h) repurchase agreements collateralized with Government or Federal Agency Securities, (i) U.S. Government or U.S. Government Agency obligations, (j) obligations issued or guaranteed by any Lender, including, bankers’ acceptances, certificates of deposit, eurodollar time deposits, and eurodollar certificates of deposit, (k) commercial paper rated at least A-1 (or the equivalent thereof) by S&P or P-1 (or the equivalent thereof) by Moody’s with a maturity not to exceed 93 days, (l) non-rated commercial paper offered through any Lender and any other bank, investment bank, insurance company or other financial institution approved in writing by both the Chief Executive Officer and Chief Financial Officer of the Borrower (the “Approved Investment Institutions”) provided that: (i) the issuer maintains a committed back up line of credit in an amount sufficient to ensure repayment of obligations at maturity, and (ii) investments for any individual issuer shall not exceed the greater of $5,000,000 or 10% of the total value of the portfolio, and (iii) the maturity of the obligations shall not exceed 33 days, (m) master notes issued by obligors with a minimum rating of A-1 (or the equivalent thereof) by S&P or P-1 (or the equivalent thereof) by Moody’s respectively, provided, the master note agreement must provide for instant cancellation of the borrowing relationship should the issuer’s credit quality slip below these standards, (n) municipal auction rate preferred securities rated AAA by Moody’s and/or S&P (or the equivalent thereof), provided, the maximum amount per issue shall not exceed $5,000,000, (o) tax-exempt municipal issues rated A or better by S&P or Moody’s and issues which are no longer rated by Moody’s and/or S&P because they have been escrowed, 100% in U.S. Government securities, provided, the maximum amount, per issue shall not exceed $1,000,000, (p) money market funds offered by the approved investment institutions that invest in prime rated commercial paper, obligations issued by or guaranteed by the United States Government or its Agencies, or prime rated tax-exempt municipal issues and (q) other investment instruments offered by the Approved Investment Institutions provided the investment does not violate any specific constraint in this Section, and provided further, these investments have been approved in writing by both the Chief Executive Officer and Chief Financial Officer of the Borrower and the maximum amount per issue does not exceed $1,000,000.

“ Class A Shares ” means shares of the Borrower’s class A common stock.

“ Class B Shares ” means shares of the Borrower’s class B common stock.

“ Class C Shares ” means shares of the Borrower’s class C common stock.

“ Closing Date ” means the date on which all of the conditions set forth in Section 5.1 have been satisfied.

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

“ Commitment ” means the Revolving Commitment.

“ Commitment Percentage ” means, for each Lender, the percentage identified as its Revolving Commitment Percentage, on Schedule 2.1(a) , as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 11.6(c).

“ Commitment Transfer Supplement ” means a Commitment Transfer Supplement, substantially in the form of Exhibit 11.6(c) .

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

“ Communications Laws ” shall have the meaning given to such term in Section 6.18.

“ Consolidated Amortization ” means for any period, amortization expense determined for the Borrower and its Subsidiaries on a consolidated basis and in accordance with GAAP applied on a consistent basis.

“ Consolidated Depreciation ” means for any period, depreciation expense determined for the Borrower and its Subsidiaries on a consolidated basis and in accordance with GAAP applied on a consistent basis.

“ Consolidated EBITDA ” means for any period, the aggregate of the sum of Consolidated EBIT plus Consolidated Depreciation plus Consolidated Amortization plus the Cumulative Effect of an Accounting Change, determined in each case in accordance with GAAP applied on a consistent basis. Except as expressly provided otherwise, the applicable period shall be for the four consecutive quarters ending as of the date of determination. After giving pro forma effect to the Emmis Acquisition, Consolidated EBITDA shall be increased by an amount equal to (i) $3,600,000 for the fiscal quarter ending March 26, 2005, (ii) $3,600,000 for the fiscal quarter ending June 30, 2005, (iii) $3,600,000 for the fiscal quarter ending September 30, 2005 and (iv) $3,600,000 for the fiscal quarter ending December 26, 2005. With respect to any period during which an acquisition (other than the Emmis Acquisition) or asset sale permitted hereunder has occurred, Consolidated EBITDA for the four fiscal quarters then ended shall be calculated with respect to such periods on a pro forma basis using the historical audited (if available) financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Borrower and its Subsidiaries which shall be reformulated as if such permitted acquisition or asset sale had been consummated or incurred or repaid on the first day of such period.

“ Consolidated EBIT ” means for any period, the aggregate of the sum of Consolidated Net Earnings (determined without including in Consolidated Net Earnings any extraordinary gains or losses (including, without limitation, gains or losses on disposal of property, plant and equipment relating to discontinued operations), and any taxes on such excluded gains and any tax deductions or credits on account of any such excluded losses) plus Consolidated Interest Expense plus Provision for Income Taxes minus Consolidated Interest Income and Dividends, determined in each case in accordance with GAAP applied on a consistent basis. Except as expressly provided otherwise, the applicable period shall be for the four consecutive quarters ending as of the date of determination.

“ Consolidated Funded Debt ” means Funded Debt of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP applied on a consistent basis.

“ Consolidated Funded Debt Ratio ” means, as of the last day of any fiscal quarter, the ratio of Consolidated Funded Debt on such day to Consolidated EBITDA for the period of four consecutive fiscal quarters ending as of such day.

“ Consolidated Interest Expense ” means for any period, all interest expense, including the interest component under Capital Leases and interest paid on federal, state, city and foreign income tax audits for the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP applied on a consistent basis.

“ Consolidated Interest Income and Dividends ” means for any period, all interest income earned on cash and Cash Equivalents, interest income earned on federal, state, city and foreign income tax refunds, and dividends earned on stock for the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP applied on a consistent basis (but excluding in any event dividends earned by the Borrower’s Subsidiaries on shares of stock of the Borrower).

“ Consolidated Net Earnings ” means for any period, the net income of the Borrower and its Subsidiaries on a consolidated basis determined in accordance with GAAP applied on a consistent basis. The applicable period shall be for the four consecutive quarters ending as of the date of computation.

“ Consolidated Net Worth ” means total stockholders’ equity of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP applied on a consistent basis.

“ Consolidated Subsidiaries ” means Subsidiaries whose financial statements are consolidated with those of the Borrower in accordance with GAAP.

“ Consolidated Total Assets ” means total assets of the Borrower and its Subsidiaries on a consolidated basis as determined in accordance with GAAP applied on a consistent basis.

“ Contractual Obligation ” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound.

“ Credit Documents ” means this Credit Agreement, the Notes, any Joinder Agreement and all other related agreements and documents issued or delivered hereunder or thereunder or pursuant hereto or thereto.

“ Credit Party ” means, individually, the Borrower and any Additional Credit Party.

“ Credit Party Obligations ” means, without duplication, all of the obligations of the Borrower and the other Credit Parties to the Lenders and the Agent (including the obligations to pay principal of and interest on the Loans, to pay all Fees, to pay certain expenses and the obligations arising in connection with various indemnities) whenever arising, under this Credit Agreement, the Notes or any other of the Credit Documents to which the Borrower or any other Credit Party is a party.

“ Cumulative Effect of an Accounting Change ” means the non-operational impairment charge recorded as a result of the Borrower adopting the Financial Accounting Standards Board SFAS# 142, “Goodwill and Other Intangible Assets.”

“ Default ” means any event, act or condition which with notice or lapse of time, or both, would constitute an Event of Default.

“ Defaulting Lender ” means at any time, any Lender that, at such time (a) has failed to make a Loan or advance required pursuant to the terms of this Credit Agreement, (b) has failed to pay to the Agent or any Lender an amount owed by such Lender pursuant to the terms of this Credit Agreement, or (c) has been deemed insolvent or has become subject to a bankruptcy or insolvency proceeding or to a receiver, trustee or similar official.

“ Dividends ” means dividends paid in cash to or for the benefit of shareholders of the Borrower for any period.

“ Dollars ” and “ $ ” means dollars in lawful currency of the United States of America.

“ Eligible Transferee ” means and includes a commercial bank, financial institution or other “accredited investor” as defined in Regulation D of the Securities Act of 1933, (as amended).

“ Emmis Acquisition ” shall mean the acquisition by Borrower and certain Guarantors of certain television station assets owned by Emmis Television Broadcasting, L.P. and Emmis Television License, LLC, pursuant to the terms of the Emmis Purchase Agreement.

“ Emmis Purchase Agreement ” shall mean that certain Asset Purchase Agreement, dated as of August 19, 2005, by and among Emmis Television Broadcasting, L.P., Emmis Television License, LLC, and certain subsidiaries of the Borrower.

“ Environmental Laws ” means any and all applicable foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority (or other Requirement of Law including common law) regulating, relating to or imposing liability or standards of conduct concerning protection of human health or the environment, as now or may at any time be in effect during the term of this Credit Agreement.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and the rulings issued thereunder.

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

“ Eurodollar Rate ” means, for the Interest Period for each Eurodollar Loan comprising part of the same borrowing (including conversions, extensions and renewals), a per annum interest rate determined pursuant to the following formula:

Eurodollar Rate =

Interbank Offered Rate

1 - Eurodollar Reserve Percentage

“ Eurodollar Reserve Percentage ” means for any day, that percentage (expressed as a decimal) which is in effect from time to time under Regulation D of the Board of Governors of the Federal Reserve System (or any successor), as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with respect to Eurocurrency liabilities as that term is defined in Regulation D or against any other category of liabilities that includes deposits by reference to which the interest rate of Eurodollar Loans is determined, whether or not Lender has any Eurocurrency liabilities subject to such reserve requirement at that time. Eurodollar Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefit of credits for proration, exceptions or offsets that may be available from time to time to a Lender. The Eurodollar Rate shall be adjusted automatically on and as of the effective date of any change in the Eurodollar Reserve Percentage.

“ Event of Default ” is defined in Section 9.

“ Execution Date ” means the date as of which the parties hereto have executed this Credit Agreement.

“ Existing Credit Agreement ” has the meaning given to such term in the recitals.

“ Extension of Credit ” means as to any Lender, the making of a Loan by such Lender.

“ Federal Funds Rate ” means, for any day, the rate of interest per annum (rounded upwards, if necessary, to the nearest whole multiple of 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 that (A) 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 and (B) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate quoted to the Agent on such day on such transactions as determined by the Agent.

“ Fee ” means any fee payable pursuant to Section 3.4.

“ FCC ” means the Federal Communications Commission and any governmental body succeeding to the functions of such commission.

“ Funded Debt ” means without duplication, for any Person, all Indebtedness of such Person described in paragraphs (a), (b), (c) and (k) of the definition of Indebtedness and Guaranty Obligations by such Person of Funded Debt of other Persons; provided, however, Funded Debt shall not include Capital Leases of such Person if the aggregate principal portion of all Capital Lease Obligations of such Person is less than $1,000,000. Funded Debt shall include payments in respect of Funded Debt which constitute current liabilities of the obligor under GAAP.

“ GAAP ” means generally accepted accounting principles in effect in the United States of America applied on a consistent basis (except for changes concurred in by the Borrower’s independent public accountants or otherwise required by a change in GAAP).

“ Governmental Authority ” means any nation or government, any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“ Guarantee Obligation ” means, without duplication, as to any Person (the “ guaranteeing person ”), any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counter indemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided , however , that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“ Guarantor ” means each Person identified on the signature pages hereof as a Guarantor and each Additional Credit Party which has executed a Joinder Agreement, together with their successors and permitted assigns.

“ Guaranty ” means the guaranty of the Guarantors set forth in Section 4.

“ Hedging Agreements ” shall mean interest rate protection agreements, foreign currency exchange agreements, commodity purchase or option agreements or other interest or exchange rate or commodity price hedging agreements.

“ Indebtedness ” means, of any Person at any date, (a) all indebtedness of such Person for borrowed money or for the deferred purchase price of property or services other than trade liabilities incurred in the ordinary course of business and not restructured thereafter for credit reasons, (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person under Capital Leases, (d) all obligations of such Person in respect of acceptances issued or created for the account of such Person, (e) all liabilities (not to exceed the value of the asset subject to a Lien) secured by any Lien on any property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (f) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person other than customary reservations or retentions of title under operating leases and agreements with suppliers entered into in the ordinary course of business), (g) all obligations of such Person under take-or-pay or similar arrangements or under commodities agreements, (h) all Guarantee Obligations of such Person, (i) all obligations of such Person in respect of Hedging Agreements, (j) the maximum amount of all letters of credit issued or bankers’ acceptances created for the account of such Person and, without duplication, all drafts drawn thereunder to the extent not theretofore reimbursed, (k) all preferred stock issued by such Person and required by the terms thereto to be redeemed, or for which mandatory sinking fund payments are due, by a fixed date (provided, however, in any event the Class C Shares shall not constitute preferred stock hereunder), (l) all other obligations which would be shown as a liability on the balance sheet of such Person, and (m) the outstanding recourse liability for uncollected accounts receivable of such Person subject at such time to a sale of receivables or other similar transaction, only if such transaction is effected with recourse to such Person; but specifically excluding from the foregoing (x) trade payables, (y) obligations for deposits and advances by customers for the purchase of goods or services from the Borrower and its Subsidiaries, and (z) other obligations, expenses and reserves (whether classified as long term or short term) arising or incurred in the ordinary course of business. For purposes hereof, Indebtedness shall include Indebtedness of any partnership in which such Person is a general partner (except for any such Indebtedness with respect to which the holder is limited to the assets of such partnership or joint venture). For the purposes of determining the amount of attributed Indebtedness from any Hedging Agreement, the “principal amount” of any such Hedging Agreement at any time shall be the Net Mark-to-Market Exposure of such Hedging Agreement.

“ Indemnified Liabilities ” is defined in Section 11.5.

“ Insolvency ” means with respect to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of such term as used in Section 4245 of ERISA.

“ Interbank Offered Rate ” means, with respect to any Eurodollar Loan for the Interest Period applicable thereto, the per annum rate of interest determined by the Agent (each such determination to be conclusive and binding absent manifest error) to be the average (rounded up, if necessary, to the nearest one-sixteenth (1/16) of one percent) of the offered rates for deposits in U.S. dollars for the applicable Interest Period which appear on the display known as “British Bankers Assoc. Interest Settlement Rates” on the Telerate System, Page 3750 (or such other page on which the appropriate information may be displayed), on the electronic communications terminals in the Agent’s money center as of 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period (the “Calculation Date”), except as provided below. If fewer than two offered rates appear for the applicable Interest Period or if the appropriate screen is not accessible as of such time, the term “Interbank Offered Rate” shall mean the per annum rate of interest determined by the Agent (each such determination to be conclusive and binding absent manifest error) to be the average (rounded up, if necessary, to the nearest one-sixteenth (1/16) of one percent) as the effective rate at which deposits in immediately available funds in Dollars are being, have been, or would be offered or quoted by major banks to the Agent in the applicable interbank market for Eurodollar deposits at 11:00 a.m. (Milwaukee, Wisconsin) on the Business Day which is the second Business Day immediately preceding the first day of such Interest Period, for a term comparable to such Interest Period and in the amount of the requested Eurodollar Loan. If no such offers or quotes are generally available for such amount, then the provisions of Section 3.6 shall apply.

“ Interest Coverage Ratio ” means, for any period, the ratio of Consolidated EBITDA for the four fiscal periods then ended to Consolidated Interest Expense for such four fiscal periods then ended.

“ Interest Determination Date ” shall have the meaning given to such term in the definition of Applicable Percentage.

“ Interest Payment Date ” means (a) as to any Prime Rate Loan, the last day of each month and the Revolving Termination Date, (b) as to any Eurodollar Loan the last day of the applicable Interest Period, and with respect to Loans made for an Interest Period longer than three months, on the last day of each three month period prior to the expiration of such Interest Period. Whenever any Interest Payment Date shall be stated to be due on a day which is not a Business Day, the due date thereof shall be extended to the next succeeding Business Day, except that in the case of Eurodollar Loans, if the extension would cause the payment to be made in the next following calendar month, then such payment shall instead be made on the next preceding Business Day as provided in Section 3.13.

“ Interest Period ” means with respect to any Eurodollar Loan,

(i) initially, the period commencing on the Borrowing Date or conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two or three (or if available to all Lenders, 6, 9 or 12) months thereafter, as selected by the Borrower in the notice of borrowing or notice of conversion given with respect thereto; and

(ii) thereafter, each period commencing on the last day of the immediately preceding Interest Period applicable to such Eurodollar Loan and ending one, two or three (or if available to all Lenders, 6, 9 or 12) months thereafter, as selected by the Borrower by irrevocable notice to the Agent not less than two Business Days prior to the last day of the then current Interest Period with respect thereto;

provided that the foregoing provisions are subject to the following:

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

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

(C) if the Borrower shall fail to give notice as provided above, the Borrower shall be deemed to have selected a Prime Rate Loan to replace the affected Eurodollar Loan;

(D) any Interest Period that would otherwise extend beyond the Revolving Termination Date shall end on the Revolving Termination Date; and

(E) no more than twelve (12) Eurodollar Loans may be in effect at any time. For purposes hereof, Eurodollar Loans with different Interest Periods shall be considered as separate Eurodollar Loans, although borrowings, extensions and conversions may, in accordance with the provisions hereof, be combined at the end of existing Interest Periods to constitute a new Eurodollar Loan with a single Interest Period.

“ Joinder Agreement ” means a Joinder Agreement substantially in the form of Exhibit 7.10 , executed and delivered by an Additional Credit Party in accordance with the provisions of Section 7.10.

“ Lenders ” means each of the Persons identified as a “Lender” on the signature pages hereto, and each Person which may become a Lender by way of assignment in accordance with the terms hereof, together with their successors and permitted assigns.

“ Lien ” means any mortgage, pledge, hypothecation, assignment for security purposes, security interest, encumbrance, lien (statutory or otherwise) or charge of any kind including any agreement to give any of the foregoing, any conditional sale or other title retention agreement (excluding operating leases), any financing or similar statement or notice filed properly under the Uniform Commercial Code as adopted and in effect in the relevant jurisdiction (or other similar recording or notice statute, and any lease in the nature thereof), except (i) a filing for precautionary purposes made with respect to a true lease or other true bailment, and (ii) a filing made without the Borrower’s consent or which the Borrower is contesting in good faith by appropriate proceedings, provided that the debt purported to be secured by such filing does not exceed $500,000.

“ Loan ” means a Revolving Loan or a Swing Line Loan.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, operations, property or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole, (b) the ability of the Borrower or the other Credit Parties to perform their obligations, when such obligations are required to be performed, under this Credit Agreement or any of the other Credit Documents or (c) the validity or enforceability of this Credit Agreement, any of the Notes or any of the other Credit Documents or the rights or remedies of the Agent or the Lenders hereunder or thereunder.

“ Materials of Environmental Concern ” means any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes, defined or regulated as such in or under any Environmental Law, including, without limitation, asbestos, polychlorinated biphenyls and urea-formaldehyde insulation.

“ Moody’s ” means Moody's Investors Service, Inc., or any successor or assignee of the business of such company in the business of rating securities.

“ Multiemployer Plan ” means a Plan which is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ Net Mark-to-Market Exposure ” of any Person shall mean, as of any date of determination with respect to any Hedging Agreement, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from its obligations under such Hedging Agreement (after taking account of the effect of any netting agreement related thereto). “Unrealized losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Agreement giving rise to such obligations under such Hedging Agreement as of the date of determination (assuming the Hedging Agreement were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedging Agreement as of the date of determination (assuming such Hedging Agreement were to be terminated as of that date).

“ Non-Excluded Taxes ” is defined in Section 3.9.

“ Non-Guarantor Subsidiaries ” is defined in Section 7.10.

“ Note ” or “ Notes ” means the Revolving Notes, individually or collectively, as appropriate.

“ Notice of Borrowing ” means the written notice of borrowing as referenced and defined in Section 2.1(b)(i).

“ Notice of Extension/Conversion ” means the written notice of extension or conversion as referenced and defined in Section 3.2.

“Original Closing Date” means September 5, 2003.

“ Participant ” and “ Participants ” are defined in Section 11.6.

“ PBGC ” means the Pension Benefit Guaranty Corporation established under ERISA, and any successor thereto.

“ Permitted Guarantee Obligations ” means (i) a Guaranty and (iii) Guarantee Obligations of the Borrower and its Subsidiaries relating to Indebtedness of the Borrower or a Subsidiary otherwise permitted under Section 8.1.

“ Permitted Investments ” means (i) cash and Cash Equivalents, (ii) receivables owing to the Borrower or any of its Subsidiaries for trade credit, in each case if created, acquired or made in the ordinary course of business, (iii) loans and advances in the ordinary course of business to officers, directors, employees, Affiliates who are not Credit Parties and suppliers in an aggregate amount not to exceed $2,000,000 at any time outstanding, (iv) investments (including debt obligations) received in connection with the bankruptcy or reorganization of suppliers and customers and in settlement of delinquent obligations of, and other disputes with, customers and suppliers arising in the ordinary course of business, (v) investments, acquisitions or transactions permitted under Section 8.4(b), (vi) with respect to any pension trust maintained for the benefit of any present or former employees of the Borrower or any Subsidiary, such loans, advances and/or investments as the trustee or administrator of the trust shall deem advisable pursuant to the terms of such trust, (vii) investments in wholly-owned Subsidiaries of the Borrower, provided that such investments in Non-Guarantor Subsidiaries of the Borrower shall not exceed a maximum aggregate amount of 10% of Consolidated Total Assets at any one time, (viii) investments of a nature not contemplated by the foregoing clauses hereof that are outstanding as of the Execution Date and set forth in the Audited Financial Statements, (ix) additional loan advances and/or investments of a nature not contemplated by the foregoing clauses hereof provided that such loans, advances and/or investments made pursuant to this clause (ix) shall not exceed an aggregate amount of $2,000,000 outstanding at any one time and further provided that no such loans, advances and/or investments shall be used to acquire all or substantially all of the voting stock of any corporation the board of directors of which has not approved such acquisition. As used herein, “ investment ” means all investments, in cash or by delivery of property made, directly or indirectly in, to or from any Person, whether by acquisition of shares of capital stock, property, assets, indebtedness or other obligations or securities or by loan advance, capital contribution or otherwise.

“Permitted Liens” means

(i) Liens in favor of the Agent for the benefit of the Lenders;

(ii) purchase money Liens securing purchase money indebtedness (and refinancings thereof) and Capital Lease Obligations provided the sum of the aggregate indebtedness and principal portion of Capital Lease Obligations does not exceed $20,000,000 any time outstanding for the Borrower and its Subsidiaries;

(iii) Liens for taxes, assessments, charges or other governmental levies not yet due or as to which the period of grace, if any, related thereto has not expired or which are being contested in good faith by appropriate proceedings, provided that adequate reserves with respect thereto are maintained on the books of the Borrower or its Subsidiaries, as the case may be, in conformity with GAAP (or, in the case of Subsidiaries with significant operations outside of the United States of America, generally accepted accounting principles in effect from time to time in their respective jurisdictions of incorporation);

(iv) carriers’, warehousemen’s, mechanics’, material-men’s, repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 60 days or which are being contested in good faith by appropriate proceedings;

(v) pledges or deposits in connection with workers compensation, unemployment insurance and other social security legislation and deposits securing liability to insurance carriers under insurance or self-insurance arrangements;

(vi) deposits to secure the performance of bids, trade contracts, (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business;

(vii) any extension, renewal or replacement (or successive extensions, renewals or replacements), in whole or in part, of any Lien referred to in the foregoing clauses; provided that such extension, renewal or replacement Lien shall be limited to all or a part of the property which secured the Lien so extended, renewed or replaced (plus improvements on such property);

(viii) easements, rights of way, restrictions and other similar encumbrances incurred in the ordinary course of business which, in the aggregate, are not material in amount and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the Borrower or any Subsidiary;

(ix) Liens in existence on the date hereof listed on Schedule 8.2 , provided that no such Lien is spread to cover any additional property (other than proceeds of the collateral originally subject to such Lien in accordance with the instrument creating such Lien) after the Closing Date and that the amount of Indebtedness secured thereby is not increased;

(x) Liens on the property or assets of a corporation which becomes a Subsidiary after the Closing Date, provided that (A) such Liens existed at the time such corporation became a Subsidiary and were not created in anticipation thereof, (B) no such Lien is spread to cover any additional property (other than proceeds of the collateral originally subject to such Lien in accordance with the instrument creating such Lien) after the Closing Date and (C) the aggregate amount of Indebtedness secured thereby does not exceed $20,000,000 at any time outstanding;

(xi) Liens in the nature of licenses that arise in the ordinary course of business and consistent with past practice;

(xii) leases and subleases otherwise permitted hereunder granted to others not interfering in any material respect in the business of the Borrower or any Subsidiary; and

(xiii) attachment or judgment Liens, where the attachment or judgment which gave rise to such Liens does not constitute an Event of Default hereunder.

“ Permitted Sale-Leaseback Transaction ” means a transaction pursuant to which a Credit Party sells an item of equipment to a financial institution, or other Person that regularly engages in such transactions in the ordinary course of its business, and concurrently with such sale (i) leases such item of equipment back from such financial institution or such other Person and (ii) subleases such item of equipment to a customer of the Credit Party pursuant to a sublease agreement under which such customer obtains an option to purchase such item of equipment at or before the end of such sublease.

“ Person ” means any individual, partnership, joint venture, firm, corporation, limited liability company, association, trust or other enterprise (whether or not incorporated) or any Governmental Authority.

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

“ Prime Rate ” means, for any day, the higher of (i) the per annum rate of interest established from time to time by the Agent at its principal office in Milwaukee, Wisconsin as its Prime Rate, or (ii) the Federal Funds Rate plus 1%. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is announced by the Agent. The Prime Rate is a reference rate used by the Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.

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

“ Properties ” is defined in subsection 6.10(a).

“ Provision for Income Taxes ” means, for any period, all provisions for any federal, state, city and foreign income taxes for such period, including the provision for federal and state income taxes associated with the Cumulative Effect of an Accounting Change for the Borrower and its Subsidiaries on a consolidated basis for such period, determined in each case in accordance with GAAP.

“ Purchasing Lender ” is defined in Section 11.6(c).

“ Register ” is defined in Section 11.6(d).

“ Reorganization ” means with respect to any Multiemployer Plan, the condition that such Plan is in reorganization within the meaning of such term as used in Section 4241 of ERISA.

“ Reportable Event ” means any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty-day notice period is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. §2615.

“ Required Lenders ” means Lenders holding in the aggregate at least 51% of the sum of (i) all Loans then outstanding at such time and (ii) the aggregate unused Revolving Commitment at such time; provided , however , that if any Lender shall be a Defaulting Lender at such time, then there shall be excluded from the determination of Required Lenders the Loans of such Defaulting Lender and such Defaulting Lender’s Revolving Commitment, or after termination of the Revolving Commitments, the principal balance of the Loans owing to such Defaulting Lender.

“ Requirement of Law ” means, as to any Person, the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or to which any of its material property is subject.

“ Responsible Officer ” means any of the president, the chief executive officer, the chief financial officer, the treasurer or a vice president of the Borrower or such other representative of the Borrower as may be designated in writing by an one of the foregoing with the consent of the Agent; and, with respect to the financial covenants only, the chief financial officer or the treasurer of the Borrower.

“ Revolving Commitment ” means, with respect to each Lender, the commitment of such Lender to make Revolving Loans in an aggregate principal amount at any time outstanding up to such Lender’s Revolving Committed Amount as specified in Schedule 2.1(a) (subject to adjustment on account of assignment pursuant to the provisions of Section 11.6(c) hereof), as such amount may be reduced from time to time in accordance with the provisions hereof.

“ Revolving Commitment Percentage ” means, with respect to each Lender, the percentage identified as its Revolving Commitment Percentage on Schedule 2.1(a) , as such percentage may be modified in connection with any assignment made in accordance with the provisions of Section 11.6(c).

“ Revolving Commitment Period ” means the period from and including the Closing Date to but not including the Revolving Termination Date.

“ Revolving Committed Amount ” means collectively, the aggregate amount of all of the Revolving Commitments as referenced in Section 2.1(a) and, individually, the amount of each Lender’s Revolving Commitment as specified in Schedule 2.1(a) (subject to adjustment on account of assignment pursuant to the provisions of Section 11.6(c)).

“ Revolving Loans ” is defined in Section 2.1.

“ Revolving Note ” or “ Revolving Notes ” means the promissory notes of the Borrower in favor of each of the Lenders evidencing the Revolving Loans provided pursuant to Section 2.1(e), individually or collectively, as appropriate, as such promissory notes may be amended, modified, supplemented, extended, renewed or replaced from time to time.

“ Revolving Termination Date ” means June 2, 2011, or the earlier termination in full of the Revolving Commitments pursuant to this Agreement.

“ S&P ” means Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.

“ Single Employer Plan ” means any Plan which is not a Multi-Employer Plan.

“ Solvent ” means, with respect to any Credit Party as of a particular date, that on such date (i) such Credit Party is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business, (ii) such Credit Party does not intend to, and does not believe that it will, incur debts or liabilities beyond such Credit Party’s ability to pay as such debts and liabilities mature in their ordinary course, (iii) such Credit Party is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Credit Party’s property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which such Credit Party is engaged or is to engage, (vi) the fair value of the property of such Credit Party is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Credit Party and (v) the present fair saleable value of the assets of such Credit Party is not less than the amount that will be required to pay the probable liability of such Credit Party on its debts as they become absolute and matured. In computing the amount of contingent liabilities at any time, it is intended that such liabilities will be computed at the amount which, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

“ Specified Sales ” means (i) the sale, transfer, lease or other disposition of inventory, equipment and materials in the ordinary course of business, (ii) the sale, transfer, lease or other disposition of machinery, parts, equipment and real estate no longer useful in the conduct of the business of the Borrower or any of its Subsidiaries, as appropriate, and (iii) the sale by the Borrower of any shares of its capital stock.

“ Station Licenses ” shall mean all licenses, permits, permissions and other authorizations issued to Borrower or its Subsidiaries by the FCC and used in the operation of the Stations.

“ Stations ” shall mean the AM and FM radio stations and television broadcast stations owned by Borrower or its Subsidiaries.

“ Subsidiary ” means, as to any Person, a corporation, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Credit Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.

“ Swing Line Lender ” means U.S. Bank National Association.

“ Swing Line Loan ” means a loan made by the Swing Line Lender to the Borrower under Section 2.2.

“ Swing Line Sublimit ” means an amount equal to the lesser of (a) $20,000,000 and (b) the Aggregate Revolving Committed Amount. The Swing Line Sublimit is part of, and not in addition to, the Aggregate Revolving Committed Amount.

“ Threshold Requirement ” is defined in Section 7.10.

“ Transfer Effective Date ” is defined in the Commitment Transfer Supplement.

“ Transferee ” is defined in Section 11.6(f).

“ Type ” means, as to any Loan, its nature as a Prime Rate Loan or a Eurodollar Loan, as the case may be.

“ Unused Facility Fee ” is defined in Section 3.4(b).

1.2 Other Definitional Provisions .

(a) Unless otherwise specified therein, all capitalized definitional terms defined in this Credit Agreement shall have the defined meanings when used in the Notes or other Credit Documents or any certificate or other document made or delivered pursuant hereto.

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

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

(d) For purposes of computation of periods of time hereunder, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”.

1.3 Accounting Terms and Determinations . Unless otherwise specified herein, all terms of an accounting character used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent (except for changes concurred in by the Borrower’s independent public accountants or otherwise required by a change in GAAP) with the Audited Financial Statements.

ARTICLE 2

CREDIT FACILITIES

2.1 Revolving Loans .

(a) Revolving Commitment . During the Revolving Commitment Period, subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“ Revolving Loans ”) to the Borrower from time to time for the purposes hereinafter set forth; provided , however , that (i) with regard to each Lender individually, the sum of such Lender’s share of outstanding Revolving Loans plus such Lender’s Commitment Percentage of outstanding Swing Line Loans shall not exceed such Lender’s Revolving Committed Amount, and (ii) with regard to the Lenders collectively, the sum of the aggregate amount of outstanding Revolving Loans plus the aggregate amount of all outstanding Swing Line Loans shall not exceed FOUR HUNDRED SEVENTY-FIVE MILLION DOLLARS ($475,000,000) (as such aggregate maximum amount may be increased or reduced from time to time as provided herein). Revolving Loans may consist of Prime Rate Loans or Eurodollar Loans, or a combination thereof, as the Borrower may request, and may be repaid and reborrowed in accordance with the provisions hereof.

(b) Revolving Loan Borrowings .

(i) Notice of Borrowing . The Borrower shall request a Revolving Loan borrowing by written notice (or telephone notice promptly confirmed in writing which confirmation may be by fax) to the Agent not later than 10:30 A.M. (Milwaukee, Wisconsin time) on the Business Day of the requested borrowing in the case of Prime Rate Loans, and on the second Business Day prior to the date of the requested borrowing in the case of Eurodollar Loans. Each such request for borrowing shall be irrevocable and shall specify (A) that a Revolving Loan is requested, (B) the date of the requested borrowing (which shall be a Business Day), (C) the aggregate principal amount to be borrowed, and (D) whether the borrowing shall be comprised of Prime Rate Loans, Eurodollar Loans or a combination thereof, and if Eurodollar Loans are requested, the Interest Period(s) therefor. A form of Notice of Borrowing a (“ Notice of Borrowing ”) is attached as Exhibit 2.1(b)(i) . If the Borrower shall fail to specify in any such Notice of Borrowing (I) an applicable Interest Period in the case of a Eurodollar Loan, then such notice shall be deemed to be a request for an Interest Period of one month, or (II) the type of Revolving Loan requested, then such notice shall be deemed to be a request for a Prime Rate Loan hereunder. The Agent shall give notice to each Lender (promptly upon receipt of each Notice of Borrowing, and in any event not later than 12:00 noon, Milwaukee, Wisconsin time, with respect to any Notice of Borrowing delivered to the Agent pursuant to this section) of the contents thereof and each such Lender’s share thereof.

(ii) Minimum Amounts . Each Revolving Loan borrowing shall be: (A) if a Prime Rate Loan, in a minimum aggregate amount of $250,000and integral multiples of $100,000 in excess thereof; and (B) if a Eurodollar Loan, in a minimum aggregate amount of $2,500,000 and integral multiples of $500,000 in excess thereof (or, in either case, the remaining amount of the Revolving Commitment, if less).

(iii) Advances . Each Lender will make its Commitment Percentage of each Revolving Loan borrowing available to the Agent for the account of the Borrower at the office of the Agent specified in Schedule 11.2 , or at such other office as the Agent may designate in writing, by 1:30 P.M. (Milwaukee, Wisconsin time) on the date specified in the applicable Notice of Borrowing in Dollars and in funds immediately available to the Agent. Such borrowing will then be made available to the Borrower by the Agent by crediting the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Agent by the Lenders and in like funds as received by the Agent by the close of Agent’s business on such date.

(c) Repayment . The principal amount of all Revolving Loans shall be due and payable in full on the Revolving Termination Date.

(d) Interest . Subject to the provisions of Section 3.1, Revolving Loans shall bear interest as follows:

(i) Prime Rate Loans . During such periods as Revolving Loans shall be comprised of Prime Rate Loans, each such Prime Rate Loan shall bear interest at a per annum rate equal to the sum of the Prime Rate;

(ii) Eurodollar Loans . During such periods as Revolving Loans shall be comprised of Eurodollar Loans, each such Eurodollar Loan shall bear interest at a per annum rate equal to the sum of the applicable Eurodollar Rate plus the Applicable Percentage; and

Interest on Revolving Loans shall be payable in arrears on each Interest Payment Date.

(e) Revolving Notes . The Revolving Loans shall be evidenced by a duly executed promissory note of the Borrower to each Lender in the original principal amount of each such Lender’s Revolving Committed Amount in substantially the form of Exhibit 2.1(e) .

2.2 Swing Line Loans .

(a) During the Revolving Commitment Period, subject to the terms and conditions set forth in this Credit Agreement, the Swing Line Lender agrees to make Swing Line Loans to the Borrower as the Borrower may from time to time request for the purposes permitted hereby; provided , however , that (i) the aggregate principal amount of all outstanding Swing Line Loans shall not exceed the Swing Line Sublimit, (ii) the Loans of each Lender shall not exceed such Lender’s Revolving Commitment and (iii) the Loans of all Lenders shall not exceed the Aggregate Revolving Committed Amount at any time. This is a revolving credit and, subject to the foregoing and the other terms and conditions hereof, the Borrower may borrow, prepay and reborrow Swing Line Loans as set forth herein without premium or penalty; provided, however, that Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon notice to the Borrower. Each Swing Line Loan shall bear interest at a rate equal to the rate applicable to the Prime Rate Loans or at a rate quoted by the Agent and agreed to by the Borrower.

(b) Unless notified to the contrary by Swing Line Lender, the Borrower may irrevocably request a Swing Line Loan upon notice to the Swing Line Lender. There is no minimum borrowing amount for a Swing Line Loan. Each such request for a Swing Line Loan shall constitute a representation and warranty by the Borrower that the conditions set forth in Section 5.2 are satisfied. Promptly after receipt of such request, the Swing Line Lender shall obtain telephonic verification from the Agent that such Swing Line Loan is permitted hereunder. Upon receiving such verification, the Swing Line Lender shall make such Swing Line Loan available to the Borrower. Without the consent of Required Lenders and the Swing Line Lender, no Swing Line Loan shall be made during the continuation of a Default or Event of Default. Upon the making of each Swing Line Loan, each Lender shall be deemed to have purchased from the Swing Line Lender a risk participation therein in an amount equal to that Lender’s Commitment Percentage times the amount of the Swing Line Loan.

(c) Each Swing Line Loan shall bear interest at a fluctuating rate per annum equal to the rate of interest payable on Prime Rate Loans or at the rate quoted by the Agent and agreed to by the Borrower and interest shall be payable upon demand of the Swing Line Lender, on the last day of each month and on the Revolving Termination Date. The Swing Line Lender shall be responsible for invoicing the Borrower (or notifying the Agent to so invoice the Borrower) for such interest. The interest payable on Swing Line Loans is solely for the account of the Swing Line Lender, except following any funding of a risk participation under clause (f) below.

(d) The Borrower shall repay each Swing Line Loan on the earliest of (i) upon demand made by Swing Line Lender and (ii) the Revolving Termination Date. The Borrower shall repay the principal amount of each Swing Line Loan by payment directly to Swing Line Lender or by Swing Line Lender debiting the Borrower’s deposit account at Swing Line Lender not later than 10:00 a.m. (Milwaukee, Wisconsin time) for payments hereunder. If the conditions precedent set forth in Section 5.2 can be satisfied, the Borrower may request a Revolving Loan to repay Swing Line Lender, or, failing to make such request, the Borrower shall be deemed to have requested a Revolving Loan of Prime Rate Loans on such payment date pursuant to subsection (f) below. Swing Line Lender shall promptly notify the Agent of each Swing Line Loan and each payment thereof.

(e) If the Borrower fails to timely make any principal or interest payment on any Swing Line Loan, Swing Line Lender shall notify the Agent of such fact and the unpaid amount. The Agent shall promptly notify each Lender of its pro rata share of such amount by 11:00 a.m. (Milwaukee, Wisconsin time). Each Lender shall make funds in an amount equal to its pro rata share of such amount available to the Agent at the Agent’s payment office not later than the 2:00 p.m. (Milwaukee, Wisconsin time) for payments hereunder on the same Business Day. The obligation of each Lender to make such payment shall be absolute and unconditional and shall not be affected by the occurrence of an Event of Default or any other occurrence or event. Any such payment shall not relieve or otherwise impair the obligation of the Borrower to repay the Swing Line Lender for any amount of Swing Line Loans, together with interest as provided herein.

(f) If the conditions precedent set forth in Section 5.2 can be satisfied on any date the Borrower is obligated to, but fails to, repay a Swing Line Loan, the funding by Lenders pursuant to the previous subsection shall be deemed to be a borrowing of Prime Rate Loans (without regard to the minimum amount therefor) deemed requested by the Borrower. If the conditions precedent set forth in Section 5.2 cannot be satisfied on the date the Borrower is obligated to make, but fails to make, such payment, the funding by Lenders pursuant to the previous subsection shall be deemed to be a funding by each Lender of its participation in such Swing Line Loan, and each Lender making such funding shall thereupon acquire a pro rata participation, to the extent of its payment, in the claim of Swing Line Lender against the Borrower in respect of such payment and shall share, in accordance with that pro rata participation, in any payment made by the Borrower with respect to such claim. Any amounts made available by a Lender under its risk participation shall be payable by the Borrower upon demand of the Agent, and shall bear interest at a rate per annum equal to the Prime Rate plus 2% per annum.

2.3 Increase of Commitments; Additional Lenders .

(a) So long as no Event of Default has occurred and is continuing, from time to time after the Closing Date, Borrower may, upon at least 30 days’ written notice to the Agent (who shall promptly provide a copy of such notice to each Lender), propose to increase the Aggregate Revolving Committed Amount by an aggregate amount of incremental commitments not to exceed $200,000,000 (the amount of any such increase, the “ Additional Commitment Amount ”), through the addition of new lenders (or increases of commitments by existing Lenders), provided that any such new lenders are reasonably acceptable to the Agent, the Syndication Agent, and the Borrower. Each Lender shall have the right for a period of 10 days following receipt of such notice, to elect by written notice to the Borrower and the Agent to increase its Revolving Commitment by a principal amount up to its Revolving Commitment Percentage of the Additional Commitment Amount. No Lender (or any successor thereto) shall have any obligation to increase its Revolving Commitment or its other obligations under this Agreement and the other Credit Documents, and any decision by a Lender to increase its Revolving Commitment shall be made in its sole discretion independently from any other Lender.

(b) If any Lender shall not elect to increase its Revolving Commitment pursuant to subsection (a) of this Section 2.3, the Borrower may designate another bank or other financial institution (which may be, but need not be, one or more of the existing Lenders) which at the time agrees to, in the case of any such Person that is an existing Lender, increase its Revolving Commitment and in the case of any other such Person (an “ Additional Lender ”), become a party to this Agreement; provided , however , that any new bank or financial institution must be acceptable to the Agent, which acceptance will not be unreasonably withheld or delayed. The sum of the increases in the Revolving Commitments of the existing Lenders pursuant to this subsection (b) plus the Revolving Commitments of the Additional Lenders shall not in the aggregate exceed the unsubscribed amount of the Additional Commitment Amount.

(c) An increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.3 shall become effective upon the receipt by the Agent of a supplement or joinder in form and substance satisfactory to the Agent executed by the Borrower, by each Additional Lender and by each other Lender whose Revolving Commitment is to be increased, setting forth the new Revolving Commitments of such Lenders and setting forth the agreement of each Additional Lender to become a party to this Agreement and to be bound by all the terms and provisions hereof, together with Notes evidencing such increase in the Commitments, and such evidence of appropriate corporate authorization on the part of the Borrower with respect to the increase in the Revolving Commitments and such opinions of counsel for the Borrower with respect to the increase in the Revolving Commitments as the Agent may reasonably request.

(d) Upon the acceptance of any such supplement or joinder by the Agent, the Aggregate Revolving Committed Amount shall automatically be increased by the amount of the Revolving Commitments added through such supplement or joinder and Schedule 2.1(a) shall automatically be deemed amended to reflect the Revolving Commitments of all Lenders after giving effect to the addition of such Revolving Commitments.

(e) Upon any increase in the aggregate amount of the Revolving Commitments pursuant to this Section 2.3 that is not pro rata among all Lenders, (x) within five Business Days, in the case of any Prime Rate Loans then outstanding, and at the end of the then current Interest Period with respect thereto, in the case of any Eurodollar Loans then outstanding, the Borrower shall prepay such Loans in their entirety and, to the extent the Borrower elects to do so and subject to the conditions specified in Article 5 , the Borrower shall reborrow Loans from the Lenders in proportion to their respective Revolving Commitments after giving effect to such increase, until such time as all outstanding Loans are held by the Lenders in proportion to their respective Commitments after giving effect to such increase.

ARTICLE 3

OTHER PROVISIONS RELATING TO CREDIT FACILITIES

3.1 Default Rate . Upon the occurrence, and during the continuance, of an Event of Default, the principal of and, to the extent permitted by law, interest on the Loans, and any other amounts owing hereunder or under the other Credit Documents shall bear interest, payable on demand, at a per annum rate which is equal to the rate which would otherwise be applicable (or if no rate is applicable, whether in respect of interest, fees or other amounts, then the Prime Rate) plus 2%; provided that, for any Eurodollar Rate advances, at the end of the applicable Interest Period, interest shall accrue at the Prime Rate plus 2% per annum.

3.2 Extension and Conversion . The Borrower shall have the option, on any Business Day, to extend existing Loans into a subsequent permissible Interest Period or to convert Loans into Loans of another Type; provided , however, that (i) except as provided in Sections 3.6 and 3.7, Eurodollar Loans may be converted into Prime Rate Loans only on the last day of the Interest Period applicable thereto, (ii) Eurodollar Loans may be extended, and Prime Rate Loans may be converted into Eurodollar Loans, only if no Default or Event of Default is in existence on the date of extension or conversion, (iii) Loans extended as, or converted into, Eurodollar Loans shall be subject to the terms of the definition of “ Interest Period ” set forth in Section 1.1 and shall be in such minimum amounts as provided in Section 2.l(b)(ii) and (iv) any request for extension or conversion of a Eurodollar Loan which shall fail to specify an Interest Period shall be deemed to be a request for an Interest Period of one month. Each such extension or conversion shall be effected by the Borrower by giving a Notice of Extension/Conversion in the form of Exhibit 3.2 (or telephone notice promptly confirmed in writing) to the Agent prior to 10:30 A.M. (Milwaukee, Wisconsin time) on the Business Day of, in the case of the conversion of a Eurodollar Loan into a Prime Rate Loan and on the second Business Day prior to, in the case of the extension of a Eurodollar Loan as, or conversion of a Prime Rate Loan into, a Eurodollar Loan, the date of the proposed extension or conversion, specifying the date of the proposed extension or conversion, the Loans to be so extended or converted, the Types of Loans into which such Loans are to be converted and, if appropriate, the applicable Interest Periods with respect thereto. Each request for extension or conversion shall constitute a representation and warranty by the Borrower of the matters specified in paragraphs (a) and (b), and in (c) or (d), of Section 5.2. In the event the Borrower fails to request extension or conversion of any Eurodollar Loan in accordance with this Section, or any such conversion or extension is not permitted or required by this Section, then such Loans shall be automatically converted into Prime Rate Loans at the end of their Interest Period. The Agent shall give each Lender notice as promptly as practicable of any such proposed extension or conversion affecting any Loan.

3.3 Reductions in Commitments and Prepayments .

(a) Reductions in Revolving Commitment . The Borrower may from time to time permanently reduce the Aggregate Revolving Committed Amount in whole or in part without premium or penalty except as provided in Section 3.10 upon three (3) Business Days’ prior written notice to the Agent; provided that after giving effect to any such voluntary reduction the sum of Revolving Loans plus Swing Line Loans then outstanding shall not exceed the Aggregate Revolving Committed Amount, as reduced. Except as otherwise specified herein, partial reductions in the Aggregate Revolving Committed Amount shall in each case be in a minimum aggregate amount of $5,000,000 and integral multiples of $500,000 in excess thereof.

(b) Mandatory Prepayment on Revolving Loans . If at any time the aggregate amount of all outstanding Revolving Loans plus the aggregate amount of all outstanding Swing Line Loans shall exceed the Aggregate Revolving Committed Amount, as reduced from time to time, the Borrower shall immediately make payment on the Swing Line Loans and then, if necessary, on the Revolving Loans in an amount sufficient to eliminate the deficiency. Any such payments shall be applied first to Prime Rate Loans and then to Eurodollar Loans in direct order of their Interest Period maturities.

(c) Voluntary Prepayments . Loans may be prepaid in whole or in part without premium or penalty except as provided in Section 3.10. Any partial prepayment shall be (i) if a Prime Rate Loan, in a minimum aggregate amount of $250,000 and integral multiples of $100,000 in excess thereof; and (ii) if a Eurodollar Loan, in a minimum aggregate amount of $2,500,000 and integral multiples of $500,000 in excess thereof (or, in either case, the remaining outstanding principal balance of the Revolving Loans). Except as otherwise specified herein, amounts prepaid on the Revolving Loans may be reborrowed in accordance with the provisions hereof.

3.4 Fees .

(a) Upfront Fee . The Borrower agrees to pay to the Agent, for the benefit of the Lenders, the upfront fee (the “Upfront Fee ”) referred to in that certain Lenders’ fee letter of even date herewith. The Upfront Fee shall be earned and payable as set forth in such letter.

(b) Unused Facility Fee . The Borrower agrees to pay to the Agent, for the ratable benefit of the Lenders, an unused facility fee (the “ Unused Facility Fee ”) in an amount equal to the product of (i) the average daily unused portion of the Revolving Committed Amount, as the same may be reduced from time to time hereunder, (computed on a quarterly basis in arrears as of the last day of each June, September, December and March commencing on the last day of the calendar quarter during which the Closing Date occurs, based upon the daily utilization for that quarter as calculated by the Agent) multiplied by (ii) the Applicable Percentage divided by four. The Unused Facility Fee shall be due and payable quarterly in arrears on the last day of each June, September, December and March commencing on the last day of the calendar quarter during which the Closing Date occurs, through the Revolving Termination Date (provided, that if the last day of any such quarter is not a Business Day, then such payment shall be due on the first Business Day thereafter). The Unused Facility Fee shall be fully earned and payable on each such payment date. For purposes of computing the Unused Facility Fee under this subsection 3.4(b), usage of the Swing Line Sublimit shall not be considered usage of the Revolving Committed Amount.

(c) Other Fees . The Borrower agrees to pay to the Agent such other closing, administrative and structuring fees referred to in that certain Agent’s fee letter of even date herewith.

3.5 Capital Adequacy . If any Lender has reasonably determined that the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy made after the date hereof, or any change therein made after the date hereof, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof made after the date hereof, or compliance by such Lender or its parent company with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency made after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s or its parent company’s capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration the policies of such Lender and its parent company with respect to capital adequacy), then, within 10 Business Days after the Borrower’s receipt of the certificate referred to in the next sentence, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender and its parent company for such reduction; provided that no such amounts shall be payable with respect to reduction in rate of return incurred more than three (3) months before such Lender demands compensation under this Section 3.5. A certificate as to the amount of such reduction in rate of return, the good faith basis therefor and setting forth in reasonable detail the calculations used by the applicable Lender to arrive at the amount or amounts claimed to be due, shall be submitted to the Borrower and the Agent. Each determination by a Lender of amounts owing under this Section shall be rebuttably presumptive evidence of the matters set forth therein. No demand for payment under this Section shall be made unless the Lender shall make comparable demands of other similarly situated borrowers. The provisions of this Section shall survive termination of this Credit Agreement and the payment of the Loans and all other amounts payable hereunder.

3.6 Inability To Determine Interest Rate . If prior to the first day of any Interest Period, the Agent shall have reasonably determined (which determination shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate for such Interest Period, the Agent shall give telecopy or telephonic notice thereof to the Borrower and the Lenders as soon as practicable thereafter. If such notice is given (a) any Eurodollar Loans requested to be made on the first day of such Interest Period shall be made as Prime Rate Loans, (b) any Loans that were to have been converted on the first day of such Interest Period to or continued as Eurodollar Loans shall be converted to or continued as Prime Rate Loans and (c) any outstanding Eurodollar Loans shall be converted, on the first day of such Interest Period, to Prime Rate Loans. Until such notice has been withdrawn by the Agent, no further Eurodollar Loans shall be made or continued as such, nor shall the Borrower have the right to convert Prime Rate Loans to Eurodollar Loans.

3.7 Illegality . Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof occurring after the Closing Date shall make it unlawful for any Lender to make or maintain Eurodollar Loans as contemplated by this Credit Agreement, (a) such Lender shall promptly give written notice of such circumstances to the Borrower and the Agent (which notice shall be withdrawn whenever such circumstances no longer exist), (b) the commitment of such Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and convert a Prime Rate Loan to Eurodollar Loans shall forthwith be canceled and, until such time as it shall no longer be unlawful for such Lender to make or maintain Eurodollar Loans, such Lender shall then have a commitment only to make a Prime Rate Loan when a Eurodollar Loan is requested and (c) such Lender’s Loans then outstanding as Eurodollar Loans, if any, shall be converted automatically to Prime Rate Loans on the respective last days of the then current Interest Periods with respect to such Loans or within such earlier period as required by law. If any such conversion of a Eurodollar Loan occurs on a day which is not the last day of the then current Interest Period with respect thereto, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 3.10.

3.8 Requirements of Law . If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof applicable to any Lender, or compliance by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender):

(a) (shall subject such Lender to any tax of any kind whatsoever on or in respect of any Eurodollar Loans made by it or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender in respect

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AMENDED AND RESTATED CREDIT AGREEMENT

Loan Agreement

JOURNAL COMMUNICATIONS, INC. | U.S. BANK NATIONAL ASSOCIATION

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 2, 2005

among

JOURNAL COMMUNICATIONS, INC. as Borrower,

CERTAIN SUBSIDIARIES FROM TIME TO TIME PARTIES HERETO, as Guarantors,

THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO,

U.S. BANK NATIONAL ASSOCIATION, as Administrative Agent and Joint Lead Arranger,

SUNTRUST BANK, as Syndication Agent,

BANK OF AMERICA, N.A., as Co-Documentation Agent,

WACHOVIA BANK, NATIONAL ASSOCIATION, as Co-Documentation Agent,

and

SUNTRUST ROBINSON HUMPHREY, a division of SUNTRUST CAPITAL MARKETS, INC., as Joint Lead Arranger and Sole Book Runner

TABLE OF CONTENTS

Schedules

Exhibits

AMENDED AND RESTATED CREDIT AGREEMENT

W I T N E S S E T H

ARTICLE 1

DEFINITIONS

ARTICLE 2

CREDIT FACILITIES

ARTICLE 3

OTHER PROVISIONS RELATING TO CREDIT FACILITIES

AGREEMENTS / CONTRACTS

CLAUSES

JOURNAL COMMUNICATIONS, INC.
as Borrower,

CERTAIN SUBSIDIARIES FROM TIME TO TIME
PARTIES HERETO,
as Guarantors,

THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO,

U.S. BANK NATIONAL ASSOCIATION,
as Administrative Agent and Joint Lead Arranger,

SUNTRUST BANK,
as Syndication Agent,

BANK OF AMERICA, N.A.,
as Co-Documentation Agent,

WACHOVIA BANK, NATIONAL ASSOCIATION,
as Co-Documentation Agent,

SUNTRUST ROBINSON HUMPHREY,
a division of SUNTRUST CAPITAL MARKETS, INC.,
as Joint Lead Arranger and Sole Book Runner